/raid1/www/Hosts/bankrupt/TCR_Public/231103.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, November 3, 2023, Vol. 27, No. 306
Headlines
1052 MARTEL: Seeks to Hire Ure Law Firm as Bankruptcy Counsel
330 CALYER: Seeks to Hire Vincent Lentini as Bankruptcy Attorney
337 6TH AVE: Seeks to Hire Ure Law Firm as Bankruptcy Counsel
4520 RHODE ISLAND: Case Summary & Seven Unsecured Creditors
5703 9TH LLC: Seeks to Extend Plan Exclusivity to December 15
ACQUAFREDDA ENTERPRISES: Taps Michael Drezin as Special Counsel
AEROTECH MIAMI: Committee Hires Force Ten as Financial Advisor
AEROTECH MIAMI: Committee Taps Greenberg Traurig as Legal Counsel
AIR METHODS: Seeks to Hire Epiq as Claims and Noticing Agent
AIR METHODS: Unsecureds Will Get 100% of Claims in Plan
ALLENTOWN SCHOOL: S&P Affirms 'BB+' GO Debt Rating, Outlook Pos.
ALTISOURCE PORTFOLIO: Posts $11.3 Million Net Loss in Third Quarter
AMC ENTERTAINMENT: CEO a Victim of Criminal Extortion Plot
ANYWHERE REAL ESTATE: S&P Downgrades ICR to 'B', Outlook Stable
APPLIED MACHINERY: Iron Horse Announces Sale of Merlo Inventory
ATHENEX INC: Seeks to Extend Plan Exclusivity to December 11
AULT ALLIANCE: Milton Ault III Holds 14.69% of Class A Shares
AVENIR KNOXVILLE: No Patient Care Concern, 3rd PCO Report Says
BAUDAX BIO: Replaces Auditor EisnerAmper With KPMG
BENDED PAGE: Seeks to Hire Littler Mendelson as Special Counsel
BLACKRIDGE CONSTRUCTION: Hires Kirby Aisner & Curley as Counsel
BON WORTH: Unsecured Creditors Will Get 15% of Claims over 5 Years
BRICK CITY INVESTMENT: Hires Gillman Bruton & Capone as Attorney
BWH TEXAS: Seeks to Hire Freeman Law as Bankruptcy Counsel
CANOO INC: Schedules Annual Meeting of Stockholders for Dec. 19
CENTRAL OKLAHOMA: Court Directs U.S. Trustee to Appoint PCO
CHINAH USA: Unsecureds Will Get 100% of Claims over 5 Years
CLUBCORP HOLDINGS: S&P Lowers ICR to 'SD' on Distressed Exchange
COMMSCOPE: Weighs Options With Creditors Due to Financial Distress
COMMUNITY HEALTH: Posts $91 Million Net Loss in Third Quarter
CORNER CREEK: Seeks to Hire Goldstein Bershad as Attorney
CRU TRANSPORTATION: Hires Lane Law Firm PLLC as Legal Counsel
CS LEE DMD: Unsecureds Will Get 10% of Claims over 36 Months
CYXTERA TECHNOLOGIES: Brookfield to Purchase Assets for $775 Mil.
CYXTERA TECHNOLOGIES: Trustee Slams Ch.11 Plan Claim Releases
D&S ENTERPRISES: Case Summary & Eight Unsecured Creditors
DIAMOND SPORTS: Slow Bankruptcy Affects 2024 Season Planning
DIGITAL MEDIA: Lion Capital Holds 32.8% of Class A Shares
DINARDO LAW: Seeks to Hire Hamrick & Evans as Local Counsel
DIOCESE OF ALBANY: Seeks Abuse Liability Mediation in Chapter 11
DIRECT TEXTILE: Seeks to Hire Lane Law Firm as Counsel
DRILLING COMPANY: Hires Bruner Wright as Bankruptcy Counsel
ECP OWNER 1: Case Summary & 20 Largest Unsecured Creditors
ECP OWNER 2: Case Summary & 20 Largest Unsecured Creditors
ECP OWNER 3: Case Summary & 20 Largest Unsecured Creditors
ECP OWNER 4: Case Summary & 20 Largest Unsecured Creditors
EL VINEDO: Seeks to Hire Barron & Newburger as Bankruptcy Counsel
ENVISION HEALTHCARE: Seeks to Extend Plan Exclusivity to Jan 20
EVE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
EXELA TECHNOLOGIES: Board Approves EisnerAmper as Auditor
FREEDOM PLUMBERS: Seeks to Hire Fox Law Corp. as Lead Counsel
FRIENDSHIP ASPIRE: S&P Assigns 'BB' ICR, Outlook Stable
FTX GROUP: Lawyer Says SBF Painted as Villain in Fraud Trial
FUSION GALAXY: Seeks to Hire KB Tax Deviser CPAs as Accountant
GASTROINTESTINAL CENTER: Case Summary & 20 Unsecured Creditors
GENEVER HOLDINGS: Trustee Taps Eisner Advisory as Tax Advisors
GIGAMONSTER NETWORKS: Seeks to Extend Plan Exclusivity to Dec. 12
GLOBAL AVIATION: Seeks to Extend Plan Exclusivity to November 14
HARRIS ENERGY: Seeks to Extend Plan Acceptances to Dec. 26
HAWAIIAN HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B-' ICR
HERTZ CORP: Ex-Workers May Pursue Wage Theft Claims in Ch.11
IMEDIA BRANDS: Court Allows Release Opt-Outs in Chapter 11 Plan
INN S.F. ENTERPRISE: Amends Unsecured Claims Pay Details
INNVANTAGE GROUP: Taps Timothy C. Culbertson as Legal Counsel
INTERPACE BIOSCIENCES: Inks 2nd Amendment to BroadOak Credit Pact
IRONNET INC: Hires Capstone Capital Markets as Investment Banker
IRONNET INC: Seeks to Hire Arnold & Porter as Special Counsel
IRONNET INC: Seeks to Hire Stretto Inc as Administrative Advisor
IRONNET INC: Seeks to Hire Young Conaway Stargatt as Counsel
JRGC LLC: Case Summary & Eight Unsecured Creditors
K & H AUTOMOTIVE: Amended Priority Tax Claims Pay Details
KAFHAYAAYNSAD ENTERPRISE: Taps Gleichenhaus Marchese as Counsel
KIDDE-FENWAL: Seeks to Extend Plan Exclusivity to January 9, 2024
KLX ENERGY: Moody's Affirms Caa1 CFR & Alters Outlook to Positive
KOMBU KITCHEN: Case Summary & 20 Largest Unsecured Creditors
LIFTUP COMMUNITIES: Case Summary & 14 Unsecured Creditors
LORDSTOWN MOTORS: DOJ Balks at Bankruptcy Releases
LPI LLC: Unsecured Creditors to be Paid in Full in Plan
LTL MANAGEMENT: LA County Files Talc Suit Against J&J
MATTRESS DIRECT: Seeks to Hire Carmody MacDonald as Legal Counsel
MICHAEL ABBOUD: U.S. Trustee Appoints Eric Huebscher as PCO
MIVA INSURANCE: Exclusivity Period Extended to by 90 Days
MLCJR LLC: Seeks to Extend Plan Exclusivity to December 11
MOUROUX FAMILY: PCO Reports No Change in Patient Care Quality
NABORS INDUSTRIES: Incurs $49 Million Net Loss in Third Quarter
PARADOX RESOURCES: Seeks to Extend Plan Exclusivity to November 18
PARAMETRIC SOLUTIONS: Hires Gordon & Rees as Special Counsel
PEGASUS HOME: Committee Gets OK to Hire A&M as Financial Advisor
PIONEER INTER-DEVELOPMENT: Taps Frank & De La Guardia as Counsel
PROCARE PROPERTY: Seeks to Hire Villa & White as Legal Counsel
PROFESSIONAL DIVERSITY: Avoids Delisting by Nasdaq
PUERTO RICO: CVI Holders Receive $388 Million Payment
QST INGREDIENTS: Unsecureds to Get 0.722 Cents on Dollar in Plan
RENNOVA HEALTH: Announces Significant Debt Restructuring
RICE ENTERPRISES: Seeks to Extend Plan Deadline to December 10
RITE AID: Inks Interim Supply Agreement With McKesson
ROLLER BEARING: Moody's Ups CFR to Ba2 & Sr. Unsecured Notes to B1
SAS AB: US Judge Keeps Restructuring On Track With Payment Hearing
SHIELDS NURSING: U.S. Trustee Appoints Blanca Castro as PCO
SINTX TECHNOLOGIES: Files S-1 Prospectus for 8.9M Units Offering
ST. SEBASTIAN'S: Amends Several Secured Claims Pay Details
SUNLIGHT FINANCIAL: Court Approves DIP Financing
TANNER CONSTRUCTION: Unsecureds to Split $54K over 3 Years
TGC SYSTEMS: Seeks to Tap Darby Law Practice as Bankruptcy Counsel
THOR INDUSTRIES: Moody's Rates New Senior Secured Term Loans 'Ba2'
TORTOISEECOFIN PARENT: S&P Cuts ICR to 'SD' on Distressed Exchange
TRANSNETWORK LLC: Moody's Assigns First Time B2 Corp Family Rating
TRANSUNION: S&P Alters Outlook to Negative, Affirms 'BB+ ICR
TRAXCELL TECHNOLOGIES: Hires Charles Chesnutt APC as Legal Counsel
TROIKA MEDIA: Blue Torch Agrees to Extend Waiver
TROIKA MEDIA: Grant Lyon Resigns as Director
TROIKA MEDIA: Regains Compliance with Nasdaq
UNITED BRANDS: Hires Robertson Law Group as Special Counsel
VANTAGE SPECIALTY: S&P Alters Outlook to Stable, Affirms 'B-' ICR
VENATOR MATERIALS: Seeks to Extend Plan Exclusivity to December 11
VISTA CLINICAL: Taps Jonah Consulting Group as Financial Advisor
VOYAGER DIGITAL: CFTC Sues Ex-Chief Ehrlich
WAITS R.V. CENTER: Seeks to Hire Kelley Fulton as Legal Counsel
WEWORK COS: S&P Downgrades ICR to 'SD' on Forbearance Agreement
WINDSOR TERRACE: Creditors' Panel Appointed in Affiliates' Cases
XEROX CORP: Moody's Rates New 1st Lien Term Loan 'Ba1'
XPRESS MEDIA: Seeks to Hire Ozment Law as Bankruptcy Counsel
ZEROHOLDING LLC: Amends Newtek Secured Claim Pay Details
[^] BOOK REVIEW: Dangerous Dreamers
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1052 MARTEL: Seeks to Hire Ure Law Firm as Bankruptcy Counsel
-------------------------------------------------------------
1052 Martel, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Ure Law Firm as its
bankruptcy counsel.
The firm will render these services:
(a) give advice regarding matters of bankruptcy law and
concerning the requirement of the Bankruptcy Code, and Bankruptcy
Rules relating to the administration of the Debtor's Chapter 11
case, and the operation of the Debtor's estate;
(b) represent the Debtor in proceedings and hearings in the
court involving matters of bankruptcy law;
(c) assist in compliance with the requirements of the Office
of the United States Trustee;
(d) provide the Debtor with legal advice and assistance with
respect to its powers and duties in the continued operation of its
business and management of property of the estate;
(e) assist the Debtor in the administration of the estate's
assets and liabilities;
(f) prepare legal documents;
(g) assist in the collection of all accounts receivable and
other claims that the Debtor may have and resolve claims against
the Debtor's estate;
(h) provide advice concerning the claims of creditors and the
prosecution and defense of all actions; and
(i) prepare, negotiate and seek confirmation of a plan of
reorganization.
The firm will be paid at these rates:
Thomas B. Ure $450 per hour
Law clerks/Paralegals $195 per hour
In addition, Ure Law Firm will receive reimbursement for
out-of-pocket expenses incurred.
The firm received $12,738 in fees and costs prior to the Debtor's
Chapter 11 filing.
Thomas Ure, founding partner of Ure Law Firm, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
Ure Law Firm can be reached at:
Thomas B. Ure, Esq.
URE LAW FIRM
8280 Florence Avenue, Suite 200
Downey, CA 90240
Tel: (213) 202-6070
Fax: (213) 202-6075
Email: tom@urelawfirm.com
About 1052 Martel, LLC
1052 Martel is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
c filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-16398 on Sept. 29,
2023. The petition was signed by Ilan Kenig as authorized signer
for Managing Member FMB Consulting, LLC. At the time of filing, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.
Judge Neil W. Bason presides over the case.
Thomas B Ure, Esq. at Ure Law Firm represents the Debtor as
counsel.
330 CALYER: Seeks to Hire Vincent Lentini as Bankruptcy Attorney
----------------------------------------------------------------
330 Calyer, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire
Vincent Lentini, Esq., a practicing attorney in New York, to handle
their Chapter 11 cases.
The firm's services include:
(a) Advising the Debtors with respect to their powers and
duties and continued management of property and business affairs;
(b) Representing the Debtors in the bankruptcy court and at
hearings on matters pertaining to their affairs, including
prosecuting and defending litigated matters that may arise;
(c) Advising and assisting the Debtors in the preparation and
negotiation of a plan of reorganization with their creditors;
(d) Preparing legal documents; and
(e) Performing other necessary legal services.
Mr. Lentini will be compensated at $650 per hour and will receive
reimbursement for work-related expenses incurred.
The retainer fee is $5,000.
As disclosed in court filings, Mr. Lentini is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
Mr. Lentini can be reached at:
Vincent M. Lentini, Esq.
1129 Northern Blvd, Suite 404
Manhasset, NY 11030
Phone: 516-228-3214
Email: VincentMLentini@Gmail.com
About 330 Calyer
330 Calyer, LLC and its affiliates, 313 Eckford, LLC, 146 Diamond,
LLC and Simple Elegant, LLC filed Chapter 11 petitions (Bankr. E.D.
N.Y. Lead Case No. 23-43364) on Sept. 20, 2023. At the time of the
filing, 330 Calyer reported $1 million to $10 million in both
assets and liabilities.
Judge Nancy Hershey Lord oversees the cases.
Vincent M. Lentini, Esq., is the Debtor's legal counsel.
337 6TH AVE: Seeks to Hire Ure Law Firm as Bankruptcy Counsel
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337 6th Ave, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Ure Law Firm as
bankruptcy counsel.
The firm will render these services:
(a) give advice regarding matters of bankruptcy law and
concerning the requirement of the Bankruptcy Code, and Bankruptcy
Rules relating to the administration of the Debtor's Chapter 11
case, and the operation of the Debtor's estate;
(b) represent the Debtor in proceedings and hearings in the
court involving matters of bankruptcy law;
(c) assist in compliance with the requirements of the Office
of the United States Trustee;
(d) provide the Debtor with legal advice and assistance with
respect to its powers and duties in the continued operation of its
business and management of property of the estate;
(e) assist the Debtor in the administration of the estate's
assets and liabilities;
(f) prepare legal documents;
(g) assist in the collection of all accounts receivable and
other claims that the Debtor may have and resolve claims against
the Debtor's estate;
(h) provide advice concerning the claims of creditors and the
prosecution and defense of all actions; and
(i) prepare, negotiate and seek confirmation of a plan of
reorganization.
The firm will be paid at these rates:
Thomas B. Ure $450 per hour
Law clerks/Paralegals $195 per hour
In addition, Ure Law Firm will receive reimbursement for
out-of-pocket expenses incurred.
The firm received $16,738 in fees and costs prior to the Debtor's
Chapter 11 filing.
Thomas Ure, founding partner of Ure Law Firm, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
Ure Law Firm can be reached at:
Thomas B. Ure, Esq.
URE LAW FIRM
8280 Florence Avenue, Suite 200
Downey, CA 90240
Tel: (213) 202-6070
Fax: (213) 202-6075
Email: tom@urelawfirm.com
About 337 6th Ave, LLC
337 6th Ave is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
337 6th Ave, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
23-16108) on Sept. 19, 2023. The petition was signed by Ilan Kenig
as authorized signer for Managing Member FMB Consulting, LLC. At
the time of filing, the Debtor estimated $1 million to $10 million
in both assets and liabilities.
Judge Neil W. Bason presides over the case.
Thomas B. Ure, Esq. at URE LAW FIRM represents the Debtor as
counsel.
4520 RHODE ISLAND: Case Summary & Seven Unsecured Creditors
-----------------------------------------------------------
Debtor: 4520 Rhode Island Avenue LLC
340 Adams Street NE
Suite 102
Washington DC 20002
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: November 1, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00327
Judge: Hon. Elizabeth L. Gunn
Debtor's Counsel: Steven H. Greenfeld, Esq.
LAW OFFICES OF STEVEN H. GREENFELD, LLC
325 Ellington Blvd., Box 610
Gaithersburg md 20878
Phone: (301) 881-8300
Email: steveng@cohenbaldinger.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by DaBrielle Goodwin as managing member.
A copy of the Debtor's list of seven unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2KWFNLA/4520_Rhode_Island_Avenue_LLC__dcbke-23-00327__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/2MNGANQ/4520_Rhode_Island_Avenue_LLC__dcbke-23-00327__0001.0.pdf?mcid=tGE4TAMA
5703 9TH LLC: Seeks to Extend Plan Exclusivity to December 15
-------------------------------------------------------------
5703 9th, LLC asked the U.S. Bankruptcy Court for the District of
Columbia to extend its exclusive periods to file a plan of
reorganization and obtain acceptances thereto to December 15,
2023 and February 15, 2024, respectively.
Unless extended, the Debtor's exclusive filing period ends on
September 12, 2023 and its exlusive solicitation period expires
on November 13, 2023.
The Debtor stated that it has moved expeditiously to try and
negotiate a settlement of the claim by WCP Fund I, LLC as
servicer for U.S. Bank National Association, which is an
essential contingency standing in the way of reorganization. The
Debtor further stated that when negotiations failed, it objected
to WCP's claim. WCP has not yet filed its response to the claim
objection.
The Debtor explained that it intends to pay WCP its allowed claim
through a refinance loan, but it is unable to move forward with
the refinance until WCP's claim is resolved.
5703 9th, LLC is represented by:
Brent C. Strickland, Esq.
WHITEFORD, TAYLOR & PRESTON L.L.P.
111 Rockville Pike, Suite 800
Rockville, MD 20850
Tel: (410) 347-9402
Email: bstrickland@whitefordlaw.com
About 5703 9th LLC
5703 9th, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No.
23-00131) on May 16, 2023. At the time of filing, the Debtor
estimated $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities.
Brent C. Strickland, Esq. at Whiteford Taylor & Preston
represents the Debtor as counsel.
ACQUAFREDDA ENTERPRISES: Taps Michael Drezin as Special Counsel
---------------------------------------------------------------
Acquafredda Enterprises, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire The
Law Office of Michael Drezin, Esq. as its special counsel.
The firm will represent the Debtor in the continued prosecution of
a breach of contract action pending in the Bronx Supreme Court
against Sterling National Bank.
Michael Drezin, Esq., a partner at Drezin and the attorney who will
be handling the case, will charge an hourly fee of $350. The firm's
paralegal will charge $95 per hour.
Mr. Drezin disclosed in a court filing that his firm does not hold
any interest adverse to the Debtor.
The firm can be reached through:
Michael Drezin, Esq.
The Law Office of Michael Drezin
1978 Williamsbridge Road
Bronx, NY 10461
Telephone: (718) 823-7211
Facsimile: (718) 822-1022
Email: thebronxbar@aol.com
About Acquafredda Enterprises, LLC
Acquafredda Enterprises, LLC owns five properties in Bronx, NY,
having a total aggregate value of $4.25 million based on Debtor's
estimate.
Acquafredda Enterprises, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 23-11064) on July 5, 2023. The petition was signed by
Susan Acquafredda as managing member. At the time of filing, the
Debtor estimated $10,300,100 in assets and $5,177,968 in
liabilities.
H Bruce Bronson, Esq. at BRONSON LAW OFFICES, P.C. represents the
Debtor as counsel.
AEROTECH MIAMI: Committee Hires Force Ten as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Aerotech Miami
Inc. d/b/a iAero Tech and its affiliates seeks approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Force Ten Partners, LLC as its financial advisor.
The firm's services include:
a. becoming familiar with and analyzing the Debtors' cash
collateral and other financial and operating DIP budgets, assets
and liabilities, and overall financial condition;
b. reviewing financial and operational information furnished
by the Debtors;
c. analyzing current litigation and impact of same on
creditors' recoveries;
d. scrutinizing the economic terms of various agreements,
including, but not limited to, the Debtors' various professional
retentions;
e. analyzing the Debtors' proposed restructuring support
agreements and developing alternatives scenarios, if necessary;
f. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
g. preparing, or reviewing as applicable, assessment of the
claims pool and claims analyses, including avoidance action and
claims 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, cash collateral
budget to actuals, and monthly operating reports;
i. assessing any pre-petition and post-petition marketing sale
processes, interacting with the investment banker on the strategy
and outcomes of the current sale process, advising the Committee
thereof in conjunction with other professionals, and assisting in
supplementing any post-petition sale marketing processes;
j. advising the Committee on the current state of these
Cases;
k. advising the Committee in negotiations with the Debtors and
third parties as necessary;
l. if necessary, participating as a witness in hearings before
the Court with respect to matters upon which Force 10 has provided
advice; and
m. performing other activities as are approved by the
Committee, the Committee's counsel, and as agreed to by Force 10.
The hourly rates of the firm's counsel and staff are as follows:
Partners $795 - $950
Directors/Managing Directors $550 - $695
Associates/VPs $425 - $550
Analysts $255 - $395
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
Edward Kim, Esq., a partner at Force Ten Partners, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Edward Kim, Esq.
Force Ten Partners, LLC
5271 California Ave., Suite 270
Irvine, CA 92617
Telephone: (949) 357-2360
Email: ekim@force10partners.com
About Aerotech Miami Inc. d/b/a iAero Tech
AeroTech Miami Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-17503) on
September 19, 2023. In the petition signed by Kevin Nystrom,
interim chief executive officer, the Debtor disclosed up to $50,000
in assets and up to $1 billion.
Judge Robert A. Mark oversees the case.
The Debtors tapped King & Spalding LLP as general bankruptcy
counsel, Berger Singerman LLP as co-counsel, AP Services, LLC as
restructuring services provider, Jefferies LLC as investment
banker, and Kroll Restructuring Administration LLC as notice and
claims agent.
AEROTECH MIAMI: Committee Taps Greenberg Traurig as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Aerotech Miami
Inc. d/b/a iAero Tech and its affiliates seeks approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Greenberg Traurig, P.A. as its 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 in connection with the administration of these Cases;
(c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors, operation of the Debtors' business and the desirability of
continuing or selling such business and/or assets under Bankruptcy
Code section 363, the formulation of a chapter 11 plan, and other
matters relevant to these Cases;
(d) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interests, including
analysis of possible objections to the nature, extent, validity,
priority, amount, subordination, or avoidance of claims and/or
transfers of property in consideration of such claims;
(e) advise and represent the Committee in connection with
matters generally arising in these Cases, including the obtaining
of credit, the sale of assets, any litigation or adversary
proceeding, and the rejection or assumption of executory contracts
and unexpired leases;
(f) assist the Committee in requesting the appointment of a
trustee or examiner, should such action become necessary;
(g) assist and advise the Committee as to its communications
to the general creditor body regarding significant matters in these
Cases;
(h) represent the Committee at all hearings and other
proceedings before this Court, and any other federal, state, or
appellate court;
(i) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
objections, and responses to any of the foregoing; and
(j) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
The firm will be paid at these rates:
John Hutton $1,240 per hour
Ari Newman $995 per hour
Kevin Hoyos $595 per hour
Emily Nasir $595 per hour
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases,
Greenberg Traurig disclosed the following:
-- The firm has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- No Greenberg Traurig professional included in the
engagement has varied his rate based on the geographic location of
the bankruptcy cases.
-- Greenberg Traurig has not represented the Debtor in the 12
months prepetition.
-- The Committee and Greenberg Traurig are still working to
develop an appropriate budget and staffing plan for the Cases.
John Hutton, Esq., shareholder at Greenberg Traurig, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John B. Hutton, Esq.
GREENBERG TRAURIG, LLP
333 SE 2nd Avenue, Suite 4400
Miami, FL 33131
Phone: (305) 579-0500
Email: huttonj@gtlaw.com
About Aerotech Miami Inc. d/b/a iAero Tech
AeroTech Miami Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-17503) on
September 19, 2023. In the petition signed by Kevin Nystrom,
interim chief executive officer, the Debtor disclosed up to $50,000
in assets and up to $1 billion.
Judge Robert A. Mark oversees the case.
The Debtors tapped King & Spalding LLP as general bankruptcy
counsel, Berger Singerman LLP as co-counsel, AP Services, LLC as
restructuring services provider, Jefferies LLC as investment
banker, and Kroll Restructuring Administration LLC as notice and
claims agent.
AIR METHODS: Seeks to Hire Epiq as Claims and Noticing Agent
------------------------------------------------------------
Air Methods Corporation and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Epiq Corporate Restructuring, LLC as claims, noticing, and
solicitation agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Chapter 11 case of the Debtor.
The firm will be paid at these hourly rates:
Analyst Waived
IT/Programming $60 - $80
Project Managers/Consultants/Directors $85 - $185
Solicitation Consultant $185
Executive Vice President, Solicitation $200
Executives No Charge
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtors provided Epiq an advance in the amount of $25,000.
Kate Mailloux, a senior director at Epiq Corporate Restructuring,
disclosed in a court filing that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Kate Mailloux
EPIQ CORPORATE RESTRUCTURING, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: (646) 282-2532
Email: kmailloux@epiqglobal.com
About Air Methods Corporation
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.
Air Methods Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90886) on October 24, 2023. In the petition signed by
Christopher J. Brady, as authorized signatory, Air Methods
disclosed up to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the case.
Weil, Gotshal & Manges LLP represents the Debtors as legal counsel.
The Debtors also tapped Lazard Freres $ Co. LLC as investment
banker, Alvarez & Marsal as financial advisor, and Epiq Corporate
Restructuring, LLC as claims, noticing & solicitation agent and
administrative advisor.
AIR METHODS: Unsecureds Will Get 100% of Claims in Plan
-------------------------------------------------------
Air Methods Corporation and its Affiliated Debtors filed with the
U.S. Bankruptcy Court for the Southern District of Texas a
Disclosure Statement for Joint Prepackaged Plan dated October 24,
2023.
Founded in 1980, Air Methods is the market-leading provider of air
medical emergency services in the United States, providing more
than 100,000 transports per year while offering unparalleled
clinical quality, safety, and life-saving care to patients across
the country.
Headquartered in Greenwood Village, Colorado, the Debtors operates
a fleet of approximately 390 helicopters and fixed-wing aircraft
serving 47 states from over 275 bases located in 40 different
states. Its reputation and reach have allowed Air Methods to
outpace market growth since 2019.
During these chapter 11 cases, the Debtors intend to operate their
businesses in the ordinary course and will seek authorization from
the Bankruptcy Court to make payment in full on a timely basis to
trade creditors, customers, and employees of amounts due prior to
and during these chapter 11 cases.
As a result of extensive negotiations, on October 23, 2023, the
Debtors entered into that certain Restructuring Support Agreement
(as amended, modified, and supplemented from time to time and
including all exhibits thereto, the "Restructuring Support
Agreement") with:
* certain holders, or investment advisors, sub-advisors, or
managers of discretionary accounts or funds acting on behalf of
holders, of (a) loans or commitments (the "Prepetition Secured
Loans" and the claims arising thereunder, the "Prepetition Secured
Loan Claim") under that certain Credit Agreement, dated as of April
21, 2017 (as may be amended, supplemented, or otherwise modified
from time to time, including by that certain Incremental Facility
Agreement No. 1, dated April 6, 2021, and that certain Amendment
No. 2 to Credit Agreement, dated as of September 29, 2023, the
"Prepetition Credit Agreement" and the lenders party thereto, the
"Prepetition Secured Parties"), by and among Air Methods Parent, as
borrower, ASP AMC Intermediate Holdings, Inc., a Delaware
corporation ("Intermediate Holdings"), as parent guarantor, certain
subsidiaries of Air Methods Parent, as Subsidiary Guarantors, Royal
Bank of Canada, as administrative agent, and the lenders from time
to time party thereto (together with their respective successors
and permitted assigns, and any subsequent Prepetition Secured Party
that becomes party to the Restructuring Support Agreement by
executing a Joinder Agreement in accordance with the terms of the
Restructuring Support Agreement, the "Consenting Prepetition
Secured Parties") and (b) senior unsecured notes (the "Prepetition
Unsecured Notes," the claims arising thereunder, the "Prepetition
Unsecured Note Claims," and the holders thereof, the "Prepetition
Unsecured Noteholders") under that certain Indenture, dated as of
April 21, 2017 (as may be amended, supplemented, or otherwise
modified from time to time, the "Indenture" and, together with the
Prepetition Credit Agreement, the "Prepetition Credit Documents"),
by and among Air Methods Parent (as successor to ASP AMC Merger Sub
Inc.), as issuer, certain subsidiaries of Air Methods Parent, as
Guarantors (as defined in the Indenture), and Wilmington Trust
National Association, as trustee thereunder (each, on behalf of
itself and/or certain funds managed by it or its affiliates,
together with their respective successors and permitted assigns,
and any subsequent Prepetition Unsecured Noteholder that becomes
party the Restructuring Support Agreement by executing a Joinder
Agreement in accordance with the terms of the Restructuring Support
Agreement, the "Consenting Prepetition Unsecured Noteholders" and,
together with the Consenting Prepetition Secured Parties, the
"Consenting Creditors"); and
* American Securities Associates VII Alternative, LLC, on
behalf of ASP VII Alternative Investments I(A), LP, ASP VII
Alternative Investments I(C), LP, ASP VII Alternative Investments
II(A), LP, and ASP VII Alternative Investments II(C), LP, American
Securities Associates VII, LLC, on behalf of American Securities
Partners VII (B) LP, and ASP Manager Corp., on behalf of ASP AMC
Co-Invest I, LP, AS/ASP VII Co-Investor LLC, ASP AMC Co-Invest II,
LP, AMC Cayman Investors LP, ASP AMC Investco I LP, and ASP AMC
Investco II LP (collectively, in their capacity as direct or
indirect record or beneficial holders of Interests in ASP AMC
Holdings, Inc. ("Holdings"), the "Consenting Sponsor" and, together
with the Consenting Creditors, the "Consenting Parties").
The Consenting Creditors represent approximately (i) 71.6% of the
aggregate outstanding principal amount of Prepetition Secured
Loans, and (ii) 66.8% of the aggregate outstanding principal amount
of Prepetition Unsecured Notes. The Consenting Sponsor holds
approximately 94.7% of the outstanding common stock Interests in
Holdings (on a fully diluted basis).
The Restructuring will meaningfully deleverage the Debtors' capital
structure and provide the Debtors with sufficient liquidity to
support and position their go-forward business for future growth.
The Debtors' balance sheet liabilities will be reduced from
approximately $2.2 billion in funded indebtedness to approximately
$563 million in funded indebtedness, which represents a reduction
of debt on the Plan Effective Date of over 74% relative to the
Petition Date.
Prior to the Petition Date, the Debtors discussed a possible
restructuring with an ad hoc group of certain key lenders and
noteholders (the "Ad Hoc Group"). These parties actively and
constructively participated in the development and negotiation of
the Plan and support confirmation of the Plan. Following arm's
length, good-faith negotiations among the Debtors, the Ad Hoc
Group, and Consenting Sponsor, the Consenting Parties have agreed
to consummate, support, and consent to (as applicable) a
restructuring of the Debtors' capital structure (the
"Restructuring"), subject to the terms and conditions of the
Restructuring Support Agreement and the Plan. The Plan is
consistent with the objectives of chapter 11.
The Debtors commenced these chapter 11 cases to implement the Plan
and the transactions contemplated thereby supported by the
Consenting Parties, as memorialized in the Restructuring Support
Agreement. Although the Debtors' business is operationally sound,
the Debtors have substantial long-term funded debt that must be
restructured prior to upcoming maturities. Through these chapter 11
cases, the Debtors will address such indebtedness while raising
additional debt and equity capital to fund their go forward
operations and position the Company for long term growth and
success.
Class 8 consists of General Unsecured Claims. The legal, equitable,
and contractual rights of the holders of Allowed General Unsecured
Claims are unaltered by the Plan. Except to the extent that a
holder of an Allowed General Unsecured Claim and the Debtors (with
the consent of the Requisite Prepetition Secured Parties) agree to
less favorable treatment, the Debtors or Reorganized Debtors shall
pay the Allowed Consenting Sponsor Claim in full in Cash on the
Plan Effective Date, and on and after the Plan Effective Date, the
Reorganized Debtors shall continue to pay each other Allowed
General Unsecured Claim or dispute each General Unsecured Claim in
the ordinary course of business. This Class will receive a
distribution of 100% of their allowed claims. This Class is
unimpaired.
On the Plan Effective Date, pursuant to the Restructuring
Transactions, all Existing Equity Interests shall be cancelled,
released, and extinguished and shall be of no further force and
effect, whether surrendered for cancellation or otherwise, and
there shall be no distributions for holders of Existing Equity
Interests on account of such Interests.
The Debtors and Reorganized Debtors shall fund Cash distributions
under the Plan with Cash proceeds available from: (a) Cash
available on or after the Plan Effective Date; (b) the DRO; (c) the
ERO; (d) the Private Placement; and (e) the Exit Securitization
Program.
A full-text copy of the Disclosure Statement dated October 24, 2023
is available at https://urlcurt.com/u?l=fzL60c from
PacerMonitor.com at no charge.
About Air Methods Corporation
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.
Air Methods Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 23-90886) on Oct. 24, 2023. In the petition signed by
Christopher J. Brady, as authorized signatory, Air Methods
disclosed up to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the case.
Weil, Gotshal & Manges LLP is the Debtors' legal counsel. The
Debtors also tapped Lazard Freres $ Co. LLC as investment banker,
Alvarez & Marsal as financial advisor, and Epiq Corporate
Restructuring, LLC as claims, noticing & solicitation agent and
administrative advisor.
ALLENTOWN SCHOOL: S&P Affirms 'BB+' GO Debt Rating, Outlook Pos.
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Allentown School
District, Pa.'s general obligation (GO) debt to positive from
stable and affirmed its 'BB+' rating on the debt.
"The positive outlook reflects the district's significantly
improved reserve and liquidity position, albeit propped up by
stimulus funds, and the possibility we could raise the rating if
the district can sustain reserves and operational balance following
exhaustion of these funds," said S&P Global Ratings credit analyst
John Sauter.
S&P said, "The 'BB+' rating reflects our view that the district has
yet to regularly demonstrate operational balance without one-time
sources and that budget pressure is likely to persist given
revenue-raising constraints and expenditure pressures. The district
also continues to experience somewhat regular turnover in key
financial management positions, which we view as a barrier to
sustaining progress and institutionalizing reform."
ALTISOURCE PORTFOLIO: Posts $11.3 Million Net Loss in Third Quarter
-------------------------------------------------------------------
Altisource Portfolio Solutions S.A. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $11.28 million on $36.21 million of revenue for the
three months ended Sept. 30, 2023, compared to a net loss of $14.25
million on $38.38 million of revenue for the three months ended
Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $42.98 million on $110.91 million of revenue compared
to a net loss of $41.61 million on $118.32 million of revenue for
the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $162.64 million in total
assets, $36.63 million in total current liabilities, $211.98
million in long-term debt, $8.72 million in deferred tax
liabilities, $18.23 million in other non-current liabilities, and a
total deficit of $112.93 million.
"I am pleased with our third quarter performance. We generated
$874 thousand of Adjusted EBITDA(2), a $4.4 million improvement
over the second quarter of 2023 and a $7.3 million improvement over
the same quarter in 2022. For the first nine months of 2023, we
improved Adjusted EBITDA by $16.1 million compared to the same
period last year. We also generated $18.4 million in net proceeds
from the September sale of equity and used $10 million of the
proceeds to reduce the principal balance of our term loan. As a
result of the debt reduction, we eliminated 966,038 penny warrants,
can exercise an option to extend the maturity date of our term loan
and revolver by one year to April 2026(4), and estimate we will
save approximately $3.4 million per year in interest expense(5),"
said Chairman and Chief Executive Officer William B. Shepro.
Mr. Shepro further commented, "We are positioning Altisource to
take advantage of what we see as significant potential
opportunities with existing and new customers in both of our
segments over the coming years as the default market continues to
normalize and we gain traction with our newer solutions that
strengthen loan originators' performance. Our sales pipeline and
wins remain strong, and we are aggressively managing our expenses.
We believe the strength of our sales wins and pipeline, cost
savings initiatives, normalization of the default market and
increasing consumer stress, position Altisource for positive
adjusted EBITDA in the fourth quarter and full year and attractive
growth as we look to 2024 with potential upside if mortgage
delinquency rates rise."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1462418/000146241823000075/asps-20230930.htm
About Altisource
Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. --
www.Altisource.com -- is an integrated service provider and
marketplace for the real estate and mortgage industries. Combining
operational excellence with a suite of innovative services and
technologies, Altisource helps solve the demands of the
ever-changing markets it serves.
Altisource reported a net loss of $52.83 million for the year ended
Dec. 31, 2022. The Company incurred a net loss of $31.7 million
for the six months ended June 30, 2023.
* * *
As reported by the TCR on Feb. 28, 2023, S&P Global Ratings raised
its issuer credit rating on Altisource Portfolio Solutions S.A. to
'CCC+' from 'SD'. The outlook is stable. S&P said, "The stable
outlook on Altisource reflects our view that over the next 12
months, while the company will continue to generate negative cash
flow from operations due to low residential mortgage delinquencies
and foreclosures, it could also benefit from deteriorating
macroeconomic conditions. The stable outlook also incorporates our
expectation that Altisource will have adequate liquidity to
maintain operations and service its debt over the next 12 months."
AMC ENTERTAINMENT: CEO a Victim of Criminal Extortion Plot
----------------------------------------------------------
Felix Gillette of Bloomberg News reports that Adam Aron, the
outspoken chairman and chief executive officer of AMC Entertainment
Holdings Inc., said he was the victim of a failed extortion plot
last year related to "false allegations" about his personal life.
Aron said he reported the matter to the Federal Bureau of
Investigation and the US Department of Justice, according to a post
on X, the social media site formerly known as Twitter. The AMC
board reviewed the events with outside counsel, according to Aron,
and the matter is now "closed."
