/raid1/www/Hosts/bankrupt/TCR_Public/231109.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, November 9, 2023, Vol. 27, No. 312
Headlines
21ST CENTURY: Maria Yip Named Subchapter V Trustee
634 WILSON: Court OKs Deal on Cash Collateral Access
8515 RIVER ROAD: Case Summary & Two Unsecured Creditors
9250 BIG HORN: Voluntary Chapter 11 Case Summary
A1 PROPERTIES: Seeks to Tap Evans & Mullinix as Bankruptcy Counsel
AC NW RETAIL: Taps Kirby Aisner & Curley as Substitute Counsel
ACADEMIA SANTA: Hires Licenciado Carlos Alberto as Counsel
ADVOCATE HEALTH: Unsecureds to Get $5K per Year for 5 Years
AEROCISION PARENT: Bank Says Hedge Fund Undercuts Chapter 11
AF LIQUIDATION: Taps Omni Agent Solutions as Administrative Agent
ALAFIA HOLDINGS: Hires Chidi Onukwugha as Bankruptcy Counsel
ALL AMERICA TRADING: Unsecureds to Recover 100% in 32 Months
ALL AMERICA TRADING: Wins Cash Collateral Access Thru Dec 12
ALPACKA GROUP: Case Summary & 17 Unsecured Creditors
ALTAGAS LTD: S&P Rates New Fixed-To-Fixed Rate Sub Notes 'BB'
AMAG ENTERPRISES: Unsecured Creditors to Split $10K over 5 Years
AMERIFIRST FINANCIAL: Committee Taps Morris as Legal Counsel
ANAGRAM HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
ARCIMOTO INC: Christina Cook Quits as CFO; Interim CFO Named
ARCLINE FM: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
ASHFORD HOSPITALITY: Releases Preliminary Q3 2023 Results
ASK FOR COOL: Seeks to Hire Lorium PLLC as Bankruptcy Counsel
ATLAVARIA: Moody's Cuts CFR to Caa1, Outlook Stable
AVENTIV TECHNOLOGIES: Moody's Cuts CFR to Caa3, Outlook Neg.
AYALA PHARMACEUTICALS: Israel Biotech Fund Reports Equity Stake
BCP V EVERISE: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
BCP V EVERISE: S&P Alters Outlook to Positive, Affirms 'B-' ICR
BEASLEY BROADCAST: Reports 2023 Q3 Financial Results
BENFIELD REAL ESTATE: Elizabeth Smith Represents CTF & Guido
BENITAGO INC: Court OKs Cash Collateral Access Thru Nov 16
BENITAGO INC: Official Committee Files Verified Statement
BITNILE METAVERSE: Changes Name to 'RiskOn International'
BITNILE METAVERSE: Falls Short of Nasdaq Bid Price Requirement
BLACKRIDGE CONSTRUCTION: Cohen, Weiss Advises the Union and Funds
BUCKEYE PARTNERS: S&P Rates New $1.0BB Secured Term Loan B 'BB+'
CAN B CORP: Sells $156,250 Promissory Note to Walleye
CHARTER COMMUNICATIONS: Moody's Rates New Sr. Secured Notes 'Ba1'
CHATTAN 1379: Unsecured Creditors to Get Nothing in Plan
CLUBCORP HOLDINGS: Moody's Cuts CFR to Caa2, Outlook Negative
COLLEGE SQUARE: Seeks to Hire Jason Ward Law as Bankruptcy Counsel
COMMSCOPE: Unsecured Creditors Tap Akin Gump as Earnings Decline
DIRECTBUY HOME: Seeks to Hire Stretto as Administrative Advisor
DIVERSIFIED HEALTHCARE: In Talks with Lenders to Relax Loan Terms
E.W. GRADING: Joseph Frost of Buckmiller Named Subchapter V Trustee
EASTERN POWER: S&P Affirms 'B' Rating on Sr. Secured Term Loan B
ECHO GLOBAL: Moody's Lowers CFR to 'B3', Outlook Stable
EMERALD COAST: S&P Lowers LongTerm Rating on 2015A-1 Bonds to 'CC'
ENTRADA DEVELOPMENT: Voluntary Chapter 11 Case Summary
FORUM ENERGY: S&P Upgrades ICR to 'B' on Improved Credit Measures
FOX TWO: Case Summary & 20 Largest Unsecured Creditors
FREEDOM LAB: Edward Burr Named Subchapter V Trustee
FTX GROUP: Hedge Fund Sues Buyer After Reneging on $12M Deal
FTX GROUP: SBF Drops Legal Costs Suit Against Excess Insurer
FTX GROUP: SBF Faced A Mountain of Evidence During Trial
FTX TRADING: Liquid Meta Enters Into Assignment of Claim Agreement
GENESIS GLOBAL: Nears Chapter 11 Disclosure Approval
GLOBAL BANK: Moody's Alters Outlook on Ba1 Deposit Ratings to Neg.
GLOBAL SOURCING: Case Summary & 20 Largest Unsecured Creditors
GOLDEN INDUSTRIAL: Seeks to Tap Landrau Rivera & Assoc. as Counsel
GRAYSON REAL: Hires Iron Horse Commercial as Real Estate Broker
GSE SYSTEMS: Nasdaq Panel Schedules Hearing for Feb. 1
HART INC: Unsecured Creditors to Split $500K in Subchapter V Plan
HAWAIIAN HOLDINGS: Incurs $48.7 Million Net Loss in Third Quarter
HEART O'GOLD: Disposable Income to Fund Plan Payments
HELIUS MEDICAL: Columbus Capital Reports 9.6% Equity Stake
HERTZ CORP: Fitch Alters Outlook on 'B' LongTerm IDR to Negative
HERTZ CORP: Moody's Rates New $400MM Incremental Loan 'Ba3'
HILCORP ENERGY I: Moody's Rates New Senior Unsecured Notes 'Ba2'
HILTON GRAND: Fitch Affirms 'BB' Issuer Default Rating
IMEDIA BRANDS: Amends Chapter 11 Plan & Disclosure Statement
INTELIGLAS CORPORATION: Hires Saul Ewing LLP as Co-Counsel
IRON EAGLE: Case Summary & 20 Largest Unsecured Creditors
JAMES PINE: Seeks to Hire Kasen & Kasen as Bankruptcy Counsel
JAMES R SMITH: Seeks to Hire Orville & McDonald Law as Counsel
JDUB'S BREWING: Taps Andrew Yurasko as Marketing and Sales Agent
KIDDE-FENWAL: Ad Hoc Committee's Fees OK'd via Sec. 363
KIDDE-FENWAL: Saccullo & Kelley Update List of Government Claimants
KORO KORO: Files Emergency Bid to Use Cash Collateral
LEGACY CARES: Has Deal on Cash Collateral Access
LUMEN TECHNOLOGIES: Gets $110-Million U.S. Defense Contract
MILLRIDGE INVESTMENTS: Seeks to Hire 24:15 Realty as Broker
MOLEKULE GROUP: Seeks to Hire Marbury Law Group as Special Counsel
MUELLERS AUTO: Seeks to Hire Reilly, Creppage & Co. as Accountant
NEPTUNE BIDCO US: Fitch Affirms 'B+' IDR, Outlook Stable
NWR CONSTRUCTION: Seeks to Tap David Freydin as Bankruptcy Counsel
OPEN TEXT: Fitch Affirms 'BB+' LongTerm IDR, Outlook Negative
OSMOSIS HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable
OUTFRONT MEDIA: Moody's Rates New $400MM Notes Due 2031 'Ba1'
OUTFRONT MEDIA: S&P Lowers Unsecured Debt Rating to 'B'
PALACE AT WASHINGTON: Available Cash & Income to Fund Plan
PANTHEON GASTRONOMY: Selling Assets to M J Wheeler for $67,331
PAO BAY INVESTMENT: Gets OK to Tap Harbor Realty as Broker
PARAMETRIC SOLUTIONS: Seeks to Tap McAuliffe Law as Special Counsel
PEACE EQUIPMENT: Amends Plan to Include Sumitomo Claims Pay
PEACOCK JEWELERS: Seeks to Tap Lefkovitz & Lefkovitz as Counsel
POWER BRANDS: Hires Munger Tolles & Olson LLP as Special Counsel
PRINCESS PORT: Case Summary & One Unsecured Creditor
PROS HOLDINGS: Q3 2023 Investor Presentation Filed
PROS HOLDINGS: Reports Third Quarter 2023 Financial Results
PWP INVESTMENTS: Seeks to Hire eXp Reality as Real Estate Broker
Q.Y. TANG'S HWA: Taps White & Wolnerman as Bankruptcy Counsel
QST INGREDIENTS: Unsecureds to Get 0.62 Cents on Dollar in Plan
QURATE RETAIL: Maffei Reports 1.3% and 89.5% Equity Stake
RAPID METALS: Seeks Court Nod to Sell Vehicles for $80,000
RED ROOF: Seeks Cash Collateral Access
REVITALID PHARMACEUTICAL: Hires Ernst & Young as Financial Advisor
REVITALID PHARMACEUTICAL: Hires Kroll as Administrative Advisor
REVITALID PHARMACEUTICAL: Seeks to Tap Ducera as Investment Banker
REVITALID PHARMACEUTICAL: Seeks to Tap Ropes & Gray LLP as Counsel
REVITALID PHARMACEUTICAL: Taps Richards Layton & Finger as Counsel
RICHMOND HOSPITALITY: Hires PKF O'Connor Davies as Accountant
RISING STAR: Joli Lofstedt Named Subchapter V Trustee
ROCKHOUSE LIVE: Case Summary & 20 Largest Unsecured Creditors
S VALLEY: Seeks Cash Collateral Access
SALEM MEDIA: Extends Forbearance Pact With Lenders Until Nov. 27
SECURED COMMUNICATIONS: Unsecureds to Recover 5% to 6% in Plan
SHIFT TECHNOLOGIES: Seeks to Tap AlixPartners as Financial Advisor
SHREE RADHA: Hires Law Offices of Allen A. Kolber as Counsel
SMILEDIRECTCLUB INC: First $20 Million of DIP Loan Gets Final Nod
SOLOMON ENTERPRISES: Hires Michael L. Previto as Legal Counsel
SONIDA SENIOR: Receives $4 Million from Sale of Common Stock
SORRENTO THERAPEUTICS: Sale of ImmuneOncia Patents OK'd
SPECIALTY DENTAL: Trustee Hires Prosperident Inc. as Accountant
SPIRIT AIRLINES: Incurs $157.6 Million Net Loss in 2023 Q3
SPROUT MORTGAGE: Trustee Taps Kantrow Law Group as Counsel
STEELFUSION CLINICAL: Case Summary & 20 Top Unsecured Creditors
TANTUM COMPANIES: McGuire, Wood Represents 3 Lessors
TEGNA INC: Adopts Executive Officer Cash Severance Policy
TEXAS CAPITAL: Moody's Affirms Ba2(hyb) Preferred Stock Rating
TORI BELLE COSMETICS: Hires James E. Dickmeyer P.C. as Counsel
TORTOISEECOFIN BORROWER: Moody's Cuts CFR to Ca, Outlook Stable
TRINSEO PLC: Reports Q3 Financial Results, Updates 2023 Outlook
VBI VACCINES: Falls Short of Nasdaq Minimum Bid Price Requirement
VIASAT INC: Cuts 10% of Global Workforce, Expects $45MM Charge
VIRGIN GALACTIC: To Cut Workforce to Slash Costs
VTV THERAPEUTICS: Reno Pharma Agrees to Buy Back Shares for $4.4MM
WEWORK COS: S&P Downgrades ICR to 'D' on Bankruptcy Filing
WEWORK INC: Case Summary & 30 Largest Unsecured Creditors
WEWORK INC: In Chapter 11 Just 3 Years After $47B Valuation
WEWORK INC: NYSE to Commence Delisting Proceedings
WINDSOR TERRACE: Hires DJK Counsel Ltd. as Special Counsel
[*] Burns & Levinson Attorneys Named to 2024 Lawdragon 500
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
21ST CENTURY: Maria Yip Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 21 appointed Maria Yip, a certified
public accountant and managing partner at Yip Associates, as
Subchapter V trustee for 21st Century Construction Tech, LLC.
Ms. Yip will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Yip declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Maria M. Yip
2 S. Biscayne Blvd., Suite 2690
Miami, FL 33131
Tel: (305) 569-0550
Email: myip@yipcpa.com
About 21st Century Construction Tech
21st Century Construction Tech, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-18657) on Oct. 23, 2023, with $100,001 to $500,000 in both
assets and liabilities.
Judge Peter D. Russin oversees the case.
Robert A. Gusrae, Esq., at The Law Offices of Robert A Gusrae
represents the Debtor as bankruptcy counsel.
634 WILSON: Court OKs Deal on Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 634 Wilson Ave, LLC and affiliates to use cash
collateral on a final basis in accordance with its agreement with
U.S. Bank.
The Debtor requires the use of cash collateral to continue to
operate its business and preserve its estate.
On December 4, 2018, the Debtor executed an Amended and Restated
Multifamily Note in favor of Greystone Servicing Corporation, Inc.
In order to secure the obligations due to US Bank under the Amended
Note, on December 4, 2018, the Debtor granted Greystone a senior
lien on its Property pursuant to a Consolidation, Extension and
Modification Agreement. As additional security, on December 4,
2018, the Debtor granted Greystone a security interest in all of
its non-real property assets pursuant to a Multifamily Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture
Filing.
The Debtor's obligations under the Loan Documents are secured by,
among other things, first priority liens on substantially all of
the Debtor's property.
On March 21, 2018, Greystone assigned all of its right, title and
interest in and to the Loan Documents and the liens and security
interests conveyed thereunder to Federal Home Loan Mortgage
Corporation, which assignments have been memorialized by allonges
and Assignments of Mortgages.
On July 5, 2018, FHLMC assigned all of its right, title and
interest in and to the Loan Documents and the liens and security
interests conveyed thereunder to US Bank, which assignments have
been memorialized by allonges and Assignments of Mortgages.
US Bank holds valid, binding, and perfected liens on and security
interests in all of the Collateral.
US Bank asserts that $2,534,682 is due and owing under the Amended
Note as of the Petition Date. On August 21, 2023, U.S. Bank filed a
Proof of Claim with respect to the Prepetition Debt.
Before the Petition Date, the Debtor defaulted under the Loan
Documents, including by failing to pay monthly installments of debt
service commencing on September 1, 2021. On February 9, 2022, US
Bank caused a Notice of Default, Acceleration, and Demand for
Payment to be delivered to the Debtor.
US Bank commenced an action against the Debtor in the United States
District Court, Eastern District of New York, to foreclose the CEMA
and related Loan Documents encumbering the Property. Ian Lagowitz
was appointed as the receiver for the Property in the Foreclosure
Action, who took possession of the Property and collected rents
therefrom.
US Bank has consented to the use by the Debtor of cash collateral
from and including the Petition Date to and including the
Termination Date to pay the Debtor's ordinary and necessary
administrative expenses.
These events constitute an "Event of Default":
(i) use of cash collateral in excess of the permitted variance
of the Budget,
(ii) failure to timely make any payment required by the
Stipulation and Order when due, including the Adequate Protection
Payments, real property taxes, or insurance premiums, or
(iii) committing an Event of Default under the Loan Documents,
other than as modified by this Stipulation and Order or any
existing pre-Petition Date defaults.
The Debtor's right to use cash collateral will immediately upon the
earliest to occur of the following:
(i) entry of an order by the Court confirming a chapter 11
plan or plans;
(ii) the entry of an order dismissing the Debtor's Bankruptcy
Case;
(iii) the entry of an order converting the respective the
Debtor's Bankruptcy Case to a case under Chapter 7;
(iv) the entry of an order appointing a chapter 11 trustee,
examiner, or other fiduciary with respect to the Debtor's
bankruptcy estates or the Debtor's real property;
(v) entry of an order granting relief from the automatic stay
provided under 11 U.S.C. section 362(a) entered on request of any
entity other than US Bank holding a lien and security interest in
any of the Debtor's assets having an aggregate value in excess of
$10,000;
(vi) a Debtor's failure to timely cure an Event of Default;
(vii) the cessation of business by the Debtor or if the Debtor
is prevented from conducting business in the ordinary course;
(viii) any of the financial information provided by the Debtor
to US Bank is materially inaccurate;
(ix) the failure by Debtor to deliver to US Bank any of the
documents or other information required to be delivered pursuant to
the Stipulation and Order when due and the continuation of such
failure for three Business Days;
(x) the failure by the Debtor to maintain and preserve the
Property;
(xi) the failure by the Debtor to maintain adequate insurance
under the Loan Documents;
(xii) the failure by the Debtor to observe or perform any of
the terms or provisions contained herein, and the continuation of
such failure for two Business Days; or
(xiii) entry of an order reversing, vacating, or otherwise
amending, supplementing or modifying the Stipulation and Order to
which U.S. Bank has not consented.
As adequate protection, U.S. Bank is granted valid, perfected, and
enforceable first-priority security interests in and liens on all
of the property, assets and rights of the Debtor.
As additional adequate protection for any Diminution, U.S. Bank
will have a super priority administrative expense claim pursuant to
section 507(b) of the Bankruptcy Code, which claim will have
priority over all other administrative expenses allowable under the
Bankruptcy Code.
The Replacement Liens and Super Priority Claim granted to U.S. Bank
under this Stipulation and Order will be subject to: (i) United
States Trustee fees due from the Debtor pursuant to 28 U.S.C.
section 1930 and interest pursuant to 31 U.S.C. section 3717; (ii)
Professional Fees and disbursements incurred and to be incurred by
the retained professionals of the Debtor and any Official Committee
of Unsecured Creditors, less any retainers received by such
professionals; (iii) the payment of any claim of any subsequently
appointed Chapter 7 Trustee to the extent of $10,000; and (iv)
estate causes of action and the proceeds of any recoveries of
estate causes of action under Chapter 5 of the Bankruptcy Code.
As additional adequate protection for the Debtor's use of cash
collateral, the Debtor will pay to US Bank, for each month
beginning on the Petition Date, and thereafter on the first day of
each consecutive month, to be applied to US Bank's allowed secured
claim, a payment of principal and interest, at the contract rate of
interest under the Loan Documents, i.e., $10,904, or if the Debtor
does not have sufficient cash reserves to remit the Contractual
Payment, then a payment of interest only the contract rate of
interest under the Loan Documents, i.e., $8,219.
A copy of the final order is available at
https://urlcurt.com/u?l=WfOIyA from PacerMonitor.com.
About 634 Wilson Ave LLC
634 Wilson Ave LLC, et al., own multi-family properties in
Brooklyn, New York.
634 Wilson Ave LLC, along with affiliates 221 Himrod ST LLC,
867-871 Knickerbocker LLC, 299 Throop Ave LLC, 1427 43 ST LLC,
sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No.
23-41156) on April 4, 2023. In the petition filed by Zalmen
Wagschal, as sole member, the Debtor reported assets and
liabilities between $1 million and $10 million each.
The Honorable Bankruptcy Judge Jil Mazer-Marino handles the cases.
The Debtors are represented by Erica Feynman Aisner, Esq. at
KirbyAisner & Curley LLP.
8515 RIVER ROAD: Case Summary & Two Unsecured Creditors
-------------------------------------------------------
Debtor: 8515 River Road PS LLC, a Series of RRED HC, LLC
8511 River Rd
New Braunfels, TX 78132-3127
Chapter 11 Petition Date: November 6, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-51538
Judge: Hon. Michael M. Parker
Debtor's Counsel: Ronald Smeberg, Esq.
THE SMEBERG LAW FIRM
4 Imperial Oaks
San Antonio TX 78248-1609
Tel: (210) 695-6684
Email: ron@smeberg.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Kane as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/XSKJUPY/8515_River_Road_PS_LLC_a_Series__txwbke-23-51538__0001.0.pdf?mcid=tGE4TAMA
9250 BIG HORN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 9250 Big Horn Holdings, Inc.
9250 Big Horn Blvd., Suite 100
Elk Grove, CA 95758
Business Description: The Debtor is part of the residential
building construction industry.
Chapter 11 Petition Date: November 7, 2023
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 23-23996
Debtor's Counsel: Gabriel E. Liberman, Esq.
LAW OFFICES OF GABRIEL LIBERMAN, APC
1545 River Park Drive., STE 530
Sacramento, CA 95815
Tel: 916-485-1111
Fax: 916-485-1111
Email: attorney@4851111.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mahmoud Khattab as president.
The Debtor said it no unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/R4QPPVI/9250_Big_Horn_Holdings_Inc__caebke-23-23996__0001.0.pdf?mcid=tGE4TAMA
A1 PROPERTIES: Seeks to Tap Evans & Mullinix as Bankruptcy Counsel
------------------------------------------------------------------
A1 Properties KC LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Missouri to employ Evans & Mullinix, PA
to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Colin N. Gotham $350
Paralegals $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer totaling $21,738 from the Debtor.
Colin Gotham, Esq., an attorney at Evans & Mullinix, 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:
Colin N. Gotham, Esq.
Evans & Mullinix, PA
7225 Renner Road, Suite 200
Shawnee, KS 66217
Telephone: (913) 962-8700
Facsimile: (913) 962-8701
Email: cgotham@emlawkc.com
About A1 Properties KC
A1 Properties KC LLC filed a voluntary petition for Chapter 11
protection (Bankr. W.D. Mo. Case No. 23-41518) on Oct. 30, 2023,
listing up to $50,000 in estimated assets and up to $1 million in
estimated liabilities.
Judge Brian T. Fenimore oversees the case.
Colin N. Gotham, Esq., at Evans & Mullinix, PA serves as the
Debtor's counsel.
AC NW RETAIL: Taps Kirby Aisner & Curley as Substitute Counsel
--------------------------------------------------------------
AC NW Retail Investment, LLC and Armstrong New West Retail, LLC
seek approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ Kirby Aisner & Curley LLP as
counsel.
The Debtors require legal counsel to:
(a) Give advice with respect to the powers, duties and
responsibilities of the Debtors in the continued management of
their property and affairs;
(b) Negotiate with creditors of the Debtors 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 and represent the
Debtors in all matters pending before the court;
(e) Attend meetings and negotiate with representatives of
creditors and other parties involved in the Debtors' Chapter 11
cases;
(f) Advise the Debtors in connection with any potential
refinancing of secured debt and any potential sale of the business
and their assets;
(g) Represent the Debtors in connection with obtaining
post-petition financing;
(h) 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 Debtors.
The hourly rates of the firm's counsel and staff are as follows:
Partners $475 - $575
Associates $295
Law Clerks $200
Paraprofessionals $150
In addition, the firm will seek reimbursement for expenses
incurred.
The firm requested a retainer of $50,000.
Julie Cvek Curley, Esq., a partner at Kirby Aisner & Curley,
disclosed in a court filing that her firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Julie Cvek Curley, Esq.
Kirby Aisner & Curley, LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Telephone: (914) 401-9500
Email: jcurley@kacllp.com
About AC NW Retail Investment and
Armstrong New West Retail
Armstrong New West Retail, LLC owns a commercial condominium unit
located at 250 West 90th St., N.Y. The property is a
20,000-square-foot space that was occupied by Atlantic and Pacific
Tea Company until March 2016 under its Food Emporium brand.
Armstrong is 100% owned by AC NW Retail Investment, LLC, which is
100% owned by Benjamin Ringel.
AC NW Retail Investment and Armstrong New West Retail filed Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 16-23085 and 16-23086) on
Aug. 9, 2016. Benjamin Ringel, sole equity member, signed the
petitions.
At the time of the filing, AC NW Retail estimated its assets at $10
million to $50 million and liabilities at $1 million to $10
million. Armstrong estimated its assets and liabilities at $10
million to $50 million.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Julie Cvek Curley, Esq., at Kirby Aisner &
Curley LLP as bankruptcy counsel and the Law Offices of Lawrence J.
Berger, P.C. as special real estate tax counsel.
ACADEMIA SANTA: Hires Licenciado Carlos Alberto as Counsel
----------------------------------------------------------
Academia Santa Teresita De Naranjito, Inc. seeks approval from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Licenciado Carlos Alberto Ruiz, LLC to handle its Chapter 11 case.
The firm will be paid at its hourly rate of $275, plus actual and
necessary expenses.
Carlos Ruiz Rodriguez, Esq., an attorney at Licenciado Carlos
Alberto Ruiz, 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:
Carlos A. Ruiz Rodriguez, Esq.
LICENCIADO CARLOS ALBERTO RUIZ, LLC
P.O. Box 1298
Caguas, PR 00726
Telephone: (787) 286-9775
Email: carlosalbertoruizquiebras@gmail.com
About Academia Santa Teresita De Naranjito, Inc.
Academia Santa Teresita De Naranjito, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D.P.R. Case No. 23-03352) on October
17, 2023, disclosing under $1 million in both assets and
liabilities.
The Debtor is represented by Licenciado Carlos Alberto Ruiz, LLC.
ADVOCATE HEALTH: Unsecureds to Get $5K per Year for 5 Years
-----------------------------------------------------------
Advocate Health Partners, LLC, filed with U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization dated
October 30, 2023.
Debtor was established in 2019 by Dr. Christopher Gleis. Dr. Gleis
is the 100% sole owner of the Debtor, which operates as a health
care service provider in Palm Harbor, FL.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of approximately $32,912.00
per month on average which is not including the payment to secured
and unsecured creditors. Note that the Debtor's projection includes
a payment to unsecured creditors of $5,712.53 per year as a minimum
distribution, which is accounted for as an expense in the
projections.
Thus, Debtor is proposing to pay 100% over 5 years to general
unsecured creditors based on the projections. Income projections
are never going to be 100% accurate because the future is
uncertain. Therefore, while the Debtor is committed to providing
all disposable income over the 5-year plan pursuant to the Code,
Debtor's income is subject to the fluctuation and Debtor in good
faith believes it can pay $5,172.53 annually to the unsecured
creditors.
The final Plan payment is expected to be paid on December 1, 2028.
Class 8 is comprised of all Allowed Unsecured Claims not otherwise
classified under the Plan. The total amount of unsecured non
disputed, allowed claims is approximately $26,182. Class 8
consists of the following: Wells Fargo Financial Leasing, Inc.
(Claim 05) in the amount of $5,326; and Henry Schein, Inc. (Claim
08) in the amount of $8,954.
Payments will be quarterly commencing on the second quarter
following the Effective Date of the Plan and continuing quarterly
for 5 years. The Debtor shall distribute to each holder of an
allowed Class 8 Claim their complete claim at 0.00% interest. This
Class is impaired.
Dr. Christopher Gleis owns 100% of the Debtor's outstanding shares
and will retain his ownership interest in the Debtor.
Post Confirmation, all plan payments will be funded by the ongoing
operations of the Debtor's business and cash flow in accordance
with the projections. The Debtor will continue to be owned and
operated by Dr. Christopher Gleis.
A full-text copy of the Plan of Reorganization dated Oct. 30, 2023
is available at https://urlcurt.com/u?l=mCl3uZ from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Jake C. Blanchard, Esq.
Blanchard Law, PA
8221 49th Street N.
Pinellas Park, FL 33781
Telephone: (727) 531-7068
Facsimile: (727) 535-2068
Email: jake@jakeblanchardlaw.com
About Advocate Health Partners
Advocate Health Partners, LLC, is family owned and operates as a
health-care service provider in Palm Harbor, Florida. The Debtor
filed a petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-03307) on Aug. 1, 2023, with up to
$10 million in both assets and liabilities.
Judge Catherine Peek McEwen oversees the case.
Jake C. Blanchard, Esq., at Blanchard Law, PA, serves as the
Debtor's counsel.
AEROCISION PARENT: Bank Says Hedge Fund Undercuts Chapter 11
------------------------------------------------------------
Clara Geoghegan of Law360 reports that Citizens Bank said the hedge
fund owner of bankrupt airplane parts maker AeroCision reneged on
its approval of prepackaged Chapter 11 plans, forcing the company
to auction and costing Citizens more than $5 million, according to
an adversary action filed in Delaware bankruptcy court.
The lawsuit is Citizens Bank, N.A., as Administrative Agent v.
Liberty Hall Capital Partners Fund I, L.P., Adv. Pro No. 23-50755
(Bankr. D. Del. Case No. 23-bk-11032).
About AeroCision Parent
AeroCision Parent, LLC and affiliates are are part of an
organization known as Bromford Group, a global manufacturing
business in the aerospace, defense, and power generation industry
that was founded in the United Kingdom in 1973. Bromford supplies
turbine engine and related components to all major OEM's, including
many of the industry's most prominent manufacturers, like General
Electric Aviation, Pratt & Whitney, and Rolls Royce, among others.
The manufacturers use Bromford's components to manufacture engines
for aircraft and other vehicles.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31,
2023. In the petition signed by David Nolletti, chief restructuring
officer, the Debtor disclosed up to $500 million in both assets and
liabilities.
Judge Karen B. Owens oversees the case.
Young Conaway Stargatt & Taylor, LLP represents the Debtors as
legal counsel, Riveron Consulting, LLC as restructuring advisor,
Jefferies LLC as investment banker, and Epiq Corporate
Restructuring, LLC as notice, claims, solicitation and balloting
agent and administrative advisor.
AF LIQUIDATION: Taps Omni Agent Solutions as Administrative Agent
-----------------------------------------------------------------
AF Liquidation, Inc., formerly known as AeroFarms, Inc., and its
affiliates seek approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Omni Agent Solutions as
administrative agent.
The Debtor requires an administrative agent to:
(a) Assist with, among other things, solicitation, balloting
and tabulation of votes, and preparation of any related reports;
(b) Prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) Assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) Provide a confidential data room, if requested;
(e) Manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) Provide other processing, solicitation, balloting, and
administrative services.
The hourly rates of Omni's professionals are as follows:
Analyst $45 - $75
Consultants $75 - $195
Senior Consultants $200 - $240
Solicitation and Securities Services $250
Technology/Programming $85 - $155
In addition, the firm will seek reimbursement for expenses
incurred.
The retainer fee is $20,000.
Paul Deutch, the executive vice president of Omni Agent Solutions,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Paul H. Deutch
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Telephone: (818) 906-8300
About AF Liquidation
AF Liquidation, Inc., formerly known as AeroFarms, Inc., is engaged
in large-scale commercial indoor vertical farming, using
proprietary aeroponic technology to grow differentiated leafy
greens products while using up to 95 percent less water and zero
pesticides. AeroFarms operates two commercial farms, which are
located in Danville, Virginia and Newark, New Jersey, where they
also have their Company headquarters.
AF Liquidation and affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10737) on
June 8, 2023. In the petitions signed by Guy Blanchard, president
and chief executive officer, AeroFarms reported $100 million to
$500 million in assets and $50 million to $100 million in
liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped DLA Piper LLP (US) as general bankruptcy
counsel, CloudPoint Capital LLC as investment banker, and ICR, LLC
as communications and consulting services provider. Omni Agent
Solutions is the claims, noticing and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. Fox
Rothschild, LLP and Dundon Advisers, LLC serve as the committee's
legal counsel and financial advisor, respectively.
ALAFIA HOLDINGS: Hires Chidi Onukwugha as Bankruptcy Counsel
------------------------------------------------------------
Alafia Holdings III Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ Chidi Onukwugha, Esq.,
an attorney practicing in Laurel, Maryland, as its legal counsel.
The Debtor requires the attorney to:
(a) give advice with respect to the Debtor's powers and duties
in the operation of its business and the management of its
properties;
(b) prepare legal papers;
(c) assist in analysis and representation with respect to
lawsuits to which the Debtor is or may be a party;
(d) negotiate, prepare, file and seek confirmation of a plan
of reorganization;
(e) represent the Debtor at court hearings, meetings of
creditors and other proceedings; and
(f) perform all other legal services for the Debtor.
The Debtor has agreed to pay a discounted flat fee of $1,000 for
bankruptcy services.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
Mr. Onukwugha holds office at:
Chidi Onukwugha, Esq.
Onukwugha & Associates
14440 Cherry Lane Court, Suite 112
Laurel, MD 20707
Telephone: (410) 336-2823
Email: attorneyonukwugha@gmail.com
About Alafia Holdings
Alafia Holdings III Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No.
23-17234) on Oct. 8, 2023, with $500,001 to $1 million in assets
and $100,001 to $500,000 in liabilities.
Judge Michelle M. Harner oversees the case.
Chidiebere Onukwugha of Onukwugha & Associates, LLC represents the
Debtor as legal counsel.
ALL AMERICA TRADING: Unsecureds to Recover 100% in 32 Months
------------------------------------------------------------
All America Trading, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Subchapter V Plan of
Reorganization.
AAT exports bananas globally. It operates virtually out of Orange
County, Florida, where the principal of the Debtor, Mudar Mahmoud,
resides.
Prior to the Petition Date, the Debtor's business was adversely
impacted by: (i) the COVID-19 epidemic; and (ii) a change in the
rules limiting non-native imports into the country of Jordan at a
time when a large portion of the Debtor's customer base was in
Jordan. Because AAT needed to access quick cash, it entered into
usurious agreements with several MCA lenders which severely
hindered its business operations.
The instant Subchapter V case plan will enable the Debtor to repay
and restructure all its debt within 32 months of the Effective Date
of the Plan as the Debtor continues to diversify its customer base
and increase revenue.
This Plan provides for one (1) class of priority unsecured
creditors; one (1) class of nonpriority unsecured creditors, and
one (1) class of equity security holders. Creditors will be paid
from the net proceeds of the operations of the Debtor's business,
its projected cumulative disposable income. Allowed non-priority
unsecured claims are projected to be paid in full (100%) under this
Plan. This Plan also provides for the payment of administrative and
priority claims.
Class 2 consists of all non-priority unsecured claims. Only one
non-priority unsecured creditor listed in the Debtor's schedules
filed a timely proof of claim: The Fundworks, LLC. Although the
Debtor listed other potential non-priority unsecured creditors in
its schedules, such claims were marked as "disputed." Since no
timely proofs of claims were filed by the creditors holding the
"disputed" claims, no plan payments will be made to those
creditors.
All but one of those disputed claims (PNC Bank) belong to merchant
cash lenders ("MCA Lenders"). To the extent any MCA Lender may have
filed a UCC-1 statement alleging a security interest in the
Debtor's property, such claims are invalid under recent case law
finding such agreements to be usurious.
With respect to those Class 2 creditors holding allowed nonpriority
unsecured claims (The Fundworks, LLC), such allowed claims will be
paid in full. The Debtor's disposable income for the plan period
exceeds the total amount of allowed claims in Class 2. All allowed
Class 2 claims will be paid in full. Allowed Class 2 claims total
$99,450.00. The payments will be made in 32 equal monthly
installment payments of $3107.82 commencing on the first of the
month immediately following the Effective Date.
Class 3 consists of all membership interests and warrants currently
issued or authorized in the Debtor. This Class is Unimpaired.
Holders of a Class 3 interests shall retain their full equity
interest in the same amounts, percentages, manner and structure as
existed on the Petition Date.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the Subchapter V Plan dated October 30, 2023 is
available at https://urlcurt.com/u?l=PBnaqx from PacerMonitor.com
at no charge.
Counsel for Debtor:
Melissa A. Youngman, Esq.
Melissa Youngman, PA
PO Box 1903
Winter Park, FL 32790
Telephone: 407.374.1372
Email: my@melissayoungman.com
About All America Trading
All America Trading LLC is a Florida limited liability company
whose primary place of business is in Orlando, Orange County,
Florida. AAT exports bananas globally. It works virtually out of
the apartment of the principal of AAT, Joe Mudar, who is the 100%
owner of AAT.
All America Trading LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-02876) on August 11, 2022. In the petition filed by
Mudar Y. Mahmoud, as owner, the Debtor reported assets between
$500,000 and $1 million and liabilities between $500,000 and $1
million.
Judge Grace E. Robson oversees the case.
Aaron R. Cohen has been appointed as Subchapter V trustee.
Adina L Pollan, Esq., at McGlinchey Stafford, is the Debtor's
counsel.
ALL AMERICA TRADING: Wins Cash Collateral Access Thru Dec 12
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized All America Trading, LLC to use cash
collateral on an interim basis through December 12, 2023.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court; and (b) the current and
necessary expenses set forth in the budget, plus an amount not to
exceed 10% for each line item.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
The continued hearing on the matter is set for December 12 at 11
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=nJ7UWC from PacerMonitor.com.
The budget provides for total operating expenses, on a monthly
basis, as follows:
$410,142 for November 2023;
$424,152 for December 2023; and
$358,627 for January 2023.
About All America Trading
All America Trading LLC is is a Florida limited liability company
whose primary place of business is in Orlando, Orange County,
Florida. AAT exports bananas globally. It works virtually out of
the apartment of the principal of AAT, Joe Mudar, who is the 100%
owner of AAT.
All America Trading LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-02876) on August 11, 2022. In the petition filed by
Mudar Y. Mahmoud, as owner, the Debtor reported assets between
$500,000 and $1 million and liabilities between $500,000 and $1
million.
Judge Grace E. Robson oversees the case.
Aaron R. Cohen has been appointed as Subchapter V trustee.
Adina L Pollan, Esq., at McGlinchey Stafford, is the Debtor's
counsel.
ALPACKA GROUP: Case Summary & 17 Unsecured Creditors
----------------------------------------------------
Debtor: Alpacka Group, LLC
196 - 198 Barnard Avenue
San Jose, CA 95125
Business Description: Alpacka Group is engaged in the warehousing/
storage business.
Chapter 11 Petition Date: November 8, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-51312
Judge: Hon. M. Elaine Hammond
Debtor's Counsel: Michael W. Malter, Esq.
BINDER & MALTER, LLP
2775 Park Avenue
Santa Clara, CA 95050
Tel: (408) 295-1700
Fax: (408) 295-1531
Email: Michael@bindermalter.com
Total Assets as of October 9, 2023: $385,984
Total Liabilities as of October 9, 2023: $1,837,435
The petition was signed by Michael Applebaum as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/5JR7AII/Alpacka_Group_LLC__canbke-23-51312__0001.0.pdf?mcid=tGE4TAMA
ALTAGAS LTD: S&P Rates New Fixed-To-Fixed Rate Sub Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to AltaGas
Ltd.'s proposed fixed-to-fixed rate subordinated notes series 3 due
in November 2083. The company intends to use the net proceeds to
redeem or repurchase its outstanding cumulative redeemable,
five-year, rate-reset preferred shares series E.
S&P said, "We classify the notes as having intermediate equity
content (50%) because of their subordination, permanence, and
deferability features, in line with our hybrid criteria. Therefore,
we will treat the proposed notes as 50% equity in calculating
AltaGas' credit metrics.
"While the subordinated notes are due in 60 years, the interest
margins will increase by 25 basis points (bps) in 2033 (year 10)
and a further 75 bps (for a total of 100 bps from the initial
spread) in 2048 (year 25). We consider this a material step-up,
which in our opinion may provide an incentive for the company to
redeem the instruments on that call date. Therefore, we consider
2048 to be the effective maturity date. In line with our criteria,
the notes will have minimal equity content after the first call
date in 2028 because the remaining period until their effective
maturity will be less than 20 years."
S&P's 'BBB-' issuer credit rating and stable outlook on the company
are unchanged.
AMAG ENTERPRISES: Unsecured Creditors to Split $10K over 5 Years
----------------------------------------------------------------
AMAG Enterprises, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Georgia a Plan of Reorganization under
Subchapter V dated October 30, 2023.
The Debtor was formed in 2015 and operates as Global Seed Coatings.
It provides agricultural seed coatings to seed producers for
further sale into the residential and commercial markets.
Class 13 shall consist of all Allowed Unsecured Claims. Class 13
shall include, but not be limited to, Allowed Unsecured Claims held
by Capital One, N.A., Claim No. 10; Cellco Partnership d/b/a
Verizon Wireless, Claim No. 12; and the unfiled claim of Glenn
Griffin in the amount of $291,000.00.
Claims in Class 13 shall be paid on a pro rata share of $10,000.00
via annual payments over the course of the plan term of 5 years.
Each holder of an Allowed Unsecured Claim shall be paid by the
Debtor (or Trustee, as the case may be) their pro rata share of
each annual distribution within 30 days of the annual payment due
date.
Class 14 shall consist of the equity interests of the Debtors.
Interests in Class 14 shall be retained.
All payments shall be made from the Debtor's future earnings, from
the liquidation of its assets, or from loans, contributions or
gifts to the Debtor.
The reorganized Debtor shall be managed by Amanda Brock.
For Class 13 claims, Debtor shall fund annual payments of
$1,000.00, with the first payment due on the anniversary of the
Effective Date. Payments will be completed within 60 months/5 years
following the Effective Date.
For Class 13 claims, as an additional inducement to creditors to
vote in favor of the plan and as new value added to Debtor, Amanda
Brock shall personally pay or cause to be paid the additional sum
of $5,000.00, in annual payments of $1,000.00 each, with the first
annual payment due on the anniversary of the Effective Date.
Payments will be completed within 60 months/5 years following the
Effective Date. In return for the provision of this new value,
Amanda Brock will be released from personal liability as to any
pre-petition guarantee, co-signed agreement, or other joint
responsibility agreement executed in favor of any creditors
included in any class of the plan.
A full-text copy of the Plan of Reorganization dated October 30,
2023 is available at https://urlcurt.com/u?l=aMR1v9 from
PacerMonitor.com at no charge.
Attorney for Debtor:
Daniel L. Wilder
Law Offices of Emmett L. Goodman, Ir., LLC
544 Mulberry Street, Suite 800
Macon, GA 31201-2776
Tel: (478) 745-5415
Fax: (478) 746-8655
Email: dwilder@goodmanlaw.org
About AMAG Enterprises
AMAG Enterprises, LLC provides support activities for crop
production. The company is based in Sycamore, Ga.
The Debtor filed a Chapter 11 petition (Bankr. M.D. Ga. Case No.
23-10627) on July 31, 2023, with $513,250 in assets and $1,970,991
in liabilities. Amanda G. Brock, sole member, signed the
petition.
Judge Austin E. Carter oversees the case.
Daniel L. Wilder, Esq., at Emmett L. Goodman Jr, LLC, is the
Debtor's legal counsel.
AMERIFIRST FINANCIAL: Committee Taps Morris as Legal Counsel
------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of AmeriFirst Financial, Inc. and Phoenix 1040 LLC
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Morris, Nichols, Arsht & Tunnell LLP as
bankruptcy counsel.
The firm will render these services:
(a) Advise the committee with respect to its rights, duties,
and powers in these Chapter 11 cases;
(b) Assist and advise the committee in its consultations with
the Debtors relative to the administration of these cases;
(c) Assist with the committee's investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of their business;
(d) Assist the committee in negotiations with the Debtors and
other parties in interest on any proposed Chapter 11 plan and/or
exit strategy for these cases;
(e) Confer and attend meetings with the Debtors, the secured
lenders, the U.S. Trustee and other parties in interest and
professionals;
(f) Advise the committee as to the ramifications regarding the
Debtors' activities and motions before this court;
(g) Attend the meetings of the committee;
(h) Represent the committee at all hearings and other
proceedings;
(i) Assist the committee in preparing pleadings and
applications as may be necessary to further its interests and
objectives; and
(j) Perform such other legal services as may be required and
are deemed to be in the interests of the committee in accordance
with its powers and duties as set forth in the Bankruptcy Code.
Morris Nichols currently holds a balance of $101,604.76 as an
advance payment for services to be rendered and expenses to be
incurred in connection with its representation of the Debtors.
The hourly rates of the firm's counsel and staff are as follows:
Partners $825 – $1,595
Associates and Counsel $505 – $915
Paraprofessionals $375
Legal Assistants $195
In addition, the firm will seek reimbursement for expenses
incurred.
Robert Dehney, Esq., a partner at Morris, Nichols, Arsht & Tunnell,
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:
Donna L. Culver, Esq.
Robert J. Dehney, Esq.
Eric D. Schwartz, Esq.
Daniel B. Butz, Esq.
Evanthea Hammer, Esq.
Morris, Nichols, Arsht & Tunnell LLP
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, DE 19899
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: dculver@morrisnichols.com
rdehney@morrisnichols.com
eschwartz@morrisnichols.com
dbutz@morrisnichols.com
ehammer@morrisnichols.com
About AmeriFirst Financial
AmeriFirst Financial, Inc. is a mid-sized independent mortgage
company in Mesa, Ariz.
AmeriFirst and its affiliate Phoenix 1040, LLC filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023.
In the petitions signed by T. Scott Avila, chief restructuring
officer, each Debtor disclosed between $50 million and $100 million
in both assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP as bankruptcy counsel; Paladin Management Group,
LLC as restructuring advisor; and Omni Agent Solutions, Inc. as
claims, noticing and administrative agent.
On September 15, 2023, the Office of the United States Trustee
appointed an official committee of unsecured creditors in these
Chapter 11 cases. The committee tapped Morris, Nichols, Arsht &
Tunnell LLP as its counsel.
ANAGRAM HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Anagram Holdings, LLC (Lead Case) 23-90901
7700 Anagram Drive
Eden Prairie MN 55344
Anagram International, Inc. 23-90902
Anagram International Holdings, Inc. 23-90903
Business Description: Anagram is a manufacturer of foil balloons
and inflated decor, distributing and selling
its products both domestically and
internationally. Anagram's customers
include party supply specialty stores,
grocers, mass marketers, parks, drugstores
and discount variety stores.
Chapter 11 Petition Date: November 8, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Marvin Isgur
Debtors'
Local Counsel: Tom A. Howley, Esq.
Eric Terry, Esq.
HOWLEY LAW PLLC
Pennzoil Place – South Tower
711 Louisiana St., Suite 1850
Houston TX 77002
Tel: 713-333-9126
Email: tom@howley-law.com
eric@howley-law.com
Debtors'
Attorneys: Sunny Singh, Esq.
Nicholas E. Baker, Esq.
Moshe A. Fink, Esq.
Ashley M. Gherlone, Esq.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017
Tel: (212) 455-2000
Fax: (212) 455-2502
Email: Sunny.Singh@stblaw.com
NBaker@stblaw.com
Moshe.Fink@stblaw.com
Ashley.Gherlone@stblaw.com
Debtors'
Financial &
Restructuring
Advisor: ANKURA CONSULTING GROUP, LLC
485 Lexington Avenue
10th Floor, New York, NY
Debtors'
Investment
Banker: ROBERT W. BAIRD & CO.
1155 Avenue of the Americas
New York, NY 10036
Debtors'
Claims,
Noticing &
Solicitation
Agent: KURTZMAN CARSON CONSULTANTS LLC
222 N. Pacific Coast Highway
3rd Floor
El Segundo, CA 90245
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Adrian Frankum as chief restructuring
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3ZF67LI/Anagram_Holdings_LLC__txsbke-23-90901__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EIDPGZQ/Anagram_International_Inc__txsbke-23-90902__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EQYK4MY/Anagram_International_Holdings__txsbke-23-90903__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. TSG Server & Storage, Inc. Trade Payables $1,083,273
Mike Dubois
855 Village Center Drive #344
St Paul, MN 55127-3016
Phone: 612-462-4879
Email: mdubois@tsg-usa.com
2. Formerra, LLC/ Trade Payables $679,611
Avient Corporation
Scott Soderstrom
1250 Windham Parkway
Romeoville, IL 60446
Phone: 651-303-7654
Email: scott.soderstrom@formerra.com
3. Party Fashion Co. Ltd. Trade Payables $652,039
Fiona Wang
Suite 3B, 3/F, Man Man Commercial
Building
43A-45 Jardine's Bazaar
Causeway Bay, Hong Kong
China
Phone: 852-3655-9233
Email: fiona@hsballoon.com
4. Convertidora Industrial Trade Payables $621,034
Gilberto Rodriguez
Rio De La Loza 2073 Col. Atlas
Guadalajara, Jalisco 44870
Mexico
Phone: 52 33 3668 6920
Email: gilbertor@conver.com.mx
5. Viscofan USA Inc. Trade Payables $618,643
Cyndi Christel
50 County Court
Montgomery, AL 36105
Phone: 217-516-2181
Email: christelc@viscofan.com
6. Minncor Industries Trade Payables $585,889
Jeff Lonsky
2420 Long Lake Road
Roseville, MN 55113
Phone: 651-361-7507
Email: jeff.lonsky@state.mn.us
7. Siegwerk USA Inc. Trade Payables $543,036
Corey Schoenherr
3535 Southwest 56th Street
Des Moines, IA 50321
Phone: 630-401-5683
Email: corey.schoenherr@siegwerk.com
8. Advansix, Inc. Trade Payables $364,215
Doug Dupont
300 Kimball Drive, Suite 101
Parsipanny, NJ 07054
Phone: 973-722-6409
Email: doug.dupont@advansix.com
9. Deacro Industries Trade Payables $346,443
John Estefan
8031 Dixie Rd
Brampton, ON L6T 3V1
Canada
Phone: 647-921-3146
Email: jestefan@deacro.com
10. Toray Plastics (America), Inc. Trade Payables $323,049
Justin Larson, Mike Mulroy
50 Belver Avenue
North Kingstown, RI 02852
Tel: 401-207-8583 (Mike)
Email: justin.larson.r7@mail.toray
michael.mulroy.u2@mail.toray
11. Taylor Print Impressions Trade Payables $294,177
Tom Pietrzak, Diane Napier
1725 Roe Crest Drive
North Mankato, MN 56003
Phone: 651-582-3822 (Diane)
Email: tom.pietrzak@taylor.com
diane.napier@taylor.com
12. Midwest Rubber Service Trade Payables $201,390
Brad Sorensen
14307 28th Place North
Minneapolis, MN 55447
Phone: 763-286-6688
Email: bsorensen@midwestrubber.com
13. Clearbags Trade Payables $185,515
Dave Pavao
c/o Clear Image Inc.