About AMC Entertainment
AMC Entertainment Holdings, Inc., is engaged in the theatrical
exhibition business. It operates through theatrical exhibition
operations segment. It licenses first-run motion pictures from
distributors owned by film production companies and from
independent distributors. The Company also offers a range of food
and beverage items, which include popcorn; soft drinks; candy; hot
dogs; specialty drinks, including beers, wine and mixed drinks, and
made to order hot foods, including menu choices, such as curly
fries, chicken tenders and mozzarella sticks.
AMC operates over 900 theatres with 10,000 screens globally,
including over 661 theatres with 8,200 screens in the United States
and over 244 theatres with approximately 2,200 screens in Europe.
The Company's subsidiary also includes Carmike Cinemas, Inc.
AMC was forced to close its shutter its theaters when the Covid-19
pandemic struck in March 2020. It eventually reopened its theaters
but admissions remained substantially low.
The world's biggest theater chain said in an October 2020 filing
that liquidity will be largely depleted by the end of the year or
early 2021 if attendance doesn't pick up, and it's exploring
actions that include asset sales and joint ventures.
However, AMC managed to raise $1.8 billion in 2021, capitalizing
on
the rally triggered by retail investors' interest in meme stocks.
* * *
In February 2023, S&P Global Ratings raised its issuer credit
rating on AMC Entertainment Holdings to 'CCC+' from 'SD'. S&P
raised its issue-level rating on the second-lien notes to 'CCC-'
from 'D'.
The stable outlook reflects S&P's expectations that despite
improving attendance in cinemas, AMC's heavy debt burden will
result in leverage in the high-7x area and poor cash flow in 2023,
but that the company's cash balance will allow it to service its
debt obligations.
AMC, the world's largest motion picture exhibitor, completed its
distressed exchange, swapping $100 million of its second-lien notes
due in 2026 for preferred equity. Additionally, the company
repurchased $85 million aggregate principal amount of its
outstanding debt since Dec. 19, 2022, at an average discount of
approximately 49%.
ANYWHERE REAL ESTATE: S&P Downgrades ICR to 'B', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings lowered its ratings on Anywhere Real Estate
Group LLC, including the issuer credit rating to 'B' from 'B+'.
The stable outlook reflects S&P's view that the company's strong
liquidity of about $1 billion cash and revolver availability partly
mitigates near-term incremental operating risks.
S&P said, "We believe Anywhere's leverage is likely to exceed 8x
through 2024 because we expect a longer, slower return to
meaningful growth in home sales. We expect U.S. volumes to continue
declining through year-end, with negligible growth in the first
half of next year due to housing market conditions. We think high
mortgage rates discourage homeowners with much lower rates from
their listing homes and relocating. Meanwhile, low inventory and
high prices prevent new buyers from purchasing. We expect 30-year
mortgage rates will remain about 6.5%, and price increases in many
markets will reinforce this through 2024. We also think supply is
unlikely to significantly expand, further limiting transaction
volume. We forecast flat revenue growth in 2024, margin uplift from
Anywhere's successful execution of 2023 cost-saving initiatives,
and lower legal expenses will lead to modest EBITDA expansion in
2024.
"Uncertainty over housing market volumes through 2024, we believe,
increases the likelihood of temporary cash flow deficits. If
Anywhere underperforms our base case, its free operating cash flow
(FOCF) could remain negligible for a couple of years. This could
arise from sticky or rising mortgage rates reducing volumes further
and margin gains that we expect not materializing in 2024. Though
unlikely, several factors could also weigh on our cash flow
expectations, such as additional restructuring costs, unfavorable
broker-agent commission splits, agent retention incentives, or
investments in the business that outweigh recent structural
changes.
"We think Anywhere's nearly $1 billion of liquidity partly
mitigates near-term credit risk in a challenging operating
environment. The company's $150 million cash and $800 million
revolver availability as of September 2023 provide ample liquidity
to address potential near-term cash deficits. We expect modest FOCF
over the next year and FOCF to debt recovering to near
mid-single-digit percents in 2024 from troughs this year. We view
the company's financial policy as prudent given its debt repayment,
restraint from share buybacks during housing market weakness, and
proactive maturity extensions. We believe Anywhere is also
protected from the cash flow impact of rising interest rates with
over 90% of its debt at fixed rates.
"The stable outlook reflects our view that Anywhere's strong
liquidity can withstand near-term housing market stress."
APPLIED MACHINERY: Iron Horse Announces Sale of Merlo Inventory
---------------------------------------------------------------
Iron Horse Auction announces the private sale of select Merlo parts
inventory.
An expansive inventory of OEM replacement parts, diagnostic
equipment, & and maintenance components for Merlo brand
tele-handlers, being offered as a package. The asking price for
the package is available for $2,052,00.00, which, is the cost of
the inventory.
Terms:
The accompanying documents are provided as general reference for
parties to evaluate the assets of Applied Machinery Rentals, LLC
being offered in this private negotiated sale. The document titled
"Applied Machinery Rentals, LLC Parts Inventory Valuation Summary"
provides the active inventory as of June 20th, 2023, and is
believed to be the most accurate representation of the Merlo parts,
pieces, and accessories being offered in this package; however
actual counts may vary. While Iron Horse Auction Co. has made its
best effort to provide the most recent inventory for review, the
auction company makes no guarantee of accuracy. Iron Horse Auction
Company completed a spot check of one-hundred random part numbers
on August 28, 2023, and the results of this spot check are provided
for review. Iron Horse Auction Co. invites and encourages
interested parties to inspect the assets in person prior to
submitting an offer for the purchase of the assets. All items
offered in this package are being sold “AS-IS, WHERE IS” with
all faults without warranty of any kind. The documents provided by
Iron Horse Auction Company are for reference only and should not be
used as a basis for value. Buyers should form their own opinion of
value. Variation between the reference documents provided and the
physical assets on hand does not constitute release from a purchase
agreement.
As with any bankruptcy sale, once a buyer is identified the Trustee
will file a motion to sell. There will be a 21-day notice period
and the proposed sale will be subject to higher and better offers
at a confirmation hearing. In the event that a competing offer is
submitted prior to the confirmation hearing, all offering parties
are suggested to attend the hearing as a possible auction may occur
in the courtroom. If an auction occurs in the courtroom the
Bankruptcy Judge will establish bidding procedures prior to the
commencement of the courtroom auction and will be finalized at that
hearing. Any Purchaser who executes an Asset Purchase Agreement
shall be required to submit a 10% deposit within 3 business days of
executing the Asset Purchase Agreement. The buyer will be allowed
30 days from closing to remove inventory from its location.
ATHENEX INC: Seeks to Extend Plan Exclusivity to December 11
------------------------------------------------------------
Athenex, Inc. and its affiliates asked the U.S. Bankruptcy Court
for the Southern District of Texas to extend their exclusive
periods to file a chapter 11 plan and solicit acceptances thereof
to December 11, 2023 and February 8, 2024, respectively.
The Debtors stated that they have sold, liquidated or otherwise
disposed of substantially all of their operating assets and have
filed their plan of liquidation. The Debtors explained that,
pursuant to their proposed plan, they will complete the wind-down
of their businesses, sell, liquidate or otherwise dispose of
their remaining assets, address pending claims, including
litigation claims, and make distributions to creditors as
efficiently as possible through the liquidating plan. The
Debtors claimed that they are requesting an extension of the
exclusivity periods in an abundance of caution.
Unless extended, the Debtors' exclusive filing period ends on
September 11, 2023 and their exclusive solicitation period ends
on November 10, 2023.
Athenex, Inc. and its affiliates are represented by:
Michael D. Warner, Esq.
Maxim B. Litvak, Esq.
Benjamin L. Wallen, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
440 Louisiana Street, Suite 900
Houston, TX 77002
Tel: (713) 691-9385
Email: mwarner@pszjlaw.com
mlitvak@pszjlaw.com
bwallen@pszjlaw.com
- and -
Richard M. Pachulski, Esq.
Debra I. Grassgreen, Esq.
Shirley S. Cho, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Tel: (310) 277-6910
Email: rpachulski@pszjlaw.com
dgrassgreen@pszjlaw.com
scho@pszjlaw.com
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell
therapy products for the treatment of cancer. The Company's
mission is to become a leader in bringing innovative cancer
treatments to the market and to improve patient health outcomes.
In pursuit of the mission, Athenex leverages years of experience
in research and development, clinical trials, regulatory
standards, and manufacturing. The Company is focused on its
innovative Cell Therapy platform, based on natural killer T
("NKT") cells.
On May 14, 2023, Athenex, Inc. and five affiliated companies
initiated voluntary Chapter 11 proceedings (Bankr. S.D. Texas
Lead Case No. 23-90295). The Debtors' cases have been assigned
to the Honorable David R. Jones.
Athenex commenced these proceedings after conducting a strategic
review and reaching an agreement with its lenders to conduct an
expedited, orderly sales process of the Company's assets across
its primary businesses: Athenex Pharmaceutical Division,
Orascovery, and Cell Therapy.
In the petition filed by Nicholas K. Campbell, as chief
restructuring officer, Athenex reported assets and liabilities
between $100 million and $500 million.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel; MERU as financial advisor; and Cassel Salpeter & Co.,
LLC as investment banker. Epiq is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped Porzio, Bromberg & Newman, P.C. as lead
bankruptcy counsel; McKool Smith, PC as co-counsel with Porzio;
and Emerald Capital Advisors as financial advisor.
AULT ALLIANCE: Milton Ault III Holds 14.69% of Class A Shares
-------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, the following individuals and entities reported
beneficial ownership of shares of Class A common stock of Ault
Alliance Inc. as of Oct. 20, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
Milton C. Ault, III 6,068,993 14.69%
William B. Horne 4,013 Less Than 1%
Henry C.W. Nisser 4,023 Less Than 1%
Kenneth S. Cragun 1,617 Less Than 1%
Ault Alpha LP 333,325 Less Than 1%
Ault Alpha GP LLC 333,325 Less Than 1%
Ault Capital Management LLC 333,325 Less Than 1%
Philou Ventures, LLC 11 Less Than 1%
Ault & Company, Inc. 6,063,953 14.67%
The aggregate percentage of Shares reported owned by each Reporting
Person is based upon 35,600,478 Shares outstanding, which is the
total number of Shares outstanding as of Oct. 23, 2023, as reported
by the Issuer to the Reporting Persons.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/896493/000121465923013844/p1024230sc13da7.htm
About Ault Alliance Inc.
Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly- and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which the Company mines Bitcoin, and provides mission-critical
products that support a diverse range of industries, including
crane services, oil exploration, defense/aerospace, industrial,
automotive, medical/biopharma, consumer electronics, hotel
operations and textiles. In addition, the Company extends credit
to select entrepreneurial businesses through a licensed lending
subsidiary.
Ault Alliance reported a net loss of $189.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $23.04 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$526.91 million in total assets, $336.56 million in total
liabilities, and $190.34 million in total stockholders' equity.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has a working capital
deficiency, has incurred net 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.
AVENIR KNOXVILLE: No Patient Care Concern, 3rd PCO Report Says
--------------------------------------------------------------
Teresa Teeple, the patient care ombudsman, filed with the U.S.
Bankruptcy Court for the District of Arizona her report regarding
the quality of patient care provided at Avenir Memory Care @
Knoxville, LP's assisted care living facility.
The PCO directed a representative of her office, District Ombudsman
Thomas Kahler, and his staff, Rachel Crider, to make frequent
visits to this facility.
During her visit on September 7, Ms. Crider was met with 15 staff,
in addition to residents and family members. The residents and
family members she spoke to did not express any complaints, Ms.
Crider did not observe any issues with staffing levels or care, and
the facility was clean.
During their visit on September 22, Mr. Kahler and Ms. Crider
visited with 27 residents, three family members, and 11 staff
members. Residents appeared well groomed and appropriately dressed.
Overall, the facility as well as the resident rooms Mr. Kahler
entered were clean.
Ms. Crider spoke to eight residents and seven staff during her
visit on October 4. She observed resident and staff interactions in
all three units of the facility. The facility was clean and there
appeared to be adequate supplies. She ended her visit by speaking
with Laurah Shreve, the administrator for the home, who stated that
a supplies vendor had just left after delivering the week's order,
which Ms. Crider observed stacked in the lobby.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=8bMaaR from PacerMonitor.com.
About Avenir Memory Care @ Knoxville
Avenir Memory Care @ Knoxville, LP operates a nursing care facility
in Scottsdale, Ariz.
Avenir Memory Care @ Knoxville filed its voluntary Chapter 11
petition (Bankr. D. Ariz. Case No. 23-02047) on March 31, 2023,
with $10 million to $50 million in both assets and liabilities.
David L. Craik, president and director of the General and Limited
Partners, signed the petition.
Judge Brenda Moody Whinery oversees the case.
Philip R. Rudd, Esq., at Sacks Tierney, P.A. represents the Debtor
as legal counsel.
BAUDAX BIO: Replaces Auditor EisnerAmper With KPMG
--------------------------------------------------
Baudax Bio, Inc. dismissed EisnerAmper LLP and engaged KPMG LLP as
its new independent registered public accounting firm to audit the
Company's financial statements for the year ending Dec. 31, 2023,
as disclosed in a Form 8-K filed by the Company with the Securities
and Exchange Commission.
The dismissal of EisnerAmper was recommended by the audit committee
of the board of directors of the Company, and approved by the
Board.
The Company stated that, "The report of EisnerAmper on the
financial statements of the Company as of and for the year ended
Dec. 31, 2022 did not contain any adverse opinion or a disclaimer
of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except as follows:
"EisnerAmper's report on the consolidated financial statements of
Baudax Bio, Inc. and subsidiaries as of and for the year ended
December 31, 2022 contained a separate paragraph stating that "As
discussed in Note 2 to the financial statements, the Company has
incurred recurring losses and negative cash flows from operations
and has an accumulated deficit of $190.9 million as of December 31,
2022 that raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty."
"During the year ended December 31, 2022 and the subsequent interim
period through the date of this Current Report on Form 8-K, there
were (i) no disagreements within the meaning of Item 304(a)(1)(iv)
of Regulation S-K and the related instructions between the Company
and EisnerAmper on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to EisnerAmper's satisfaction,
would have caused EisnerAmper to make reference thereto in its
report; and (ii) no reportable events within the meaning of Item
304(a)(1)(v) of Regulation S-K, except for the disclosure of the
following material weakness in the Company's internal control over
financial reporting which existed during the Company's fiscal
quarter ended June 30, 2023, as disclosed in Part I, Item 4 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2023, as filed with the Securities and Exchange Commission (the
"Commission") on August 16, 2023. The material weakness related to
the implementation of purchase price accounting principles related
to the acquisition of TeraImmune, Inc. The material weakness
identified did not result in the restatement of any previously
reported financial statements or any related financial disclosure,
nor did management believe that it had any effect on the accuracy
of the Company's financial statements for the reporting period
ended June 30, 2023. This reportable event was discussed among the
Company's management, the Audit Committee, and EisnerAmper.
EisnerAmper has been authorized by the Company to respond fully to
the inquiries of KPMG, the successor accountant, concerning this
reportable event."
Engagement of New Auditor
The decision to retain KPMG was recommended by the Audit Committee,
and approved by the Board, after taking into account the results of
a competitive review process and other business factors. KPMG
previously served as the Company's independent registered public
accounting firm from 2019 to June 21, 2022. During the Prior KPMG
Engagement Period, KPMG audited the Company's financial statements
as of and for the year ended December 31, 2021.
The Company said, "KPMG's report on the consolidated financial
statements of Baudax Bio, Inc. and subsidiaries as of and for the
year ended Dec. 31, 2021 included an explanatory paragraph
regarding the Company's ability to continue as a going concern, but
otherwise did not contain any adverse opinion or disclaimer of
opinion, nor was the report qualified or modified as to
uncertainty, audit scope, or accounting principles.
"In connection with KPMG's audit of the Company's financial
statements as of and for the year ended December 31, 2021 and the
subsequent interim period through June 21, 2022, there were (i) no
disagreements within the meaning of Item 304(a)(1)(iv) of
Regulation S-K and the related instructions between the Company and
KPMG on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
which, if not resolved to KPMG's satisfaction, would have caused
KPMG to make reference thereto in its report; and (ii) no
reportable events within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
"During the two most recent fiscal years and in the subsequent
interim period through October 19, 2023 (and except in the ordinary
course of serving as the Company's independent registered public
accounting firm during the Prior KPMG Engagement Period, as set
forth above), neither the Company, nor any party on its behalf,
consulted with KPMG regarding either (i) the application of
accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered
with respect to the Company's financial statements, and no written
reports or oral advice were provided to the Company by KPMG that
was an important factor considered by the Company in reaching a
decision as to any accounting, auditing or financial reporting
issue or (ii) any matter that was either the subject of (a) a
disagreement within the meaning of Item 304(a)(1)(iv) of Regulation
S-K or (b) a reportable event within the meaning of Item
304(a)(1)(v) of Regulation S-K."
About Baudax Bio
Headquartered in , Malvern, Pennsylvania, Baudax Bio --
www.baudaxbio.com -- is a pharmaceutical company primarily focused
on innovative products for hospital and related settings. The
Company holds exclusive global rights to two new molecular
entities, which are centrally acting Neuromuscular Blocking Agents
(NMBs), BX1000, an intermediate duration of action NMB currently
undergoing a Phase II clinical trial, and BX2000, an ultra-short
acting NMB currently undergoing a Phase I clinical trial, as well
as a proprietary blockade reversal agent, BX3000, currently being
evaluated in preclinical studies intended to support an IND filing
in 2023. BX3000 is an agent that is expected to rapidly reverse
BX1000 and BX2000 blockade.
Philadelphia, Pennsylvania-based EisnerAmper LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated Feb. 23, 2023, citing that the Company has incurred
recurring losses and negative cash flows from operations and has an
accumulated deficit of $190.9 million as of Dec. 31, 2022 that
raise substantial doubt about its ability to continue as a going
concern.
BENDED PAGE: Seeks to Hire Littler Mendelson as Special Counsel
---------------------------------------------------------------
Bended Page, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Littler Mendelson, P.C. as its
special employment counsel.
The firm will represent the Debtor in labor and employment
matters.
Littler will be paid at these hourly rates:
Thomas W. Carroll $515
Attorneys $260 to $1,455
Paralegals $65 to $485
Thomas Carroll, Esq., at Littler Mendelson, disclosed in a court
filing that he is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Thomas W. Carroll, Esq.
Littler Mendelson, PC
1900 Sixteenth Street, Suite 800
Denver, CO 80202
Telephone: (303) 362-2838
Facsimile: (303) 629-0200
Email: tcarroll@littler.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.
BLACKRIDGE CONSTRUCTION: Hires Kirby Aisner & Curley as Counsel
---------------------------------------------------------------
Blackridge Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Kirby Aisner & Curley LLP as its attorneys.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers, duties and
responsibilities of the Debtor in the continued management of its
property and affairs;
(b) negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps to effectuate
such a plan;
(c) prepare legal papers;
(d) appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent it in all matters pending before the
court;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(f) take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
(i) perform all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Dawn Kirby $575 per hour
Erica R. Aisner $475 per hour
Julie Cvek Curley $475 per hour
Associates $250-325 per hour
Law Clerks $200 per hour
Paralegals $150 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor agrees to pay and initial retainer in the amount of
$35,000 towards legal fees to be rendered, $2,500 towards expenses
to be incurred and $1,738 for the Chapter 11 filing fee due to the
Bankruptcy Court, for a total payment of $39,238.
Erica Aisner, Esq., a partner at Kirby Aisner & Curley, 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:
Erica R. Aisner, Esq.
Kirby Aisner & Curley LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Telephone: (914) 401-9500
Email: eaisner@kacllp.com
About Blackridge Construction, LLC
Blackridge Construction, LLC specializes in civil construction
projects like bridges, dams, overhead structures, highway, roadwork
and sitework projects including: moving dirt, placing asphalt and
concrete, installing underground pipelines.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-22739) on October 10,
2023. In the petition signed by James C. Carroll, president, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.
Judge Sean H. Lane oversees the case.
Erica Aisner, Esq., at Kirby Aisner & Curley LLP, represents the
Debtor as legal counsel.
BON WORTH: Unsecured Creditors Will Get 15% of Claims over 5 Years
------------------------------------------------------------------
Bon Worth Holdings, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of New York a Disclosure Statement describing
Plan of Reorganization dated October 24, 2023.
Prior to the bankruptcy, the Debtor operated a retail clothing
business and owned 28 brick and mortar stores and 1 online store
and maintained an office in Brooklyn, NY.
The Debtor's bankruptcy filing was precipitated by litigation
between the Debtor and several vendors and landlords and the
imminent entry of judgments against the Debtor. The Debtor was
burdened by unprofitable locations and had fallen behind on
obligations to secured creditors, vendors, and landlords.
During the bankruptcy case, the Debtor has closed underperforming
stores, re-negotiated leases for other stores, and has stabilized
operations. Through the Plan, the Debtor proposes to pay creditors
over a period of 60 months, making monthly aggregate payments of
approximately $27,000.00 per month.
Through the Plan, the Debtor will make payments to their creditors
funded by monthly payments funded through operations over 60
months. The Class 1 secured claim of Crossroads Financial LLC will
receive monthly payments in the amount of $18,000.00 per month with
a balloon payment representing the balance due at the end of the
60-month plan period, plus interest at the non-default contract
rate. The Class 2 secured claim of Saturn Five Health, LLC shall be
treated as an unsecured claim because the value of the collateral
is less than the amount owed to prior position secured creditors,
and Class 2 will receive a distribution of 15% of their allowed
claims paid over 5 years.
Class 3 consists of the secured tax claims filed against the Debtor
and Class 3 will also receive a 15% distribution over 5 years,
except that to the extent that all or part of a claim is entitled
to priority treatment, the priority portion will be paid in full
over 60 months. General unsecured creditors are classified in Class
4 and will receive a distribution of 15% of their allowed claims
paid over 5 years.
Class 4 consists of all general unsecured creditors. Class 4
unsecured creditors hold claims in the aggregate amount of
$662,347.57. These claims will receive a distribution in the amount
of 15% of the allowed amount of each creditor's claim payable over
60 months. This Class is impaired.
Equity interest holders of the Debtor shall retain their
interests.
Payments and distributions under the Plan will be funded by cash on
hand, a new value contribution by the Debtor's principal Don Young
in the sum of $60,000.00, and funds from future operations. By
signing this Disclosure Statement, the Debtor's principal
represents that he has the funds required and available to fund the
plan contribution.
A full-text copy of the Disclosure Statement dated October 24, 2023
is available at https://urlcurt.com/u?l=tVm5Dz from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Lawrence F. Morrison, Esq.
Brian J. Hufnagel, Esq.
Morrison-Tenenbaum, PLLC
87 Walker Street, Floor 2
New York, NY 10013
Tel: (212) 620-0938
Email: lmorrison@m-t-law.com
Email: bjhufnagel@m-t-law.com
About Bon Worth Holdings
Bon Worth Holdings, Inc., operates a retail clothing business and
owns 28 brick and mortar stores and one online store and maintains
an office in Brooklyn, New York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-43213) on Dec. 29,
2022. In the petition signed by Dan Young, its president, the
Debtor disclosed up to $50,000 in assets and up to $20 million in
liabilities.
Judge Jil Mazer-Marino oversees the case.
Lawrence F. Morrison, Esq., at Morrison Tenenbaum PLLC, is the
Debtor's legal counsel.
BRICK CITY INVESTMENT: Hires Gillman Bruton & Capone as Attorney
----------------------------------------------------------------
Brick City Investment Group, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Gillman,
Bruton & Capone, LLC as its attorneys.
The firm will provide these services:
a. advise and assist the Debtors in the completion of their
Chapter 11 bankruptcy petition, Schedules and Statement of
Financial Affairs.
b. advise the Debtor with respect to the power, duties and
responsibilities in the continued management of the financial
affairs as Debtor, including the rights and remedies of the
Debtor-in-possession with respect to its assets and with respect to
the claims of creditors;
c. negotiate with creditors of the Debtors in Possession in
working out an arrangement and to take the necessary legal steps in
order to confirm said arrangement including, if need be,
negotiation in financing said arrangement;
d. prepare on behalf of the Debtor, as Debtors In Possession,
necessary applications, answers, orders, reports and other legal
papers, including a Chapter 11 Disclosure Statement and Plan of
reorganization;
e. appear before the Bankruptcy Court and to protect the
interests of the Debtor before said Bankruptcy Court and to
represent the Debtor in all matters pending before the Bankruptcy
Court;
f. advise the Debtor concerning the day-to-day operations of
its business and the administration of its estate as
Debtor-in-possession;
g. perform all other legal services for the Debtor.
Gillman Bruton will be paid at the hourly rate of $495.
Gillman Bruton will be paid a retainer in the amount of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Marc C. Capone, a partner of Gillman Bruton, assured the Court that
the 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 estates.
Gillman Bruton can be reached at:
Marc C. Capone, Esq.
GILLMAN BRUTON & CAPONE, LLC
60 Highway 71, Unit 2
Spring Lake Heights, NJ 07762
Tel: (732) 528-1166
Email: ecf@gbclawgroup.com
About Brick City Investment
Brick City Investment Group, LLC, a company in Bloomfield, N.J.,
filed Chapter 11 petition (Bankr. D.N.J. Case No. 23-18750) on Oct.
6, 2023, with up to $50,000 in assets and $1 million to $10 million
in liabilities. Evangelos Drosos, managing member, signed the
petition.
Marc C. Capone, Esq., at Gillman, Bruton & Capone, LLC represents
the Debtor as legal counsel.
BWH TEXAS: Seeks to Hire Freeman Law as Bankruptcy Counsel
----------------------------------------------------------
BWH Texas, LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Freeman Law, PLLC to handle
its Chapter 11 case.
The firm's hourly rates are as follows:
Partners $545 per hour
Associates $275 - $350 per hour
Paralegals $75 to $125 per hour
Legal Assistants $75 to $125 per hour
In addition, the firm will receive reimbursement for work-related
expenses incurred.
The retainer fee is $25,000.
As disclosed in court filings, Freeman Law's attorneys are
"disinterested" pursuant to Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Gregory W. Mitchell, Esq.
Freeman Law, PLLC
1412 Main Street, Suite 500
Dallas TX 75202
Tel: (972) 463-8417
Email: gmitchell@freemanlaw.com
About BWH Texas
BWH Texas, LLC, a Dallas-based company, filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 23-43085) on Oct. 9, 2023, with $10
million to $50 million in assets and up to $50,000 in liabilities.
Judge Mark X. Mullin oversees the case.
Gregory W. Mitchell, Esq., at Freeman Law, PLLC, is the Debtor's
legal counsel.
CANOO INC: Schedules Annual Meeting of Stockholders for Dec. 19
---------------------------------------------------------------
Canoo Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it will be holding its 2023 annual meeting
of stockholders on Dec. 19, 2023. All other relevant information
concerning the Annual Meeting will be included in the proxy
statement relating to the Annual Meeting, which will be filed with
the SEC and become available to the Company's stockholders at a
later date.
Stockholders who intend to have a proposal considered for inclusion
in the Proxy Statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, must submit the proposal in
writing to the Company's Corporate Secretary no later than 5:00
p.m., Eastern Time, on Nov. 6, 2023.
Stockholders who wish to bring any business before the Annual
Meeting (other than by means of inclusion of a stockholder proposal
in the Proxy Materials under Rule 14a-8 of the Exchange Act), must
deliver notice thereof in proper written form to the Company's
Corporate Secretary no later than 5:00 p.m., Eastern Time, on Nov.
6, 2023 in accordance with the Company's Bylaws.
In addition to satisfying the foregoing requirements under the
Company's Bylaws, to comply with the universal proxy rules,
stockholders who intend to solicit proxies in support of director
nominees, other than the Company's nominees, must provide notice
that sets forth the information required by Rule 14a-19 under the
Exchange Act no later than 5:00 p.m., Eastern Time, on Nov. 6,
2023.
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $487.69 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $346.77 million for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had $496.47 million in
total assets, $259.90 million in total liabilities, and $236.57
million in total stockholders' equity.
Los Angeles, California-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 30, 2023, citing that the Company has suffered
recurring losses from operations, has generated recurring negative
cash flows from operating activities, and expects to continue to
incur net losses and negative cash flows from operating activities
in accordance with its ongoing activities. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
CENTRAL OKLAHOMA: Court Directs U.S. Trustee to Appoint PCO
-----------------------------------------------------------
Judge Sarah Hall of the U.S. Bankruptcy Court for the Western
District of Oklahoma directed the U.S. Trustee for Region 14 to
appoint a patient care ombudsman for Central Oklahoma United
Methodist Retirement Facility, Inc.
In her order, the bankruptcy judge held that the provisions of
Section 333(a)(1) of the Bankruptcy Code for appointment of a
patient care ombudsman apply to Central Oklahoma United Methodist
Retirement Facility, Inc. after having filed its bankruptcy
petition, indicating that it operates a health care business.
"The appointment of a PCO shall be without prejudice to any party
in-interest's right to request that any PCO be replaced or removed
at a later date upon a showing of cause and notice and opportunity
to respond to such request consistent with Section 333 of the
Bankruptcy Code," Judge Hall said.
About Central Oklahoma United Methodist
Retirement Facility
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 Sept. 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.
The Debtor tapped Sidney K. Swinson, Esq., at Gable & Gotwals as
legal counsel and Raymond James & Associates, Inc. as investment
banker, underwriter and bond placement agent.
CHINAH USA: Unsecureds Will Get 100% of Claims over 5 Years
-----------------------------------------------------------
Chinah USA, LLC, and its affiliates filed with the U.S. Bankruptcy
Court for the Southern District of New York a Joint Small Business
Subchapter V Plan of Reorganization dated October 23, 2023.
The Debtors have not been able to realize the revenues they
required in order to remain profitable which is due, in part, to an
inability to properly staff the locations. Also, the Affiliate
Debtors experienced significant operating losses so any profits
which may have been realized by the Debtors were utilized by the
enterprises to cover cash flow shortages at those locations. As a
result, the Debtors and the Affiliate Debtors fell behind on their
operating expenses and ultimately necessitated the filing of the
Chapter 11 Cases.
Post-Chapter 11 filing, the Debtors suffered losses due to
continued staffing shortages and foot traffic in New York City,
likely due to the onset of summer and the closure of schools and
offices. However, post Labor Day, the revenues are notably
rebounding which includes a significant rise in catering revenues.
The Debtors have also been able to hire more workforce to
adequately serve the increase in food traffic more efficiently. The
Debtors anticipate this revenue climb to continue and the
projections annexed hereto reflect same.
Class 3 shall consist of the Allowed Claims of holders of
promissory notes. Holders of Allowed Class 3 Claims shall be
entitled to elect the following:
* Option 1: On the Effective Date, such holders shall be
entitled to convert their Allowed Class 3 Claim to equity in Chinah
USA and thereafter such holders shall be subject to the existing
Operating Agreement of such entity. (Information on the issuance of
equity in Chinah USA, valuation and corporate governance documents
can be obtained by contacting Debtors' counsel.), or
* Option 2: Holders of Allowed Class 3 Claims can receive the
same treatment as Allowed Class 4 General Unsecured Claims, which
distributions shall be shared pro rata between holders of Allowed
Class 3 Claims selecting Option 2, and the holders of Allowed Class
4 Claims.
Class 4 shall consist of Allowed General Unsecured Claims. The
holders of Allowed General Unsecured Claims shall receive up to
100% of their Allowed Class 4 Claims, pro rata with the holders of
Allowed Class 3 Claims which have elected Option 2, without
interest, from the remaining balance of the Plan Funds, after
payment in full of all Unclassified Claims and Allowed Class 2
Claims, payable in consecutive equal quarterly installments for
five years, for a total of twenty quarterly payments, as set forth
in the projections. The holders of the Allowed Class 3 Claims are
Impaired.
Class 5 shall consist of the Debtors Interest Holders. The Debtors
Interest Holders will retain their interest in the Debtors and
shall not receive any distribution on account of such Interests
during the pendency of the Plan. The Class 5 Interest Holders are
Unimpaired.
The Plan shall be funded from the Plan Fund. "Plan Fund" shall
mean the Exit Funding and the Debtors' collective disposable income
over the 5 year period following the Effective Date.
Except as otherwise provided in the Plan, the Cash required to be
distributed to holders of Allowed Claims under the Plan shall be
distributed by the Disbursing Agent as each distribution comes due
under this Plan, except that to the extent that a Claim becomes an
Allowed Claim after the respective distribution date, in which case
distribution shall be made within 14 days after the order allowing
such Claim becomes a Final Order.
A full-text copy of the Subchapter V Plan dated October 23, 2023 is
available at https://urlcurt.com/u?l=dcsyL4 from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Erica R. Aisner, Esq.
Kirby Aisner & Curley LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Telephone: (914) 401-9500
Email: eaisner@kacllp.com
About Chinah USA
Chinah USA LLC is a New Jersey limited liability company and the
sole member of Chinah Brooklyn Commons LLC and Chinah 275 Madison
LLC. Its sole function is to hold the equity of these subsidiaries
as well as to provide administrative and strategic services to the
enterprise as a whole.
Chinah Brooklyn and Chinah Madison operate quick service
restaurants serving low-cost fresh Asian cuisine. Chinah Brooklyn's
principal place of business at 2 Metrotech Center, Brooklyn, NY
11201 and Chinah Madison's principal place of business is at 285
Madison Avenue New York, NY 10017.
Chinah USA LLC and affiliates Chinah Brooklyn Commons LLC and
Chinah 275 Madison LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11157) on
July 24, 2023. In the petition signed by Hegel Hei, chief
executive officer, Chinah USA disclosed up to $50,000 in assets and
up to $10 million in liabilities.
Judge David S. Jones oversees the cases.
Erica Aisner, Esq., at Kirby Aisner and Curley LLP, is the Debtors'
legal counsel.
CLUBCORP HOLDINGS: S&P Lowers ICR to 'SD' on Distressed Exchange
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating (ICR) on
ClubCorp Holdings Inc. (doing business as Invited Inc.) to 'SD'
(selective default) from 'CC' and its issue-level rating on its
$425 million senior unsecured notes to 'D' from 'C'.
S&P said, "Our 'B-' issue level rating on the existing first-lien
debt remains on CreditWatch, where we placed it with negative
implications on Oct. 12, 2023, because of the potential variability
in the company's final debt structure and maturity profile, which
may result in a prospective ICR below 'CCC+'. We believe the term
loan holders received adequate compensation for the
amend-and-extend transaction, thus we do not view it as tantamount
to a default.
"We plan to raise our ICR on Invited as soon as practical once all
aspects of the transaction close and its debt structure and
maturity profile are clear (likely reflecting an unsustainable
capital structure). At that time, we plan to assign an issue-level
rating to the new amended and extended $1.1 billion term loan and
any incremental new term loans.
"The downgrade follows Invited's exchange of 74% of its $425
million senior unsecured notes for a new second-lien facility,
which we view as distressed and tantamount to a default. This
exchange is tantamount to default because the paid-in-kind (PIK)
nature of the interest on the second-lien term loan is inferior to
the cash-pay interest of the senior unsecured notes. There are also
no step-ups in the interest rate on the loan and the provision of
collateral in a second-lien position is of limited benefit, given
the company's substantial amount of higher-priority debt. The
second-lien PIK term loan will continue to be disadvantaged by
Invited's substantial amount of first-lien debt, which will likely
increase because it plans to raise incremental first-lien term
loans to repurchase, repay, redeem, or otherwise retire its
outstanding unsecured notes.
"We believe the exchange acknowledges the significant risk of
refinancing this debt under current market conditions, given the
issuer's highly leveraged capital structure. Following the
consummation of the notes exchange, approximately $109 million in
aggregate principal amount of the company's existing unsecured
notes maturing in September 2025 will remain outstanding. If
Invited cannot redeem a sufficient amount of the remaining
unsecured notes such that more than $42.5 million remains
outstanding, then the maturity dates of the new $1.1 billion
amended and extended term loan will accelerate to August 2025.
"We believe the amendment and extension of the first-lien term loan
is not tantamount to a default because the offer was at par and
included a step up in the spread to S+500, a PIK fee of 350 basis
points (bps), the inclusion of BigShots in the collateral package,
a $44 million paydown to the lenders who provided consent prior to
the consent deadline, and amendments to the existing credit
agreement that will likely improve lender protections by limiting
restricted payments and other previously permitted actions, which
could be detrimental to the lenders." Approximately $36 million in
aggregate principal amount of Invited's term loans maturing in
September 2024 remain outstanding.
The transaction mostly addresses Invited's upcoming maturities,
though its capital structure will likely remain unsustainable.
Although the transactions mostly addressed the company's 2024
maturity wall, S&P continues to believe its capital structure is
unsustainable because it has not reduced its total debt (the
proposed second-lien PIK debt will accrete prior to maturity,
increasing the company's total debt burden), there was no material
reduction in its S&P Global Ratings-adjusted leverage under its
EBITDA assumptions, and its free cash flow will remain depressed
due to the significant increase in its cash interest expense and
high capital expenditure (capex) through 2024. In addition, the
company continues to face material outstanding debt maturities in
2025. Invited's existing $130 million revolver is current and
matures in September 2024 and it still has $36 million of
outstanding term loans maturing in September 2024 and about $109
million of outstanding unsecured notes maturing in September 2025
unless it redeems them as planned. If these are not redeemed, then
the new $1.1 billion amended and extended term loan would become
due in August 2025
S&P said, "We will update our base-case forecast and reassess our
ratings once all aspects of the transaction close. At that time, we
will likely raise our ICR on Invited to 'CCC' or 'CCC+' depending
upon its final debt structure and maturity profile. We also plan to
assign an issue-level rating to the new $1.1 billion amended and
extended term loan at that time and any incremental new term loans.
Our '2' recovery rating on the company's first-lien debt and '6'
recovery rating on its senior unsecured notes will likely remain
unchanged, though we may revise our rounded recovery estimate for
the first-lien debt.
"We continue to view Invited's liquidity as less than adequate over
the next 12-24 months. The company's outstanding $130 million
revolver currently has full availability but is current and matures
in September 2024. Under our liquidity assessment, we only
incorporate the undrawn portions of available liquidity when they
are committed and have more than 12 months to maturity. Therefore,
we expect Invited's sources of cash will be less than 1.2x its uses
over the next 12 months. In addition, we believe the company would
likely be unable to absorb low-probability adversities, given its
high capital requirements and near-term refinancing needs, and view
its standing in the credit markets as poor (because its notes are
currently trading at very high yields).
"The CreditWatch on Invited's first-lien debt reflects the
likelihood that we will either affirm or lower our issue-level
rating depending upon the determination of the issuer credit rating
once the final debt structure and maturity profile is clear post
close. At that time, we will resolve the CreditWatch. This could
include withdrawing ratings on the existing first lien debt if it
is fully refinanced."
COMMSCOPE: Weighs Options With Creditors Due to Financial Distress
------------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that telecommunications
infrastructure company CommScope Holding Co. and its creditors are
assessing options after a steep earnings miss plunged the company
into financial distress, according to people with knowledge of the
matter.
The company is getting advice from Evercore Inc. and Latham &
Watkins, among other advisers, on ways to shore up its balance
sheet, said the people, who asked not to be named because talks are
private. The company is examining how to address upcoming debt
maturities and considering options for future asset sales, the
people added.
About Commscope Holding Co.
Commscope Holding Co. operates as a holding company. The Company,
through its subsidiaries, provides end-to-end solutions connecting
technology and wireless and wired networks. CommScope Holding
serves customers worldwide.
COMMUNITY HEALTH: Posts $91 Million Net Loss in Third Quarter
-------------------------------------------------------------
Community Health Systems, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss attributable to the Company's stockholders of $91 million
on $3.08 billion of net operating revenues for the three months
ended Sept. 30, 2023, compared to a net loss attributable to the
Company's stockholders of $42 million on $3.02 billion of net
operating revenues for the three months ended Sept. 30, 2022.
Adjusted EBITDA for the three months ended Sept. 30, 2023, was $360
million compared to $400 million for the same period in 2022.
During the three months ended Sept. 30, 2023, pandemic relief funds
did not materially impact Adjusted EBITDA. During the three months
ended Sept. 30, 2022, pandemic relief funds had a positive impact
on Adjusted EBITDA of approximately $115 million.
The Company said the increase in net loss attributable to Community
Health Systems, Inc. stockholders and the decrease in Adjusted
EBITDA for the three months ended Sept. 30, 2023, compared to the
same period in 2022, is primarily due to unfavorable changes in
payor mix, a reduction in pandemic relief funds recognized, higher
costs for supplemental reimbursement programs, and increased rates
for outsourced medical specialists, partially offset by stronger
inpatient volumes and reduced expense for contract labor.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss attributable to the Company's stockholders of $180 million
on $9.31 billion of net operating revenues compared to a net loss
attributable to the Company's stockholders of $369 million on $9.07
billion of net operating revenues for the same period during the
prior year.
As of Sept. 30, 2023, the Company had $14.67 billion in total
assets, $15.56 billion in total liabilities, $329 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries, and a total stockholders' deficit of $1.22 billion.
Commenting on the results, Tim L. Hingtgen, chief executive officer
of Community Health Systems, Inc., said, "Strong volume growth in
admissions, adjusted admissions, ER visits and clinic appointments
during the quarter reflect successful execution of many of our key
strategies, including investments in service lines, physician
recruitment, capacity optimization programs, and the maturity of
our transfer center services. Our local management teams are
focused on ensuring access to health services for their communities
and our healthcare workers continue to deliver high-quality care
for their patients."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1108109/000095017023055644/cyh-20230930.htm
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. The Company's
affiliates are providers of healthcare services, developing and
operating healthcare delivery systems in 43 distinct markets across
15 states. As of Oct. 25, 2023, the Company's subsidiaries own or
lease 76 affiliated hospitals with over 12,000 beds and operate
more than 1,000 sites of care, including physician practices,
urgent care centers, freestanding emergency departments,
occupational medicine clinics, imaging centers, cancer centers and
ambulatory surgery centers.
* * *
As reported by the TCR on March 3, 2023, Moody's Investors Service
downgraded CHS/Community Health Systems, Inc.'s ("Community")
Corporate Family Rating to Caa1 from B3. Moody's said the
downgrade of Community's ratings reflects a significant increase in
the company's financial leverage and the uncertainty associated
with the company's ability to generate positive free cash flow
given the tough operating environment.
CORNER CREEK: Seeks to Hire Goldstein Bershad as Attorney
---------------------------------------------------------
Corner Creek Center LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to hire Goldstein
Bershad & Fried PC as its attorneys.
The firm will provide legal services in connection with the
Debtor's Chapter 11 case, which include the preparation of its
bankruptcy plan, negotiation with creditors, and advising the
Debtor concerning the sale of its assets.
The firm's hourly rates are:
Senior Attorneys $400
Paralegals $75
Goldstein received an initial retainer in the amount of $16,738, of
which $7,865 was used to pay its pre-bankruptcy services.
Scott Kwiatkowski, Esq., at Goldstein, disclosed in a court filing
that his firm is a "disinterested person" pursuant to Section
101(14) of the Bankruptcy Code.
Goldstein may be reached at:
Scott M. Kwiatkowski, Esq.
Goldstein Bershad & Fried, PC
4000 Town Center, Suite 1200
Southfield, MI 48075
Tel: (248) 335-5300
Fax: (248) 355-4644
Email: scott@bk-lawyer.net
About Corner Creek Center LLC
Corner Creek Center LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-48356) on
September 22, 2023. In the petition signed by Andrew McLemore,
managing member, the Debtor disclosed up to $50,000 in assets and
up to $10 million in liabilities.
Judge Thomas J. Tucker oversees the case.
Scott M. Kwiatkowski, Esq., at Goldstein Bershad & Fried PC,
represents the Debtor as legal counsel.
CRU TRANSPORTATION: Hires Lane Law Firm PLLC as Legal Counsel
-------------------------------------------------------------
CRU Transportation LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ The Lane Law
Firm, PLLC as its legal counsel.
The firm will provide these services:
(a) assist, advise, and represent the Debtor relative to the
administration of the Chapter 11 case;
(b) assist, advise, and represent the Debtor in analyzing its
assets and liabilities, investigating the extent and validity of
lien and claims, and participating in and reviewing any proposed
asset sales or dispositions;
(c) attend meetings and negotiate with representatives of
secured creditors;
(d) assist the Debtor in the preparation, analysis, and
negotiation of any plan of reorganization and disclosure
statement;
(e) take all necessary action to protect and preserve the
interests of the Debtor;
(f) appear, as appropriate, before the bankruptcy court, the
appellate courts, and other courts in which matters may be heard;
and
(g) perform all other necessary legal services.
The firm will be paid at these rates:
Robert C. Lane, Partner $500 per hour
Joshua D. Gordon, Partner $500 per hour
Associate Attorneys $375 to $425 per hour
Bankruptcy Paralegals/Legal Assistants $150 to $190 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received payments for its retainer in the total amount of
$30,000.
Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
A. Zachary Casas, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
joshua.gordon@lanelaw.com
zach.casas@lanelaw.com
About CRU Transportation LLC
CRU Transportation LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-60547-mmp) on
October 24, 2023. In the petition signed by Adam Hoffman, chief
financial officer, the Debtor disclosed up to $500,000 in assets
and up to $1 million in liabilities.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
legal counsel.
CS LEE DMD: Unsecureds Will Get 10% of Claims over 36 Months
------------------------------------------------------------
CS Lee DMD MMSC, PLLC, filed with the U.S. Bankruptcy Court for the
District of Massachusetts a Chapter 11 Plan of Reorganization dated
October 24, 2023.
Debtor is a Massachusetts limited liability company that owns and
operates a dental office, located in Bridgewater, Massachusetts.
The Debtor's dental office is situated on the property owned by 555
Bedford Street, LLC, which is managed by the Debtor's principal,
Chong Lee.
The bankruptcy filing was precipitated by the Debtor's inability to
keep making payments on its general unsecured debt. The Debtor's
operations were severely affected by COVID, and it is still in the
process of recovering from the COVID closures. It is currently
operating and meeting its current obligations as they come due.
The Debtor intends to utilize the chapter 11 process in order to
reorganize and anticipates filing a proposed Plan that pays the
secured and priority claims in full.
The Debtor's current cash and future operations will allow the
Debtor to provide meaningful distributions to its creditors. The
Plan contemplates that: (i) the satisfaction in full of all
administrative and priority claims; (ii) the full satisfaction of
the priority claim of the Internal Revenue Service, to the extent
that such claim is attributable to unpaid prepetition taxes and
interest; (iii) the full satisfaction of the secured claims of
Choicehealth Finance, Corporation Service Company and Funding
Circle; (iv) a 10% dividend to allowed claims of general unsecured
creditors.
Class 7.1 consists of the general unsecured claims of the Debtor.
The Debtor estimates that there will be approximately $171,140.72
in general unsecured claims. This amount is owed to various issuers
of corporate credit cards. Pursuant to Section 1191(c)(2)(a) of the
Code, in full and final settlement and satisfaction of all allowed
7.1 Claims, holders of such allowed claims will receive deferred
cash payments equal to 10% of such holder's Allowed Class 7.1
Claim, over a period of 36 months. Class 7.1 is impaired.
Class 8.1 consists of all equity interests of the Debtor. The
equity interest holder of the Debtor is Chong S. Lee, who shall
receive no distribution under the Plan on account of such
interests, but will retain unaltered legal, contractual and
equitable rights which such interest was entitled as of the date of
the Petition.
Pursuant to Section 1123(a)(5) of the Bankruptcy Code, the Debtor
plans to implement the plan using projected future income. In
addition to the use of projected future income, the Debtor's
reorganization is facilitated by cash on deposit in the Debtor's
account.
The Debtor anticipates that this cash will be sufficient to: (a)
pay administrative claims and priority claims in full, other than
claims subject to separately agreed payment terms and tax claims;
(b) provide for payments to secured and unsecured creditors
contemplated by this plan; and (c) maintain a sufficient capital
balance for the Debtor to maintain its operations.
A full-text copy of the Plan of Reorganization dated October 24,
2023 is available at https://urlcurt.com/u?l=nbKbkk from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Peter M. Daigle, Esq.
The Law Office of Peter M. Daigle
1550 Falmouth Road, Suite 10
Centerville, MA 02632
Telephone: (508) 771-7444
Email: pmdaigleesq@yahoo.com
About CS Lee, DMD, MMSC, PLLC
CS Lee, DMD, MMSC, PLLC is a Massachusetts limited liability
company that owns and operates a dental office, located in
Bridgewater, Massachusetts. The Debtor's dental office is situated
on the property owned by 555 Bedford Street, LLC, which is managed
by the Debtor's principal. The Debtor's principal, Chong Lee, is
the sole dentist at the office and employees three part time
employees.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-11184) on July 26,
2023. In the petition signed by Lee, the Debtor disclosed up to
$50,000 in assets and up to $500,000 in liabilities.
Judge Christopher J. Panos oversees the case.
Peter M. Daigle, Esq., at Daigle Law Office, is the Debtor's legal
counsel.
CYXTERA TECHNOLOGIES: Brookfield to Purchase Assets for $775 Mil.
-----------------------------------------------------------------
Layan Odeh of Bloomberg News reports that Brookfield Infrastructure
Partners LP will acquire most of the assets of bankrupt data center
firm Cyxtera Technologies Inc. for $775 million, adding new
holdings in a key area of focus for the alternative asset manager.
The Toronto-based firm signed a deal to buy the real estate at
which seven of Cyxtera's US data centers are located from several
landlords, according to a statement Wednesday. The transaction,
which was previously reported by Bloomberg, includes Brookfield
buying assets from Digital Realty Trust Inc. and Digital Core
REIT.
About Cyxtera Technologies
Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. --
https://www.cyxtera.com/ -- is a global data center company
providing retail colocation and interconnection services. The
Company provides a suite of connected and automated infrastructure
and interconnection solutions to more than 2,300 enterprises,
service providers and government agencies around the world --
enabling them to scale faster, meet rising consumer expectations
and gain a competitive edge.
Cyxtera and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on
June 4, 2023. In the petition signed by Eric Koza, chief
restructuring officer, the Debtor disclosed up to $131 million in
assets and up to $2.679 billion in liabilities.
Judge John K. Sherwood oversees the case.
The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis
International LLP as general bankruptcy counsel, Cole Schotz P.C.
as co-bankruptcy counsel, Guggenheim Securities, LLC as investment
banker, AlixPartners LLP as restructuring advisor, and Kurtzman
Carson Consultants LLC as noticing and claims agent.
An ad hoc group of first lien lenders is represented by Gibson,
Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as
financial advisor.
On June 20, 2023, the U.S. Trustee for Region 3 appointed an
official committee to represent unsecured creditors. The committee
tapped Pachulski Stang Ziehl & Jones, LLP, as its legal counsel and
Alvarez & Marsal North America, LLC, as financial advisor.
CYXTERA TECHNOLOGIES: Trustee Slams Ch.11 Plan Claim Releases
-------------------------------------------------------------
The U.S. Trustee's Office asked a New Jersey bankruptcy judge to
reject data center company Cyxtera Technologies Inc.'s proposed
Chapter 11 plan, saying the company's claims releases are
"overbroad."
The U.S. Trustee objects to several of the provisions in the Second
Amended Plan. According to the U.S. Trustee, the Second Amended
Plan provides overbroad exculpation provisions, overbroad release
provisions, impermissible third-party release provisions as they
are not consensual, and improper injunction provision.
About Cyxtera Technologies
Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. --
https://www.cyxtera.com/ -- is a global data center company
providing retail colocation and interconnection services. The
Company provides a suite of connected and automated infrastructure
and interconnection solutions to more than 2,300 enterprises,
service providers and government agencies around the world --
enabling them to scale faster, meet rising consumer expectations
and gain a competitive edge.
Cyxtera and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on
June 4, 2023. In the petition signed by Eric Koza, chief
restructuring officer, the Debtor disclosed up to $131 million in
assets and up to $2.679 billion in liabilities.
Judge John K. Sherwood oversees the case.
The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis
International LLP as general bankruptcy counsel, Cole Schotz P.C.
as co-bankruptcy counsel, Guggenheim Securities, LLC as investment
banker, AlixPartners LLP as restructuring advisor, and Kurtzman
Carson Consultants LLC as noticing and claims agent.
An ad hoc group of first lien lenders is represented by Gibson,
Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as
financial advisor.
On June 20, 2023, the U.S. Trustee for Region 3 appointed an
official committee to represent unsecured creditors. The committee
tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and
Alvarez & Marsal North America, LLC, as financial advisor.
D&S ENTERPRISES: Case Summary & Eight Unsecured Creditors
---------------------------------------------------------
Debtor: D&S Enterprises, Inc.
136 Campsite Road
Bernville, PA 19506
Business Description: The Debtor owns and operates a campground RV
park.
Chapter 11 Petition Date: November 2, 2023
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 23-13318
Debtor's Counsel: Eric B. Freedman, Esq.
SILVERANG ROSENDZWEIG & HALTZMAN, LLC
900 East 8th Avenue, Suite 300
King of Prussia PA 19406
Phone: 610-263-0115
Email: EFreedman@sanddlawyers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scot Powell as president.
A copy of the Debtor's list of eight unsecured creditors is
available for free at PacerMonitor.com:
https://www.pacermonitor.com/view/4S4DISI/DS_Enterprises_Inc__paebke-23-13318__0001.2.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4KK2D5A/DS_Enterprises_Inc__paebke-23-13318__0001.0.pdf?mcid=tGE4TAMA
DIAMOND SPORTS: Slow Bankruptcy Affects 2024 Season Planning
------------------------------------------------------------
Jonathan Randles of Bloomberg Law reports that Major League
Baseball says that the slow bankruptcy of Diamond Sports is hurting
the 2024 season planning.
Major League Baseball said the prolonged bankruptcy of local sports
broadcaster Diamond Sports Group is leaving teams in limbo because
they don’t know if the company's Bally Sports channels will
continue televising their games next season.
MLB said it's contingency planning in case it has to take over
broadcasts for as many as 12 teams next year, according to a court
filing Wednesday, and doesn't know if Diamond will end television
agreements before the start of the 2024 season.
About Diamond Sports Group
Diamond Sports Group, LLC and its affiliates own and/or operate
the
Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally
Sports
RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also
holds joint venture interests in Marquee, the home of the Chicago
Cubs, and the YES Network, the local destination for the New York
Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local
professional telecasts each year in addition to a wide variety of
locally produced sports events and programs.
DSG is an unconsolidated and independently run subsidiary of
Sinclair Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead
Case
No. 23-90116) on March 14, 2023. In the petition filed by David F.
DeVoe, Jr., as chief financial officer and chief operating
officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsels; AlixPartners, LLP as financial advisor;
Moelis& Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP as tax advisor; Deloitte Financial
Advisory Services, LLP as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel;
FTI Consulting, Inc., as financial advisor; and Houlihan Lokey
Capital, Inc., as investment banker.
DIGITAL MEDIA: Lion Capital Holds 32.8% of Class A Shares
---------------------------------------------------------
Lion Capital LLP, a British private equity firm specializing in
investments in the consumer sector, disclosed in a Schedule 13D/A
filed with the Securities and Exchange Commission that as of March
29, 2023, it beneficially owned 1,084,735 shares of Class A common
stock of Digital Media Solutions, Inc., representing 32.8 percent
of the shares outstanding.
The reported amount includes (i) 508,285 shares of Class A Common
Stock, (ii) 379,243 Class A Shares issuable in respect of 28,671
shares of Series B Cumulative Preferred Shares and (iii) 197,207
Class A Shares issuable in respect of 2,958,098 warrants. The
percentage was calculated assuming 3,303,975 Class A Shares based
upon 2,727,525 Class A Shares outstanding, as reported in the
Issuer's Form 10-Q filed with the SEC on Aug. 18, 2023, as
increased by (i) 379,243 Class A Shares issuable in respect of
28,671 Series B Preferred Shares and (ii) 197,207 Class A Shares
issuable in respect of 2,958,098 Warrants.
Lyndon Lea, founder and managing partner of Lion Capital, also
reported beneficial ownership of 1,087,389 Class A shares of
Digital Media.
The securities reported are managed by Lion Capital on behalf of
funds and accounts including:
* Lion Capital Fund IV, L.P.;
* Lion Capital Fund IV-A, L.P.;
* Lion Capital Fund IV (USD), L.P.;
* Lion Capital Fund IV-A (USD), L.P.;
* Lion Capital Fund IV SBS, L.P.;
* Lion Capital Fund IV SBS (USD), L.P. ;
* Lion Capital (Guernsey) BridgeCo Limited; and
* LF IV PledgeCo LP.
The Manager is the sole owner of Lion Capital IV GP Limited, which
is the General Partner of each of the Funds. The Funds are the
owners of BridgeCo and Lion FIV Pledgeco Limited, the latter of
which is the General Partner of PledgeCo. The Funds and BridgeCo
are limited partners of PledgeCo. The Manager is controlled by
Lyndon Lea.
On March 29, 2023, BridgeCo purchased from the Issuer, in a private
transaction, 28,671 Series B Preferred Shares and 2,958,098
Warrants for an aggregate consideration of $2,867,080. The funds
for this transaction were provided via a debt facility made
available to BridgeCo by the Royal Bank of Scotland International.
On Oct. 10, 2023, certain of the reported securities were
contributed to PledgeCo in connection with a financing facility for
the benefit of the Funds and BridgeCo, including 28,671 Series B
Preferred Shares contributed by BridgeCo and 508,285 Class A Shares
contributed by the Funds.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1459118/000119312523265215/d566447dsc13da.htm
About Digital Media
Headquartered in Clearwater, Florida, Digital Media Solutions, Inc.
(NYSE: DMS) -- @ digitalmediasolutions.com -- is a provider of
data-driven, technology-enabled digital performance advertising
solutions connecting consumers and advertisers within the auto,
home, health, and life insurance, plus a long list of top consumer
verticals. The DMS first-party data asset, proprietary advertising
technology, significant proprietary media distribution, and
data-driven processes help digital advertising clients de-risk
their advertising spend while scaling their customer bases.
Digital Media reported a net loss of $52.50 million for the year
ended Dec. 31, 2022. As of June 30, 2023, the Company had $177.91
million in total assets, $322.59 million in total liabilities,
$16.33 million in preferred stock, and a total deficit of $161.01
million.
The New York Stock Exchange notified the Securities and Exchange
Commission via Form 25-NSE of its intention to remove the entire
class of Class A Common Stock of Digital Media from listing and
registration on the Exchange on Oct. 23, 2023, pursuant to the
provisions of Rule 12d2-2(b) because, in the opinion of the
Exchange, the Securities are no longer suitable for continued
listing and trading on the NYSE. The Exchange has determined to
delist the Company's Securities pursuant to Section 802.01B of the
NYSE's Listed Company Manual because the Company had fallen below
the NYSE's continued listing standard requiring listed companies to
maintain an average global market capitalization over a consecutive
30 trading day period of at least $15,000,000. On Sept. 25, 2023,
the Exchange determined that the Securities of the Company should
be suspended from trading and directed the preparation and filing
with the Commission of this application for the removal of the
Securities from listing and registration on the NYSE. The Company
was notified on Sept. 25, 2023. Pursuant to the above
authorization, a press release regarding the proposed delisting was
issued and posted on the Exchange's website on Sept. 25, 2023, and
trading in the Securities was immediately suspended. The Company
had a right to appeal to a Committee of the Board of Directors of
the Exchange, the determination to delist the Securities, provided
it filed a written request for such a review with the Secretary of
the Exchange within ten business days of receiving notice of the
delisting determination. The Company did not file such request
within the specified period. Consequently, all conditions
precedent under SEC Rule 12d2-2(b) to the filing of this
application have been satisfied.
* * *
As reported by the Troubled Company Reporter on Sept. 1, 2023, S&P
Global Ratings raised its issuer credit rating on U.S.-based
digital advertising solutions provider Digital Media Solutions Inc.
(DMS) to 'CCC' from 'SD' (selective default). S&P said the
negative outlook reflects limited visibility into the company's
recovery and the potential of a debt restructuring in 2024
following the expiration of the company's PIK option period, absent
significant cash flow improvement.
DINARDO LAW: Seeks to Hire Hamrick & Evans as Local Counsel
-----------------------------------------------------------
The DiNardo Law Firm, PC seeks approval from the U.S. Bankruptcy
Court for the Western District of New York to employ Hamrick &
Evans LLP as its local counsel.
The firm will provide its services in connection with litigation
involving Debtor to the Chapter 7 bankruptcy of Girardi Keese, Bk.
No. 2:20-bk-21022-BR.
The hourly rates being charged by Hamrick & Evans are:
Jeff W. Poole, Esq., Partner $400
Various Associates $275
Various Paralegals $200
Jeff Poole, Esq., a partner at Hamrick & Evans, assured the court
that his firm is a disinterested person, within the meaning of the
Bankruptcy Code Section 101(14).
The firm can be reached through:
Jeff W. Poole, Esq.
HAMRICK & EVANS LLP
2600 W. Olive Ave., Ste. 1020
Burbank, CA 91505
Telephone: (818) 763-5292
Facsimile: (818) 763-2308
About DiNardo Law Firm
DiNardo Law Firm, PC filed Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 23-10865) on Sept. 8, 2023, with $1 million to $10 million
in assets and $10 million to $50 million in liabilities. Joseph
DiNardo, sole shareholder, signed the petition.
The Debtor tapped Daniel F. Brown, Esq., at Lippes Mathias LLP as
legal counsel and Dansa D'Arata & Soucia, LLP as accountant. The
Debtor tapped Hamrick & Evans LLP as its local counsel.
DIOCESE OF ALBANY: Seeks Abuse Liability Mediation in Chapter 11
----------------------------------------------------------------
Vince Sullivan of Law360 reports that the Roman Catholic Diocese of
Albany asked a New York bankruptcy court late Tuesday, October 31,
2023, to refer several critical case issues to mediation, saying
questions about the extent of its liability for claims of childhood
sexual abuse would best be answered through a court-supervised
process.
About The Roman Catholic Diocese of Albany
The Roman Catholic Diocese of Albany is a religious organization in
Albany, N.Y. It covers 13 counties in Eastern New York, including a
portion of the 14th county. Its Mother Church is the Cathedral of
the Immaculate Conception in the city of Albany.
New York's Child Victims Act, which took effect in August 2019,
temporarily sets aside the usual statute of limitations for
lawsuits to give victims of childhood sexual abuse a year to pursue
even decades-old claims. Hundreds of new lawsuits have been filed
against churches and other institutions since the law took effect
on Aug. 14, 2019.
Facing the financial weight of new sexual misconduct lawsuits, at
least four of the eight Roman Catholic dioceses in the state, has
already sought Chapter 11 protection. The dioceses that have
declared bankruptcy include the Diocese of Rochester and the
Diocese of Rockville Centre on Long Island.
The Catholic Diocese of Albany sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on
March 15, 2023. In the petition filed by Fr. Robert P. Longobucco,
the Debtor estimated assets between $10 million and $50 million and
liabilities between $50 million and $100 million.
Judge Robert E. Littlefield, Jr. oversees the case.
The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel;
Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott
& Associates, PC as financial advisor; and Bonadio & Co., LLP as
accountant. Donlin, Recano & Company, Inc. is the claims and
noticing agent.
On April 17, 2023, the U.S. Trustee for Region 2 appointed two
separate committees to represent unsecured creditors and tort
claimants in the Debtor's Chapter 11 case.
The unsecured creditors' committee tapped Lemery Greisler, LLC, as
legal counsel; Dundon Advisors, LLC as financial advisor; and
OneDigital Investment Advisors, LLC as special investment
consultant.
Stinson, LLP and OneDigital Investment Advisors serve as the tort
committee's legal counsel and special investment consultant,
respectively.
DIRECT TEXTILE: Seeks to Hire Lane Law Firm as Counsel
------------------------------------------------------
Direct Textile Store, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire The Lane Law Firm,
PLLC as its bankruptcy counsel.
The firm will provide these services:
(a) assist, advise, and represent the Debtor relative to the
administration of the Chapter 11 case;
(b) assist, advise, and represent the Debtor in analyzing its
assets and liabilities, investigating the extent and validity of
lien and claims, and participating in and reviewing any proposed
asset sales or dispositions;
(c) attend meetings and negotiate with representatives of
secured creditors;
(d) assist the Debtor in the preparation, analysis, and
negotiation of any plan of reorganization and disclosure
statement;
(e) take all necessary action to protect and preserve the
interests of the Debtor;
(f) appear, as appropriate, before the bankruptcy court, the
appellate courts, and other courts in which matters may be heard;
and
(g) perform all other necessary legal services.
The firm will be paid at these rates:
Robert C. Lane, Partner $550 per hour
Joshua D. Gordon, Partner $500 per hour
Associate Attorneys $425 per hour
Bankruptcy Paralegals/Legal Assistants $150 to $190 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received payments for its retainer in the total amount of
$40,000.
Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
A. Zachary Casas, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
joshua.gordon@lanelaw.com
zach.casas@lanelaw.com
About Direct Textile Store, LLC
Direct Textile Store, LLC is a wholesale supplier of bed linens,
towels, bed sheets, and textile supplies.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-43225) on October 24,
2023. In the petition signed by John Henry Lee III, president, the
Debtor disclosed $165,587 in assets and $3,737,648 in liabilities.
Judge Edward L. Morris oversees the case.
Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor
as legal counsel.
DRILLING COMPANY: Hires Bruner Wright as Bankruptcy Counsel
-----------------------------------------------------------
Drilling Company, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Georgia to hire Bruner Wright, P.A. as
its bankruptcy counsel.
The Debtor requires a counsel to give legal advice with respect to
its powers and duties in this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Robert C. Bruner $450
Byron Wright III $375
Samantha A. Kelley $350
Paralegal $150
The firm received a retainer of $9,500 from the Debtor.
Byron Wright III, Esq., a member at Bruner Wright, 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. Bruner, Esq.
Byron Wright III, Esq.
Bruner Wright, PA
2810 Remington Green Circle
Tallahassee, FL 32308
Telephone: (850) 385-0342
Facsimile: (850) 270-2441
Email: rbruner@brunerwright.com
twright@brunerwright.com
About Drilling Company, LLC
Drilling Company, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-71060) on Oct.
18, 2023. The petition was signed by Brandon Creasy, owner. At the
time of filing, the Debtor estimated $100,001 - $500,000 in both
assets and liabilities.
Byron W. Wright, III, Esq. at Bruner Wright, P.A. represents the
Debtor as counsel.
ECP OWNER 1: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ECP Owner 1 LLC
1375 Piccard Drive
Suite 150
Rockville, MD 20850
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: November 1, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00326
Debtor's Counsel: Kristen E. Burgers, Esq.
HIRSCHLER FLEISCHER PC
1676 International Drive
Suite 1350
Tysons, VA 22102
Phone: 703-584-8364
Email: kburgers@hirschlerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert B. Margolis as manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DOEFYLA/ECP_Owner_1_LLC__dcbke-23-00326__0001.2.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/DHZ5VOI/ECP_Owner_1_LLC__dcbke-23-00326__0001.0.pdf?mcid=tGE4TAMA
ECP OWNER 2: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ECP Owner 2 LLC
1375 Piccard Drive
Suite 150
Rockville, MD 20850
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: November 1, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00328
Judge: Hon. Elizabeth L. Gunn
Debtor's Counsel: Kristen E. Burgers, Esq.
HIRSCHLER FLEISCHER PC
1676 International Drive
Suite 1350
Tysons, VA 22102
Tel: 703-584-8364
Email: kburgers@hirschlerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert B. Margolis as manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/3BBOCSY/ECP_Owner_2_LLC__dcbke-23-00328__0001.2.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/23X6LTY/ECP_Owner_2_LLC__dcbke-23-00328__0001.0.pdf?mcid=tGE4TAMA
ECP OWNER 3: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ECP Owner 3 LLC
1375 Piccard Drive
Suite 150
Rockville, MD 20850
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: November 1, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00329
Judge: Hon. Elizabeth L. Gunn
Debtor's Counsel: Kristen E. Burgers, Esq.
HIRSCHLER FLEISCHER PC
1676 International Drive
Suite 1350
Tysons, VA 22102
Phone: 703-584-8364
Email: kburgers@hirschlerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert B. Margolis as manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZE4HBQQ/ECP_Owner_3_LLC__dcbke-23-00329__0001.2.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Y4TFY7A/ECP_Owner_3_LLC__dcbke-23-00329__0001.0.pdf?mcid=tGE4TAMA
ECP OWNER 4: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ECP Owner 4 LLC
1375 Piccard Drive
Suite 150
Rockville, MD 20850
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: November 1, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00330
Judge: Hon. Elizabeth L Gunn
Debtor's Counsel: Kristen E. Burgers, Esq.
HIRSCHLER FLEISCHER PC
1676 International Drive
Suite 1350
Tysons, VA 22102
Phone: 703-584-8364
Email: burgers@hirschlerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert B. Margolis as manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7AO6F6I/ECP_Owner_4_LLC__dcbke-23-00330__0001.2.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6ZT2PIY/ECP_Owner_4_LLC__dcbke-23-00330__0001.0.pdf?mcid=tGE4TAMA
EL VINEDO: Seeks to Hire Barron & Newburger as Bankruptcy Counsel
-----------------------------------------------------------------
El Vinedo Homeowners Association, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire Barron &
Newburger, PC 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 El Vinedo Homeowners Association, Inc.
El Vinedo Homeowners Association, Inc. sought protection for relief
under Chapter 11 of the Bankurptcy Code (Bankr. W.D. Tex. Case No.
23-10789) on Sep. 25, 2023. At the time of filing, the Debtor
estimated up to $50,000 in assets and $50,001 to $100,000 in
liabilities.
Stephen W. Sather, Esq. at Barron & Newburger, PC represents the
Debtor as counsel.
ENVISION HEALTHCARE: Seeks to Extend Plan Exclusivity to Jan 20
---------------------------------------------------------------
Envision Healthcare Corporation and its affiliates asked the U.S.
Bankruptcy Court for the Southern District of Texas to extend
their exclusivity periods to file a chapter 11 plan and solicit
acceptances thereof to January 10, 2024 and March 12, 2024,
respectively.
The Debtors stated that on the eve of filing their chapter 11
cases, they have entered into restructuring support agreements
with its two silos of secured lenders which will ultimately
result in a balance-sheet restructuring that will substantially
reduce leverage, provide the Debtors with flexibility to navigate
the current business and operational environment, and set the
Debtors on a path to emerge from bankruptcy as two separate
companies in October 2023. The Debtors claim to have made
substantial progress towards achieving these goals.
The Debtors also stated that they have smoothly transitioned into
chapter 11, obtained Court approval of important procedural and
operational relief (including approval of the use of cash
collateral), rejected burdensome executory contracts and leases
of nonresidential and real property, and filed their schedule and
statements of financial affairs. On August 2, 2023, the Court
approved the adequacy of the disclosure statements and the
Debtors commenced solicitation on the plans.
The Debtors added that after approval of the disclosure
statements, they commenced solicitation and continued to progress
towards confirmation and emergence, including engaging in
substantial work to prepare for separation of the AmSurg and EVPS
businesses upon emergence, as contemplated in the restructuring
support agreements and documented in the plans.
The Debtors explained, however, that notwithstanding the
substantial progress made, certain tasks remain before the
Debtors may emerge from chapter 11. The Debtors narrated that
the official committee of unsecured creditors have objected to
approval of the disclosure statements and have also filed several
claims objections and motions for leave, standing, and authority
to prosecute certain claims and causes of action on behalf of the
Debtors' estates. The Debtors claimed that although they
disagree with the committee's objections and assertions in such
pleadings, they have fully cooperated with the committee and have
engaged with the committee in discussions around a settlement
that could resolve the committee's various objections and pave
the way to a fully consensual confirmation hearing.
Unless extended, the filing exclusivity period ends on September
12, 2023 and the solicitation exclusivity period expires on
November 13, 2023.
Envision Healthcare Corporation and its affiliates are
represented by:
Matthew D. Cavenaugh, Esq.
Rebecca Blake Chaikin, Esq.
Vienna Anaya, Esq.
Javier Gonzalez, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Email: rchaikin@jw.com
vanaya@jw.com
jgonzalez@jw.com
- and -
Edward O. Sassower, Esq.
Joshua A. Sussberg, Esq.
Nicole L. Greenblatt, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Email: esassower@kirkland.com
jsussberg@kirkland.com
ngreenblatt@kirkland.com
- and -
John R. Luze, Esq.
Annie L. Dreisbach, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Tel: (312) 862-2000
Email: john.luze@kirkland.com
annie.dreisbach@kirkland.com
EVE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eve Financial, Inc.
1261 S 820 E #200
American Fork UT 84003
Business Description: Eve Financial is a financial service company
that helps companies and consumers receive
financing to pay for services.
Chapter 11 Petition Date: November 1, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-43335
Judge: Hon. Mark X. Mullin
Debtor's Counsel: Charlie Shelton, Esq.
HAYWARD PLLC
7600 Burnet Road, Suite 530
Austin TX 78757
Phone: (737) 881-7100
Email: cshelton@haywardfirm.c
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Isaac Freckleton as chief executive
officer.
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/ODJQC4I/Eve_Financial_Inc__txnbke-23-43335__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OEDH3OA/Eve_Financial_Inc__txnbke-23-43335__0001.0.pdf?mcid=tGE4TAMA
EXELA TECHNOLOGIES: Board Approves EisnerAmper as Auditor
---------------------------------------------------------
Exela Technologies, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Audit Committee of the
Board of Directors of the Company approved the engagement of
EisnerAmper LLP as the Company's new independent registered public
accounting firm commencing for its quarter ending June 30, 2023 and
its fiscal year ending Dec. 31, 2023.
The Company stated that during the years ended Dec. 31, 2021, Dec.
31, 2022 and the subsequent interim period through the date of the
engagement, neither the Company nor anyone on its behalf consulted
with EisnerAmper regarding (i) the application of accounting
principles to a specified transaction, either completed or
proposed, (ii) the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report
nor oral advice was provided to the Company that EisnerAmper
concluded was an important factor considered by the Company in
reaching a decision as to accounting, auditing or financial
reporting issues, (iii) any matter that was the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions), or (iv) any reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
About Exela Technologies
Headquartered in Irving, Texas, Exela Technologies --
www.exelatech.com -- is a global provider of transaction processing
solutions, enterprise information management, document management
and digital business process services.
Exela reported a net loss of $415.58 million in 2022, a net loss of
$142.39 million in 2021, and a net loss of $178.53 million in 2020.
As of Dec. 31, 2022, the Company had $721.91 million in total
assets, $1.53 billion in total liabilities, and a total
stockholders' deficit of $807.59 million.
Detroit, Michigan-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April 3,
2023, citing that the Company has a history of net losses, net
operating cash outflows, working capital deficits, significant cash
payments for interest on long-term debt, and significant current
maturities of long-term debt that raise substantial doubt about its
ability to continue as a going concern.
* * *
As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised
its issuer credit rating on Exela Technologies Inc. to 'CCC' from
'SD' (selective default). S&P said, "Despite improving revenue
trends and cost savings, we forecast limited liquidity cushion in
January and July of 2024."
FREEDOM PLUMBERS: Seeks to Hire Fox Law Corp. as Lead Counsel
-------------------------------------------------------------
Freedom Plumbers Corporation seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire The
Fox Law Corporation, Inc. as its lead bankruptcy counsel.
The Debtor requires legal counsel to:
a. Advise the Debtor regarding its powers and duties in the
management of property of the estate;
b. Negotiate, formulate and confirm a plan of reorganization,
attend court hearings, and conduct, if necessary, examinations;
c. Examine all claims filed in the Debtors' Chapter 11
proceedings;
d. Advise and assist the Debtor in connection with the
collection of assets, the sale of assets, or the refinancing of
same in order to implement any plan of reorganization;
e. Take actions to protect properties of the estate from
seizure or other proceedings pending confirmation and consummation
of a plan of reorganization;
f. Advise the Debtor as to rejection or assumption of
executory contracts;
g. Advise and assist the Debtor in fulfilling its obligations
as fiduciaries of the estate;
h. Prepare pleadings;
i. Prepare applications for which the services of an attorney
are required, including responding to the U.S. trustee's
requirements, and attend meetings called by the U.S. trustee;
j. Render other necessary legal services.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Steven R. Fox $550 per hour
Janis B. Abrams $500 per hour
Paralegal $150 per hour
In addition, the firm will receive reimbursement for work-related
expenses incurred.