205 Henco Drive, Ste A
Selmer, TN 38375
Phone: 800-233-2630
Email: davep@clearbags.com
14. Liberty Packaging Trade Payables $175,307
Rich Wetsch
5600 North Highway 169
Minneapolis, MN 55428
Phone: 763-540-9619
Email: richwetsch@libertypackaginginc.com
15. Sojitz Plastics America Inc. Trade Payables $157,238
Brian Latonzea
231525 Momentum Place
Chicago, IL 60689-5311
Phone: 920-940-2888
Email: blatonzea@sojitz-plastics.com
16. Custom Solutions Trade Payables $153,923
Manufacturing, Inc.
Justin Boortz
14022 Lincoln St NE
Ham Lake, MN 55304
Phone: 763-421-6666
Email: jboortz@customsolutionsmfg.com
17. Mica Corporation Trade Payables $143,437
Marianne Vass
9 Mountain View Drive
Shelton, CT 06484
Phone: 203-466-9719
Email: mvass@mica-corp.com
18. DAH Loong Development Co. Ltd. Trade Payables $99,831
Susan Lin
13F-1, No. 206, Nanking E Rd
Sec 2
Taipei, Taiwain, R.O.C.
Phone: +886-2-8770-7155 Ext. 205
Email: susan@dahloong.com.tw
19. Southern Graphics Systems Trade Payables $98,996
Bob Scheetz, Joshua Lexvold
24453 Network Place
Chicago, IL 60673-1244
Phone: 612-72-3292 (Joshua)
Email: bob.scheetz@sgsco.com,
jashua.lexvold@gsco.com
20. Charter Next Generation Inc. Trade Payables $86,630
James Rosenberger
300 N Lasalle Dr, Suite 1575
Chicago, IL 60654
Phone: 262-490-8137
Email: james.rosenberger@cnginc.com
21. American Express Trade Payables $84,974
200 Vesey Street
New York, NY 10285
Phone: 800-528-2122
22. Spectratek Technologies Inc. Trade Payables $69,688
Marty Kelem
9834 Jordan Circle
Santa Springs, CA 90670
Phone: 310-822-2400 (Ext 1003)
Email: mkelem@spectratek.net
23. Oxygen Service Company Trade Payables $53,815
Tom O'Oconnor
111 Pierce Butler Route
St Paul, MN 55164-0017
Phone: 651-644-7273
Email: tomoconnor@oxyserv.com
24. Davis - Standard LLC Trade Payables $51,335
David Lorenc
1 Extrusion Drive
Pawcatuck, CT 15251-4772
Phone: 908-895-4303
Email: dlorenc@davis-standard.com
25. Shadow Plastics LLC Trade Payables $49,840
Jason Beam
2301 Pioneer Ave
Rice Lake, WI 54868
Phone: 715-234-9186
Email: jason@shaowplastics.com
26. Windmoeller & Hoelscher Trade Payables $45,765
Corporation
Kristy Perry
23 New England Way
Lincoln, RI 02865
Phone: 401-333-7822
Email: kristy.perry@wuh-group.com
27. Old Dominion Freight Trade Payables $44,238
Line Inc.
Erik Poncius
14933 Collections Center Drive
Chicago, IL 606934933
Phone: 336-822-5166 (Invoicing)
336-822-5168 (Claims)
Email: erik.poncius@odfl.com
28. Malark Industries, Inc. Trade Payables $43,085
Stephanie Masteller
9200 Forestview Lane N.
Maple Grove, MN 55369
Phone: 763-428-3564
Email: smasteller@malark.com
29. The Winston Company Trade Payables $42,755
Derek Boegeman
2837 Anthony Lane South
Minneapolis, MN 54418-3269
Phone: 651-271-0095
Email: derek@winston-company.com
30. Premium Balloon Accessories Trade Payables $41,386
Dede Nelson
6935 Ridge Road
Wadsworth, OH 44281
Phone: 800-239-4547
Email: dedejnelson@premiumballoon.com
ARCIMOTO INC: Christina Cook Quits as CFO; Interim CFO Named
------------------------------------------------------------
Arcimoto, Inc. disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission that Christina J. Cook, who
has served as the chief financial officer of the Company, resigned
from her position, effective Oct. 31, 2023.
On Nov. 3, 2023, the Company's board of directors determined that
upon Ms. Cook's resignation, Christopher Dawson, the Company's
current chief executive officer, will serve as the Company's
interim chief financial officer and will assume the roles of
principal financial officer and principal accounting officer.
Mr. Dawson, 41, has been a member of the Company's board of
directors since August 2022. On April 16, 2023, Mr. Dawson was
appointed as the Company's chief executive officer. Until his
appointment as the Company's chief executive officer, Mr. Dawson
was the chief executive officer of Nikola Tesla Co., an engineering
services company with projects that include electrification,
hybridization, EV charging, hydrogen powertrain development,
hydrogen powered VTOL, hydrogen power systems, fuel cell and
hydrogen electrolyzer development. From November 2021 to November
2022, he was the chief technology officer for both HNO
international and Tesla Aerial Robotics. He also served as Chief
Engineer on various U.S. Department of Defense projects. Mr. Dawson
was an initial investor in Atlis Motor Vehicles (NASDAQ: AMV) in
2019, and subsequently led Research and Development, Engineering,
and Product Development as Vice President of Manufacturing
Engineering from September 2020 to September 2021 for the XT Truck,
XP Platforms, and AMV Battery Cell. From November 2019 to June
2020, Mr. Dawson was a Director of Crown Poly, Inc. Mr. Dawson
started at Tesla (NASDAQ: TSLA) in 2012 as a contractor and came on
full time in 2014. During the subsequent five years through
November 2019, he held positions of increasingly progressive
responsibility, culminating as Senior Manufacturing Engineer and
Maintenance Manager. In these roles, Mr. Dawson led manufacturing
sustaining engineering teams for Tesla on the Model S/X line, Model
3 line and its battery factory in Freemont, California. He has
been developing EVs for on road, off road and the battlefield for
the last 10 years. He is a former U.S. Navy submarine nuclear
chemist and helicopter flight Instructor. He holds an MBA from
University of Denver, a BS in Nuclear Technologies from Excelsior
College and Helicopter Flight Instruction from Aims Community
College.
As of Nov. 3, 2023, no new compensatory arrangements have been
entered into in connection with the appointment of Mr. Dawson as
interim chief financial officer.
About Arcimoto Inc.
Based in Eugene, Oregon, Arcimoto, Inc. -- http://arcimoto.com--
designs and manufactures electric vehicles. Built on the
revolutionary three-wheel Arcimoto Platform, its vehicles are
purpose-built for daily driving, local delivery, and emergency
response, all at a fraction of the cost and environmental impact of
traditional gas-powered vehicles.
Arcimoto reported a net loss of $62.88 million in 2022 following a
net loss of $47.56 million in 2021.
Portland, Oregon-based Deloitte & Touche LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 14, 2023, citing that the Company has incurred
significant losses and does not have sufficient cash on hand to
meet its obligations as they come due, which raises substantial
doubt about its ability to continue as a going concern.
ARCLINE FM: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Arcline
FM Holdings LLC (doing business as Fairbanks Morse Defense [FMD]).
S&P said, "At the same time, we assigned a 'B' issue-level rating
and '3' recovery rating to the proposed first-lien term loan while
affirming the 'B' and 'CCC+' issue-level ratings on the company's
existing first-lien and second-lien term loans, respectively. The
'3' and '6' recovery ratings, respectively, are unchanged.
"The stable outlook reflects our expectation that FMD's debt to
EBITDA will be 6.4x-6.8x in 2023 and 5.6x-6.0x in 2024 accounting
for a full year of earnings from the acquisition.
"We don't expect the proposed term loan to have a meaningful impact
on FMD's leverage. FMD plans to add a $185 million incremental
first-lien term loan to fund the American Fan acquisition and
bolster liquidity. Pro forma for the acquisition, we expect debt to
EBITDA of 6.4x-6.8x in 2023 and 5.6x-6.0x in 2024, which is mostly
in line with previous expectations. The additional cash on the
balance sheet improves liquidity and provides FMD with greater
flexibility should it pursue any additional tuck-in acquisitions.
"We believe American Fan is a good strategic fit. The company
manufactures and supplies axial and centrifugal fans primarily to
the U.S. Navy as well as some industrial customers. Critical for
onboard ventilation, American Fan products are on 30 U.S. Navy ship
platforms, many of which have a high ship count, providing
significant aftermarket opportunities. FMD also hopes to leverage
its existing work on some other ship classes to grow American Fan's
scope of business.
"The stable outlook on FMD reflects our expectation that its debt
leverage will be 6.4x-6.8x in 2023 before decreasing to 5.6x-6.0x
in 2024, while its free cash flow remains solidly positive.
Although we expect the company's credit ratios will improve as it
increases its earnings, we believe its financial sponsor will
continue to pursue acquisitions and possibly dividends if its
leverage declines significantly."
S&P could lower its rating on FMD if its debt to EBITDA remains
above 7x for a sustained period and its free operating cash flow
approaches break-even. This could occur if its:
-- Revenue declines due to a decrease in government spending on
its platforms, including reduced demand for its original equipment
manufacturers (OEMs) and aftermarket offerings;
-- EBITDA margins decline because of an increase in overhead costs
or difficulty in maintaining a workforce large enough to keep up
with its business; or
-- Sponsor pursues an aggressive financial policy that includes
large, debt-financed acquisitions or dividends.
Although unlikely due to its current sponsor ownership, S&P could
raise its rating on FMD if its debt to EBITDA drops below 5x and
its sponsor commits to maintaining its leverage below that level.
This could occur if:
-- The company continues to increase its earnings, either
organically or through acquisitions, without raising new debt; and
-- Its sponsor develops a track record of maintaining a
conservative financial policy and using excess cash for debt
repayment.
ASHFORD HOSPITALITY: Releases Preliminary Q3 2023 Results
---------------------------------------------------------
Ashford Hospitality Trust, Inc. expects occupancy of approximately
72% for the third quarter of 2023 with Average Daily Rate of
approximately $182 resulting in RevPAR of approximately $132,
according to the Company's recent press statement. This Comparable
RevPAR reflects an approximate increase of 4% compared to the third
quarter of 2022, the Company said.
For the month of July 2023, Comparable RevPAR increased
approximately 3% versus July 2022. For the month of August 2023,
Comparable RevPAR increased approximately 5% versus August 2022.
For the month of September 2023, Comparable RevPAR increased
approximately 4% versus September 2022.
"We're pleased with Ashford Trust's strong operating performance
for the 2023 third quarter," commented Rob Hays, Ashford Trust's
President and Chief Executive Officer. "Reflecting our
high-quality, geographically diverse portfolio, we continue to
benefit from increased corporate and group demand. Additionally, we
remain pleased with our continued growth in occupancy, ADR and
RevPAR. Looking ahead to the remainder of 2023 and into 2024, our
portfolio remains well positioned to outperform."
The Company has commenced the offering of its Non-Traded Preferred
Equity during the third quarter of 2022. Through October 27, 2023,
the Company has 2,914,570 shares of its Series J non-traded
preferred stock outstanding and 165,969 shares of its Series K
non-traded preferred stock outstanding raising approximately $76.8
million of gross proceeds.
About Ashford Hospitality
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry. As of September 30, 2023, the Trust had $3.7
billion in total assets against $3.9 billion in total liabilities.
Egan-Jones Ratings Company on May 5, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
ASK FOR COOL: Seeks to Hire Lorium PLLC as Bankruptcy Counsel
-------------------------------------------------------------
Ask for Cool Air Conditioning, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Lorium, PLLC as its bankruptcy counsel.
The Debtor requires legal counsel to:
(a) Give advice with respect to the powers and duties of the
Debtor under Chapter 11 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 legal documents;
(d) Protect the interest of the Debtor in all matters pending
before the court; and
(e) Represent the Debtor in negotiation with its creditors in
the preparation and confirmation of a Chapter 11 plan.
The hourly rates of the firm's counsel and staff are as follows:
Arthur Rice $750
Chad Pugatch $550
Adam Marshall $450
Adnan Shams $450
Craig Pugatch $450
Joe Garrity $450
Joe Grant $450
Kenneth Robinson $450
Michael Karsch $450
Richard Storfer $400
Ronald Cohen $400
Jason Slatkin $375
Greg Mitchell $350
Jennifer Gordon $350
Brent Chudachek $300
George Zinkler $300
Richelle Levy $300
Riley Cirulnick $300
Lanie Bandell $250
Sandy Fallas, Paralegal $160
Jose Heredia, Paralegal $160
Jenna Young, Paralegal $135
Joe Grant, Esq., an attorney at Lorium, 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:
Joe M. Grant, Esq.
Lorium PLLC
197 South Federal Highway, Suite 200
Boca Raton, FL 33432
Telephone: (561) 361-1000
Facsimile: (561) 672-7581
Email: jgrant@loriumlaw.com
About Ask for Cool Air Conditioning
Ask for Cool Air Conditioning, Inc. filed Chapter 11 petition
(Bankr. S.D. Fla. Case No. 23-18752) on Oct. 25, 2023, with up to
$1 million in both assets and liabilities. Nigel James Findley,
president, signed the petition.
Judge Peter D. Russin oversees the case.
Joe M. Grant, Esq., at Lorium, PLLC represents the Debtor as legal
counsel.
ATLAVARIA: Moody's Cuts CFR to Caa1, Outlook Stable
---------------------------------------------------
Moody's Investors Service downgraded Atlas Purchaser, Inc.'s
("Alvaria") Corporate Family Rating to Caa1 from B3 and Probability
of Default Rating to Caa1-PD from B3-PD. Concurrently, Moody's
downgraded Alvaria's ratings on the backed senior secured first
lien credit facilities to B3 from B2 and backed senior secured
second lien term loan rating to Caa3 from Caa2. The outlook is
maintained at stable.
The downgrade of the CFR reflects Moody's expectation that Alvaria
will generate negative free cash flow (FCF) of up to $40 million in
2023, with further cash outflow expected in 2024. This will
significantly erode Alvaria's liquidity position over the next
12-18 months. Moody's expectation of net cash usage by Alvaria
reflects a higher interest rate environment, enterprise deal
scrutiny and rationalization, transformation costs, and negative
sales and earnings impacts of a security breach earlier in the
year. The downgrade also considers the uncertainty around the
inflection point for Alvaria to reverse the decline in bookings and
sales.
RATINGS RATIONALE
Alvaria's Caa1 CFR reflects the company's high debt/EBITDA of
roughly 7.4x as of June 30, 2023 and the challenges of operating
within the competitive call center industry. Long term success will
depend on Alvaria's ability to migrate existing users to the cloud
while competing against much larger and better capitalized
competitors including Nice, Genesys, Cisco and Verint. Alvaria's
controlled ownership and the potential for increasing debt to fund
M&A activity constrain the credit profile. Moody's expects negative
FCF through 2024 resulting from higher interest costs, declining
sales, restructuring costs, and the lingering impacts of a security
breach earlier in the year.
Alvaria benefits from its solid niche positions within the call
center infrastructure and workforce optimization software
industries. The company has significantly restructured its
operations over the last few years. However, near term
macroeconomic pressures can continue to result in deal elongation.
This is compounded by the fact that Covid caused a large influx of
license purchases, and these subscriptions are now coming up for
renewal during a time of enterprise scrutiny of IT spend. Although
Alvaria has been managing its costs to retain EBITDA margins, these
actions have not been enough to fully offset the cash outflows
caused by the challenges facing the company.
The stable outlook reflects Moody's expectation that Alvaria will
consume cash in the next 12-18 months, but that the cash outflow
will moderate from 2023 to 2024. Given weaker bookings and the
potential for customer churn following the security breach, Moody's
expects Alvaria will continue to see sales decline through 2024.
Alvaria's ESG Credit Impact Score is CIS-5. This indicates the
rating is lower than it would have been if ESG risk exposures did
not exist. The assessment reflects governance concerns around the
company's leverage and liquidity position, as well as an aggressive
financial policy characterized by debt-funded acquisitions under
controlled ownership.
Alvaria's S-IPS is S-4. Social risks stem from cyber risk, as
evidenced by the security breach in early 2023, and the company's
reliance on access to highly skilled workers.
Alvaria's G-IPS is G-5. Under controlled ownership, Alvaria has an
aggressive financial policy characterized by debt funded
acquisitions. Alvaria also maintains high financial leverage with
an increasingly constrained liquidity position.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Alvaria generates positive cash
flow by managing its cost structure or producing sales and
profitability growth. The ratings could be downgraded if sales and
earnings will likely continue to decline for an extended period of
time, or if Alvaria's liquidity position further deteriorates.
Atlas Purchaser, Inc. (dba Alvaria), headquartered in Westford, MA,
was founded through the merger of Aspect Software, Inc. and Noble
Systems Corporation in May 2021. The company is a provider of call
center (CC) software and workforce optimization (WFO) solutions to
more than 1,800 enterprise customers located primarily in North
America. The company is majority owned by private equity firm Abry
Partners following the May 2021 LBO. Private equity firm Vector
Capital, Aspect Software, Inc.'s previous majority owner, and
management own the remaining equity. Revenue was approximately $339
million in the LTM period ended June 2023.
The principal methodology used in these ratings was Software
published in June 2022.
AVENTIV TECHNOLOGIES: Moody's Cuts CFR to Caa3, Outlook Neg.
------------------------------------------------------------
Moody's Investors Service downgraded Aventiv Technologies, LLC's
corporate family rating to Caa3 from B3 and its probability of
default rating to Caa3-PD from B3-PD. Ratings were also downgraded
on Aventiv's $225 million senior secured super priority revolving
credit facility due August 2, 2024 to B2 from B1, $1.087 billion
senior secured first lien term loan due November 1, 2024 to Caa3
from B2 and $283 million senior secured second lien term loan due
November 3, 2025 to Ca from Caa2. The rating outlook was changed to
negative from positive.
The downgrades and change in outlook to negative reflect Aventiv's
high debt leverage (Moody's adjusted), negative free cash flow and
inability to execute a successful refinancing transaction in the
debt capital markets. Under a marketed transaction structure in
mid-2023 that sought the refinancing of all outstanding debt,
including substantial upcoming near term debt maturities, an
accompanying new $400 million cash equity investment by the
company's sponsor proved insufficient to incent demand. Aventiv's
liquidity has deteriorated significantly as a consequence given
debt maturities totaling around $1.3 billion coming due within the
next 12 months. The downgrades and negative outlook reflect
Aventiv's increasingly untenable capital structure and the
potential for a debt exchange or other restructuring that Moody's
would view as a default event.
RATINGS RATIONALE
Aventiv's Caa3 CFR reflects the company's small scale, niche
industry focus providing telecommunication services to correctional
facilities, strong competitive pressures in its largely duopolistic
and mature end market and increasingly aggressive financial policy.
Unable to effect a refinancing during 2023, the company now
operates with very weak liquidity while it confronts a substantial
amount of debt maturities coming due within the next 12 months
totaling around $1.3 billion. The rating also reflects elevated
debt leverage, negative free cash flow and high regulatory risk
associated with its targeted end market and the potential for
industry reforms, pricing regulation and other law changes that
could adversely impact its credit profile. Offsetting these factors
are Aventiv's solid positioning and duopolistic market share within
US incarceration facilities and contracted and fairly predictable
revenue. The company and its only competitor have been diversifying
and evolving revenue sources over the last several years mainly
through the development of a portfolio of solutions for inmates,
including computer tablet-based applications. Aventiv has invested
in and deployed over 600,000 tablets since 2019. Revenue benefits
from these mostly debt-funded capital intensive efforts are mixed
to date. Negative free cash flow continues to constrain financial
flexibility. Aventiv's elevated debt leverage (Moody's adjusted) of
7.9x as of June 30, 2023 exceeds the sustainable level for its
business model, which Moody's believes is in the 4x area (Moody's
adjusted). While the company has been pursuing cost savings during
2022 and 2023, including headcount reductions, the pro forma
inclusion of currently achieved run rate savings does not
meaningfully reduce the company's currently elevated debt leverage
(Moody's adjusted) or improve its overall credit profile.
The company's performance in 2022 was much weaker than had been
anticipated partly due to the roll-off of Covid subsidies and
stimulus checks which had led to higher spend in 2021 among
inmates' families. In the second quarter ending June 30, 2023, the
gross average revenue per unit (ARPU) for tablets fell 18.6%
compared with the prior year's comparable period, a step-up in
decline pace from the 12% drop in full year 2022 compared with
2021. Voice products were also affected in 2022 and into 2023 as
the FCC imposed further caps on phone rates. While rate caps
usually lead to an increase in the volume of minutes of use due to
elasticity of demand, which mitigates the impact on Aventiv's
revenue, a more muted increase occurred than would have been
normally expected possibly due to the current inflation environment
and/or economic uncertainties. These factors have contributed to
voice & video and media & messaging declines. The company's almost
$300 million of capital investments tied mostly to building the
current 672,000 tablets inventory base from about 400,000 at
year-end 2021 has constrained financial flexibility and not
resulted in meaningful revenue growth yet. The company also plans
to grow this tablet base to 875,000 by year-end 2027. Aventiv is
expecting to generate around $66 million of cost savings on a run
rate basis by year-end 2024, largely through headcount reductions.
Moody's expects that around half of these cost savings can be
achieved on a run rate basis by year-end 2023.
The company continues to face material regulatory risk. The Martha
Wright-Reed Bill (MWR Bill), which was passed in December 2022,
will be implemented over an 18-24 month period after FCC
implementation regulations are determined, or by around mid-2024.
The MWR Bill expands the FCC's authority to regulate intrastate
pricing of voice and video calls from correctional facilities,
including those that are placed on tablets. There is some risk that
the MWR Bill could be interpreted to include additional broadband
services, which could adversely impact Aventiv's growth potential.
Aventiv has weak liquidity. As of June 30, 2023, the company's
existing $225 million super priority revolver maturing August 2,
2024 was fully drawn, mostly to fund its computer tablet-led
capital investing program. The company's unrestricted balance sheet
cash totaled only $6.7 million at the end of Q2 2023. It is Moody's
understanding that the company's private equity sponsor has
provided additional support outside of the $15 million provided
through June 30, 2023 in the form of a secured instrument equal in
ranking and pari passu with the company's $1.087 billion first lien
term loan due November 1, 2024. The first lien term loan has no
financial covenants and the revolver is subject to a maximum first
lien net leverage test of 7x, tested when at least 35% of the
revolver is drawn. As of June 30, 2023, the company was in
compliance with this test, with calculated first lien net leverage
of 4.86x.
The instrument ratings reflect the elevated probability of default
of the company and the expected recovery of the debt instruments in
a default scenario. The revolver, secured on a super priority basis
ahead of any first lien debt, is rated B2 and ranks ahead of the
senior secured first lien term loan facility which is rated Caa3.
The ratings on these senior secured facilities reflect the loss
absorption from the second lien debt. The senior secured second
lien term loan is rated Ca, reflecting its junior ranking within
the capital structure.
Governance was a factor in these ratings downgrade. Aventiv's ESG
Credit Impact Score was changed to CIS-5 from CIS-4. The score
reflects very aggressive financial strategy and risk management as
demonstrated by very weak liquidity due to sizable near term debt
maturities, elevated debt leverage and persistent negative free
cash flow. The company's Governance Score was changed to G-5 from
G-4 to reflect Aventiv's constrained financial flexibility and high
risk for potential distressed debt exchanges or restructuring
actions in the near to intermediate term. The company's private
ownership by private equity firm Platinum Equity has resulted in
steadily rising debt leverage and necessitated sizable headcount
reductions and other cost cutting to support margins against
revenue pressures which began in 2022.
The negative outlook reflects Moody's expectations that Aventiv's
business model will remain under pressure given high debt leverage
(Moody's adjusted), negative free cash flow and very weak
liquidity, potentially reducing service contract wins relative to
historical levels going forward.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Aventiv's ratings if performance were
trending positively across operating metrics, liquidity materially
improves and the probability of default declines.
Moody's could downgrade Aventiv's ratings if leverage (Moody's
adjusted) were to spike to even higher levels and for a sustained
period or if negative free cash flow were to materially and
sustainably deteriorate.
Based in Dallas, TX, Aventiv Technologies, LLC is one of the
largest providers of telecommunication services to correctional
facilities, with a presence in 50 states, Washington DC, and
Canada. Aventiv is owned and controlled by the private equity firm
Platinum Equity LLC. For the 12 month period ending June 30, 2023,
the company generated $606 million in revenue.
The principal methodology used in these ratings was
Telecommunications Service Providers published in September 2022.
AYALA PHARMACEUTICALS: Israel Biotech Fund Reports Equity Stake
---------------------------------------------------------------
Israel Biotech Fund I, L.P. filed Amendment No. 1 to its Schedule
13D with the United States Securities and Exchange Commission to
report updated information about its ownership of common shares of
Ayala Pharmaceuticals, Inc.
As of the close of business on October 18, 2023, IBF 1 beneficially
owned 2,584,909 shares of Common Stock, representing approximately
20.9% of the outstanding shares of Common Stock. The 2,584,909
shares of Common Stock exclude the SAFE Additional Shares issuable
to IBF I under the terms of the Side Letter Agreement.
IBF 2 beneficially owned 1,094,091 shares of Common Stock,
representing approximately 9.5% of the outstanding shares of Common
Stock. The 1,094,091 shares of Common Stock exclude the SAFE
Additional Shares issuable to IBF II under the terms of the Side
Letter Agreement.
IBF Management, by virtue of being the management company of each
of IBF I GP and IBF II GP, may be deemed to beneficially own
3,679,000 shares of Common Stock, representing approximately 28.0%
of the outstanding shares of Common Stock. For the sake of clarity,
such 3,679,000 shares of Common Stock (i) exclude the SAFE
Additional Shares issuable to IBF I and IBF II under the terms of
the Side Letter Agreement and (ii) any securities of the Company
held by Dr. David Sidransky, Robert Spiegel, M.D. and Murray A.
Goldberg, for which the I.B.F entities disclaim any beneficial
ownership.
The aggregate percentage of shares reported beneficially owned by
Israel Biotech Fund I, L.P., and entities is based on 10,751,792
shares of Common Stock issued and outstanding as of October 19,
2023, according to information received from Ayala
Pharmaceuticals.
Israel Biotech Fund I, L.P. may be reached at:
I.B.F Management Ltd.
HaOgen Tower, 4 Oppenheimer St.
Rehovot 7670104, Israel
TEL: 972-722-514175
A full-text copy of the Report is available at
https://tinyurl.com/37xxdaym
About Ayala Pharmaceutics
Formerly known as Advaxis, Inc., Ayala Pharmaceutics, Inc. is a
clinical-stage oncology company focused on developing and
commercializing small molecule therapeutics for patients suffering
from rare and aggressive cancers, primarily in genetically defined
patient populations.
Ayala reported a net loss of $14.36 million for the year ended Oct.
31, 2022, compared to a net loss of $17.86 million for the year
ended Oct. 31, 2021. As of March 31, 2023, the Company had $20.99
million in total assets, $9.83 million in total current
liabilities, $1.48 million in total long-term liabilities, and
$9.67 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2012,
issued a "going concern" qualification in its report dated Feb. 9,
2023, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
BCP V EVERISE: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
of BCP V Everise Acquisition LLC ("Everise"), a global provider of
technology-enabled, omni-channel customer management services
primarily to healthcare and insurance businesses. Moody's also
assigned B3 ratings to Everise's proposed backed senior secured
first lien credit facilities consisting of a $90 million revolver
expiring 2028 and a $425 million term loan B due 2030.
Concurrently, Moody's affirmed the B3-PD probability of default
rating and changed the outlook to stable from positive.
Proceeds from the term loan along with new cash equity from Warburg
Pincus International LLC and rollover equity from management and
the company's existing sponsor, Brookfield Asset Management Inc.,
will be used to refinance existing debt, pay fees and expenses
related to the transaction and add cash to the balance sheet. The
assigned ratings and outlook are subject to review of final
documentation and no material change to the size, terms and
conditions of the transaction as advised to Moody's.
The outlook change to stable from positive reflects the impact to
Everise's credit profile from term loan debt more than doubling
after transaction close. Moody's adjusted debt-to-EBITDA leverage
as of September 30, 2023 was 2.6x, and pro-forma for the
transaction, Moody's adjusted debt-to-EBITDA leverage increases to
above 5x. Rising benchmark rates and an increasing debt load
support Moody's expectation that free cash flow will be lower than
previous expectations in May 2023 when Moody's previously changed
Everise's outlook to positive from stable. The impact to financial
leverage and free cash flow as a result of the proposed transaction
point to an aggressive financial strategy, therefore governance
considerations are a key driver of this rating action.
All financial metrics cited reflect Moody's standard adjustments.
RATINGS RATIONALE
Everise's B3 CFR benefits from strong organic revenue growth in
fast-growing verticals, including healthcare and insurance, and the
organic growth trajectory in revenue. In addition, EBITDA is
supported by the growth of the customer experience business process
outsourcing industry, good quality, successful and growing clients
that value Everise's ability to represent their brand culture to
customers and strong net promoter scores that ultimately support
high customer retention.
The company is pressured by high pro-forma financial leverage, as
expressed by debt-to-EBITDA, low barriers to entry for larger,
global players to replicate Everise's business strategy, small
scale and high customer concentration, with its top 10 customers
accounting for about 75% of 2022 revenue (but this risk is
mitigated by the fact that exposure to a single client is typically
broken down within each line of business into multiple contracts
with different decision-makers). The company's high concentration
in the highly regulated healthcare and insurance vertical leaves
Everise vulnerable to regulatory changes that could limit demand
for its services. Further constraints include the risk of more
aggressive financial strategies under financial sponsor ownership.
As proposed, the new credit facility is likely to provide it with
covenant flexibility that could ultimately negatively impact
creditors.
Notable terms of the agreement include: (1) Incremental debt
capacity up to the greater of $95 million and 100% of Consolidated
EBITDA, plus unused amounts of the general debt basket, plus
unlimited amounts subject to 4.75x senior secured first lien net
leverage ratio, or leverage neutral incurrence (if pari passu
secured), (2) amounts up to the greater of $190 million and 200% of
Consolidated EBITDA may be incurred with an earlier maturity date
than the initial term loans, (3) there are no express "blocker"
provisions that prohibit the transfer of specified assets to
unrestricted subsidiaries; such transfers are permitted subject to
carve-out capacity and other conditions, (4) non-wholly-owned
subsidiaries are not required to provide guarantees; dividends or
transfers resulting in partial ownership of subsidiary guarantors
could jeopardize guarantees, with no explicit protective provisions
limiting such guarantee releases, (5) there are no express
protective provisions prohibiting an up-tiering transaction; and,
(6) amounts up to 100% of unused capacity from the builder basket
may be reallocated to incur debt.
The proposed terms and the final terms of the credit agreement may
be materially different.
Management expects debt capital to be comprised of a $90 million
revolving credit facility expiring in 2028 and a $425 million term
loan B due 2030. The B3 credit facility ratings, the same as the B3
CFR, reflect the preponderance of debt represented by the term loan
and revolver. The term loan and revolver are guaranteed by Everise
Holdings Pte. Ltd. and wholly-owned U.S. restricted subsidiaries of
BCP V Everise Acquisition LLC other than any excluded subsidiary as
defined by the credit agreement. The term loan and revolver also
have a first priority security interest in substantially all assets
of the borrower and guarantors.
The company's adequate liquidity profile reflects Moody's
expectation of modestly positive free cash flow over the next 12
months and full availability under its new $90 million revolver.
Moody's expects free cash flow in the $10 to $15 million range
during the next 12 months which will cover $4.25 million of annual
mandatory debt amortization. The company's floating rate debt with
no interest rate hedges in place leave the company vulnerable to
rising interest rates that could pressure cash flow from
operations. The $90 million revolver expiring in 2028 may be used
occasionally to support working capital swings but is expected to
remain largely available. While the term loan is not subject to
financial covenants, the revolver is likely to contain a springing
maximum first lien net leverage ratio of 8x (with no step downs)
when utilization is greater than 40% ($36 million). Although
Moody's does not expect the covenant to spring over the next 12
months, Moody's expects Everise would maintain an ample covenant
cushion if it were triggered.
The stable outlook reflects Moody's expectation that Everise will
steadily increase margins and grow revenue by double-digit
percentages throughout 2024. The stable outlook also reflects
Moody's expectation that Everise will generate positive free cash
flow in the low single digit percentage relative to debt and
maintain at least adequate liquidity over the same period.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Everise's ratings could be upgraded if free cash flow to debt
approaches 5% and debt-to-EBITDA leverage is sustained below 5x
while maintaining stable margins, and if the company diversifies
its customer base and industry verticals.
The ratings could be downgraded if liquidity weakens which includes
sustained negative free cash flow, operating performance declines
materially due to major customer losses or other competitive
pressures, or if debt-to-EBITDA is sustained above 7x.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Everise, domiciled in Singapore but with a US-based headquarter and
management team, is a global provider of technology-enabled,
omni-channel customer management services primarily to healthcare
and insurance businesses. After transaction close, the company will
be majority owned by Brookfield Asset Management Inc. and Warburg
Pincus International LLC.
BCP V EVERISE: S&P Alters Outlook to Positive, Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Delaware-based
customer experience service provider BCP V Everise Acquisition LLC
to positive from stable and affirmed its 'B-' issuer credit rating
to the company. S&P also assigned its 'B-' issue-level credit
rating and '3' recovery rating to the company's senior secured
debt.
The positive outlook reflects the potential for an upgrade if
revenue and profitability improve leading to an improvement in free
operating cash flow over the next 12 months.
Brookfield Asset Management (Brookfield) alongside other sellers
have sold 47% of their equity stake in Delaware-based customer
experience service provider BCP V Everise Acquisition LLC to
Warburg Pincus LLC for about $1 billion. Brookfield and Everise
management will roll 47% and 6% equity stakes respectively.
S&P said, "We expect operating performance improvement driven by
solid demand for outsourced customer relationship management. We
forecast revenue growth in the low-single-digit area in 2023 and
low-20% area in 2024 from contract wins and expanding wallet share
with existing clients. S&P Global Ratings-adjusted EBITDA margins
have trended upward from a shift to lower-cost regions marking an
improvement by 300 basis points (bps) in 2022. We expect this trend
will continue as the company expands in health care, leading to
margins improving in the next two years. However, high customer and
end market concentration remains a risk, and its small scale makes
it vulnerable to larger peers. These factors contribute to our
assessment of a negative comparable rating analysis.
"We forecast earnings improvement and efficiencies in working
capital will contribute to modest increases in cashflows. Following
the significant increase in debt, we expect interest expense to
increase by almost $20 million from higher borrowing costs and the
elevated interest rate environment, which will partly weigh on cash
flow generation. We also believe the company's capital investments
to improve technology will lead to free operating cash flow (FOCF)
to debt in the low-single-digit area in the next two years.
"While debt increases from the proposed transaction, our forecasted
leverage is commensurate with a higher rating. The company has a
history of low leverage and our expectation for earnings
improvement suggests the company will maintain debt below 5x.
Following the increase in debt and shift in ownership, we forecast
leverage spiking above 5x in 2023, and moderating to the low-4x
area in 2024. We continue to monitor the company's financial policy
decisions as its ownership structure could constrain our rating
assessment given the tendency for financial sponsors to utilize
cash for shareholder renumerations.
"The positive outlook reflects our expectation for revenue and
EBITDA growth, which should lead to FOCF to debt in the
low-single-digit area."
BEASLEY BROADCAST: Reports 2023 Q3 Financial Results
----------------------------------------------------
Beasley Broadcast Group, Inc. has released its financial results
for the fiscal quarter ended September 30, 2023.
For the third quarter, Beasley Broadcast Group reports a revenue of
$60.1 million, 9.1% digital revenue growth with digital accounting
for 18.6% of quarterly revenue; third quarter net loss of $67.5
million, inclusive of $88.8 million of non-cash impairment losses,
and adjusted EBITDA of $5.5 million.
Commenting on the financial results, Caroline Beasley, Chief
Executive Officer, said, "Beasley's third quarter financial results
reflect the well-publicized economic challenges and continued
advertising market softness which we outlined in the prior
quarters. While we saw sequential month-over-month improvement in
our advertising revenue performance from August to September, our
net revenues for the 2023 third quarter decreased 5.8%
year-over-year, or 3.2% when excluding the year-over-year decrease
in political advertising revenue of $1.9 million. Importantly,
Beasley's ongoing expense management, revenue diversification and
new business initiatives resulted in lower operating expenses and
healthy growth across our digital, network and other revenue
sources, and we generated third quarter adjusted EBITDA of $5.5
million.
"Similar to recent quarters, Beasley delivered strong digital
revenue growth of 9.1% year-over-year, with digital revenue
representing 18.6% of total third quarter revenue. Our continued
strong digital revenue growth has moved us to within a few basis
points of reaching the bottom end of our goal of digital revenue
accounting for 20% to 30% of total revenue, and we remain laser
focused on this initiative as a means to diversify our revenue in a
cash flow positive manner. Our dedicated sales teams continue to
leverage the tremendous audience reach and engagement of our local
multi-platform content to attract new advertisers, resulting in a
22% increase in new local business revenue growth for the third
quarter. Additionally, the actions we have taken to reduce our cost
structure resulted in third quarter operating and corporate
expenses decreases of 2.7% and 12.5%, respectively.
"In addition to our expense reduction and revenue diversification
initiatives, Beasley also remained committed to enhancing financial
flexibility and cash flows through debt reduction. Subsequent to
quarter end, we completed the sale of substantially all of the
assets used in the operations of WJBR-FM in Wilmington for $5.0
million and used 100% of the sale proceeds, along with cash on
hand, to repurchase another $10 million of our senior secured notes
at a discount. We have reduced debt by $13.0 million year-to-date,
strengthening our balance sheet and lowering quarterly interest
expense. We remain focused on enhancing our cash flows and expect
to generate positive cash flow in the 2023 fourth quarter.
"In summary, we believe our third quarter financial performance
demonstrates that our digital transformation and revenue
diversification strategies continue to gain momentum and our
initiatives focused on lowering operating expenses and reducing
debt are positioning Beasley to generate increased and more
diversified cash flows in future periods. Looking ahead, as has
always been the case for non-election years, we expect fourth
quarter revenues to be somewhat impacted by the absence of cyclical
political advertising. While we plan to offset some of this
expected softness through continued growth in digital and new
business, we are hopeful that the overall advertising environment
will improve in the fourth quarter and continue to closely monitor
the economy."
A full-text copy of the Report is available at
https://tinyurl.com/mtcvj4rw
About Beasley
Naples, Florida-based Beasley Broadcast Group, Inc. was founded in
1961 and owns 61 AM and FM stations in 14 large- and mid-size
markets in the United States. Beasley reaches approximately 29
million unique consumers weekly over the air, online, and on
smartphones and tablets, and millions regularly engage with the
Company's brands and personalities through digital platforms such
as Facebook, Twitter, text, apps, and email.
As of September 30, 2023, the Company had $594,381,000 in total
assets and $451,932,000 in total liabilities, including
$283,612,000 in long-term debt.
In November 2022, S&P Global Ratings lowered its issuer credit
rating on Beasley Broadcast Group Inc. and Beasley Mezzanine
Holdings LLC to 'CCC+' from 'B-'. At the same time, S&P lowered
its rating on Beasley Mezzanine Holdings LLC's $290 million
(outstanding) senior secured notes to 'CCC+' from 'B-'.
S&P said, "The negative outlook reflects our expectations for a
shallow recession in the first half of 2023 that leads to a 15%
decline in Beasley's 2023 broadcast advertising revenue, resulting
in negative free operating cash flow and leverage of about 11.5x in
2023; the outlook also reflects the potential for a more severe
recession than in our current base case.
"We expect a shallow recession in the first half of 2023, leading
to a 15% decline in broadcast industry revenue. Broadcast radio
advertising revenue is highly correlated to GDP growth because
expectations for consumer spending drive advertising budgets. Radio
advertising also has very short lead times and is one of the first
advertising mediums to decline when the economy slows. Multiple
radio broadcasters have publicly indicated that national
advertising is advertisers are likely concerned about the economic
outlook, which could be the beginning of a broader pullback in
radio advertising.
The firm also noted that Beasley's senior secured notes are trading
at distressed levels, increasing the likelihood of a subpar debt
exchange.
BENFIELD REAL ESTATE: Elizabeth Smith Represents CTF & Guido
------------------------------------------------------------
The Law Offices of Elizabeth G. Smith filed a verified statement
pursuant to Rule 2019(b) of the Federal Rules of Bankruptcy
Procedure to disclose that in the Chapter 11 case of Benfield Real
Estate, LLC, the firm has been retained to represent by the
following creditors:
1. Central Texas Funding, LLC ("CTF")
141 Danube, Suite 102
San Antonio, Texas 78213
2. Guido Lumber Company, Inc. d/b/a Guido Materials
8526 Vidor Ave.
San Antonio, TX 78216
The firm represents CTF, a secured creditor, concerning a note
obligation owed by Debtor; the potential filing of a motion for
relief from automatic stay and foreclosure of the collateral
related to the note obligation; and, the preparation and filing of
a Proof of Claim for the note obligation.
The firm represents Guido, an unsecured creditor, in the filing of
a Proof of Claim for pre-petition debt owed by Debtor concerning
unpaid invoices for Debtor's purchase, and delivery, of
construction materials from Guido.
Attorney for Central Texas and Guido:
Law Offices of Elizabeth G. Smith
Elizabeth G. Smith, Esq.
6655 First Park Ten, Suite 240
San Antonio, Texas 78213
P: 210-731-9177
F: 210-731-9130
Email: beth@egsmithlaw.com
About Benfield Real Estate
Benfield Real Estate, LLC is engaged in activities related to real
estate.
Benfield Real Estate, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
23-51209) on Sep. 4, 2023. The petition was signed by James F.
Benfield as member. At the time of filing, the Debtor estimated $1
million to $10 million in assets and liabilities.
Judge Craig A. Gargotta presides over the case.
H. Anthony Hervol, Esq., at the LAW OFFICE OF H. ANTHONY HERVOL, is
the Debtor's counsel.
BENITAGO INC: Court OKs Cash Collateral Access Thru Nov 16
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Benitago Inc. and its Debtor affiliates to use cash
collateral on an interim basis in accordance with the budget.
Benitago, Acrux LLC, Acrux Subsidiaries, the CoVenture Agent, and
the CoVenture Lender are parties to a Loan and Servicing Agreement
dated February 26, 2021. The agreement has been amended multiple
times, and it remains unchanged as of April 27, 2022.
Aludra Limited, as the Original Chargor, and the CoVenture Agent,
as Security Trustee, are parties to the Debenture, dated as of
February 26, 2021.
Benitago, as Guarantor, and the CoVenture Agent are parties to the
Limited Guaranty, dated as of February 26, 2021.
Benitago, as Contributor, Acrux, as Contributee and Debtors Phact
LLC, Revati LLC, and Segin LLC are parties to the Contribution
Agreement, dated as of April 27, 2022 .
As of the Petition Date, each of the Acrux Parties owed the
CoVenture Secured Parties, pursuant to the CoVenture Documents, the
total amount of not less than $86.3 million, which consists of not
less than $73.8 million in principal and not less than $12.5
million of deferred interest, plus all accrued and thereafter
accruing and unpaid interest thereon and any additional fees,
expenses, and other amounts now or hereafter due under the
CoVenture Documents.
As consideration for the Debtors' use of the CoVenture Collateral
(including cash collateral) and SellersFunding Collateral
(including cash collateral), the Prepetition Secured Parties will
receive the following adequate protection, solely to the extent of
any Diminution in Value:
a. CoVenture Adequate Protection
i. To the extent of any Diminution of Value of the CoVenture
Secured Parties' interest in the CoVenture Collateral, each of the
CoVenture Secured Parties is granted a valid and perfected security
interest in, and lien on all of the right, title and interest of
the Acrux Parties' in, to, and under all present and after-acquired
property and assets of the Acrux Parties.
ii. To the extent of any Diminution of Value of the CoVenture
Secured Parties' interest in the CoVenture Collateral, each of the
CoVenture Secured Parties are granted allowed superpriority
administrative claims (a) against each of the Acrux Parties and (b)
to the extent the Court enters an order that is not stayed by the
Court or any other court of competent jurisdiction within seven
days of entry thereof finding that cash in the deposit accounts of
Benitago constitutes cash collateral of the CoVenture Secured
Parties, against Benitago, pursuant to 11 U.S.C. Section 507(b).
iii. Subject to the Carve-Out and the reservation of rights,
the CoVenture Adequate Protection Liens will be (i) first priority
perfected liens on all of the CoVenture Adequate Protection
Collateral that is not otherwise encumbered by validly perfected,
non-avoidable security interests or liens as of the Petition Date,
(ii) first priority perfected replacement liens on all of the
CoVenture Adequate Protection Collateral as to which the CoVenture
Secured Parties had a first priority lien as of the Petition Date,
and (iii) junior perfected liens on all CoVenture Adequate
Protection Collateral that is subject to a prepetition lien that
was valid, properly perfected, unavoidable and senior to the
CoVenture Liens as of the Petition Date, if any.
iv. Without limiting any rights of the CoVenture Secured
Parties under 11 U.S.C. Section 506(b), the Debtors will, subject
to the Carve-Out, (i) pay or reimburse in cash each CoVenture
Secured Party for the fees, costs, expenses, and charges payable
under the LSA.
The Debtors' authority to use the cash collateral will terminate on
the later of (a) November 16, 2023 at 11:59 p.m. (ET) and (b) such
other date mutually agreed to by the Debtors and the CoVenture
Secured Parties in writing.
A final hearing on the matter is set for November 16 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=4xy1dO
from Stretto, the claims agent.
About Benitago Inc.
Benitago Inc. operates an e-commerce aggregator platform intended
to create, acquire and grow businesses.
Benitago Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on August 30, 2023.
In the petition filed by Thomas Studebaker, as chief restructuring
officer, the Debtor reports estimated assets and liabilities (on a
consolidated basis) between $50 million and $100 million.
Benitago Inc. is a New York-based company, which operates an
e-commerce aggregator platform intended to create, acquire and grow
businesses.
Benitago and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 23-11394) on
Aug. 30, 2023. In the petition signed by its chief restructuring
officer, Thomas Studebaker, Benitago disclosed $50 million to $100
million in both assets and liabilities.
Judge Sean H. Lane oversees the cases.
Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors'
legal counsel. The Debtors tapped Portage Point Partners as
financial advisor and Stretto Inc. as notice, claims, and balloting
agent.
BENITAGO INC: Official Committee Files Verified Statement
---------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Official Committee of Unsecured Creditors filed a verified
Statement in the Chapter 11 cases of Benitago Inc., et al.
On September 15, 2023, the Office of the United States Trustee for
Region 2 appointed the Committee pursuant to section 1102(a) of
Title 11 of the United States Code, which consisted of the
following three members: (i) Stefana-Veronica Sticlaru; (ii)
CalMyotis (HK) Limited; and (iii) Daniel Samimi.
On September 19, 2023, the Committee selected Dechert LLP to serve
its proposed counsel. On September 21, 2023, the Committee selected
Province, LLC to serve as its proposed financial advisor.
On October 24, 2023, Daniel Samimi resigned from the Committee. As
of the date of this Verified Statement, the Committee consists of
the following two members: (i) StefanaVeronica Sticlaru; and (ii)
CalMyotis (HK) Limited.
The names, addresses, and nature of disclosable economic interests
of Committee Members are as follows:
1. Stefana-Veronica Sticlaru
Aleea Soldat Nicolae Barbu 6
bl.13, sc.1, ap.4
Bucuresti, 042017
Romania
* Sticlaru holds unsecured claim of $1,502,362.00 against
Debtors Lich LLC, Aludra Limited, and Benitago, Inc., arising out
of, or related to, an asset purchase agreement.
2. CalMyotis (HK) Limited
12th Floor, Santai Building
137-139 Connaught Road
Central, Hong Kong
* CalMyotis holds unsecured claim of $1,366,604.00 against
Debtors Izar LLC, Jabbah LLC, Aludra Limited, and Benitago, Inc.,
arising out of, or related to, an asset purchase agreement.