The Debtor paid the firm a retainer of $48,262.
As disclosed in court filings, Fox's attorneys are "disinterested
persons" pursuant to Section 101(14) of the Bankruptcy Code.
Fox can be reached at:
Steven R. Fox, Esq.
The Fox Law Corporation, Inc.
17835 Ventura Blvd., Suite 306
Encino, CA 91316
Telephone: (818) 774-4656
Telecopier: (818) 774-3707
Email: srfox@foxlaw.com
About Freedom Plumbers
Freedom Plumbers Corporation filed a Chapter 11 petition (Bankr.
E.D. Va. Case No. 23-11654) on Oct. 12, 2023, with $500,001 to $1
million in both assets and liabilities.
The Debtor tapped Steven R. Fox, Esq., at The Fox Law Corporation,
Inc. as lead bankruptcy counsel and RoganMillerZimmerman, PLLC as
local counsel.
FRIENDSHIP ASPIRE: S&P Assigns 'BB' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating (ICR) to
the Friendship Aspire Academies Inc. (FAA)-Obligated Group, Ark.,
consisting of the Friendship Aspire Academy Pine Bluff Elementary
School and the Friendship Aspire Academy Downtown Pine Bluff
Elementary School. The outlook is stable.
An ICR reflects an obligor's general creditworthiness, focusing on
its capacity and willingness to meet financial commitments in a
timely manner. It does not apply to any specific financial
obligation because it does not take into account the obligation's
nature and provision, its standing in bankruptcy, or its
liquidation, statutory preferences, or legality and
enforceability.
"The rating reflects our view of FAA's impressive growth and
successful execution of expansion plans to date, which have been
supported by, in our view, its highly experienced board and
management team," said S&P Global Ratings credit analyst Adriana
Artola.
Since opening its first school in fall 2018, the relatively young
network has expanded to seven schools and grown enrollment to over
1,000 students. Further supporting our view of credit quality, the
network was awarded a maximum 10-year charter renewal term in 2023,
which S&P understands is not common for charter schools in the
state and reflects its successful track record.
"We consider FAA's financial profile a limiting credit factor given
volatility in its financial performance and its modest cash levels
in recent years, although its revenues have been growing rapidly as
it expands, which we expect will support more steady operations as
the network matures over the next few years," Ms. Artola added.
S&P said, "We consider its pro forma debt metrics manageable when
considering the network's most recent enrollment and revenue
figures. We understand the network currently has no plans to add
schools and expects to reach its full capacity of about 2,500
students within the next five years.
"We assessed the enterprise profile as adequate and the financial
profile as vulnerable; combined, these support an anchor of 'bb'
and a final rating of 'BB'.
"The stable outlook reflects our expectation that the network will
maintain solid demand and continue to grow enrollment in line with
its expectations as it progresses through its expansion phase. The
outlook also reflects our expectation that the network's recent
enrollment growth will support positive operating margins and
sufficient maximum annual debt service (MADS) coverage in the near
term.
"We could take a negative rating action if the network fails to
meet enrollment projections, leading to negative operating margins
or insufficient MADS coverage. We could also take a negative rating
action if the network fails to maintain cash levels on a days' cash
on hand basis that is comparable with peers', or if it issues
additional debt without meeting enrollment projections such that
debt metrics are elevated to levels that are not supportive of the
rating.
"We could take a positive rating action if the network continues to
grow its enrollment as projected while maintaining healthy margins
and debt service coverage, growing cash to levels in line with
those of higher-rated peers, and maintaining a manageable debt
burden."
FTX GROUP: Lawyer Says SBF Painted as Villain in Fraud Trial
------------------------------------------------------------
Bob Van Voris of Bloomberg News reports that Sam Bankman-Fried has
been unfairly cast as a "villain" and a "monster" in a movie about
a grand fraud scheme, his lawyer said Wednesday, insisting that the
FTX co-founder made mistakes, but didn't commit crimes.
In closing arguments in Bankman-Fried's month-long fraud trial, the
prosecution and defense presented their dueling views of the former
crypto wunderkid. To the government, Bankman-Fried masterminded a
"pyramid of deceit" built on lies and false promises that led to
the costly collapse of FTX and its affiliated hedge fund Alameda
Research.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, 2022, Bankman-Fried ultimately agreed to
step aside, and restructuring vet John J. Ray III was quickly named
new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FUSION GALAXY: Seeks to Hire KB Tax Deviser CPAs as Accountant
--------------------------------------------------------------
Fusion Galaxy, LLC received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ KB Tax Deviser CPAs to
provide accounting services.
The services rendered by accountant shall include preparing
business and personal tax returns, annual Secretary of State/
Arizona Corporation Commission filing, comprehensive business tax
plan, and any other accounting-related tasks requested by the
Debtors.
The Accountant charges a flat fee of $1,400 for preparation of the
personal 2022 tax return and a flat fee of $4,700 for preparation
of the 2022 tax returns for the business' two locations.
As disclosed in court filings, KB Tax Deviser CPAs is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The accountant can be reached through:
Minal Babaria
KB Tax Deviser CPAs
3477 Corporate Parkway, Suite 100
Center Valley, PA 18034
Phone: (610) 989-2814
Email: admin@kbtaxdevisers.com
About Fusion Galaxy
Fusion Galaxy, LLC is a full service, eco-friendly dry cleaner in
Arizona.
Fusion Galaxy filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-05010) on July 26,
2023, with $342,116 in assets and $1,686,283 in liabilities. Robert
Lyle Agnew, manager, signed the petition.
Judge Madeleine C. Wanslee oversees the case.
Guidant Law, PLC represents the Debtor as bankruptcy counsel.
GASTROINTESTINAL CENTER: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: The Gastrointestinal Center of Virginia PLLC
1800 Alexander Bell Drive
Suite 515/515-A
Reston, VA 20191
Business Description: The Debtor is a medical group practice
that specializes in gastroenterology.
Chapter 11 Petition Date: November 2, 2023
Court: United States Bankruptcy Court
Eastern District of Virginia
Case No.: 23-11800
Debtor's Counsel: Kermit A. Rosenberg, Esq.
WASHINGTON GLOBAL LAW GROUP, PLLC
1701 Pennsylvania Avenue, NW
Suite 200
Washington, DC 20006
Tel: 202.683.2014
Fax: 202.580.6559
Email: krosenberg@washglobal-law.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by R. Allen Blosser, MD as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ASSIIHY/The_Gastrointestinal_Center_of__vaebke-23-11800__0001.0.pdf?mcid=tGE4TAMA
GENEVER HOLDINGS: Trustee Taps Eisner Advisory as Tax Advisors
--------------------------------------------------------------
Luc Despins, the trustee appointed in the Chapter 11 cases of
Genever Holdings LLC and its affiliates, seeks approval from the
U.S. Bankruptcy Court for the District of Connecticut to employ
Eisner Advisory Group LLC as his tax advisors.
The firm's services include:
a. providing analysis of the tax filing history of the Debtors
and identify any prior and current unfiled tax returns.
b. preparing Federal and all State and Local tax returns,
including obtaining extensions of time to file, if required, for
Debtors for unfiled prior years and for the 2023 tax reporting
period.
c. preparing required Federal, State and local tax returns,
including obtaining extensions of time to file, if required, for
the Debtors.
d. providing analysis and required implementation of any tax
regulations and accounting method changes.
e. performing consultations and research related to specific
issues and transactions, as requested by the Debtors or the
Debtors' representatives.
f. providing tax projections and planning, as requested by the
Debtors or the Debtors' representatives.
g. responding to notices and letters from tax authorities.
h. giving analysis of claims filed by taxing authorities.
i. representing the Debtors in connection with tax
examinations, if necessary and requested by the Debtors or the
Debtors' representatives.
j. performing other tax related services, as requested by the
Debtors.
The firm will be paid at these hourly rates:
Anthony Calascibetta $675
Daniel Gibson $600
Staff $195 to $800
As disclosed in court filings, Eisner is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Anthony R. Calascibetta
Eisner Advisory Group LLC
111 Wood Avenue South
Iselin, NJ 08830-2700
Tel: (732) 243-7000
About Genever Holdings
Genever Holdings LLC, Ho Wan Kwok, and its affiliates filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022.
Judge Julie A. Manning oversees the cases.
The Debtors tapped Neubert Pepe & Monteith, PC as legal counsel and
Saxe Doernberger & Vita, PC as special insurance coverage counsel.
On July 8, 2022, Luc A. Despins was appointed as trustee in this
Chapter 11 case. Epiq Corporate Restructuring, LLC is the trustee's
claims and noticing agent.
GIGAMONSTER NETWORKS: Seeks to Extend Plan Exclusivity to Dec. 12
-----------------------------------------------------------------
GigaMonster Networks, LLC and its affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to extend its
exclusive periods during which they may file a plan and
disclosure statement and solicit acceptances thereof to December
12, 2023 and February 12, 2024.
This is the Debtors' second request for extension. Unless
extended, the Debtors' exclusive filing period expires on
September 13, 2023 and their exclusive solicitation period ends
on November 13, 2023.
The Debtors claim that they since the first extension order, they
have:
(a) negotiated and obtained approval for a sale of certain
assets to Bel Air Internet LLC and Everywhere Wireless,
LLC;
(b) negotiated and obtained approval for several sales of
de minimis assets to third party buyers;
(c) rejected certain executory contracts and unexpired
leases that are no longer needed for their business
following the SkyWire sale;
(d) continued to coordinate on various issues under the TSA
with SkyWire as part of the SkyWire APA; and
(e) continued to negotiate and resolve open cure issues
following the Court's approval of the SkyWire sale.
The Debtors also explained that they are continuing to discuss
open issues with the Committee and Barings Asset-Based Income
Fund (US) LP, the prepetition agent, including issues relating to
the pending adversary proceeding filed by the Committee against
Barings, in which a motion to dismiss has been briefed, a
scheduling order entered, and mediation scheduled. The Debtors
stated that the negotiations and/or outcome of the UCC-Barings
Adversary will impact further negotiations over a chapter 11
plan. The Debtors argued that continued exclusivity will allow
them to maintain flexibility so that a competing plan by another
third party does not derail the parties' efforts towards a plan
process.
GigaMonster Networks, LLC and its affiliates are represented by:
Laura Davis Jones, Esq.
David M. Bertenthal, Esq.
Timothy P. Cairns, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
Wilmington, DE 19899
Tel: (302) 652-4100
Email: ljones@pszjlaw.com
dbertenthal@pszjlaw.com
tcairns@pszjlaw.com
About GigaMonster Networks
GigaMonster Networks, LLC and affiliates develop and deploy
universal access networks (UANs) in multi-family and commercial
real estate properties, providing internet, video and other
network services to approximately 400 customer properties and
nearly 35,000 end-user subscribers. The Debtors contract with
property owners to set up UANs in their buildings and also
provide internet services to subscribers in those buildings.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10051) on Jan.
16, 2023. In the petition signed by its chief restructuring
officer, Rian Branning of Novo Advisors, LLC, GigaMonster
Networks disclosed up to $100 million in both assets and
liabilities.
Judge Kate Stickles oversees the cases.
The Debtors tapped Pachulski Stang Ziehl and Jones, LLP as legal
counsel; Novo Advisors, LLC as restructuring advisor; Bank Street
Group, LLC as investment banker; and Kroll Restructuring
Administration as claims and noticing agent.
On Jan. 30, 2023, the U.S. Trustee for Region 3 appointed an
official committee to represent unsecured creditors in the
Debtors' Chapter 11 cases. The committee tapped Faegre Drinker
Biddle & Reath, LLP as legal counsel and M3 Advisory Partners, LP
as financial advisor.
GLOBAL AVIATION: Seeks to Extend Plan Exclusivity to November 14
----------------------------------------------------------------
Global Aviation Technologies LLC asked the U.S. Bankruptcy Court
to extend its exclusivity periods to file a plan and to obtain
confirmation of that plan to November 14, 2023 and January 12,
2023, respectively.
This is the Debtor's third request for extension. The Court
previously extended the Debtor's exclusive periods to September
11, 2023 to file a plan and November 13, 2023 to confirm a plan.
The Debtor claims that its case is a complex bankruptcy case as
its scheduled debt exceeds $10,000,000 with a majority of that
debt being listed as secured, and which is owed to multiple
secured creditors. The Debtor asserted that it needs additional
time to determine what creditors maintain what interests in the
its assets in order to propose an appropriate plan.
The Debtor also explained that it has not had sufficient time to
complete the analysis of the 45 proof of claims that have been
filed so far to determine their legitimacy and whether the amount
asserted in the proof of claims is correct.
Global Aviation Technologies LLC is represented by:
Nicholas R. Grillot, Esq.
HINKLE LAW FIRM LLC
1617 N. Waterfront Parkway, Ste. 400
Wichita, KS 67206-6639
Tel: (316) 660-6211
Email: ngrillot@hinklaw.com
About Global Aviation Technologies LLC
Global Aviation Technologies LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10111)
on February 20, 2023. In the petition signed by Candace Cottner,
managing member and director of finance, the Debtor disclosed up
to $500,000 in assets and up to $50 million in liabilities.
Judge Mitchell L. Herren oversees the case.
Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the
Debtor as legal counsel.
HARRIS ENERGY: Seeks to Extend Plan Acceptances to Dec. 26
----------------------------------------------------------
Harris Energy Group, Inc. and its affiliates asked the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to extend
their exclusive period to file a proposed plan of reorganization
from September 8, 2023 to October 27, 2023. The Debtors also
asked for an extension of their exlusive period to solicit
acceptances thereof from November 7, 2023 to December 26, 2023.
The Debtors stated that since the petition date, they have worked
to address numerous challenges, including, among other things,
the ongoing use of cash collateral and intensive mediation with
Thomas A. Berutti. The Debtors also added that they have:
(a) worked to improve and streamline their accounting
operations to reduce unnecessary expenses;
(b) assumed certain essential executory contracts and
communicated with various interested parties;
(c) continued to explore options to address the outstanding
regulatory issues at the hydroelectric project in Au
Train, Michigan, including attending a seminar with the
U.S. Army Corps of Engineers, researching various grant
programs, and communicating with local leaders; and
(d) discussed with a real estate broker and another
interested party the sale of various parcels of non-FERC
real estate to begin paying down the principal for debts
secured by that land.
The Debtors explained that they in conjunction with those efforts,
they have been working on a proposed plan of reorganization, but
they still have work to do before they know exactly how best to
exit their jointly administered cases and resolve all outstanding
issues.
Harris Energy Group, Inc. and its affiliates are represented by:
Paul G. Swanson, Esq.
Peter T. Nowak, Esq
STEINHILBER SWANSON LLP
107 Church Avenue
Oshkosh, WI 54901
Tel: (920) 235-6690
Email: pswanson@steinhilberswanson.com
pnowak@steinhilberswanson.com
About Harris Energy Group, Inc.
Harris Energy Group, Inc. and affiliates own, operate, and
develop hydroelectric power plants in Wisconsin, Michigan, Iowa,
and Illinois, generating power for sale to public utilities,
governmental agencies, and private power producers. The plants
generate power when water from rivers or lakes flows through the
blades of a turbine. The turbines are connected to a generator
that makes electricity, which is then sold to either the
Midcontinent Independent System Operation or other public
entities or private companies through power purchase agreements.
Harris Energy and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No.
23-21117) on March 16, 2023. In the petition signed by its
chairman, William D. Harris, Harris Energy disclosed up to
$50,000 in assets and up to $1 million in liabilities.
Judge Katherine Maloney Perhach oversees the cases.
The Debtors tapped Paul G. Swanson, Esq., at Steinhilber Swanson,
LLP as legal counsel and MS Financial Services as financial
advisor.
HAWAIIAN HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Hawaiian Holdings Inc. to
negative from stable. S&P also affirmed its 'B-' issuer credit
rating.
The negative outlook reflects S&P's view that while Hawaiian's
liquidity position remains comfortable for now, continued operating
weakness could result in higher refinancing risks associated with
the loyalty notes maturing January 2026.
S&P believes various challenges will continue to hamper Hawaiian's
ability to improve profitability and cash flow generation through
2024. Over the last two years, demand for travel to and from Japan,
which is Hawaiian's largest international market, has remained well
below pre-pandemic levels despite Japan withdrawing its travel
restrictions in 2022. Although the average daily passenger count to
Hawaii from Japan has gradually improved over the last few
quarters, as of October 2023, the count was still only about
50%-55% of levels in October 2019.
S&P attributes this to the weaker yen, which makes travel to Hawaii
more expensive, as well as higher conservatism among Japanese
travelers related to COVID-19 safety measures. Additionally, S&P
expects capacity growth to outpace demand on these routes in the
near-term, resulting in weaker yields at least through early-2024
and possibly longer.
The company has also been facing increased competition on its
inter-island routes over the last few quarters, as Southwest
Airlines has added capacity. Hawaiian has been forced to match
Southwest's much lower fares on these routes, which has hindered
profitability. Absent a sizeable shift in Southwest's pricing or
overall strategy regarding capacity in the region, S&P expects
yields on the inter-island routes to remain pressured in the
near-term.
Domestic travel demand to Hawaii from the U.S. mainland was very
strong through 2022 and the first half of 2023, somewhat offsetting
the weakness in the international and inter-island segments.
However, the Maui wildfires in early August resulted in weaker
yields, particularly on the Maui routes, which previously accounted
for about 22% of Hawaiian's system revenues. While a portion of
this demand has shifted to other neighboring islands, S&P does not
expect overall domestic demand to the region to return to the
strong levels witnessed earlier in the year, at least for the next
few quarters.
S&P expects Hawaiian's credit metrics to remain relatively weak
through 2024. S&P expects the company's financial performance in
2023 to be affected by higher labor and fuel costs, as well as
expenses associated with restoring its international routes.
Margins in the second half of 2023 will also be hurt by costs due
to close-in cancellations associated with the Maui wildfires.
Additionally, in October 2022, Hawaiian entered into an agreement
with Amazon.com Inc. to operate and maintain 10 A330-300 freighters
(owned/leased by Amazon) for eight years and further extendable by
two years. The company started operations under this arrangement in
October 2023, with additional aircraft deliveries expected through
2024. As a result, S&P expects margins to be affected by various
costs associated with ramping up these operations.
Separately, various engine issues have impaired the company's fleet
utilization. In September 2023, RTX Corp., Pratt and Whitney's
parent company, announced that a manufacturing flaw in an engine
component could require it to remove, inspect, and repair about
3,000 geared turbofan (GTF) engines over the next two to three
years. The company expects this to result in some engine
inspections on Hawaiian's fleet as well. In addition, the company
has recently experienced engine removals not associated with the
above issue. Together, S&P expects both these issues to result in
Hawaiian potentially removing up to four aircraft from service over
the next few months. While Hawaiian has received some short-term
compensation from Pratt & Whitney for its failure to provide spare
engines (in the form of maintenance credits), the form and timing
of compensation related to the manufacturing issue are currently
unknown (although RTX has announced its intention to compensate all
airlines whose operations have been disrupted).
S&P said, "At the same time, we expect Hawaiian's outflows for
capital spending will be elevated through 2024 as it takes delivery
of its new Boeing 787 aircraft. We currently forecast capital
expenditure (capex) of about $280 million in 2023, compared to $43
million in 2022, and about $400 million-$500 million in 2024.
"As such, we expect negative funds from operations (FFO) to debt in
2023, improving to the low-single-digit percent area in 2024. We
expect free operating cash flow (FOCF) to debt to remain negative
through 2024."
Hawaiian's liquidity position remains adequate, but sustained
operating weakness and market conditions could result in higher
refinancing risks. The company had $834 million in cash, cash
equivalents, and short-term investments as of Sept. 30, 2023
(excluding $300 million Hawaiian is required to maintain under its
revolver agreement for covenant compliance). It also had full
availability under its $235 million revolving credit facility.
Hawaiian doesn't have any near-term debt maturities, with only
about $50 million in debt obligations maturing annually through
2024. Therefore, while S&P expects the company to incur somewhat
higher capex through 2024, it expects its liquidity position will
remain adequate.
However, Hawaiian's $1.2 billion loyalty notes due January 2026 is
the largest part of its current capital structure (accounting for
over 75% of total reported debt, excluding leases). S&P believes
the company's ability to refinance this facility largely depends on
how quickly the company's operating performance improves from its
current weak levels, as well as capital market conditions over the
next year.
S&P said, "The negative outlook reflects our expectation that
Hawaiian's performance in 2023 and 2024 will be weaker than our
previous expectations due to various factors including continued
competitiveness on the inter-Hawaiian island routes, slower ramp up
in its international operations, engine issues, and the Maui
wildfires' impact on travel demand in the region. We expect
negative FFO to debt in 2023, improving to the low-single-digit
percent area in 2024, and negative FOCF to debt through 2024."
S&P could lower its ratings on Hawaiian over the next 12 months
if:
-- Various challenges continue to delay its return to
profitability such that S&P believes it could eventually render the
company's liquidity inadequate or cause S&P to view its capital
structure as unsustainable over the long term; or
-- S&P believes Hawaiian faces higher refinancing risks associated
with its loyalty notes due January 2026 or expect the company to
undertake a transaction that S&P could view as a distressed
exchange.
S&P could revise its ratings on Hawaiian to stable over the next 12
months if:
-- Operating performance improves such that S&P expects FFO to
debt to improve to at least low- to mid-single-digit percent on a
sustained basis; and
-- S&P no longer believes its refinancing risks are meaningful.
HERTZ CORP: Ex-Workers May Pursue Wage Theft Claims in Ch.11
------------------------------------------------------------
Emily Lever of Law360 reports that a Delaware bankruptcy judge
allowed former employees of a Hertz subsidiary to keep pursuing
their $60 million wage theft claim, saying that there was no need
for each worker allegedly affected to have filed separately and
that she did not want the case to be duked out in her courtroom.
About Hertz Corp
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. They also operate a
vehicle leasing and fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge
Mary F. Walrath oversaw the cases.
Hertz Global and its subsidiaries emerged from Chapter 11
bankruptcy at the end of June 2021. Hertz won approval of a Plan
of Reorganization that unimpaired all classes of creditors (who are
legally deemed to have accepted it) and was approved by more than
97% of voting shareholders. The Plan provided for the existing
shareholders to receive more than $1 billion of value.
Hertz's Plan eliminated over $5 billion of debt, including all of
Hertz Europe's corporate debt, and will provide more than $2.2
billion of global liquidity to the reorganized Company. Hertz also
emerged with (i) a new $2.8 billion exit credit facility consisting
of at least $1.3 billion of term loans and a revolving loan
facility, and (ii) an $7 billion of asset-backed vehicle financing
facility, each on favorable terms.
IMEDIA BRANDS: Court Allows Release Opt-Outs in Chapter 11 Plan
---------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge
Wednesday, Nov. 1, 2023, allowed home shopping company iMedia
Brands to send its Chapter 11 plan out for a vote, provided
creditors can both approve the plan and reject the plan's releases
of claims against third parties.
About iMedia Brands
iMedia Brands, Inc., is an interactive, global media company that
offers, manages, and markets merchandise, including men's and
women's accessories and apparel, under owned and third-party brands
through various entertainment, e-commerce, and digital service
platforms.
iMedia Brands and 11 of its affiliates filed for bankruptcy
protection on June 28, 2023 (Bankr. D. Del., Lead Case No.
23-10852). The petitions were signed by James Alt as chief
transformation officer.
The Debtors reported as of April 29, 2023, total assets of
$272,596,462 and total liabilities of $373,713,748.
Judge Karen B. Owens oversees the case.
The Debtors tapped Ropes & Gray, LLP and Pachulski Stang Ziehl &
Jones, LLP as bankruptcy counsels; Huron Consulting Services, LLC
as financial advisor; Lincoln Partners Advisors, LLC as investment
banker; and Stretto, Inc. as notice, claims and administrative
agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee tapped McDermott Will & Emery, LLP as legal
counsel and AlixPartners, LLP as financial advisor.
INN S.F. ENTERPRISE: Amends Unsecured Claims Pay Details
--------------------------------------------------------
Inn S.F. Enterprise, Inc. submitted an Amended Plan of
Reorganization dated October 23, 2023.
The Debtor's financial projections show that it will have
disposable income of approximately $2,233.64 which shall serve as a
reserve for the Debtor's post confirmation operations.
The Plan provides for estimated payments to allowed administrative
claims in the amount of $105,000.00, plus additional payments to
Class 3 claims if the Debtor's disposable income in any given
quarter exceeds projections over the approximate 14-month term of
this Plan. The final Plan payment is expected to be paid on
December 31, 2024.
This Plan of Reorganization proposes to pay creditors of the Debtor
cash flow from the operation of the Debtor's bed and breakfast
establishment.
Non-priority unsecured creditors holding allowed claims will
receive distributions to the extent that disposable income exceeds
projections, which the proponent of this Plan has valued at
approximately 0-5 cents on the dollar. This Plan also provides for
the payment of administrative and priority claims.
Class 3 consists of Nonpriority unsecured creditors. Class 3 is
impaired under the Plan. Allowed general unsecured claims shall
receive a pro rata share of a fund totaling $19,278.93, created by
the Debtor's reserve of $4,819.74 for a period of 4 quarters,
starting the subsequent quarter following the Effective Date, all
due and payable no later than December 31, 2024. In addition,
allowed general unsecured claims will receive a pro rata share of
the net proceeds, if any, from any sale of the Debtor's assets
during the 36-month period post-confirmation Pro-rata share shall
mean the entire amount of the fund divided by the entire amount
owed to all allowed Class 3 claims.
Shareholder Martin Arthur Neely shall retain his respective
interests in the Debtor.
On the effective date, all assets of the estate shall be revested
in the reorganized Debtor to make all distributions required to be
paid to allowed claims under the terms of the plan and
administrative expenses. The reorganized Debtor will serve as
disbursing agent of any distributions required under the Plan. The
reorganized Debtor shall continue in operation as a bed and
breakfast and shall make plan payments from disposable income
generated by revenue from guest room receipts.
A full-text copy of the Amended Plan dated October 23, 2023 is
available at https://urlcurt.com/u?l=hf0IjN from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Sarah M. Stuppi, Esq.
Law Offices of Stuppi & Stuppi
1630 North Main Street, Suite 332
Walnut Creek, CA 94596
Tel: (415) 786-4365
Fax: (925) 287-8113
Email: Sarah@stuppilaw.com
About Inn S.F. Enterprise
Inn S.F. Enterprise, Inc., a company in San Francisco, Calif, filed
its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal.
Case No. 22-30477) on Sept. 14, 2022, with up to $500,000 in assets
and up to $10 million in liabilities. Martin A. Neely, president
of Inn S.F. Enterprise, signed the petition.
Judge Dennis Montali oversees the case.
Sarah M. Stuppi, Esq., at the Law Offices of Stuppi & Stuppi,
serves as the Debtor's legal counsel.
INNVANTAGE GROUP: Taps Timothy C. Culbertson as Legal Counsel
-------------------------------------------------------------
Innvantage Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire the Law Office
of Timothy C. Culbertson as its legal counsel.
The Debtor requires legal counsel to represent it in negotiation
with creditors; prepare a Chapter 11 plan and disclosure statement;
examine and resolve claims filed against the estate; prosecute
adversary matters; and represent the Debtor in matters before the
bankruptcy court.
The Law Office of Timothy C. Culbertson agreed to provide the
services at the reduced hourly rate of $275. In addition, the firm
will seek reimbursement for out-of-pocket expenses incurred.
The retainer is $2,000.
Timothy Culbertson, Esq., disclosed in a court filing that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Timothy C. Culbertson, Esq.
Law Office of Timothy C. Culbertson
P.O. Box 56020
Chicago, IL 60656
Tel: (847) 913-5945
Email: tcculb@gmail.com
About Innvantage Group
Innvantage Group, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-12352) on Sept. 18, 2023, with $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge David D. Cleary oversees the case.
Timothy C. Culbertson, Esq., represents the Debtor as legal
counsel.
INTERPACE BIOSCIENCES: Inks 2nd Amendment to BroadOak Credit Pact
-----------------------------------------------------------------
Interpace Biosciences, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company and its
subsidiaries entered into the Second Amendment to Loan Security
Agreement with BroadOak Fund V, L.P., pursuant to which, among
other things, they agreed to:
(i) a lump sum payment of $2,500,000 in full satisfaction of the
$3,000,0000 terminal payment under the Loan and Security Agreement,
dated Oct. 29, 2021, as amended by the First Amendment to Loan and
Security Agreement and Consent, dated May 5, 2022;
(ii) a reduction of the interest rate under the Loan and Security
Agreement from nine percent per annum to eight percent per annum
commencing on Nov. 1, 2023 through Oct. 31, 2024, upon the
occurrence of a change in control; and
(iii) the Company's right to extend the Maturity Date upon 60
days' written notice prior to the Maturity Date, subject to
BroadOak's approval of such extension.
About Interpace
Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a
Interpace Diagnostics Group, Inc. -- http://www.interpace.com--
is
a company that provides molecular diagnostics, bioinformatics and
pathology services for evaluation of risk of cancer by leveraging
the latest technology in personalized medicine for improved patient
diagnosis and management. The Company develops and commercializes
genomic tests and related first line assays principally focused on
early detection of patients with indeterminate biopsies and at high
risk of cancer using the latest technology.
Interpace Biosciences reported a net loss of $21.96 million in
2022, a net loss of $14.94 million in 2021, a net loss of $26.45
million in 2020, and a net loss of $26.74 million in 2019. As of
June 30, 2023, the Company had $15.94 million in total assets,
$31.61 million in total liabilities, $46.54 million in redeemable
preferred stock, and a total stockholders' deficit of $62.21
million.
IRONNET INC: Hires Capstone Capital Markets as Investment Banker
----------------------------------------------------------------
IronNet, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Capstone
Capital Markets LLC as their investment banker.
The firm's services include:
Sale transaction Services:
a. formulating a market strategy for a sale transaction;
b. preparing a confidential memorandum and presentations for
use in the sale transaction process;
c. identifying and contacting appropriate potential strategic
and/or financial acquirers (prospective acquirers);
d. coordinating the receipt and comparison of any offers or
proposals forthcoming from prospective acquirers;
e. assessing and analyzing proposed valuations, transaction
structures, and related terms and conditions;
f. providing the Debtor (and its stakeholders) with periodic
status reports and being available to the Debtor at all reasonable
times to discuss any matters relating to the sale transaction;
g. conducting an auction, if necessary, under section 363 of
the Bankruptcy Code; and
h. negotiating and consummating definitive agreements,
including where appropriate, responding to the Debtor's reasonable
requests for assistance in coordinating the due diligence and
transaction closing processes.
Exit financing transaction Services:
a. analyzing the Debtor's financial situation and assist the
Debtor in determining the form and quantum of required financing;
b. preparing a confidential memorandum describing the Debtor,
its operations, management, and financial data, based upon
information provided by the Debtor, to facilitate securing and
structuring the financing;
c. identifying and contacting appropriate prospective capital
providers to the exit financing transaction;
d. assisting and advising the Debtor in negotiating the terms
and structure of a potential exit financing transaction;
e. assisting the Debtor and its legal counsel with document
preparation to secure financing commitment(s) with the goal of
obtaining such financing commitment in a timely fashion;
f. assisting with document preparation, procedural execution
and closing of the exit financing transaction, working with the
Debtor's counsel;
g. providing the Debtor (and its stakeholders) with periodic
status reports and be available to the Debtor at all reasonable
times to discuss any matters relating to the exit financing
transaction; and
h. performing other financial advisory services relating to
the foregoing as necessary and agreed between the parties.
Capstone will be compensated as follows:
a. Engagement Retainer. The Debtors will pay Capstone a
non-refundable retainer of $25,000 payable upon the execution of
the Engagement Agreement and approval of the Capstone retention by
the Court, and will pay an additional $25,000 due upon the first
monthly anniversary of the execution of the Engagement Agreement.
The Retainer paid by the Debtors to Capstone shall be fully
credited against the Sale Transaction Fee.
b. Sale Transaction Fee. Concurrent with the closing of a Sale
Transaction, Capstone shall receive a cash fee equal to the
following:
i. five percent of the Aggregate Transaction Value greater
than the total outstanding pre-petition debt of the Debtors, plus
the DIP Loans and Incremental DIP Loans funded and outstanding as
of the closing of a Sale Transaction, payable immediately upon the
closing of a Sale Transaction, provided that under no circumstances
will the Sale Transaction Fee payable at closing be less than
$475,000.
c. Exit Financing Transaction Fee. Concurrent with the closing
of an Exit Financing Transaction, Capstone shall receive a cash fee
equal to the following:
i. two percent of the Commitment Amount of all forms of
senior debt invested or committed to be invested by third party
investors;
ii. four percent of the Commitment Amount of all forms of
junior debt invested or committed to be invested by third party
investors; and
iii. five percent of the Commitment Amount of all forms of
equity invested or committed to be invested by third party
investors.
d. Expert Valuation Work Fee. To the extent such work is
requested by the Debtors, Capstone shall be separately compensated
at its current hourly rates for any expert valuation work,
including diligence, drafting an expert valuation report, and
testimony in connection therewith.
Managing Director $775 to $875
Director $675 to $725
Vice President $625 to $675
Associate $550 to $625
Analyst $450 to $500
Jamie Lisac, managing director at the investment banking firm of
Capstone, 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:
Jamie Lisac
Capstone Capital Markets LLC
176 Federal St. 3rd Floor
Boston, MA 02110
Tel: (617) 619-3300
Email: jlisac@capstonepartners.com
About IronNet
Founded in 2014 and headquartered in McLean, VA, IronNet, Inc.
(NYSE: IRNT) -- www.ironnet.com -- is a global cybersecurity Debtor
that is transforming how organizations secure their networks by
delivering the first-ever collective defense platform operating at
scale. Employing a number of former NSA cybersecurity operators
with offensive and defensive cyber experience, IronNet integrates
deep tradecraft knowledge into its industry-leading products to
solve the most challenging cyber problems facing the world today.
IronNet reported a net loss of $111.01 million for the fiscal year
ended Jan. 31, 2023, compared to a net loss of $242.65 million for
the fiscal year ended Jan. 31, 2022. As of Jan. 31, 2023, the
Debtor had $33.66 million in total assets, $68.38 million in total
liabilities, and a total stockholders' deficit of $34.72 million.
IRONNET INC: Seeks to Hire Arnold & Porter as Special Counsel
-------------------------------------------------------------
IronNet, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Arnold &
Porter Kaye Scholer LLP as their special counsel.
The firm's services include:
a. representing and advising the Debtors with respect to SEC
compliance and certain general corporate counseling matters;
b. counseling with respect to financing issues, including the
Notice of Default issued by 3i; and
c. assisting Debtor in litigation matters related to the
Securities Class Action.
The firm will be paid at these rates:
Partners $1,040 to $1,800 an hour
Counsel $1,045 to $1,945 an hour
Associates $640 to $1,075 an hour
Staff Attorney & Specialists $170 to $850 an hour
Paraprofessionals $150 to $765 an hour
The Debtors understand that all of the aforementioned hourly
billing rates reflect a previously agreed-upon voluntary 10 percent
discount from two-year trailing
rates.
Brian Lohan, Esq., a partner at Arnold & Porter, disclosed in a
court filing that the firm and its attorneys neither hold nor
represent any interest adverse to the Debtors and their estates.
The firm can be reached through:
Brian J. Lohan, Esq.
Arnold & Porter Kaye Scholer LLP
70 West Madison Street, Suite 4200
Chicago, IL 60602-4231
Telephone: (312) 583-2403
Facsimile: (212) 836-7012
Email: brian.lohan@arnoldporter.com
About IronNet
Founded in 2014 and headquartered in McLean, VA, IronNet, Inc.
(NYSE: IRNT) -- www.ironnet.com -- is a global cybersecurity
company that is transforming how organizations secure their
networks by delivering the first-ever collective defense platform
operating at scale. Employing a number of former NSA cybersecurity
operators with offensive and defensive cyber experience, IronNet
integrates deep tradecraft knowledge into its industry-leading
products to solve the most challenging cyber problems facing the
world today.
IronNet reported a net loss of $111.01 million for the fiscal year
ended Jan. 31, 2023, compared to a net loss of $242.65 million for
the fiscal year ended Jan. 31, 2022. As of Jan. 31, 2023, the
Company had $33.66 million in total assets, $68.38 million in total
liabilities, and a total stockholders' deficit of $34.72 million.
IRONNET INC: Seeks to Hire Stretto Inc as Administrative Advisor
----------------------------------------------------------------
IronNet, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Stretto, Inc.
as their 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. 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 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 $25,000.
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 IronNet
Founded in 2014 and headquartered in McLean, VA, IronNet, Inc.
(NYSE: IRNT) -- www.ironnet.com -- is a global cybersecurity
company that is transforming how organizations secure their
networks by delivering the first-ever collective defense platform
operating at scale. Employing a number of former NSA cybersecurity
operators with offensive and defensive cyber experience, IronNet
integrates deep tradecraft knowledge into its industry-leading
products to solve the most challenging cyber problems facing the
world today.
IronNet reported a net loss of $111.01 million for the fiscal year
ended Jan. 31, 2023, compared to a net loss of $242.65 million for
the fiscal year ended Jan. 31, 2022. As of Jan. 31, 2023, the
Company had $33.66 million in total assets, $68.38 million in total
liabilities, and a total stockholders' deficit of $34.72 million.
IRONNET INC: Seeks to Hire Young Conaway Stargatt as Counsel
------------------------------------------------------------
IronNet, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Young Conaway
Stargatt & Taylor, LLP as their counsel.
The firm's services include:
a. providing legal advice and services with respect to the
Debtors' powers and duties in the continued operation of their
business, management of their property, the local rules, practices
and procedures, and providing substantive and strategic advice on
how to accomplish the Debtors' goals in connection with the
prosecution of their Chapter 11 cases;
b. pursuing the sale of the Debtors' assets and approval of
bid procedures related thereto;
c. preparing legal papers;
d. appearing in court and protecting the interests of the
Debtors before the court; and
e. other necessary legal services.
The firm will be paid at these hourly rates:
Sean M. Beach Partner $1,070
Kenneth J. Enos Partner $910
Elizabeth S. Justison Associate $720
Timothy R. Powell Associate $560
Kristin L. McElroy Associate $475
Beth Olivere Paralegal $355
On Dec 16, 2022, Young Conaway received a retainer of $350,000. The
firm received an additional retainer payment of $275,000 on Oct. 9,
2023.