Proposed Counsel to the Official Committee of Unsecured Creditors:
Douglas Mannal, Esq.
David A. Herman, Esq.
DECHERT LLP
1095 Avenue of the Americas
New York, NY 10036
Phone: (212) 698-3500
Facsimile: (212) 698-3599
Email: douglas.mannal@dechert.com
david.herman@dechert.com
About Benitago Inc.
Benitago Inc. operates an e-commerce aggregator platform intended
to create, acquire and grow businesses.
Benitago Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on August 30, 2023.
In the petition filed by Thomas Studebaker, as chief restructuring
officer, the Debtor reports estimated assets and liabilities (on a
consolidated basis) between $50 million and $100 million.
Benitago Inc. is a New York-based company, which operates an
e-commerce aggregator platform intended to create, acquire and grow
businesses.
Benitago and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 23-11394) on
Aug. 30, 2023. In the petition signed by its chief restructuring
officer, Thomas Studebaker, Benitago disclosed $50 million to $100
million in both assets and liabilities.
Judge Sean H. Lane oversees the cases.
Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors'
legal counsel. The Debtors tapped Portage Point Partners as
financial advisor and Stretto Inc. as notice, claims, and balloting
agent.
BITNILE METAVERSE: Changes Name to 'RiskOn International'
---------------------------------------------------------
BitNile Metaverse, Inc. announced that it filed an amendment to its
Articles of Incorporation with the State of Nevada to change its
name to RiskOn International, Inc.
The Name Change became effective at 12:01 a.m. PT on Wednesday,
Nov. 1, 2023. In connection with the name change, the Company will
change its trading symbol to "ROI." The Company's common stock
commenced trading on Nov. 1, 2023, on the Nasdaq Capital Market
under the new name and trading symbol.
The change in both name and ticker are underscored by the Company's
commitment to developing a vertically integrated community while
creating a seamless and enriched user experience.
About RiskOn International
Founded in 2011, RiskOn International, Inc. (formerly known as
BitNile Metaverse, Inc.) owns 100% of BNC, including the
BitNile.com metaverse platform. The Platform, which went live to
the public on March 1, 2023, allows users to engage with a new
social networking community and purchase both digital and physical
products while playing 3D immersive games. In addition to BNC, the
Company also owns two non-core subsidiaries: approximately 66% of
Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and
approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn
also owns approximately 70% of White River Energy Corp (OTCQB:
WTRV).
RiskOn reported a net loss of $87.36 million on zero revenue for
the year ended March 31, 2023, compared to a net loss of $10.55
million on $27,182 of revenues for the year ended March 31, 2022.
As of March 31, 2023, the Company had $23.77 million in total
assets, $37.72 million in total liabilities, and a total
stockholders' deficit of $13.94 million.
New York, New York-based RBSM LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
July 14, 2023, citing that the Company has suffered recurring
losses from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.
BITNILE METAVERSE: Falls Short of Nasdaq Bid Price Requirement
--------------------------------------------------------------
BitNile Metaverse, Inc. (now known as RiskOn International, Inc.)
disclosed in a Current Report on Form 8-K filed with the Securities
and Exchange Commission that the Company received a notice in the
form of a letter from the Listing Qualifications Staff of the
Nasdaq stating that the Company was not in compliance with Nasdaq
Listing Rule 5550(a)(2) because the bid price for the Company's
common stock had closed below $1.00 per share for the 31
consecutive business days prior to Nov. 2, 2023.
In accordance with Nasdaq listing rule 5810(c)(3)(A), the Company
has 180 calendar days, or until April 30, 2024, to regain
compliance. The Deficiency Letter states that to regain
compliance, the bid price for the Company's common stock must close
at $1.00 per share or more for a minimum of 10 consecutive business
days during the compliance period ending April 30, 2024. In the
event that the Company does not regain compliance within this
180-day period, the Company may be eligible to seek an additional
compliance period of 180 calendar days if it meets the continued
listing requirement for market value of publicly held shares and
all other initial listing standards for the Nasdaq Capital Market,
with the exception of the Minimum Bid Price, and provides written
notice to Nasdaq of its intent to cure the deficiency during this
second compliance period, by effecting a reverse stock split, if
necessary. However, if it appears to the Nasdaq Staff that the
Company will not be able to cure the deficiency, or if the Company
is otherwise not eligible, Nasdaq will provide notice to the
Company that its common stock will be subject to delisting. At
that time, the Company may appeal any such delisting determination
to a Nasdaq hearings panel.
The Deficiency Letter has no immediate effect on the listing of the
Company's common stock, and the Company's common stock continues to
trade on the Nasdaq Capital Market under the symbol "ROI."
The Company said it intends to actively monitor the closing bid
price for the Company's common stock between now and April 30, 2024
and may, if appropriate, evaluate available options to resolve the
deficiency and regain compliance with the Minimum Bid Price
requirement. While the Company is exercising diligent efforts to
maintain the listing of its common stock on Nasdaq, there can be no
assurance that the Company will be able to regain compliance with
the Minimum Bid Price or maintain compliance with the other Nasdaq
listing standards.
About RiskOn International
Founded in 2011, RiskOn International, Inc. (formerly known as
BitNile Metaverse, Inc.) owns 100% of BNC, including the
BitNile.com metaverse platform. The Platform, which went live to
the public on March 1, 2023, allows users to engage with a new
social networking community and purchase both digital and physical
products while playing 3D immersive games. In addition to BNC, the
Company also owns two non-core subsidiaries: approximately 66% of
Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and
approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn
also owns approximately 70% of White River Energy Corp (OTCQB:
WTRV).
RiskOn reported a net loss of $87.36 million on zero revenue for
the year ended March 31, 2023, compared to a net loss of $10.55
million on $27,182 of revenues for the year ended March 31, 2022.
As of March 31, 2023, the Company had $23.77 million in total
assets, $37.72 million in total liabilities, and a total
stockholders' deficit of $13.94 million.
New York, New York-based RBSM LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
July 14, 2023, citing that the Company has suffered recurring
losses from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.
BLACKRIDGE CONSTRUCTION: Cohen, Weiss Advises the Union and Funds
-----------------------------------------------------------------
Hanan B. Kolko, Esq. and Michael S. Adler, partners at Cohen, Weiss
and Simon LLP ("CWS"), filed a verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure to disclose that
in the Chapter 11 case of Blackridge Construction, LLC, the firm
represents the following creditors:
1. The Building Material Teamsters Local 282 (the "Union")
2500 Marcus Avenue
Lake Success, NY 110
2. The Trustees of the Local 282 Welfare Trust Fund, Local 282
Pension Trust Fund, Local 282 Annuity Trust Fund, Local 282 Job
Training Trust Fund, and the Local 282 Vacation and Sick Leave
Trust Fund (the "Funds")
2500 Marcus Avenue
Lake Success, NY 11402
The Union and the Funds have claims against the Debtors. These
claims arise from obligations and operations of the Debtor's
trucking business under a collective bargaining agreement ("CBA")
binding Debtor and the Union, setting out the terms and conditions
of employment for the Debtor’s employees represented by the Union
(the "Employees") and contributions to the Fund for health,
pension, annuity, job training and vacation and sick leave and
other necessary benefits for the Employees.
CWS have previously worked with both the Union and the Funds on
insolvency matters largely pending in the Eastern District of New
York. The Union and Funds also have separate counsel.
CWS was engaged by the Union and Funds in October 2023 at the
instance of each entity. CWS has no claims or interests against the
Debtor.
Attorneys for the Union and the Funds:
Hanan B. Kolko, Esq.
Michael S. Adler, Esq.
COHEN, WEISS AND SIMON LLP
900 Third Avenue, Suite 2100
New York, New York 10022-4869
Telephone: (212) 563-4100
Email: hkolko@cwsny.com
madler@cwsny.com
About Blackridge Construction
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 Oct. 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, is the Debtor's
legal counsel.
BUCKEYE PARTNERS: S&P Rates New $1.0BB Secured Term Loan B 'BB+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to Buckeye Partners L.P.'s proposed $1.0 billion
senior secured term loan B due 2030. The company intends to use the
proceeds from this issuance to partially repay its existing term
loan B and pay down the outstanding borrowings on its revolving
credit facility. The '1' recovery rating indicates S&P's
expectation for very high recovery (90%-100%; rounded estimate:
95%) in the event of a payment default.
S&P said, "Our 'BB-' issue-level rating and '3' recovery rating on
Buckeye's existing senior unsecured debt are unchanged, indicating
our expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default. Our 'BB-' issuer credit
rating and stable outlook on Buckeye Partners are also unchanged
because we view this transaction as credit neutral."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a default
occurring in 2027 due to reduced revenue stemming from lower
volumes through its transportation and storage segment, most likely
due to a prolonged period of backwardation, reduced refined product
demand, and the subsequent inability of customers to meet their
contractual agreements.
-- The revolving credit facility and term loan B are secured by a
first-lien interest on the majority of Buckeye's assets. However,
the credit facility is secured by principal property while the term
loan is not.
-- S&P assumes the $1.2 billion revolving credit facility is 85%
drawn at the time of default.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: $825 million
-- EBITDA multiple: 7.0x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $5.5
billion
-- Revolving credit facility secured by principal property: $1.0
billion
-- Value available to senior secured debt claims: $3.5 billion
-- Senior secured debt: $2.4 billion
--Recovery expectations for senior secured debt: 90%-100%
(rounded estimate: 95%)
-- Value available to senior unsecured debt claims: $2.1 billion
-- Senior unsecured debt claims $3.2 billion
--Recovery expectations for senior unsecured debt: 50%-70%
(rounded estimate: 60%)
-- Subordinated debt: $277 million
--Recovery expectations for subordinated debt: Not available.
CAN B CORP: Sells $156,250 Promissory Note to Walleye
-----------------------------------------------------
Can B Corp. disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission that the Company completed
the sale of a promissory note in the principal amount of $156,250
to Walleye Opportunities Fund, Ltd. pursuant to a Securities
Purchase Agreement between the Company and the Investor.
The purchase price of the Note was $125,000, representing a 20%
original issue discount. The Initial Note is non-interest bearing,
except in the case of the event of a default, in which case
interest will accrue from the date of the default at a rate equal
to the lower of 18% per annum or the maximum rate permitted by law.
The Initial Note becomes due on Oct. 27, 2024.
The Investor may elect to convert the principal amount of the
Initial Note and default interest, if any, subject to adjustment at
a price equal to 90% of the lowest daily volume weighted average
price of the common stock during the fifteen trading days preceding
the conversion date.
The Investor and/or investors introduced by the Investor may
purchase up to an additional $1,693,750 aggregate principal amount
of notes having terms substantially similar to the Initial Note.
In addition to the principal and interest payment obligations under
the Notes, the Company has agreed to pay and/or cause its newly
formed 70% owned subsidiary, Nascent Pharma, LLC, to pay the
Investor 15% of all amounts that would otherwise be distributable
to the Company by Nascent until the Investor receives distributions
in the aggregate amount that equal the sum of (a) 200% of the
purchase price of notes previously issued by the Company to the
Investor plus (b) 200% of the principal amount of certain notes
previously issued by the Company and acquired by the Investor from
a third party plus (c) 100% of the purchase price of Notes
purchased pursuant to the Stock Purchase Agreement; provided,
however, if the Investor and/or other investors purchase $1,875,000
aggregate principal amount of Notes pursuant to the Stock Purchase
Agreement, the obligation to pay 100% of the purchase price of the
Notes shall be increased to 200% of the purchase price of such
Notes. The amounts distributable by Nascent to the Company, if
any, will represent the proceeds of Nascent's enforcement of
certain patents it is seeking to acquire. Nascent has not yet
acquired such patents and no assurance can be given that it will be
able to complete such acquisition. Under the terms of the Stock
Purchase Agreement, the purchase of New Notes by the Investor
and/or investors introduced by the Investor is subject to, among
other things, Nascent's acquisition of the patents. If Nascent
does not complete the acquisition of the patents, the Company does
not expect that any New Notes will be purchased and the Company
will have no obligation to pay additional consideration to the
Investor.
In the event of a default under a Note, the Company shall be
required to pay the holder of the Note an amount equal to the
amount determined by multiplying the principal amount of the Note
then outstanding plus default interest by 135%, plus costs of
collection. The Investor may elect to accept payment of any such
amount in cash and/or shares of the Company's common stock, valued
for this purpose at the lower of the conversion price then in
effect or a 60% discount to the lowest volume weighted average
price of the common stock during the five trading days preceding
the conversion date.
The Investor has been granted a right of first refusal to
participate in future financing transactions conducted by the
Company.
The Company has entered into a Registration Rights Agreement with
the Investor pursuant to which the Company has agreed to file a
registration statement with the Securities and Exchange Commission
by Dec. 11, 2023 to register for public resale the shares of common
stock issuable upon the conversion of the Note and a consolidated
note issued to the Investor in the principal amount of $1,354,210
which combined certain notes held by the Investor into a single
note. If the Company fails to file the registration statement by
Dec. 11, 2023 or have the registration statement declared effective
by the deadlines set forth in the Registration Rights Agreement,
the Company will be required to make a payment of 2% of the amount
then owed under the Note and the Consolidated Note for each 30 day
period after the applicable deadline that the Company does not file
the registration statement or the registration statement is not
declared effective. The Investor has also been granted piggyback
registration rights with respect to the shares of common stock
issuable upon the conversion of the Notes it acquires and the
Consolidated Note. Each of the Initial Note and Consolidated Note
grants full ratchet anti-dilution protection to the Investor in the
event that the Company issues common stock or rights to purchase
common stock at a price less than the conversion or exercise price
then in effect.
About Can B Corp
Headquartered in Hicksville New York, Canbiola, Inc. (now known as
Can B Corp) -- http://www.canbiola.com-- develops, manufactures
and sells products containing cannabinoids derived from hemp
biomass and the licensing of durable medical devises.
Can B Corp. reported a net loss of $14.92 million for the year
ended Dec. 31, 2022, compared to a net loss of $12.17 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$15.56 million in total assets, $12.86 million in total
liabilities, and $2.70 million in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
CHARTER COMMUNICATIONS: Moody's Rates New Sr. Secured Notes 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to new senior
secured notes to be issued at Charter Communications, Inc.'s
(Charter or the Company) wholly owned subsidiary Charter
Communications Operating, LLC (CCO) and Charter Communications
Operating Capital Corp. Charter's Ba2 Corporate Family Rating,
Ba2-PD Probability of Default Rating, and all instrument ratings
are unaffected by the proposed Transaction. The stable outlook and
SGL-1 Speculative Grade Liquidity are unchanged.
Moody's expects the transaction to be credit neutral. Interest
costs will be higher on the new notes than the Company's 4.500% CCO
Senior Secured Notes, but lower than the Company's CCO Senior
Floating Rate Notes (both due in February 2024), and the maturity
profile is improved. Charter intends to use the net proceeds from
the financing for general corporate purposes, to repay certain
indebtedness, share and unit repurchases and to pay related fees
and expenses. Moody's expects the transaction to be essentially
leverage neutral (net of repayment) and will not materially change
the credit profile or the proportional mix of secured and unsecured
debt, or the resultant creditor claim priorities in the capital
structure. The terms and conditions of the newly issued obligation
are expected to be materially the same as existing obligations of
the same class.
RATINGS RATIONALE
Charter Communications, Inc.'s (Charter or the Company) credit
profile is supported by its substantial scale and share of the
cable industry and superior, high-speed network with fiber
broadband competitors overlapping in only portions of its
footprint. Charter is the second largest cable company in the
United States, serving approximately 32.2 million customers
(internet, video and voice, excluding enterprise) and about 7.2
million mobile lines across 41 states, generating approximately
$54.6 billion in revenue. Sustained broadband demand supports
revenue stability and profitability, providing an operating hedge
to the secular decline in video and wireline voice services.
Additionally, government subsidized new builds in unserved or
underserved markets will further support growth. The business model
is also highly predictable, with a diversified footprint and
customer base and largely recurring revenue.
The credit profile is constrained by governance risk (reflected in
an Issuer Profile Score of G-4 and Credit Impact Score of CIS-4).
Risks primarily reflect the company's financial strategy and risk
management policies which tolerates and targets net leverage of
4.0-4.5x (translating to approximately 4.7x Moody's adjusted gross
debt to EBITDA). Additionally, most free cash flow is used used for
share repurchases and ownership is somewhat concentrated.
The Company generally sizes debt issuance to maintain pace with
EBITDA growth, driving already high absolute debt levels (near
$99.2 billion, Moody's adjusted as of September 30, 2023), ever
higher (to over $100 billion over the next 12-18 months). Charter
is challenged by, and exposed to, secular pressure in its wireline
voice and video services, evidenced by the sustained loss of
customers due to competition and changes in media consumption,
driving penetration rates lower. Moody's also views broadband
wireless technology as a potential threat to a portion of the
Company's wireline broadband business over the medium term. To
manage the risk, and participate in the opportunity, Charter is
ramping its own wireless services as a mobile virtual network
operator (MVNO). While the wireless service has experienced rapid
growth and is driving the top-line, its currently producing
negative free cash flows and Moody's expects the run-rate economics
- at scale - will be less profitable than most of its existing
services. Capital intensity has also increased significantly (with
capex expected to be in the low 20% range of revenue over the next
12-18 months) to evolve and expand the network in response to
competitive pressure and good investment opportunities to serve
rurual America.
The SGL-1 liquidity rating reflects very good liquidity with free
cash flow of between $2.5 billion to $3.5 billion (temporarily
constrained by elevated capital intensity), $3.3 billion available
under its $5.5 billion revolving credit facility (at September 30,
2023), and comfortable headroom under financial covenants.
Moody's rates the senior secured 1st lien credit facilities and
senior secured 1st lien notes at Charter Communications Operating,
LLC, Time Warner Cable LLC, and Time Warner Cable Enterprises LLC
Ba1 (LGD3), one notch above the Ba2 CFR. Secured lenders benefit
from junior capital provided by the senior unsecured notes issued
at CCO Holdings, LLC and CCO Holdings Capital Corp. (which have no
guarantees), the most junior claims and rated B1 (LGD5), with
contractual and structural subordination to all other obligations.
Instrument ratings reflect the Ba2-PD Probability of Default Rating
with a mix of secured and unsecured debt, which Moody's expect will
result in an average rate of recovery of approximately 50% in a
distressed scenario.
The stable outlook reflects Moody's expectation that debt will rise
to over $100 billion, and revenues and EBITDA will rise to near $55
billion and $21-$22 billion, respectively by the end of 2024.
Moody's project EBITDA margins will rise marginally, to near 40%,
producing average annual FCF of $2.5 to $3.5 billion.
Key assumptions include capex to revenue rising to the low 20% and
borrowing costs rising to mid 5% range. Moody's expect video and
voice subscribers to fall by at least mid to high single digit
percent respectively, and data subscribers to rise by at least very
low single digit percent. Moody's expect leverage to remain near
Moody's 4.75x tolerance, and free cash flow to debt to fall to
2.5%-3.5%. Moody's expect liquidity to remain very good.
Note: all figures are Moody's adjusted, over the next 12-18 months
unless otherwise noted.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider an upgrade if:
-- Leverage (Moody's adjusted debt/EBITDA) is sustained below
4.25x, and
-- Free cash flow-to-debt (Moody's adjusted) is sustained above
7.5%
An upgrade would also be conditional assuming no material,
unfavorable, sustained changes in financial policy, operating
performance, the business model or liquidity.
Moody's could consider a downgrade if:
-- Leverage (Moody's adjusted debt/EBITDA) is sustained above
4.75x, or
-- Free cash flow-to-debt (Moody's adjusted) is sustained below
5.0%
Moody's could also consider a negative rating action if liquidity
deteriorated, financial policy turned more aggressive, scale or
diversity declined, or there was material, unfavorable and
sustained trends in operating performance or the business model.
The principal methodology used in these ratings was Pay TV
published in October 2021.
Charter Communications, Inc., headquartered in Stamford,
Connecticut, provides video, data, phone, and wireless services.
Across its footprint, which spans 41 states, Charter serves 32.2
million customers (internet, video and voice, excluding enterprise)
and about 7.2 million mobile lines, making it the second-largest
U.S. cable operator. The company sells its services under the
Spectrum brand. Revenue for the 12 months ended September 30, 2023
was approximately $54.6 billion. Charter is a public company with
the largest shareholders Liberty Broadband Corporation (unrated)
and the Advance/Newhouse family.
CHATTAN 1379: Unsecured Creditors to Get Nothing in Plan
--------------------------------------------------------
Chattan 1379, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Georgia a Plan of Reorganization dated October
30, 2023.
The Debtor owns three commercial properties – two in Decatur
County, Georgia and one in Miller County, Georgia. All three
properties operate as gas stations, and Debtor is in the process of
evicting its current non-paying tenants and obtaining new tenants
to take over the properties.
The Debtor's sole owner and shareholder is Samuel Isaiah Bora. His
son, Isaiah Moses Bora, is significantly involved in the operation
of the business.
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 General Unsecured Claims including any
potential deficiency claims. If the Plan is confirmed under Section
1191(a) of the Bankruptcy Code, the Debtor shall pay the General
Unsecured Creditors $0.00, as Debtor asserts that no unsecured
creditors hold valid claims. Debtor anticipates and projects but
does not warrant the following Holders of Class 3 Claims: SBRE
($5,929,094.65); Alpaben Patel ($1,442,000.00); and 1012 Gauri, LLC
($140,000.00). Debtor disputes these creditors' claims and
estimates no distributions will be made.
If the Plan is confirmed under Section 1191(b) of the Bankruptcy
Code, Class 3 shall be treated the same as if the Plan was
confirmed under Section 1191(a) of the Bankruptcy Code.
Notwithstanding anything else in this document to the contrary, any
claim listed above shall be reduced by any payment received by the
creditor holding such claim from any third party or other obligor
and Debtor's obligations hereunder shall be reduced accordingly. No
insiders shall receive any distributions under this Class.
The Claims of the Class 3 Creditors are Impaired by the Plan, and
the holders of Class 3 Claims are entitled to vote to accept or
reject the Plan. Nothing herein shall constitute an admission as to
the nature, validity, or amount of such claim. Debtor reserves the
right to object to any and all claims.
Class 4 consists of Samuel Isaiah Bora, Sr. as the only equity
interest holder of the Debtor. Mr. Bora shall retain his interest
in the reorganized Debtor as the 100% owner of its outstanding
membership interests.
The source of funds for the payments pursuant to the Plan will be
the rental revenue from the Properties.
A full-text copy of the Plan of Reorganization dated October 30,
2023 is available at https://urlcurt.com/u?l=6WPPrM from
PacerMonitor.com at no charge.
Attorney for Debtor:
Will B. Geer, Esq.
Caitlyn Powers, Esq.
ROUNTREE LEITMAN KLEIN & GEER, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Tel: (404) 584-1238
Email: wgeer@rlkglaw.com
cpowers@rlkglaw.com
About Chattan 1379, LLC
Chattan 1379, LLC is a lessor of real estate in Leesburg, Ga.
The Debtor filed Chapter 11 petition (Bankr. M.D. Ga. Case No.
23-10628) on July 31, 2023, with $1 million to $10 million in both
assets and liabilities. Samuel Isaiah Bora, manager, signed the
petition.
Judge Austin E. Carter oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the
Debtor's legal counsel.
CLUBCORP HOLDINGS: Moody's Cuts CFR to Caa2, Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded ClubCorp Holdings, Inc.'s (dba
Invited, Inc. "Invited") Corporate Family Rating to Caa2 from Caa1
and Probability of Default Rating to Caa2-PD/LD from Caa1-PD.
Concurrently, Moody's downgraded the rating for the company's
existing first lien credit facilities (revolver due September 2024
and first lien term loan due September 2024) to Caa1 from B3 and
the rating for the existing senior unsecured notes due September
2025 to Ca from Caa3. Additionally, Moody's assigned a Caa1 rating
to the newly amended/extended first lien term loan due September
2026. The outlook is negative.
Invited completed the previously announced amend/extend transaction
of the first lien term loans with about 97% of participation from
lenders as well as the conversion of about $318 million (roughly
74%) of senior unsecured notes to a newly created second lien
pay-in-kind (PIK) term loan. Moody's views the senior notes
exchange transaction as a distressed exchange because the
conversion of the interest to pay-in-kind represents an economic
loss to the note holders. Moody's appended a limited default
designation (/LD) to the PDR to reflect the distressed exchange.
Moody's will remove the "/LD" designation from the company's PDR in
approximately three business days.
After the closing of these transactions, the company's debt
structure consists of an undrawn $130 million revolver expiring in
September 2024, roughly $36 million of remaining first lien term
loans due September 2024, $107 million of remaining 8.5% senior
unsecured notes due September 2025, $1,062 million of newly
amended/extended first lien term loans due September 2026, and an
unrated new $318 million second lien PIK term loan due September
2026.
The downgrade of the CFR to Caa2 reflects Moody's view that even
after the recent amend/extend of term loans and notes exchange, the
near term refinancing needs and risk of a distressed exchange to
address the remaining 2024/2025 maturities is still high. Moody's
views the capital structure is unsustainable in its current form
without a meaningful increase in earnings given Invited's heavy
debt burden (roughly $1.65 billion funded debt), high leverage with
Moody's adjusted debt-to-EBITDA exceeding 9x for the 12 months
ended (LTM) June 30, and negative free cash flow resulting from the
high interest expense and capital expenditure needs. The PIK
interest and negative free cash flow indicates that growing debt
will place upward pressure on leverage unless earnings increase
significantly. Liquidity remains weak because the company still
needs to address the $130 million revolver that matures in
September 2024 and the remaining $36 million of first lien term
loan due September 2024, which are both now current. There are
still about $107 million of senior notes due September 2025
outstanding, and Moody's views the risk of another distressed
exchange (DE) event as high as the company seeks ways to address
this maturity. The beneficial effects of the transaction including
addressing a significant amount of its 2024 and 2025 maturities
while leaving cash interest expense relatively unchanged do not
mitigate the capital structure risk.
Moody's expects earnings growth over the next year will result in a
slight improvement in leverage, but the company's high capital
spending along with a very high interest burden will continue to
constrain its free cash flow generation. LTM free cash flow was
negative $12 million. The cash balance is about $40 million at June
30 pro forma for the $44 million debt paydown as part of the
amend/extend. Moody's expects modestly negative free cash flow over
the next year will lead to a further draw down of cash to fund the
deficit and roughly $11 million of required annual term loan
amortization. There is also the risk that a worsening macroeconomic
environment with higher unemployment could weaken new member
sign-ups and initiation fees, raise membership churn, and modestly
reduce spending by existing club members.
The instrument rating downgrades reflect the CFR downgrade while
the Caa1 assignment to the new term loan due September 2026
reflects that the loan has the same collateral package as the
existing credit facility. The downgrade of the senior unsecured
notes rating to Ca additionally reflects that the remaining $107
million of notes are now effectively subordinated to a larger
amount of secured debt due to the partial conversion of notes to
the new second lien term loan.
Governance risk is a key factor in the rating action due to the
willingness to pursue a distressed exchange transaction that
preserves the equity position, and the likelihood of additional
restructuring actions to address the very high leverage. As a
result, Moody's changed the financial strategy and risk management
issuer profile score (IPS) to 5 from 4, the governance IPS to G-5
from G-4, and the credit impact score to CIS-5 from CIS-4.
RATINGS RATIONALE
Invited's Caa2 CFR reflects the company's high near term
refinancing risk and high likelihood of another distressed exchange
event given its heavy debt load, high interest burden, weak
liquidity, and the need to address upcoming maturities. Invited has
very high financial leverage with Moody's lease adjusted
debt-to-EBITDA exceeding 9x for the LTM period. Although Moody's
expects leverage to improve slightly over the next year due to
earnings growth, it will remain very high for its business profile
in the current high interest rate and tight lending environment.
The company's core business as a golf, city and stadium club
owner/operator is susceptible to discretionary consumer spending
and factors such as varying regional weather conditions. High
capital spending for ongoing reinvestment and maintenance of the
clubs is necessary to retain a premium service offering. Invited
also faces event risk stemming from the potential for large outlays
associated with refunds of initiation deposits, of which the
current portion of the liability is approximately $288 million. The
rating is also constrained by the aggressive financial policy risk
due to private equity ownership with a track record of debt
financed acquisition. Free cash flow for the 12 months ended June
2023 was a weak -$12 million.
However, the ratings reflect Invited's leading position in the
private club membership business and its solid recurring revenue
base, which is underpinned by a dues-based business model and
affluent clientele. Additionally, the credit profile benefits from
significant real estate value for the 104 out of 159 golf and
country clubs that the company owns as well as the meaningful
overall asset value of the clubs. The asset base provides some
ability to monetize clubs to help pay down debt and address
maturities. The company's main business operating golf and country
clubs (close to 90% of revenue) helped mitigate the impact from the
coronavirus pandemic as demand for outdoor sports such as golf
remained strong during the pandemic.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects high near term refinancing risk and
potential for another distressed exchange event over the next year.
The company's high debt load and weak liquidity amid a tight
lending environment will continue to challenge its ability to
address the remaining 2024 and 2025 debt maturities at acceptable
terms and reasonable costs.
The ratings could be upgraded if the company successfully
refinances its remaining maturities and is able restore positive
free cash flow and the ability to reduce debt. Continued growth in
revenue and earnings that results in a reduction of leverage and
improved liquidity are also necessary for an upgrade.
The ratings could be downgraded if the company's operating
performance or liquidity weakens, free cash flow remains negative,
the risk of distressed exchange or other restructuring event
increases further, or potential recovery value declines.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Dallas, Texas, Invited is one of the largest
owner, operator and manager of private golf, country, city, sports
and alumni clubs in North America, and the largest owner of golf
clubs in the US. As of year-end 2022, the company operated 159 golf
& country clubs, 35 city clubs, 7 stadium clubs and 7 BigShots Golf
locations in 29 states, the District of Columbia and two foreign
countries (Mexico and United Kingdom). The company has been owned
by Apollo Global Management, LLC since 2017. Revenue for the 12
months ended June 30, 2023 was about $1,443 million.
COLLEGE SQUARE: Seeks to Hire Jason Ward Law as Bankruptcy Counsel
------------------------------------------------------------------
College Square Hospitality, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of South Carolina to employ Jason
Ward Law, LLC as its bankruptcy counsel.
The firm's services include:
(a) preparation or amendment of schedules;
(b) representation in contested matters; and
(c) preparation of a plan of reorganization and disclosure
statement and other matters which may arise during the
administration of this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Jason Ward $325
Paralegals $125
Jason Ward, Esq., an attorney at Jason Ward Law, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jason M. Ward, Esq.
Jason Ward Law, LLC
311 Pettigru St.
Greenville, SC 29601
Telephone: (864) 239-0007
Email: Jason@wardlawsc.com
About College Square Hospitality
College Square Hospitality Inc. is a Single Asset Real Estate (as
defined in 11 U.S.C. Sec. 101(51B)).
College Square Hospitality Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 23-02974) on
October 2, 2023. In the petition filed by Ying Chuang, owner, the
Debtor reported assets between $1 million and $10 million and
liabilities between $100,000 and $500,000.
Judge Helen E. Burris oversees the case.
Jason Ward Law, LLC serves as the Debtor's bankruptcy counsel.
COMMSCOPE: Unsecured Creditors Tap Akin Gump as Earnings Decline
----------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that some of CommScope
Holding Co.'s unsecured noteholders are getting advice from law
firm Akin Gump Strauss Hauer & Feldas the telecommunications
infrastructure company's performance continues to deteriorate,
according to people familiar with the situation, who asked not to
be identified discussing a private matter.
CommScope's debt and shares plunged last week, after it reported
preliminary third-quarter sales that missed estimates.
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.
DIRECTBUY HOME: Seeks to Hire Stretto as Administrative Advisor
---------------------------------------------------------------
DirectBuy Home Improvement, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ Stretto,
Inc. as administrative advisor.
The Debtor requires an administrative advisor to:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes; prepare any related reports, as required
in support of confirmation of a Chapter 11 plan;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) manage and coordinate any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and
(e) provide claims analysis and reconciliation, case research,
depository management, treasury services, confidential online
workspaces or data rooms, and any related services.
Prior to the petition date, the Debtor provided Stretto an advance
retainer in the amount of $15,000.
The firm will seek reimbursement for expenses incurred.
Sheryl Betance, a senior managing director of Stretto, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About DirectBuy Home Improvement
DirectBuy Home Improvement, Inc., doing business as Z Gallerie, is
a specialty retailer focused on fashion and art-inspired home
décor and home furnishings. The company is based in Gardena,
Calif.
DirectBuy Home Improvement sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19159) on
October 16, 2023. In the petition signed by Robert Fetterman, chief
financial officer and interim chief executive officer, the Debtor
disclosed up to $100 million in both assets and liabilities.
The Debtor tapped Michael D. Sirota, Esq., at Cole Schotz PC as
legal counsel and Stretto, Inc. as administrative advisor.
ZG Lending SPV, LLC, as DIP agent and prepetition agent, is
represented by Lowenstein Sandler LLP's Robert M. Hirsh, Esq., and
Phillip Khezri, Esq.
DIVERSIFIED HEALTHCARE: In Talks with Lenders to Relax Loan Terms
-----------------------------------------------------------------
Diversified Healthcare Trust disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended September 30, 2023, that there is substantial doubt
about the Company's ability to continue as a going concern.
According to the Company, "The senior living industry has been
adversely affected by a slow recovery from the COVID-19 pandemic,
as well as economic and market conditions. These conditions
continue to have a significant negative impact on our results of
operations, financial position and cash flows. Although there have
been signs of recovery and increased demand when compared to the
low levels during the COVID-19 pandemic, the recovery of our senior
housing operating portfolio, or SHOP, segment has been slower than
previously anticipated and uneven, and we cannot be sure when or if
the senior living business will return to historic pre-pandemic
levels. To mitigate the effects of the slow recovery coming from
the COVID-19 pandemic and the increased variability in operating
cash flows from our SHOP communities, we continue to work with our
senior living operators to manage costs, especially labor costs,
and to increase rates and occupancy. However, increased operating
costs resulting from difficult labor market conditions, wage and
commodity price inflation and increased insurance costs, among
other things, continue to negatively impact margins."
"Additionally, while our senior living operators have increased
rates, those rates are increasing gradually and are not increasing
at the same pace as our costs, putting further pressure on our
margins. In order to increase the probability of a recovery of our
cash flows, we have continued to invest capital in our SHOP
segment, which has reduced our cash balances since the filing of
our Annual Report on March 1, 2023. As a result of our decreased
cash balances, we have deferred, and may continue to defer, future
capital expenditures to preserve liquidity, which may slow the pace
of any recovery of our cash flows. As of September 30, 2023, our
ratio of consolidated income available for debt service to debt
service was below the 1.5x incurrence requirement under our credit
agreement and our public debt covenants, and we cannot be certain
how long this ratio will remain below 1.5x. We are unable to
refinance existing or maturing debt or issue new debt until this
ratio is at or above 1.5x on a pro forma basis."
As of September 30, 2023, Diversified had $278,122,000 of cash and
cash equivalents and $700,000,000 of outstanding debt due within
one year, including $450,000,000 in outstanding borrowings under a
credit facility, which matures on January 15, 2024, and
$250,000,000 of senior notes that mature on May 1, 2024. The credit
facility is secured by 62 properties which had an appraised value
of approximately $1,114,270,000 based on appraisals completed in
2023.
"Based on these challenges, as well as our reduced cash balances,
additional capital commitments in both our Office Portfolio and
SHOP segments and upcoming debt maturities, we have concluded that
there is substantial doubt about our ability to continue as a going
concern for at least one year from the date of issuance of these
financial statements," the Company said.
In September 2023, subsequent to the termination of our proposed
merger with Office Properties Income Trust, or OPI, Diversified
engaged B. Riley Securities, Inc., as a financial advisor to help
the Company evaluate its options to address near term capital
needs, including the upcoming debt maturities. Among the
alternatives being considered to address the near term capital
needs are raising permissible new capital, including by selling
assets, as well as seeking an extension of the maturity date of the
credit facility. Regarding any new capital that may be raised,
Diversified said it is limited in the type of financings it can
pursue as it cannot currently refinance existing or maturing debt
or issue new debt.
Diversified continued, "We are also engaging in discussions with
the lenders under our [$450,000,000] credit facility regarding an
amendment to our credit agreement to extend the maturity date of
the facility, amend certain covenants and allow us to repay
maturing debt, among other things. While we believe that the new
capital we expect to raise, including proceeds from our planned
asset sales, and the possible extension of the maturity date of our
credit facility, will alleviate the substantial doubt about our
ability to continue as a going concern, we cannot provide assurance
that we will raise new capital or sell assets or that any new
capital raised, including proceeds from our planned asset sales,
will be sufficient to repay our maturing debt or that our lenders
will agree to an extension of the maturity date of our credit
facility."
"Due to challenging capital market conditions, in particular with
respect to commercial real estate, we do not believe that it is
probable, as of the date of issuance of these financial statements,
that we will raise sufficient new capital, including proceeds from
our planned asset sales, to meet our upcoming contractual
commitments. As of November 1, 2023, we cannot demonstrate that our
management's plans to alleviate the substantial doubt about our
ability to continue as a going concern will be probable in
mitigating the conditions that raise the substantial doubt because
our plan to raise permissible new capital, including proceeds from
our planned asset sales, and to extend the maturity date of our
credit facility, is subject to market conditions and lender
approvals, among other things, which are beyond our control."
For the three months ended September 30, 2023, the Company reported
a net loss of $65,779,000 compared to a net loss of $81,492,000 for
the same period in 2022.
A full-text copy of the Company's Form 10-Q Report is available at
https://tinyurl.com/2ran73ns
About Diversified Healthcare Trust
Diversified Healthcare Trust is a real estate investment trust,
which owns senior living communities, medical office and life
science buildings and wellness centers throughout the United
States. DHC is managed by the operating subsidiary of The RMR
Group Inc. (Nasdaq: RMR), an alternative asset management company
that is headquartered in Newton, Mass.
As of September 30, 2023, Diversified Healthcare has $5,530,256,000
in total assets and $3,088,730,000 in total liabilities.
E.W. GRADING: Joseph Frost of Buckmiller Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina appointed Joseph Frost, Esq., as Subchapter V trustee for
E.W. Grading, Inc.
Mr. Frost, a member of the law firm of Buckmiller, Boyette & Frost,
PLLC, will be paid an hourly fee of $350 for his services as
Subchapter V trustee.
Mr. Frost declared that he does not have an interest materially
adverse to E.W. Grading and the company's creditors and equity
security holders.
About E. W. Grading
E. W. Grading, Inc. filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-03027) on Oct.
20, 2023, with $500,001 to $1 million in both assets and
liabilities.
Judge Pamela W. Mcafee oversees the case.
David J. Haidt, Esq., at Ayers & Haidt, P.A. represents the Debtor
as legal counsel.
EASTERN POWER: S&P Affirms 'B' Rating on Sr. Secured Term Loan B
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on Eastern Power LLC's
senior secured term loan B (TLB) and revolving credit facility
(RCF). The recovery rating on the debt remains '3', indicating its
expectation of substantial (50%-70%; rounded estimate: 50%)
recovery in a default scenario.
The negative outlook reflects S&P's view that the project will need
to significantly deleverage over the coming two years to reach the
TLB 2025 maturity date with a sustainable capital structure, amid
loss of cash flow diversity in mid-2025 with only the Astoria site
remaining to service debt following the Gowanus and Narrows
retirement.
Eastern Power is a project-financed portfolio of three merchant
assets totaling 1.95 gigawatts (GW). These plants service New York
Independent System Operator (NYISO) Zone J. The plants are part of
the U.S. Power Generating Co. and include three peaking facilities
totaling 1,631 megawatts (MW) in NYISO Zone J (i.e., Astoria,
Gowanus, and Narrows), with a weighted age of 59 years.
Key strengths
The NYISO assets are situated in constrained pockets of the market,
resulting in a premium on capacity and energy revenues. This is
exemplified by the 2023 summer capacity prices increase of 244%
versus the same period in 2022. The assets represent a significant
portion of New York City's capacity and regulatory support exists
to ensure the system meets reliability in the critically sensitive
Zone J.
Key risks
-- The portfolio has a significant reliance on capacity prices in
NYISO with over 85% of margins derived from capacity payments into
2024.
-- The project will rely on only one asset (Astoria) after the
retirement of Gowanus and Narrows beyond 2025-2026, creating cash
flow concentration risk post-refinancing. Gowanus and Narrows will
be retired but timing and monetization is still uncertain. The
retirement is due to the Peaker Rule--New York State Department of
Environmental Conservation's (NYSDEC) regulations on nitrogen oxide
(NOx) emission limitation from simple-cycle combustion turbines.
Even though the retirement is likely to occur at some time in the
near future, it is also likely that they will continue operating a
few years beyond 2025 due to reliability concerns on NYSO Zone J.
-- The portfolio continues to have refinancing risk when the term
loan matures in 2025. S&P forecasts debt outstanding at maturity of
around $296 million on the TLB.
S&P said, "NYISO Zone J summer 2023 and winter 2023-2024 capacity
prices have cleared at higher prices, exceeding our projections,
and we expect similar prices in 2024.Capacity prices in the NYISO
Zone J, which were at historically low levels for the summers of
2021 and 2022 (about $5.00 per kilowatt-month [kW-month]), have
rebounded sharply. The summer capacity auction cleared at
$17.75/kW-month compared our forecast of $12.50/kW-month, and the
winter 2023-2024 capacity auction cleared at $12.90/kW-month
compared with our expectation of $8.00/kW-month.
"This reflects a strong reversal of prices that were depressed
largely due to the pandemic-related demand decline. We expect the
NYISO Zone J capacity market will remain favorable until at least
2025. Under these assumptions, we place Zone J summer capacity
prices for 2024 at $15.75/kW-month, declining to a long-term price
of $12.50/kW-month in 2026. We escalate this price at 2.5% annually
beyond that period.
"We view this material change in the capacity price trend as
significantly important for Eastern Power, as operating cash flows
should remain strong in the upcoming years. In 2024 and 2025, we
expect cash flow sweeps coming from operating cash flows at around
$55 million and $70 million, respectively, which will be key to
leverage reduction before the TLB maturity date.
"Capacity revenues represent about 85%-90% of Eastern Power's cash
flow generation; therefore, any change in capacity prices will
affect its financial performance. In 2023, Eastern Power was not
able to fully realize the benefit of high prices entirely as some
capacity was previously hedged at lower prices. Our revised
expectations for 2024 capacity prices have resulted in increase in
capacity revenues of 10%-15% through 2025.
"Refinancing risk heightened as cash sweep will be lower than our
expectation in 2023, but we see a path toward rapid deleveraging
from asset sales.Eastern Power's cash sweep was $10 million lower
than we expected in 2022 and will be around $15 million lower than
our expectation for 2023. We view these slight sweep
underperformances as a continuous pressure against reaching a
sustainable capital structure at the refinancing date, which we
reflect in our negative outlook. However, we see a path to debt
leverage of around $350 million to less than $300 million at
maturity, which we view as sustainable, through the higher cleared
NYISO capacity price and newly announced 20 acres Astoria land sale
within the highly constrained Zone J. Astoria land is not under any
land sale agreement at the moment, thus it is not included in our
current base case. However, Astoria land does carry significant
land that would support the outstanding debt balance when it comes
to fruition.
"For 2024, we expect about a $50 million cash sweep from operations
and about an $80 million cash sweep from the net proceeds of the
Narrows land sale. Narrows has sold an option for land sale to an
offshore wind developer, that gives the developer the rights to buy
the land under specific terms and conditions, in which the
developer would also need to be awarded a contract as a result of
the NYSERDA offshore wind request for proposal (RFP). The award
decision was delayed twice in 2023 and we currently anticipate
closure in mid-2024. In case the developer does not exercise the
option, the project would need to find another buyer for the land.
For 2025, we expect around a $70 million cash sweep from operations
and about $120 million cash sweep from the net proceed of the
Gowanus land sale after facility retirement.
"Market risk increased given that we now expect Eastern to sweep
more cash within a shorter timeline, because a capacity market
construct shift can imperil the ability to sweep cash from
operations. We also remain cautious of the real estate market due
to the current interest rate environment as well as the timing of
the deal close. Additionally, we also note the delay in the
entrance of renewables and firm power to the NYISO Zone J market
can potentially delay the retirement of the Gowanus and Narrows
facilities, the two assets that are currently scheduled to retire
due to the Peaker Rule.
"While we do not anticipate a lack of buyers' interest for the
parcel of land, a delay in the deal's closing could jeopardize the
ability to deleverage before the 2025 TLB maturity date, which we
also reflect in our negative outlook. We have revised our
assessment of Eastern's business risk to reflect increased market
risk and exposure to a single asset beyond 2025, as well as
financial sponsor behavior where decision-making can prioritize the
interest of equity over debt, as seen with debt upsizings that
occurred in the past; however, this does not affect our rating on
the project as of now. The overall operations phase SACP remains
'b'.
"We expect Eastern Power to maintain stable DSCRs despite the loss
of portfolio diversity. Through 2025 we expect solid DSCRs
averaging approximately 2.5x. The outstanding TLB debt is currently
about $650 million. We expect operating cash flow sweeps of about
$30 million in fourth-quarter 2023 and about $50 million in 2024 to
achieve a year-end debt balance of approximately $490 million,
together with around $80 million to $85 million proceeds from the
Narrows land sale. The RCF was extended to April 2025 and was
stepped down to $30 million on Oct. 1. The amount will be further
stepped down to $20 million on Jan. 1, 2024, and $15 million on
July 1, 2024. We deem the lower revolver commitment as sufficient
for liquidity needs, given that a benign capacity market
environment will not require significant collateral, and at the
same time, reduce debt service cost. This is also favorable in
light of higher interest costs between 8% and 9%. We now project
debt outstanding at maturity in 2025 of about $296 million. As a
result, we expect a lower minimum DSCR of around 0.93x. The minimum
expected DSCR of 0.93x occurs during the refinancing period in
2027, and we will only consider cash flows from Astoria to be
servicing our assumption of a fully amortizing bond through 2037.
However, we note that the project could choose a different
refinancing strategy or structure and that Narrows and Gowanus
could extend operations beyond 2025 for imminent Zone J reliability
concerns.
"The negative outlook reflects our view of heightened refinancing
risk relating to capacity prices dependency, ability to sweep cash,
and a possible delay in asset sales to pay down the loan.
Additionally, the outlook reflects an increased risk of relying on
a single asset portfolio following the TLB maturity date. We expect
the DSCR will average about 2.5x for the next two years and that
continued high capacity prices in 2024 will improve cash flow for
the portfolio. We also expect the project to continue to repay debt
through the cash flow sweep or voluntary prepayments and asset
sale, in order to reach an outstanding amount of below $300 million
by the refinancing date. We forecast a minimum DSCR of 0.93x
post-maturity from 2025-2037, with the assumption that the project
refinances the TLB with a fully amortizing profile, even though we
note the project can choose a different refinancing strategy or
capital structure."
Downside scenario
S&P would consider lowering the ratings if it:
-- Forecast debt outstanding at maturity materially greater than
$300 million; or
-- Expect minimum DSCRs to be significantly below 1x during our
assumed refinancing period.
The most likely catalyst for this would be a material decline in
capacity prices, the failure to close asset sales and repay debt
before the refinancing date, or the failure to use excess operating
cash to deleverage before maturity.
Upside scenario
S&P would revise the outlook to stable if:
-- S&P's view of the project's refinancing risk improves based
solely on Astoria's expected cash flow.
-- Asset monetization for TLB repayment materially reduces debt
beyond S&P's expectations.
This would likely stem from higher Zone J capacity prices than
anticipated in the long term and favorable real estate market.
ECHO GLOBAL: Moody's Lowers CFR to 'B3', Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of Echo Global
Logistics, Inc., including its corporate family rating to B3 from
B2 and probability of default rating to B3-PD from B2-PD. In
addition, Moody's downgraded the company's first lien senior
secured credit facilities to B2 from B1. The outlook is stable.
The downgrade reflects Moody's view that Echo's leverage will
remain elevated and free cash flow will be constrained at about
breakeven through 2024. Echo's operating performance in 2023 has
been pressured by a challenging freight environment with both lower
freight rates and volumes. The combination of a weaker freight
environment and incremental debt used to fund acquisitions in 2022
limits Echo's financial flexibility. Debt/EBITDA is expected to
remain above 6x through next year.
Moody's expects freight market conditions to moderately improve in
2024 and believes Echo will benefit from new business wins in its
managed transportation segment. In addition, the company's
liquidity is expected to remain adequate to support the business
during a freight market recovery. However, Moody's notes that
Echo's working capital needs could be volatile in the near-term
depending on the pace of a recovery and changes in transportation
rates.
RATINGS RATIONALE
The B3 corporate family rating reflects Echo's low profit margin,
aggressive financial policies including high leverage, and
expectations for modest free cash flow over the next 12-18 months.
The rating is supported by Echo's good scale within the fragmented
third-party logistics (3PL) market, solid technology capabilities
and considerable diversity among its customer base (i.e. shippers)
and suppliers (i.e. transportation carriers).
Echo's revenue and earnings have declined meaningfully in 2023 from
levels achieved during a favorable freight environment in preceding
years. Echo's declines, though, have been less severe than several
larger freight brokers partly due to contribution from recent
acquisitions and some resiliency in its managed transportation
segment. Moody's expects gross revenue to decline at least 13% in
2023 before growing about 5% off that lower base in 2024.
As a non-asset broker, Echo has low margins (EBITDA margin
typically 3%-5%), but also a highly variable cost structure that
can be flexed during down cycles. Moody's expects Echo's EBITDA
margin to trend closer to 3% in 2023. This is the result of a shift
toward less profitable contracted volumes compared to spot volumes
given the decrease in transportation rates. EBITDA margin is
expected to increase to around 4% by the end of 2024 as freight
market conditions moderately improve. However, Moody's notes that
margins could be pressured in the near-term as contracted rates
with its customers may lag the costs Echo pays to its
transportation carriers should rates rise.
Echo's liquidity is expected to be adequate over the next 12-18
months. The company's liquidity is primarily supported by its cash
position, which Moody's views as sufficient to navigate the current
downcycle and expected recovery in the broader freight market.
Echo's free cash flow is expected to be slightly negative in 2023
and about breakeven in 2024 as higher interest costs weigh on cash
flow. Managing working capital is key to Echo's cash flow,
especially in a period of rising transportation rates since the
company pays to secure transportation capacity ahead of collecting
from its customers. Echo also maintains access to a $100 million
revolving credit facility although Moody's expects only about $50
million to be available as amounts drawn to fund acquisitions in
2022 have not been repaid.
The stable outlook reflects Moody's expectation that Echo's good
scale, customer diversity and adequate liquidity will allow the
company to navigate near term sector challenges and contribute to
improving results. However, leverage and the related interest
expense will remain high.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Echo demonstrates more
conservative financial policies while sustaining debt/EBITDA below
6x and interest coverage above 1.5x (EBITDA less capex to interest
expense). Further, maintaining consistently positive free cash flow
and improving availability under its revolving credit facility
could also result in an upgrade.
The ratings could be downgraded if Echo's operating performance
weakens and the company is unable to improve liquidity. A downgrade
could also occur if debt/EBITDA is expected to be sustained in
excess of 7x and interest coverage remains below 1x (EBITDA less
capex to interest expense).
The principal methodology used in these ratings was Surface
Transportation and Logistics published in December 2021.
Echo Global is a provider of freight brokerage in the truckload and
less-than-truckload modes and managed transportation services.
Gross revenue was approximately $3.8 billion for the twelve months
ended June 30, 2023.
EMERALD COAST: S&P Lowers LongTerm Rating on 2015A-1 Bonds to 'CC'
------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on the Town of
Shalimar, Fla.'s series 2015A-1 bonds, issued for Emerald Coast
Housing II Inc. (ECH II-Captains Quarters, LLC project), seven
notches to 'CC' from 'BB-'. The outlook is negative.
"The downgrade reflects our opinion that a payment default is a
virtual certainty within the next 12 months, absent the owner
completing its proposed sale of the properties at a value that
enables a planned defeasance of the bonds," said S&P Global Ratings
credit analyst Marian Zucker. This follows the trustee's notice
dated Nov. 1 detailing an event of default following failure to
replenish a draw on the debt service reserve (DSR) fund used to
make the Oct. 1, 2023, payment.
The portfolio has been under performance pressure following a
November 2019 fire at the 16-unit Shangra Woods property that left
the units unavailable for occupancy, and as a result of reduced
revenue and escalating expenses throughout the portfolio, led to
the continued erosion in S&P Global Ratings-calculated debt service
coverage (DSC).
S&P said, "Given the failure to replenish the DSR fund, we now view
the transaction as highly vulnerable to nonpayment and the
borrower's intention to undertake a sale of the properties that we
view as distressed. Although the borrower is negotiating a sale of
the properties, if the sale does not ultimately occur, and absent
unanticipated significantly favorable changes in the project's
circumstances such as a cash infusion from the borrower, we expect
a payment default will be a virtual certainty in the next year.. If
the sale does occur as planned, we expect the bonds could be
defeased and paid off in full on the first optional redemption
date."
On Nov. 1, 2023, the trustee posted a notice that an event of
default had occurred as a result of the failure of the borrower to
replenish within 30 days the DSR fund withdrawal on Oct. 1, 2023.
The DSR draw totaled $300,688.66; an additional $1,014.00 was
withdrawn from the replacement reserve. Together these amounts were
applied to fully pay the $510,081.25 principal and interest payment
due on Oct. 1, 2023. The money remaining in the DSR totals
$449,282.34 and although this would be sufficient to fully cover
the next interest payment of $229,581.25 due April 1, 2024, it
leads to S&P's view that if the sale of the properties doesn't
occur in a timely manner, the transaction likely will not have
enough funds available to make the Oct. 1, 2024, debt service
payment on time and in full.
S&P said, "The negative outlook reflects our view that available
property resources are insufficient to remedy the event of default
and that the DSR is unlikely to be replenished, combined with very
weak financial performance, which could result in a lack of
sufficient funds available to pay debt service in full. We
understand that the borrower is actively negotiating a sale of the
properties and it remains to be seen if a sale of the properties
will be at a value that enables a planned defeasance of the bonds.
"If the borrower fails to sell the properties at a value that
enabled a planned defeasance of the bonds or property performance
fails to improve sufficiently to replenish the DSR and resume debt
service payments, we could lower the rating to 'D' following a debt
service payment default, which we project could occur as soon as
Oct. 1, 2024.
Should the project demonstrate substantial financial improvement,
or the borrower completes a substantial, unplanned cash infusion,
as evidenced by the full funding of the DSR fund and full and
timely debt service payment on April 1, 2024 and Oct. 1, 2024,
which would likely occur only through a substantial, unplanned cash
infusion by the borrower, we could revise the outlook to stable,
although S&P does not expect this will happen during the one-year
outlook period.
ENTRADA DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Entrada Development, LLC
6 Candleleaf Ct
The Hills TX 78738
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: November 7, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-10941
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Dixson as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OG5FU3Q/Entrada_Development_LLC__txwbke-23-10941__0001.0.pdf?mcid=tGE4TAMA
FORUM ENERGY: S&P Upgrades ICR to 'B' on Improved Credit Measures
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Forum Energy
Technologies Inc. to 'B' from 'B-'.
S&P said, "At the same time, we raised the issue-level rating on
the company's 9% senior secured convertible notes due in 2025 to
'B+' from 'B-' and revised our recovery rating on the debt to '2'
from '3'. The '2' recovery rating reflects our expectations of
substantial (70%-90%; rounded estimate: 75%) recovery of principal
to creditors in the event of a default.
"The stable outlook reflects our view that the company's credit
measures will remain at levels appropriate for the rating over the
next 12-24 months, with funds from operations (FFO) to debt
expected to average about 55% and positive discretionary cash
flow."
S&P Global Ratings expects continued improvement in credit measures
for Forum, a Houston-based provider of oilfield products and
services, supported by improved demand for oilfield services and
its recently announced acquisition of privately-held, Canada-based
Variperm Energy Services.
The acquisition of Variperm will improve Forum's margins and FOCF
generation. The company announced it would acquire Variperm for
about $196 million, using a combination of $150 million of cash and
two million shares of Forum's common stock that were valued at
about $46 million at the time of the deal announcement. The cash
portion will be funded with cash on hand, borrowings under the
company's asset-backed loan (ABL) credit facility, and a $60
million seller term loan; however, Forum noted it would seek
alternative financing arrangements to the seller term loan before
the deal closes. In conjunction with the transaction, the aggregate
commitments on Forum's ABL credit facility will increase to $250
million from $179 million and the maturity will be extended to
September 2028 from September 2026, improving the liquidity runway.
The company expects the transaction to close in January 2024.
Variperm is a provider of sand control and flow control products
used in thermal oil sands production, primarily in Canada.
S&P said, "We expect Forum's credit measures will strengthen over
the next 12 months, supported by sector activity and its
acquisition of Variperm. On a pro forma basis, we expect
contributions from Variperm will increase Forum's revenue by about
15%-20%, improve adjusted EBITDA margins by 400-500 basis points,
and drive the company's FOCF to about $90 million in 2024. On a
stand-alone basis in 2023, Forum's revenue, EBITDA, and credit
measures have improved year over year, benefitting from steady
demand for its products and services and the conversion of about
half of its debt into equity in January 2023. If the deal closes as
expected, we anticipate positive FOCF will primarily be used to
reduce the company's resulting draw on its ABL facility.
Forum's scale remains small compared with similarly rated peers. We
apply a negative one-notch comparative ratings analysis modifier to
our 'b+' anchor on Forum to arrive at our final 'B' issuer credit
rating. This reflects Forum's smaller scale compared with oilfield
service peers, such as Weatherford International PLC
(B+/Positive/--) and Valaris Ltd (B+/Stable/--).
"The stable outlook on Forum reflects our view that the company's
credit measures will continue to improve and remain at levels
appropriate for the rating. We anticipate FFO to debt of about 55%
and positive FOCF over the next 12-24 months.
"We could lower our rating on Forum if credit measures deteriorated
such that FFO to debt approached 30% with no clear path to
improvement, or if the company were unable to generate positive
FOCF on a sustained basis. This would most likely result from a
decrease in commodity prices that reduced drilling and completion
activity as well as demand for products and services that Forum
offers, or from a leveraging transaction.
"We could raise our ratings on Forum if credit measures
strengthened such that we expected FFO to debt to be sustained
comfortably above 60%, and the company increased its scale and
profitability to be more in line with higher rated peers.
"Environmental factors are a negative consideration in our credit
rating analysis on Forum due to our expectation that the energy
transition will decrease demand for oilfield services and equipment
as accelerating adoption of renewable energy sources lowers demand
for fossil fuels. In addition, the industry faces an increasingly
challenging regulatory environment, both domestically and
internationally. This is likely to have a negative impact on
Forum's profitability, with the bulk of its revenue tied to new
drilling and completions. Despite accounting for a small portion of
its total revenues, Forum also provides a suite of products that
will support companies through the energy transition, including
valves to prevent methane leakage at producing wells and methane
capture units."
FOX TWO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Fox Two, LLC
DBA A&D Enterprises
2528 Halls Hill Pike
Murfreesboro, TN 37130
Chapter 11 Petition Date: November 8, 2023
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 23-04109
Judge: Hon. Marian F. Harrison
Debtor's Counsel: Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
908 Harpeth Valley Place
Nashville, TN 37221
Tel: 615-256-8300
Fax: 615-255-4516
Email: slefkovitz@lefkovitz.com
Total Assets: $235,265
Total Liabilities: $1,612,375
The petition was signed by Vincent Cooper as chief 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/C7YTOXQ/FOX_TWO_LLC__tnmbke-23-04109__0001.0.pdf?mcid=tGE4TAMA
FREEDOM LAB: Edward Burr Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 17 appointed Edward Burr of Mac
Restructuring Advisors, LLC as Subchapter V trustee for Freedom Lab
and Diagnostics, LLC.
Mr. Burr will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Burr declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Edward Burr
Mac Restructuring Advisors, LLC
10191 E. Shangri La Road
Scottsdale, AZ 85260
Phone: (602) 418-2906
Email: Ted@macrestructuring.com
About Freedom Lab and Diagnostics
Freedom Lab and Diagnostics, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No.
23-14668) on Oct. 23, 2023, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
Judge David A. Riggi oversees the case.
David Riggi, Esq., at Riggi Law is the Debtor's bankruptcy counsel.
FTX GROUP: Hedge Fund Sues Buyer After Reneging on $12M Deal
------------------------------------------------------------
Ben Zigterman of Law360 reports that a hedge fund that purchased
about $12 million in claims against the bankrupt cryptocurrency
exchange FTX at a heavy discount sued the two sellers, alleging
they reneged on the deal after the value of their claims rose.
A full-text copy of the article is available at
https://www.law360.com/fintech/articles/1764385/buyer-of-discount-ftx-claims-says-sellers-reneged-on-deal
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, 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.
FTX GROUP: SBF Drops Legal Costs Suit Against Excess Insurer
------------------------------------------------------------
Emily Enfinger of Law360 reports that days after being convicted of
defrauding customers of billions of dollars, FTX founder Sam
Bankman-Fried told a California federal court that he was dropping
his suit against his excess insurer.
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, 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.
FTX GROUP: SBF Faced A Mountain of Evidence During Trial
--------------------------------------------------------
Holly Barker of Bloomberg Law reports that FTX founder Sam
Bankman-Fried was facing a mountain of evidence -- including some
damning testimony by people who were once his closest professional
and personal confidants -- when he decided to take the stand in his
own defense at trial over the cryptocurrency exchange's
catastrophic collapse.
In some cases, a defendant doesn't need to take the stand. They
can rely instead on the prosecution's "beyond a reasonable doubt"
burden by exploiting gaps in the government's proof to persuade a
jury—or at least one juror—to vote not guilty.
But Bankman-Fried's wasn't such a case.
There was very little to lose, given the weight of the
prosecution's evidence, defense attorney Kevin O'Brien of Ford
O’Brien Landy LLP said. "They needed a game-changer."
It also wasn't totally unreasonable to think that Bankman-Fried
might charm the jury.
"He had worked his magic at investor conferences, and on television
shows, and Senate subcommittees over and over again," O'Brien, a
former prosecutor, said. "Maybe he could do it with this jury? But
it wasn't meant to be."
By all accounts, the cross-examination of Bankman-Fried was highly
effective, and he came across as evasive at times.
The jury at the US District Court for the Southern District of New
York deliberated for less than five hours November 2, 2023 before
finding the disgraced crypto maven guilty of seven counts of fraud
and conspiracy.
Even so, the fact he was found guilty doesn't mean that his
decision to take the stand—or that counseling him to do so, if
that the was case -- was the wrong call, some attorneys say.
"Every case and every client is different," Miami-based defense
attorney David Markus of Markus Moss PLLC said in an email. "There
are cases where you need to call the client and you can't judge the
decision based on the result."
"If you want to win a federal criminal case, you have to be willing
to take risks," Markus said. "You may not be second-guessed if you
take the easy path, but you will rarely win."
Bankman-Fried's lead lawyer, Mark Cohen, didn't respond to
Bloomberg Law's request for comment.
Knowledge, Intent
The conventional wisdom is that you don't put your client on the
stand unless there's a really compelling reason to do so, Sean
McKenna, a former prosecutor and partner at Spencer Fane LLP,
said.
And there's a good reason for that: When defendants take the stand,
they open themselves up to cross-examination and could come across
as deceptive or unreliable. They may also open the door to a lot of
evidence that wouldn't have otherwise come in.
"The government typically has so much information," McKenna said.
Prosecutors can wreck a defendant with their own words, he said.
"I think they probably felt they had no choice but to put him up,"
McKenna said.
There are really two considerations at play, Brandon Essig, a white
collar partner at Lightfoot, Franklin & White LLC, said.
"One, you have a defendant that creates a favorable impression in
front of the jury, and the jury tends to like them," he said. "And
two, there's something very kind of discrete and specific about the
evidence in the case that someone that needs to testify about and
refute, and they do an effective job doing so."
Bankman-Fried's defense "really wasn't going to come in any other
way," according to Elisha Kobre, a former federal prosecutor and
partner at Bradley Arant Boult Cummings LLP.
The prosecution spent weeks painting the former CEO—once famous
for touting effective altruism—as a liar and a fraudster. At
closing, Bankman-Fried's lawyers said he was acting in good faith
and had been unfairly painted as a villain.
Taking the stand gave Bankman-Fried the opportunity to tell his
side of the story, to explain that things were moving fast and had
spun out of control without his knowledge or awareness, Kobre said.
It also gave him the opportunity to contradict some of the
statements his co-conspirators attributed to him.
"Evidently the jury did not believe it," Kobre said. "But it gave
him the chance."
When a defendant takes the stand, it also scratches a certain itch
that jurors might have to know what's in the defendant's mind,
according to Jacqueline Jacobson, a partner with Monico & Spevack.
Jurors are instructed not to draw any adverse inferences from a
defendant's decision not to testify. But that doesn't mean they
don't want to hear from defendants, Jacobson said.
When you're talking about someone's good faith, she said, it's easy
to imagine a juror thinking: "Well, why don't you just get up on
the stand and talk about it?"
Ultimately, whether to testify is entirely up to the client. A
lawyer can advise their client on the risks and potential benefits
of testifying in their own defense. But the client has to make the
final call.
"They have to live with it," Jacobson said.
Challenges, Consequences
Before Bankman-Fried testified in front of the jury, he did a dry
run for Judge Lewis A. Kaplan.
"They basically compelled the guy to testify before the trial on
this important issue," O'Brien said. "It's really kind of an unfair
advantage to the government."
Usually, putting a defendant on the stand is one of the few
opportunities defense counsel has to surprise the prosecution.
Kaplan ordered the dress rehearsal so he could decide whether to
allow Bankman-Fried to testify about the role lawyers played in his
decision-making. But Bankman-Fried was claiming good faith. He
wasn't formally asserting an advice-of-counsel defense.
It was also probably difficult for counsel to help Bankman-Fried
prepare, given that he was in jail for the duration of his trial.
"It's really difficult for any defense attorney to work with an
incarcerated defendant," Jacobson said.
Bankman-Fried may also pay a price at sentencing for testifying.
A defendant who goes to trial is already going to lose the benefit
of a reduction for acceptance of responsibility.
And a defendant who testifies also risks an obstruction-of-justice
enhancement, if a judge decides they weren't truthful on the stand,
Essig said. It might make little difference in Bankman-Fried's
sentence, which will be driven by an astronomical economic loss.
Even so, "it's like a trial penalty booster," he said.
Bankman-Fried is represented by Cohen & Gresser LLP.
The case is United States v. Bankman-Fried, S.D.N.Y., docket
11/1/23.
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, 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.
FTX TRADING: Liquid Meta Enters Into Assignment of Claim Agreement
------------------------------------------------------------------
Liquid Meta Capital Holdings Ltd. (NEO:LIQD) (FRANKFURT: N5F)
(OTCQB: LIQQF) on Nov. 8 disclosed that it has successfully entered
into an Assignment of Claim Agreement for the sale of its
bankruptcy claim against FTX Trading Ltd. to an arm's-length
third-party in exchange for approximately US$1.428M.
Approximately 1-year ago FTX Trading Ltd. and several FTX
subsidiaries filed for bankruptcy in the Bankruptcy Court in the
District of Delaware. At the time, all customer accounts and
deposits at FTX were frozen and held as part of the bankruptcy
process which remains ongoing. Further to the Company's press
releases dated November 10, 2022 and November 18, 2022, as of the
petition date of the bankruptcy claim against FTX Trading Ltd.
(November 11, 2022), Liquid Meta held total assets of US$4,903,161
and borrowings of US$990,562 on the FTX Exchange resulting in a net
balance of US$3,912,599.
About Liquid Meta
Prior to discontinuing its operations, Liquid Meta was a DeFi and
Web3 focused company developing best-in-class technology and
operational expertise allowing it to build a scaled business within
proof-of-stake ("PoS") based networks (see "Proof-of-Stake" for
more information). Liquid Meta was focused on liquidity mining
operations and planned to build proprietary software and tools to
access, automate, and scale operations within the fast-growing DeFi
segment of the blockchain industry.
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, 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.
GENESIS GLOBAL: Nears Chapter 11 Disclosure Approval
----------------------------------------------------
Vince Sullivan of Law360 reports that cryptocurrency lender Genesis
moved closer to approval of its Chapter 11 disclosure statement
Tuesday, November 7, 2023, when it worked through a number of
objections in New York bankruptcy court.
Meanwhile, the Official Committee of Unsecured Creditors in the
case issued a statement Nov. 7, 2023, to inform the Court that
there remain outstanding issues that needed to be resolved prior to
solicitation.
The Committee on Oct. 31, 2023, filed a reservation of rights to
notify the Court that discussions with respect to certain key
issues with the Amended Disclosure Statement remained ongoing.
These discussions between the Debtors, the Official Committee, and
certain other creditor groups are continuing today. The Committee
will continue to work to resolve these matters consensually.
According to the Nov. 7, 2023 filing by the Committee, of the
various disclosure issues that the Committee has raised with the
Debtors, the following three should be addressed in a further
modified Amended Disclosure Statement before the solicitation
process can begin:
* First, the Amended Disclosure Statement should inform
creditors of projected in-kind recovery rates. A significant
portion of the unsecured claims in these cases are denominated in
Digital Assets. Maximizing in-kind recoveries has been a primary,
and oft-repeated, goal of the Official Committee since the outset
of these Chapter 11 Cases, as it is the most important metric for
many holders of Digital Asset claims. Thus, to allow Digital Asset
creditors to properly analyze the Amended Plan, the Amended
Disclosure Statement should include projected in-kind recovery
rates.
* Second, the Amended Disclosure Statement lacks sufficient
disclosure regarding the releases the Special Committee may decide
to grant to directors and officers that are currently serving or
that served during the chapter 11 cases. At a minimum, the Amended
Disclosure Statement should make clear that the Debtors will
provide additional disclosure in the Plan Supplement on the nature
of the claims to be released, the Special Committee's investigation
into such claims, as well as the factors informing the Special
Committee’s decision to release such claims.
* Lastly, the Amended Disclosure Statement should disclose the
Official Committee's position -- which has been communicated to the
Debtors -- that the Debtors should immediately exercise their right
to terminate the Partial Repayment Agreement (the "PRA") between
the Debtors, DCG, and DCGI. Specifically, the Official Committee
believes that the PRA should be terminated to restart the
litigation of the Turnover Actions rather than obtaining relatively
small, additional payments in exchange for continued forbearance.
About Genesis Global
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) provide lending and borrowing, spot trading, derivatives
and custody services for digital assets and fiat currency. Genesis
Global Holdco, LLC owns 100% of GGC and GAP.
Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are
pending before the Honorable Sean H. Lane.
At the time of the filing, Genesis Holdco reported $100 million to
$500 million in both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG and certain of the Holdco subsidiaries are not included in
the Chapter 11 filings. The non-debtor subsidiaries include
Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia
(Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis
Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC and GSB 2022 I LLC.
The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC as investment banker. Kroll Restructuring Administration, LLC,
is the Debtors' claims and noticing agent and administrative
advisor.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP. The U.S.
Trustee for Region 2 appointed an official committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped White & Case, LLP as bankruptcy counsel; Houlihan
Lokey Capital, Inc., as investment banker; Berkeley Research Group,
LLC as financial advisor; and Kroll as information agent.
GLOBAL BANK: Moody's Alters Outlook on Ba1 Deposit Ratings to Neg.
------------------------------------------------------------------
Moody's Investors Service has affirmed Global Bank Corporation's
long- and short-term foreign currency deposit ratings at Ba1/Not
Prime, respectively, long- and short-term foreign currency
Counterparty Risk Ratings at Baa3/Prime-3, and long- and short-term
Counterparty Risk Assessments at Baa3(cr)/Prime-3(cr). Moody's also
affirmed the bank's Baseline Credit Assessment (BCA) and its
Adjusted BCA at ba1. The rating outlook for the LT deposits was
changed to negative from stable.
RATINGS RATIONALE
The affirmation of the ba1 standalone baseline credit assessment
and Ba1 deposits rating considered Global Bank's stability of asset
quality metrics over the past 3 years, its steady market share of
deposits in Panama, where the bank has 8% of the system's deposits
in June 2023, allowing the bank to manage the hike in cost of
funding and maintain an adequate liquidity profile. In June 2023,
problem loan ratio, measured as loans classified as Stage 3
(IFRS9), stood at 4.5% of gross loans in June 2023, remaining below
its similar-rated peers. While Global Bank reported a deterioration
of 20 bps in the ratio in the last 12 months, the bank-maintained
reserve coverage to stage 3 loans at a sound 80% in June 2023, an
important risk-mitigant complemented by strong collateral
structures which has historically reduced charge-offs. In June
2023, about 178% of commercial loans were covered by collaterals.
The revision of the outlook to negative from stable reflects the
gradual weakening of Global Bank's financial fundamentals in the
past three years, particularly its profitability and capitalization
levels. Global Bank's capital level, a driver that has long
supported the ratings, has reduced sharply as a result of dividend
payouts and lower earnings generation amid tightened financial
conditions and higher credit costs in Panama. Moody's will assess
within the next 12 to 18 months if Global Bank's capital and
profitability recovers to historic levels while maintaining its
asset risk metrics on track.
The bank's capital position, measured as Moody's-adjusted tangible
common equity (TCE) as a percentage of risk-weighted assets (RWA),
declined 115 basis points in fiscal year 2023 to 10.9% as of June
2023, driven by the payment of an $73 million extraordinary
dividend in Q3 2023 to its parent company related to the redemption
of one major shareholder.
In terms of performance, bottom line results have reduced since
2020 amid higher interest rates as well as the still-high levels of
loss provisioning expenses and are expected to take longer to
recover to historic levels given the more limited growth guidance
for 2024 in view of a weakened economic activity in Panama. The
bank's net income that averaged 0.45% of tangible assets between
2020 and 2023 below its historic levels above 1% prior to 2019,
compares unfavorably with ba1-rated peers in the country. Global
Bank's net interest margin (NIM) narrowed because of tight
competition in both lending and deposit rates, reflecting the
bank's high sensitivity to interest rates moves stemming from its
relatively reliance on market funds and term deposits sourced from
corporates. Also, loan loss provisions are expected to continue to
consume high levels of total revenues (48.6% in June 2023). Moody's
believe that profitability will improve marginally during the
outlook horizon, as bank slowly manages to expand into higher
yielding assets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The BCA could be downgraded if its capitalization ratio does not
recover during the outlook horizon and if the bank were to
experience further deterioration in asset risks, funding conditions
or profitability levels. Evidence of increased risk appetite, for
example, above-peer average loan growth or a notable increase in
lending concentrations, would also be negative for the BCA. A lower
BCA would lead to a ratings downgrade.
While, at this moment, an upgrade of Global Bank's BCA and ratings
is unlikely in the next 12 to 18 months given the negative outlook,
the bank could return to stable if Moody's assessed a faster than
expected recovery in capital, supporting its creditors, and which
would be evidence of improved profitability. A stable and more
diversified funding base and stable credit quality that would also
be positive for the BCA.
The principal methodology used in these ratings was Banks
Methodology published in July 2021.
GLOBAL SOURCING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Global Sourcing Connection, Ltd.
23442 N. Wildwood Lane
Deerfield, IL 60015
Business Description: Global Sourcing is a promotional products
distributor with factory direct
capabilities.
Chapter 11 Petition Date: November 7, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 23-14996
Judge: Hon. Timothy A. Barnes
Debtor's Counsel: Matthew T. Gensburg, Esq.
GENSBURG CALANDRIELLO & KANTER, P.C.
200 W. Adams St., Ste. 2425
Chicago, IL 60606
Tel: (312) 263-2200
Fax: (312) 263-2242
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jennifer Arenson 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/FEWH7SA/Global_Sourcing_Connection_Ltd__ilnbke-23-14996__0001.0.pdf?mcid=tGE4TAMA
GOLDEN INDUSTRIAL: Seeks to Tap Landrau Rivera & Assoc. as Counsel
------------------------------------------------------------------
Golden Industrial Laundry, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ the law
offices of Landrau Rivera & Assoc. as its counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the duties and powers of the Debtor
in this Chapter 11 case under the laws of the United States and
Puerto Rico in which it conducts its business, or is involved in
litigation;
(b) advise the Debtor in determination whether a
reorganization is feasible and, if not, aide the Debtor in the
orderly liquidation of its assets;
(c) assist the Debtor in negotiation with its creditors in the
preparation of a Chapter 11 plan;
(d) prepare legal documents;
(e) appear before the bankruptcy court, or any court in which
the Debtor asserts a claim interest or defense directly or
indirectly related to this bankruptcy case;
(f) employ other professional services as necessary to
complete Debtor's financial reorganization; and
(g) perform other legal services.
The hourly rates of Landrau Rivera & Assoc.'s counsel and staff are
as follows:
Noemi Landrau Rivera, Esq. $225
Legal and Financial Assistants $75
In addition, the firm will seek reimbursement for fees and
expenses.
The Debtor paid a retainer of $10,000.
Noemi Landrau Rivera, Esq., an attorney at Landrau Rivera & Assoc.,
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:
Noemi Landrau Rivera, Esq.
Landrau Rivera & Assoc.
P.O. Box 270219
San Juan, PR 00927-0219
Telephone: (787) 774-0224
Facsimile: (787) 793-1004
Email: nlandrau@landraulaw.com
About Golden Industrial Laundry
Golden Industrial Laundry, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case
No. 23-03509) on Oct. 30, 2023, listing $964,229 in total assets
and $1,874,299 in total liabilities.
Judge Maria De Los Angeles Gonzalez oversees the case.
Landrau Rivera & Assoc., led by Noemi Landrau Rivera, Esq., serves
as the Debtor's legal counsel.
GRAYSON REAL: Hires Iron Horse Commercial as Real Estate Broker
---------------------------------------------------------------
Grayson Real Estate, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ Iron
Horse Commercial Properties, LLC as real estate broker.
The firm will market and sell the Debtor's real property a 26-acre
tract of land located at 6509 Grayson Lane, Kannapolis, North
Carolina.
The firm will be paid a commission of 8 percent of the gross sales
price and reimbursement of advertising expenses not to exceed
$10,000 upon the sale of the Property.
William Lilly, Jr., a member at Iron Horse Commercial Properties,
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:
William B. Lilly, Jr.
Iron Horse Commercial Properties, LLC
174 Airport Rd.
Rockingham, NC 28379
Tel: (704) 985-9300
Fax: (910) 895-1530
Email: will@ironhorseauction.com
About Grayson Real Estate, LLC
Grayson Real Estate, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50125) on May 15,
2023. In the petition signed by Van D. Stamey, manager, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Laura T. Beyer oversees the case.
Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, represents
the Debtor as legal counsel.
GSE SYSTEMS: Nasdaq Panel Schedules Hearing for Feb. 1
------------------------------------------------------
GSE Systems, Inc. disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission that the Company
received a letter from the Nasdaq Hearings Panel establishing a
Feb. 1, 2024 date for the hearing and stating that the delisting
action referenced in the Staff Determination letter would be stayed
pending a final written decision by the Panel.
On Nov. 4, 2022, GSE Systems received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC stating
that, based upon the closing bid price of the Company's common
stock, par value $0.01 per share, for the prior 30 consecutive
business days, the Company was not in compliance with the
requirement to maintain a minimum bid price of $1.00 per share for
continued listing on the Nasdaq Capital Market, as set forth in
Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company was provided a grace period of 180
days, or until May 3, 2023, to regain compliance with the Minimum
Bid Price Requirement. On April 19, 2023, the Company submitted a
request to Nasdaq for an additional 180-day extension to regain
compliance with the Minimum Bid Price Requirement. On May 4, 2023,
the Company received a letter from Nasdaq advising that the Company
had been granted a 180-day extension to Oct. 30, 2023 to regain
compliance with the Minimum Bid Price Requirement, in accordance
with Nasdaq Listing Rule 5810(c)(3)(A).
On Oct. 25, 2023, the Company filed a Certificate of Amendment to
its Restated Certificate of Incorporation with the Secretary of
State of Delaware to effect a ten-for-one reverse stock split of
the Common Stock. The Reverse Stock Split went effective at 12:01
a.m. Eastern Time on Oct. 30, 2023, and the Common Stock was quoted
on the Nasdaq Capital Market on a post-split basis at the open of
business on Oct. 30, 2023. Due to the nature of the Minimum Bid
Price Requirement, however, the Company was required to have
effectuated the Reverse Stock Split not later than ten business or
trading days prior to Oct. 30, 2023, or Oct. 17, 2023. While the
Company effectuated the reverse stock split by Oct. 30, 2023, due
to an administrative oversight, the Company failed to satisfy this
earlier deadline.
On Oct. 31, 2023, the Company received a telephone call from the
staff of Nasdaq notifying the Company that, due to the Company's
failure to effectuate the Reverse Stock Split by Oct. 17, 2023, and
to establish ten trading dates to satisfy the Minimum Bid Price
Requirement, the Company failed to establish compliance with the
Minimum Bid Price Requirement per Nasdaq Listing Rule 5550(a)(2).
Nasdaq followed with a written staff determination letter dated
Oct. 31, 2023, which provides that the Company had not regained
compliance with the Minimum Bid Price Requirement and, as a result,
unless the Company requests a timely appeal of the Staff
Determination, the Company's securities would be delisted.
On Nov. 1, 2023, the Company submitted a timely appeal and request
for hearing before a Nasdaq Hearings Panel to appeal the Staff
Determination. The Company noted for the Panel that the Company
has already effectuated the Reverse Stock Split and has satisfied
the Minimum Bid Price Requirement through the submission of the
Appeal.
According to GSE Systems, while there can be no assurance that the
Company will ultimately regain and sustain compliance for listing
of its securities on Nasdaq, the Company expects that if it
continues to meets the Minimum Bid Price Requirement through Nov.
10, 2023, no further action will be taken by Nasdaq, the Staff
Determination may be withdrawn at the discretion of the Nasdaq
staff and the hearing scheduled before the Panel would become
moot.
About GSE Systems
Headquartered in Columbia, Maryland, GSE Systems -- www.gses.com --
is a provider of engineering services and technology, expert
staffing, and simulation software to clients in the power and
process industries.
Tysons, VA-based Forvis, LLP (formerly, Dixon Hughes Goodman LLP),
the Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company has incurred losses from operations for the year ended Dec.
31, 2022. The auditor added that the continued decline in revenues
has significantly impacted the Company's operating results and
raises substantial doubt about the Company's ability to continue as
a going concern.
HART INC: Unsecured Creditors to Split $500K in Subchapter V Plan
-----------------------------------------------------------------
Hart, Inc., filed with the U.S. Bankruptcy Court for the Central
District of California a Subchapter V Plan of Reorganization dated
October 30, 2023.
The Debtor was founded in 2012, in Orange County, California by
Mohamed Alkady and Craig Jennings. It was created to enhance the
healthcare system through the use of state-of-the-art data
management software.
This Plan provides for the reorganization of the Debtor's finances
and proposes to pay creditors from: (1) projected cash on hand on
the Effective Date; (2) the Reorganized Debtor's Projected
Disposable Income in the event the class of General Unsecured
Claims votes to reject this Plan; and/or (3) either (i) the Sponsor
Contribution from Palisades Ventures L.P. ("Palisades Ventures"),
Hart Investors LLC ("Hart Investors"), and Palisades Growth Capital
II, LLC ("Palisades Growth", and together with Palisades Ventures,
Hart Investors, and/or one or more of their respective affiliates,
designees or assignees, the "Sponsors", and each a "Sponsor"), as
consideration and in exchange for 100% of the Reorganized Debtor
Interests (which shall be in the form of Senior Preferred Shares,
Junior Preferred Shares and Common Stock) or (ii) if the Sponsors
are not the Prevailing Bidder for the Reorganized Debtor Interests,
cash in excess of the aggregate consideration provided by the
Sponsor Contribution from such other Prevailing Bidder for either
the Reorganized Debtor Interests or all or substantially all of the
Debtor's assets (collectively, the "Assets").
To ensure that the Sponsor Contribution for the Reorganized Debtor
Interests is fair, reasonable and adequate, the Debtor will market
and solicit overbids for the Reorganized Debtor Interests and/or
Assets in the event any Qualified Bidders would prefer to purchase
the Debtor's Assets as opposed to the Reorganized Debtor Interests.
If no Qualified Overbid is received, the value to be contributed by
the Sponsors under this Plan totals not less than $2,000,000,
including a projected distribution of $500,000 in cash to General
Unsecured Creditors.
The projected distribution of $500,000 to General Unsecured
Creditors would result in a pro rata distribution of approximately
25% to holders of Allowed General Unsecured Claims if the class
votes to accept this Plan, and none of the scheduled claims listed
as disputed, unliquidated or contingent are ultimately allowed by
order of the Bankruptcy Court. If all of those claims are
ultimately allowed by order of the Bankruptcy Court, then the
distribution to General Unsecured Creditors will be substantially
reduced to approximately 9.4%.
Since certain Sponsors and their affiliates have unsecured claims
for loans made to the Debtors in the approximate principal amount
of $15,169,222, including accrued interest of approximately
$2,437,677 as of the Petition Date, if the Sponsor and affiliates
did not agree to such voluntary subordination, the return to
unsecured creditors would be reduced by at least 80%. If at least
one Qualified Overbid for the Reorganized Debtor Interests or
Assets is received, an Auction will be held for the Reorganized
Debtor Interests and/or Assets, and distributions to holders of
Allowed General Unsecured Claims would be increased over the
Sponsor Contribution by an amount based on the outcome of the
bidding at the Auction.
The Plan will create a segregated fund (the "Fund") for
distributions to holders of Allowed General Unsecured Claims
Allowed Claims and the Fund will be funded from: (1) projected cash
on hand on the Effective Date; (2) the Debtor Projected Disposable
Income in the event the class of General Unsecured Claims votes to
reject this Plan; and/or (3) either (i) the Sponsor Contribution,
as consideration and in exchange for the Reorganized Debtor
Interests, or (ii) if the Sponsors are not the Prevailing Bidder
for the Reorganized Debtor Interests, cash from such other
Prevailing Bidder in excess of the aggregate consideration
contemplated by the Sponsor Contribution for either the Reorganized
Debtor Interests or the Assets.
Class 2 consists of Allowed General Unsecured Claims. Except to the
extent that a holder of an Allowed General Unsecured Claim (other
than a Sponsor) agrees to a less favorable treatment of its Allowed
General Unsecured Claim, in full and final satisfaction,
settlement, release, and discharge of and in exchange for each
Allowed General Unsecured Claim:
* If the holders of Allowed General Unsecured Claims vote as a
class to confirm this Plan Allowed General Unsecured Claims are
projected to receive distributions totaling $500,000 which the
Debtor has valued at approximately 25% or 25 cents on the dollar.
* If the holders of Allowed General Unsecured Claims vote as a
class to reject this Plan, Allowed General Unsecured Claims are
projected to receive distributions totaling $500,000, which the
Debtor has valued at approximately 2.5% or 2.5 cents on the
dollar.
Holders of Claims in Class 2 are impaired and are entitled to vote
on this Plan.
Class 3 consists of the interests of Person(s) who hold Interests
(i.e., equity) in the Debtor. On the Effective Date, all
outstanding Interests in the Debtor shall be canceled and
extinguished and the holders of Interests, in such capacity, shall
receive no distribution under this Plan.
New equity security Interests in the Reorganized Debtor will be
issued either to the Sponsors or such other Prevailing Bidder, as
the case may be, unless the Debtor determines to pursue a sale of
its Assets instead of a sale of the Reorganized Debtor Interests.
In the latter case, no Reorganized Debtor Interests will be issued
under this Plan.
In exchange for its receipt of the 100% of the Reorganized Debtor
Interests, on the Effective Date, the Sponsors have agreed to
provide the Debtor with the following cash and other consideration
(collectively, the "Sponsor Contribution"):
* The Sponsors will pay $500,000 cash (the "Sponsor Cash
Consideration") in aggregate to the Debtor for 19% of the
Reorganized Debtor Interests in the form of Common Stock, and the
Debtor shall use the cash to establish the Fund and make
distributions under this Plan to holders of Allowed General
Unsecured Claims against the Debtor;
* The Sponsors and other creditors holding Allowed General
Unsecured Claims constituting Palisades Unsecured Debt will
exchange $3,500,000 of such Allowed General Unsecured Claims for
51% of the Reorganized Debtor Interests in the form of Senior
Preferred Shares or Junior Preferred Shares, as applicable;
* If the holders of Allowed General Unsecured Claims vote as a
class to confirm this Plan, the balance of the Palisades Unsecured
Debt in the amount of $12,228,000 will be subordinated to all other
Allowed General Unsecured Claims; and
* The Sponsors will convert and exchange an estimated $805,732
of the DIP Loan Obligations and Pre-Petition Loan Obligations
(i.e., the Secured Debt Contribution) for 30% of the Reorganized
Debtor Interests in the form of Common Stock.
A full-text copy of the Subchapter V Plan dated October 30, 2023 is
available at https://urlcurt.com/u?l=SxE9Id from PacerMonitor.com
at no charge.
General Bankruptcy Counsel for the Debtor:
Zev Shechtman, Esq.
DANNING, GILL, ISRAEL & KRASNOFF, LLP
1901 Avenue of the Stars, Suite 450
Los Angeles, CA 90067-6006
Tel: (310) 277-0077
Fax: (310) 277-5735
Email: zs@danninggill.com
About Hart Inc.
Hart, Inc., founded in 2012 in Orange County, Calif., was created
to enhance the healthcare system through the use of state
of-the-art data management software. It designed a platform that
seamlessly integrates all data sources into a unified source of
reliable, up-to-the-minute information.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11937) on Sept. 21,
2023, with $1,667,728 in assets and $21,510,861 in liabilities.
Dominique Gross, chief executive officer, signed the petition.
Judge Scott C. Clarkson oversees the case.
Zev Shechtman, Esq., at Danning, Gill, Israel & Krasnoff, LLP, is
the Debtor's legal counsel.
HAWAIIAN HOLDINGS: Incurs $48.7 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Hawaiian Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $48.7 million on total revenue of $727.7 million for the three
months ended August 31, 2023. This compares to a net loss of $9.3
million on total revenue of $741.2 million during the same period
in 2022.
As of September 30, 2023, Hawaiian Holdings has $3,923,260,000 in
total assets and $3,744,502,000 in total liabilities.
A full-text copy of the Form 10-Q report is available at
https://tinyurl.com/3abwkt8r
About Hawaiian Holdings
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
transportation services. As of September 30, 2023, Hawaiian
Holdings has $3,923,260 in total assets and $3,744,502 in total
liabilities.
Egan-Jones Ratings Company on August 15, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Hawaiian Holdings, Inc.
As reported by the TCR on Oct. 18, 2023, Fitch Ratings has revised
the Rating Outlook for Hawaiian Holdings, Inc. and Hawaiian
Airlines, Inc. to Negative from Stable and has affirmed both
entities' IDRs at 'B-'. In addition, Fitch has affirmed the
Hawaiian Brand Intellectual Property, Ltd's, and Hawaiian Miles
Loyalty, Ltd's senior secured debt at 'B+'/'RR2'.
The Negative Outlook is driven by Fitch's expectation for weaker
coverage and liquidity levels in the near to intermediate term.
This is due to a delayed recovery in profitability driven by
continued heavy competition that has been exacerbated by recent
maintenance issues with Pratt and Whitney's geared turbo fan (GTF)
engines.
HEART O'GOLD: Disposable Income to Fund Plan Payments
-----------------------------------------------------
Heart O'Gold Home Care, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Ohio a Plan of Reorganization dated
October 30, 2023.
The Debtor was started in 2019 by LuHelen Mercier and Joseph
Yablinsky. Ms. Mercier wanted to start her own company to provide
services at a higher standard than other providers.
Ms. Mercier recruited Heidi Nussbaum-Frenz as the office
coordinator and the Debtor opened its doors for business on July 8,
2019. The money to start the business was from Joe Yablinsky. Mr.
Yablinsky was to be the CFO and Ms. Mercier would run the business
with Ms. Nussbaum-Frenz doing HR, training & working in the field.
The primary objectives of the Plan are: (a) to alter the Debtor's
capital structure to permit it to emerge from its chapter 11 case
with a viable capital structure; (b) to maximize the value of the
ultimate recoveries to all creditors on a fair and equitable basis;
and (c) to settle, compromise or otherwise dispose of certain
claims and interests on the terms that the Debtor believes to be
fair and reasonable and in the best interests of its estate and
creditors.
The Plan provides for, among other things: (a) the cancellation of
certain indebtedness in exchange for cash or other property of the
Debtor, (b) the assumption or rejection of executory contracts and
unexpired leases to which the Debtor is a party, and (c) the
restructuring of obligations the Debtor owe to certain secured and
creditors.
Class B consists of General Unsecured Claims. Each holder of a
Class B Allowed Claim, General Unsecured Claims, shall receive in
full satisfaction of its Allowed Class B Claim its pro rata share
of Distributable Cash from the Debtor. The payment under this Plan
to holders of Allowed Class B Claims shall be made in quarterly
payments for up to 5 years beginning in the first year following
the Effective Date, but in no event, commencing no later than
September 30, 2024. Total payments of Distributable Cash shall be
up to $208,364.00.
Each holder of an Interest in the Debtor shall retain its
Interest.
Though Restructuring Transactions, the Debtor will restructure its
finances by committing its disposable income to plan payments and
by modifying certain secured obligations.
If the Plan is confirmed under section 1191(a) the holders of
Allowed Claims in Class B shall be paid in quarterly payments from
the Debtor's disposable income for a period of not more than 5
years, with such 5-year period commencing in first calendar year
following the Effective Date, but in no event, commencing no later
than September 30, 2024.
Distributions of Distributable Cash shall be each holder's Pro Rata
share of Distributable Cash from (i) the Debtor's disposable
income; and (ii) any funds recovered by the Debtor, less any costs
associated with recovering such funds, with respect to those
claims, demands, and causes of action retained pursuant to Article
IX of this Plan from the preceding calendar year.
The Debtor estimates that Distributable Cash up to the amount of
$208,364.00, before deduction for amounts paid for administrative
claims over the life of this Plan. Administrative expenses for the
Debtor's retained professionals, the Trustee's fees and expenses,
and other costs of reorganization are estimated to be approximately
$10,000.00.
A full-text copy of the Plan of Reorganization dated October 30,
2023 is available at https://urlcurt.com/u?l=HF7q5b from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Anthony J. DeGirolamo, Esq.
3930 Fulton Dr., Ste. 100B
Canton, OH 44718
Tel: (330) 305-9700
Fax: (330) 305-9713
Email: tony@ajdlaw7-11.com
About Heart O'Gold Home Care
Heart O'Gold Home Care, LLC, is a provider of home health care
services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-60917-tnap) on Aug.
2, 2023. In the petition signed by Heidi Nussbaum Frenz, managing
member, the Debtor disclosed up to $50,000 in assets and up to $1
million in liabilities.
Judge Tiiara N.A. Patton oversees the case.
Anthony J. DeGirolamo, Esq., is the Debtor's legal counsel.
HELIUS MEDICAL: Columbus Capital Reports 9.6% Equity Stake
----------------------------------------------------------
Columbus Capital Management, LLC filed a Schedule 13G Report with
the Securities and Exchange Commission to disclose its ownership of
Helius Medical Technologies, Inc.'s common stock.
Columbus Capital beneficially owns an aggregate of 54,504 common
shares, representing approximately 9.6% of the outstanding common
shares of Helius Medical Technologies.
Columbus Capital Management, LLC may be reached at:
David S. Proskin
Chief Financial Officer
Columbus Capital Management, LLC
301 E. Strawberry Drive
Mill Valley, CA 94941
A full-text copy of the report is available at
https://tinyurl.com/yanexrcz
About Helius Medical
Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/
-- is a neurotech company in the medical device field focused on
neurologic deficits using orally applied technology platform that
amplifies the brain's ability to engage physiologic compensatory
mechanisms and promote neuroplasticity, improving the lives of
people dealing with neurologic diseases.
Helius Medical reported a net loss of $14.07 million for the year
ended Dec. 31, 2022, compared to a net loss of $18.13 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company
had $13.75 million in total assets, $7.69 million in total
liabilities, and $6.07 million in total stockholders' equity.
Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 9, 2023, citing that the Company has recurring
losses from operations, an accumulated deficit, expects to incur
losses for the foreseeable future and requires additional working
capital, thus raising substantial doubt about the Company's ability
to continue as a going concern.
HERTZ CORP: Fitch Alters Outlook on 'B' LongTerm IDR to Negative
----------------------------------------------------------------
Fitch Ratings has affirmed The Hertz Corporation's Long-Term Issuer
Default Rating (IDR) at 'B'. Concurrently, Fitch has assigned an
expected 'BB (EXP)'/'RR1' rating to Hertz's proposed $400 million
senior secured term loan. The Rating Outlook has been revised to
Negative from Stable.
The assignment of a final rating to the secured term loan is
contingent on the receipt of final documents conforming to
information already received. In addition, Fitch expects to
downgrade the senior unsecured debt rating to 'B-'/'RR5' from
'B'/'RR4' upon conversion of the secured issuance to a final
rating, reflecting an expected reduction in unencumbered assets
supporting unsecured debt holders.