Sean Beach, Esq., a partner at Young Conaway, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sean M. Beach, Esq.
Kenneth J. Enos, Esq.
Elizabeth S. Justison, Esq.
Timothy R. Powell, Esq.
Kristin L. McElroy, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 N. King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Emails: sbeach@ycst.com
kenos@ycst.com
ejustison@ycst.com
tpowell@ycst.com
kmcelroy@ycst.com
About IronNet
Founded in 2014 and headquartered in McLean, VA, IronNet, Inc.
(NYSE: IRNT) -- www.ironnet.com -- is a global cybersecurity
company that is transforming how organizations secure their
networks by delivering the first-ever collective defense platform
operating at scale. Employing a number of former NSA cybersecurity
operators with offensive and defensive cyber experience, IronNet
integrates deep tradecraft knowledge into its industry-leading
products to solve the most challenging cyber problems facing the
world today.
IronNet reported a net loss of $111.01 million for the fiscal year
ended Jan. 31, 2023, compared to a net loss of $242.65 million for
the fiscal year ended Jan. 31, 2022. As of Jan. 31, 2023, the
Company had $33.66 million in total assets, $68.38 million in total
liabilities, and a total stockholders' deficit of $34.72 million.
JRGC LLC: Case Summary & Eight Unsecured Creditors
--------------------------------------------------
Debtor: JRGC, LLC
P.O. Box 18012
Tampa, FL 33679
Business Description: JRGC, LLC owns multiple properties
having an aggregate value of $18.3
million.
Chapter 11 Petition Date: November 2, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-04975
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $18,300,202
Total Liabilities: $9,714,612
The petition was signed by Jordan Ruben as managing member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/X4RD5EQ/JRGC_LLC__flmbke-23-04975__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Eight Unsecured Creditors:
Entity Nature of Claim Claim Amount
Ocean Capital Lawsuit $2,036,338
Ventures, Inc.
300 Beach Dr.
Ste. 903
Saint Petersburg, FL 33701
2. Small Business Admin. $495,000
801 Tom Martin Dr.,
Ste. 120
Birmingham, AL
35211
3. Scott Seckinger Lawsuit $250,000
4908 W. Estrella St.
Tampa, FL 3362
4. Michael Molinari Lawsuit $250,000
4815 W. Beachway Dr.
Tampa, FL 33609
5. M. D. Adnan Rahman Lawsuit $170,000
c/o Josef Y. Rosen, Esq.
401 E. Jackson St.
Ste. 2700
Tampa, FL 33602
6. American Express Credit Card $51,656
P.O. Box 6031
Carol Stream, IL
60197
7. First Citizen's Bank Line of Credit $49,883
P.O. Box 27131
Raleigh, NC
27611-7131
8. First Citizen's Bank Credit Card $25,239
P.O. Box 27131
Raleigh, NC
27611-7131
K & H AUTOMOTIVE: Amended Priority Tax Claims Pay Details
---------------------------------------------------------
K & H Automotive Services, LLC, submitted a First Amended
Subchapter V Plan of Reorganization.
The Plan proposes to pay holders of Allowed Claims with the
Debtor's available Cash and Projected Disposable Income which
includes sums from future services and future contracts.
Priority Tax Claims are unsecured income, employment, and other
taxes. Each holder of an Allowed Priority Tax Claim shall receive
in full satisfaction, settlement, release, and discharge of and in
exchange for such Allowed Priority Tax Claim, a Pro Rata share of
53 consecutive monthly payments of $521.64 commencing on the
Effective Date. The unpaid principal balance of each allowed
Priority Tax Claim shall bear interest at the rate of 6.5% per
annum.
In addition, holders of Allowed Priority Tax Claims may receive a
Pro Rata share of the Debtor's second employee retention tax credit
and the net proceeds of any Causes of Action in accordance with the
waterfall provision.
Class 1 consists of holders of Allowed General Unsecured Claims.
Holders of Allowed General Unsecured Claim shall receive in full
satisfaction, settlement, release, and discharge of and in exchange
for such Allowed Claim, a Pro Rata share of 60 consecutive monthly
payments of $1,788.75 commencing on the Effective Date.
Holders of Allowed Administrative Claims may also receive a Pro
Rata share of the Debtor's second employee retention tax credit and
the net proceeds of any Causes of Action in accordance with the
waterfall provision. The unpaid principal balance of each Allowed
General Unsecured Claims shall accrue interest at the rate of 2.75%
per annum.
Class 2 consists of EBF Disputed Secured Claim. EBF shall receive
in full satisfaction, settlement, release, and discharge of and in
exchange for its Claim, whether Secured or Unsecured, 60
consecutive monthly payments of $494.80 commencing on the Effective
Date. EBF may also receive a Pro Rata share of the Debtor's second
employee retention tax credit and the net proceeds of any Causes of
Action in accordance with the waterfall provision described. The
unpaid principal balance of EBF's Claim, whether Secured or
Unsecured, shall accrue interest at the rate of 2.75% per annum.
The Debtors estimates that it will have $54,000 in Cash on hand on
the Effective Date. Reorganized Debtor will make a $10,000 payment
to holders of Allowed Administrative Claims. The remaining Cash on
hand after making the Effective Date payments ($44,000) is
sufficient to fund future operations and make periodic plan
payments to, among others, holders of Allowed Priority Tax Claims
and General Unsecured Claims.
In addition to monthly Cash distributions after the Effective Date,
Reorganized Debtor shall distribute the net proceeds of any Causes
of Actions, including Avoidance Actions, and its second employee
retention tax credit to holders of Allowed Claims until paid in
full in the following priority (in each case on a Pro Rata basis):
(a) first, on account of Allowed Administrative Claims; (b) second,
on account of Priority Tax Claims; (c) third, on account of any
Allowed Claims in Classes 1 and 2; and (d) fourth, Reorganized
Debtor. "Net proceeds" means gross recoveries from any Causes of
Action, including Avoidance Actions, after payment of any
attorneys' fees, filing fees and other costs and expenses related
to the prosecution of such Causes of Action.
A full-text copy of the First Amended Plan dated October 24, 2023
is available at https://urlcurt.com/u?l=YKW1w3 from
PacerMonitor.com at no charge.
Attorney 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 K & H Automotive Services
K & H Automotive Services, LLC filed a Chapter 11 bankruptcy
petition (Bankr. M.D. La. Case No. 23-10314) on May 16, 2023, with
as much as $50,000 in assets and $100,001 to $500,000 in
liabilities. Judge Michael A. Crawford oversees the case.
The Debtor tapped Sternberg Naccari & White, LLC as legal counsel
and Going, Sebastian, Fisher and Lebeouf, LLP as accountant.
KAFHAYAAYNSAD ENTERPRISE: Taps Gleichenhaus Marchese as Counsel
---------------------------------------------------------------
Kafhayaaynsad Enterprise, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire
Gleichenhaus, Marchese & Weishaar, PC as its general counsel.
The firm's services include:
a. advising the Debtor of its rights, powers, and duties as a
debtor and debtor-in-possession in the continued operation of its
business and the management of its property;
b. preparing on behalf of the Debtor any and all necessary
motions, applications, answers, draft orders, other legal
pleadings, notices, schedules and other documents, and reviewing
financial and other reports to be filed in the Bankruptcy Case;
c. advising the Debtor concerning, and preparing responses to,
applications, motions, other pleadings, notices and other papers
that may be filed and served in this Bankruptcy Case;
d. advising the Debtor and assisting in the negotiation and
documentation of financing agreements, debt and cash collateral
orders and related transactions;
e. advising and counseling the Debtor with respect to any
sales of assets and negotiating and preparing the agreements,
pleadings, and other documents related thereto;
f. reviewing the nature and validity of any liens asserted
against the Debtor's property and advising the Debtor concerning
the enforceability of such liens;
g. advising the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of the
estate;
h. counseling the Debtor in connection with the formulation,
negotiation and drafting of an anticipated plan of reorganization
and related documents;
i. advising the Debtor concerning executory contracts and
unexpired lease assumptions, assignments, and rejections and lease
restructurings;
j. assisting the Debtor in reviewing, estimating, and
resolving claims asserted against the Debtor's estate;
k. commencing and conducting any and all litigation necessary
or appropriate to assert rights held by the Debtor, protect assets
of the Debtor's estate, or otherwise further the goals of
completing the Debtor's successful reorganization;
l. providing general litigation and other non-bankruptcy legal
services as requested by the Debtor;
m. appearing in Court on behalf of the Debtor, as needed, in
connection with this Bankruptcy Case; and
n. providing such other services to the Debtor as may be
necessary in this Case or any related proceeding(s).
The firm will be paid at these rates:
Partners $325 to $425 per hour
Associates $230 to $320 per hour
Law Clerks $170 to $190 per hour
Paralegals $150 to $175 per hour
The firm received a retainer in the amount of $5,000.
Scott Bogucki, an attorney at Gleichenhaus, Marchese & Weishaar,
PC, disclosed in court filings that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Scott J. Bogucki, Esq.
GLEICHENHAUS, MARCHESE & WEISHAAR, PC
930 Convention Tower
43 Court Street
Buffalo, NY 14202
Telephone: (716) 845-6446
Email: sbogucki@gmwlawyers.com
About Kafhayaaynsad Enterprise
Kafhayaaynsad Enterprise, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
23-10989) on October 4, 2023, with $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge Carl L. Bucki oversees the case.
Scott J. Bogucki, Esq. of Gleichenhaus, Marchese & Weishaar, PC
represents the Debtor as legal counsel.
KIDDE-FENWAL: Seeks to Extend Plan Exclusivity to January 9, 2024
-----------------------------------------------------------------
Kidde-Fenwal Inc. asked the U.S. Bankruptcy Court for the
District of Delaware to extend the exclusive periods during which
it may file a chapter 11 plan and solicit acceptances thereof to
January 9, 2024 and March 9, 2024, respectively.
Unless extended, the Debtor's exclusive filing period ends on
September 11, 2023 while its exclusive solicitation period ends
on November 10, 2023.
The Debtor claims that it has made substantial progress in the
first four months of its chapter 11 case, which presents serious
complexities as the first chapter 11 case involving significant
exposure to liabilities relating to aqueous film-forming foam.
The Debtor stated that it has been able to successfully negotiate
with its creditors and other stakeholders to achieve, among other
things:
(i) a consensual 90-day extension of the automatic stay to
certain third parties to preserve the value of its
estate;
(ii) a continuation of its amended and restated shared
services agreement, ensuring its ability to continue
its operations during the chapter 11 case; and
(iii) a process and protective order governing the
production, disclosure, handling, exchange and use of
discovery materials and information among key parties-
in-interest.
The Debtor also claims to have made substantial progress on its
investigation into potential claims and causes of action against
affiliates and third parties, as well as claims to insurance
coverage under historical liability policies.
The Debtor explained that discussions with its key stakeholders
have been ongoing and robust, but given the nascent sale process
and ongoing investigations by the Debtor, the Committee and other
stakeholders, more time is necessary to develop and negotiate a
plan of reorganization.
Kidde-Fenwal Inc. is represented by:
Derek C. Abbott, Esq.
Andrew R. Remming, Esq.
Daniel B. Butz, Esq.
Tamara K. Mann, Esq.
MORRIS NICHOLS ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Email: dabbott@morrisnichols.com
aremming@morrisnichols.com
dbutz@morrisnichols.com
tmann@morrisnichols.com
- and -
Andrew G. Dietderich, Esq.
Brian D. Glueckstein, Esq.
Justin J. DeCamp, Esq.
Alexa J. Kranzley, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004
Tel: (212) 558-4000
Email: dietdericha@sullcrom.com
gluecksteinb@sullcrom.com
decampj@sullcrom.com
kranzleya@sullcrom.com
About Kidde-Fenwal
Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ --
manufactures fire protection systems. It offers products such as
fire control systems, explosion aircraft protection, laser-based
smoke detection devices, electronic gas ignitions, and fire
suppressions. Kidde-Fenwal markets its products to mining,
manufacturing, education, and commercial sectors.
Kidde-Fenwal sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10638) on May 14,
2023. In the petition filed by its chief transformation officer,
James Mesterharm, the Debtor reported assets between $100 million
and $500 million and estimated liabilities between $1 billion and
$10 billion.
The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols
Arsht & Tunnell, LLP as bankruptcy counsels; Covington & Burling,
LLP as special insurance counsel; and Guggenheim Securities, LLC
as investment banker. Stretto, Inc. is the claims and noticing
agent and administrative advisor.
The official committee of unsecured creditors appointed in the
Debtor's Chapter 11 case tapped Brown Rudnick, LLP and Stutzman,
Bromberg, Esserman & Plifka, A Professional Corporation as
bankruptcy counsels; Gilbert, LLP and KTBS Law, LLP as special
counsels; Province, LLC as financial advisor; and Houlihan Lokey
Capital, Inc. as investment banker.
KLX ENERGY: Moody's Affirms Caa1 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed KLX Energy Services Holdings,
Inc.'s (KLXE) Corporate Family Rating at Caa1, Probability of
Default Rating at Caa1-PD, and senior secured notes rating at Caa1
and changed the outlook to positive from stable. The Speculative
Grade Liquidity Rating (SGL) remains at SGL-2.
"The change in KLXE's ratings outlook to positive reflects Moody's
expectation that KLXE will continue to build on the improved
financial performance it has exhibited over the past year and that
its ratings could be upgraded if its financial performance is
maintained and its refinancing needs are addressed." said Jake
Leiby, Moody's Senior Analyst.
RATINGS RATIONALE
KLXE's Caa1 CFR and positive outlook reflect the improvement in the
company's financial results over the past year and Moody's
expectation for these results to be sustained, balanced against its
refinancing risks in the face of challenging capital markets for
smaller oilfield services companies.
KLXE has a diversified oilfield services product offering,
geographic diversity, and relatively small scale in a highly
cyclical industry. Although the company's financial results have
been consistent over the past year, KLXE's cash flow generation is
reliant on the capital spending and activity levels of its U.S.
onshore upstream customer base and changes in customer behavior
have historically resulted in significant cash flow volatility. The
oilfield services industry is highly competitive and KLXE's scale
leaves it disadvantaged to a number of significantly larger
companies with greater financial resources and product diversity.
KLXE's credit profile is supported by its diversified geographic
footprint which provides exposure to all producing regions onshore
in the U.S. The company's results in 2022 benefitted from a
meaningful increase in drilling and completion activity and the
company's geographic diversity has allowed it to generate stable
results in 2023 despite the significant decline in the U.S. onshore
rig count.
KLXE's secured notes are rated Caa1, the same as the CFR. The
secured notes benefit from a second lien on the ABL collateral and
a first lien on substantially all of the company's other assets.
Given the company's improving fundamentals and positive outlook,
Moody's views a Caa1 rating for the secured notes as more
appropriate than the lower rating indicated by Moody's Loss Given
Default for Speculative-Grade Companies. However, if the ABL
revolver commitments are further increased that could put downward
pressure on the secured notes rating.
The SGL-2 rating reflects Moody's expectation that KLXE will
maintain good liquidity based on its cash balance and revolver
availability. KLXE had $82 million of cash on hand and $62 million
of available borrowing capacity under its ABL as of June 30, 2023.
KLXE's ABL has a $120 million revolving credit commitment and is
scheduled to mature in September 2025; the ABL maturity date will
spring to August 2025 if any of the senior secured notes due
November 2025 remain outstanding at that time. The ABL requires
KLXE to maintain a fixed charge coverage ratio of at least 1.0x if
borrowing availability falls below the greater of $15 million or
20% of the borrowing base.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include an extended debt
maturity profile, consistent EBITDA generation and maintenance of
low leverage.
Factors that could lead to a downgrade include EBITDA to interest
expense below 1.5x or a deterioration in liquidity.
KLXE is a publicly-traded provider of drilling, completion,
production, and intervention services and products, primarily to
E&P companies in major US onshore producing regions.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
KOMBU KITCHEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kombu Kitchen SF LLC
DBA NIBLL
FDBA NYBLL
1715 E. 21st St.
Los Angeles, CA 90058
Case No.: 23-17276
Business Description: Kombu Kitchen is a corporate catering
company in California.
Chapter 11 Petition Date: November 1, 2023
Court: United States Bankruptcy Court
Central District of California
Debtor's Counsel: Daniel Weintraub, Esq.
WEINTRAUB ZOLKIN TALERICO & SELTH LLP
11766 Wilshire Boulevard
Suite 450
Los Angeles, CA 90025
Tel:(310) 207-1494
Email: dweintraub@wztslaw.com
Total Assets: $1,748,762
Total Liabilities: $1,527,579
The petition was signed by Keven Thibeault as CEO.
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/KV7C2SI/Kombu_Kitchen_SF_LLC__cacbke-23-17276__0001.0.pdf?mcid=tGE4TAMA
LIFTUP COMMUNITIES: Case Summary & 14 Unsecured Creditors
---------------------------------------------------------
Debtor: Liftup Communities LLC (Chicago)
c/o Crystal Wiburn Mgr & Reg Agent
205 N Michigan Ave
Chicago, IL 60601-5902
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: November 1, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 23-14768
Debtor's Counsel: J. Kevin Benjamin, Esq.
BENJAMIN LEGAL SERVICES
1016 W. Jackson Blvd
Chicago, IL 60607-2914
Tel: (773) 425-5755
Email: attorneys@benjaminlaw.com
Total Assets as of Oct. 31, 2023: $2,207,288
Total Liabilities as of Oct. 31, 2023: $895,450
The petition was signed by Crystal Wilburn as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/SDUPDAI/Liftup_Communities_LLC_Chicago__ilnbke-23-14768__0001.0.pdf?mcid=tGE4TAMA
LORDSTOWN MOTORS: DOJ Balks at Bankruptcy Releases
--------------------------------------------------
Evan Ochsner of Bloomberg Law reports that Lordstown Motors Corp.
is facing opposition to its proposed reorganization plan voting
procedures, including pushback from the Justice Department's
bankruptcy watchdog over third-party liability releases embedded in
the plan.
The electric vehicle maker must allow creditors to actively opt in
to the releases, which would protect company leaders and affiliated
parties, the US Trustee said in a Tuesday filing with the US
Bankruptcy Court for the District of Delaware. Currently, the plan
assumes creditors' consent if they don't opt out of the releases
when they vote on the plan.
About Lordstown Motors Corp.
Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an
electric vehicle OEM developing innovative light duty commercial
fleet vehicles, with the Endurance all electric pickup truck as its
first vehicle. It has engineering, research and development
facilities in Farmington Hills, Mich. and Irvine, Calif.
On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases
are pending before Judge Mary F. Walrath.
The Debtors tapped White & Case, LLP and Richards, Layton & Finger,
P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special
counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor;
and Silverman Consulting as restructuring advisor. Kurtzman Carson
Consultants, LLC, is the Debtors' claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee tapped Troutman Pepper Hamilton Sanders,
LLP as legal counsel and Huron Consulting Group Inc. as financial
advisor.
LPI LLC: Unsecured Creditors to be Paid in Full in Plan
-------------------------------------------------------
LPI, LLC, filed with the U.S. Bankruptcy Court for the District of
Oregon a Disclosure Statement describing Plan of Reorganization
dated October 24, 2023.
Debtor owned and operated 4 parcels of commercial and residential
real property. Debtor is owned by a single member, Mahmood Almayah,
who controls and directs these business activities (the "Member").
Debtor's first parcel of real property is a commercial property
located at 55 W Sherman St., Lebanon, Oregon (the "Sherman
Property"). Debtor's second parcel of real property is a single
family residence located at 3676 SW 3rd St., Corvallis, Oregon (the
"Third Street Property"). Debtor's third parcel of real property
was a commercial property located at 1125 Dale St SE, Albany,
Oregon (the "Dale Property"). Debtor's fourth parcel of real
property is a residential duplex located at 1745-1747 Edgeing
Drive, Corvallis, Oregon (the "Edgeing Property").
The Debtor was hit particularly hard by the Covid pandemic and has
struggled due to non-payment of rents by numerous tenants during
that time. Debtor was also unable to secure the eviction of those
tenants for non-payment of rent during those periods, due to
emergency orders and other legislative measures designed to protect
the citizens of the State of Oregon. Debtor has, since the lifting
of those various Covid orders, evicted its various non-paying
tenants.
Tightening of the lending market and rapid increase in interest
rates, as well as outstanding foreclosure actions which Debtor was
unable to terminate, culminated in the perfect storm to prevent
recovery of the Debtor's operations. A trustee foreclosure sale on
the Dale Property was scheduled for May 10, 2023 at 11 am. Debtor
filed this case to stop the trustee sale and to attempt to gain
breathing room to restart operations and pay its creditors without
a complete liquidation of its assets.
The accompanying Plan of reorganization describes how all claims
will be treated under the proposed Plan. To summarize: non
classified administrative claims will be paid in full on the
Effective Date of the plan or later as agreed in writing; secured
claim holders will be impaired and paid as proposed by the Chapter
11 Plan; administrative convenience claims will be paid in full
with no interest thirty days after the Effective Date of the plan;
general unsecured claims will receive 100% of their claims,
estimated at approximately $42,000, with interest at the Federal
Judgment Rate, in ten semi-annual payments of $1,000.00, with the
final payment being a balloon payment for the remaining balance,
starting 120 days after the Effective Date of the Plan.
Class 7 consists of administrative convenience of the Debtor, all
general unsecured, nonpriority claims owed $500 or less OR who
elect to reduce their claim to $500 shall be paid in full within 30
days after the Effective Date of the Plan. These claims will be
paid from the LPI, LLC Distribution Account.
Class 8 consists of general unsecured, non-priority claims owed
more than $500 and who do not elect to reduce their claim to $500.
Claimants will share in pro rata distributions totaling not less
than $1,000.00, with interest at the federal judgment rate in
effect on the Effective Date, to be paid in ten semi-annual
payments, with a balloon payment of all remaining amounts, unless
paid off sooner. First payment to be made 120 days after the
Effective Date. Debtor may also utilize funds from the sale or
refinance of one or more of its Properties to satisfy the remaining
amount of the General Unsecured Claimants' claims. The General
Unsecured claimants will be paid in full.
The Plan will be implemented in whole or in part by the following:
First, from the utilization of funds projected to be on hand in the
Debtor in Possession accounts on the Effective Date of the Plan;
Second, from semi-annual pro-rata payments from the Debtor's
business operations; Third, from a cash infusion provided by the
Member, and Fourth, if necessary, from positive cash flow realized
from the refinance or sale of one or more of Debtor's Properties.
A full-text copy of the Disclosure Statement dated October 24, 2023
is available at https://urlcurt.com/u?l=MOcsVr from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Michael D. O'Brien, Esq.
Theodore J. Piteo, Esq.
Michael D. O'Brien & Associates, P.C.
12909 SW 68th Pkwy, Suite 160
Portland, OR 97223
Tel: (503) 786-3800
Email: enc@pdxlegal.com
About LPI LLC
LPI, LLC, owned and operated 4 parcels of commercial and
residential real property.
The Debtor, a company in Albany, Ore., filed its voluntary petition
for Chapter 11 protection (Bankr. D. Ore. Case No. 23-60789) on May
10, 2023, with $2,064,118 in assets and $974,196 in liabilities.
Mahmood Almayah, a member of LPI, LLC, signed the petition.
Judge Thomas M. Renn oversees the case.
Michael D. O'Brien & Associates, P.C. is the Debtor's legal
counsel.
LTL MANAGEMENT: LA County Files Talc Suit Against J&J
-----------------------------------------------------
Craig Clough of Law360 reports that Los Angeles County has sued
Johnson & Johnson in California state court alleging its products
containing talc are responsible for cancer and mesothelioma cases
in many county residents, joining the many talc-related lawsuits
already filed nationwide over the last decade.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M
owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on
Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing the Court to dismiss the 2021 Chapter 11 case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an
order
denying LTL's stay motion on March 31, 2023, and, on the same day,
issued its mandate directing the Bankruptcy Court to dismiss the
2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
MATTRESS DIRECT: Seeks to Hire Carmody MacDonald as Legal Counsel
-----------------------------------------------------------------
Mattress Direct, Inc., Campbell Sleep, LLC, and DeliverPRO, LLC
seek approval from the U.S. Bankruptcy Court for the Eastern
District of Missouri to hire Carmody MacDonald P.C. as their
counsel.
The firm's services include:
a. advising the Debtor with respect to its rights, power, and
duties in its Chapter 11 case;
b. assisting and advising the Debtor in its consultations with
any appointed committee related to the administration of its
bankruptcy case;
c. assisting the Debtor in analyzing the claims of creditors
and negotiating with such creditors;
d. assisting the Debtor in investigating its assets,
liabilities, financial condition and business;
e. advising the Debtor in connection with the sale of its
assets or business;
f. assisting the Debtor in its analysis of and negotiation
with any appointed committee or any third-party concerning matters
related to, among other things, the terms of a plan of
reorganization;
g. assisting and advising the Debtor with respect to any
communications with the general creditor body regarding significant
matters in its case;
h. commencing and prosecuting necessary and appropriate
actions or proceedings on behalf of the Debtor;
i. reviewing, analyzing or preparing legal documents;
j. representing the Debtor at all hearings and other
proceedings;
k. conferring with other professional advisors in providing
advice to the Debtor;
l. advising the Debtor regarding pending arbitration and
litigation matters in which it may be involved, including continued
prosecution or defense of actions and negotiations; and
m. performing all other necessary legal services.
The hourly rates of the firm's counsel and staff are as follows:
Partners $295 - $410
Associates $240 - $290
Paralegals/Law clerks $145 - $195
In addition, the firm will seek reimbursement for expenses
incurred.
The firm is currently holding the sum of $21,557 as a retainer.
Robert Eggmann, Esq., a partner at Carmody MacDonald, 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:
Robert E. Eggmann, Esq.
Thomas H. Riske, Esq.
Carmody MacDonald, PC
120 South Central Avenue, Suite 1800
St. Louis, MO 63105
Telephone: (314) 854-8600
Facsimile: (314) 854-8660
Email: ree@carmodymacdonald.com
thr@carmodymacdonald.com
About Mattress Direct, Inc.
DeliverPRO, LLC, Campbell Sleep, LLC, and Mattress Direct, Inc.
filed their petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr.E.D. Mo. Lead Case No. 23-43817) on Oct. 23, 2023. At
the time of filing, Mattress Direct, Inc. disclosed $1,000,001 to
$10 million in both assets and liabilities.
Thomas H Riske, Esq. at Carmody Macdonald P.C. represents the
Debtors as counsel.
MICHAEL ABBOUD: U.S. Trustee Appoints Eric Huebscher as PCO
-----------------------------------------------------------
William Harrington, the U.S. Trustee for Region 2, appointed Eric
Huebscher as patient care ombudsman for Michael Abboud OBGYN PC.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Eastern District of New York on Oct. 2.
The PCO may seek to retain counsel to assist him in the performance
of his duties and responsibilities except for his reporting
obligations as set forth in Section 333(b)(2) of the Bankruptcy
Code.
Mr. Huebscher of Huebscher & Co. disclosed in a court filing that
he is a "disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The ombudsman may be reached at:
Eric M. Huebscher, CPA
Huebscher & Co.
301 East 87th Street
New York, NY 10128
Phone: (646) 584-3141
Fax: (212) 202-3503
Email: info@HuebscherConsulting.com
About Michael Abboud
Michael Abboud OBGYN P.C. filed Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 23-41874) on May 26, 2023, with up to $50,000 in
assets and $100,001 to $500,000 in liabilities.
Judge Jil Mazer-Marino oversees the case.
Lawrence Morrison, Esq., at Morrison Tenenbaum, PLLC represents the
Debtor as legal counsel.
MIVA INSURANCE: Exclusivity Period Extended to by 90 Days
---------------------------------------------------------
Judge Maria De Los Angeles Gonzalez extended MIVA Insurance
Corp.'s exclusive period to file the disclosure statement and
plan for 90 days. The Debtor was also granted 60 days after the
conditional approval of the disclosure statement to procure votes
for its small business plan.
About MIVA Insurance Corp.
MIVA Insurance Corp. sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-00731) on
March 13, 2023, with as much as $1 million in both assets and
liabilities. Judge Maria De Los Angeles Gonzalez oversees the
case.
Javier Vilarino, Esq., at Vilarino & Associates, LLC represents
the Debtor as counsel.
MLCJR LLC: Seeks to Extend Plan Exclusivity to December 11
----------------------------------------------------------
MLCJR LLC and its affiliates asked the U.S. Bankruptcy Court for
the Southern District of Texas to extend their exclusive periods
to file and solicit a plan to December 11, 2023 and February 8,
2024.
The Debtors' exclusive filing period and exclusive solicitation
period were initially set to expire on September 11, 2023 and
November 10, 2023, respectively.
The Debtors explained that their oil and gas assets and
operations related thereto involve numerous parties, contracts,
and leases and they continue to evaluate certain assets (and
liabilities) related to their oil and gas business.
The Debtors also asserted that, without an extension, they may
face extra delay, disruption, and costs as they would have to
allocate time, effort, and money to addressing potentially
competing chapter 11 plans. The Debtors alleged that with the
ongoing sale process, extensive potential litigation, and
analysis of purported statutory liens against assets of their
estates, they cannot afford the distraction of competing plans
and should be given an opportunity to extend their exclusive
periods.
The Debtors stated that they request a brief extension of the
exclusive periods to provide a sufficient window to consummate
their asset sales and determine the actual pool of and priority
of secured claims without the disruption and distraction created
by competing plan proposals. The Debtors claim that once these
sales close, they will have more clarity on potential chapter 11
plans and the next steps for the chapter 11 cases.
MLCJR LLC and its affiliates are represented by:
Matthew D. Cavenaugh, Esq.
J. Scott Rose, Esq.
Rebecca Blake Chaikin, Esq.
Emily F. Meraia, Esq.
JACKSON WALKER LLP
1401 McKinney St., Suite 1900
Houston, TX 77010
Tel: 713-752-4200
Email: srose@jw.com
rchaikin@jw.com
emeraia@jw.com
- and -
Keith A. Simon, Esq.
Misha E. Ross, Esq.
Alexandra M. Zablocki, Esq.
Thomas Fafara, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: 212-906-1200
Email: keith.simon@lw.com
misha.ross@lw.com
alexandra.zablocki@lw.com
thomas.fafara@lw.com
About MLCJR LLC
MLCJR LLC and several affiliated entities including Cox Operating
L.L.C., Cox Oil Offshore, L.L.C., Energy XXI GOM, LLC, Energy XXI
Gulf Coast, LLC, EPL Oil & Gas, LLC, and M21K, LLC operate a
business involved in the extraction of offshore oil and gas in
the Gulf of Mexico. They are privately held entities indirectly
owned by Cox Investment Partners, LP, through Phoenix Petro
Services LLC.
On May 12, 2023, Keystone Chemical, LLC and other trade creditors
filed an involuntary petition under Chapter 7 of the Bankruptcy
Code against Cox Operating (Bankr. E.D. La. Case No. 23-10734).
The petitioning creditors are represented by Slyvester Law Firm.
On May 14, 2023, MLCJR and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code. The cases are jointly
administered under In re MLCJR LLC (Bankr. S.D. Texas Lead Case
No. 23-90324).
In the petitions signed by Craig Sanders, authorized person, the
Debtors disclosed as much as $50,000 in assets and $100 million
to $500 million in liabilities.
Judge Christopher Lopez oversees the Debtors' cases.
Lawyers at Latham & Watkins, LLP and Jackson Walker LLP represent
the Debtors as legal counsel. Moelis & Debtor LLC, led by its
managing director Bassam J. Latif, is the Debtors' investment
banker while Ryan Omohundro, a partner at Alvarez & Marsal North
America, LLC, serves as the Debtors' chief restructuring officer.
Kroll Restructuring is the claims and noticing agent.
An official committee of unsecured creditors has retained White &
Case LLP as counsel.
Kelly Hart & Pitre, LLP and Underwood Law Firm, P.C. serve as
counsel to Amarillo National Bank, as prepetition lender and
prepetition collateral agent, and as debtor-in-possession (DIP)
agent for the DIP lenders.
Haynes and Boone, LLP serves as counsel to BP Energy Debtor as
prepetition swap party. BP Energy tapped Houlihan Lokey, Inc. and
Looper Goodwine P.C. as financial advisor and regulatory counsel,
respectively.
On May 26, 2023, the U.S. Trustee for Region 7 appointed an
official committee of unsecured creditors. The committee tapped
White & Case as legal counsel and Huron Consulting, LLC as
financial advisor.
MOUROUX FAMILY: PCO Reports No Change in Patient Care Quality
-------------------------------------------------------------
Tamar Terzian, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Northern District of
California a third interim report regarding the quality of patient
care provided by Mouroux Family Chiropractic, Inc.
In the report which covers the period August 11 to October 11,
2023, the PCO noted that medication is stored properly and access
is limited. In addition, the equipment and the massage tables used
for treatment of arthritis, IV therapy, knee pain, headaches and
migraines, and neuropathy were clean.
Mouroux has sufficient equipment, supplies and staff to continue to
provide the quality of care for the patients, the PCO noted.
The PCO observed that there are no changes to report currently in
terms of the quality of care.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=Ch7lzy from PacerMonitor.com.
About Mouroux Family Chiropractic
Mouroux Family Chiropractic, Inc. offers "one-stop" chiropractic
and medical services in the greater San Jose, California area.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-50186) on Feb. 24,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. Judge Stephen L. Johnson oversees the case.
Steven E. Cowen, Esq., at S.E. Cowen Law represents the Debtor as
legal counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's bankruptcy case.
NABORS INDUSTRIES: Incurs $49 Million Net Loss in Third Quarter
---------------------------------------------------------------
Nabors Industries Ltd. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
attributable to the Company of $48.92 million on $744.14 million of
total revenues and other income for the three months ended Sept.
30, 2023, compared to a net loss attributable to the Company of
$13.78 million on $698.95 million of total revenues and other
income for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported net
income attributable to the Company of $4.92 million on $2.31
billion of total revenues and other income compared to a net loss
attributable to the Company of $281.20 million on $1.90 billion of
total revenues and other income for the nine months ended Sept. 30,
2022.
As of Sept. 30, 2023, the Company had $4.72 billion in total
assets, $3.34 billion in total liabilities, $834.20 million in
redeemable noncontrolling interest in subsidiary, and $548.17
million in total equity.
Management Comments
Anthony G. Petrello, Nabors Chairman, CEO and president, commented,
"Drilling activity across our markets generally met our
expectations. As we had anticipated in the Lower 48, rig count
decreased in the third quarter but it appears to have bottomed,
while leading-edge pricing also seems to have stabilized. The
reduced drilling activity in the U.S. did impact our Nabors
Drilling Solutions and Rig Technologies results somewhat more than
we expected. In line with our forecasts, international markets
have continued to expand with higher pricing.
"During the quarter we experienced challenges with our newbuild
rigs and some of their critical components in Saudi Arabia, which
resulted in deployment delays and significant downtime. We are
currently addressing the quality assurance issues on these assets
delivered by our third-party supplier. We expect our supplier's
performance to improve rapidly as its local manufacturing
experience increases.
"On the positive side, margins in our Lower 48 operation remained
at higher levels than in any prior upcycle. During the third
quarter we saw the early signs of the expected market upturn. In
preparation, we have 14 warm stacked rigs ready to return to work
immediately at minimum cost, as soon as drilling activity turns
around.
"In our International segment, multiple rigs commenced operations,
contributing to an increase in sequential revenue. We are
encouraged by the prospects for a significant number of additional
rigs in our international markets through 2024 and beyond.
"Broad demand for our technology portfolio in Nabors Drilling
Solutions drove meaningful increases in U.S. third-party and
international revenue.
"In Rig Technologies, our Energy Transition initiatives continued
to gain momentum as we expanded our PowerTAP deployments, and our
customers increased their demand for our innovative solutions."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1163739/000155837023016940/nbr-20230930x10q.htm
About Nabors
Nabors Industries Ltd. (NYSE: NBR) owns and operates land-based
drilling rig fleets and provides offshore platform rigs in the
United States and several international markets. Nabors also
provides directional drilling services, tubular services,
performance software, and innovative technologies for its own rig
fleet and those of third parties.
Nabors Industries reported a net loss of $307.22 million in 2022, a
net loss $543.69 million in 2021, a net loss of $762.85 million in
2020, a net loss of $680.51 million in 2019, a net loss of $612.73
million in 2018, and a net loss of $540.63 million in 2017.
* * *
Egan-Jones Ratings Company, on May 19, 2023, maintained its 'CCC-'
foreign currency and local currency senior unsecured ratings on
debt issued by Nabors Industries Ltd.
PARADOX RESOURCES: Seeks to Extend Plan Exclusivity to November 18
------------------------------------------------------------------
Paradox Resources and its affiliates asked the U.S. Bankruptcy
Court for the Southern District of Texas to extend its exclusive
periods to file and obtain acceptances of a plan to November 18,
2023 and January 17, 2024, respectively.
Unless extended, the period in which the Debtors may exclusively
file a plan expires on September 19, 2023 and the deadline for
the Debtors to obtain acceptance of a plan ends on November 18,
2023.
The Debtors claim that they continue to make good faith progress
towards reorganization. The Debtors also claimed that their
chapter 11 cases involved complex negotiations with creditors to
obtain the debtor in possession financing contemplated by the
Final DIP Order, and to implement a sale process pursuant to the
Bidding Procedures Order. The Debtors explained that, under the
circumstances, more time is necessary to ensure implementation of
reasonable and effective plan terms and prepare adequate
information for a disclosure statement because the terms and
structure of such the plan and disclosure statement depend in
large part on the outcome of the sale process. With the sale
process nearing completion, the Debtors submit that they continue
to make good faith progress towards reorganization and an
additional extension is warranted.
Paradox Resources and its affiliates are represented by:
Matthew S. Okin, Esq.
David L. Curry, Jr., Esq.
Ryan A. O’Connor, Esq.
OKIN ADAMS BARTLETT CURRY LLP
1113 Vine St., Suite 240
Houston, Texas 77002
Tel: (713) 228-4100
Email: mokin@okinadams.com
dcurry@okinadams.com
roconnor@okinadams.com
About Paradox Resources
Paradox Resources, LLC is a Houston-based integrated energy
company that now owns multiple producing oil and gas fields.