KEY RATING DRIVERS
The Rating Outlook revision to Negative reflects the recent and
expected increase in Hertz's cash flow leverage (corporate debt
plus operating lease liabilities to adjusted corporate EBITDA)
resulting from deteriorating profitability due to
higher-than-expected direct operating expenses in 3Q23, including
elevated collision repair costs of its electric vehicles (EV), and
the increase in debt resulting from the proposed secured term loan
transaction.
Hertz's leverage was 4.2x on a TTM basis as of Sept. 30, 2023,
which exceeded Fitch's leverage downgrade trigger of 4x. While a
portion of secured loan proceeds may be used to repay outstanding
revolver borrowings, leverage is expected to increase to at least
4.5x pro forma for the term loan as of 3Q23 and could be pressured
further over the near term by the challenging operating environment
and seasonal slowdowns in the rental car business. Failure to
reduce and sustain leverage below 4x over the Outlook horizon could
result in a one-notch downgrade.
Fitch also considers cash flow leverage with operating lease
expense add-backs as a complementary metric to reflect prevailing
lease accounting standards. On this basis, leverage was estimated
at 3.1x for the TTM ended 3Q23, up from 1.8x in 2022.
Hertz's ratings remain supported by its established market position
and well-recognized global franchise within the car rental
industry, solid operating performance driven by still favorable
industry dynamics, including strong travel demand, still elevated
used car prices underpinning vehicle disposal gains, and an
adequate liquidity profile.
Rating constraints include elevated leverage, the business model's
sensitivity to global travel volumes, vehicle supply-demand
dynamics, and higher interest rates, which expose the company to
heightened residual value risk. Hertz's ratings are also
constrained by expected earnings variability across market cycles,
which can have a meaningful impact on cash flow leverage metrics,
the continued reliance on secured, wholesale funding sources and
relatively high funding costs.
Hertz's liquidity profile remains adequate, supported by
approximately $1.7 billion in corporate liquidity, including $0.6
billion in unrestricted cash and $1.1 billion in borrowing capacity
under its secured revolving credit facility as of Sept. 30, 2023.
Fitch believes the contemplated secured term loan issuance will
incrementally improve Hertz's liquidity profile. However, the
company's reliance on secured wholesale funding continues to weigh
on financial flexibility, particularly in distressed market
conditions.
Fitch believes refinancing risk is limited, with no material
corporate debt maturities before 2026. Fitch would view an increase
in unsecured funding favorably as it would increase unencumbered
assets and enhance the firm's funding flexibility.
Interest coverage (adjusted corporate EBITDA/corporate interest
expense) declined to 5.8x for the TTM ended 3Q23 from 7.7x the
prior quarter, but compares with a 5.2x average from 2019-2022.
Fitch expects interest coverage to weaken modestly with the secured
term loan issuance and earnings headwinds.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Failure to reduce and sustain Fitch-calculated leverage at 4x or
below over the Outlook horizon;
- A sustained reduction in interest coverage to 3x or below;
- Inability to maintain sufficient liquidity to meet operational
needs and service debt;
- Inability to maintain economic access to the capital markets
through market cycles;
- Failure to execute on the stated strategies leading to a
significant deterioration of vehicle economics and profitability;
and/or
- A degradation in the company's competitive position including
inability to adapt to changes in the mobility industry, a
significant weakening in franchise strength particularly arising
from a decline in customer loyalty and/or increased reputational
risk associated with legal disputes, among other non-financial
risks.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A revision of the Rating Outlook to Stable could be driven by
improved operating performance which contributes to a sustained
reduction in cash flow leverage below 4x.
Beyond that, positive rating action could arise from:
- Enhances consistency of operating performance resulting from
disciplined fleet management and continued optimization of vehicle
economics;
- Maintenance of Fitch-calculated leverage below 2x;
- Maintenance of corporate interest coverage above 6x on a
sustained basis; and/or
- Maintenance of an adequate liquidity profile to support capital
expenditures and debt servicing needs.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The expected senior secured term loan is three notches above the
IDR and rating is equalized with Hertz's outstanding secured debt
reflecting Fitch's view of outstanding recovery prospects under a
stress scenario given the available collateral.
Upon converting the secured term loan issuance to a final rating,
the senior unsecured debt rating is expected to be downgraded by a
notch to reflect the increase in the proportion of secured funding
following the term loan issuance, which results in below-average
recovery prospects for unsecured debt holders in a stress
scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The expected and existing senior secured debt ratings and senior
unsecured debt ratings are primarily sensitive to changes in
Hertz's Long-Term IDR and, secondarily, to the relative recovery
prospects of the instruments.
ADJUSTMENTS
The Standalone Credit Profile has been assigned below the implied
Standalone Credit Profile due to the following adjustment
reason(s): Weakest Link - Capitalization & Leverage (negative),
Weakest Link - Funding, Liquidity & Coverage (negative).
The Sector Risk Operating Environment score has been assigned below
the implied score due to the following adjustment reason(s):
Business model (negative), Regulatory and legal framework
(negative).
The Earnings & Profitability score has been assigned below the
implied score due to the following adjustment reason(s): Earnings
stability (negative), Historical and future metrics (negative).
The Funding, Liquidity & Coverage score has been assigned below the
implied score due to the following adjustment reason(s): Historical
and future metrics (negative), Funding flexibility (negative).
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Hertz
Corporation
(The) LT IDR B Affirmed B
senior
secured LT BB(EXP)Expected Rating RR1
senior
secured LT BB Affirmed RR1 BB
HERTZ CORP: Moody's Rates New $400MM Incremental Loan 'Ba3'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new $400
million incremental senior secured term loan B of The Hertz
Corporation. Hertz' existing ratings remain unchanged, including
the B2 corporate family rating, the B2-PD probability of default
rating, the Ba3 rating of the existing senior secured bank credit
facilities, and the Caa1 rating of the senior unsecured notes. The
outlook is stable.
Hertz intends to use the proceeds of the incremental senior secured
term loan B to repay outstanding borrowings under the senior
secured revolving credit facility and for general corporate
purposes.
RATINGS RATIONALE
The B2 corporate family rating reflects Hertz' position as one of
three leading players in the North American car rental sector.
Despite its oligopolistic nature, the sector is highly competitive
and has historically been prone to price pressure in the event of
imbalances between industry fleet levels and customer demand.
Nonetheless, Moody's expects industry fleet levels to be more
closely aligned with customer demand in view of Hertz' heightened
focus on return on assets and disciplined approach to the company's
fleet size.
The car rental sector continues to normalize from the very
favorable conditions in 2022. Moody's expects that revenue per day
will continue to decrease moderately on a year over year basis,
albeit at a declining rate. Hertz will also have to contend with
higher vehicle depreciation and interest expense. Moody's estimates
that Hertz' pre-tax income margin will be 5% in 2023 but could be
further pressured in 2024. Debt/EBITDA, calculated including
vehicle debt, will be 4.5 times at year-end 2023, Moody's
estimates.
The stable outlook reflects Moody's expectation that Hertz will
realize meaningful cost savings from operational efficiencies and
lower selling, general and administrative expense, which will
partially offset higher depreciation and interest expense, such
that the pre-tax income margin remains greater than 2.5%.
Moody's expects liquidity to remain adequate (SGL-3). As of
September 30, 2023, Hertz had a cash balance of $0.6 billion, $1.1
billion of availability under its revolving credit facility, and
$2.1 billion of remaining capacity to fund new vehicles. Moody's
also considers the equity in Hertz' vehicle financing program to be
adequate, which lowers the likelihood of a collateral call amid
declining used vehicle prices.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded with evidence that Hertz is executing
its strategy successfully, including a disciplined approach to
fleet size, maintaining fleet utilization above 75 percent, and a
sustained improvement in financial performance. Metrics that would
reflect this improvement include pre-tax income as a percent of
sales of at least 5%; EBITA/average assets of more than 5%; and
debt/EBITDA of less than 4.5 times. Good liquidity that comfortably
covers seasonal fleet expansion is also important for an upgrade.
The ratings could be downgraded if Hertz is unable to manage its
fleet size such that utilization weakens to less than 70%, if
Hertz' ability to dispose of used vehicles becomes constrained, or
if there is a steep drop in used vehicle prices that could require
Hertz to increase collateral under its vehicle financing programs.
Metrics that would contribute to a rating downgrade include pre-tax
income as a percent of sales below 2.5%, EBITA/average assets of
less than 2.5%, or debt/EBITDA sustained above 5.5 times. The
ratings could also be downgraded if evidence emerges that Hertz'
pursues policies that favor the interest of its controlling
shareholders.
The principal methodology used in this rating was Equipment and
Transportation Rental published in February 2022.
The Hertz Corporation is one of the world's leading car rental
companies, operating under the Hertz, Dollar and Thrifty brands.
Revenue was $9.2 billion in the last 12 months ended September 30,
2023.
HILCORP ENERGY I: Moody's Rates New Senior Unsecured Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Hilcorp Energy
I, L.P.'s (Hilcorp or Hilcorp Energy) proposed offering of senior
unsecured notes. Hilcorp's other ratings and stable outlook remain
unchanged, including its Ba1 Corporate Family Rating. Net proceeds
from the proposed notes offering are intended to be primarily used
to repay a portion of Hilcorp's revolver borrowings.
"Hilcorp Energy's proposed notes issuance is opportunistically
repaying a portion of existing revolver borrowings and improving
financial flexibility," said Amol Joshi, Moody's Vice President and
Senior Credit Officer.
RATINGS RATIONALE
The Ba2 rating on the proposed senior unsecured notes is consistent
with the ratings of Hilcorp's existing senior unsecured notes. The
new notes will rank equal in right of payment with Hilcorp's
existing senior unsecured notes. The notes are rated one notch
below Hilcorp's Ba1 CFR, reflecting the notes' junior priority
claim on assets to borrowings under its secured borrowing base
revolving credit facility.
Hilcorp's Ba1 CFR is supported by the significant size of its E&P
operations with a diversified geographic presence across several
hydrocarbon basins. The company owns a portfolio of mature, legacy
fields with an operating strategy underpinned by a disciplined
approach to ongoing cost reduction. Hilcorp took ownership of its
affiliate, Hilcorp San Juan, L.P. in late 2022, adding primarily
natural gas assets and reducing its Alaska exposure. While the
roll-up increased debt balances and other obligations, Hilcorp
should generate meaningful free cash flow and likely organically
reduce leverage through 2024. Hilcorp's focus on primarily mature
fields in Alaska and the Lower 48 US states is associated with
lower capital spending intensity with shallower production decline
rates, while being constrained by relatively high asset retirement
obligations and operating costs. Mr. Jeffery Hildebrand has
singular control over its operations through his ownership of
Hilcorp's general partner. While the credit profile considers
Hilcorp's partnership and governance structure, concentrated
ownership and commercial relationships with affiliated entities
controlled by Mr. Hildebrand, it also recognizes the company's
track record under his control and leadership.
Moody's expects the company's liquidity position to remain very
good through 2024. At June 30, Hilcorp had $65 million of balance
sheet cash. Upon amending its credit facility in early October,
Hilcorp's secured revolver matures in 2028 and has $1.75 billion in
commitments. The revolver has a sizeable $3.5 billion borrowing
base reflecting potential additional liquidity subject to
commitments. Hilcorp's liquidity will benefit from the notes
issuance and expected repayment of a portion of existing revolver
borrowings, with the company having pro forma availability of
around $1.3 billion at October 31, 2023. Hilcorp should generate
meaningful free cash flow to reduce debt and support its liquidity
through 2024. The revolver has maintenance covenants including
maximum debt to EBITDA and minimum current ratio. The company is
expected to remain well in compliance with these covenants through
2024.
The stable outlook reflects Moody's expectation that the company
will continue to generate meaningful free cash flow and reduce debt
balances.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
A rating upgrade could be considered if Hilcorp generates
consistent free cash flow after sufficiently reinvesting in the
business, and its future growth strategy does not entail
significantly increasing financial leverage to fund acquisitions or
materially deviate from its historic focus on creating value
through the acquisition of mature, legacy fields. For an upgrade,
the company's retained cash flow (RCF) to debt should exceed 50%
with conservative financial policies that balance debtholders'
interests and owner distributions even in a high commodity price
environment. Ratings could be downgraded if Hilcorp's RCF/debt
falls below 25%, or debt levels increase significantly to fund a
major acquisition or distributions.
Hilcorp Energy I, L.P. is a private limited partnership
headquartered in Houston, Texas. The company's primary producing
assets are located in Alaska, Texas, Louisiana, Wyoming, San Juan
Basin and the Utica.
The principal methodology used in this rating was Independent
Exploration and Production published in December 2022.
HILTON GRAND: Fitch Affirms 'BB' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
Hilton Grand Vacations, Inc. and Hilton Grand Vacations Borrower
LLC (together, Hilton Grand Vacations, or HGV) at 'BB'.
Additionally, Fitch has downgraded the senior secured term loan and
revolver to 'BB+'/'RR2' from 'BBB-'/'RR1' and affirmed the senior
unsecured notes at 'BB'/'RR4'. The Rating Outlook is Stable.
The affirmation follows the announcement by HGV that it plans to
acquire Bluegreen Vacations Holding Corporation for $1.5 billion.
Fitch believes the acquisition is beneficial in terms of adding
scale, increased FCF, expanded member reach, and potential cost and
revenue synergies. The debt-funded transaction will increase EBITDA
leverage slightly above sensitivities, but Fitch expects it will
quickly move lower over the forecast horizon.
The Stable Outlook reflects HGV's strong FCF growth and potential
debt reduction.
KEY RATING DRIVERS
Bluegreen Acquisition: HGV announced that it intends to acquire
Bluegreen Vacations Holding Corporation (BVH) for $75/share, or
$1.5 billion total enterprise value, in a 100% cash transaction.
This implies a 6.0x multiple when run-rate cost synergies are
included. Rationale for the sale includes increased size and scale
that should lead to costs savings and lower cost of capital,
expansion of HGV's member reach and growth profile, potential to
accelerate new buyer growth by taking advantage of BVH's high
quality lead flow, increased FCF from potential cost savings and
revenues synergies, and the ability to rebrand BVH resorts with the
HGV brand and further leverage the Hilton relationship.
HGV plans to issue secured debt to fund the acquisition, which will
increase EBITDA leverage slightly above Fitch's downgrade
sensitivities. The expectation is that FCF will be used to reduce
debt to bring leverage within sensitivities over time. Fitch points
to the rapid deleveraging that occurred following HGV's acquisition
of Diamond Resorts.
Variation from Published Criteria: Since the September 2023
committee, Fitch has created a variation for timeshare companies.
Fitch's Corporate Rating Criteria calls for deconsolidation of the
company's financial services (FS) operations and assumes a
hypothetical capital injection to achieve the target standalone
capital structure. A variation from Fitch's Corporate Rating
Criteria was made as Fitch-adjusted EBITDA now incorporates income
earned from the company's FS operations.
Fitch considers the cash generated by HGV's wholly-owned consumer
financing subsidiary, which flows up directly to HGV, to be
accessible, stable and sustainable. Therefore, its inclusion better
depicts the company's true operating position as this cashflow
supports HGV's ability to service debt and finance its operations.
Recovery Criteria Revision: In October 2023, Fitch released new
Recovery Criteria that included a change in the definition of debt
that would reduce the relative ranking of HGV's first lien secured
debt. Fitch initially provided a two-notch upgrade from the Issuer
Default Rating (IDR) of 'BB' to 'BBB-' for HGV's senior secured
debt. The new criteria revision only allows for a one-notch upgrade
to 'BB+'.
FCF Growth Driving Deleveraging: Strong growth in HGV's EBITDA and
FCF since 2021 resulted in debt reduction and improved leverage
metrics. Fitch's EBITDA leverage declined to 2.8x in 2022 from 5.3x
in 2021 and is expected to remain in the low mid-3x range during
the forecast horizon. Fitch's leverage calculation includes an
adjustment to ensure proper capitalization of the company's captive
finance operations, which is zero for 2023, given the abundant
timeshare receivable assets over securitize receivable debt.
HGV has a company-defined public net adjusted EBITDA/debt target of
2.0x-3.0x. HGV's net leverage as of June 30, 2023 was 2.7x.
Resiliency in Downturn: Despite a 71% drop in net sales of vacation
ownership interests (VOI) in 2020, HGV generated positive FCF from
recurring revenue sources, including consumer financing, club
management and rental and property management fees. Recurring
revenue represented 42% of total revenue in 2Q23. Low capital
spending and the ability to manage inventory on a just-in-time
basis provide flexibility during a downturn.
Timeshare receivables experienced a default rate of 8.9% in 2021
and 6.3% in 2020, and reached 6.0% during the global financial
crisis. In a default, HGV typically retains ownership of the VOI,
which it can rent or sell to another customer. Thus, loan losses
are relatively low despite high default rates. In addition, the
weighted average FICO score of 736 out of a potential of 850 as of
June 30, 2023 is considered by Fitch to be of good quality.
Well-Positioned in a Competitive Industry: HGV is a top three
timeshare operator based on owner families, which provides
economies of scale and facilitates third-party marketing
relationships. HGV is well-positioned within the high-end spectrum
of the timeshare industry and has a diversified portfolio of
vacation ownership brands. The integration of Diamond Resorts
broadens HGV's network in the U.S. as well as a wider range of
products and price points.
DERIVATION SUMMARY
HGV's ratings reflect its leading position in timeshares, its
strong brand affiliation and network and its robust liquidity due
to limited near-term debt maturities. The discretionary and
cyclical nature of timeshare sales balance the ratings.
HGV is one of the nation's largest timeshare operators, with
approximately 525,000 members in its system. Travel + Leisure Co.
(TNL; BB-/Stable) is the largest, with 816,000 owner families,
followed by Marriott Vacations Worldwide (VAC) with 700,000. HGV
generates higher EBITDA than VAC and TNL and has a stronger
EBITDA-to-FCF conversion rate.
HGV's revenue is less diversified than that of TNL and VAC, which
own the Resorts Condominium International and Interval
International timeshare exchange networks, respectively. HGV's
EBITDA leverage of 2.0x-3.0x is in line with TNL and VAC.
Under Fitch's Corporate Rating Criteria treatment for corporate
issuers with captive finance subsidiaries, Fitch calculates an
appropriate target debt-to-equity ratio for the finance subsidiary
based on its asset quality, funding and liquidity. If the finance
subsidiary's target debt-to-equity ratio, based on Fitch's
calculations, is lower than the actual ratio, Fitch assumes that
the parent injects additional equity into the finance subsidiary to
bring the debt-to-equity ratio to the appropriate target level.
Fitch assumes that the corporate entity (HGV) funds the capital
injection with an increase in gross debt, a reduction in cash, or a
combination of the two. On an as-reported basis, Fitch considers
the effect of this equity injection in its analysis of HGV's credit
profile vis-a-vis an increase in gross debt.
For HGV's captive finance subsidiary, Fitch calculates an
appropriate target debt-to-equity ratio of 1.0x, in line with the
actual ratio at June 30, 2023. As a result, Fitch did not adjust
its calculation of adjusted leverage for HGV.
Given HGV's strong FCF profile, Fitch expects cash will accumulate
through the forecast years, despite an assumption of share
buybacks. HGV has maintained strong cash and cash equivalents,
which provides ample liquidity to fund working capital
requirements.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
Include:
- Revenue and net VOI sales pro forma for the Diamond acquisition
reach approximately 100% of fiscal 2019 levels by 4Q23, with flat
to low-single-digit growth in the forecast;
- EBITDA margins maintained at approximately 27% through 2026;
- Base interest rates applicable to the company's outstanding
variable rate debt obligations reflect SOFR forward curve;
- Inventory spending of $200 million annually through 2026;
- Share buybacks of $300 million annually through 2026;
- No material acquisitions or dispositions through 2026 other than
the proposed acquisition.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Greater diversification by business line or scale through
material increase in owner families;
- EBITDA leverage sustaining below 2.5x;
- Evidence of through-the-cycle sustainability in the company's
capital-light inventory sources such that it does not materially
affect HGV's financial flexibility and operational strategy.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage above 3.5x;
- Severe disruption in the asset-based securities markets such that
HGV needs to provide material support to its captive finance
subsidiary;
- Material decline in profitability, leading to EBITDA margins
sustaining around 15%;
- Consistently negative FCF.
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity, Limited Near-Term Maturities: At 2Q23, HGV had
$252 million in cash and cash equivalents on hand, and $671 million
of available capacity, net of letters of credit, under its $1.0
billion revolving credit facility. The strength of HGV's liquidity
profile is driven by a lack of meaningful near-term debt
maturities. HGV also has $336 million of restricted cash.
Because HGV relies on the asset-backed securities market to help
fund its timeshare customer lending activities, Fitch notes that a
significant economic downturn resulting in tightened credit markets
could pressure HGV's securitization market access and potentially
require it to support its finance subsidiary. This risk is
mitigated by the company's $750 million receivable securitization
warehouse facility, which HGV upsized from $450 million in May
2022, which had $710 million of available borrowing capacity as of
June 30, 2023.
HGV completed a $293 million securitization on Aug. 10, 2023 at an
overall weighted average coupon of 5.94% and an advance rate of
97%. Proceeds will be used to repay debt and other general
corporate purposes.
ISSUER PROFILE
Hilton Grand Vacations, Inc. (NYSE: HGV) is a global timeshare
company that develops, sells and manages timeshare resorts under
the Hilton Grand Vacations brand.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Hilton Grand
Vacations
Borrower LLC LT IDR BB Affirmed BB
senior
unsecured LT BB Affirmed RR4 BB
senior secured LT BB+ Downgrade RR2 BBB-
Hilton Grand
Vacations Inc. LT IDR BB Affirmed BB
IMEDIA BRANDS: Amends Chapter 11 Plan & Disclosure Statement
------------------------------------------------------------
Legacy IMBDS, Inc. disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that on October 27, 2023, the
Debtors filed an amended Combined Joint Chapter 11 Plan of
Liquidation and Disclosure Statement.
As previously disclosed, on June 28, 2023, Legacy IMBDS, Inc. and
certain of its subsidiaries filed voluntary petitions in the United
States Bankruptcy Court for the District of Delaware seeking relief
under Chapter 11 of Title 11 of the United States Code. The Chapter
11 Cases are being administered under the caption In re: Legacy
IMBDS, Inc., et. al. (Case No. 23-10852).
The amended Combined Joint Chapter 11 Plan of Liquidation and
Disclosure Statement of Legacy IMBDS, Inc., and its Debtor
Affiliates amends the Initial Proposed Combined Plan and Disclosure
Statement filed on October 10, 2023.
The First Amended Proposed Plan and Disclosure Statement describes,
among other things, the revised terms of the Liquidating Trust,
including Liquidating Trust Cash Funding and distribution of
Liquidating Trust Assets, the revised payment construct of
Professional Fee Claims, and certain other aspects of the
restructuring contemplated by the Proposed Plan.
Although the Debtors intend to pursue the Restructuring in
accordance with the terms set forth in the Proposed Plan, there can
be no assurance that the Proposed Plan will be approved by the
Bankruptcy Court. There can be no assurance that the Debtors will
be successful in consummating the Restructuring or any other
similar transaction on the terms set forth in the Proposed Plan, on
different terms or at all.
About Legacy IMBDS
Legacy IMBDS, Inc. (f/k/a 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.
INTELIGLAS CORPORATION: Hires Saul Ewing LLP as Co-Counsel
----------------------------------------------------------
Inteliglas Corporation seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Saul Ewing LLP as
co-counsel.
The firm's services include:
a. providing legal advice with respect to the Debtor's powers
and duties as debtor-in-possession in the continued operation of
its business and
management of its property;
b. preparing and pursuing confirmation of a plan;
c. preparing, on behalf of the Debtor, necessary applications,
motions, answers, orders, reports, and other legal papers;
d. appearing in Court and protecting the interests of the
Debtor before the Court;
e. providing assistance, advice and representation concerning
any investigation of the assets, liabilities and financial
condition of the Debtor that may be required under local, state or
federal law or orders of this or any other court of competent
jurisdiction; and
f. performing all other services assigned by the Debtor to
Saul Ewing as co-counsel to the Debtor, and to the extent the Firm
determines that such services fall outside of the scope of services
historically or generally performed by Saul Ewing as counsel in a
bankruptcy proceeding, Saul Ewing will file a supplemental
declaration pursuant to Bankruptcy Rule 2014.
The firm will be paid at these rates:
Partners $475 to $1,050 per hour
Counsel $475 to $1,200 per hour
Associates $300 to $495 per hour
Paraprofessionals $200 to $410 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Evan T. Miller, a partner at Saul Ewing LLP, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Evan T. Miller, Esq.
Saul Ewing LLP
1201 N. Market Street, Suite 2300
Wilmington, DE 19801
Tel: (302) 421-6800
About Inteliglas Corporation
InteliGlas Corporation is a secure AI cloud platform that fully
integrates all building systems, provides sensory-capabilities, and
puts all the data into the artificial intelligence system
inteliGlas AI.
The Debtor filed Chapter 11 petition (Bankr. D. Del. Case No.
23-11124) on Aug. 9, 2023, with $243,273 in assets and $3,177,648
in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC
has been appointed as Subchapter V trustee.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Evan T. Miller, Esq., at Bayard, PA and Michael
T. Conway, Esq., at Lazare Potter Giacovas & Moyle LLP as legal
counsel.
IRON EAGLE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Iron Eagle Inc.
d/b/a Iron Eagle Excavation
PO Box 2601
Wylie, TX 75098
Chapter 11 Petition Date: November 8, 2023
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 23-42145
Debtor's Counsel: Eric Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road, Ste. 850
Suite 1100
Dallas, TX 75251
Phone: (972) 991-5591
Email: agenda@ealpc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brandon Weinlein as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WX3N2QA/Iron_Eagle_Inc__txebke-23-42145__0001.0.pdf?mcid=tGE4TAMA
JAMES PINE: Seeks to Hire Kasen & Kasen as Bankruptcy Counsel
-------------------------------------------------------------
James Pine & Son Trucking, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ Kasen &
Kasen, PC to handle its Chapter 11 case.
The hourly rates of the firm's attorneys are as follows:
David A. Kasen, Esq. $500
Jenny R. Kasen, Esq. $400
David Kasen, Esq., an attorney at Kasen & Kasen, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David A. Kasen, Esq.
Kasen & Kasen, PC
Society Hill Office Park
1874 E. Marlton Pike, Suite 3
Cherry Hill, NJ 08003
Telephone: (856) 424-4144
Facsimile: (856) 424-7565
Email: dkasen@kasenlaw.com
About James Pine & Son Trucking
James Pine & Son Trucking, LLC filed Chapter 11 petition (Bankr.
D.N.J. Case No. 23-19461) on Oct. 26, 2023, with $100,001 to
$500,000 in assets and $500,001 to $1 million in liabilities. James
Pine, Jr., member, signed the petition.
Judge Jerrold N. Poslusny Jr. oversees the case.
David A. Kasen, Esq., at Kasen & Kasen, PC is the Debtor's legal
counsel.
JAMES R SMITH: Seeks to Hire Orville & McDonald Law as Counsel
--------------------------------------------------------------
James R. Smith 52, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of New York to employ Orville &
McDonald Law, PC.
The Debtor requires legal counsel to:
(a) give advice regarding the powers and duties of the Debtor
in the continued operation of its business and in the management of
its property;
(b) take necessary action to avoid liens against the Debtor's
property, remove restraints against its property and such other
actions to remove any encumbrances or liens which are avoidable;
(c) take necessary action to enjoin and stay until final
decree herein any attempts by secured creditors to enforce liens
upon the Debtor's property;
(d) represent the Debtor in any proceedings which may be
instituted in this court by creditors or other parties during this
proceeding;
(e) prepare legal papers; and
(f) perform all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Peter A. Orville $350
Zachary D. McDonald $250
Non-lawyer Staff $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also requires a retainer in the amount of $6,000.
Peter Orville, Esq., an attorney at Orville & McDonald Law,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Peter A. Orville, Esq.
Orville & McDonald Law, PC
30 Riverside Dr.
Binghamton, NY 13905
Telephone: (607) 770-1007
About James R. Smith 52
James R Smith 52 Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-30673) on
Sept. 20, 2023, with $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities. Francis Brennan, Esq., at
Nolan Heller Kauffman, LLP, has been appointed as Subchapter V
trustee.
Judge Wendy A. Kinsella oversees the case.
Peter Alan Orville, Esq., at Orville & Mcdonald Law, PC represents
the Debtor as bankruptcy counsel.
JDUB'S BREWING: Taps Andrew Yurasko as Marketing and Sales Agent
----------------------------------------------------------------
JDub's Brewing Company, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Andrew Yurasko,
III, MBA, MPT, manager of IHT Group, LLC, as its marketing and
sales agent.
The Debtor needs a marketing and sales agent to provide services in
connection with the sale of the Beer Brands.
Mr. Yurasko and IHT have agreed to be employed as the sale agent
for Beer Brands for a fee of $2,000 to be paid from the cash
proceeds of the Beer Brands sale.
Mr. Yurasko disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The professional can be reached at:
Andrew Yurasko, III, MBA, MPT
IHT Group, LLC
18848 U.S. Hwy. 441 #422
Mount Dora, FL 3275
Telephone: (412) 352-4737 ·
Email: ayurasko@gmail.com
About JDub's Brewing Company
JDub's Brewing Company, LLC, a Sarasota, Fla.-based company in the
beverage manufacturing industry, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02926) on
April 6, 2020, listing $697,542 in assets and $1,687,781 in debt.
Judge Michael G. Williamson oversees the case.
Daniel Etlinger, Esq., at David Jennis, PA, doing business as
Jennis Law Firm, serves as the Debtor's legal counsel.
On July 6, 2021, Judge Williamson confirmed the Debtor's Chapter 11
plan of reorganization.
KIDDE-FENWAL: Ad Hoc Committee's Fees OK'd via Sec. 363
-------------------------------------------------------
Alex Wittenberg of Law360 reports that a Delaware bankruptcy judge
on Nov. 7, 2023, approved fire-suppression company Kidde-Fenwal
Inc.'s unusual request to pay counsel fees for an ad hoc group of
23 governmental claimants, finding the relief will help the company
confirm a Chapter 11 plan that addresses the thousands of pollution
and personal injury claims it faces.
The sole objection to the payment of the professional fees of the
Ad Hoc Committee of Governmental Claimants came from the U.S.
Trustee, which argued that payment of a non-estate professional's
fees may only be bought by a substantial contribution motion
pursuant to Sec. 503(b)(3)(D) and (b)(4), and not as a "business
judgment" pursuant to Sec. 363 of the Bankruptcy Code.
"So -- I will approve the Debtor's motion as the relief has been
modified. Based on the unopposed evidence and the conditions to
payment, I conclude, for purposes of this motion, that the Debtor
has properly exercise its business judgment in determining that it
will beneficial to the estate to have the Ad Hoc Committee
participate in these cases as a committee and to serve as a focal
point for negotiations with governmental entities," the Honorable
Laurie Selber Silverstein said in a bench ruling on Nov .7, 2023.
"In doing so, however, let me make clear that I consider granting
of such relief to be a rare occurrence. While, as evidenced by the
Bethlehem Steel decision, the use of Sec. 363 in this fashion is
not new, but it seems to be picking up steam. Each case will have
to be evaluated on its own terms and I do not expect to be
regularly approving the payment of fees for a prepetition creditor
or group of creditors on a Sec. 363 motion. I can envisage that
the extent of such a request becomes commonplace, I would become
more hesitant, not less hesitant, to grant the request."
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.
KIDDE-FENWAL: Saccullo & Kelley Update List of Government Claimants
-------------------------------------------------------------------
The Ad Hoc Group of Governmental Claimants in the chapter 11 case
of Kidde-Fenwal, Inc., filed a sixth amended verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure.
The Committee members hold unsecured claims against the Debtor's
estate related to the Debtor's design, manufacture, distribution,
and sale of aqueous film-forming foam.
The members of the Ad Hoc Group of Governmental Claimants are:
1. The State of Maryland
2. The Commonwealth of Massachusetts
3. The State of New Mexico
4. The State of New Hampshire
5. The State of New Jersey
6. The State of North Carolina
7. Commonwealth of the Northern Mariana Islands
8. The State of Oregon
9. The State of Rhode Island
10. The State of Tennessee
11. The State of Texas
12. Suffolk County Water Authority
13. State of Washington
14. State of Wisconsin
15. Commonwealth of Virginia
16. State of Delaware
17. The State of New York
18. The State of Maine
19. State of Vermont
20. State of Hawaii
21. Commonwealth Utilities Corporation
22. Guam Waterworks Authority
23. The State of Connecticut
24. District of Columbia Attn: Wesley Rosenfel
Counsel to the Ad Hoc Committee of Governmental Claimants
Anthony M. Saccullo, Esq.
Mark T. Hurford, Esq.
Mary E. Augustine, Esq.
A. M. SACCULLO LEGAL, LLC
27 Crimson King Drive
Bear, DE 19701
Tel: (302) 836-8877
Fax: (302) 836-8787
E-mail: ams@saccullolegal.com
mark@saccullolegal.com
meg@saccullolegal.com
- and -
James S. Carr, Esq.
KELLEY DRYE & WARREN LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Tel: 212-808-7800
Fax: 212-808-7897
E-mail: Jcarr@kelleydrye.com
- and -
Sean T. Wilson, Esq.
KELLEY DRYE & WARREN LLP
515 Post Oak Blvd, Suite 900
Houston, TX 77027
Telephone: (212) 808-7612
Facsimile: (713) 355-5001
E-mail: Swilson@kelleydrye.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 legal counsels; and Guggenheim Securities, LLC as
investment banker. Stretto, Inc. is the claims and noticing agent
and administrative advisor.
KORO KORO: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------
Koro Koro I, Inc. asks the U.S. Bankruptcy Court for the District
of New Jersey for authority to use cash collateral and provide
adequate protection.
The Debtor requires the use of cash collateral to fund day-to-day
operations.
The parties that assert an interest in the Debtor's cash collateral
are Bitty Advance 2, LLC, Cloudfund LLC, Itria Ventures, LLC, The
LCF Group, LLC, and Washington Business Bank assert an interest in
the Debtor's cash collateral.
Between August and October 2023, the Debtor entered into a number
of agreements with Secured Creditors and incurred debt totaling
approximately $126,785.
The Debtor incurred debt under the Agreements to, inter alia,
provide operating capital, pay for necessary renovations, obtain
restaurant equipment, and expand its operations.
The Debtor asserts that the Secured Creditors are adequately
protected by the Debtor's cash flow and, pursuant to a forthcoming
plan of reorganization ,the Debtor intends to make 100%
distributions on all allowed claims held by the Secured Creditors.
As adequate protection, the Debtor offers Secured Creditors
replacement liens, nunc pro tunc to the Petition Date, a
replacement perfected security interest under 11 U.S.C. Section
361(a) to the extent that Secured Creditors' cash collateral is
used by the Debtor, to the extent and with the same priority in the
Debtor's post-petition collateral, and proceeds thereof, that
Secured Creditors held in the Debtor's pre-petition collateral.
A copy of the motion is available at https://urlcurt.com/u?l=4330ls
from PacerMonitor.com.
About Koro Koro I, Inc.
Koro Koro I, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 23-19862) on November 6,
2023. In the petition signed by Quentin J. Dubois, president, the
Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C.,
represents the Debtor as legal counsel.
LEGACY CARES: Has Deal on Cash Collateral Access
------------------------------------------------
Legacy Cares, Inc. asks the U.S. Bankruptcy Court for the District
of Arizona for authority to use cash collateral in accordance with
its agreement with UMB Bank, N.A., as trustee for certain
bondholders.
The Debtors agree that the Bond Trustee may use cash collateral
during the month of November 2023.
UMB as debtor-in-possession lender has extended a credit facility
to the Debtor for post-petition financing up to an aggregate
principal amount not to exceed $9 million in accordance with the
terms of (i) the "Priming Superior Priority Debtor-in-Possession
Credit Agreement"; (ii) "First Amendment to Priming Superior
Priority Debtor-in-Possession Credit Agreement" dated effective
June 13, 2023; (iii) the Interim Order Re: Use of Cash Collateral
and Postpetition Financing on Priming, Superpriority and Secured
Basis entered by the Court on May 5, 2023; (iv) Second Interim
Order Re: Use of Cash Collateral and Postpetition Financing on
Priming, Superpriority and Secured Basis entered by the Court on
May 30, 2023 [ECF No. 157] and (vi) all additional documents
contemplated in (i)-(v).
Under the DIP Loan Documents, UMB received a super-priority,
priming lien to secure the sums due under the DIP Facility and
adequately protect UMB's interest in the Debtor's cash collateral.
The Debtor has fully drawn on the DIP Facility. No further
borrowings are contemplated under the DIP Loan Documents.
UMB has agreed to consent to use the use of its cash collateral on
the terms set forth in the Stipulation.
The Debtor's use of cash collateral will be pursuant to a budget.
The Debtor submits that granting UMB a lien on the Chapter 5
Actions is reasonable and justified given UMB’s consent to use of
its cash collateral to fund continued operations of Legacy Park, as
well as pay estate professionals.
A copy of the motion is available at https://urlcurt.com/u?l=pMg8zM
from PacerMonitor.com.
About Legacy Cares
Legacy Cares, Inc. is a 501c3 non-profit organization dedicated to
providing athletes and non-athletes of all ages, economic
backgrounds and levels of athletic proficiency the opportunity to
participate in sports and e-sports while fostering the enjoyment
and camaraderie of teamwork and perseverance, key components in
athletic competition and lifetime success. The organization is
based in Mesa, Ariz.
Legacy Cares sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023,
with $242,329,104 in assets and $366,719,676 in liabilities.
Douglas Moss, president of Legacy Cares, signed the petition.
Judge Daniel P. Collins oversees the case.
The Debtor tapped Henk Taylor, Esq., at Warner Angle Hallam Jackson
Formanek, PLC as bankruptcy counsel; Papetti Samuels Weiss
McKirgan, LLP and Slania Law, PLLC as special counsels; and Miller
Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co.,
Inc., as investment banker. Epiq Corporate Restructuring, LLC is
the noticing, claims and balloting agent.
The U.S. Trustee for Region 14 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Pachulski Stang Ziehl & Jones, LLP and AlixPartners, LLP serve as
the committee's legal counsel and financial advisor, respectively.
LUMEN TECHNOLOGIES: Gets $110-Million U.S. Defense Contract
-----------------------------------------------------------
Lumen Technologies (NYSE: LUMN) announced Nov. 7, 2023, that it
recently won an approximately $110 million contract from the U.S.
Defense Information Systems Agency (DISA) to provide secure,
mission-critical network services to the U.S. Department of
Defense.
"Lumen's robust fiber network delivers always-on, 24/7 services
that power the U.S. Department of Defense," said Jason Schulman,
Lumen national vice president, federal sales. "DISA leverages the
Lumen network's strength, diversity and resiliency to achieve its
mission of connecting and protecting America's service men and
women who help defend our nation."
Under this new contract, Lumen will operate and maintain DISA's
fiber backbone, which includes colocation facilities, dark fiber,
diverse end-to-end network infrastructure, new fiber builds, and
system updates that use new technologies to improve network
resilience, decrease latency and increase availability. This award
is an extension of an existing network services contract DISA
previously awarded to Lumen.
Tech Talk:
* The contract has a ceiling of approximately $110 million over
a five-year period of performance from November 30, 2023, through
September 30, 2028.
* Lumen provides more than 11,000 fiber miles in support of the
U.S. Department of Defense Information Network.
* Lumen proudly supports military and civilian agencies' IT
modernization efforts with the security and reliability government
agencies need to carry out their important missions.
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an
international facilities-based technology and communications
company focused on providing its business and mass markets
customers with a broad array of integrated products and services
necessary to fully participate in its ever-evolving digital world.
The Company's platform empowers its customers to swiftly adjust
digital programs to meet immediate demands, create efficiencies,
accelerate market access and reduce costs - allowing customers to
rapidly evolve their IT programs to address dynamic changes.
Lumen reported a net loss of $1.55 billion in 2022.
* * *
As reported by the TCR on Aug. 24, 2023, Moody's Investors Service
downgraded Lumen Technologies, Inc.'s corporate family rating to
Caa1 from B2. Moody's said the downgrade reflects the Company's
increasing financial risks and continued weak operating
performance.
Also in August 2023, S&P Global Ratings lowered its issuer credit
rating on U.S.-based telecommunications service provider Lumen
Technologies Inc. to two notches to 'CCC+' from 'B'. S&P said "The
two-notch downgrade reflects our view that Lumen's capital
structure is unsustainable longer term. We expect the company's
operating and financial performance will remain challenged for the
next couple of years as its turnaround plan faces significant
challenges."
MILLRIDGE INVESTMENTS: Seeks to Hire 24:15 Realty as Broker
-----------------------------------------------------------
Millridge Investments, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire 24:15 Realty as
its broker.
The firm will market and sell the Debtor's properties located in
Dallas, Texas area.
The firm will receive compensation equal to 6 percent of the gross
sales price.
As disclosed in the court filings, 24:15 Realty is a "disinterested
person" as defined in 11 U.S.C. 101(14).
The firm can be reached through:
Jason Moore
24:15 Realty
130 N Denton Tap Rd suite 130
Coppell, TX 75019
Phone: (972) 942-0222
About Millridge Investments, Inc.
Millridge Investments, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
23-31936) on Sep. 1, 2023, listing up to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Eric A. Liepins, Esq. at Eric A. Liepins, P.C. represents the
Debtor as counsel.
MOLEKULE GROUP: Seeks to Hire Marbury Law Group as Special Counsel
------------------------------------------------------------------
Molekule Group, Inc. and Molekule, Inc. seek approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ The
Marbury Law Group, PLLC as special counsel.
The Debtors need a special counsel to provide representation for
intellectual property matters.
The hourly rates of the firm's counsel and staff are as follows:
Stephen D. Huang, Esq. $420
Partners $325 - $470
Associates $200 - $350
Paralegals and Legal Assistants $120 - $140
The firm holds an unsecured claim for pre-bankruptcy legal services
of $78,322.09.
Stephen Huang, Esq., a partner at The Marbury Law Group, 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:
Stephen D. Huang, Esq.
The Marbury Law Group, PLLC
11800 Sunrise Valley Dr., 15th Floor
Reston, VA 20191
Telephone: (703) 391-2900
Email: shuang@marburylaw.com
About Molekule Inc.
Molekule, Inc. and Molekule Group, Inc. manufacture air purifiers.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18094) on
October 3, 2023. In the petition signed by its chief financial
officer, Ryan Tyler, Molekule, Inc. disclosed $11,592,471 in total
assets and $46,952,909 in total liabilities.
The Hon. Erik P. Kimball is the case judge.
The Debtors tapped Bradley S. Shraiberg, Esq., at Shraiberg Page,
PA as bankruptcy counsel and the law firm of Ossentjuk & Botti and
The Marbury Law Group, PLLC as special counsel.
MUELLERS AUTO: Seeks to Hire Reilly, Creppage & Co. as Accountant
-----------------------------------------------------------------
Muellers Auto Recycling & Sales Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Reilly, Creppage & Co., Inc. CPAs as its accountant.
The Debtor needs an accountant to prepare all its financial
documents and/or monthly filings.
Bernard Creppage, CPA, a member of Reilly, Creppage & Co., Inc.
CPAs, will be paid at an hourly rate of $195.
Mr. Creppage 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:
Bernard Creppage, CPA
Reilly, Creppage & Co., Inc. CPAs
601 Valley View Blvd.
Altoona, PA 16602
Telephone: (814) 944-6178
Facsimile: (814) 942-0283
Email: rccpablc@atlanticbbn.net
About Muellers Auto Recycling & Sales
Muellers Auto Recycling & Sales, Inc., an auto parts store in
Pennsylvania, filed a voluntary Chapter 11 petition (Bankr. W.D.
Pa. Case No. 23-70311) on Sept. 8, 2023, with $3,198,675 in total
assets and $5,411,968 in total liabilities. John R. Mueller,
president, signed the petition.
Judge Jeffery A. Deller oversees the case.
The Debtor tapped James R. Huff, II, Esq., at Forr, Stokan, Huff,
Kormanski & Naugle as counsel and Bernard Creppage, CPA, at Reilly,
Creppage & Co., Inc. CPAs.
NEPTUNE BIDCO US: Fitch Affirms 'B+' IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Neptune BidCo US Inc.'s (Nielsen) Issuer
Default Rating (IDR) at 'B+'. The Rating Outlook is Stable.
The 'B+' affirmation and Stable Outlook reflects Nielsen's leading
market position and scale as well as significant cash flow
potential over the forecast horizon. The cost savings plan that the
management team has been executing has already led to significant
margin expansion, and Fitch expects the company will be able to
maintain its margin gains. The rating is constrained by relatively
high leverage, which Fitch projects will be 6.5x at the end of
2023.
The fragmented media landscape and ongoing complexity poses
significant operational challenges. Nielsen is well positioned to
address these challenges, but it is unlikely that Nielsen can
dominate online media measurement the way that it had dominated TV
measurement for the past 50 years. Although the company's FCF
should enable significant debt paydown, the transaction debt weighs
on the rating until the management and sponsors demonstrate prudent
capital allocations.
KEY RATING DRIVERS
Financial Structure and Flexibility: Fitch projects that Nielsen
will end 2023 with EBITDA leverage of 6.5x, at the higher end of
the range for this rating. Fitch expects the company will continue
to improve this metric with organic growth, incremental margin
expansion and term loan amortization payments. With higher interest
rates that appear to be a new normal, the company's financial
flexibility has been somewhat curtailed due to lower interest
coverage. This metric should also improve, assuming stable
operations. Without material changes, such as accelerated debt
paydown or significant growth in EBITDA, these factors limit
Nielsen's rating to the single 'B' category.
High FCF Generation: Fitch expects adjusted FCF margins in the
low-double digits during the forecast horizon, assuming CapEx in
the range of $250 to $300 million per year. Fitch's projection is
in line current run-rate results. Previously, the company had a
volatile FCF profile, dragged down by both the Connect segment and
also a historically aggressive capital allocation policy. As
Nielsen continues to modernize its technology platform, capital
expenditures may require a higher percentage of available cash. The
overall capital allocation plan remains an open question in light
of new ownership, but the FCF potential is a strength that
partially mitigates the financial structure.
Cost Cutting and EBITDA Margin Execution: Nielsen instituted
cost-cutting measures prior to the spinoff of their Connect
business and has executed well. As part of the take-private
transaction, management and the sponsors initiated additional
cost-savings plan to reduce expenses in the range of $180 to $200
million. Much of the plan is already complete, and given
management's recent track record, Fitch is generally optimistic
that they will realize the full savings.
Global Scale and Brand: Fitch believes Nielsen's media business
remains well positioned, as the Company's ratings are the primary
metrics used to determine the value of programming and advertising
in the U.S. TV advertising marketplace, and in 30 countries outside
the U.S. This provides a stable base and valuable brand
recognition. The scale and entrenched nature of the business
provides good credit protection, but this consideration is offset
to some extent by the changing media landscape.
Changing Media Landscape: For some time, Nielsen has been adjusting
and investing in light of the digitization of media (VOD/Cord
cutting/ ad free streaming) as clients want new products to support
streaming services and new outcomes-based measures. Nielsen's goal
is to become a trusted, independent measurement solution across all
media types, and the company has been investing with this goal in
mind as well as forming partnerships with companies such as Roku
and Amazon.
But Fitch does not believe Nielsen will ever emerge as the clear
cross-media measurement winner. There is too much complexity and
too many variables outside Nielsen's control. Nonetheless, Nielsen
is a market leader and should be successful at taking a serious
chunk of the expanding pie.
DERIVATION SUMMARY
Nielsen's credit profile is supported by scale relative to smaller
niche competitors, stronger margins post the Connect segment
divestiture, and recent strategic investments to bolster
competitive positioning within cross-media measurement solutions.
Pro-forma for the take-private transaction the company's leverage
is elevated relative to historical levels and to its closest peers.
Fitch considers that Nielsen's industry leading position within
both legacy and high-growth subsectors of audience measurement
solutions positions the company well against non-Fitch rated
competitors such as comScore and newer entrants.
The closest Fitch-rated peer from a credit-metric standpoint is
Project Boost Purchaser (B/Stable, formerly J.D. Power), a provider
of data and analytics solutions for the automotive industry.
Although J.D. Power is not a direct competitor to Nielsen, the
company operates with a similar business model. Comparatively,
Nielsen has better scale than J.D. Power, lower leverage and, in
the past, had a better market position. Whether Nielsen can
maintain its leading market position in the complex media landscape
is a key question, but Fitch notes that these factors justify a
higher rating for Nielsen relative to J.D. Power.