Paradox Resources and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead
Case No. 23-90558) on May 22, 2023. In the petition signed by its
chief executive officer, Todd A. Brooks, Paradox Resources
disclosed $50 million to $100 million in both assets and
liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Okin Adams Bartlett Curry, LLP as legal
counsel; Stout Risius Ross, LLC as restructuring advisor; and
Donlin, Recano & Co., Inc. as notice, claims and balloting agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Gray Reed and Ankura Consulting Group, LLC serve as the
committee's legal counsel and financial advisor, respectively.
PARAMETRIC SOLUTIONS: Hires Gordon & Rees as Special Counsel
------------------------------------------------------------
Parametric Solutions, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ John Robinson,
Esq. and Gordon & Rees LP as its special counsel.
The firm will advise and assist the Debtor in thirty lawsuits
consolidated into a single class action pending in District Court
in Connecticut, which allege violations of the Sherman Act.
The firm will be paid at these rates:
Partners $525 per hour
Senior Counsel $450 per hour
Sr. Associate $325 per hour
Jr. Associate $200 per hour
Mr. Robinson, a partner at Gordon & Rees, assured the court that
his firm is disinterested as defined in 11 U.S.C. 101(14).
The firm can be reached through:
John Robinson, Esq.
Gordon & Rees LP
One Battery Park Plaza, 28th Floor
New York, NY 10004
Phone: (212) 269-5500
About Parametric Solutions, Inc.
Parametric Solutions, Inc. provides architectural, engineering, and
related services. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16141) on
August 3, 2023. In the petition signed by David Cusano, director,
the Debtor disclosed $6,147,086i in assets and $5,597,168 in
liabilities.
Judge Mindy A. Mora oversees the case.
Craig I. Kelley, Esq., at Kelley, Fulton and Kaplan, PL, represents
the Debtor as legal counsel.
PEGASUS HOME: Committee Gets OK to Hire A&M as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors of Pegasus Home
Fashions, Inc., received approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Alvarez & Marsal North
America, LLC, as its financial advisor.
The committee requires a financial advisor to:
(a) Assist in the assessment and monitoring of cash flow
budgets, liquidity and operating results;
(b) Assist in the review of court disclosures, including
schedules of assets and liabilities, statements of financial
affairs, monthly operating reports, and periodic reports of Pegasus
and its affiliates;
(c) Assist in the review of the Debtors' cost/benefit
evaluations with respect to the assumption or rejection of
executory contracts and unexpired leases;
(d) Assist in the analysis of any assets and liabilities and
any proposed transactions for which court approval is sought;
(e) Assist in the review of the Debtors' proposed key employee
retention plan and key employee incentive plan;
(f) Attend meetings;
(g) Assist in the review of any tax issues;
(h) Assist in the investigation and pursuit of causes of
actions;
(i) Assist in the review of claims reconciliation and
estimation process;
(j) Assist in the review of the Debtors' business plan;
(k) Assist in the review of sales or dispositions of the
Debtors' assets, including allocation of sale proceeds;
(l) Assist in the review or preparation of information and
analysis necessary for the confirmation of a Chapter 11 plan; and
(m) Render other general business consulting services.
The firm's hourly rates are as follows:
Managing Directors $1,025 - $1,375
Directors $775 - $975
Associates $575 - $775
Analysts $425 - $550
In addition, the firm will receive reimbursement for work-related
expenses incurred.
Mark Greenberg, managing director at Alvarez & Marsal, disclosed in
a court filing that his firm does not represent any entity having
an interest adverse to the committee.
Alvarez & Marsal can be reached at:
Mark Greenberg
Alvarez & Marsal North America, LLC
600 Madison Avenue, 8th Floor
New York, NY 10022
Tel: +1 212 759 4433/+1 917 841 8334
Fax: +1 212 759 5532
Email: mgreenberg@alvarezandmarsal.com
About Pegasus Home Fashions
Pegasus Home Fashions Inc. is a manufacturer of house furnishing
products based in Elizabeth, N.J.
Pegasus and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 23-11236) on Aug. 24, 2023. In the petition
filed by its chief executive officer, Timothy Boates, Pegasus
reported $100 million to $500 million in both assets and
liabilities.
The Debtors tapped Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor, LLP as bankruptcy counsel; SSG Advisors, LLC as
investment banker; Reindeer Consulting Group, LLC as tax
consultant; Prager Metis CPAs, LLC as tax preparer and tax services
provider; and Timothy Boates of RAS Management Advisors, LLC as
interim chief executive officer. Epiq Corporate Restructuring, LLC
serves as the Debtors' administrative advisor and notice, claims,
solicitation and balloting agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. Lowenstein Sandler, LLP and Morris James, LLP serve as
the committee's bankruptcy counsel and Delaware counsel,
respectively.
PIONEER INTER-DEVELOPMENT: Taps Frank & De La Guardia as Counsel
----------------------------------------------------------------
Pioneer Inter-Development, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire the
Law Office of Frank & De La Guardia as counsel.
The Debtor requires the firm to:
a. give advice regarding the rights, powers and duties of the
Debtor;
b. prepare legal documents and review all financial reports to
be filed in the Debtor's bankruptcy case;
c. advise the Debtor concerning, and preparing responses to,
legal papers that may be filed and served in its case, including
complying with the Office of the U.S. Trustee's operating
guidelines and reporting requirements and with the rules of the
court;
d. assist in the negotiation and documentation of financing
agreements, debt and cash collateral orders and related
transactions;
e. review the nature and validity of any liens asserted
against the Debtor's property and advising the Debtor concerning
the enforceability of such liens;
f. counsel the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;
g. assist the Debtor in connection with any potential property
dispositions;
h. advise the Debtor concerning executory contract and
unexpired lease assumption, assignment and rejection and lease
restructuring and recharacterization;
i. assist the Debtor in reviewing, estimating and resolving
claims asserted against the Debtor's estate;
j. commence and conduct litigation necessary or appropriate to
assert rights held by the Debtor, protecting assets of the Debtor's
Chapter 11 estate or otherwise further the goal of completing the
Debtor's successful reorganization;
k. provide general corporate, litigation and other
non-bankruptcy services as requested by the Debtor; and
l. perform all other necessary legal services.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
As disclosed in a court filing, the Law Offices of Frank & De La
Guardia is a "disinterested person" pursuant to Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Michael A. Frank, Esq.
Law Offices of Frank & De La Guardia
2000 Northwest 89th Place, Suite 201
Doral, FL 33126
Tel: (305) 443-4217
Fax: (305) 443-3219
Email: Pleadings@bkclawmiami.com
About Pioneer Inter-Development
Pioneer Inter-Development, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-18321) on Oct. 12, 2023, listing up to $50,000 in both assets
and liabilities.
Michael A. Frank, Esq. at the Law Office of Michael A. Frank and
Rodolfo H. De La Guardia represents the Debtor as counsel.
PROCARE PROPERTY: Seeks to Hire Villa & White as Legal Counsel
--------------------------------------------------------------
Procare Property Management LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire Villa &
White LLP as its counsel.
The Debtor requires legal counsel to:
(a) assist and advise the Debtor relative to its operations
the overall administration of its Chapter 11 case;
(b) represent the Debtor at hearings and communicate with its
creditors regarding the matters heard and the issues raised, as
well as the decisions and considerations of the court;
(c) review and analyze operating reports, schedules,
statements of affairs, and other documents;
(d) assist the Debtor in preparing legal papers;
(e) coordinate the receipt and dissemination of information
prepared by and received from the Debtor and bankruptcy
professionals;
(f) confer with the professionals as may be selected and
employed by any official committee;
(g) assist the Debtor in its negotiations with creditors or
court-appointed representatives or interested third parties
concerning the terms, conditions, and import of a plan of
reorganization and disclosure statement to be filed by the Debtor;
(h) assist the Debtor with such services as may contribute or
are related to the confirmation of a plan of reorganization;
(i) assist the Debtor in its discussions and negotiations with
others regarding the terms, conditions, and security for credit;
(j) conduct examination of witnesses; and
(k) assist the Debtor generally in performing other services.
Morris White, III, Esq., the firm's attorney who will be handling
the case, charges an hourly fee of $400.
As disclosed in court filings, Villa & White does not hold an
interest adverse to the Debtor's estate.
Villa & White can be reached at:
Morris E. White III, Esq.
VILLA & WHITE, LLP
1100 NW Loop 410 #802
San Antonio, TX 78213
Telephone: (210) 225-4500
Facsimile: (210) 212-4649
Email: treywhite@villawhite.com
About Procare Property Management LLC
Procare Property Management LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51301) on
September 28, 2023. In the petition signed by James Rivera,
manager, the Debtor disclosed up to $10 million in both assets and
liabilities.
Morris E. "Trey" White III, Esq., at Villa & White LLP, represents
the Debtor as legal counsel.
PROFESSIONAL DIVERSITY: Avoids Delisting by Nasdaq
--------------------------------------------------
Professional Diversity Network, Inc. disclosed in a Form 8-K filed
with the Securities and Exchange Commission that the Company
received an end of monitor letter from Nasdaq Hearings Panel
stating that the Company is currently in compliance with the Bid
Price Rule and accordingly, the Panel has determined to continue
the listing of the Company's securities on The Nasdaq Stock Market
and is closing the matter.
On Jan. 20, 2023 the Company received a decision from the Panel
imposing a panel monitor on the Company until Oct. 20, 2023,
pursuant to which, if at any time before the end of the monitor
period, Nasdaq staff or the Panel determined that the Company
failed to meet the minimum bid price requirement in Listing Rule
5550(a)(2) (that is, the Company has had a closing bid price under
$1.00 for a period of 30 consecutive trading days), or any other
requirement for continued listing on Nasdaq, Nasdaq staff would
issue a delist determination and a new hearing would be
scheduled.
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse professionals. The Company operates subsidiaries in the
United States including National Association of professional Women
(NAPW) and its brand, International Association of Women (IAW),
which is one of the largest, most recognized networking
organizations of professional women in the country, spanning more
than 200 industries and professions. Through an online platform
and its relationship recruitment affinity groups, the Company
provides its employer clients a means to identify and acquire
diverse talent and assist them with their efforts to comply with
the Equal Employment Opportunity Office of Federal Contract
Compliance Program.
Professional Diversity reported a net loss attributable to the
company of $2.60 million for the year ended Dec. 31, 2022,
compared to a net loss attributable to the company of $2.75 million
for the year ended Dec. 31, 2021. As of March 31, 2023, the
Company had $6.83 million in total assets, $4.70 million in total
liabilities, and $2.12 million in total stockholders' equity.
Oak Brook, Illinois-based Sasetti LLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has incurred recurring
operating losses, has a significant accumulated deficit, and will
need to raise additional funds to meet its obligations and the
costs of its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
PUERTO RICO: CVI Holders Receive $388 Million Payment
-----------------------------------------------------
Michelle Kaske of Bloomberg News reports that Puerto Rico directed
$388.8 million to holders of its so-called contingent value
instruments, a type of debt which only repay if sales-tax revenue
collections surpass budgeted estimates.
Holders of the general obligation CVIs received the payment on
November 1, 2023 because the commonwealth's sales and use tax
receipts in the fiscal year that ended June 30, 2023 1012 exceeded
a baseline of $1.28 billion, according to a filing on the Municipal
Securities Rulemaking Board’s website.
The CVIs are taxable and do not carry interest. Last 2022,
investors received a similar payment of $361.8 million.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States. The chief of state is the President of the
United States of America. The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats. The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son
of former governor Pedro Rossello.
In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.
The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii)
David A. Skeel Jr.
On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's
PROMESA petition is available at
http://bankrupt.com/misc/17-01578-00001.pdf
On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599). Joint administration has been sought for the Title
III cases.
On May 21, 2017, two more agencies -- Employees Retirement System
of the Government of the Commonwealth of Puerto Rico and Puerto
Rico Highways and Transportation Authority (Case Nos. 17-01685 and
17-01686) -- commenced Title III cases.
U.S. Chief Justice John Roberts named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains the case web site
https://cases.primeclerk.com/puertorico
Jones Day is serving as counsel to certain ERS bondholders.
Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.
QST INGREDIENTS: Unsecureds to Get 0.722 Cents on Dollar in Plan
----------------------------------------------------------------
QST Ingredients and Packaging, Inc., filed with the U.S. Bankruptcy
Court for the District of Nevada a Plan of Reorganization for Small
Business dated October 24, 2023.
The Debtor is a Nevada corporation established on December 29,
2000. QST's business consists of custom spice blending and
specialty ingredient manufacturing operations.
Through this Plan of Reorganization, the Debtor will restructure
and address certainly legacy and litigation debt that arose due to
the Debtor's previous cash flow issues. Confirmation of the Plan
will allow the Debtor to preserve jobs and going concern value,
while making significant repayment to its creditors. Without relief
in bankruptcy, it is likely the Debtor will not be able to continue
as a going concern.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $2,997,960, over the next
five years.
The Debtor anticipates making its first quarterly plan payment on
or about February 15, 2024, assuming the Plan is confirmed and goes
effective by January 10, 2024. Thereafter, the Debtor will make
payments quarterly, with such regular payments being made on
January 15, April 15, June 15, and September 15 of each respective
year.
The final Plan payment is expected to be paid in September of 2028,
assuming the Plan is confirmed and goes effective in January of
2024. The Debtor's projections are pro forma projections and are
premised on what it submits are reasonable assumptions arrived at
by reference to historic data concerning the Debtor's operations.
This Plan proposes to pay creditors of QST from cash flow from
operations and future income of the Debtor.
Non-priority general unsecured creditors in Class 4 holding allowed
claims will receive distributions, which the proponent of this Plan
has valued at approximately 0.722 cents on the dollar, with
interest to the Effective Date. This Plan also provides for the
payment of administrative and priority claims.
Class 2 consists of Topps Unsecured Claim. The holder of the Class
2 Allowed unsecured claim shall receive an allowed unsecured claim
in the amount of $1,400,000.00 (the "Topps Unsecured Claim"), as
more fully set forth in the Topps Settlement. The Topps Unsecured
Claim will be paid in full through the Plan. The Plan shall not
serve to discharge the Topps Unsecured Claim, and it shall remain a
claim against the Debtor until paid in full. Class 2 is impaired
and is entitled to vote to accept or reject the Plan.
Class 3 consists of Hickman Unsecured Claim. The holder of the
Class 3 Allowed unsecured claim shall receive an allowed unsecured
claim in the amount of $475,000.00, as more fully set forth in the
Hickman Settlement, and will receive payments equaling 85% of such
Allowed unsecured claim. Class 3 is impaired and is entitled to
vote to accept or reject the Plan.
Class 4 consists of General Unsecured Claims. After payment of all
unclassified claims and after the quarterly payments required to
Class 1, Class 2, and Class 3 claims, each holder of an Allowed
Class 4 unsecured claim shall participate pro rata with each other
holder of an Allowed unsecured claim and shall receive, its pro
rata share of projected quarterly disposable income of the Debtor.
Class 4 is impaired and is entitled to vote to accept or reject the
Plan.
Class 6 consists of Equity security holders of the Debtor. Pursuant
to the Convertible Promissory Note which sets forth the
post-petition financing approved by the Court via an order entered
at ECF No. 140, Mr. Rinehart has elected in writing to convert such
loan to equity in the Debtor. As a result, all holders of Class 6
equity security interests in the in the Debtor, consisting of all
outstanding shares in the Debtor as of the Petition Date, will be
cancelled. Class 6 is impaired and is entitled to vote to accept or
reject the Plan.
The Plan will be funded through cash flow generated by the future
operations of the Debtor, and, with respect to the Class 5 Claim
only, and only to the extent necessary, through future financing or
a sale of assets and operations.
Upon confirmation, all outstanding shares of the Debtor will be
cancelled, and the Debtor shall cause to be issued 100 shares of
newly created and issued preferred class stock in the Debtor to Mr.
Rinehart at the price of $1,000 per share, such class of stock to
be the only remaining class of stock following confirmation of the
Plan.
A full-text copy of the Plan of Reorganization dated October 24,
2023 is available at https://urlcurt.com/u?l=7khiSu from
PacerMonitor.com at no charge.
Debtor's Counsel:
Ryan A. Andersen, Esq.
Valerie Y. Zaidenberg, Esq.
Andersen Law Firm, Ltd.
3199 E Warm Springs Road, Suite 400
Las Vegas, NV 89120
Tel: (702) 522-1992
Fax: (702) 825-2824
Email: ryan@vegaslawfirm.legal
valerie@vegaslawfirm.legal
About QST Ingredients and Packaging
QST Ingredients and Packaging, Inc. owns and operates a smoke
flavoring manufacturing business in Cookeville, Tenn.
QST Ingredients and Packaging sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13383) on
Sept. 21, 2022. In the petition signed by its chief executive
officer, Marc Rinehart, Sr., the Debtor disclosed as much as $10
million in both assets and liabilities.
Judge Mike K. Nakagawa oversees the case.
Ryan Andersen, Esq., at Andersen Law Firm, Ltd. and Butler Snow,
LLP serve as the Debtor's bankruptcy counsel and special counsel,
respectively.
RENNOVA HEALTH: Announces Significant Debt Restructuring
--------------------------------------------------------
Rennova Health, Inc. disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that on October 25, 2023, the
Company entered into an Amendment and Waiver Agreement with the
holders of its Senior Secured Original Issue Discount Convertible
Debentures due March 21, and September 19, 2019, and announced a
significant debt restructuring with its primary institutional
investors.
As of June 30, 2023, there were outstanding $8,222,240 principal
amount of Debentures (including mandatory default amounts, if any)
and $6,192,700 in accrued interest. Under the Agreement, all
defaults under the Debentures were waived and the maturity date of
the Debentures was extended to December 31, 2025. Certain other
amendments were also made in the terms of the Debentures. As a
result of the Agreement, the Company does not expect to recognize
default interest in future periods, subject to remaining in
compliance with covenants and other obligations.
"We are pleased in the confidence our primary institutional
investors have in our Company and its recent achievements,"
commented Seamus Lagan, Chief Executive Officer of Rennova. "The
debt restructuring improves our balance sheet and will save
approximately $1.5 million in interest expense annually. In
addition, we are in discussions about other potential modifications
to debt and other securities in the hope we can secure additional
amendments that further improve our overall financial position."
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com-- is a
provider of health care services. The Company owns one operating
hospital in Oneida, Tennessee, a hospital located in Jamestown,
Tennessee that it plans to reopen and operate and a rural health
clinic in Kentucky.
Rennova Health reported a net loss available to common stockholders
of $334.17 million for the year ended Dec. 31, 2022, compared to a
net loss available to common stockholders of $500.87 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$20.57 million in total assets, $49.67 million in total
liabilities, and a total stockholders' deficit of $29.09 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 17, 2023, citing that the Company has recognized
recurring losses and negative cash flows from operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
RICE ENTERPRISES: Seeks to Extend Plan Deadline to December 10
--------------------------------------------------------------
Rice Enterprises, LLC asked the U.S. Bankruptcy Court for the
Western District of Pennsylvania to extend the deadline by which
it may file its subchapter V plan of reorganization to December
10, 2023.
This is the Debtor's second request for extension. The Court
previously extended the Debtor's initial deadline to file a plan
of reorganization to September 11, 2023.
The Debtor stated that on July 13, 2023, McDonald's USA, LLC
filed a proof of claim in the amount of $2,085,711.26 for amounts
allegedly due to McDonald's pursuant to certain contractual
indemnification obligations of the Debtor to McDonald's. The
Debtor explained that the final amount and timeline to pay any
allowed indemnification claim likely will impact the amount
available from the Debtor's go-forward disposable income and
therefore will impact the amount available to pay holders of
allowed general unsecured claims. The Debtor argued that
presenting a plan before that determination is made, and before
it is able to project accurately how much its general unsecured
creditors can expect to be paid (net of any "cure" amount payable
to McDonald's), would be premature.
The Debtor also claimed that it has made considerable strides in
drafting its plan, but it has been attempting to resolve various
unliquidated claims which, when liquidated, will also
substantially impact the terms of the plan. The Debtor further
added that its other proactive steps also will affect
distributions to unsecured creditors.
Rice Enterprises, LLC is represented by:
Kirk B. Burkley, Esq.
David W. Ross, Esq.
BERNSTEIN-BURKLEY, P.C.
601 Grant Street, 9th Floor
Pittsburgh, PA 15219-1900
Tel: (412) 456-8100
Email: kburkley@bernsteinlaw.com
dross@bernsteinlaw.com
About Rice Enterprises
Rice Enterprises, LLC operates in the restaurants industry.
Rice Enterprises, LLC, filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Pa. Case No. 2:23-bk-20556) on March 15, 2023. In the petition
signed by Michele Rice, sole member, the Debtor disclosed up to
$50 million in assets and up to $10 million in liabilities.
Kirk B. Burkley, Esq., at Bernstein-Burkley, PC, represents the
Debtor as legal counsel.
RITE AID: Inks Interim Supply Agreement With McKesson
-----------------------------------------------------
On Oct. 23, 2023, Rite Aid Corporation and McKesson Corporation
entered into the interim supply agreement, which supplements that
certain Supply Agreement, effective as of December 22, 2003 and
restated in its entirety by the Seventh Amendment entered into and
dated as of April 1, 2014, between the Company and McKesson for the
supply by McKesson to the Company of prescription drugs and other
health and beauty care products and the provision of related
services.
The Interim Supply Agreement sets forth certain trade terms
governing payment for goods and services for the period after the
Company filed for Chapter 11 bankruptcy in the U.S. Bankruptcy
Court of the District of New Jersey.
On Oct. 26, 2023, the terms set forth in the Interim Supply
Agreement were approved by the Court on an interim basis. The
terms of the Interim Supply Agreement are intended to help ensure
that there is no disruption to the Company's business and
operations during the course of the Chapter 11 Cases in relation to
the goods and services provided by McKesson to the Company. There
is a hearing scheduled for November 9, 2023, whereby the Court will
consider approval of the terms set forth in the Interim Supply
Agreement on a final basis.
A copy of the Interim Supply Agreement is available at
https://www.sec.gov/Archives/edgar/data/84129/000110465923113408/tm2329521d1_ex10-1.htm
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October
15, 2023. In the petition signed by Jeffrey S. Stein, chief
executive officer and chief restructuring officer, Rite Aid
disclosed $7,650,418,000 in total assets and $8,597,866,000 in
total liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
ROLLER BEARING: Moody's Ups CFR to Ba2 & Sr. Unsecured Notes to B1
------------------------------------------------------------------
Moody's Investors Service upgraded Roller Bearing Company of
America Inc.'s ("RBC Bearings") corporate family rating to Ba2 from
Ba3 and the probability of default rating to Ba2-PD from Ba3-PD.
Moody's also upgraded the company's senior unsecured notes rating
to B1 from B2. The speculative grade liquidity rating was changed
to SGL-1 from SGL-2. The outlook is stable.
The ratings upgrade reflects Moody's expectations that the ongoing
recovery in commercial aerospace and steady demand from defense and
industrial markets will continue to strengthen RBC Bearings' credit
metrics. The company has achieved meaningful deleveraging since the
DODGE acquisition in 2021 through earnings growth and debt
reduction which Moody's expect will continue over the next 12-18
months. Moody's expects adjusted debt/EBITDA to decline comfortably
below 3.0x and the company to generate at least $150 million in
annual free cash flow by the 2024 year-end.
RATINGS RATIONALE
RBC Bearings' Ba2 CFR reflects its leading position in the highly
engineered precision bearings and components market, serving both
the aerospace & defense and industrial end markets. RBC Bearings'
solid EBITDA margin and strong cash generation reflect the
company's brand strength and the highly engineered nature of its
products.
Nevertheless, the company is exposed to cyclical end markets that
could cause volatility in operating results. Moody's believes the
company will augment growth through acquisitions which if
debt-financed could result in periodic increases in leverage.
The company's SGL-1 speculative grade liquidity rating reflects
Moody's expectation that the company will maintain very good
liquidity over the next 12-18 months. The company's liquidity is
supported by Moody's expectation that the company will generate
healthy free cash flow over the next 12-18 months. The company has
near full availability under its $500 million revolving credit
facility with good covenant headroom.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider a rating upgrade if the company is able to
demonstrate resilient operating performance through different
economic cycles while continuing to grow and diversify its business
in relatively stable end markets. A more conservative financial
policy that supports adjusted debt/EBITDA below 3.0x and good
liquidity with strong free cash generation will also be a
consideration for an upgrade.
Conversely, ratings could be downgraded if operating performance
weakens such that adjusted debt/EBITDA is sustained above 4.0x.
Weaker liquidity, including meaningfully lower free cash
generation, and a more aggressive financial policy could also
result in a downgrade.
Headquartered in Oxford, Connecticut, RBC Bearings Incorporated,
the parent company of Roller Bearing Company of America, Inc., is a
publicly traded (NYSE: RBC; NYSE: RBCP) global manufacturer of
highly engineered precision bearings and component products serving
the industrial, defense and aerospace industries. Revenue for the
twelve months ended June 2023 was $1.5 billion.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
SAS AB: US Judge Keeps Restructuring On Track With Payment Hearing
------------------------------------------------------------------
Christopher Jungstedt and Stephen Treloar of Bloomberg News
reported that a US bankruptcy court judge granted SAS AB's request
to speed the process of paying $3 million to advisers of the
Scandinavian airline's investor group, keeping its restructuring on
track over opposition from creditor Apollo Global Management Inc.
Judge Michael E. Wiles set an Oct. 12 hearing on a motion to
expedite reimbursement to advisers to the group led by Air
France-KLM and Castlelake LP, who are set to take control of the
SAS as it exits from Chapter 11 protection.
SAS's request appeared to be "in the best interests of the debtors,
their estates, their creditors, and all parties in interest," the
judge said in a court filing.
Apollo had objected to the expedited hearing, arguing that the move
would make it harder to prevail on its plan to object to the
payment. It added that it won't have enough time to review and
respond to the reimbursement motion.
Apollo provided a $700 million debtor-in-possession term loan to
SAS as it went through Chapter 11 reorganization. While the US
equity firm reportedly sought to buy a majority stake, SAS in early
October chose the rival Air France-KLM group, which also includes
the Danish state and Lind Invest ApS.
About Scandinavian Airlines
SAS SAB -- https://www.sasgroup.net -- Scandinavia's leading
airline, with main hubs in Copenhagen, Oslo and Stockholm, is
flying to destinations in Europe, USA and Asia. In addition to
flight operations, SAS offers ground handling services, technical
maintenance, and air cargo services. SAS is a founder member of the
Star Alliance, and together with its partner airlines offers a wide
network worldwide.
SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5,
2022. In the petition filed by Erno Hilden, authorized
representative, SAS AB estimated assets between $10 billion and $50
billion and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc. as financial advisor; Ernst & Young AB as tax
advisor; and Seabury Securities, LLC and Skandinaviska Enskilda
Banken AB as investment bankers. Seabury is also serving as
restructuring advisor. Kroll Restructuring Administration, LLC is
the claims agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Willkie Farr & Gallagher, LLP.
SHIELDS NURSING: U.S. Trustee Appoints Blanca Castro as PCO
-----------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 17, appointed Blanca
E. Castro as patient care ombudsman for Shields Nursing Centers,
Inc.
Section 333 of the Bankruptcy Code provides that Ms. Castro, as the
patient care ombudsman, shall:
* Monitor the quality of care provided to patients at Shields
Nursing Centers, to the extent necessary under the circumstances,
including interviewing patients, physicians, and other appropriate
interested parties.
* In the event that the patient care ombudsman determines that
the quality of care provided to patients are declining
significantly or are otherwise being materially compromised, file
with the court a motion or a written report with notice to the
parties involved in Shields Nursing Centers' Chapter 11 case
immediately upon making such determination;
* As required by Section 333(b)(2), not later than 60 days
after the date of appointment, and not less frequently than at
60-day intervals thereafter, report to the court after notice to
the concerned parties, at a hearing or in writing, regarding the
quality of patient care.
The ombudsman may be reached at:
Blanca E. Castro
2880 Gateway Oaks Drive, Suite 200, Sacramento, CA 95833
Phone: (916) 928-2500
Email: Blanca.Castro@aging.ca.gov
About Shields Nursing Centers
Shields Nursing Centers, Inc. owns and operates a skilled nursing
facility in Hercules, Calif., which offers rehabilitation programs
including physical, occupational and speech therapy.
Shields Nursing Centers filed its voluntary Chapter 11 petition
(Bankr. N.D. Calif. Case No. 23-41201) on Sept. 20, 2023, with
$1,726,970 in assets and $13,504,710 in liabilities. William M.
Shields Jr., chief executive officer, signed the petition.
Judge Charles Novack oversees the case.
The Law Offices of Michael Jay Berger serves as the Debtor's
bankruptcy counsel.
SINTX TECHNOLOGIES: Files S-1 Prospectus for 8.9M Units Offering
----------------------------------------------------------------
SINTX Technologies, Inc. filed with the Securities and Exchange
Commission a preliminary registration statement on Form S-1 in
connection with an offering on a best-efforts basis up to 8,904,719
units, each consisting of one share of common stock and one Class E
Warrant to purchase one share of common stock, at an assumed public
offering price of $0.5615 per Unit, equal to the closing price of
its common stock on the Nasdaq Capital Market, or Nasdaq, on Oct.
19, 2023.
Each Class E Warrant will be immediately exercisable for one share
of common stock at an exercise price of $__ per share (not less
than 100% and not more than 120% of the public offering price of
each Unit sold in this offering) and expire __ years after the
issuance date.
The Company is also offering to each purchaser of Units that would
otherwise result in the purchaser's beneficial ownership exceeding
4.99% of the Company's outstanding shares of common stock
immediately following the consummation of this offering the
opportunity to purchase Units consisting of one pre-funded warrant
(in lieu of one share of common stock) and one Class E Warrant. A
holder of pre-funded warrants will not have the right to exercise
any portion of its pre-funded warrants if the holder, together with
its affiliates, would beneficially own in excess of 4.99% (or, at
the election of the holder, such limit may be increased to up to
9.99%) of the number of shares of common stock outstanding
immediately after giving effect to such exercise. Each pre-funded
warrant will be exercisable for one share of common stock. The
purchase price of each Unit including a pre-funded warrant will be
equal to the price per Unit including one share of common stock,
minus $0.0001, and the remaining exercise price of each pre-funded
warrant will equal $0.0001 per share. The pre-funded warrants will
be immediately exercisable (subject to the beneficial ownership
cap) and may be exercised at any time until all of the pre-funded
warrants are exercised in full. For each Unit including a
pre-funded warrant the Company sells (without regard to any
limitation on exercise set forth therein), the number of Units
including a share of common stock the Company is offering will be
decreased on a one-for-one basis. The shares of common stock and
pre-funded warrants, if any, can each be purchased in this offering
only with the accompanying Class E Warrants as part of a Unit, but
the components of the Units will immediately separate upon
issuance.
The Company is also registering the shares of common stock issuable
from time to time upon the exercise of the Class E Warrants and
pre-funded warrants included in the Units offered. The Company is
also registering the shares of common stock issuable from time to
time upon the exercise of the placement agent's warrants.
The Company's common stock is listed on the Nasdaq Capital Market,
or Nasdaq, under the symbol "SINT." On Oct. 19, 2023, the last
reported sale price of the Company's common stock was $0.5615 per
share. There is no established public trading market for the Class
E Warrants or the pre-funded warrants. The Company does not intend
to apply for listing of the Class E Warrants or pre-funded warrants
on any securities exchange or recognized trading system. Without
an active trading market, the liquidity of the Class E Warrants and
pre-funded warrants will be limited.
The public offering price for the Units in this offering will be
determined at the time of pricing, and may be at a discount to the
then current market price. Therefore, the assumed combined public
offering price used throughout this prospectus may not be
indicative of the final offering price. The final public offering
price will be determined through negotiation between the Company
and the investors based upon a number of factors, including the
Company's history and its prospects, the industry in which the
Company operates, the Company's past and present operating results,
the previous experience of the Company's executive officers and the
general condition of the securities markets at the time of this
offering.
The Units will be offered at a fixed price and are expected to be
issued in a single closing. The Company expects this offering to
be completed not later than two business days following the
commencement of this offering and the Company will deliver all
securities to be issued in connection with this offering delivery
versus payment/receipt versus payment upon receipt of investor
funds received by the Company. Accordingly, neither the Company
nor the placement agent have made any arrangements to place
investor funds in an escrow account or trust account since the
placement agent will not receive investor funds in connection with
the sale of the securities offered hereunder.
The Company has engaged Maxim Group LLC as its exclusive placement
agent to use its reasonable best efforts to solicit offers to
purchase the Company's securities in this offering. The placement
agent is not purchasing or selling any of the securities the
Company is offering and is not required to arrange for the purchase
or sale of any specific number or dollar amount of the securities.
Because there is no minimum offering amount required as a condition
to closing in this offering the actual public offering amount,
placement agent's fee, and proceeds to the Company, if any, are not
presently determinable and may be substantially less than the total
maximum offering amounts set forth above and throughout this
prospectus.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1269026/000149315223037938/forms-1.htm
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. --
https://ir.sintx.com -- is an advanced ceramics company that
develops and commercializes materials, components, and technologies
for biomedical, technical, and antipathogenic applications. The
core strength of SINTX Technologies is the manufacturing, research,
and development of advanced ceramics for external partners.
SINTX reported net loss of $12.04 million in 2022, a net loss of
$9.31 million in 2021, a net loss of $7.03 million in 2020, and a
net loss of $4.79 million in 2019. For the six months ended June
30, 2023, the Company reported a net loss of $2.75 million.
As of Dec. 31, 2022, the Company had $15.77 million in total
assets, $10.07 million in total liabilities, and $5.70 million in
total stockholders' equity.
SINTX disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Oct. 20, 2023, the Company received a
notice from Nasdaq Listing Qualifications department of the Nasdaq
Stock Market LLC stating that the bid price of the Company's common
stock for the 30 consecutive trading days prior to Oct. 20, 2023
had closed below the minimum $1.00 per share required for continued
listing under Listing Rule 5550(a)(2).
ST. SEBASTIAN'S: Amends Several Secured Claims Pay Details
----------------------------------------------------------
St. Sebastian's Hotels, LLC, submitted a First Amended Plan of
Reorganization for Small Business dated October 24, 2023.
This Plan of Reorganization proposes to pay Debtor's creditors from
the cash flow generated in the ordinary course of the Debtor's
business after confirmation.
Class 1 consists of Jim Wells County Claim. The Debtor will pay the
amount of the claim of Jim Wells County ad valorem taxes to Class 1
by no later than June 1, 2028 except to the extent that the Debtor
successfully disputes any such amount under non-bankruptcy law. The
Secured Tax Claim of Jim Wells CAD (referred to herein as the
"CAD") shall be paid by the Debtor, pursuant to the provisions of
Section 1129 (a) (9) (C) of the Bankruptcy Code, in equal monthly
installments, commencing on the Plan's Effective Date and ending
sixty months from the petition date. The Claims shall bear interest
at the statutory rate of 12% per annum from the date of filing of
this case until said taxes are paid in full. The CAD shall retain
all liens until such taxes are paid in full.
Class 2 consists of the City of Alice. The Debtor will pay the
amount of the 3claim of the City of Alice ad valorem taxes to Class
2 by no later than June 1, 2028 except to the extent that the
Debtor successfully disputes any such amount under non-bankruptcy
law. The Secured Tax Claim of City of Alice shall be paid by the
Debtor, pursuant to the provisions of Section 1129 (a) of the
Bankruptcy Code (9) (C), in equal monthly installments, commencing
on the Plan's Effective Date and ending sixty months from the
petition date. The Claims shall bear interest at the statutory rate
of 12% per annum from the date of filing of this case until said
taxes are paid in full. The City of Alice shall retain all liens
until such taxes are paid in full.
Class 4 consists of the United Business Bank ("UBB"). The Debtor
will pay the proof of claim amount of $900,172.85 plus
post-petition amounts plus reasonable attorneys' fees as approved
by this court in monthly payments amortized over 18 years.
Notwithstanding section 3 of the Note, the interest rate is changed
from a variable rate to a fixed rate of 8.5% per annum for the
entire remaining term of the Loan. Further, the time period for any
charges for prepayment of the Loan in Section 3 has past and the
Debtor may prepay the Note and the Loan with no prepayment or other
fees. The Debtor will pay the amortized unpaid principal balance of
$640,588.90 at the fixed rate of 8.5% per annum. The remaining
amounts of $259,583.95 will be paid monthly at $1,340.66. The first
twelve months the Debtor will pay $2,500 per month for 5 months and
then $3,000 per months for 5 months and $3,500 for 2 months.
Thereafter, the Debtor will pay an amount such that the Note is
amortized and paid in full over 18 years from the Payment Start
Date. Based upon a total claim amount of $950,170.23 (principal,
interest, and charges November 1, 2023, plus attorneys' fees
through September 30, 2023) the Plan interest rate of 8.5%, the
monthly interest accrual is approximately $6,730.37. The payment
may be adjusted for any further allowed attorneys' fees or other
adjustments. Further, the Note will mature in 10 years from the
Payment Start Date and all amounts will be due and payable at such
time with no prepayment fees. The Debtor previously agreed for
purposes only applicable to UBB that the value of the Motel is
$1,000,000. Such agreement on value does not apply to any other
party in the case.
Class 5 consists of Celtic Bank Corporation Claim. The Debtor will
pay the claim amount of $46,704.95 in monthly payments amortized
over 10 years. The monthly payments for principal will be $ 850.
Notwithstanding section 3 of the Note, the interest rate is changed
from a variable rate to a fixed rate of 3.5% per annum for the
entire remaining term of the Loan. The Debtor may prepay the Note
and the Loan with no prepayment or other fees. Payments will start
on the Payment Start Date. Until the Payment Start Date, the Debtor
will continue the same payments as set forth under the cash
collateral order in place on confirmation date.
Upon payment of the $850 per month for 60 months, the claim of
Celtic in Class 5 shall be deemed paid in full. Celtic must release
its deed of trust and lien at such time. The proof of claim has
costs of $50,389.89. The Debtor cannot determine what such costs
are for and objects to such unknown amounts. For purposes of Celtic
Bank, the Debtor has valued the Motel at approximately $250,000.
The appraisal district value is less than $250,000. Any amounts
owed above the $250,000 amount are unsecured as to Celtic Bank.
Like in the prior iteration of the Plan, Debtor will pay the
projected disposable income for 60 months following the Effective
Date to creditors in Class 6 Unsecured Creditors with allowed
claims in the amount set forth on the projections with this plan.
The Internal Revenue Service has not filed a claim. If a claim is
filed which includes a priority amount, then the priority tax claim
shall be paid in no more than 5 years from the filing of the case,
or paid no later than June 30, 2028. The claim will be paid at 7%
interest compounded daily. Interest will be calculated and paid in
accordance with the Bankruptcy Code's requirements.
A full-text copy of the First Amended Plan dated October 24, 2023
is available at https://urlcurt.com/u?l=DHTEaB from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, TX 770024
Telephone: (713) 869-9200
Facsimile: (713) 869-9100
Email: courtdocs@bakerassociates.net
About St. Sebastian's Hotels
St. Sebastian's Hotels, LLC owns and operates a 98 room Oyo Motel
in Alice, Texas, located at 815 S. U.S. Highway 281, Alice, Texas
78332 (the "Motel").
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32399) on June 30,
2023, with $500,001 to $1 million in both assets and liabilities.
Sylvia Mayer, Esq., at S. Mayer Law, PLLC has been appointed as
Subchapter V trustee.
Judge Jeffrey P. Norman oversees the case.
Reese W. Baker, Esq., at Baker & Associates, is the Debtor's legal
counsel.
SUNLIGHT FINANCIAL: Court Approves DIP Financing
------------------------------------------------
Alex Wittenberg of Law360 reports that Sunlight Financial Holdings
Inc., which pairs lenders with homeowners wishing to install solar
panels, received interim approval of what a Delaware bankruptcy
judge called an "unusual" debtor-in-possession financing order that
allows the company to tap backup funding if deals negotiated as
part of its prepackaged Chapter 11 plan fall through.
About Sunlight Financial Holdings
Sunlight Financial Holdings Inc. operates a
business-to-business-to-consumer, technology-enabled point-of-sale
financing platform. The Company provides solar and home
improvement contractors across the United States with the ability
to offer homeowners loans funded by the Company's capital
providers. The Company uses proprietary technology and deep credit
expertise to simplify the financing process for contractors and
installers, capital providers, and homeowners, successfully helping
over 125,000 homeowners install residential solar systems, reduce
their carbon footprint, and save
money.
Sunlight Financial Holdings Inc. and its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-11794) on Oct. 30, 2023. In the petition filed by
Matthew R. Potere, as chief executive officer, the Debtor reported
total assets as of Aug. 31, 2023 amounting to $403,848,901 and
total debt of $173,943,096.
The Debtors tapped WEIL, GOTSHAL & MANGES LLP as bankruptcy
counsel; RICHARDS, LAYTON & FINGER, P.A., as local counsel; ALVAREZ
& MARSAL NORTH AMERICA, LLC, as financial advisor; and GUGGENHEIM
PARTNERS, LLC, as investment banker. OMNI AGENT SOLUTIONS, INC.,
is the claims agent.
TANNER CONSTRUCTION: Unsecureds to Split $54K over 3 Years
----------------------------------------------------------
Tanner Construction Group, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Florida an Amended Subchapter V
Plan of Reorganization dated October 24, 2023.
The Debtor performs construction work on residential and commercial
jobs, including new residential construction, renovations,
structural repairs, additions and electrical contracting.
The Debtor's managing member, Christopher Thomas, started the
company in 2017. The pandemic created numerous problems for the
business, including major supply chain delays. To meet operating
expenses, the Debtor obtained a $500,000.00 Economic Disaster Loan
from the U.S Small Business Administration (the "SBA").
The Debtor also obtained extremely high interest rate loans, some
of which required large ACH deductions from the Debtor's bank
account on a weekly basis. When these payments could no longer be
sustained, Mr. Tanner concluded that the only way to save the
business was to reorganize in Chapter 11.
The Debtor's Plan proposes to pay $54,000.00 to unsecured creditors
with pro rata quarterly payments of $4,500.00 starting ninety days
after the Effective Date of the Plan.
The $54,000.00 which the Plan provides to pay to unsecured claims
represents all of the Debtor's projected disposable income for the
three-year period following the Effective Date of the Plan. This is
supported by the Debtor's projections. Mr. Tanner believes that
income and operating expenses will remain relatively the same for
all three years of the Plan.
This Plan proposes to pay creditors of the Debtor from future
income. The term of the Plan is 36 months. Certain payments will
extend beyond the three-year term.
Non-priority unsecured creditors holding allowed claims will
receive distributions which the proponent of the Plan has valued at
approximately $4.31 on the dollar. The Plan also provides for the
payment of administrative claims.
Class 6 consists of Unsecured Creditors. The Debtor's total
unsecured debt is approximately $1,179,921. This amount includes
estimated deficiencies for partially secured creditors. The Debtor
will pay a total of $54,000.00, with no interest, to all timely
filed, allowed unsecured claims on a pro rata basis over 36 months.
For administrative convenience, this amount will be paid quarterly,
with payments of $4,500.00 each, starting on the first day of the
month which is three months following the Effective Date of the
Plan.
Class 7 consists of unsecured claim for Donald Anthony Schnapp and
Lisa Ann Moore-Schnapp. Claimants filed unsecured claim no. 24 in
the amount of $165,249.00. The Debtor filed a Motion for Entry of
Order Approving Compromise of Claim by and between Debtor and
Donald Anthony Schnapp and Lisa Ann Moore-Schnapp (the "Motion to
Compromise"). The Motion to Compromise provides to include
$139,642.00 of this claim in Class 6. In the instant Class 7, the
Debtor will pay $25,607.00 to the Schnapps over a period of sixty
months with no interest, in sixty equal monthly installments of
$427.00.
A full-text copy of the Amended Plan dated October 24, 2023 is
available at https://urlcurt.com/u?l=ZA5Gvj from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Lisa C. Cohen, Esq.
Ruff & Cohen, P.A.
4010 W Newberry Rd Ste G
Gainesville, FL 32607-2368
Tel: (904) 720-0070
Email: lisacohen@bellsouth.net
About Tanner Construction Group
Tanner Construction Group, LLC performs construction work on
residential and commercial jobs, including new residential
construction, renovations, structural repairs, additions and
electrical contracting.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-10112) on June 16,
2023. In the petition signed by Christopher M. Tanner, managing
member, the Debtor disclosed $510,198 in assets and $1,859,277 in
liabilities.
Judge Karen K. Specie oversees the case.
Lisa C. Cohen, Esq., at Ruff & Cohen, P.A., is the Debtor's legal
counsel.
TGC SYSTEMS: Seeks to Tap Darby Law Practice as Bankruptcy Counsel
------------------------------------------------------------------
TGC Systems, LLC d/b/a Total Grow Control seeks approval from the
U.S. Bankruptcy Court for the District of Nevada to hire Darby Law
Practice, Ltd. as its bankruptcy counsel.
The firm will render these legal services:
(a) advise the Debtor of its rights, powers and duties in the
continued operation of business and management of its properties;
(b) take all necessary action to protect and preserve the
Debtor's estate;
(c) prepare legal papers;
(d) attend meetings and negotiations with the Subchapter 5
trustee, representatives of creditors, equity holders or
prospective investors or acquirers and other parties in interest;
(e) appear before the court, any appellate courts and the
Office of the United States Trustee to protect the interests of the
Debtor;
(f) pursue approval of confirmation of a plan of
reorganization and approval of the corresponding solicitation
procedures and disclosure statement; and
(g) perform all other necessary legal services.
The Debtor paid Darby Law Practice a retainer fee in the amount of
$20,000.
The hourly rate for the firm's professionals is $500.
Kevin Darby, Esq., an attorney at Darby Law Practice, 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:
Kevin A. Darby, Esq.
Darby Law Practice, Ltd.
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Telephone: (775) 322-1237
Email: kevin@darbylawpractice.com
About TGC Systems, LLC
TGC Systems, LLC d/b/a Total Grow Control filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Nev. Case No. 23-50783) on Oct. 23, 2023. The petition was
signed by Derek Oxford, manager of TCG Investments, LLC. At the
time of filing, the Debtor estimated $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities.
Kevin A. Darby, Esq. at DARBY LAW PRACTICE represents the Debtor as
counsel.
THOR INDUSTRIES: Moody's Rates New Senior Secured Term Loans 'Ba2'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to THOR Industries,
Inc.'s new senior secured term loans. All other ratings, including
the Ba2 corporate family rating, the Ba2-PD Probability of Default
Rating, and the B1 senior unsecured rating, are unchanged. Proceeds
from the new term loans will be used to refinance existing term
loan indebtedness. This is effectively a leverage neutral
transaction, although a modest amount of cash will be added to the
balance sheet. Ratings on the existing senior secured term loans
will be withdrawn upon close. The outlook is stable.
RATINGS RATIONALE
THOR benefits from its significant size and scale with fiscal 2023
(ended July) revenue of $11.1 billion. THOR maintains a strong
competitive standing with leading market shares in both towable and
motorized recreational vehicles (RVs). The company's strong balance
sheet with July 2023 debt-to-EBITDA of 1.5x and robust credit
metrics provide good financial flexibility.
However, THOR faces several economic pressures, including high
interest rates, inflationary pressures and broad-based economic
uncertainty. During 2023, these pressures materially weakened
THOR's financial results, with sales and EBITDA declining 32% and
50%, respectively from record 2022 results. Moody's expects retail
demand and wholesale deliveries of RV's to become more stable
during 2024, albeit at a much lower level than the peak period of
2020-2021. That said, there continues to be considerable downside
risks. A weakening economy has the potential to weigh heavily on
THOR's financials given the discretionary nature and high price
points of the company's products.
The stable outlook reflects THOR's healthy backlog ($5.5 billion as
of July 2023) and very good liquidity. The stable outlook also
reflects THOR's strong credit metrics which will help the company
absorb earnings pressures during an economic slowdown.
The SGL-1 speculative grade liquidity rating denotes Moody's
expectations of very good liquidity over the next 12 months. Cash
on hand at the end of July 2023 was $441 million. Moody's
anticipates healthy cash generation during fiscal 2024, with free
cash flow-to-debt of around 15%. External liquidity is provided by
a $1 billion ABL facility that currently expires in September 2026.
As part of the refinancing transaction, Moody's expect THOR to
extend the expiration date of the ABL by two years. There were no
borrowings under the facility as of July 2023. The ABL contains a
springing minimum fixed charge coverage ratio of 1.0x. The covenant
comes into effect if availability is less than the greater of $60
million or 10% of the maximum available credit. Moody's does not
expect the covenant to come into effect and anticipates adequate
leeway to the extent that it does.
The Ba2 rating on THOR's senior secured term loan is the same as
the Ba2 Corporate Family Rating. The term loan is subordinated to
the $1,000 million ABL facility which is secured by a first
priority interest in bank accounts, A/R and inventory. The B1
rating on the company's $500 million senior unsecured notes due
2029 is two notches below the CFR, reflecting their subordination
compared to senior secured indebtedness.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given THOR's vulnerability to highly cyclical end-markets, Moody's
expect the company to maintain credit metrics that are stronger
than levels typically associated with companies at the same rating
level. A ratings upgrade would involve Moody's expectation of
stable and sustained demand for RVs at the retail level. A more
diversified revenue stream, maintenance of strong liquidity, robust
credit metrics, and a conservative financial policy could also
result in an upgrade.
A weakening of THOR's liquidity or a meaningful drop in retail
demand for RVs that leads to a sustained deterioration of earnings
could result in a downgrade. Debt-financed share repurchases or
leveraging acquisitions over the near-term such that debt-to-EBITDA
is sustained above 3.0x could also result in a downgrade.
THOR Industries, Inc., headquartered in Elkhart, Indiana, is a
leading designer and manufacturer of recreational vehicles
including travel trailers, fifth wheels, motorhomes, caravans, and
campervans. The company primarily operates in North America and
Europe and sells its products under brands such as Keystone,
Airstream, Heartland, Jayco, THOR Motorcoach, Hymer, Niesmann
Bischoff, Burstner and Dethleffs. Revenues for the twelve months
ended July 2023 were $11.1 billion.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
TORTOISEECOFIN PARENT: S&P Cuts ICR to 'SD' on Distressed Exchange
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
TortoiseEcofin Parent Holdco LLC to 'SD' (selective default) from
'CCC' and its issue rating on the senior secured notes to 'D'
(default) from 'CCC-'.
The downgrade follows Tortoise's completion of a distressed debt
exchange. The company exchanged its $300 million term loan due
January 2025 for a new $60 million term loan due October 2028 and
$190 million of preferred equity, which has a yield of 8%. S&P
said, "We view the transaction as tantamount to a default because
we believe lenders received less value than what was originally
promised. Specifically, we believe the new term loan and preferred
equity are not adequate compensation for the previous term loan,
given Tortoise's capital structure was unsustainable over the long
term because of the company's limited options to reduce its debt
burden." Further, the preferred equity is more junior than the
previous term loan and the debt maturity has been extended from
2025 to 2028.
S&P said, "We expect to reevaluate our issuer credit and debt
ratings on Tortoise. While the transaction offers Tortoise some
financial flexibility by reducing the term loan balance and
immediate interest payments, the preferred equity's 8% yield will
accrue quarterly (via optional PIK). The preferred equity can only
convert to common equity once $190 million as well as accrued
distributions are paid, which can only take place after $60 million
of term loan is fully paid. We may consider the majority of the
preferred equity as debt because the preferreds represent a
meaningful percentage of Tortoise's total capital (we limit equity
treatment of hybrids to a maximum of 15% of total capital). We
intend to review our ratings to incorporate the debt exchange, the
new debt issuance, the new preferred equity, and other recent
events."
Company Description
TortoiseEcofin is an asset management company focusing on investing
in energy, sustainable assets, and social infrastructure. It
manages mutual funds, closed-end funds, separately managed
accounts, and several other investment vehicles. Its assets under
advisement (AUA), which totaled $9.2 billion as of June 2023, are
primarily energy assets, specifically midstream energy investments,
including in the form of pipeline companies; master limited
partnerships are now a smaller portion of the business.
The company is backed by Lovell Minnick Partners, which will remain
an equity holder following the debt exchange. In 2018, it acquired
Ecofin Ltd., which focuses on sustainability and energy transition
investments, to improve AUA diversity. The company renamed
corporate-level entities TortoiseEcofin in 2020.
TRANSNETWORK LLC: Moody's Assigns First Time B2 Corp Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned a first time B2 corporate family
rating and B2-PD probability of default rating to Transnetwork,
LLC. Moody's also assigned a B2 rating to the company's proposed
$300 million senior secured first lien term loan and $37.5 million
senior secured first lien revolving credit facility. The outlook
assigned is stable.
Net proceeds from the new $300 million first lien term loan will be
used along with cash from the balance sheet to fund the acquisition
of PNC Payment Holdings, Inc. (PNC) and refinance the company's
existing debt. Pro forma (PF) for the transaction, Moody's expects
Transnetwork's debt to EBITDA leverage (Moody's adjusted) to be
around mid 3x.
RATINGS RATIONALE
The B2 CFR reflects Transnetwork's small scale and the potential
for aggressive financial policies, balanced by the company's strong
market position in the Latin American (LATAM) cross-border payment
processing market and favorable industry remittance outlook. The
company's small size, at sub $300 million annual PF revenue, and
limited diversity can increase operating volatility in a slowing
macroeconomic environment. Transnetwork has also distributed cash
to shareholders since its leveraged buyout by private equity firm
Flexpoint Ford in 2021 and raised incremental debt to fund M&A,
reflecting high governance risks.
Transnetwork also faces risks associated with the secular trend in
the remittance market towards digitally sent and/or received
transfers. Moody's expects digital payments to continue to gain
share from all other channels, including cash-based, informal and
bank wire transfer. Transnetwork generates the majority of its
revenues from cash-to-cash transfers which are prevalent in LATAM.
While the company currently facilitates digital payment transaction
(including payout to account, digital wallet, and cash), they will
need to continue to invest to innovate and expand their digital
offerings.
Transnetwork benefits from a fee per-transaction business model
which has been resilient as transaction volume contraction has
historically been moderate compared to dollar volume declines. The
company's revenues have not been materially impacted by declines in
transaction dollar amounts which partially provides some downside
protection during market downturns. Transnetwork has also expanded
its geographic presence and network of payors through four major
acquisitions over the past six years, including PNC. The
acquisition will help diversify Transnetwork's geographic presence
in Mexico, Central, and South America. While Moody's expects a
slowdown in M&A going forward, any additional purchases funded
through incremental debt could exert negative pressure on the
company's ratings.
Transnetwork has benefitted from strong transaction levels over the
past year as remittance flows into Latin America and the Caribbean
increased 11.3% to reach $145 billion, according to World Bank
statistics. Mexico, Transnetwork's largest geographic market, was
the second largest recipient country for remittances in 2022 with
inflows of $61 billion. While Moody's expects the growth in
remittances to slow over the next several quarters driven by
macroeconomic weakness, remittances in LATAM are still expected to
increase over the long term driven by favorable migration trends
and strong employment and wage levels of Hispanic and foreign-born
workers. According to U.S. Bureau of Labor Statistics, the
unemployment rate of Hispanics declined from 18.5% in April 2020 to
4% in May 2023 which has resulted in strong remittance flows to
LATAM. While Moody's anticipates employment growth and nominal wage
growth to moderate over the next year, remittance will continue to
flow due to the large number of transit migrants stranded in Mexico
and favorable migration trends.
Moody's views Transnetwork's liquidity as good supported by
expected closing cash of $20 million and an undrawn $37.5 million
revolving credit facility. Moody's expects the company to generate
free cash flow to debt of around 7%, inclusive of transaction
costs. Cash needs over the next 12 months includes minimal working
capital usage and low maintenance capex of around $6 million
annually. Given the strong free cash flow generation,
Transnetwork's revolver will likely remain undrawn. The company's
first lien facilities are governed by a first lien net leverage
ratio no greater than 5x. Moody's anticipates ample cushion on the
covenant.
Governance considerations were a driver of the rating assignments
and reflect controlled ownership by the financial sponsor without
an independent board. Transnetwork may pursue leveraging
shareholder return transactions and debt financed acquisitions.
Social risks include legal and regulatory exposure to fraud risks,
dependence on highly skilled technology talent, and potential
digitization impact on cash-based transaction.
The stable outlook reflects Moody's expectation of mid-single digit
percentage revenue growth and stable EBITDA margins over the next
12 months. Moody's expects that leverage will remain around mid 3x
over the outlook period.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Transnetwork materially increases
scale through organic revenue growth, sustains total debt to EBITDA
leverage (Moody's adjusted) below 3x, and maintains free cash flow
to debt of at least 10%.
The ratings could be downgraded if revenues or EBITDA margins
decline, debt to EBITDA leverage (Moody's adjusted) is sustained
above 4.5x, liquidity deteriorates, or Transnetwork pursues
aggressive shareholder-friendly financial policies, including
sizable debt-funded acquisitions or shareholder returns.
STRUCTURAL CONSIDERATIONS
The individual debt instrument ratings considered the probability
of default and the loss given default of the instruments. The B2
rating of the Senior Secured First Lien Term Loan and Revolver,
which includes a first priority lien on all assets, reflects the
loss absorption cushion of unsecured liabilities. The Term Loan and
Revolver also benefit from upstream guarantees of wholly-owned
material domestic subsidiaries. As the first lien debt instruments
represents a single class of debt, the debt rating is consistent
with the B2 Corporate Family Rating (CFR).
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity not to exceed the sum of (x) the greater
of (i) closing date pro forma EBITDA and (ii) following quarter LTM
EBITDA, plus (y) an amount subject to 4.0x first lien net leverage
(for pari passu secured debt). No portion of the incremental may be
incurred with an earlier maturity than the initial term loan.
The credit agreement is expected to permit the transfer of assets
to unrestricted subsidiaries, up to the carve-out capacities,
subject to "blocker" provisions which prohibit the transfer to, or
exclusive licensing of, or holding by an unrestricted subsidiary of
any material intellectual property or other specified property.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees subject to
protective provisions which only permit guarantee releases if such
transfer does not involve an affiliate, or it is for a bona fide
purpose and not intended solely to obtain a release from the
guarantee, as determined by the company in good faith.
The credit agreement is expected to provide limitations on
up-tiering transactions, including the requirement that 100% of all
lenders consent to the subordination of the payment priority or of
the liens to any other debt or liens, except for permitted debt.
The proposed terms and the final terms of the credit agreement may
be materially different.
Headquartered in Houston, TX, Transnetwork provides immediate
cross-border payment processing, settlement and monitoring services
between payors and Money Transfer Operators. The company is
majority owned by private equity firms Flexpoint Ford and GCP
Capital Partners. Transnetwork generated PF revenues of
approximately $290 million for the LTM period ended June 2023.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TRANSUNION: S&P Alters Outlook to Negative, Affirms 'BB+ ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on TransUnion to negative
from stable and affirmed all of its ratings, including its 'BB+'
issuer credit rating.
The negative outlook reflects the heightened risk that S&P will
downgrade the company in the next 12 months if it no longer
believes it will sustain leverage of below 4.5x.
S&P's ratings on TransUnion incorporate its market position as one
of the top three national credit reporting agencies (NCRAs), the
high barriers to entry in its industry, and its good operating
efficiency. However, the negative outlook reflects that its
profitability may be insufficient to offset industry wide operating
headwinds, which increases the risk its elevated leverage may not
improve below 4.5x.
TransUnion's weaker-than-expected third-quarter performance and
fourth-quarter outlook have stalled its deleveraging. After
navigating high inflation and rising rates for the past 18 months,
the company reported that its credit card origination, personal
lending, and marketing activity trends weakened materially in
September and into early October. Not only did TransUnion face
declines in its financial tech (fintech) and small- to mid-size
bank businesses, due to tightening credit conditions, but the pace
of the expansion in many of its less-cyclical business lines, such
as its Neustar identification verification and fraud mitigation
services, insurance, and tenant screening businesses, slowed. S&P
now expects the company's S&P Global Ratings-adjusted net leverage
will remain at 4.7x in 2023, which is weaker than the 4.2x level we
forecast for year-end 2023 in May.
S&P said, "We believe that the company's weaker performance
highlights the cyclical demand characteristics of its offerings
rather than execution issues. TransUnion's transaction-based
revenue is strongly correlated with macroeconomic trends because
banks and other credit-providing institutions continue to account
for a significant portion of its sales. While low unemployment and
strong household savings have helped fuel strong consumer spending
levels, lending standards are tightening and high interest rates,
declining household savings, and the end of the moratorium on
student loan payments could materially weaken consumer demand.
Additionally, we forecast the U.S. unemployment rate will rise in
2024 and 2025, which could further weaken demand. Still, the
company has materially diversified its business over the past five
years and reduced the potential for volatility from macroeconomic
factors by branching into other verticals, like insurance, and
building out its identity verification and protection offerings
(with the acquisitions of Neustar and Sontiq).
"We believe TransUnion can modestly increase its revenue amid a
low-growth environment in the U.S. We expect the company will
modestly increase its revenue in the fourth quarter due primarily
to a high-single-digit percent expansion in its international
revenue growth and modest rise in its contributions from Neustar.
We also think these business lines, as well as the other
less-cyclical parts of the company's emerging vertical segment, can
help maintain a low-single-digit percent expansion in its revenue
through 2024. Nonetheless, in our base-case forecast, we assume
that further macroeconomic weakening would make it difficult for
TransUnion to reduce its leverage to about 4.2x over the next 12
months.
"We anticipate TransUnion's capital allocation priorities and
financial policy will support future deleveraging. The company
publicly stated leverage targets of below 3.5x in 2023 and 3.0x in
2024 (S&P Global Ratings-adjusted leverage is typically about
0.75x-1.00x higher). While we believe TransUnion is committed to
reducing its leverage, reduced lending activity among its U.S.
customer base will cause its leverage to remain slightly above its
3.5x target this year and delay its ability to deleverage to 3.0x
in 2024. The company continues to voluntarily repay debt and has
publicly committed to prioritize debt repayment over acquisitions.
Given its public leverage targets, we expect TransUnion will make
prudent decisions regarding its capital allocation amid the
weakening macroeconomic environment.
"The negative outlook reflects the heightened risk we will
downgrade TransUnion in the next 12 months if we no longer believe
it will sustain leverage of below 4.5x.
"Social factors are a moderately negative consideration in our
credit rating analysis of TransUnion. Our assessment reflects the
mission-critical importance of its services and highly sensitive
consumer financial data. In addition, there are high inherent risks
and adverse consequences (reputational damage, legal/regulatory
fines, and operational disruptions) if it fails to properly secure
its infrastructure and applications."
TRAXCELL TECHNOLOGIES: Hires Charles Chesnutt APC as Legal Counsel
------------------------------------------------------------------
Traxcell Technologies LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Charles Chesnutt,
APC as its counsel.
The firm's services include:
a. providing legal advice to the Debtor relating to its powers
and duties in the management of its property;
b. assisting the Debtor in the preparation of all
administrative documents required, as well as to prepare on behalf
of Debtor all necessary applications, motions, answers, responses,
orders, reports and other legal documents as required;
c. assisting the Debtor in obtaining Court approval for use of
cash collateral and in other negotiations with its secured
creditors;
d. taking such action as is necessary to preserve and protect
the Debtor's assets;
e. assisting the Debtor in the formulation of a disclosure
statement and in the formulation, confirmation, and consummation of
a plan of reorganization; and f. Performing all other legal
services for Debtor that may be necessary in this proceeding.
The Debtor proposes to compensate Charles R. Chesnutt by $2,500 per
month.
Charles Chesnutt, Esq., a member of Charles R. Chesnutt, APC,
swears under penalty of perjury that neither he nor his firm has
any conflict of interest which would prevent or hinder competent
and objective representation of the Debtor.
The firm can be reached through:
Charles R. Chesnutt, Esq.
Charles R. Chesnutt APC
2608 Hibernia St., Office 107
Dallas, TX 75204
Phone: (214) 248-7000
Email: crc@chapter7-11.com
About Traxcell Technologies
Traxcell Technologies LLC provides innovative location-based
technology.
Traxcell Technologies LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10771) on
September 19, 2023. In the petition filed by Jeff Reed, as owner,
the Debtor reports estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Shad Robinson oversees the case.
The Debtor is represented by Charles R. Chesnutt, Esq. at Charles
R. Chesnutt, P.C.
TROIKA MEDIA: Blue Torch Agrees to Extend Waiver
------------------------------------------------
Troika Media Group, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company and Blue Torch
Finance LLC entered into a Third Amendment to its Second A&R
Limited Waiver on October 27, 2023. Under the Third Amendment, Blue
Torch agreed to extend the so-called Outside Date from October 27,
2023, to November 3.
The Company previously agreed with Blue Torch to undertake a
process with an investment banker to facilitate the repayment in
full of Blue Torch debt either through an acquisition or
disposition involving the Company, a refinancing, or some
combination thereof. As a result, in December 2022, the Company
engaged Jefferies LLC, a global full-service investment banking and
capital markets firm, and the Board of Directors of the Company
formed a Special Committee to, among other things, oversee a
Potential Transaction. In the absence of a Potential Transaction,
the Company and Blue Torch have, in good faith, continued to
negotiate to resolve ongoing issues. However, the Company can
provide no assurance that it will be able to execute a Potential
Transaction, or reach a final agreement with Blue Torch default.
To preserve operating liquidity and maintain optionally, the
Company chose not to make the principal and interest payment due to
Blue Torch on September 30, 2023 and negotiated a wavier of that
default and other specified events of default through October 20,
2023.
The parties agree that as of September 30, 2023, the aggregate
principal balance of the debt is $78.5 million.
Senior Secured Credit Facility
On March 21, 2022, the Company entered into the Financing Agreement
with Blue Torch in connection with the acquisition of all the
equity of Converge Direct LLC and 40% of the equity of Converge
Marketing Services, LLC, an affiliated entity, for a notional
aggregate purchase price of $125.0 million. The $76.5 million
First Lien Senior Secured Term Loan was used in part to fund the
purchase price of the Converge Acquisition, as well as, for working
capital and general corporate purposes. As of June 30, 2023, the
fair value of long-term debt is considered to approximate its
stated value of $71.7 million.
The Credit Facility provides for: (i) a term loan in the amount of
$76.5 million; (ii) an interest rate of the LIBOR Rate Loan of
three months; (iii) a four-year maturity amortized 5.0% per year,
payable quarterly; (iv) a 1% commitment fee and an upfront fee of
2% ($1.5 million) of the Credit Facility paid at closing, plus an
administrative agency fee of $250,000 per year; (v) a first
priority perfected lien on all property and assets including all
outstanding equity of the Company's subsidiaries; (vi) 1.5%
fully-diluted penny warrant coverage in the combined entity; (vii)
mandatory prepayment for 50% of excess cash flow and 100% of
proceeds from various transactions; (viii) customary affirmative,
negative and financial covenants; (ix) delivery of au-dited
financial statements of Converge; and (x) customary closing
conditions. The Company agreed to customary restrictive covenants
in the Credit Facility and leverage ratios, fixed charge coverage
ratios, and maintaining liquidity of at least $6.0 million at all
times.
On September 22, 2023, the Company and Blue Torch entered into the
First Amendment to Financing Agreement by adding provisions for the
use of secured overnight financing rate loans in place of LIBOR
rate loans.
The Company and each of its subsidiary Guarantors also entered into
a Pledge and Security Agreement dated as of March 21, 2022, as a
requirement with the Credit Facility. Each Guarantor pledged and
assigned to the Collateral Agreement and granted the Collateral
Agent with a continuing security interest in all personal property
and fixtures of the Guarantors and all proceeds of the Collateral.
All equity of the Guarantors was pledged by the Borrower.
On March 21, 2022, each of the Company's Subsidiaries, as
Guarantors, entered into an Intercompany Subordination Agreement
with the Collateral Agent. Under the ISA, each obligor agreed to
the subordination of such indebtedness of each other obligor to
such other obligations.
On March 21, 2022, the Company entered into an Escrow Agreement
with Blue Torch and Alter Domus (US) LLC, as Escrow Agent. The
Escrow Agreement provides for the escrow of $29.1 million of the
$76.5 million proceeds, under the Credit Facility to be held until
the audited financial statements of Converge Direct LLC and
affiliates for the years ended December 31, 2020 and 2019, are
delivered to Blue Torch, which were delivered during fourth quarter
of fiscal year 2022. As of June 30, 2023, Blue Torch has not
authorized the release of the funds in escrow.
Although the Company believes the Converge Sellers' recourse is
solely to the escrow account, it is possible that the Converge
Sellers could make claims against the Company for the deferred
amount. In the event that the Converge Sellers were to make and be
successful in such claims, the Company be-lieves that a court would
likely order Blue Torch to release the escrowed funds to satisfy
such claims
In connection with the Credit Facility, the Company recorded debt
discount and issuance costs totaling approximately $9.2 million.
The discount and issuance costs will be amortized over the life of
the note using the effective interest rate method. For the three
and six months ended June 30, 2023, amortiza-tion of deferred
financing costs was approximately $0.6 million and $1.2 million,
respectively. For the three and six months ended June 30, 2022,
amortization of deferred financing costs were approxi-mately $0.6
million and $0.8 million, respectively.
For the three and six months ended June 30, 2023 the Company made
principal payments totaling ap-proximately $1.0 million and $1.9
million, respectively. For the three and six months ended June 30,
2022 the Company made principal payments totaling approximately
$1.0 million and $1.0 million, re-spectively.
At any time on or after March 21, 2022, and on or prior to March
21, 2026, the Lenders have the right to subscribe for and purchase
from the Company, up to initially 77,178 shares of Common Stock,
sub-ject to adjustment. During the six months ended December 31,
2022, the number of shares increased to 177,178. The exercise price
per share of Common Stock under this Warrant shall be $0.01 per
share. If at any time when this Warrant becomes exercisable and a
related Registration Statement is not in effect, the Warrant may
also be exercised, in whole or in part, at such time by means of a
"cashless exercise". The shares have been adjusted to reflect the 1
for 25 reverse stock split.
Blue Torch Extensions, Waivers and Amendments
On October 14, 2022, Blue Torch and the Company entered into a
Limited Waiver of events of default under the Financing Agreement
that related to the Company's failure to satisfy certain financial
and non-financial covenants. The Original Limited Waiver was
initially scheduled to expire on October 28, 2022, if not
terminated earlier by Blue Torch, but the Original Waiver Period
was subsequently extended through February 10, 2023 by the First
Amendment to Limited Waiver to Financing Agreement dated as of
October 28, 2022, the Second Amendment to the Limited Waiver to
Financing Agreement dated as of November 11, 2022, the Third
Amendment to the Limited Waiver to Financing Agreement dated as of
November 25, 2022, the Fourth Amendment to the Limited Waiver to
Financing Agreement dated as of December 9, 2022, the Fifth
Amendment to the Limited Waiver to Financing Agreement dated as of
December 23, 2022, the Sixth Amendment to the Limited Waiver to
Financing Agreement dated as of January 13, 2023, and the Seventh
Amendment to the Limited Waiver to the Financing Agreement dated
January 31, 2023, and the Eight Amendment to the Limited Waiver to
the Financing Agreement dated as of February 7, 2023.
On February 10, 2023, Blue Torch and the Company entered into an
Amended and Restated Limited Waiver of certain events of default
under the Financing Agreement, which amended and restated the
Original Limited Wavier. The First A&R Limited Waiver provided
that, among other things, during the First A&R Waiver Period, the
Company would comply with certain sale and refinancing milestones
and refrain from engaging in any "Permitted Acquisition" under the
Financing Agreement or making certain post-closing payments to
Converge Sellers. The First A&R Limited Waiver would have expired
on the earliest of (x) the occurrence of an Event of Default under
the Financing Agreement that is not a Specified Event of Default,
(y) a failure by the Company to comply with certain sale and
refinancing milestones set forth in a side letter agreed by the
Company and the Lenders and (z) June 30, 2023, subject to potential
extension of up to sixty 60 days to obtain regulatory and/or
shareholder approval in the event the Company is pursuing a sale
transaction -- the "Outside Date".
On April 14, 2023 and April 28, 2023, Blue Torch and the Company
entered into letter agreements that extended the Applicable
Milestones. The "Applicable Milestones" included (i) the date for
which potential acquirers would be required to submit binding bids
to acquire the Company, (ii) the date by which the Company would be
required to select a winning bidder, and (iii) the date by which
the winning bidder and the Company would be required to enter into
definitive documentation providing for an acquisition of the
Company or a refinancing of its indebtedness with Blue Torch, in
each case subject to the terms and conditions of the Extension
Letters and the First A&R Limited Waiver.
On May 8, 2023, the Company and Blue Torch entered into a first
amendment to the First A&R Limited Waiver and an amended and
restated letter agreement that, in each case, superseded the Prior
Waiver Documents, and pursuant to which the Company affirmed its
commitment to work in good faith to consummate a sale of the
Company's business or assets or a refinancing transaction before
the expiration of the First A&R Waiver Period, and Blue Torch
agreed to remove the Applicable Milestones and to extend the
Outside Date from June 30, 2023 to July 14, 2023, subject to a
potential extension if a definitive written agreement is delivered
on or prior to July 14, 2023 that provides for cash repayment in
full of all obligations owed to Blue Torch or which is otherwise
acceptable to Blue Torch.
In addition, under the First Amendment to the First A&R Limited
Waiver, the Company agreed to pay Blue Torch an "exit fee" equal to
5% of the aggregate outstanding principal balance of the Company's
indebtedness with Blue Torch as of the date of the First Amendment
to the First A&R Limited Waiver, plus accrued interest, subject to
reduction or waiver if such Blue Torch indebtedness is repaid in
full in cash by the dates specified therein.
A full-text copy of the Third Amendment is available at
https://tinyurl.com/3nwddku9
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com
-- is a professional services company that architects and builds
enterprise value in consumer facing brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars that: CREATE brands and experiences and CONNECT
consumers through emerging technology products and ecosystems to
deliver PERFORMANCE based measurable business outcomes.
Troika Media reported a net loss of $9.58 million for the six
months ended Dec. 31, 2022. Troika Media reported a net loss of
$38.69 million for the year ended June 30, 2022, a net loss of $16
million for the year ended June 30, 2021, and a net loss of $14.45
million for the year ended June 30, 2020.
At June 30, 2023, the Company had $146 million in total assets $132
million in total liabilities.
TROIKA MEDIA: Grant Lyon Resigns as Director
--------------------------------------------
Troika Media Group, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that Grant Lyon resigned as a
member of the Board of Directors of the Company on Oct. 25, 2023.
Mr. Lyon will remain in his role as interim chief executive officer
of the Company and will continue to work closely with the Board and
attend Board and Committee meetings as needed in his capacity as
interim chief executive officer.
The Company said Mr. Lyon's resignation from the Board was not
related to any disagreement on any matter related to its
operations, policies, or practices.
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com
-- is a professional services company that architects and builds
enterprise value in consumer facing brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars that: CREATE brands and experiences and CONNECT
consumers through emerging technology products and ecosystems to
deliver PERFORMANCE based measurable business outcomes.
Troika Media reported a net loss of $9.58 million for the six
months ended Dec. 31, 2022. Troika Media reported a net loss of
$38.69 million for the year ended June 30, 2022, a net loss of $16
million for the year ended June 30, 2021, and a net loss of $14.45
million for the year ended June 30, 2020.
TROIKA MEDIA: Regains Compliance with Nasdaq
--------------------------------------------
Troika Media Group, Inc. disclosed in a Form 8-K Report filed with
the Securities and Exchange Commission that the matter regarding
the Company's possible delisting has been addressed.
As previously disclosed, on August 22, 2023, Troika Media Group,
Inc. received a delinquency notification letter from Nasdaq stating
that the Company was not in compliance with Nasdaq Listing Rule
5250(c)(1) because it had not timely filed its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2023. According to the
letter from Nasdaq, the Company must submit a plan of compliance
within 60 days addressing how it intends to regain compliance with
Nasdaq's listing rules or otherwise file the Form 10-Q before the
expiration of such 60-day period. The Company filed the Form 10-Q
before the expiration of the 60-day period.
On October 26, 2023, the Nasdaq notified the Company that the
Company had regained compliance with Nasdaq Listing Rule
5250(c)(1).