KEY ASSUMPTIONS
- Revenue is essentially flat in 2023, and Fitch's model assumes
modest growth of 2% over other years in the forecast;
- EBITDA margin in the low 40% range with incremental expansion
over the next two years;
- Capital intensity of 7% to 8% over the forecast horizon;
- Interest rates moderate slightly over the next three to five
years
RECOVERY ANALYSIS
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that Neptune BidCo US Inc. would be
reorganized as a going-concern in bankruptcy rather than
liquidated;
- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
- Neptune's GC EBITDA assumption includes limited pro forma
adjustments for cash flows added via acquisition and/or reduced by
asset dispositions;
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation. Fitch contemplates the following:
- The going-concern EBITDA assumes a 15% drop from LTM Revenue of
~$3,500 to levels of $3,000 million. This reflects deterioration
resulting from major customer losses and increasing competition for
audience measurement clients and the relatively high operating
leverage of the business;
- The GC EBITDA assumption uses a 5% drop in EBITDA margins from
the ~41% levels the company operates with now. The company
experienced a ~10% drop in EBITDA margins during the from 2006-2009
financial crises, but Fitch feels the company has more recurring
revenues and operates with stronger margins overall compared to
that time period;
- A 35% margin on suppressed revenue of $3,000 million results in
GC EBITDA of $1,050-$1,100 million.
An enterprise value (EV) multiple of 7x EBITDA is applied to the GC
EBITDA to calculate a post-reorganization enterprise value. The
choice of this multiple considered the following factors:
- Sector: DAP sector includes a high proportion of recurring
revenues, contractual rights to proprietary data and the inherent
leverage in the business model;
- Recent acquisitions: DAP M&A occurs at attractive multiples in
the range of 10x-20x+. Current EV multiples of public data
analytics companies trade in the 20x-30x range;
- Comparable Reorg Multiples: median TMT multiples have
historically been ~6.0x (per FY21 TMT bankruptcy case study).
However, this recovery assumption is based on the company getting
into trouble from high leverage and a major customer loss vs. a
secular change that would lead to a declining business, justifying
a relatively stronger multiple.
Fitch uses a multiple of 7x to estimate a value for Neptune, and
weighs the company's industry leading brand recognition, high
degree of recurring revenue, strong margin profile, and overall
favorable reorganization prospects.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Demonstration of success in its cross-media measurement goals and
modernization of its operations, leading to sustained revenue
growth and continued strong competitive positioning;
- EBITDA leverage sustained below 5.5x;
- (CFO - CapEx)/ Debt sustained above 5%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Loss of market share or failure to generate positive organic
revenue growth;
- Interest coverage sustained below 2.0x
- EBITDA leverage sustained above 6.5x;
- (CFO - CapEx)/ Debt sustained below 3%.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: The company finished 2022 with more than $350
million of cash on the balance sheet and full availability on its
$650 million revolver. Fitch projects FCF exceeding $300 million in
2023 even after allowing for increased capital expenditures, and
with incremental top-line growth and steady or improving margins,
the company's cash conversion should also grow.
Manageable Debt Maturities: The earliest material maturity
(approximately $1.7 billion) is five years in the future with a
significant maturity wall of ~$8 billion in year six.
ISSUER PROFILE
Nielsen measures TV and advertising viewership. Almost three
quarters of the company's revenue is in this business segment. The
company has a long history and significant brand recognition. This
segment has EBITDA margins approaching 50% and generates
significant cash. Nielsen's other revenue streams (25% to 27%) are
adjacent and provide some diversification for the company.
For example, its Gracenote enables audiences to find content (via
metadata) and provides content creators information about where
their content is being played (both audio and video). Another
example is an analytical offering that enables advertisers to plan
their media spend and connect it with Nielsen's measurement data.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Neptune BidCo US Inc. LT IDR B+ Affirmed B+
senior secured LT BB Affirmed RR2 BB
NWR CONSTRUCTION: Seeks to Tap David Freydin as Bankruptcy Counsel
------------------------------------------------------------------
NWR Construction & Exteriors, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
the Law Offices of David Freydin PC as its bankruptcy counsel.
The firm's services include:
(a) negotiate with creditors;
(b) prepare a plan and financial statements;
(c) examine and resolve claims filed against the estate; and
(d) otherwise represent the Debtor in matters before the
bankruptcy court.
The hourly rates of the firm's attorneys are as follows:
David Freydin $350
Jan Michael Hulstedt $325
Jeremy Nevel $325
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Freydin 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:
David Freydin, Esq.
Law Offices of David Freydin, Ltd.
8707 Skokie Blvd., Suite 312
Skokie, IL 60077
Telephone: (847) 972-6157
Facsimile: (866) 897-7577
Email: david.freydin@freydinlaw.com
About NWR Construction
NWR Construction & Exteriors, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-13173) on Oct. 2, 2023, with up to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Timothy A. Barnes oversees the case.
David Freydin, Esq., at the Law Offices of David Freydin Ltd.
represents the Debtor as bankruptcy counsel.
OPEN TEXT: Fitch Affirms 'BB+' LongTerm IDR, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for Open Text Corporation (OTEX) and its subsidiaries, Open
Text Holdings, Inc. and Open Text ULC at 'BB+'. The subsidiaries
and Open Text Corporation are co-borrowers on the secured revolver,
and collectively all three entities are referred to as "Open Text".
The Rating Outlook remains Negative.
In addition, Fitch has affirmed the 'BBB-'/'RR1' rating on the
senior secured debt and the 'BB+'/'RR4' rating on the senior
unsecured debt of Open Text Corporation, and the 'BB+'/'RR4' rating
on Open Text Holdings, Inc.'s senior unsecured debt. Fitch has also
affirmed the 'BBB-'/'RR1' rating on the secured term loan of Open
Text Corporation.
The Negative Outlook reflects Fitch's concern for increased
leverage as a result of the Micro Focus International plc (Micro
Focus) acquisition in January 2023 for total consideration of $5.8
billion, which was largely funded with debt. Fitch expects the
combined company to be a significant generator of cash and that
leverage should decline over the next several quarters. Should
Fitch expect leverage to exceed 3.5x on a sustained basis, Fitch
may downgrade the rating by one notch. On the other hand, if Fitch
expects leverage to be below 3.5x on a sustained basis, the Outlook
may be revised to Stable.
KEY RATING DRIVERS
Deleveraging Expected: The Micro Focus acquisition closed in
January 2023 and the company's first fiscal year running as a
combined entity will be in FY24. Fitch projects that the combined
company will generate significant and growing EBITDA and FCF. Fitch
defined leverage is forecasted to be around 4.0x at the end of FY24
and decline to approximately 3.5x at the end of FY25 through EBITDA
growth and OTEX's plan to reduce debt by $175 million per quarter
until it reaches its net leverage target (as defined by Open Text)
to below 3.0x within eight quarters of closing on the Micro Focus
transaction. Fitch notes that its definition of gross leverage is
defined by Fitch and that OTEX's target is net leverage as defined
by the company.
Planned Focus on Margin Expansion: Historically, Open Text has had
stronger EBITDA margins and topline growth versus Micro Focus. Open
Text will have to continue to make improvements at Micro Focus,
which had experienced revenue declines and margin contraction for
the last few years leading up to the acquisition. Open Text plans
to bring Micro Focus' revenues back to an organic growth trajectory
while improving its EBITDA margins and cashflows and thus far, it
has been off to a good start.
EBITDA margins should ramp up as OTEX optimizes the Micro Focus
business and Fitch believes there is significant opportunity for
margin expansion. OTEX calculates its overall adjusted EBITDA
margins improved to 34.7% in 1QFY24, up from 31% in 4QFY23. In
4QFY23, OTEX (as a standalone business) had adjusted EBITDA margins
of 32.9% while Micro Focus had adjusted EBITDA margins of 28.4%, up
from 23.1% in 3QFY23. For FY23, OTEX calculates its total adjusted
EBITDA margins were 32.8% and OTEX standalone was 34.7% while Micro
Focus was 26.3%. In FY24, OTEX projects its overall adjusted EBITDA
margins will be in the range of 36%-38%.
Integration Ahead of Plan: The Micro Focus acquisition is Open
Text's largest acquisition to date. Integration is ahead of plan
with the company having executed on approximately $260 million of
its planned $400 million cost synergies as of the end of FY23.
Successful integration must continue if Open Text can achieve its
FY26 aspirations of adjusted EBITDA margins in the 38%-40% range.
Furthermore, Open Text's debt more than doubled with the
acquisition of Micro Focus and as of June 30, 2023, the company had
$9 billion of total debt outstanding. While the increase in
leverage may be temporary, if OTEX cannot further enhance Micro
Focus' operating profile and mitigate potential integration risks,
the company could have a weaker credit profile. OTEX must continue
to execute on improving Micro Focus which had a portfolio of mature
software assets that were in secular decline.
FCF and Capital Allocation: Over the past four years, OTEX has been
a significant generator of FCF which averaged around $600 million
per year (after dividends) and FCF margins have average nearly 17%.
In FY23, FCF and FCF margins were impacted by the Micro Focus
acquisition and Fitch believes that FCF margins should return to
the mid-teens by FY25. The company projects FCF (before dividends)
to be over $1.5 billion in FY26. Once the company hits its net
leverage target, Fitch assumes OTEX may once again become
acquisitive and/or increase its share repurchase program. It
continues to allocate about 20% of the LTM FCF (as defined by the
company which is FCF before dividends) to dividends.
Significantly Increased Scale: With the acquisition of Micro Focus,
the combined company will have an annualized total revenue of over
$6.0 billion, delivering on the company's 2021 publicly stated goal
of doubling revenues over the next five to seven years.
Historically, Open Text has maintained strong recurring revenues
consisting of cloud services and subscriptions and customer support
(81% recurring revenues in FY23). The company targets pre-dividend
free cash flows of $1.5 billion in FY 2026. Fitch expects the
acquisition to drive organic growth in the cloud segments as Open
Text transitions Micro Focus' customers to Open Text's cloud
infrastructure.
DERIVATION SUMMARY
Open Text's 'BB+' rating reflects its size and scale, which will
double with the Micro Focus acquisition. The company's rating is
the same as Gen Digital (GEN; BB+/Negative), which has much
stronger EBITDA margins of around 50%. Fitch estimates Open Text
has EBITDA margins in the low- to mid-30's. GEN differs from Open
Text significantly in its strong focus in the consumer market.
From a leverage perspective, there are similarities since both have
leverage over 3.5x, which is high for the 'BB+' rating, and they
both share a Negative Outlook for that reason. Both are expected to
generate significant FCF and reduce leverage. Fitch expects Open
Text to have leverage under 4.0x by the end of FY24, and if it
successfully increases EBITDA margins, it could be below 3.5x by
the end of FY25. For GEN, Fitch forecasts leverage in the 3.5x to
4.0x range by the end of FY24 (FY ends April 1). Should it focus on
debt reduction, GEN could also have leverage under 3.5x by the end
of FY25.
Fitch rates Open Text Corporation and its subsidiaries, Open Text
Holdings, Inc., and Open Text ULC on a consolidated basis, using
the weak parent/strong subsidiary approach based on the entities
operating as a single enterprise with strong legal and operational
ties.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer:
- Revenues for Open Text will grow organically in the low single
digits until FY26 when Fitch assumes OTEX resumes acquisition
activity which boosts topline growth;
- After adjusted EBITDA margins of 32.4% in FY23, Fitch assumes
that margins expand in FY24 to the mid-30's and further increase
after that;
- Dividend growth continues around 10%;
- Fitch assumes share repurchases resume in FY24 and continue;
- Fitch forecasts that cash builds on the balance sheet and is
directed to sizeable acquisitions in FY26 and FY27.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a Stable
Outlook:
- Should Fitch anticipate Open Text's leverage falling below 3.5x
on a sustained basis, the Outlook could be revised to Stable from
Negative.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch's expectation of EBITDA leverage below 2.5x on a sustained
basis;
- (CFO-Capex)/Debt above 17.5% on a sustained basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Should Fitch expect leverage to exceed 3.5x on a sustained basis,
Fitch may downgrade the rating by one notch;
- (CFO-Capex)/Debt below 10% on a sustained basis;
- Evidence of negative organic revenue growth;
- Significant debt-financed acquisitions or share repurchases that
significantly weaken the company's credit profile for a prolonged
period of time.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of Sept. 30, 2023, Open Text had total
liquidity of $1.57 billion consisting of $920 million of cash on
the balance sheet and revolver availability of $650 million. In
October 2023, OTEX repaid the $100 million balance on the revolver.
The $750 million revolver is current and due in October 2024 and
Fitch assumes that OTEX can successfully put in place a new
revolver. This along with Fitch's expectation for significant FCF
also supports Open Text's liquidity.
The company's nearest maturity occurs in May 2025, with $930
million due on the amortizing term loan. In July 2023, Open Text
repaid $175 million drawn under the revolver leaving about $100
million drawn.
ISSUER PROFILE
Open Text Corporation (NASDAQ: OTEX) is a public company with a
$9.2 billion market cap that offers its customers information
management through cloud-based solutions. It also offers licenses,
customer support and professional services such as consulting. In
FY23 (FY ends June 30), the company generated 62% of its revenues
from the Americas, 29% from EMEA, and 9% from Asia Pacific.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Open Text
Holdings, Inc. LT IDR BB+ Affirmed BB+
senior
unsecured LT BB+ Affirmed RR4 BB+
senior secured LT BBB- Affirmed RR1 BBB-
Open Text
Corporation LT IDR BB+ Affirmed BB+
senior
unsecured LT BB+ Affirmed RR4 BB+
senior secured LT BBB- Affirmed RR1 BBB-
Open Text ULC LT IDR BB+ Affirmed BB+
senior secured LT BBB- Affirmed RR1 BBB-
OSMOSIS HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on global
water treatment and service provider Osmosis Holdings L.P. (doing
business as Culligan) and 'B' issue-level ratings on its senior
secured credit facilities. S&P also assigned a 'B' issue-level
rating to AI Aqua Merger Sub Inc.'s proposed $950 million
incremental term loan. The recovery rating is '3'.
The stable outlook on Culligan reflects S&P's expectation that it
will continue to generate steady organic growth and will
successfully integrate the Primo assets while also completing the
integration of Waterlogic, resulting in EBITDA cash interest
coverage sustained above 2x.
S&P said, "We expect credit measures to modestly weaken but remain
commensurate with the ratings. We estimate leverage, pro forma for
the acquisition and incremental term loan, will increase to the
low-8x from the high-7x for the trailing-12-month period ended June
30, 2023 (note our calculation of leverage includes approximately
$950 million of preferred units and $129 million of contingently
redeemable common units as debt). Incremental transaction and
integration costs associated with the acquisition, along with the
higher interest expense, will also pressure cash flow. We now
expect free operating cash flow (FOCF) will be modestly negative in
2023 and about $20 million in 2024. Nevertheless, we believe the
company will continue to generate steady organic growth, execute on
its synergy plans, and importantly, sustain EBITDA cash interest
coverage above 2x. This includes our expectation that it will have
achieved about $10 million in cost synergies from the Primo
acquisition and $50 million from Waterlogic (an acquisition
completed in October 2022) by the end of 2024. We also expect the
bulk of integration costs related to both acquisitions will have
been incurred before the end of 2024, supporting much stronger cash
flow generation and deleveraging going into fiscal 2025. We
forecast the company will deleverage to the low-7x area in 2024 and
low-6x area in 2025 as synergies are achieved and restructuring and
other one-time costs moderate.
"The acquisition will strengthen Culligan's international presence
and support margin expansion. We believe the acquisition of the
Primo assets will strengthen Culligan's position in Europe and
modestly enhance its geographic diversity, particularly alongside
Waterlogic. The Primo assets also will likely increase Culligan's
recurring revenue base and provide margin uplift through cost
synergies and improved route density. It could also achieve
incremental margin expansion over time by converting customers to
bottle-free coolers (water dispensers that take water directly from
a waterline) from bottled water coolers (traditional plastic jugs
of water). The Primo Europe business is more heavily indexed to
customers that use bottled water coolers, which we believe are
lower margin and less sticky than bottle-free coolers (though
bottle-free coolers also have higher upfront capital expenditure
requirements). We believe health and sustainability trends,
including efforts to reduce single-use plastic packaging, will
support customer conversions over time.
"Integration remains a near-term risk. Notwithstanding the improved
geographic diversity and potential for margin expansion, we do not
believe the acquisition is transformative enough to favorably
revise our business risk assessment on Culligan. Moreover, we
believe near-term integration risks partly offset these benefits.
While Culligan has been successful folding in and realizing
synergies from tuck-in acquisitions, this will be one of the
largest acquisitions in the company's history behind Waterlogic,
which is still being integrated.
"The company's aggressive financial policies and historically weak
cash flow continue to limit ratings upside. This debt transaction
continues to signal Culligan's appetite for high leverage and its
aggressive growth strategy under financial sponsor ownership. We
believe the company will continue to pursue tuck-in acquisitions
and incorporate acquisition expenditures of $150 million-$250
million annually in our base-case forecast. Transaction and
integration costs associated with its ongoing merger acquisition
(M&A) activity have weighed on the company's profitability and
consistently caused FOCF to be below our expectations. We recognize
the company has grown significantly in scale over the past few
years and expect that costs associated with its ongoing M&A
activity will likely have less impact on profit and cash flow
generation in the future. As such, we forecast a significant
improvement in FOCF in 2025, close to $200 million, as integration
costs associated with Waterlogic and the Primo assets moderate and
cost synergies are realized. However, we view any ratings upside as
very limited until at least that time, as the company needs to
demonstrate its ability to generate much stronger FOCF consistent
with its increased scale and earnings profile. Given the company's
track record, we cannot rule out the possibility of additional
larger-than-expected M&A that continues to pressure cash flow and
cause credit measures to be weaker for longer than expected.
"The stable outlook on Culligan reflects our expectation that it
will continue to generate steady organic growth and will
successfully integrate the Primo assets while also completing the
integration of Waterlogic. We forecast FOCF will remain suppressed
in 2024 because of transaction and integration costs, as well as
ongoing tuck-in M&A expenses, but we expect credit measures to
improve as it realizes cost synergies. This includes our
expectation that the company will deleverage below 7.5x in 2024 and
sustain EBITDA cash interest coverage in the low-2x area.
"We could lower our ratings on Culligan if EBITDA cash interest
coverage weakens below 2x on a sustained basis or we believe FOCF
will remain below $50 million in 2025."
This could occur if:
-- Operational missteps result in Waterlogic integration costs
being higher or synergies lower than expected.
-- EBITDA remains depressed by ongoing high transaction and
restructuring costs because of more aggressive M&A activity than
expected.
-- Operating performance deteriorates due to weakening consumer
demand, intensifying competition, or poor execution.
Absent a significant change in financial policy, a higher rating in
the near term is unlikely. However, S&P could raise the rating if
leverage strengthens and remains below 5x.
This could occur if:
-- The company continues to generate solid organic revenue growth
and its profit margins expand as it realizes cost synergies.
-- It prioritizes debt repayment over M&A or other shareholder
friendly activities.
S&P believes its financial sponsor owner will remain committed to
sustaining leverage below 5x.
OUTFRONT MEDIA: Moody's Rates New $400MM Notes Due 2031 'Ba1'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$400 million of backed senior secured notes due 2031 of OUTFRONT
Media Capital LLC (a subsidiary of OUTFRONT Media Inc., OUTFRONT).
OUTFRONT's B1 Corporate Family Rating and B1-PD Probability of
Default Rating were affirmed. The Ba1 senior secured bank credit
facility rating, B2 backed senior unsecured notes rating, and B2
senior unsecured notes rating of OUTFRONT Media Capital LLC were
also affirmed. The outlook for both entities remains stable.
The proceeds from the senior secured notes issuance will be used to
refinance the company's unsecured senior notes maturing in 2025.
The transaction is expected to be leverage neutral.
RATINGS RATIONALE
OUTFRONT's B1 CFR reflects high but declining leverage (5.9x as of
Q3 2023), the company's dependence upon the global economy and
outdoor advertising spending as a percentage of overall ad budgets,
and changes in urban work patterns and remote working which
particularly affect demand for transit advertising. OUTFRONT has
significant exposure to both New York City and Los Angeles which
are likely to grow at faster rates compared to smaller markets. The
company also has a sizable, long-term contract with the New York
Metropolitan Transit Authority (MTA) to deploy digital transit
displays (including platform, subway, and railcar displays) over
the next several years which will be a use of cash until ridership
and advertising levels improve. The outdoor industry remains
vulnerable to consumer ad spending, with contractual terms
generally shorter than in prior periods. As a result, Moody's
expects the outdoor advertising industry will be more sensitive to
economic conditions than in prior years. Moody's also believes that
the outdoor subsegment of media is generally more immune to
internet dislocation as compared to other forms of traditional
media advertising.
OUTFRONT benefits from its market position as one of the largest
outdoor advertising companies in the US with positions in all the
top 25 markets and approximately 150 markets in the US and Canada.
The company recently announced the sale of its Canadian operations
and plans to use proceeds from that sale to reduce debt and
leverage after it closes in 2024. The Canadian operations will not
initially be part of the proposed notes collateral package due to
the agreement to sell those assets. Moody's anticipates that
Canadian assets will also be removed from the collateral securing
the revolver and term loan after the closing of the sale.
Furthermore, if the sale is not completed, the notes indenture
provides for a springing pledge of the Canadian operations that
would be added to the collateral securing the proposed notes.
Accordingly, Moody's has rated the notes at the same Ba1 rating as
the senior secured bank credit facilities.
The ability to convert traditional static billboards to digital and
enhanced programmatic and data attribution capabilities will lead
to higher revenue and EBITDA with broader appeal to advertisers
over a multiyear period. Outdoor advertising is not likely to
suffer from disintermediation as other traditional media outlets
have and will benefit from restrictions on the supply of additional
billboards, which helps support advertising rates and very high
asset valuations.
Moody's projects OUTFRONT to maintain good liquidity as reflected
in the Speculative Grade Liquidity (SGL) rating of SGL-2 which is
supported by access to an undrawn $500 million revolver due June
2028 ($6.5 million of letters of credits outstanding) and
approximately $44 million in cash as of Q3 2023. OUTFRONT has a
$150 million accounts receivable securitization facility, with $150
million outstanding as of Q3 2023. OUTFRONT also maintains an
additional $81 million of L/C facilities which had $76 million
outstanding as of Q3'23. There is a $300 million At-the-Market
equity (ATM) offering program (no shares were issued in 2020, 2021,
or 2022) that could be used to help fund modest acquisitions or
negative free cash flow, though there were no shares sold in 2023
through the third quarter and the capacity remaining is $232.5
million.
OUTFRONT typically generates good cash flow from operations, but
free cash flow has been negative since 2017 (excluding 2020) after
capex, MTA equipment deployment costs, and dividends. The dividend
payment on the common equity was suspended in 2020 and capex
declined which contributed to slightly positive free cash flow in
2020. Higher capex and the return of dividend payments led to
negative free cash flow of -$42 million in FYE 2022. In 2022,
dividend payments were $206 million with $90 million in capex in
addition to MTA deployment costs. In 2023, dividend payments will
be approximately $200 million, with capex in the range of $80 –
$85 million, and significant MTA deployment costs (estimated to be
$45 million in 2023 and between $50 and $60 million in 2024). As a
result, Moody's projects free cash flow will continue to be
negative in 2023 as the transit division continues to recover and
will trend towards slightly negative or breakeven in 2024 and will
continue to improve once MTA deployment costs are rolled off.
OUTFRONT spent $371 million in acquisitions for the fiscal year end
2022 and spent $31 million in acquisitions as of Q3'23 YTD and
management expects to spend another $10 million on acquisitions in
Q4'23. As of the LTM period September 30th, 2023, free cash flow
was -$65 million.
The term loan is covenant lite, but the revolver is subject to a
maximum consolidated net secured leverage ratio of 4.5x compared to
the current ratio of 1.1x for the LTM Q3'23 period. Moody's expect
OUTFRONT will remain well within compliance of their covenants
going forward, even with the additional secured debt.
The stable outlook reflects Moody's expectation that operating
performance will continue to improve due to solid demand for
outdoor advertising which will lead to a reduction in leverage
levels, Moody's expects leverage to improve to the high 5x range by
the end of 2023 and to the mid 5x range in 2024 after proceeds from
the Canadian sale are used to repay debt. OUTFRONT's smaller
transit division has been severely affected by the pandemic and
profitability in the division will continue to be affected by
substantial minimum annual guaranteed payments. However, the
transit division has experienced some recovery in 2023 as more
workers returned to the office following the pandemic. While
OUTFRONT benefited from the recovery from the pandemic, economic
conditions continue to be challenging due to higher interest and
inflation rates which will slow the pace of cash flow growth in the
near term.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
OUTFRONT'S ratings could be upgraded if liquidity improves, free
cash flow to debt is sustained in the mid-single digit range,
leverage improves to below 5x (before Moody's standard adjustments)
and the company demonstrates both the desire and ability to sustain
leverage below that level.
OUTFRONT'S ratings could be downgraded if leverage was expected to
be maintained above 6x (before Moody's standard adjustments),
liquidity deteriorates, or negative free cash flow after dividends
is sustained.
OUTFRONT Media Inc. (OUTFRONT) (fka CBS Outdoor Americas Inc.) is
one of the leading outdoor advertising companies with operations
primarily in the US in addition to Canada. OUTFRONT was previously
an operating subsidiary of CBS Corporation and in 2014 began
operating as a REIT. OUTFRONT is a publicly traded company listed
on the New York Stock Exchange with reported revenues of
approximately $1.9 billion as of LMT Q3'23.
The principal methodology used in this rating was Media published
in June 2021.
OUTFRONT MEDIA: S&P Lowers Unsecured Debt Rating to 'B'
-------------------------------------------------------
S&P Global Ratings lowered the issue-level rating on Outfront Media
Inc.'s unsecured debt to 'B' from 'B+' and revised the recovery
rating to '5' from '4'. The '5' recovery rating indicates its
expectation for modest (10%-30%; rounded estimate 20%) recovery for
lenders in the event of a payment default.
Outfront recently announced its plans to issue $400 million of
secured notes, and use proceeds to pay off the company's $400
million unsecured notes due in 2025. While the current amount of
total debt outstanding will remain the same, these actions increase
the amount of secured debt outstanding in S&P's hypothetical
default scenario and as a result, lower recovery prospects for
unsecured debtholders.
S&P said, "The 'BB' issue-level rating and '1' recovery rating on
the company's existing senior secured debt are unchanged. We also
assigned our 'BB' issue-level rating and '1' recovery to the
company's new secured notes due 2031.
"Our 'B+' issuer credit rating and stable outlook on Outfront are
unchanged because its net leverage remains the same."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
Outfront's proposed debt capitalization consists of a $150 million
priority accounts-receivable securitization facility maturing in
2025 (not rated); senior secured credit facility ($500 million
revolving credit facility maturing in 2028 and $600 million term
loan B maturing in 2026); senior secured notes ($400 million due
2031); and senior unsecured notes ($650 million, 5% due in 2027;
$500 million, 4.25% due in 2029; and $500 million, 4.625% due in
2030). Outfront Media Capital Corp. and Outfront Media Capital LLC
are coborrowers of the secured and unsecured debt.
The senior secured credit facility is secured by a first-priority
security interest in all tangible and intangible assets (subject to
66% of the voting stock and 100% of the nonvoting stock of
first-tier foreign subsidiaries).
Simulated default assumptions
-- S&P's simulated default scenario considers a default in 2027
because of a significant decline in cash flow from a prolonged
economic downturn that reduces advertising spending, coupled with
increased competition from alternative media.
-- Other default assumptions include an 85% draw on the revolving
credit facility, a 60% draw on the accounts-receivable
securitization facility, the spread on the revolving credit
facility and term loan increase to 5% as covenant amendments are
obtained, and all debt including six months of prepetition
interest.
-- S&P said, "We value Outfront on a going-concern basis using a
7.5x multiple of our projected emergence EBITDA, in line with other
outdoor advertisers we rate. We assume Outfront would reorganize in
the event of a default given the importance of outdoor advertising
to advertisers' marketing mix and the company's strong market
position and long-term contracts with landlords and customers."
Simplified waterfall
-- EBITDA at emergence: About $260 million
-- EBITDA multiple: 7.5x
-- Gross recovery value: About $2 billion
-- Net recovery value (after 5% administrative expenses): About
$1.9 billion
-- Obligor/nonobligor (Canadian nonguarantor subsidiaries)
valuation split: 95%/5%
-- Value available to senior secured debt (after priority claims):
About $1.8 billion
-- Estimated senior secured debt claims: About $1.5 billion
--Recovery expectation: 90%-100% (rounded estimate: 95%)
-- Value available to senior unsecured debt: About $375 million
-- Estimated senior unsecured debt: About $1.7 billion
--Recovery expectation: 10%-30% (rounded estimate: 20%)
PALACE AT WASHINGTON: Available Cash & Income to Fund Plan
----------------------------------------------------------
The Palace at Washington Square, LLC, filed with the U.S.
Bankruptcy Court for the Northern District of California a
Subchapter V Plan of Reorganization dated October 30, 2023.
Since 2013, the Debtor has been in the business of developing and
selling condominium units at that certain real property located at
1731 Powell Street in San Francisco, California.
The Debtor is a California limited liability company. The Debtor's
sole member is Joel Campos, who founded and operates a successful
chain of Mexican restaurants known as La Corneta Taqueria.
While selling condominium units, a dispute arose between the Debtor
and Mechanic's Bank. The Debtor sued Mechanic's Bank but lost and
now owes the bank over $1.1 million, as of the petition date, for
attorney's fees, costs, and interest thereon. The within bankruptcy
case was commenced because the Debtor cannot pay these claims and
also fund the costs of tenant improvements and other expenses
necessary to open a restaurant.
Class 2 consists of General Unsecured Claims. General unsecured
creditors include American Express ($798.62); Case Anywhere LLC
($2,389.80); JAMS ($12,173.20); Mechanics Bank ($1,183,649.45);
Porsche Financial Services ($90,400.21); and Thompson Welch Soroko
& Gilbert LLP ($591,447.89). This class is impaired and is entitled
to vote on confirmation of the Plan.
Within 7 calendar days after the Effective Date, the Debtor will
distribute cash in the amount of $100,000.00 to general unsecured
creditors, pro rata. Thereafter, the Debtor will distribute to
general unsecured creditors, pro rata, all disposable income, each
month, due on the 15th calendar day following the month in which
such income is received, beginning with the first full month
following the Effective Date and terminating upon the earlier of:
(a) the date that is 5 years from the Effective Date; or (b)
payment of all allowed claims in full. "Disposable income" means
net income after payment of expenses and funding any reserves.
Holders of equity interests in the Debtor will retain their
interests without modification.
Payments due on the Effective Date, and the first distribution to
general unsecured creditors, will be funded from the Debtor's cash.
Following the Effective Date, the Debtor will construct tenant
improvements at its leased location at 601 Columbus Street in San
Francisco, California. The tenant improvements are estimated to
cost approximately $1,250,000, which the Debtor will fund from its
cash.
Approximately six months after the Effective Date, the Debtor will
open and proceed to operate a restaurant serving Mexican cuisine at
its leased location. Thereafter, the Debtor will distribute to
general unsecured creditors, pro rata, all disposable income. The
Debtor will also sell its 2020 Lamborghini Huracan Evo Spyder and
promptly distribute the net proceeds thereof to general unsecured
creditors, pro rata. The Debtor will seek Court approval in advance
of the sale.
A full-text copy of the Subchapter V Plan dated October 30, 2023 is
available at https://urlcurt.com/u?l=I1xJo9 from PacerMonitor.com
at no charge.
Counsel for Debtor:
Reno Fernandez, Esq.
BINDER & MALTER, LLP
2775 Park Avenue
Santa Clara, CA 95050
Telephone: (408) 295-1700
Facsimile: (408) 295-1531
Email: reno@bindermalter.com
About The Palace at Washington
The Palace at Washington Square, LLC is a San Francisco-based
company engaged in activities related to real estate.
The Debtor filed Chapter 11 petition (Bankr. N.D. Cal. Case No.
23-30519) on July 31, 2023, with $1,958,560 in assets and
$1,717,638 in liabilities. Edward Schmitt Jr., vice president,
signed the petition.
Reno Fernandez, Esq., at the Law Offices of Reno Fernandez, is the
Debtor's legal counsel.
PANTHEON GASTRONOMY: Selling Assets to M J Wheeler for $67,331
--------------------------------------------------------------
Pantheon Gastronomy, LLC asked the U.S. Bankruptcy Court for the
Southern District of Georgia for authority to sell assets to M J
Wheeler PTY Limited for $67,331.
The assets consist of kitchen utensils, equipment and other items,
which the company used to operate its restaurant located at 401 W.
St. Marys St., St. Marys, Ga.
Pantheon is selling the assets "free and clear" of liens, claims
and encumbrances.
The company will use the proceeds from the sale to pay a large
portion of its debt to Small Business Administration.
"Once the equipment is sold, [Pantheon] will be able to disburse
the proceeds through a plan of liquidation in order for creditors
to be paid," Brandon Tittle, Esq., the company's attorney, said in
a motion filed in court.
About Pantheon Gastronomy
Pantheon Gastronomy, LLC filed Chapter 11 petition (Bankr. S.D. Ga.
Case No. 23-20137) on April 4, 2023, with as much as $50,000 in
assets and $100,001 to $500,000 in liabilities. Judge Michele J.
Kim presides over the case.
The Debtor tapped Paul A. Schofield, Esq., at The Williams
Litigation Group, PC as bankruptcy counsel; The Williams Litigation
Group, PC as local counsel; and Lane Gorman Trubitt, LLC as
financial advisor.
PAO BAY INVESTMENT: Gets OK to Tap Harbor Realty as Broker
----------------------------------------------------------
Pao Bay Investment Corp. received approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Harbor Realty
Investment Corp. as real estate broker.
The Debtor needs a broker in connection with the marketing and sale
of its property located at 7600 Bayside Lane, Miami Beach,
Florida.
The broker will receive a commission of 3 percent of the property's
purchase price.
John Olsen, sales associate at Harbor Realty Investment Corp.,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
John Olsen, Esq.
Harbor Realty Investment Corp.
1900 Sunset Harbour Drive
Annex Bldg., 2nd Flr.
Miami Beach, FL 33139
Telephone: (305) 785-0127
About Pao Bay Investment Corp
Pao Bay Investment Corp is engaged in activities related to real
estate. The company is based in Miami Beach, Fla.
Pao Bay Investment Corp filed Chapter 11 petition (Bankr. S.D. Fla.
Case No. 23-15800) on July 25, 2023, with $1 million to $10 million
in both assets and liabilities. Paola Oramas, president, signed the
petition.
Judge Robert A. Mark oversees the case.
Scott Alan Orth, Esq. at the Law Offices of Scott Alan Orth, PA
represents the Debtor as bankruptcy counsel.
PARAMETRIC SOLUTIONS: Seeks to Tap McAuliffe Law as Special Counsel
-------------------------------------------------------------------
Parametric Solutions, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ McAuliffe Law
PLLC as its special counsel.
The firm will represent the Debtor should the need arise in the
future related to its involvement with an alleged wage suppression
scheme.
The Debtor has agreed to pay the attorney $550 per hour for fees.
Michael McAuliffe, Esq., an attorney at McAuliffe Law PLLC,
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:
Michael McAuliffe, Esq.
McAuliffe Law PLLC
2000 PGA Blvd., Suite 4440
Palm Beach Gardens, FL 33408
Telephone: (561) 510-7302
Email: michael@mcauliffelawfirm.com
About Parametric Solutions
Parametric Solutions, Inc., a company in Jupiter, Fla., provides
architectural, engineering, and related services.
The Debtor filed Chapter 11 petition (Bankr. S.D. Fla. Case No.
23-16141) on August 3, 2023, with $6,147,086i in assets and
$5,597,168 in liabilities. David Cusano, director, signed the
petition.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Craig I. Kelley, Esq., at Kelley, Fulton and
Kaplan, PL, as legal counsel and Michael McAuliffe, Esq., at
McAuliffe Law PLLC as special counsel.
PEACE EQUIPMENT: Amends Plan to Include Sumitomo Claims Pay
-----------------------------------------------------------
Peace Equipment, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas a Plan of Reorganization for Small
Business dated October 30, 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 2 consists of the Claim of First Citizens Bank & Trust. Peace
will pay the monthly payments of $250 until the amount of the claim
is paid. At such time, the property will be owned by the Debtor.
Within 30 days of plan completion and payments under the plan, the
Class 2 creditor must execute and deliver to the Debtor releases of
all liens, security interests and encumbrances on any property of
the Debtor and any collateral for any loans to the Debtor.
Class 3 consists of the Claim of BMO Harris Bank, NA ("BMO"). Peace
will pay the amounts as set forth herein for Class 3 in full
satisfaction of the claim of BMO. Peace will pay BMO the amount of
$1,875 for six months following the Effective Date of Confirmation.
Thereafter, Peace will pay BMO the amount of $2,325.43 for 54
months. Such amounts shall be in full satisfaction of the Class 3
Claim. Within 30 days of plan completion and payments under the
plan, the Class 3 creditor must execute and deliver to the Debtor
releases of all liens, security interests and encumbrances on any
property of the Debtor and any collateral for any loans to the
Debtor. Other terms for the payment and remedies for Class 3 are
set forth herein. Any further amounts claimed by BMO shall be paid
as an unsecured claim in Class 14.
Class 4 consists of the Claim of TBK Bank, SSB fka Triumph
Commercial Finance. Peace will pay the amounts as set forth herein
for Class 4 in full satisfaction of the allowed secured claim of
TBK Bank. Peace will pay TBK Bank the amount of $4,750 for six
months following the Effective Date of Confirmation. Thereafter,
Peace will pay TBK Bank the amount of $9,850 for 54 months. TBK
shall continue to have valid, perfected first liens in the TBK
Collateral. The payment in full of all such amounts shall be in
full satisfaction of the Class 4 Claim. Within 30 days of plan
completion and payments under the plan, the Class 4 creditor must
execute and deliver to the Debtor releases of all liens, security
interests and encumbrances on any property of the Debtor and any
collateral for any loans to the Debtor.
Class 5 consists of Commercial Credit Group, Inc. ("CCG"). Peace
will pay the amounts as set forth herein for Class 5 in full
satisfaction of the claim of CCG. Peace will pay CCG the amount of
$5,090 for six months following the Effective Date of Confirmation.
Thereafter, Peace will pay CCG the amount of $9,750 for 54 months.
Such amounts shall be in full satisfaction of the Class 5 Claim.
Within 30 days of plan completion and payments under the plan, the
Class 5 creditor must execute and deliver to the Debtor releases of
all liens, security interests and encumbrances on any property of
the Debtor and any collateral for any loans to the Debtor.
Class 8 consists of the Claim of Regions Bank dba Ascentium
Capital. Peace will pay the amounts for Class 8 in full
satisfaction of the secured claim of Ascentium. Peace will pay
Ascentium the amount of $4,680 for six months following the
Effective Date of Confirmation. Thereafter, Peace will pay
Ascentium the amount of $5,417.54 for 54 months. Such amounts shall
be in full satisfaction of the secured Class 8 Claim. Within 30
days of plan completion and payments under the plan, the Class 8
creditor must execute and deliver to the Debtor releases of all
liens, security interests and encumbrances on any property of the
Debtor and any collateral for any loans to the Debtor.
Class 9 consists of the Claim of Paccar Financial Corp. Peace will
pay the amounts as set forth herein for Class 9 in full
satisfaction of the secured claim of Paccar. Peace will pay Paccar
the amount of $1,660 for six months following the Effective Date of
Confirmation. Thereafter, Peace will pay Paccar the amount of
$4,060.88 for 54 months. Such amounts shall be in full satisfaction
of the secured Class 9 Claim. Within 30 days of plan completion and
payments under the plan, the Class 9 creditor must execute and
deliver to the Debtor releases of all liens, security interests and
encumbrances on any property of the Debtor and any collateral for
any loans to the Debtor.
Class 11 consists of the Claim of Balboa Capital. Peace will
surrender the collateral of Balboa (2023 Kenworth tractor) to
Balboa no later than January 12, 2024. Until such date, Peace shall
pay Balboa the amount of the adequate protection of $1,470 per
month, pro-rated for January of 2024. Peace must maintain insurance
coverage on the tractor and maintain the tractor in industry
standard condition. Provided that Peace surrenders the collateral
by such date and that the collateral is in industry standard
condition with normal wear and tear for the collateral, Balboa will
accept the collateral in full satisfaction for the debt of Peace to
Balboa. Such acceptance of the collateral will constitute payment
in full and any claims against any guarantors on such debt to
Balboa shall be released, discharged and deemed paid in full.
Class 12 consists of the Claim of TransLease. Peace will pay the
amounts as set forth herein for Class 12 in full satisfaction of
the claim of TransLease. Peace will pay TransLease the amount of
$1,170 for six months following the Effective Date of Confirmation.
Thereafter, Peace will pay TransLease the amount of $1,337.58 for
54 months. Such amounts shall be in full satisfaction of the Class
12 Claim. Within 30 days of plan completion and payments under the
plan, the Class 12 creditor must execute and deliver to the Debtor
releases of all liens, security interests and encumbrances on any
property of the Debtor and any collateral for any loans to the
Debtor
Class 13 consists of the Claim of Sumitomo Mitsu Finance & Leasing
Co., Ltd. Peace will pay the amounts as set forth herein for Class
13 in full satisfaction of the secured claim of Sumitomo. Peace
will pay Sumitomo the amount of $1,470 for six months following the
Effective Date of Confirmation. Thereafter, Peace will pay Sumitomo
the amount of $2,691.13 for 54 months. Such amounts shall be in
full satisfaction of the Class 13 Claim. Within 30 days of plan
completion and payments under the plan, the Class 13 creditor must
execute and deliver to the Debtor releases of all liens, security
interests and encumbrances on any property of the Debtor and any
collateral for any loans to the Debtor. Any remaining amounts shall
be treated as an unsecured claim in Class 14.
A full-text copy of the Amended Plan dated October 30, 2023 is
available at https://urlcurt.com/u?l=XWrzfs from PacerMonitor.com
at no charge.
Attorney for Debtor:
Reese Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, Texas 77024
(713) 979-2279
(713) 869-9100 Fax
About Peace Equipment
Peace Equipment, LLC, is a commercial trucking company that
provides commercial truck services across the United States.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24,
2023. In the petition signed by Alejandro G. Mascorro, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Reese W. Baker, Esq., at Baker and Associates, is the Debtor's
legal counsel.
PEACOCK JEWELERS: Seeks to Tap Lefkovitz & Lefkovitz as Counsel
---------------------------------------------------------------
Peacock Jewelers, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Tennessee to employ Lefkovitz &
Lefkovitz, PLLC as its legal counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the Debtor's rights, duties, and
powers;
(b) prepare and file statements and schedules, plans, and
other documents and pleadings necessary to be filed by the Debtor
in this proceeding;
(c) represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and any other proceedings in this
case; and
(d) perform such other legal services as may be necessary in
connection with this case.
The hourly rates of the firm's counsel and staff are as follows:
Steven L. Lefkovitz $600
Jay R. Lefkovitz $450
Michelle L. Spezia $450
Associate Attorneys $350
Paralegals $125
The firm received a retainer of $6,000 from the Debtor.
Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Steven L. Lefkovitz, Esq.
Lefkovitz & Lefkovitz, PLLC
908 Harpeth Valley Place
Nashville, TN 37221
Telephone: (615) 256-8300
Facsimile: (615) 255-4516
Email: slefkovitz@lefkovitz.com
About Peacock Jewelers
Peacock Jewelers, LLC, a jewelry store owner, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Tenn. Case No. 23-03951) on Oct. 27, 2023. In the petition
signed by Paul G. Wilson, chief manager, the Debtor disclosed up to
$1,561,828 in total assets and up to $659,163 in total
liabilities.
Judge Charles M. Walker oversees the case.
Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as
the Debtor's legal counsel.
POWER BRANDS: Hires Munger Tolles & Olson LLP as Special Counsel
----------------------------------------------------------------
Power Brands Consulting LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Munger,
Tolles & Olson LLP, as insurance counsel.
The firm will represent the Debtor and Darin Ezra, Chief Executive
Officer of Power Brands Consulting LLC, in seeking insurance
coverage from HDI Global Insurance Company and HDI Specialty
Insurance Company for the arbitration captioned EHPLabs LLC vs.
Power Brands Consulting, LLC and Darin Ezra pending with the
American Arbitration Association, under Case No. 01-23-001-3032.
The firm will only be providing services in relation to the
separate insurance policies covering Debtor and Darin Ezra.
The firm will be paid at these rates:
Jeremy Lawrence, Partner $1,233 per hour
Associates $688 to $1,098 per hour
Paralegal $338 to $513 per hour
The firm will be paid a retainer in the amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeremy Lawrence, a partner at Munger, Tolles & Olson LLP, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jeremy Lawrence, Esq.
Munger, Tolles & Olson LLP
350 South Grand Avenue 50th Floor
Los Angeles, CA 90071-3426
Tel: (213) 683-9100
Fax: (213) 687-3702
Email: Jeremy.lawrence@mto.com
About Power Brands Consulting LLC
Power Brands Consulting, LLC is a beverage startup specialist that
helps design and develop packaging, create a recipe for new drink
and manufacture and market test new products.
Power Brands Consulting filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 23-10993) on July 15, 2023. The petition was signed by Darin
Ezra as chief executive officer. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Martin R. Barash presides over the case.
Robert P. Goe, Esq., at Goe Forsythe & Hodges, LLP represents the
Debtor as counsel.
PRINCESS PORT: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: Princess Port Bed and Breakfast, Inc.
445 Mirada Road
Half Moon Bay, CA 94019
Business Description: The Debtor is the owner of real property
located at 445 Mirada Rd, Half Moon Bay, CA
94019 valued at $2.58 million based on
Zillow valuation.
Chapter 11 Petition Date: November 8, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-30761
Judge: Hon. Dennis Montali
Debtor's Counsel: E. Vincent Wood, Esq.
THE LAW OFFICES OF E. VINCENT WOOD
1501 N. Broadway, Suite 261
Walnut Creek, CA 94596
Tel: (925) 278-6680
Email: vince@woodbk.com
Total Assets: $2,585,562
Total Liabilities: $1,429,200
The petition was signed by Maria Boruta as principal.
The Debtor listed Chase Credit Card as its sole unsecured creditor
holding a claim of $4,200.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/L7DYPSA/Princess_Port_Bed_and_Breakfast__canbke-23-30761__0001.0.pdf?mcid=tGE4TAMA
PROS HOLDINGS: Q3 2023 Investor Presentation Filed
--------------------------------------------------
PROS Holdings, Inc. filed with the Securities and Exchange
Commission a copy of its October 2023 Investor Presentation
The presentation contains updates about PROS Holdings financial
outlook; expectations; ability to achieve future growth and
profitability goals; management's confidence and optimism;
positioning; customer successes; demand for its software solutions;
pipeline; business expansion; revenue; subscription revenue;
subscription ARR; non-GAAP earnings (loss) per share; adjusted
EBITDA; free cash flow; shares outstanding and effective tax rate.
A full-text copy of the Investor Presentation is available at
https://tinyurl.com/yza5m6u9
About PROS Holdings
Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO),
is a provider of AI-powered SaaS pricing, CPQ, revenue management,
and digital offer marketing solutions.
As of September 30, 2023, the Company had $431.8 million in total
assets against $486.7 million in total liabilities.
Egan-Jones Ratings Company on October 9, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by PROS Holdings, Inc.
PROS HOLDINGS: Reports Third Quarter 2023 Financial Results
-----------------------------------------------------------
PROS Holdings, Inc. has announced its financial results for the
quarter ended September 30, 2023. The Company posted a net loss of
$13.868 million for the three months ended September 30, 2023,
slightly up from the net loss of $13.853 million for the same
period in 2022. The Company posted a net loss of $46.159 million
for the first nine months of 2023, down from $64.899 million net
loss for the same period in 2022.
The Company posted total revenue of $77.250 million for the three
months ended September 30, 2023, up from $70.348 million for the
same period in 2022. The Company posted total revenue of $226.224
million for the first nine months of 2023, up from $205.202 million
net loss for the same period in 2022.
"We delivered a strong third quarter, exceeding our guidance ranges
across all metrics, delivering 16% subscription revenue growth and
more than $17 million of improvement to free cash flow
year-over-year," stated CEO Andres Reiner. "We are delivering on
our growth objectives while driving incredible improvements to our
operational efficiency, a testament to our team's relentless focus
on achieving our goal of being a rule of 40 company by 2026."
For the Third Quarter of 2023, PROS Holdings:
* raises its revenue and profitability outlook for the full
year 2023 after exceeding the Company's Q3 guidance ranges across
all metrics.
* reported subscription revenue of $60.0 million, up 16%
year-over-year.
* had a total revenue of $77.3 million, up 10%
year-over-year.
* reported subscription gross margin of 76% and non-GAAP
subscription gross margin of 78%, up 135 basis points
year-over-year.
A full-text copy of the Company's press release is available at
https://tinyurl.com/w7j9b6ar
About PROS Holdings
Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO),
is a provider of AI-powered SaaS pricing, CPQ, revenue management,
and digital offer marketing solutions.
As of September 30, 2023, the Company had $431.8 million in total
assets against $486.7 million in total liabilities.
Egan-Jones Ratings Company on October 9, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by PROS Holdings, Inc.
PWP INVESTMENTS: Seeks to Hire eXp Reality as Real Estate Broker
----------------------------------------------------------------
PWP Investments, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ eXp Reality of
California, Inc. as real estate broker.
The Debtor needs a broker to assist in the sale of its property
located at 1232 S. Kenmore Ave., Los Angeles, Calif.
The broker will receive a commission of 3.5 percent of the Debtor's
property sales price.
Alfred Santiago Villegas, a broker associate of eXp Reality,
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:
Alfred Santiago Villegas
eXp Reality of California, Inc.
2603 Camino Ramon Suite 200
San Ramon, CA 94583
Telephone: (949) 371-7080
Email: Alfred.villegas@exprealty.com
About PWP Investments LLC
PWP Investments, LLC is in the Real Estate Investment Trusts
business.
PWP Investments, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13044) on June 1,
2022. In the petition filed by Christopher C. Uyan, managing
member, the Debtor reported $1 million to $10 million in both
assets and liabilities.
Judge Ernest M. Robles oversees the case.
Thomas B. Ure, Esq., at Ure Law Firm is the Debtor's counsel.
Q.Y. TANG'S HWA: Taps White & Wolnerman as Bankruptcy Counsel
-------------------------------------------------------------
Q.Y. Tang's Hwa Yuan, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ White &
Wolnerman, PLLC as its counsel.
The Debtor requires legal counsel to:
(a) advise the Debtor regarding its powers and duties;
(b) negotiate, draft, and pursue confirmation of a plan of
reorganization;
(c) prepare legal papers;
(d) appear in court and protect the Debtor's interests before
the court;
(e) assist with any disposition of the Debtor's assets, by
sale or otherwise;
(f) attend meetings and negotiate with representatives of
creditors, the U.S. Trustee, and other parties-in-interest; and
(g) perform all other legal services as may be necessary and
proper in the case.
The hourly rates of the firm's counsel and staff are as follows:
Randolph E. White $550
David Y. Wolnerman $550
Nishtha Ahuja $350
In addition, the firm will seek reimbursement for expenses
incurred.
The retainer fee is $25,000.
Randolph White, Esq., an attorney at White & Wolnerman, 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:
Randolph E. White, Esq.
White & Wolnerman, PLLC
950 Third Avenue, 11th Floor
New York, NY 10022
Telephone: (212) 308-0667
Email: info@wwlawgroup.com
About Q.Y. Tang's Hwa Yuan
Q.Y. Tang's Hwa Yuan, Inc. is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Q.Y. Tang's Hwa Yuan filed Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 23-11730) on Oct. 30, 2023, with $10 million to $50
million in both assets and liabilities. Chen Lieh Tang, president,
signed the petition.
Judge David S. Jones oversees the case.
Randolph E. White, Esq., at White & Wolnerman, PLLC is the Debtor's
counsel.
QST INGREDIENTS: Unsecureds to Get 0.62 Cents on Dollar in Plan
---------------------------------------------------------------
QST Ingredients and Packaging Inc. submitted an Amended Plan of
Reorganization for Small Business dated October 30, 2023.
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 Debtor sought approval of a settlement with unsecured creditor
Brian Hickman, with the Court entering an order approving this
settlement on February 27, 2023. Hickman had filed a proof of claim
asserting that the Debtor owed him $659,196.01, plus additional
monies he claimed to be owed on account of a future sale of the
Debtor. Through the settlement, Hickman agreed to an unsecured
claim of $475,000, with such claim to receive a dividend of not
less than eighty-five percent. As such, the Hickman claim will be
paid $403,750 through the Plan, which represents payments equaling
approximately sixty-one percent of his claim as originally filed
without taking into account the settlement of the due on sale
component of such claim.
The Debtor has sought approval of a settlement ("Topps Settlement")
with the Chris Topps and Lisa Topps Joint Living Trust, Chris
Topps, Lisa Topps, and Frances M. Thornton and Lisa M. Topps Trust
(together, the "Topps Parties"), and the Court will hold a hearing
to consider approval of this settlement on November 29, 2023. The
Topps Parties had filed a proof of claim asserting the Debtor owed
them $4,835,074, such amount including they claimed to be owed on
account of a future sale of the Debtor. Through the settlement, the
Topps Parties agreed to an unsecured claim in the amount of
$1,400,000, and an additional subordinated unsecured claim in the
amount of $1,250,000. As such, the Topps Parties will receive, in
total, payments equaling approximately fifty-five percent of their
claim as originally filed.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $2,997,960, over the next
five years.
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 0.618 cents on the dollar, with
interest to the Effective Date. This Plan also provides for the
payment of administrative and priority claims.
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.
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 Amended Plan dated October 30, 2023 is
available at https://urlcurt.com/u?l=YXI30n 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.
QURATE RETAIL: Maffei Reports 1.3% and 89.5% Equity Stake
---------------------------------------------------------
Gregory B. Maffei, c/o of Qurate Retail, Inc. filed Amendment No. 1
to its Schedule 13D with the United States Securities and Exchange
Commission to report updated information about its ownership of
common shares of Qurate Retail.
Maffei is reported to beneficially own:
(i) 4,834,623 shares of Series A Common Stock (including
4,834,623 shares that are issuable upon the exercise of options,
which are exercisable as of, or will be exercisable within 60 days
of, November 1, 2023), which shares represent 1.3% of the
outstanding shares of Series A Common Stock.
(ii) 8,434,184 shares of Series B Common Stock (including (A)
722,738 shares that are issuable upon the exercise of options,
which are exercisable as of, or will be exercisable within 60 days
of, November 1, 2023, and (B) 1,101,321 restricted shares), which
shares represent approximately 89.5% of the outstanding shares of
Series B Common Stock.
The foregoing percentages are based on the 384,922,634 shares of
Series A Common Stock and 9,423,118 shares of Series B Common Stock
deemed outstanding, based, in each case, on the number of shares
outstanding as of July 31, 2023, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
filed with the Securities and Exchange Commission on August 4, and
as calculated in accordance with Rule 13d-3 under the Exchange Act,
after adjustment for the assumed exercise of all options and other
rights to acquire shares of Series A Common Stock or Series B
Common Stock held by Maffei and exercisable as of, or within 60
days of, November 1. Because each share of Series A Common Stock is
entitled to cast 1 vote and each share of Series B Common Stock is
entitled to cast 10 votes on all matters upon which stockholders
are generally entitled to vote, Maffei may be deemed to
beneficially own voting equity securities of the Issuer
representing approximately 18.6% of the voting power with respect
to the general election of directors of the Issuer.
Maffei has the sole power to vote and to dispose of, or to direct
the voting or disposition of, his shares of Common Stock, subject
to the terms of the Maffei Stock Exchange Agreement.
Gregory B. Maffei may be reached at:
Gregory B. Maffei
12300 Liberty Boulevard
Englewood, CO 80112
Tel: (720) 875-5300
A full-text copy of the Report is available at
https://tinyurl.com/yh958eza
About Qurate Retail
Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns
controlling and non-controlling interests in a broad range of video
and online commerce companies. The Company's largest businesses
and reportable segments are QxH (QVC U.S. and HSN) and QVC
International. QVC, Inc., which includes QxH and QVC International,
markets and sells a wide variety of consumer products in the United
States and several foreign countries via highly engaging
video-rich, interactive shopping experiences. Cornerstone Brands,
Inc. consists of a portfolio of aspirational home and apparel
brands, and is a reportable segment. The Company's "Corporate and
other" category includes its consolidated subsidiary Zulily, LLC,
along with various cost and equity method investments.
Qurate reported a net loss of $2.53 billion for the year ended Dec.
31, 2022.
Qurate Retail received on Sept. 14, 2023, written notice from The
Nasdaq Stock Market notifying the Company that, because the closing
bid price for the Company's Series A common stock, par value $0.01
per share ("QRTEA"), has fallen below $1.00 per share for 30
consecutive business days, the Company no longer complies with the
minimum bid price requirement for continued listing of QRTEA on the
Nasdaq Global Select Market.
* * *
As reported by the TCR on March 21, 2023, S&P Global Ratings
lowered its issuer credit rating on U.S.-based video commerce and
online retailer Qurate Retail Inc. to 'CCC+' from 'B-'. S&P said,
"We view the company's capital structure as potentially
unsustainable in a rising interest rate environment. We expect
Qurate's adjusted leverage to remain high, above the 6x area in
2023."
RAPID METALS: Seeks Court Nod to Sell Vehicles for $80,000
----------------------------------------------------------
Rapid Metals, LLC asked the U.S. Bankruptcy Court for the Eastern
District of Michigan for approval to sell vehicles in a private
deal.
The company is selling three vehicles for $80,000 to Lisa Butler,
ex-wife of the company's former principal Dan Butler.
The buyer has already paid the amount, which is being held in
escrow by the company pending approval of the sale.
"The sale of the automobiles will eliminate all storage costs,
transportation expenses and auctioneer expenses that would result
in a lesser recovery," Elliot Crowder, Esq., the company's
attorney, said in a motion filed in court.
About Rapid Metals
Rapid Metals, LLC filed Chapter 11 petition (Bankr. E.D. Mich. Case
No. 23-46098) on July 12, 2023, with $10 million to $50 million in
both assets and liabilities. Judge Maria L. Oxholm oversees the
case.
Charles D. Bullock, Esq., at Stevenson & Bullock, PLC and Joselson
Rosenberg, PLC serve as the Debtor's bankruptcy counsel and special
counsel, respectively.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent the Debtor's unsecured creditors. The
committee tapped Bernstein-Burkley, PC as bankruptcy counsel and
Schafer and Weiner, PLLC as local counsel.
RED ROOF: Seeks Cash Collateral Access
--------------------------------------
Red Roof Inc. asks the U.S. Bankruptcy Court for the Central
District of California for authority to use cash collateral in
accordance with the budget, with a 10% variance and provide
adequate protection.
Velocity Commercial Capital, LLC asserts an interest in the
Debtor's cash collateral, with a total secured claim of $641,816.
Robert Lee, John Kim and Vickie Han are the second lien holder,
with a principal balance due in the amount of $168,628.
As adequate protection, the Debtor offers the equity in the
Collateral above each respective lien and the maintenance of the
property.
The Debtor also offers to pay the following amounts to these
creditors:
Velocity Commercial Capital, LLC: $3,925
Robert Lee, John Kim and Vickie Han: $675
A copy of the motion is available at https://urlcurt.com/u?l=rec8pA
from PacerMonitor.com.
About Red Roof Inc.
Red Roof Inc. sought protection under Chapter 11 of the U.S.
Bankrutpcy Code (Bankr. C.D. Cal. Case No. 2:23-bk-16844-NB) on
October 19, 2023. In the petition signed by Connie Kim, president,
the Debtor disclosed up to $1 million in both assets and
liabilities.
Kevin Tang, Esq., at Tang and Associates, represents the Debtor as
legal counsel.
REVITALID PHARMACEUTICAL: Hires Ernst & Young as Financial Advisor
------------------------------------------------------------------
RevitaLid Pharmaceutical Corp. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Ernst & Young LLP as their financial advisor.
The Debtors require a financial advisor to:
(a) advise the Debtors on strategic alternatives and potential
contingency planning scenarios;
(b) advise the Debtors on negotiation strategy with lenders
and other key stakeholders;
(c) advise the Debtors on form and content for diligence
requests by lenders and other stakeholders, as appropriate;
(d) conduct a detailed analysis of the Debtors' forecast and
comment upon the output, base input data and underlying
assumptions;
(e) understand current forecasting processes;
(f) assess and comment on the Debtors' short-term cash flow
forecasting tool that incorporates detailed sources and uses of
cash and related budget to actual variance analysis;
(g) analyze short term cash flow impacts;
(h) advise on the current liquidity situation and options that
may exist for improvement;
(i) advise the Debtors regarding potential cash flow impacts
of their business plan and financial forecast, and their amendments
to the business plan and financial forecast, as needed;
(j) illustrate effect of sensitivities, as confirmed by the
Debtors, on the cash flow forecast;
(k) summarize hypothetical alternative scenarios to assess
potential recovery outcome ranges;
(l) advise on restructuring tax matters, including net
operating losses and change of control issues, for the Debtors'
alternatives scenarios;
(m) report to the Debtors on the status of the engagement;
(n) provide the Debtors with general advice on the
restructuring process, as needed;
(o) advise the Debtors with respect to pre-bankruptcy
contingency planning;
(p) illustrate the effect of a Chapter 11 filing on the cash
flow forecast;
(q) advise the Debtors and facilitate the preparation of the
statement and schedules required for a Chapter 11 filing;
(r) advise the Debtors with respect to the form and content of
the reports developed by the Debtors for submission to the courts
on an ad hoc and monthly basis;
(s) advise the Debtors on risks associated with
option/strategies developed by the Debtors to deal with critical
vendors;
(t) advise the Debtors on the development and preparation of
its Plan of Reorganization and Disclosure Statement;
(u) prepare hypothetical liquidation scenarios to assess
recovery outcomes;
(v) advise the Debtors with respect to the form and content of
reports required by the any statutory committees, lenders and other
stakeholders;
(w) advise on the structure, organization, strategy of the
Debtors' electronic dataroom contents and advise on the posting of
information at their direction; and
(x) analyze executory contracts and leases.
The hourly rates of the firm's professionals are as follows:
Partner/Principal $990 - $1,200
Executive Director $975 - $1,075
Senior Manager $850 - $975
Manager $695 - $850
Senior $525 - $695
Staff $295 - $465
In addition, the firm will seek reimbursement for expenses
incurred.
Ben Pickering, principal of Ernst & Young US LLP, 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:
Ben Pickering
Ernst & Young LLP
One Manhattan West
New York, NY 10001
Telephone: (212) 773-3000
About RevitaLid Pharmaceutical
RevitaLid Pharmaceutical Corp. is a specialty pharmaceutical
company focused on developing and commercializing eyecare and
medical aesthetics products. The company is based in Bridgewater,
N.J.
RevitaLid Pharmaceutical Corp. and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 23-11704) on
Oct. 12, 2023, with $100 million to $500 million in both assets and
liabilities. Brian Markison, chief executive officer, signed the
petitions.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Ropes & Gray
LLP as legal counsel; Ernst & Young LLP as financial advisor; and
Ducera Partners LLC as their investment banker. Kroll Restructuring
Administration LLC is the Debtors' administrative advisor.
REVITALID PHARMACEUTICAL: Hires Kroll as Administrative Advisor
---------------------------------------------------------------
RevitaLid Pharmaceutical Corp. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kroll Restructuring Administration LLC as their
administrative advisor.
The Debtors require an administrative advisor to:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting,
and other administrative services.
During the 90 days prior to the petition date, the Debtors provided
Kroll an advance in the amount of $50,000.
The hourly rates of Polsinelli's counsel and staff are as follows:
Analyst $30 - $60
Technology Consultant $35 - $110
Consultant/Senior Consultant $65 - $195
Director $175 - $245
Solicitation Consultant $220
Director of Solicitation $245
In addition, the firm will seek reimbursement for expenses
incurred.
Stacey Corr-Irvine, a senior director at Kroll Restructuring
Administration, 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:
Stacey Corr-Irvine
Kroll Restructuring Administration LLC
55 East 52nd Street, 17th Floor
New York, NY 10055
Telephone: (212) 593-1000
About RevitaLid Pharmaceutical
RevitaLid Pharmaceutical Corp. is a specialty pharmaceutical
company focused on developing and commercializing eyecare and
medical aesthetics products. The company is based in Bridgewater,
N.J.
RevitaLid Pharmaceutical Corp. and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 23-11704) on
Oct. 12, 2023, with $100 million to $500 million in both assets and
liabilities. Brian Markison, chief executive officer, signed the
petitions.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Ropes & Gray
LLP as legal counsel; Ernst & Young LLP as financial advisor; and
Ducera Partners LLC as their investment banker. Kroll Restructuring
Administration LLC is the Debtors' administrative advisor.
REVITALID PHARMACEUTICAL: Seeks to Tap Ducera as Investment Banker
------------------------------------------------------------------
RevitaLid Pharmaceutical Corp. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Ducera Partners LLC as their investment banker.
The Debtors require an investment banker to:
I. General Financial Advisory and Investment Banking Services:
(a) familiarize itself with the business, operations,
financial condition, financial statements, business plans,
forecasts, and capital structure of the Debtors;
(b) assist with the evaluation of the Debtors' debt capacity
and alternative capital structures in light of its projected
financial performance; and
(c) provide such other advisory services.
II. Financing Services:
(a) provide financial advice to the Debtors in connection with
the structure and effectuation of a financing, identify potential
investors and, at the Debtors' request, contact and solicit such
investors; and
(b) assist with the arrangement of a financing.
III. Sale Services:
(a) if requested by the Debtors, provide financial advice to
the Debtors in structuring, evaluating, and effectuating a sale'
and
(b) assist with the arrangement and execution of a sale.
IV. Transaction Services:
(a) if requested by the Debtors, analyze various transaction
scenarios and the potential impact of these scenarios on the value
of the Debtors and the recoveries of those stakeholders impacted by
the transaction;
(b) provide strategic advice with regard to restructuring or
refinancing the Debtors' existing obligations;
(c) provide financial advice and assistance to the Debtors in
developing a transaction;
(d) in connection therewith, provide financial advice and
assistance to the Debtors in structuring any new securities to be
issued under a transaction; and
(e) assist the Debtors and/or participate in negotiations with
entities or groups affected by the transaction.
VI. Opinion Services:
(a) if requested by the Debtors or the Board, provide an
opinion regarding the fairness to the Debtors from a financial
point of the consideration to be paid by or to the Debtors in
connection with a sale or, in the case of a sale structured as a
stock-for-stock merger.
Ducera will be compensated as follows:
(a) Monthly Advisory Fee: a nonrefundable monthly cash fee of
$150,000, due and payable by the Debtors on the first day of each
month.
(b) Financing Fee.
(c) Sale Fee: a sale fee of $2,075,000 Sale, which shall be
earned and payable upon consummation of a sale to a party other
than AIGH Partners or Armistice Capital, or their respective
affiliates.
(d) Transaction Fee: a transaction fee of $2,075,000, which
shall be earned and payable upon consummation of a transaction.
(e) Opinion Fee: in the event the Debtors request Ducera to
provide an opinion concerning a transaction, a nonrefundable
opinion fee equal to $1,000,000. The Opinion Fee shall be payable
in cash, with 50 percent payable upon request from the Debtors to
perform the services and 50 percent payable upon delivery of the
opinion.
(f) Discount: the Debtors shall receive a discount against the
transaction fee or the sale fee.
(g) Expenses and Payments: in addition, the Debtors agree upon
request to promptly reimburse Ducera at cost for its reasonable and
documented out-of-pocket expenses.
Eli Silverman, a managing director at Ducera Partners, 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:
Eli G. Silverman
Ducera Partners LLC
11 Times Square, Floor 36
New York, NY 10036
Telephone: (212) 671-9700
About RevitaLid Pharmaceutical
RevitaLid Pharmaceutical Corp. is a specialty pharmaceutical
company focused on developing and commercializing eyecare and
medical aesthetics products. The company is based in Bridgewater,
N.J.
RevitaLid Pharmaceutical Corp. and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 23-11704) on
Oct. 12, 2023, with $100 million to $500 million in both assets and
liabilities. Brian Markison, chief executive officer, signed the
petitions.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Ropes & Gray
LLP as legal counsel; Ernst & Young LLP as financial advisor; and
Ducera Partners LLC as their investment banker. Kroll Restructuring
Administration LLC is the Debtors' administrative advisor.
REVITALID PHARMACEUTICAL: Seeks to Tap Ropes & Gray LLP as Counsel
------------------------------------------------------------------
RevitaLid Pharmaceutical Corp. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Ropes & Gray, LLP as bankruptcy counsel.
The Debtors require legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtors in the continued management and operation of their
businesses and properties;
(b) advise and consult on the conduct of these Chapter 11
cases;
(c) advise the Debtors regarding related tax matters;
(d) take any necessary action on behalf of the Debtors to
negotiate, draft, and obtain approval of a Chapter 11 plan and all
documents related thereto;
(e) represent the Debtors in connection with obtaining
authority to use cash collateral and post-petition financing;
(f) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(g) take all necessary actions to protect and preserve the
Debtors' estates;
(h) prepare pleadings in connection with these Chapter 11
cases;
(i) appear before the court and any appellate courts to
represent the interests of the Debtors' estates; and
(j) perform all other necessary legal services for the Debtors
in connection with the prosecution of these Chapter 11 cases.
During the 90 days prior to the petition date, Ropes & Gray
received total payments in the aggregate amount of $855,450.90 as
payments for professional services.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,520 - $2,350
Counsel $830 - $2,330
Associates $770 - $1,390
Paraprofessionals $285 - $650
In addition, the firm will seek reimbursement for expenses
incurred.
Gregg Galardi, Esq., a partner at Ropes & Gray, also provided the
following information in response to the request for additional
information set forth in Paragraph D.1 of the Fee Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: As set forth above, Ropes & Gray was the company's
counsel on a wide variety of matters prior to being engaged as the
Debtors' restructuring counsel on September 7, 2023. For the 12
months prepetition, Ropes & Gray's billing rates were adjusted in
January 2023. Historically, Ropes & Gray billed the company for
services on separate matters at standard billing rates and the
company would pay fees within 20 to 90 days after receiving
invoices. Ropes & Gray also provided services on a fixed fee of
$30,000 per month for one matter. As also set forth above, when it
was anticipated that significant additional work would need to be
done for a potential transaction, the company agreed that it would
advance estimated fees on these matters and upon reconciliation,
the company would either make a payment or receive credit. After
entry into the Engagement Agreement, all matters were billed under
a single matter, all at standard billing rates: $1,520 to $2,350
for partners; $830 to $2,330 for counsel; $770 to $1,390 for
associates; and $285 to $650 for paraprofessionals.
Question: Have the Debtors approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: The Debtors' approved a budget and staffing plan for
Ropes & Gray covering the period from the Petition Date through
November 30, 2023.
Mr. Galardi 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:
Gregg M. Galardi, Esq.
Cristine Pirro Schwarzman, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
Telephone: (212) 596-9000
Facsimile: (212) 596-9090
Email: gregg.galardi@ropesgray.com
cristine.schwarzman@ropesgray.com
About RevitaLid Pharmaceutical
RevitaLid Pharmaceutical Corp. is a specialty pharmaceutical
company focused on developing and commercializing eyecare and
medical aesthetics products.
RevitaLid Pharmaceutical Corp. and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 23-11704) on
Oct. 12, 2023, with $100 million to $500 million in both assets and
liabilities. Brian Markison, chief executive officer, signed the
petitions.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Ropes & Gray
LLP as legal counsel; Ernst & Young LLP as financial advisor; and
Ducera Partners LLC as their investment banker. Kroll Restructuring
Administration LLC is the Debtors' administrative advisor.
REVITALID PHARMACEUTICAL: Taps Richards Layton & Finger as Counsel
------------------------------------------------------------------
RevitaLid Pharmaceutical Corp. and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Richards, Layton & Finger, PA as bankruptcy counsel.
The Debtors require legal counsel to:
(a) assist in preparing necessary legal papers necessary to
commence these Chapter 11 cases;
(b) advise the Debtors of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
(c) take all necessary actions to protect and preserve the
Debtors' estates;
(d) assist in preparing the Debtors' Chapter 11 plan;
(e) assist in preparing the Debtors' disclosure statement and
any related documents and pleadings necessary to solicit votes on
the plan of reorganization;
(f) prosecute, on behalf of the Debtors, the plan and seek
approval of all transactions contemplated therein and in any
amendments thereto; and
(g) perform all other necessary legal services in connection
with the prosecution of these Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Directors $895 - $1,325
Counsel $850 - $875
Associates $495 - $750
Paraprofessionals $375
In addition, the firm will seek reimbursement for expenses
incurred.
Mark Collins, Esq., a director at Richards, Layton & Finger, also
provided the following in response to the request for additional
information set forth in Paragraph D.1 of the U.S. Trustee
Guidelines:
Question: Did you agree to any variations from, or alternatives
to, its standard billing arrangements for this engagement?
Answer: The firm did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
Question: Do any of the professionals in this engagement vary
their rate based on the geographic location of the bankruptcy
case?
Answer: None of the firm's professionals included in this
engagement have varied their rate based on the geographic location
for the Chapter 11 cases.
Question: If you represented the Debtors in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If its billing rates and material
financial terms have changed post-petition, explain the difference
and the reasons for the difference.
Answer: The firm has represented the Debtors since approximately
September 2023. Other than the periodic adjustments described
above, the billing rates and material financial terms of the firm's
engagement have not changed post-petition from the prepetition
arrangement.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Answer: The firm, in conjunction with the Debtors and Ropes &
Gray LLP, is developing a prospective budget and staffing plan for
the Chapter 11 cases.
Mr. Collins 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:
Mark D. Collins, Esq.
Brendan J. Schlauch, Esq.
Sarah E. Silveira, Esq.
Huiqi Liu, Esq.
Alexander R. Steiger, Esq.
Richards, Layton & Finger, PA
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: collins@rlf.com
schlauch@rlf.com
silveira@rlf.com
liu@rlf.com
steiger@rlf.com
About RevitaLid Pharmaceutical
RevitaLid Pharmaceutical Corp. is a specialty pharmaceutical
company focused on developing and commercializing eyecare and
medical aesthetics products. The company is based in Bridgewater,
N.J.
RevitaLid Pharmaceutical Corp. and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 23-11704) on
Oct. 12, 2023, with $100 million to $500 million in both assets and
liabilities. Brian Markison, chief executive officer, signed the
petitions.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Ropes & Gray
LLP as legal counsel; Ernst & Young LLP as financial advisor; and
Ducera Partners LLC as their investment banker. Kroll Restructuring
Administration LLC is the Debtors' administrative advisor.
RICHMOND HOSPITALITY: Hires PKF O'Connor Davies as Accountant
-------------------------------------------------------------
Richmond Hospitality LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ PKF O'Connor
Davies, LLP as accountant.
The firm will provide assistance in preparing tax returns,
consulting with the Debtor regarding tax and accounting issues, and
other accounting advice and services as needed related to this
Chapter 11 case.
The firm will be paid at these rates:
Partner $500 per hour
Tax Manager $350 per hour
Accounting Manager $250 per hour
IT Technical Manager $300 per hour
Senior Accountant $220 per hour
Accountant $200 per hour
Staff Accountant $175 per hour
Support Staff $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Vincent Cartelli, a partner at PKF O'Connor Davies, LLP, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Vincent Cartelli
PKF O'Connor Davies, LLP
245 Park Avenue, 12th Floor
New York, NY 10167
Tel: (212) 286-2600
About Richmond Hospitality LLC
Richmond Hospitality, LLC is a real estate hotel development owner
and operator that was poised to develop an 80-room Best Western
Vibe hotel in Staten Island.
Richmond Hospitality filed its voluntary petition under Chapter 7
of the Bankruptcy Code on March 16, 2022. On May 18, 2022, the
court ordered the conversion of the case to one under Chapter 11
(Bankr. E.D.N.Y. Case No. 22-40507). At the time of the filing, the
Debtor listed $1 million to $10 million in both assets and
liabilities.
Judge Jil Mazer-Marino presides over the case.
Joseph S. Maniscalco, Esq., at LaMonica Herbst & Maniscalco, LLP
and Stuart R. Berg, P.C. serve as the Debtor's bankruptcy counsel
and special litigation counsel, respectively.
RISING STAR: Joli Lofstedt Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as
Subchapter V trustee for Rising Star Missionary Baptist Church.
Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be
paid an hourly fee of $350 for her services as Subchapter V trustee
and will be reimbursed for work-related expenses incurred.
Ms. Lofstedt declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joli A. Lofstedt, Esq.
P.O. Box 270561
Louisville, CO 80027
Phone: (303) 476-6915
Fax: (303) 604-2964
Email: joli@jaltrustee.com
About Rising Star Missionary Baptist Church
Rising Star Missionary Baptist Church filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo.
Case No. 23-14820) on Oct. 20, 2023, with $10 million to $50
million in assets and $1 million to $10 million in liabilities.
David M. Miller, Esq., at Spencer Fane, LLP serves as the Debtor's
legal counsel.
ROCKHOUSE LIVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rockhouse Live Key West LLC
135 Duval St.
Key West, FL 33040
Business Description: Rockhouse owns and operates a bar and live
music venue.
Chapter 11 Petition Date: November 7, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 23-19183
Debtor's Counsel: Nathan G. Mancuso, Esq.
MANCUSO LAW, P.A.
7777 Glades Rd., Suite 100
Boca Raton, FL 33434
Tel: 561-245-4705
Email: ngm@mancuso-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zach Bair as authorized representative.
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/CYRCNWY/Rockhouse_Live_Key_West_LLC__flsbke-23-19183__0001.0.pdf?mcid=tGE4TAMA
S VALLEY: Seeks Cash Collateral Access
--------------------------------------
S Valley View Twain, LLC asks the U.S. Bankruptcy Court for the
District of Nevada for authority to use cash collateral and provide
adequate protection.
Specifically, the Debtor seeks to use cash collateral in accordance
with the budgets, with a 15% variance.
On February 28, 2022, the Debtor acquired the real property
commonly known as 3675 Procyon Street, Las Vegas, Nevada 89103,
being APN 162-17-201-015. The Procyon Center is located on the
Southeast corner of Procyon Street and West Twain Avenue between
West Twain Avenue and West Spring Mountain Road. The Procyon Center
has a long-time tenant being United Rentals Realty, LLC, successor
by merger to Neff Rental, LLC.
The Property is presently encumbered by TerraCotta Credit REIT,
LLC, loan in first position, which is a lender based in El Segundo,
California. On February 28, 2022, the Debtor entered into a Secured
Promissory Note in favor of TCCR. The Note was in the original
principal amount of $14.670 million, together with interest and
other amounts as set forth therein. The Note had an interest rate
of 8.23% per annum. The Note was for 15 month term and required
principal and interest payments in equal monthly installments of
$73,183 beginning on April 1, 2022 and continuing on each month
until May 31, 2023.
On February 28, 2022, the Debtor entered into a Business Loan
Agreement. Pursuant to the Loan Agreement, TCCR held back $3.8
million in cash reserves which were supposed to be distributed to
the Debtor upon request to fund construction, building repairs,
tenant improvements and the Pylon Sign.
On February 23, 2022, Borrowers executed a Deed of Trust, Security
Agreement and Fixture Filing in favor of the Original Lender to
secure, among other things, payment and performance of all the
indebtedness and obligations under the Note, Deed of Trust and
other loan documents.
The Original Lender, and its various purported assignees and/or
successors in interest, caused to be filed various UCC-1 Financing
Statement purporting to perfect its security interests in and to
substantially all of Borrowers' personal property. The Financing
Statement was recorded as against Debtor in the Official Records of
the Clark County Recorder on February 28, 2022 as Instrument No.
20220228-0001930.
Originally the agreed loan was only for the SMH Center; however,
after the Debtor committed to the $14.070 million loan and days
before closing and funding a required payoff to the previous
lender, TCCR insisted on additional collateral and forced Debtor to
provide the Release Parcel of 3675 Procyon Avenue, Las Vegas, NV
89103, APN 162-17-201-015, with the promise that the Release Parcel
would be released contingent only on the payment of $600,000. The
Release Parcel was added to the loan as additional collateral.
Pursuant to the Loan Agreement, TCCR further held back an
additional $1.151 million as an interest reserve to pay itself
accrued interest on the Loan pursuant to the terms of the Loan
Agreement, $600,000 as the Liquidity Reserve Holdback. TCCR charged
Debtor $140,700 as an origination fee and is demanding a $140,700
Exit Fee on the Payoff Demand. TCCR are also demanding $138,041 and
charging interest on the Protective Advances in the amount of
$10,944; however, the Loan Agreement does not have any provision
allowing TCCR to make Protective Advances and charge interest
thereon. The Debtor never agreed to allow TCCR to make Protective
Advances and charge interest thereon.
Ultimately, TCCR only distributed $9.230 million in net Proceeds to
the Debtor, they still recorded a Deed of Trust in the amount of
$14.670 million and charged the Debtor an origination fee based off
of the gross amount. After closing costs, the net proceeds of
$9.230 million went to pay off the Wells Fargo loan and cover
closing costs to close the transaction.
The Loan proceeds were intended to pay off a preexisting loan with
Wells Fargo and to repair and make tenant improvements to the SMH
Center. At the time that Debtor and TCCR negotiated the Loan
Agreement, Defendants were fully aware that the Highland Properties
required repairs and improvements in order to make it fully
leasable, including the building and erecting of a digital pylon
advertisement sign that would generate interest from prospective
tenants in leasing the SMH Center and also add very significant
sign advertising revenue.
Days before closing, TCCR arbitrarily decided that a liquidity
requirement was not being met and demanded additional collateral.
The Parties agreed that the loan amount needed to be increased by
$600,000 in order to fund a Liquidity Reserve Holdback as an
additional layer of protection for TCCR. TCCR represented to Debtor
that it would release the Release Parcel in exchange for $600,000
under the condition that the Debtor's principal could demonstrate
that his liquidity is greater than $1.088 million.
The Release Parcel was provided only under the provision that the
lien would be released for the payment of $600,000 towards the
paydown of the $14.070 million. The Debtor's liquidity has met and
meets the requirements under the loan documents in order for TCCRs'
lien on the Released Parcel to be released.
Yet, TCCR refused to deliver a release of the Release Parcel in
exchange for $600,000 per the agreement. Instead TCCR demanded
nearly $10.5 Million to release any of the parcels. Had TCCR not
represented to Debtor that it would perform the Partial Release,
Debtor would not have agreed to allow Defendants to record a deed
of trust against the Release Parcel.
Shortly thereafter, vagrants set fire to a portion of one of the
eight buildings, causing damage to approximately 2,800 square feet,
representing approximately only 4% of the total 67,523 square feet
of buildings at the SMH Center. Debtor made an insurance claim and,
todate has received insurance proceeds in the amount of $348,166
and the insurance company approved the claim in full. That claim
remains open such that additional insurance proceeds may be paid
out in the future. The Insurance Proceeds were immediately
delivered to TCCR. TCCR has not released the Insurance Proceeds to
Debtor to repair the fire damage and wrongfully converted the
Insurance Proceeds to pay down their loan balance rather than place
the funds into a trust account.
Rather than distributing additional funds, TCCR manufactured a list
of false reasons to assert that Debtor was in default under the
Loan Agreement and unfairly demanded a full release of any claims
Debtor had against TCCR for TCCR’s refusal to fund $3.7 million
and improperly confiscated fire insurance proceeds, presumably to
meet their own liquidity needs, which are understood to be under
severe pressure in this environment of increased interest rates
that the commercial loan industry has been suffering.
As adequate protection, the Debtor proposes to grant TCCR the
following:
(a) pursuant to 11 U.S.C. section 364(c)(1), a superpriority claim
under 11 U.S.C. section 507(b) against the Debtor and its estate;
and
(b) pursuant to 11 U.S.C. section 361(2), valid and perfected
replacement security interests in and liens upon the Debtor's
assets and property, and proceeds thereof, but in all events, only
to the extent of any decrease in value of its properly perfected
security interests resulting from the use of cash collateral. The
Debtor does not propose to provide any payment to TCCR, because
TCCR is substantially oversecured and thus the existing equity
cushion provides it with significant enough protection during the
pendency of these Chapter 11 Case.
A copy of the motion is available at https://urlcurt.com/u?l=r64tMY
from PacerMonitor.com.
About S Valley View Twain, LLC
S Valley View Twain, LLC owns an investment property located at
3610-3686 Highland Drive and 3675 Procyon Street, Las Vegas, NV
89103 valued at $21.7 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-14672) on October 23,
2023. In the petition signed by Jason Choo, manager, the Debtor
disclosed $21,716,815 in total assets and $11,388,733 in total
liabilities.
Judge Natalie M. Cox oversees the case.
Zachariah Larson, Esq., at Larson & Zirzow, LLC, represents the
Debtor as legal counsel.
SALEM MEDIA: Extends Forbearance Pact With Lenders Until Nov. 27
----------------------------------------------------------------
Salem Media Group, Inc. disclosed in a Current Report on Form 8-K
filed with the Securities and Exchange Commission that the Company
and certain of its subsidiaries party to the Credit Agreement and
the Forbearance Agreement entered into an Amendment Number Ten to
Credit Agreement and Amendment to Forbearance Agreement and
Amendment Number Seven to Credit Agreement and Amendment Number One
to Guaranty and Security Agreement, dated as of Nov. 2, 2023, with
the lenders party thereto, and Wells Fargo Bank, National
Association, as administrative agent.
The Amendment amends the Credit Agreement, dated as of May 19, 2017
(as amended), by and among the Company and the other Loan Parties
that are borrowers thereunder, the Lenders and the Agent, and the
Forbearance Agreement and Amendment Number Seven to Credit
Agreement and Amendment Number One to Guaranty and Security
Agreement, dated as of Aug. 7, 2023, by and among the Loan Parties,
the Lenders and the Agent.
The Amendment extends the current Forbearance Period under the
Forbearance Agreement through and including Nov. 27, 2023.
In addition, among other things, the Amendment shortens the
maturity date under the Credit Agreement to Feb. 1, 2024, increases
the minimum availability requirement from $1,000,000 to $2,000,000
from and after Nov. 7, 2023, and imposes certain restrictions on
cash balances and use of proceeds.
A full-text copy of the 10th Amendment is available for free at:
https://www.sec.gov/Archives/edgar/data/1050606/000119312523270512/d580146dex101.htm
About Salem Media
Headquartered in Texas, Salem -- www.salemmedia.com -- is a
domestic multimedia company specializing in Christian and
conservative content, with media properties comprising radio
broadcasting, digital media, and publishing. Its content is
intended for audiences interested in Christian and family-themed
programming and conservative news talk.
* * *
As reported by the TCR on Sept. 25, 2023, Moody's Investors Service
downgraded Salem Media Group, Inc.'s Corporate Family Rating to
Caa3 from Caa1. Moody's said the downgrade of the CFR to Caa3
reflects Salem's weak operating performance pressured by subdued
radio advertising demand, high financial leverage, a deteriorating
liquidity profile and the uncertainty around the company's ability
to refinance its $25 million ABL revolving facility before its
expiration in March 2024.
Also in September 2023, S&P Global Ratings lowered its issuer
credit rating on Salem Media Group Inc.to 'CCC-' from 'CCC'. The
negative outlook reflects the potential for a default or debt
restructuring over the next six months.
SECURED COMMUNICATIONS: Unsecureds to Recover 5% to 6% in Plan
--------------------------------------------------------------
Secured Communications, Inc., filed with the U.S. Bankruptcy Court
for the District of Delaware a Small Business Plan of
Reorganization dated October 30, 2023.
The Debtor is a start-up cybersecurity and technology company that
develops software to facilitate or enable the next generation of
encrypted communications between users.
The Debtor's primary assets are patents and other intellectual
property, trade secrets, confidential information and licensing
agreements related to the Debtor's intellectual property and
software products. The Debtor also owns accounts receivable and
other assets with some value.
The Debtor estimates its Secured Claims total approximately
$352,542.23. These are claims for amounts owed under prepetition
secured bridge loan financing. The Debtor estimates its Priority
Tax Claims total approximately $10,000. The Debtor estimates its
Series 2022-A/B Convertible Note Claims total approximately
$2,345,359.99. The Debtor estimates its General Unsecured Claims
total approximately $3,850,931.77.
The Debtor filed this Chapter 11 Case to stabilize its finances,
resolve certain legacy issues arising under prior management,
provide certainty surrounding the Debtor's equity ownership, and
secure sufficient exit financing to fund operations so the Debtor
can emerge from bankruptcy ready to launch new products and seek
institutional financing. It is critical that the Debtor get clarity
and finality around its legacy obligations and ownership structure
so the Debtor can pursue the institutional financing it needs to
expand its operations and fund and launch new products.
Class 3 consists of General Unsecured Claims. Except to the extent
that a Holder of an Allowed General Unsecured Claim agrees to less
favorable treatment, each Holder of an Allowed General Unsecured
Claim shall receive a Pro Rata Share of each Distributed Cash
Payment on each Distributed Cash Payment Date, in full satisfaction
of such Claims. The allowed unsecured claims total $3,850,931.77.
This Class will receive a distribution of 5-6% of their allowed
claims. This Class is impaired.
On the Effective Date, all Equity Interests in the Debtor shall be
cancelled.
The Debtor intends to finance the Plan and the Debtor's future
operations through two tranches of Exit Financing supplied by
equity fundraising, together with a backstop commitment from the
DIP Lenders that will provide the Debtor with a guaranteed minimum
level of financing regardless of the success of the Debtor's equity
fundraising efforts. The Exit Financing is structured as follows:
* Tranche One (the "Buoy Tranche Exit Financing") – Up to
$1.25 Million: All Holders of DIP Loans, all Holders of Allowed
Secured Claims, and all Holders of Allowed Series 2022-A/B
Convertible Note Claims who elect to receive Series Seed Preferred
Stock or Class A Common Stock, as applicable, in the Reorganized
Debtor pursuant to the terms of the Plan, and all officers,
directors, and employees of the Debtor as of the Effective Date,
shall have the option, but shall not be required, to purchase up to
$25,000 in additional Class A Common Stock in the Reorganized
Debtor at the conversion rate set forth in the Reorganized Debtor
Capitalization Table. The option to participate in the Buoy Tranche
Exit Financing will not be open to other investors and will be
limited to Holders of DIP Loans, Holders of Allowed Secured Claims,
and Holders of Allowed Series 2022-A/B Convertible Note Claims who
elect to receive Series Seed Preferred Stock or Class A Common
Stock, as applicable, in the Reorganized Debtor pursuant to the
terms of the Plan.
* Tranche Two (the "Spillover Tranche Exit Financing") – Up
to $750,000: All Holders of DIP Loans, Holders of Allowed Secured
Claims, and Holders of Allowed Series 2022-A/B Convertible Note
Claims who elect to receive Series Seed Preferred Stock or Class A
Common Stock, as applicable, in the Reorganized Debtor pursuant to
the terms of the Plan shall have the option, but shall not be
required, to purchase Class A Common Stock in the Reorganized
Debtor at the conversion rate set forth in the Reorganized Debtor
Capitalization Table. The option to participate in the Spillover
Tranche Exit Financing will be open to outside investors and will
not be limited to Holders of DIP Loans, Holders of Allowed Secured
Claims, and Holders of Allowed Series 2022-A/B Convertible Note
Claims who elect to receive Series Seed Preferred Stock or Class A
Common Stock, as applicable, in the Reorganized Debtor pursuant to
the terms of the Plan.
* Backstop Commitment from DIP Lenders (the "Backstop Exit
Financing") – Up to $1,484,225: In the event that the Exit
Financing provided for by the Buoy Tranche Exit Financing and the
Spillover Tranche Exit Financing is insufficient to finance both
the Debtor's obligations under the Plan and the Debtor's post
petition operations during the Post-Confirmation Period, the DIP
Lenders will provide the Backstop Exit Financing on the terms set
forth in the Backstop Commitment, pursuant to which the DIP Lenders
have committed to backstop the Debtor's Plan obligations and actual
and necessary operating expenses during the Post-Confirmation
Period.
The Debtor believes the Exit Financing is sufficient to (i) satisfy
all amounts required for this Plan to be confirmed and for the
Effective Date to occur and (ii) pay the Debtor's Plan expenses and
actual and necessary operating expenses during the
Post-Confirmation Period.
A full-text copy of the Plan of Reorganization dated October 30,
2023 is available at https://urlcurt.com/u?l=EccDw6 from
PacerMonitor.com at no charge.
Debtor's Counsel:
Alexis C. Beachdell , Esq.
Baker & Hostetler LLP
Key Tower, 127 Public Square, Suite 2000
Cleveland, OH 44114
Tel: +1 216-621-0200
Email: abeachdell@bakerlaw.com
William E. Chipman, Jr., Esq.
Chipman Brown Cicero & Cole, LLP
1313 N. Market Street, Suite 5400
Wilmington, DE 19801
Tel: 302-414-8906
Email: Chipman@ChipmanBrown.com
About Secured Communications
Secured Communications, Inc. is a global technology company
specializing in safeguarding communications. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 23-11043) on August 1, 2023. In the petition signed
by Damien Fortune, chief financial officer and chief operating
officer, the Debtor disclosed $819,354 in assets and $2,794,128 in
liabilities.
Judge Thomas M. Horan oversees the case.
William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP,
represents the Debtor as legal counsel.
SHIFT TECHNOLOGIES: Seeks to Tap AlixPartners as Financial Advisor
------------------------------------------------------------------
Shift Technologies, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of California to
employ AlixPartners, LLC as their financial advisor.
The firm will render these services:
(a) assist the Debtors in the design and implementation of a
restructuring strategy designed to maximize enterprise value,
taking into account the unique interests of all constituencies;
(b) assist the Debtors with development of their rolling
13-week cash receipts and disbursements forecasting, including
through the use of a tool designed to provide on-time information
related to the Debtors' liquidity;
(c) provide assistance to management and its other advisors in
connection with the Debtors' development of their revised business
plan, and such other related forecasts as may be required by
lenders in connection with negotiations or by the Debtors for other
corporate purposes;
(d) help the Debtors develop contingency plans and financial
alternatives in the event an out-of-court restructuring cannot be
achieved;
(e) assist the Debtors with their communications and/or
negotiations with outside parties including the Debtors'
stakeholders, banks and potential acquirers of the Debtors' assets
and advisors to the foregoing;
(f) assist Debtors' management and its professionals
specifically assigned to sourcing, developing, negotiating and
implementing any financing, including DIP and exit financing
facilities, in conjunction with a plan of reorganization and the
overall restructuring;
(g) assist in preparing for and filing a bankruptcy petition,
coordinating and providing administrative support for the
proceeding and developing the Debtors' disclosure statement and
plan;
(h) potentially provide testimony and litigation support
services regarding any of the matters to which AlixPartners is
providing services;
(i) meet with lenders, unsecured creditors' committee and
other statutory or unofficial committees, if any, in connection
with any bankruptcy filing, as necessary, to provide general
process updates and other information as may be requested by the
Debtors;
(j) assist the Debtors with such other matters as may be
requested that fall within AlixPartners' expertise and that are
mutually agreeable; and
(k) such financial advisory services are necessary to the
Debtors' while subject to chapter 11 of the Bankruptcy Code.
The firm will be paid at these rates:
Partner & Managing Director $1,140 to $1,400 per hour
Partner $1,115 per hour
Director $880 to $1,070 per hour
Senior Vice President $735 to $860 per hour
Vice President $585 to $725 per hour
Consultant $215 to $565 per hour
Paraprofessional $360 to $380 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received from the Debtors a retainer of $100,000.
Peter Fitzsimmons, a managing director at AlixPartners, disclosed
in court filings that his firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Peter Fitzsimmons
ALIXPARTNERS, LLP
909 Third Avenue
New York, NY 10022
Telephone: (212) 490-2500
Facsimile: (212) 490-1344
Email: pfitzsimmons@alixpartners.com
About Shift Technologies
Shift Technologies, Inc. is a consumer-centric omnichannel used car
retailer. The Company operates the website www.shift.com and two
locations in Oakland and Pomona, California.
Shift Technologies and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Lead Case
No. 23-30687) on October 9, 2023. In the petitions signed by Jason
Curtis, chief financial officer, Shift Technologies disclosed up to
$50,000 in assets and up to $500,000 in liabilities.
Judge Hannah L. Blumenstiel oversees the cases.
The Debtor tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim
LLP as counsel and Omni Agent Solutions, Inc. as claims and
noticing agent.
SHREE RADHA: Hires Law Offices of Allen A. Kolber as Counsel
------------------------------------------------------------
Shree Radha Krishna, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Law Offices of
Allen A. Kolber, P.C. as counsel.
The firm will provide these services:
a. protecting and preserving the Debtor's estate, including
the prosecution of actions on the Debtor's behalf, and the
preparation of objections to claims filed against the estate;
b. preparing on behalf of the Debtor, as Debtor-in-Possession,
all necessary Motions, Applications, Answers, Orders, reports and
papers in connection with the administration of the estate herein;
c. negotiating and preparing on behalf of the Debtor of its
Chapter 11 Plan, Disclosure Statement, and all related documents;
d. representing the Debtor in connection with any sales,
leases, or other uses of property of the estate and all other legal
issues in connection therewith; and
e. performing of all other necessary legal services in
connection with this Chapter 11 case.