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com
-- is a professional services company that architects and builds
enterprise value in consumer facing brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars that: CREATE brands and experiences and CONNECT
consumers through emerging technology products and ecosystems to
deliver PERFORMANCE based measurable business outcomes.
Troika Media reported a net loss of $9.58 million for the six
months ended Dec. 31, 2022. Troika Media reported a net loss of
$38.69 million for the year ended June 30, 2022, a net loss of $16
million for the year ended June 30, 2021, and a net loss of $14.45
million for the year ended June 30, 2020.
At June 30, 2023, the Company had $146 million in total assets $132
million in total liabilities.
The Company previously agreed with senior lender Blue Torch to
undertake a process with an investment banker to facilitate the
repayment in full of Blue Torch debt either through an acquisition
or disposition involving the Company, a refinancing, or some
combination thereof. As a result, in December 2022, the Company
engaged Jefferies LLC, a global full-service investment banking and
capital markets firm, and the Board of Directors of the Company
formed a Special Committee to, among other things, oversee a
Potential Transaction. In the absence of a Potential Transaction,
the Company and Blue Torch have, in good faith, continued to
negotiate to resolve ongoing issues. However, the Company can
provide no assurance that it will be able to execute a Potential
Transaction, or reach a final agreement with Blue Torch default.
To preserve operating liquidity and maintain optionally, the
Company chose not to make the principal and interest payment due to
Blue Torch on September 30, 2023 and negotiated a wavier of that
default and other specified events of default through October 20,
2023.
The parties agree that as of September 30, 2023, the aggregate
principal balance of the debt is $78.5 million.
UNITED BRANDS: Hires Robertson Law Group as Special Counsel
-----------------------------------------------------------
United Brands Products Design Development & Marketing, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of California to employ The Robertson Law Group, LLC as its special
litigation counsel.
The firm will assist the Debtor where it acted as a Defendant in
litigation pending in the Circuit Court of the State of Missouri,
County of St. Louis, styled Karen Chaplin and Jason Politte v.
Trenton Geiger, et al., Case No. 20SL-CC06071.
The Robertson Law Group's further representation will generally be
handling post-trial motions and appellate matters.
Susan Robertson, a partner at The Robertson Law Group, disclosed in
the court filings that her firm is a "disinterested" person within
the meaning of 11 U.S.C. Sec 101(14).
The firm can be reached through:
Susan Robertson, Esq.
The Robertson Law Group, LLC
1903 Wyandotte St., Suite 200
Kansas City, MO 64108
Telephone: (816) 221-7010
Facsimile: (816) 221-7015
Email: susanr@therobertsonlawgroup.com
About United Brands Products Design
Development & Marketing, Inc.
United Brands Products Design Development & Marketing, Inc., doing
business as Whip-It!, is a manufacturer of dispensers and chargers
in South San Francisco, Calif.
The Debtor filed Chapter 11 petition (Bankr. N.D. Cal. Case No.
23-30604) on Sept. 5, 2023, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Nesser David
Zahriya, president, signed the petition.
Judge Hannah L. Blumenstiel oversees the case.
The Debtor tapped Michael W. Malter, Esq., at Binder & Malter, LLP
as legal counsel and James C. Morris, Esq., at Gordon Rees Scully
Mansukhani, LLP as special litigation counsel.
VANTAGE SPECIALTY: S&P Alters Outlook to Stable, Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised the outlook on Vantage Specialty
Chemicals Inc. to stable from positive and affirmed its 'B-' issuer
credit rating.
S&P also affirmed its 'B-' issue-level rating on the company's $100
million revolving credit facility and $835 million first-lien term
loan. The recovery rating remains '3'.
The stable outlook reflects that S&P expects demand softness in key
end markets to persist into 2024, resulting in cash flow and credit
metrics weaker than prior expectations.
S&P said, "Softened consumer demand and high competition,
particularly in the industrial end markets, is the primary driver
for our weaker base-case expectations. The company's earnings in
the first half of 2023 are weaker than we expected--particularly in
the second quarter--driven by softness in demand due to a
macroeconomic slowdown and destocking across all markets, with the
most significant effects observed in industrial end markets.
Volumes in the company's oleochemicals product line have decreased
in the second quarter largely on account of unfavorable
supply-demand dynamics in North America. Local demand remains soft
and an elevated level of palm oil imports are flowing from
Southeast Asia, increasing competition for the company's largely
tallow-based production. As a result, we now expect the company's
revenues and EBITDA for 2023 and 2024 to be weaker than previously
anticipated, with a modest recovery in earnings in 2024 as
operational profitability improves.
"We expect credit metrics to remain appropriate for the rating over
the next 12 months and the company to maintain adequate liquidity.
Due to Vantage's reduced earnings outlook, we now expect weighted
average S&P Global Ratings-adjusted debt to EBITDA on the higher
end of 5x-6x and weighted average funds from operations (FFO) to
debt of mid-single-digit percent. Under our base case, we expect
the company will continue to generate positive free cash flow over
the next 12 months and maintain sufficient availability on its
recently upsized $100 million credit facility (up from $75
million). The reduction in our forecast for FFO for 2023 and 2024
also incorporates the increase in interest costs due to higher
benchmark interest rates in the economy and the company's
floating-rate debt structure. While we do not currently forecast
any acquisition-related spending over the next 12 months, we note
the company's dual-sponsor ownership by private equity firms and
its track record of acquisitions."
The company continues to strategically focus on increasing exposure
to consumer end markets, but earnings remain exposed to changes in
macroeconomic conditions. Over the years, the company has completed
several acquisitions to grow its business and diversify its
end-market exposure by increasing its presence in end markets like
food and personal care. Most recently, the company completed a
bolt-on acquisition in March 2022, in line with its business
strategy to increase focus on consumer end markets.
Vantage's earnings remain vulnerable to changes in macroeconomic
conditions, partially mitigated by exposure to a relatively less
cyclical consumer market. S&P said, "Further, we note that the
company is currently expanding its vegetable feedstock
capabilities, allowing further mitigation. Macroeconomic risk is
heightened by the ongoing slowdown in the U.S. and Europe. The
company's revenues and earnings are primarily concentrated in the
U.S. and key operating facilities are in Illinois, posing a strong
geographic concentration risk. Disruption of operations at any one
of these locations would hurt operating results. As a result of
Vantage's relatively low margins and size, as well as its moderate
customer and low geographic diversification, we continue to assess
its business risk as weaker positioned than a peer such as Geon
Performance Solutions, LLC (B/Stable/--)."
S&P said, "The stable outlook reflects our belief that, compared to
previous expectations, Vantage's earnings will be constrained over
the next 12 months due to weakness in volumes from a macroeconomic
slowdown and unfavorable supply-demand dynamics, particularly in
its oleochemicals business. As such, we expect weighted-average S&P
Global Ratings-adjusted debt to EBITDA on the higher end of 5x-6x.
We also expect weighted-average FFO to debt of a mid-single-digit
percent due to lower-than-expected earnings and an increase in
benchmark interest rates, which would also weaken interest coverage
ratios.
"Meanwhile, we expect the company to maintain adequate liquidity
and remain compliant with its springing financial covenant. In our
base-case scenario, we did not factor any distributions to
shareholders or significant debt-funded capital spending or
acquisitions. We note that the current financial sponsor has owned
the company for around six years."
S&P could take a negative rating action on Vantage over the next 12
months if:
-- Vantage's earnings decline more than S&P expects because of
weaker end-market demand from prolonged macroeconomic weakness or
destocking. This causes weighted-average FFO to debt of a
low-single-digit percent or weighted-average debt to EBITDA
sustained at a high-single-digit level;
-- Free cash flows are materially negative, pressuring the
company's liquidity position; or
-- It pursues a large debt-funded acquisition or shareholder
rewards.
S&P could take a positive rating action on Vantage in the next 12
months if:
-- End-market demand is stronger than S&P expects and EBITDA
margins improve to a high-teen percent;
-- The company's weighted-average S&P Global Ratings-adjusted FFO
to debt approaches a high-single digit percent consistently and
weighted-average debt to EBITDA is sustained consistently at the
lower end of 5x-6x;
-- It sustains positive free cash flow generation;
-- Liquidity remains adequate over the next 12 months; and
-- Financial sponsors support credit metrics at aforementioned
levels.
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis on Vantage, as is the case for most rated
entities owned by private-equity sponsors. We view financial
sponsor-owned companies with highly leveraged financial risk
profiles as demonstrating corporate decision-making that
prioritizes the interests of controlling owners, typically with
finite holding periods and a focus on maximizing shareholder
returns."
VENATOR MATERIALS: Seeks to Extend Plan Exclusivity to December 11
------------------------------------------------------------------
Venator Materials PLC and its affiliates asked the U.S.
Bankruptcy Court for the Southern District of Texas to extend
their exclusivity periods to file an amended Chapter 11 Plan and
solicit acceptances thereof to December 11, 2023 and April 11,
2024 respectively.
Unless extended, the Debtors' exclusivity period expires on
September 11, 2023.
The Debtors pointed out that on July 25, 2023, the Court entered
a confirmation order approving the adequacy of their Disclosure
Statement and confirming their Plan. The Debtors claim that the
Plan, which had nearly unanimous support from all voting classes,
maximizes the value of their estates while leaving all general
unsecured creditors unimpaired and effectuates a value-maximizing
transaction that deleverages and re-balances the Debtors'
obligations under their funded debt facilities.
The Debtors explained however that, despite this significant
progress, they are continuing to negotiate the necessary
documentation for the Plan to become effective. The Debtors also
added that, in light of the efforts by J&T to impede their
emergence from chapter 11, they are also still in the process of
effectuating the Plan through alternative means than originally
anticipated.
Accordingly, out of an abundance of caution, the Debtors sought
entry of an order maintaining their exclusive right to file and
solicit a plan of reorganization to ensure smooth transition out
of their Chapter 11 Cases.
Venator Materials PLC and its affiliates are represented by:
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
Victoria Argeroplos, Esq.
Beau Butler, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Email: mcavenaugh@jw.com
jwertz@jw.com -and-
vargeroplos@jw.com
bbutler@jw.com
- and -
Steven N. Serajeddini, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Email: steven.serajeddini@kirkland.com
- and -
Jeffrey T. Michalik, Esq.
300 North LaSalle Street
Chicago, IL 60654
Tel: (312) 862-2000
Email: jeff.michalik@kirkland.com
About Venator
Venator is a global manufacturer and marketer of chemical
products that comprise a broad range of pigments and additives
that bring color and vibrancy to buildings, protect and extend
product life, and reduce energy consumption. It markets its
products globally to a diversified group of industrial customers
through two segments: Titanium Dioxide, which consists of our
TiO(2) business, and Performance Additives, which consists of our
functional additives, color pigments and timber treatment
businesses. Based in Wynyard, U.K., Venator employs approximately
2,800 associates and sells its products in more than 106
countries.
VISTA CLINICAL: Taps Jonah Consulting Group as Financial Advisor
----------------------------------------------------------------
Vista Clinical Diagnostics, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Jonah
Consulting Group, LLC as its financial advisor.
The firm will render these services:
a. review and evaluate operations, business plans and
financial projections with the objective of assisting management in
improving their operating performance and enhancing their
enterprise value;
b. prepare and assist bankruptcy counsel with the preparation
of the Schedules, Statement of Financial Affairs, and all other
initial motions and filing documents in the bankruptcy case.
c. facilitate the proper set up of pre- and post-filing
accounts payable and other unsecured and secured creditor balance
at the date of filing;
d. assist with the preparation of post-filing cash flow
forecast;
e. assist with the Debtor's reporting requirements in the
bankruptcy case;
f. assist with the development of post-filing cash flow
forecasts;
g. advise and assist with analyzing and negotiating
creditor-related matters;
h. review and evaluate the Debtor's financial condition,
business plans and cash and financial forecasts, and periodically
report to Debtor's counsel regarding the same;
i. advise and assist with developing the Debtor's plan of
reorganization and disclosure statement, including preparing
related financial forecasts and analyses;
j. review and evaluate court motions filed or to be filed by
the Debtor or any other parties-in-interest, as appropriate;
k. assist with such other matters as may be requested that
fall within the Financial Advisor's expertise and that are mutually
agreeable.
William A. Long, Jr., managing member at Jonah Consulting, will be
primarily responsible for performing services to the Debtor at the
hourly rate of $395.
The Debtor paid Jonah Consulting an initial deposit in the amount
of $15,000.
Jonah Consulting is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
William A. Long, Jr.
JONAH CONSULTING GROUP, LLC
3106 W. Agawan St.
Tampa, FL 33629
Phone: (813) 251-6763
Email: Blong@JonahConsulting.Biz
About Vista Clinical Diagnostics, LLC
Vista Clinical Diagnostics, LLC is an independent laboratory
offering a complete compendium of clinical laboratory testing
capabilities, including microbiology, PCR molecular biology &
surgical pathology.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04109) on October 2,
2023. In the petition signed by Davian S. Santana, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Tiffany P. Geyer oversees the case.
R.Scott Shuker, Esq., at Shuker & Dorris, PA, represents the Debtor
as legal counsel.
VOYAGER DIGITAL: CFTC Sues Ex-Chief Ehrlich
-------------------------------------------
Allyson Versprille of Bloomberg News reports that the co-founder
and former chief executive officer of Voyager Digital Ltd. broke
derivatives rules while at the helm of the crypto lender, leading
to its bankruptcy and $1.7 billion in customer losses, US
regulators alleged Thursday.
The Commodity Futures Trading Commission filed a lawsuit against
Stephen Ehrlich in US federal court in New York, claiming he and
Voyager "fraudulently solicited participation in and operated a
digital asset trading and custody platform." The agency accused the
firm of luring customers with promises of returns as high as 12% on
certain crypto holdings and making misleading statements about the
platform's safety.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through
its subsidiary Coinify ApS, Voyager provides crypto payment
solutions for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider;
andDeloitte & Touche, LLP as accounting advisor. Stretto, Inc., is
the claims agent.
On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
The committee tapped McDermott Will & Emery, LLP as bankruptcy
counsel; FTI Consulting, Inc. as financial advisor; Cassels Brock &
Blackwell, LLP as Canadian counsel; and Epiq Corporate
Restructuring, LLC, as noticing and information agent.
The committee also tapped the services of Harney Westwood &
Riegels, LP, in connection with Three Arrows Capital Ltd.'s
liquidation proceedings in British Virgin Islands.
On July 6, 2022, the Debtors filed a joint Chapter 11 plan of
reorganization.
* * *
Following an auction process, the Debtors in September 2022
selected the bid submitted by FTX US' West Realm Shires Inc. as the
winning bid for the assets. But after a series of events, FTX
collapsed in November 2022, before the sale could be completed.
After reopening bidding, Voyager Digital selected the offer from
U.S. exchange BAM Trading Services Inc. (doing business as
"Binance.US") as the highest and best bid for its assets.
Binance'sbid is valued at $1.022 billion.
In April 2023, Binance.US called off its deal to buy assets of
bankrupt crypto lender Voyager Digital, citing a "hostile and
uncertain regulatory climate."
WAITS R.V. CENTER: Seeks to Hire Kelley Fulton as Legal Counsel
---------------------------------------------------------------
Waits R.V. Center, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Kelley Fulton
Kaplan & Eller, P.L. as legal counsel.
The firm's services include:
(a) giving advice to the Debtor with respect to its powers and
duties as a Debtor in possession and the continued management of
its business operations;
(b) advising the Debtor with respect to its responsibilities
in complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) preparing motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;
(d) protecting the interest of the Debtor in all matters
pending before the court; and
(e) representing the Debtor in negotiation with its creditors
in the preparation of a plan.
The firm will be paid $475 per hour for attorney fees and $155 per
hour for paralegal fees, and a retainer of $27,500. The firm will
also receive reimbursement for its out-of-pocket expenses.
Craig Kelley, Esq., a partner at Kelley Fulton Kaplan & Eller,
P.L., 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:
Craig I. Kelley, Esq.
KELLEY FULTON KAPLAN & ELLER, P.L.
1665 Palm Beach Lakes Blvd. Suite 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Fax: (561) 684-3773
Email: bankruptcy@kelleylawoffice.com
About Waits R.V. Center, Inc.
Waits RV Center is an RV dealership serving the West Palm Beach
area offering a selection of new and pre-owned RVs.
Waits R.V. Center, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-18437) on Oct. 15, 2023. The petition was signed by William
Waits as president. At the time of filing, the Debtor estimated
$1,845,763 in assets and $2,375,951 in liabilities.
Judge Mindy A. Mora presides over the case.
Craig I. Kelley, Esq. at KELLEY, FULTON & KAPLAN, P.L. represents
the Debtor as counsel.
WEWORK COS: S&P Downgrades ICR to 'SD' on Forbearance Agreement
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on WeWork Cos.
LLC to 'SD' (selective default) from 'CCC'. S&P also lowered its
issue-level rating on its $525 million first-lien notes to 'D' from
'CCC+' and its issue-level rating on its $687 million second-lien
exchange notes to 'D' from 'CCC-'. The rating on its 7.875%
unsecured notes remains 'CCC-'.
On Oct. 31, 2023, WeWork Cos. LLC announced it entered into a
seven-day forbearance agreement with various noteholders after
failing to make interest payments on the secured notes payable on
Oct. 2, 2023. In addition, WeWork also entered into a satisfaction
letter with issuing creditors of its letters of credit (LOC)
facility.
The downgrade reflects WeWork's decision to enter into a
forbearance agreement with noteholders effective Oct. 30, 2023.
Pursuant to the forbearance agreement, the noteholders agreed to
not exercise or enforce certain remedies regarding nonpayment for
seven days, ending Nov. 6, 2023. In S&P's view, this represents a
selective default on various tranches of its capital structure
because WeWork is distressed, did not meet its contractual
obligation to pay interest in a timely manner, and did not
adequately compensate all lenders for agreeing to temporarily waive
their rights. The rating on its 7.875% unsecured notes remains
'CCC-' despite S&P's expectation that WeWork will withhold the
interest payment due Nov. 1, 2023. This is because the company has
a 30-day grace period to cure the nonpayment before it becomes an
event of default.
WeWork also entered into a satisfaction letter with the issuing
creditors of its LOC facility wherein SoftBank Vision Fund will pay
certain amounts and deposit cash collateral to make whole any
outstanding claims and become subrogated to the rights of the
secured parties.
S&P will reevaluate its ratings on the company and its debt at the
end of the forbearance period.
WINDSOR TERRACE: Creditors' Panel Appointed in Affiliates' Cases
----------------------------------------------------------------
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Windsor
Terrace Healthcare, LLC's affiliates Windsor Hayward Estates, LLC
and Windsor Sacramento Estates, LLC.
The committee members are:
(1) Healthcare Services Group, Inc.
Representative: Peter Nenstiel
3220 Tillman Drive, Suite 300
Bensalem, PA 19020
Tel: (570) 436-6402
Email: pnenstiel@hcsgcorp.com
(2) Select Rehabilitation, LLC
Representative: Neal Deutsch
2600 Compass Road
Glenview, IL 60026-8001
Tel: (224) 501-6438
Email: ndeutsch@selectrehab.com
(3) Skilled Nursing Pharmacy
Representative: Ben Mandelbaum
1900 West Garvey Avenue South, Suite 300
West Covina, CA 91790
Tel: (323) 707-5225
Email: ben@snp-rx.com
(4) Ashley Clinical Diagnostic Laboratory, Inc.
Representative: Maneesh A. Bansal
5542 North Figueroa Street
Los Angeles, CA 90042
Tel: (213) 841-0134
Email: mbansal97@gmail.com
(5) Twomagnets Inc. dba Clipboard Health
Representative: Zachary Ganieany
440 North Barranca Avenue #5208
Covina, CA 91723
Tel: (630) 788-1699
Email: zachary.ganieany@clipboardhealth.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 Windsor Terrace Healthcare
Windsor Terrace Healthcare, LLC and its affiliates are primarily
engaged in the businesses of owning and operating skilled nursing
facilities throughout the State of California. Collectively, the
Debtors own and operate 16 skilled nursing facilities, which
provide 24 hour, seven days a week and 365 days a year care to
patients who reside at those facilities.
In addition to the 16 skilled nursing facilities, the Debtors own
and operate one assisted living facility (which is Windsor Court
Assisted Living, LLC), one home health care center (which is S&F
Home Health Opco I, LLC), and one
hospice care center (which is S&F Hospice Opco I, LLC). The
Debtors do not own any of the real property upon which the
facilities are located.
Windsor Terrace Healthcare and 18 affiliates filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 23-11200) on Aug. 23,
2023. Two more affiliates, Windsor Sacramento Estates, LLC and
Windsor Hayward Estates, LLC, filed Chapter 11 petitions on Sept.
29.
At the time of the filing, Windsor Terrace Healthcare disclosed up
to $10 million in both assets and liabilities.
Judge Victoria S. Kaufman oversees the cases.
The Debtors tapped Levene, Neale, Bender, Yoo, and Golubchik, LLP
as bankruptcy counsel; Hooper, Lundy & Bookman, P.C. and Hanson
Bridgett, LLP as special counsels; and Province, LLC as financial
advisor. Stretto, Inc. is the Debtor's claims, noticing and
solicitation agent.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Troutman Pepper Hamilton Sanders, LLP is the Debtors' legal
counsel.
Jacob Nathan Rubin, the patient care ombudsman, is represented by
RHM Law, LLP.
XEROX CORP: Moody's Rates New 1st Lien Term Loan 'Ba1'
------------------------------------------------------
Moody's Investors Service assigned a Ba1 to the proposed issuance
of a backed senior secured first lien term loan by Xerox
Corporation and guaranteed by Xerox Holdings Corporation ("Xerox").
Net proceeds will be used to refinance the secured bridge loan
(unrated) that was raised at the end of September 2023 to
repurchase the shares held by Carl Icahn and affiliates. All
existing ratings and negative outlook of Xerox and subsidiary are
unchanged. The proposed issuance of the secured term loan is
largely leverage neutral given net proceeds will be used to
refinance the existing bridge loan.
RATINGS RATIONALE
Ratings and the outlook for Xerox are pressured by the challenge to
grow core printing and copier revenues and restore profit margins
given demand for office copiers and printers continue to face
secular decline and the competitive landscape among a few
deep-pocketed providers. Nevertheless, operating results through
3Q23 indicate steady demand for both higher end equipment models
offset by greater than expected weakness in EMEA as well as for
transactional post-sale revenues. Adjusted debt to EBITDA climbed
to roughly 3.8x pro forma for the share repurchase from 3.0x as of
June 2023; however, Moody's expects that leverage will decrease to
less than 3.5x in 2024 as debt is repaid with excess cash. Since
the beginning of 2023, Xerox has repaid $650 million of debt,
following $500 million of debt repayment in 2022.
Xerox's Ba2 CFR incorporates Moody's expectation that credit
metrics, including adjusted debt to EBITDA, will improve over the
next year as the company applies a portion of excess cash to debt
repayment and profit margins expand modestly. Free cash flow will
be supported by the company's strategy to conserve cash by
significantly reducing investments in Xerox's innovation portfolio
combined with the transition to external funding of equipment
financing receivables and cost efficiency initiatives. Prior to
2022, Xerox had earmarked up to $250 million for investment in new
ventures, but new investments have since been eliminated.
Despite secular and competitive pressures, Xerox's credit profile
is supported by the company's good market position in its core
mid-range print and document outsourcing markets as well as
positive adjusted free cash flow metrics. More than 70% of Xerox's
revenue is typically derived from post-sale activities that include
document outsourcing, managed print services, maintenance service,
supplies (toner and paper), and finance income which come with
higher operating margins and provide some revenue predictability.
The company has good liquidity, including $532 million of balance
sheet cash as of September 2023, positive free cash flow enhanced
by the transition to external equipment financing for a good
portion of the roughly $2.6 billion of remaining financing
receivables as of September, and increasing availability under the
ABL revolver (unrated) as outstanding advances are repaid over the
next year. Although the issuance of secured debt increases cash
interest payments by more than $40 million on a pre-tax basis
(lower impact after-tax), annual cash dividends are reduced by
roughly $34 million as a result of the repurchase of shares from
Carl Icahn and affiliates.
Xerox's governance risk profile has improved given the exit of
activist Carl Icahn who controlled 22% of outstanding shares and
the departure of board members who were selected by Carl Icahn.
Social risks remain elevated as the demand for office copiers and
printers continue to face secular decline reflecting substitution
of traditional physical copies with digital documents and the trend
to go paperless.
Moody's ranks the proposed secured term one notch above the CFR, or
two notches above the existing senior unsecured notes, given the
seniority of the secured term loan in the capital structure. The
new term loan is ranked behind the ABL revolver (unrated) and
existing secured debt (unrated, roughly $450 million as of
September 2023) given that the revolver benefits from a borrowing
base of eligible working capital assets and the existing secured
debt benefits from a self-liquidating pool of eligible finance
receivables. The new term loan is secured by a first lien on
substantially all assets of the borrower and its domestic
subsidiaries, including certain unencumbered finance receivables,
and a second lien on the ABL borrowing base collateral. The limited
notching of the new term loan incorporates secular pressures that
are impacting operating performance.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The negative outlook incorporates Moody's expectation that revenues
over the next year will decline in the low single-digit percentage
range reflecting secular challenges including declining physical
print volumes, partially offset by the steady demand for higher end
equipment models and increased pricing. The higher leverage arising
from the debt funded purchase of Carl Icahn's shares will likely
improve over the next 12 to 18 months through debt reduction and
margin improvement.
Free cash flow should benefit from significantly reduced
investments in Xerox's innovation portfolio and the transition to
external funding of equipment financing receivables. However, it
remains to be seen whether additional investments may be required
if Xerox underperforms from a top line or profitability standpoint.
The outlook incorporates Moody's expectation that there will be no
resumption of share repurchases until liquidity improves and
adjusted debt to EBITDA is maintained below 3.5x.
An upgrade is not likely in the near term given the negative
outlook. The outlook could be changed to stable if Xerox
demonstrates consistent annual revenue growth with improving credit
metrics including lower financial leverage, stable to improving
operating margins, and expanding free cash flow. A change in
outlook or an upgrade would also require conservative financial
discipline and ensuring classes of senior unsecured debt at Xerox
and Xerox Corporation will have similar instrument ratings. These
results would be evidenced by achieving and maintaining adjusted
operating margins in the low double-digit percentage range with
adjusted total debt to EBITDA of 2.5x as well as higher cash
balances and revolver availability.
Ratings could be downgraded if Xerox is unable to stabilize
revenues or if operating margins weaken. Downward rating actions
could also occur if liquidity deteriorates, demonstrated by a
reduction in cash balances, revolver availability of less than $200
million after 2024, or if Moody's expects adjusted debt to EBITDA
will not be sustained comfortably below 3.5x after 2024 or adjusted
free cash flow to debt will remain below 10%. Ratings could also be
downgraded if (i) the company funds share buybacks prior to
improving liquidity demonstrated by repaying all advances under the
ABL revolver and growing cash balances, (ii) classes of senior
unsecured debt at Xerox and Xerox Corporation have different
instrument ratings, or (iii) the asset quality of the finance
operations erodes.
As proposed, the new senior secured term loan is expected to
provide covenant flexibility that, if utilized, Moody's believes
could negatively impact creditors. The new term loan agreement
contains incremental debt capacity including unlimited pari passu
secured amounts so long as the first lien net leverage ratio does
not exceed 1.75x (as defined). In the case of issuing incremental
debt that comes with junior liens or is unsecured, the net leverage
ratio maximum increases to 2.50x or 3.50x, respectively. The term
loan agreement will allow for the transfer of assets to
unrestricted subsidiaries subject to "blocker" provisions (to be
determined) prohibiting the transfer of intellectual property. Only
wholly owned subsidiaries are required to act as subsidiary
guarantors, raising the risk that guarantees may be released
following a partial change in ownership, subject to protective
provisions to be determined. The term loan agreement provides some
limitations on up-tiering transactions, including the requirement
for the consent of 100% of the lenders for any contractual payment
or lien subordination on terms and exceptions to be determined. The
above are proposed terms and final provisions of the term loan
agreement may be materially different.
Xerox Holdings Corporation, based in Norwalk, CT, is a leader in
document processing systems and related supplies for enterprises
including SMBs, governmental entities, and Fortune 100 companies.
Revenues are generated primarily in the Americas and EMEA and
totaled $7.1 billion for LTM September 2023.
The principal methodology used in this rating was Diversified
Technology published in February 2022.
XPRESS MEDIA: Seeks to Hire Ozment Law as Bankruptcy Counsel
------------------------------------------------------------
Xpress Media Printing LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Ozment Law, PA
as its counsel.
The firm will render these services:
(a) give advice to the debtor with respect to its powers and
duties as a debtor in possession and the continued management of
its business operations;
(b) advise the debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;
(d) protect the interest of the debtor in all matters pending
before the court;
(e) represent the debtor in negotiation with its creditors in
the preparation of a plan.
Ozment Law is disinterested as required by 11 U.S.C. Sec. 327(a),
as disclosed in the court filings.
The firm can be reached through:
Drake Ozment, Esq.
OZMENT LAW, PA
2001 Palm Beach Lakes Blvd., Suite 500
West Palm Beach, FL 33409
Tel: (561) 689-6789
Email: ecf@drakeozment.com
About Xpress Media
Xpress Media owns a commercial building and adjacent parking lot
located at 400-420 S State Rd 7, Plantation, FL valued at $807,740.
The Debtor also owns another commercial building located at 748 NW
22 Rd, Ft Lauderdale, FL valued at $368,360.
Xpress Media Printing LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-18258) on Oct. 10, 2023. The petition was signed by Ricardo T.
Rutherford as manager. At the time of filing, the Debtor estimated
$1,179,000 in assets and $356,000 in liabilities.
Judge Laurel M. Isicoff presides over the case.
Drake Ozment, Esq. at OZMENT LAW, PA represents the Debtor as
counsel.
ZEROHOLDING LLC: Amends Newtek Secured Claim Pay Details
--------------------------------------------------------
Zeroholding, LLC, submitted a Third Amended Plan of Reorganization
dated October 24, 2023.
Through the Plan, Debtor proposes to pay $129,600 to unsecured
creditors over a 36-month time frame. There is a question as to
whether Newtek is a secured creditor in this case.
Newtek has raised an issue that they should be equitably subrogated
as a secured creditor because their loan was used to pay off
multiple secured creditors shortly before the Petition Date. Debtor
asserts that this litigation would spill over to a hypothetical
Chapter 7. The amount proposed to be paid to unsecured creditors
through the Plan is more than the value of the unencumbered vans.
The Debtor also has potential preference claims and avoidance
actions against various entities owned and/or controlled by Phillip
Miles. During the one year period immediately preceding the
Petition Date (the "Preference Period"), Debtor paid MEC Capital,
Inc. $90,400.00 more than it received. Debtor also paid Curepoint,
LLC $24,563.29 more than it received over the Preference Period.
Curepoint, LLC recently sold substantially all of its assets in a
court approved sale under 11 U.S.C. sec. 363. Curepoint, LLC
asserts an unsecured claim against Debtor for the entire amount of
the Newtek loan.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 3 shall consist of the Secured Claim of Newtek. Newtek filed
a proof of claim no. 7-1 for $3,431,842 (the "Newtek Claim"). To
secure its claim, Newtek asserts a first priority lien upon and
security interest in all Debtor's assets (the "Class 3 Collateral"
or the "Debtor's Assets"). Newtek asserts that it's secured claim
is $726,378 (the "Secured Class 3 Claim") under Section 506(a) of
the Bankruptcy Code. Newtek shall retain its lien on the Class 3
Collateral and the lien shall be valid and fully enforceable to the
same validity, extent and priority as existed on the Filing Date.
The Debtor shall pay the Secured Class 3 Claim amortized over a
120-month period with interest accruing at an annual rate of 3.75%
from the Effective Date with payment commencing on the 10th of the
month following the Effective Date and continuing on the 10th of
every subsequent month in the estimated amount of $7,268.23 until
the Secured Class 3 Claim is paid. Any payments in excess of the
monthly payment after the Effective Date shall be applied to the
principal balance of the Secured Class 3 Claim. Any payments made
prior to the Effective Date and post-petition shall be applied to
the principal balance of the Secured Class 3 Claim. The remaining
claim of $2,705,463.65 (the "Newtek Deficiency Claim") shall be
paid in full on the last day of the 120th month following the
Effective Date. The Newtek Deficiency Claim shall not accrue
interest.
As long as Debtor is not in default under the terms of Section 4.3
of the Plan (including Debtor's right to cure after appropriate
notice of default has been provided), Newtek shall be barred from
collecting against any guarantors or co-obligors on the Newtek
Claim. Newtek asserts a security interest in real property owned by
Phillip Miles (the "Miles' Real Property"). As to the Miles Real
Property, Newtek is free to enforce its lien against the Miles'
Real Property after the 5th anniversary of the Effective Date
("Enforcement Date"). Prior to the Enforcement Date, Mr. Miles may
sell or refinance the Miles' Real Property and pay any proceeds
over and above any superior liens on the Miles' Real Estate to
Newtek. Should Mr. Miles decide to refinance the Miles' Real
Property, Newtek is authorized to obtain an appraisal of the Miles'
Real Property. Mr. Miles may refinance the Miles' Real Property
based on the Newtek appraised value, and Newtek shall release its
lien on the Miles' Real Property after receiving an amount equal to
the difference between the appraised value and the amount necessary
to pay off any senior debt on the Miles' Real Property.
Class 8 shall consist of General Unsecured Claims. If the Plan is
confirmed under Section 1191(a) of the Bankruptcy Code, Debtor
shall pay the General Unsecured Creditors $129,600.00 in equal
quarterly installments commencing on the first day of the full
quarter immediately following the Effective Date and continuing on
the 1st day of each quarter through and including the 16th quarter
following the Effective Date. General Unsecured Creditors will
receive 16 disbursements totaling $129,600.00. Each installment
shall be $8,100.00.
If the Plan is confirmed under Section 1191(b) of the Bankruptcy
Code, Class 8 shall be treated the same as if the Plan was
confirmed under Section 1191(a) of the Bankruptcy Code. The Claims
of the Class 8 Creditors are Impaired by the Plan, and the holders
of Class 8 Claims are entitled to vote to accept or reject the
Plan.
The source of funds for the payments pursuant to the Plan is
Debtor's continued business operations.
A full-text copy of the Third Amended Plan dated October 24, 2023
is available at https://urlcurt.com/u?l=72XL1U from
PacerMonitor.com at no charge.
Attorney for Debtor:
Will B. Geer, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Zeroholding LLC
Zeroholding, LLC -- https://www.zeroreznashville.com/ -- is a
carpet cleaning company in Alpharetta, Ga.
Zeroholding filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
22-56502) on Aug. 14, 2022, with between $500,000 and $1 million in
assets and between $1 million and $10 million in liabilities. John
T. Whaley has been appointed as Subchapter V trustee.
Judge Jeffery W. Cavender oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's legal counsel.
[^] BOOK REVIEW: Dangerous Dreamers
-----------------------------------
Dangerous Dreamers: The Financial Innovators from Charles Merrill
to Michael Milken
Author: Robert Sobel
Publisher: Beard Books
Softcover: 271 pages
List Price: $34.95
Order your own personal copy at
http://www.beardbooks.com/beardbooks/dangerous_dreamers.html
"For the rest of his life, Milken will be accused of crimes for
which he was not charged and to which he did not plead guilty."
Milken is -- as anyone familiar with junk bonds and the scandals
surrounding them in the 1980s knows -- Michael Milken of the Drexel
Burnham banking and investment firm. In this book, noted business
writer Robert Sobel analyzes the Milken criminal case and the many
other phenomena of the period that lay the basis for the modern-day
financial industry. However, the author's perspective is broader
than the sensationalistic excesses and purported crimes of Milken
and his like. Sobel is interested in the individuals and businesses
that introduced and developed financial concepts, vehicles, and
transactions that increased the wealth of millions of average
persons.
Sobel's examination of the byplay between financial chicanery and
economic revitalization extends back to the Gilded Age of the
latter 1800s and early 1900s. This was a time when Jim Fisk, Jay
Gould, and others were making fortunes through skulduggery and
manipulation of the financial markets, while Cornelius Vanderbilt
and others were building the "world's finest railroad system."
Later, in the "Junk Decade of the 1980s," as Ivan Boesky and others
were reaping fortunes from "dubious" transactions, financial firms
such as Forstmann Little and Kohlberg Kravis Roberts "played major
positive roles in the largest restructuring of American industry
since the turn of the century."
While Sobel does not try to defend the excesses and illegalities of
individuals and companies, he basically sees the Milkens of the
world as "vehicles through which the phenomena of junk finance and
leveraged buyouts played themselves out." This was the
"Conglomerate Era." Mergers and acquisitions were at the center of
financial and economic activity, and CEOs at major corporations
were in competition to grow their corporations. Milken, Boesky, and
others provided the means for this end. However, it is important to
note that they did not originate the mergers and acquisition
phenomenon.
At first, Milken et al. were much appreciated by major corporations
and the financial industry. However, when mergers and acquisition
excesses began to bear sour fruit, Milken and his company Drexel
Burnham took the brunt of public indignation. The government's
search for villains then began.
Sobel examines the ripple effects of financial innovators who
became financial pariahs. Milken's journey, for example, cannot be
unraveled from that of a company such as Beatrice. Starting in
1960, the food company Beatrice started making large-scale
acquisitions. CEO Williams Karnes, who "ran a tight, lean ship,
with a small office staff," was succeeded by corporate heads who
brought in corporate jets and limousines, greatly increased staff,
and moved into regal office space. James Dutt of Beatrice is
singled out as symptomatic of the heedless mindset that crept into
corporate America in the 1980s.
Sobol's tale of the complexities and ambivalence of this
transitional period is bolstered by memorable portraits of key
players and companies. In so doing, he demonstrates once more why
he has long been recognized as one of the country's most important
business writers.
About the Author
Robert Sobel was born in 1931 and died in 1999. He was a prolific
historian of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles. He was a
professor of business at Hofstra University for 43 years and held a
Ph.D. from New York University. Besides producing books, articles,
book reviews, scripts for television and audiotapes, he was a
weekly columnist for Newsday from 1972 to 1988. At the time of his
death he was a contributing editor to Barron's Magazine.
*********
Monday's edition of the TCR delivers a list of indicative prices
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are not intended to reflect actual trades. Prices for actual
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insolvent balance sheets whose shares trade higher than $3 per
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then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***