The firm will be paid at these rates:
Counsel $550 per hour
Paralegal $195 per hour
The firm will be paid a retainer in the amount of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Allen Kolber, a partner at Law Offices of Allen A. Kolber, P.C.,
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:
Allen A. Kolber, Esq.
Law Offices of Allen A. Kolber, P.C.
134 Route 59, Suite A
Suffern, NY 10901
Tel: (845) 918-1277
Fax: (845) 369-1618
Email: aKolber@Kolberlegal.com
About Shree Radha Krishna, LLC
Shree Radha Krishna, LLC in South Richmond Hill, NY, filed its
voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 23-42976) on August 22, 2023, listing $900,000 in assets and
$1,591,273 in liabilities. Nadira Sharma as sole member, signed the
petition.
Judge Nancy Hershey Lord oversees the case.
Law Offices of Allen A. Kolber, P.C. serve as the Debtor's legal
counsel.
SMILEDIRECTCLUB INC: First $20 Million of DIP Loan Gets Final Nod
-----------------------------------------------------------------
Rick Archer of Law360 reports that SmileDirectClub got final
approval from a Texas bankruptcy judge Tuesday, November 7, 2023,
to tap into $20 million in debtor-in-possession financing, but said
it would wait a month to see if it needs to resolve objections to
the collateral on its remaining $30 million in financing.
About SmileDirectClub Inc.
SmileDirectClub Inc. (Nasdaq: SDC) --
http://www.SmileDirectClub.com/-- is an oral care company and
creator of the first medtech platform for teeth straightening.
Through its cutting-edge telehealth technology and vertically
integrated model, SmileDirectClub is revolutionizing the oral care
industry. Its mission is to democratize access to a smile each and
every person loves by making it affordable and convenient for
everyone. SmileDirectClub is headquartered in Nashville,
Tennessee.
SmileDirectClub and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90786) on Sept. 29, 2023. In the petition signed by its chief
financial officer, Troy Crawford, SmileDirectClub disclosed
$498,712,000 in assets and $1,051,823,000 in liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International, LLP as general bankruptcy counsel; Jackson Walker,
LLP as local bankruptcy counsel; Centerview Partners, LLC as
financial advisor and investment banker; FTI Consulting, Inc. as
restructuring advisor; and Kroll Restructuring Administration, LLC
as notice and claims agent.
SOLOMON ENTERPRISES: Hires Michael L. Previto as Legal Counsel
--------------------------------------------------------------
Solomon Enterprises LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Michael
Previto, Esq., a practicing attorney in Hauppauge, N.Y., to handle
its Chapter 11 case.
The firm will provide these services:
a. advise the Debtor with respect to his power and duties as a
Debtor in Possession in the operation and management of the
financial reorganization of the estate;
b. attend meetings and negotiate with creditors and their
representatives, the Trustee and others;
c. take all actions to protect the Debtor's estate, including
litigating on the Debtor's behalf and negotiating where
applicable;
d. prepare all motions, applications, answers, orders,
reports, and papers necessary for the administration of the
estate;
e. assist and represent the Debtor in obtaining Debtor's
financing, if applicable;
f. prepare a Chapter 11 plan or plans and disclosure statement
and take any action to obtain confirmation of that plan;
g. represent the Debtor's interest in any sale of property or
assets;
h. appear in Court to protect his interest; and
i. perform all other legal services and provide such advise as
is necessary to assist the Debtor in this endeavor.
The firm will be paid at the rate of $250 per hour. The firm
received an advanced retainer in the amount of $5,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael L. Previto, 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:
Michael L. Previto
150 Motor Parkway, Suite 401
Hauppauge, NY 11788
Tel: (631) 379-0837
About Solomon Enterprises LLC
Solomon Enterprises LLC in Brooklyn, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
23-43726) on October 15, 2023, listing $1,100,000 in assets and
$1,409,000 in liabilities. David Borykhov as president/owner,
signed the petition.
Michael L. Previto, Esq. serve as the Debtor's legal counsel.
SONIDA SENIOR: Receives $4 Million from Sale of Common Stock
------------------------------------------------------------
Sonida Senior Living, Inc. disclosed in a Current Report on Form
8-K filed with the Securities and Exchange Commission that pursuant
to an Equity Commitment Agreement, the Company sold 400,000 shares
of Common Stock to Conversant Capital, LLC at a price of $10.00 per
share, representing an aggregate offering price of $4,000,000. The
issuance of such shares of Common Stock to Conversant was not
registered under the Securities Act of 1933, as amended in reliance
upon the exemption from registration provided by Section 4(a)(2) of
the Securities Act.
Sonida entered into the Equity Commitment Agreement, dated as of
June 29, 2023 (as amended), with affiliates of Conversant Capital,
LLC pursuant to which Conversant agreed to purchase, upon the
Company's request, up to $13.5 million of the Company's common
stock, par value $0.01 per share, at a price of $10.00 per share
for a period of 18 months.
About Sonida
Sonida Senior Living, Inc., (formerly known as Capital Senior
Living Corporation), is an owner-operator of senior housing
communities in the United States. The Company and its predecessors
have provided senior housing since 1990. The Company provides
compassionate, resident-centric services and care as well as
engaging programming operating 71 senior housing communities in 18
states with an aggregate capacity of approximately 8,000 residents,
including 61 communities which the Company owns and 10 communities
that the Company manages on behalf of third parties.
Dallas, Texas-based RSM US LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated March
30, 2023, citing that the Company has suffered from recurring
losses from operations and total current liabilities exceed total
current assets. This raises substantial doubt about the Company's
ability to continue as a going concern.
SORRENTO THERAPEUTICS: Sale of ImmuneOncia Patents OK'd
-------------------------------------------------------
Sorrento Therapeutics, Inc. disclosed in a Form 8-K Report filed
with the Securities and Exchange Commission that the Bankruptcy
Court on November 1, 2023, entered a final order approving the sale
of ImmuneOncia patents.
Pursuant to the terms of the asset purchase agreement, Sorrento and
Yuhan Corporation or the Purchasers paid (or caused to be paid)
$18.0 million to Sorrento on November 2, 2023 (of which $2.0
million will be paid to Sorrento from an escrow account), less
approximately $800,000 for tax withholding. Sorrento expects that
the Purchaser will pay the remaining $2.0 million payable to
Sorrento pursuant to the APA upon the filing of certain
intellectual property transfer documents with the patent offices of
the respective jurisdictions of the Purchased Patents.
Concurrently with the closing of the ImmuneOncia Sale, Sorrento and
the Purchaser entered into a Manufacturing Technology Transfer
Agreement with the Purchaser on November 2, 2023, pursuant to which
Sorrento agreed to assist the Purchaser with a technology transfer
to a manufacturing facility designated by the Purchaser to
facilitate the Purchaser's manufacture of a certain product after
the closing of the ImmuneOncia Sale.
On November 2, 2023, the Company completed the disposition of the
Purchased Assets to the Purchaser on the terms contemplated by the
ImmuneOncia APA.
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors ("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones oversees the cases.
The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel;
Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts
counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin
Y. Meghji, managing partner at M3, serves as the Debtors' chief
restructuring officer. Stretto Inc. is the claims, noticing and
solicitation agent.
Norton Rose Fulbright US, LLP and Milbank, LLP represent the
official committee of unsecured creditors appointed in the Debtors'
Chapter 11 cases.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig,
LLP serve as the equity committee's bankruptcy counsel.
SPECIALTY DENTAL: Trustee Hires Prosperident Inc. as Accountant
---------------------------------------------------------------
Michael G. Colvard, the Trustee of Specialty Dental Holdings, LLC
and its affiliates seek approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ Prosperident Inc. as
accountant.
The firm will examine the Debtors' records, and provide assistance
to the Trustee in the satisfaction of his duties under the
bankruptcy code.
The firm will be paid at the rates of $400 to $750 per hour.
The firm will be paid a retainer in the amount of $3,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Harris, a CEO at Prosperident Inc., disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David Harris
Prosperident Inc.
10685-B Hazelhurst Dr. #30628
Houston, TX 77043
Tel: (888) 398-2327
About Specialty Dental Holdings, LLC
Specialty Dental Holdings, LLC filed Chapter 11 petition (Bankr.
W.D. Texas Case No. 23-10498) on July 10, 2023, with as much as
$50,000 in assets and $500,001 to $1 million in liabilities. Judge
Shad Robinson oversees the case.
Stephen W. Sather, Esq., at Barron & Newburger, PC is the Debtor's
legal counsel.
Thomas Mackey is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
SPIRIT AIRLINES: Incurs $157.6 Million Net Loss in 2023 Q3
----------------------------------------------------------
Spirit Airlines, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $157.6 million on operating revenues of $1.25 billion for the
third quarter of 2023, which ended September 30. This compares to a
net loss of $36.4 million on operating revenues of $1.34 billion
for the same period in 2022.
On October 26, 2023, the Company issued a press release providing
information on the Company's unaudited financial results for the
third quarter of 2023:
"Softer demand for our product and discounted fares in our markets
led to a disappointing outcome for the third quarter 2023. We
continue to see discounted fares for travel booked through the
pre-Thanksgiving period. And, unfortunately, we have not seen the
anticipated return to a normal demand and pricing environment for
the peak holiday periods. Given these continued trends, we are
evaluating our growth profile and our competitive position. We have
already taken the first steps by modifying the cadence of our
aircraft deliveries through the end of the decade and slowing our
capacity growth in the near term. We continue to believe merging
with JetBlue and creating a viable competitor to the Big Four US
airlines is in the best interest of consumers, Team Members, and
shareholders. We are prepared to make the necessary strategic
shifts to enable Spirit to compete effectively in this new demand
backdrop," said Ted Christie, Spirit's President and Chief
Executive Officer. "Our Team Members are among the best and most
innovative in the industry. I am confident that whether the Spirit
of tomorrow is different from today or whether the aircraft tail
says JetBlue or Spirit, their dedication to take care of our Guests
and each other will not change."
As of September 30, 2023, Spirit Airlines has $9,361,550,000 in
total assets and $8,045,505,000 in total liabilities.
A full-text copy of the press release is available at
https://tinyurl.com/yc29rurn
About Spirit Airlines
Spirit Airlines Inc. is a major United States ultra-low cost
airline headquartered in Miramar, Florida, in the Miami
metropolitan area.
In September 2023, Fitch Ratings has revised the Rating Outlook for
Spirit Airlines to Negative from Stable and affirmed Spirit's
Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed
Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior
secured debt at 'BB+'/'RR1'.
The Outlook revision incorporates Fitch's view that various
headwinds may drive profitability and leverage metrics to remain
outside of Fitch's negative sensitivities through YE 2024 or
longer. Aircraft availability and air traffic control issues are
having a greater impact on Spirit relative to some competitors,
limiting the company's post-pandemic margin recovery. Longer-term,
Fitch believes that Spirit's low-cost structure and its ability to
stimulate demand will drive margins closer to pre-pandemic levels.
However, the timeline for improvement is uncertain given various
industry headwinds. Should Spirit exhibit improving aircraft
utilization and margin trends over the next 6-12 months, the
Outlook may be revised to Stable, whereas continued
underperformance may drive a downgrade.
Spirit's rating is independent of its pending acquisition by
JetBlue. Should the acquisition close, Fitch will likely equalize
the two ratings. JetBlue is currently rated 'BB-'/Negative. The
Spirit acquisition may drive a downgrade of JetBlue's rating,
likely by one notch.
Also in September 2023, Egan-Jones Ratings Company maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Spirit Airlines, Inc.
SPROUT MORTGAGE: Trustee Taps Kantrow Law Group as Counsel
----------------------------------------------------------
Allan Mendelsohn, the Chapter 11 trustee for Sprout Mortgage, LLC,
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of New York to hire The Kantrow Law Group, PLLC.
The Trustee requires legal counsel to:
a. Assist in the investigation of the Debtor's estate,
including any potential assets and the disposition thereof;
b. Conduct examinations of the Debtor and other witnesses in
connection with the trustee's examination of the Debtor's financial
affairs;
c. Advise the trustee in connection with his statutory duties
and prepare applications and motions as may be appropriate; and
d. If necessary, prepare and prosecute the confirmation of a
Chapter 11 plan of liquidation.
Fred Kantrow, Esq., at Kantrow Law Group, 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:
Fred S. Kantrow, Esq.
The Kantrow Law Group, PLLC
732 Smithtown Bypass, Suite 101
Smithtown, NY 11787
Phone: 516 703 3672
Email: fkantrow@thekantrowlawgroup.com
About Sprout Mortgage
New Wave Lending Group, Inc., JMJ Financial Group and EF Mortgage,
LLC filed involuntary Chapter 7 petition against Sprout Mortgage,
LLC (Bankr. E.D. N.Y. Case No. 23-72433) on July 5, 2023. The
petitioning creditors are represented by Albena Petrakov, Esq.
On Oct. 20, 2023, the case was converted to one under Chapter 11.
Judge Robert E. Grossman oversees the Chapter 11 case.
Allan B. Mendelsohn, the court-appointed Chapter 11 trustee, tapped
The Kantrow Law Group, PLLC and Westerman Ball Ederer Miller Zucker
& Sharfstein, LLP as bankruptcy counsel and special litigation
counsel, respectively.
STEELFUSION CLINICAL: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: SteelFusion Clinical Toxicology Laboratory, LLC
1103 Donner Ave.
Monessen, PA 15062
Chapter 11 Petition Date: November 8, 2023
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 23-22405
Debtor's Counsel: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
938 Penn Avenue, 5th Fl.
Suite 501
Pittsburgh, PA 15222
Tel: 412-232-0930
Fax: 412-232-3858
Email: dcalaiaro@c-vlaw.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Amy J. Reisinger as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NFH7V5Y/SteelFusion_Clinical_Toxicology__pawbke-23-22405__0001.0.pdf?mcid=tGE4TAMA
TANTUM COMPANIES: McGuire, Wood Represents 3 Lessors
----------------------------------------------------
McGuire, Wood & Bissette, P.A. ("MWB") filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of Tantum Companies, LLC,
the firm represents:
1. Lester's Back Yard Burgers Joint Venture I ("Lester's I")
c/o Brian Fox
2137 Old Hickory Boulevard
Nashville, TN 37215
2. Lester's Back Yard Burgers Joint Venture II ("Lester's II")
c/o Brian Fox
2137 Old Hickory Boulevard
Nashville, TN 37215
3. Lester's Back Yard Burgers Joint Venture III ("Lester's
III")
c/o Brian Fox
2137 Old Hickory Boulevard
Nashville, TN 37215
Lester's I is the owner and lessor of property commonly known as
5004 Maryland Way, Brentwood, Tennessee on which the Debtor leased
and operated Backyard Burgers Store No. 32. Debtor rejected the
lease effective August 23, 2023. Debtor owes Lester's I, as of the
rejection date, in excess of $183,000.00 in unpaid rent, deferred
rent, rejection damages and unpaid taxes. This amount is exclusive
of legal fees and expenses. MWB's representation of Lester's I
relates to the filing of a proof of claim, prosecution, and
protection of the same.
Lester's II is the owner and lessor of property commonly known as
1711 Galleria Boulevard, Franklin, Tennessee on which the Debtor
leased and operated Backyard Burgers Store No. 31. Debtor rejected
the lease effective August 23, 2023. Debtor owes Lester's II, as of
the rejection date, in excess of $205,000.00 in unpaid rent,
deferred rent, rejection damages and unpaid taxes. This amount is
exclusive of legal fees and expenses. MWB's representation of
Lester's II relates to the filing of a proof of claim, prosecution
and protection of the same.
Lester's III is the owner and lessor of property commonly known as
9000 Highway 64, Memphis, Tennessee on which the Debtor presently
leases and operates a Backyard Burgers store. Debtor owes Lester's
III in excess of $150,000.00 in unpaid rent, deferred rent, and
unpaid taxes. This amount is exclusive of legal fees and expenses.
MWB's representation of Lester's III relates to the enforcement of
the lease agreement and the filing, prosecution and protection of a
proof of claim, should one be required.
To the best of the firm's knowledge, MWB does not own, nor has it
previously owned, any claims against or interests in the Debtor.
Further, MWB does not have any interest in the claims of Lester's
I, Lester's II, and/or Lester's III, which consents to the firm's
multiple representations in this case.
The firm may be reached at:
MCGUIRE, WOOD & BISSETTE, P.A.
Matthew S. Roberson, Esq.
48 Patton Avenue
Asheville, NC 28801
Phone: (828) 254-8800
Fax: (828) 641-9149
Email: mroberson@mwblawyers.com
About Tantum Companies
Tantum Companies, LLC, operates in the restaurant industry. The
company is based in Charlotte, N.C.
Tantum Companies and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Lead Case No.
23-30407) on June 26, 2023. In the petition signed by CEO Mark
Cote, Tantum Companies disclosed $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Judge Craig Whitley oversees the cases.
Robert A. Cox, Jr., Esq., at Hamilton Stephens Steele + Martin,
PLLC and Blystone and Donaldson serve as the Debtors' legal counsel
and financial advisor, respectively.
Moon Wright & Houston, PLLC represents the official committee of
unsecured creditors appointed in the Debtors' Chapter 11 cases.
TEGNA INC: Adopts Executive Officer Cash Severance Policy
---------------------------------------------------------
TEGNA Inc. disclosed in a Form 8-K Report filed with the Securities
and Exchange Commission that the Leadership Development and
Compensation Committee of the Board of Directors of the Company has
adopted an Executive Officer Cash Severance Policy.
The Policy, adopted on October 25, 2023, provides that the Company
will not enter into any new employment agreement, severance
agreement, or separation agreement with any executive officer of
the Company or establish any new severance plan or policy covering
any executive officer of the Company, in each case, that provides
for cash severance benefits exceeding 2.99 times the sum of the
executive officer's base salary plus target bonus, without seeking
stockholder ratification of such agreement, plan, or policy.
A full-text copy of the Executive Officer Cash Severance Policy is
available at https://tinyurl.com/5x79ujwj
About TEGNA
Headquartered in Virginia, TEGNA Inc. is a broadcasting, digital
media and marketing services company.
Egan-Jones Ratings Company on August 10, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by TEGNA Inc.
TEXAS CAPITAL: Moody's Affirms Ba2(hyb) Preferred Stock Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Texas Capital
Bancshares, Inc. and its bank subsidiary, Texas Capital Bank,
National Association (together referred to as Texas Capital),
including Texas Capital Bank, National Association's baa2
standalone baseline credit assessment (BCA), baa2 adjusted BCA,
A3/Prime-2 long-term and short-term deposits, Baa1(cr)/Prime-2(cr)
long-term and short-term counterparty risk assessments,
Baa2/Prime-2 long-term and short-term counterparty risk ratings,
and Baa3 subordinate debt rating. Moody's also affirmed Texas
Capital Bancshares, Inc.'s long-term issuer rating of Baa3,
subordinate debt rating of Baa3 and preferred stock non-cumulative
rating of Ba2 (hyb). Moody's maintained a stable outlook on Texas
Capital Bancshares, Inc.'s long-term issuer rating and Texas
Capital Bank, National Association's long-term bank deposit
rating.
RATINGS RATIONALE
The affirmation of Texas Capital's ratings reflects the sustained
improvements in the bank's liquidity profile, capitalization, and
asset concentrations, which have supported its creditworthiness
despite several sources of strain negatively affecting the US
banking sector. These improvements also help to offset its still
weak profitability and ongoing execution risks associated with its
change in management and subsequent shift in strategy aimed at
strengthening its balance sheet to improve asset risk,
capitalization, funding and liquidity and create a more robust and
resilient earnings profile. The stable outlook reflects Moody's
views that the bank's improved capitalization, liquidity and asset
concentrations will be maintained over the next 12-18 months.
Moody's assessment of Texas Capital's asset risk reflects the
bank's efforts to reduce its historical lending concentrations
which previously weighed on Moody's assessment of the bank's
elevated asset risk. Positively, the bank now has meaningfully
lower concentrations to commercial real estate (CRE), energy and
leveraged lending. The bank's CRE concentration has declined to 1.3
times its Moody's tangible common equity (TCE) base as of June 30,
2023, compared to 2.4 times in 2017. Importantly, its concentration
to comparatively riskier construction lending has also declined 0.6
times TCE as of June 30, 2023, down from 1.1 times in 2017.
Furthermore, Texas Capital has also reworked its credit approval
policies and procedures to be more robust than historically. If
over time these changes in the bank's credit policy are evident in
Texas Capital's asset risk, such as through lower charge-offs than
peers, that would be credit positive.
Texas Capital's capitalization has meaningfully improved in recent
years. Its Moody's TCE as a percentage of risk-weighted assets was
12.15% as of June 30, 2023, materially higher than 9.28% at
year-end 2020. The bank has taken a number of actions, including
sales of business and capital relief transactions, that bolstered
its capitalization. Texas Capital has indicated that its
medium-term capital target is lower than current levels. Even so,
its medium-term Common Equity Tier 1 target of 11% is reflected in
the affirmation. Additionally, Texas Capital has limited unrealized
securities losses compared to peers. As of June 30, 2023, total
unrealized losses represented only 17% (non-tax effected basis) of
its Moody's adjusted TCE.
As its strategy shift is ongoing and has involved meaningful
business investment, Texas Capital's profitability has been notably
weaker than peers. Its reported return on assets (ROA) was 0.81%
for the third quarter of 2023, modest but improved from 0.52% for
the third quarter of 2022. Its profitability has been challenged by
ongoing investment in new talent, technology and products pursuant
to its change in strategy, along with other large one-time
expenses. In addition, while Texas Capital's profitability is
dependent on spread income and a portion of its loan portfolio with
floating rates benefit from higher interest rates, it has faced
earnings headwinds from rising deposit costs. Texas Capital's
cumulative deposit beta (45% through Q2 of 2023) has been higher
than peers despite its reduced reliance on rate-indexed deposits,
which have a 100% beta. Its net interest margin (NIM) was 3.13% for
third quarter of 2023, only 8 bps higher than third quarter of 2022
despite an increase of 225 bps in the Fed funds rate over that
period. While Texas Capital's business investments are largely
complete, Moody's expects Texas Capital's profitability will
continue to be pressured by the inability to significantly cut
costs and pressure on funding costs related to higher for longer
monetary policy. The bank's ongoing efforts to grow noninterest
income could somewhat offset these pressures, but capital markets
revenue, which is the bulk of its fee revenue, can be volatile and
unpredictable.
Texas Capital's funding profile has improved in recent years as the
bank maintains a limited reliance on confidence-sensitive market
funding and its efforts to reduce its reliance on highly sensitive
rate-indexed deposits, which contribute 7% to its total deposits,
down from 32% at year-end 2020. However, the bank has a limited
branch network and a commercially focused business model. This
results in a less balanced deposit franchise and far less granular
deposits than many US regional bank peers. Its deposit base is far
more concentrated with large deposit relationships, which could
materially weaken its deposit base if it lost a few significant
deposit relationships. A modest offset to this risk is the
improvement in Texas Capital's liquidity. The bank's liquidity
buffer improved to 24% of tangible banking assets at 30 June 2023,
up from 14% at year-end 2019. Moody's expects Texas Capital will
continue to maintain a higher liquid asset buffer.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Texas Capital's BCA and ratings could be upgraded if the bank
materially reduces its deposit concentration, achieves its target
ROA of more than 1.1% on a sustained basis, does not exhibit weaker
asset quality, commits to maintaining its Moody's TCE to RWA above
11% on a medium-term basis, maintains liquid assets above 20% of
tangible banking assets (TBAs) and market funding below 10% of
TBAs.
Texas Capital's BCA and ratings could be downgraded if its funding
profile weakens notably. In addition, negative ratings action could
occur if capitalization declines below 11% (Moody's TCE ratio),
liquid banking assets decline below 20% of TBAs, profitability
weakens, or asset performance is weaker than expected.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks
Methodology published in July 2021.
TORI BELLE COSMETICS: Hires James E. Dickmeyer P.C. as Counsel
--------------------------------------------------------------
Tori Belle Cosmetics, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to employ Law Office
of James E. Dickmeyer, P.C. as its legal counsel.
The Debtor requires legal counsel to give advice concerning the
administration of its bankruptcy estate; prepare a Chapter 11
reorganization plan; and assist in the performance of its duties
and obligations under the Bankruptcy Code.
The services will be provided by the firm's attorney, James
Dickmeyer, Esq., who will be paid at the rate of $350 per hour. The
attorney will receive reimbursement for out-of-pocket expenses
incurred.
As disclosed in court filings, the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
James E. Dickmeyer, Esq.
Law Office of James E. Dickmeyer, P.C.
520 Kirkland Way Suite 400
Kirkland, WA 98083-2623
Tel: (425) 889-2324
Email: jim@jdlaw.net
About Tori Belle Cosmetics
Tori Belle Cosmetics, LLC, offers cosmetic products in Woodinville,
Wash.
Tori Belle Cosmetics filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11122) on
June 16, 2023, with $4,687,380 in assets and $2,751,998 in
liabilities. Robert Kitzberger, president and authorized officer,
signed the petition.
Judge Marc Barreca oversees the case.
James E. Dickmeyer, Esq., at the Law Office of James E. Dickmeyer,
PC, is the Debtor's bankruptcy counsel.
TORTOISEECOFIN BORROWER: Moody's Cuts CFR to Ca, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has downgraded TortoiseEcofin Borrower
LLC's corporate family rating and senior secured first lien debt
ratings to Ca from Caa2, and its probability of default rating to
Ca-PD/LD from Caa2-PD. The outlook has been changed to stable from
negative.
The rating action follows the distressed debt exchange between
TortoiseEcofin and its creditors. Under the transaction, the
company exchanged its approximately $300 million term loan due
January 2025 for a new $60 million term loan due October 2028 and a
$190 million perpetual preferred equity security with an 8% coupon.
The preferred equity security converts to common equity once the
term loan, its stated value and any accrued distributions are fully
paid. The recapitalization gives creditors a 70% majority ownership
stake in the company and the balance is held by Lovell Minnick
Partners and current and former employees of the company.
Moody's considers the exchange transaction as a distressed exchange
because Moody's believe the transaction represents an economic loss
to the company's creditors. While the extent of ultimate recoveries
remains uncertain, Moody's expects the losses on promised principal
and interest to be significant. Moody's is appending an "/LD" to
the Probability of Default Rating to indicate a limited default.
Moody's will remove the "/LD" designation from the company's PDR in
approximately three business days.
RATINGS RATIONALE
The downgrade of TortoiseEcofin's CFR to Ca reflects Moody's
recovery expectations for the company's lenders given the operating
challenges still faced by the company. Although the transaction
reduces the company's interest burden and provides a PIK feature on
the preferred equity distributions, total obligations could
increase overtime if TortoiseEcofin fails to generate sufficient
cash flow growth.
The transaction also places limits on the amount of business
reinvestment which Moody's believe may weigh on the company's
growth prospects. Additionally, given the slowing momentum for ESG
strategies, a significant improvement to TortoiseEcofin's
profitability over the next 12 to 18 months is unlikely.
Moody's revised the company's Credit Impact Score to CIS-5 from
CIS-4 to reflect the financial strategy and risk management
shortfalls that led to this distressed exchange transaction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
TortoiseEcofin's ratings could be upgraded if the company's
operating performance turns positive for a sustained period.
Conversely, the company's ratings could be downgraded if it fails
to generate consistent free cash flow that further deteriorates its
liquidity profile.
The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.
TRINSEO PLC: Reports Q3 Financial Results, Updates 2023 Outlook
---------------------------------------------------------------
Trinseo PLC issued a press release announcing its financial results
for the third quarter ended September 30, 2023.
The Company's Third Quarter 2023 and Other Highlights included:
* Cash provided by operations of $29 million and capital
expenditures of $13 million resulted in Free Cash Flow* of $16
million including a $52 million decrease in working capital;
* Third quarter ending cash of $279 million with approximately
$216 million of additional available liquidity under two undrawn,
committed financing facilities;
* Net loss from continuing operations of $38 million and
diluted EPS from continuing operations of negative $1.09; net loss
included a pre-tax charge of approximately $14 million related to
the Company's PMMA sheet optimization and Corporate restructuring
initiatives;
* Adjusted EBITDA of $41 million was $78 million higher than
prior year;
* Closure of the Terneuzen, the Netherlands styrene plant,
which, when combined with other recent restructuring actions and
lower natural gas hedge losses, is expected to result in a
sequential profitability improvement of approximately $100 million
in 2024; and
* Successfully refinanced the entirety of its outstanding 2024
term loan and $385 million of its existing $500 million 2025 Senior
Notes during the quarter.
Commenting on the Company's third quarter performance, Frank
Bozich, President and Chief Executive Officer of Trinseo, said, "As
expected, we saw sequentially similar market conditions. However,
we had another quarter of positive cash generation and we've taken
additional operational steps to provide meaningful profitability
improvement in 2024. In addition, we successfully refinanced all of
our 2024 and most of our 2025 debt maturities. I wish to thank our
employees for their continued efforts in executing these
initiatives in this challenging environment."
2023 Outlook
The Company provided full-year 2023 outlook:
* Full-year 2023 net loss from continuing operations of $509
million to $499 million and Adjusted EBITDA of $175 million to $185
million (prior outlook of net loss from continuing operations of
approximately $460 million and Adjusted EBITDA of approximately
$215 million†). Adjusted EBITDA is below the prior outlook
primarily from unfavorable net timing and styrene-related impacts
in the third quarter as well as a more pronounced seasonality
impact in the fourth quarter; and
* Full-year 2023 cash from operations of approximately $165
million resulting in Free Cash Flow of approximately $75 million
(prior outlook of cash from operations of approximately $190
million and Free Cash Flow of approximately $100 million; lower
Free Cash Flow as higher cash interest and lower profitability is
partially offset by working capital reductions.
Commenting on the outlook for 2023, Bozich said, "Our forecast
assumes a constrained demand environment, similar to what we've
seen throughout the year. Amid this environment, we continue to
take actions to improve our cost position and cash generation."
Bozich continued, "Our most recent cost reduction initiatives,
along with lower natural gas hedge losses, are expected to result
in a $100 million year-over-year profitability improvement in 2024.
This enables us to continue investing in transformation projects
such as polycarbonate dissolution, which offer significant growth
potential even in current markets."
A full-text copy of the report, filed with the Securities and
Exchange Commission is available at https://tinyurl.com/4txsp3u2
About Trinseo PLC
Wayne, Pa.-based Trinseo (NYSE: TSE), is a specialty material
solutions provider. As of September 30, 2023, Trinseo had $3.27
billion in total assets against $691.5 million in total current
liabilities and $2.27 billion in total long-term debt.
In May 2023, S&P Global Ratings lowered its issuer credit rating on
Trinseo PLC to 'CCC+' from 'B-'. At the same time, S&P lowered the
issue-level ratings on Trinseo's senior secured b-2 term loan
facility to 'B' from 'B+'. S&P also lowered its issue-level ratings
on the senior unsecured notes to 'CCC+' from 'B-'.
In September 2023, S&P lowered the issue-level rating on Trinseo's
existing senior secured debt to 'B-' from 'B'. S&P also lowered
the issue-level rating on the existing senior unsecured notes to
'CCC' from 'CCC+'. The ratings firm said its 'CCC+' issuer credit
rating and negative outlook on Trinseo PLC remain unchanged.
VBI VACCINES: Falls Short of Nasdaq Minimum Bid Price Requirement
-----------------------------------------------------------------
VBI Vaccines Inc. disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission that the Company
received a letter from the Listing Qualifications Department of the
Nasdaq Stock Market indicating that, based upon the closing bid
price of the Company's common shares for the 30 consecutive
business day period between Sept. 19, 2023, through Oct. 31, 2023,
the Company did not meet the minimum bid price of $1.00 per share
required for continued listing on The Nasdaq Capital Market
pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also
indicated that the Company will be provided with a compliance
period of 180 calendar days, or until April 29, 2024, in which to
regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).
In order to regain compliance with Nasdaq's minimum bid price
requirement, the Company's common shares must maintain a closing
bid price of at least $1.00 for a minimum of ten consecutive
business days during the Compliance Period. In the event the
Company does not regain compliance by the end of the Compliance
Period, the Company may be eligible for additional time to regain
compliance. To qualify, the Company will be required to meet the
continued listing requirement for the market value of its publicly
held shares and all other initial listing standards for Nasdaq,
with the exception of the bid price requirement, and will need to
provide written notice of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock
split, if necessary. If the Company meets these requirements, the
Company may be granted an additional 180 calendar days to regain
compliance. However, if it appears to Nasdaq that the Company will
be unable to cure the deficiency, or if the Company is not
otherwise eligible for the additional cure period, Nasdaq will
provide notice that the Company's common shares will be subject to
delisting. There can be no assurance that the Company will be
eligible for the additional 180 calendar day compliance period, if
applicable, or that the Staff would grant the Company's request for
continued listing subsequent to any delisting notification.
The letter has no immediate impact on the listing of the Company's
common shares, which will continue to be listed and traded on
Nasdaq, subject to the Company's compliance with the other listing
requirements of Nasdaq.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines reported a net loss of $113.30 million for the year
ended Dec. 31, 2022, a net loss of $69.75 million for the year
ended Dec. 31, 2021, a net loss of $46.23 million for the year
ended Dec. 31, 2020, a net loss of $54.81 million for the year
ended Dec. 31, 2019, and a net loss of $63.60 million for the year
ended Dec. 31, 2018.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 13, 2023, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of Dec. 31, 2022 and cash outflows from
operating activities for the year-ended Dec. 31, 2022 and, as such,
will require significant additional funds to conduct clinical and
non-clinical trials, commercially launch its products, and achieve
regulatory approvals that raise substantial doubt about its ability
to continue as a going concern.
VIASAT INC: Cuts 10% of Global Workforce, Expects $45MM Charge
--------------------------------------------------------------
Viasat, Inc. disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that the Company has reached an
important milestone in its integration program following its
acquisition of Inmarsat on November 2, 2023.
As part of its ongoing strategy to streamline operations and better
serve its growing customer base, Viasat has completed a
rationalization of roles in its global business, which is intended
to achieve both operational and cost efficiencies. As part of the
role rationalization, Viasat will reduce its global workforce by
approximately 800 roles, or approximately 10% of its global
workforce. Viasat expects to incur charges associated with the
workforce reduction of approximately $45 million, primarily related
to employee severance payments, benefits and related termination
costs. Viasat expects that these charges will be predominantly
incurred during the second half of fiscal year 2024.
The estimates of charges, costs and expenses that Viasat expects to
incur in connection with the workforce reduction are subject to a
number of assumptions and actual results may differ materially from
estimates. Viasat may also incur additional cash expenditures or
charges not currently contemplated due to unanticipated events that
may occur, including in connection with the implementation of the
workforce reduction.
About Viasat Inc.
Viasat, Inc., headquartered in Carlsbad, California, operates a
consumer satellite broadband internet business, an in-flight
connectivity business, and provides satellite and related
Communications, 0networking systems and services to government and
commercial customers. Inmarsat operates a satellite communications
network using L-band, Ka-band and S-band spectrum, and provides
voice and data services to customers on land, at sea and in the
air.
In August 2023, Egan-Jones Ratings Company maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Viasat Inc.
VIRGIN GALACTIC: To Cut Workforce to Slash Costs
------------------------------------------------
Virgin Galactic Holdings, Inc. (NYSE: SPCE), said it notified all
employees Nov. 7 of a strategic realignment of the Company's
resources and a related workforce reduction to support the
production of its Delta Class spaceships.
"To profitably scale our business, we must first invest upfront
capital to create a fleet of ships based on a standardized
production model — the Delta Class ships. At the same time, it
has been imperative for us to demonstrate the value and potential
of our product by bringing our initial ships, Unity and Eve, into
commercial service. Both of these initiatives consume substantial
resources, and both have been critical to our company. We have
successfully advanced both of these important efforts in parallel,
and we have been able to support our funding needs along the way
with access to capital markets," CEO Michael Colglazier said in a
memo to employees.
"Recently, however, uncertainty has grown in the capital markets.
Interest rates remain high, which adds pressure to companies who
are investing today for profits that will come in the future.
Geopolitical unrest continues to expand, and the combination of
these factors makes near-term access to capital much less
favorable. We are going to succeed in this environment by focusing
our full company efforts on the safe, efficient, and successful
completion of our Delta program that will allow us to create
positive cash flow."
"The Delta ships are powerful economic engines. To bring them into
service, we need to extend our strong financial position and reduce
our reliance on unpredictable capital markets. We will accomplish
this, but it requires us to redirect our resources toward the Delta
ships while streamlining and reducing our work outside of the Delta
program."
The Company did not provide specifics, including the number of
people who are being laid off, stating that it was still in the
process of individually notifying individual employees and that it
would provide more information in an earnings call on Nov. 8.
About Virgin Galactic Holding
Virgin Galactic is an aerospace and space travel company,
pioneering human spaceflight for private individuals and
researchers with its advanced air and space vehicles. It has
developed a spaceflight system designed to connect the world to the
love, wonder and awe created by space travel and to offer customers
a transformative experience.
Virgin Galactic Holdings, Inc., is an American spaceflight company
founded by Richard Branson and his British Virgin Group retains an
18% stake through Virgin Investments Limited. It is headquartered
in California, USA, and operates from New Mexico.
On the Web: https://www.virgingalactic.com/
VTV THERAPEUTICS: Reno Pharma Agrees to Buy Back Shares for $4.4MM
------------------------------------------------------------------
vTv Therapeutics, Inc. disclosed in a From 8-K Report filed with
the Securities and Exchange Commission that vTv Therapeutics LLC,
the principal operating subsidiary of the Company, has entered into
a Common Stock Repurchase Agreement with Reneo Pharmaceuticals,
Inc. pursuant to which Reneo agreed to purchase all shares of
common stock of Reneo that had been owned by vTv LLC.
Pursuant to the Repurchase Agreement dated October 30, 2023, Reneo
agreed to pay vTv LLC gross proceeds of approximately $4.4 million
for the Reneo common stock. vTv LLC had acquired the Reneo stock in
connection with the December 21, 2017 License Agreement between vTv
LLC and Reneo, which remains in effect.
On November 1, 2023, the Company issued a press release announcing
the closing of the Repurchase Agreement.
"The proceeds from the sale of our Reneo stock will provide vTv
with important financial support as we continue our preparations
for the launch of the cadisegliatin Phase 3 program in T1D. We
remain in active discussions related to the financing, partnering
and/or licensing of cadisegliatin," said Paul Sekhri, President and
Chief Executive Officer of vTv Therapeutics. "We are excited about
the therapeutic potential of mavodelpar and look forward to Reneo's
upcoming data readout. If mavodelpar is successful, it could
provide significant upside to vTv and our shareholders through
potential milestone payments and commercial royalties."
Under the Reneo license agreement signed in December 2017,vTv
granted Reneo an exclusive worldwide license to intellectual
property relating to its PPARδ agonist program. Reneo's lead
program, mavodelpar, is a PPARδ agonist currently being studied in
a pivotal Phase 2b clinical trial in adults with primary
mitochondrial myopathies (PMM). vTv remains eligible to receive
clinical, regulatory and commercial milestones totaling up to $94.5
million, as well as tiered royalties in the mid-single digits to
low teens on potential sales of products based on tiers of annual
net sales of licensed products, subject to certain customary
reductions.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical stage biopharmaceutical company
focused on developing oral, small molecule drug candidates. vTv
has a pipeline of clinical drug candidates led by cadisegliatin
(TTP399), a potential adjunctive therapy to insulin for the
treatment of type 1 diabetes. vTv's development partners are
pursuing additional indications in type 2 diabetes, chronic
obstructive pulmonary disease, renal disease, primary mitochondrial
myopathy, and glioblastoma and other cancers and cancer
treatment-related conditions.
vTv Therapeutics reported a net loss attributable to the Company of
$19.16 million for the year ended Dec. 31, 2022, compared to a net
loss attributable to the Company of $12.98 million for the year
ended Dec. 31, 2021. As of March 31, 2023, the Company had $28.83
million in total assets, $28.42 million in total liabilities,
$19.60 million in redeemable noncontrolling interest, and a total
stockholders' deficit of $19.19 million.
Raleigh, North Carolina-based Ernst & Young LLP, the Company's
auditor since 2000, issued a "going concern" qualification in its
report dated March 6, 2023, citing that the Company has not
generated any product revenue, has not achieved profitable
operations, has insufficient liquidity to sustain operations and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
WEWORK COS: S&P Downgrades ICR to 'D' on Bankruptcy Filing
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on New York
City-based flexible space provider WeWork Cos. LLC to 'D' from 'SD'
(selective default) and its issue-level rating on its 7.875%
unsecured notes to 'D' from 'CCC-'.
S&P's 'D' issue-level ratings on the company's $525 million
first-lien notes and $687 million second-lien exchange notes are
unchanged.
The downgrade follows WeWork's announcement that it filed for
Chapter 11 on or around Nov. 6, 2023.In our view, the company is
pursuing this transaction because its capital structure is
unsustainable and it has limited options to organically reduce its
debt burden and improve its cash flow.
S&P expects to reassess all of its ratings on WeWork and its new
capital structure when it emerges from bankruptcy.
WEWORK INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: WeWork Inc.
12 East 49th Street
3rd Floor
New York, NY 10017
Business Description: WeWork is a workspace provider offering
flexible and community-centered office
space. The business strategy focuses on
three key areas: (1) core space-as-a-
service business; (2) workspace management
software solution for enterprises and
operators and (3) subscription models.
Chapter 11 Petition Date: November 6, 2023
Court: United States Bankruptcy Court
District of New Jersey
Five hundred seventeen affiliates that voluntarily filed petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor
------
WeWork Inc. (LEAD CASE)
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880 3rd Ave Tenant LLC
501 Boylston Street Tenant LLC
660 North Capitol St NW Tenant LLC
881 Peachtree Street Northeast Tenant LLC
501 East Kennedy Boulevard Tenant LLC
6655 Town Square Tenant LLC
8910 University Center Lane Tenant LLC
501 East Las Olas Blvd Tenant LLC
67 Irving Place Tenant LLC
90 South 400 West Tenant LLC
501 Eastlake Tenant LLC
6900 North Dallas Parkway Tenant LLC
901 North Glebe Road Tenant LLC
5049 Edwards Ranch Tenant LLC
695 Town Center Drive Tenant LLC
901 Woodland St Tenant LLC
505 Main Street Tenant LLC
7 West 18th Street Tenant LLC
902 Broadway Tenant LLC
505 Park Avenue Q LLC
700 2 Street Southwest Tenant LP
920 5th Ave Tenant LLC
50-60 Francisco Street Tenant LLC
700 K Street NW Tenant LLC
920 SW 6th Avenue Tenant LLC
511 W 25th Street Tenant LLC
700 North Miami Tenant LLC
9200 Timpanogos Highway Tenant LLC
515 Folsom Street Tenant LLC
700 SW 5th Tenant LLC
925 4th Avenue Tenant LLC
515 N State Street Tenant LLC
708 Main St Tenant LLC
925 N La Brea Ave Tenant LLC
5161 Lankershim Boulevard Tenant LLC
71 5th Avenue Tenant LLC
9670416 CANADA Inc.
5215 North O'Connor Boulevard Tenant LLC
71 Stevenson Street Q LLC
9777 Wilshire Boulevard Q LLC
524 Broadway Tenant LLC
711 Atlantic Avenue Tenant LLC
980 6th Avenue Tenant LLC
525 Broadway Tenant LLC
725 Ponce De Leon Ave NE Tenant LLC
9830 Wilshire Boulevard Tenant LLC
53 Beach Street Tenant LLC
7272 Wisconsin Avenue Tenant LLC
99 Chauncy Street Q LLC
540 Broadway Q LLC
729 Washington Ave Tenant LLC
99 High Street Tenant LLC
545 Boylston Street Q LLC
7300 Dallas Parkway Tenant LLC
Bird Investco LLC
546 5th Avenue Tenant LLC
731 Sansome Street Tenant LLC
CD Locations, LLC
550 7th Avenue HQ LLC
75 Arlington Street Tenant LLC
Cities by We LLC
550 Kearny Street HQ LLC
75 E Santa Clara Street Tenant LLC
Clubhouse TS LLC
57 E 11th Street Tenant LLC
75 Rock Plz Tenant LLC
Common Coffee LLC
575 5th Avenue Tenant LLC
750 Lexington Avenue Tenant LLC
Common Desk Daymaker LLC
575 Lexington Avenue Tenant LLC
750 White Plains Road Tenant LLC
Common Desk DE, LLC
5750 Wilshire Boulevard Tenant LLC
755 Sansome Street Tenant LLC
Common Desk Holdings LLC
5960 Berkshire Lane Tenant LLC
756 W Peachtree Tenant LLC
Common Desk OC, LLC
599 Broadway Tenant LLC
77 Sands Tenant LLC
Common Desk Operations LLC
Common Desk West 7th, LLC
WeWork Canada LP ULC
WW 401 Park Avenue South LLC
Creator Fund Managing Member LLC
WeWork Commons LLC
WW 5 W 125th Street LLC
Euclid LLC
WeWork Companies U.S. LLC
WW 500 Yale LLC
Euclid WW Holdings Inc.
WeWork Companies Partner LLC
WW 51 Melcher LLC
FieldLens LLC
WeWork Construction LLC
WW 520 Broadway LLC
Five Hundred Fifth Avenue HQ LLC
WeWork Holdings LLC
WW 535 Mission LLC
Insurance Services by WeWork LLC
WeWork Interco LLC
WW 555 West 5th Street LLC
Legacy Tenant LLC
WeWork LA LLC
WW 5782 Jefferson LLC
Mailroom Bar at 110 Wall LLC
WeWork Labs Entity LLC
WW 600 Congress LLC
MissionU PBC
WeWork Little West 12th LLC
WW 641 S Street LLC
One Gotham Center Tenant LLC
WeWork Magazine LLC
WW 718 7th Street LLC
One Metropolitan Square Tenant LLC
WeWork Real Estate LLC
WW 745 Atlantic LLC
Parkmerced Partner LLC
WeWork Services LLC
WW 79 Madison LLC
Play by WeWork LLC
WeWork Space Services Inc.
WW 81 Prospect LLC
Powered By We LLC
WeWork Space Services LLC
WW 811 West 7th Street LLC
Project Caesar LLC
WeWork Wellness LLC
WW 85 Broad LLC
Project Standby I LLC
WeWork Workplace LLC
WW 995 Market LLC
Prolific Interactive LLC
Wildgoose I LLC
WW Brooklyn Navy Yard LLC
PxWe Facility & Asset Management Services LLC
WW 1010 Hancock LLC
WW BuildCo LLC
South Tryon Street Tenant LLC
WW 107 Spring Street LLC
WW Co-Obligor Inc.
Spacious Technologies, LLC
WW 11 John LLC
WW Enlightened Hospitality Investor LLC
The Hub Tenant LLC
WW 110 Wall LLC
WW HoldCo LLC
The We Company Management Holdings L.P.
WW 111 West Illinois LLC
WW Journal Square Holdings LLC
The We Company Management LLC
WW 115 W 18th Street LLC
WW Journal Square Member LLC
The We Company MC LLC
WW 1161 Mission LLC
WW Onsite Services AAG LLC
The We Company PI L.P.
WW 120 E 23rd Street LLC
WW Onsite Services EXP LLC
WALTZ MERGER SUB LLC
WW 1328 Florida Avenue LLC
WW Onsite Services LLC
We Rise Shell LLC
WW 1550 Wewatta Street LLC
WW Onsite Services SFI LLC
We Work 154 Grand LLC
WW 1601 Fifth Avenue LLC
WW Onsite Services SUM LLC
We Work 349 5th Ave LLC
WW 1875 Connecticut LLC
WW Project Swift Development LLC
We Work Management LLC
WW 2015 Shattuck LLC
WW Project Swift Member LLC
We Work Retail LLC
WW 205 E 42nd Street LLC
WW VendorCo LLC
WeInsure Holdco LLC
WW 210 N Green LLC
WW Worldwide C.V.
Welkio LLC
WW 220 NW Eighth Avenue LLC
WWCO Architecture Holdings LLC
WeWork 156 2nd LLC
WW 222 Broadway LLC
WeWork 175 Varick LLC
WW 2221 South Clark LLC
WeWork 25 Taylor LLC
WW 240 Bedford LLC
WeWork 261 Madison LLC
WW 25 Broadway LLC
WeWork 54 West 40th LLC
WW 26 JS Member LLC
WeWork Asset Management LLC
WW 312 Arizona LLC
WeWork Bryant Park LLC
WW 350 Lincoln LLC
WeWork Canada GP ULC
WW 379 W Broadway LLC
Judge: Hon. John K. Sherwood
Debtors'
General
Bankruptcy
Counsel: Edward O. Sassower, P.C.
Joshua A. Sussberg, P.C.
Steven N. Serajeddini, P.C.
Ciara Foster, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: edward.sassower@kirkland.com
joshua.sussberg@kirkland.com
steven.serajeddini@kirkland.com
ciara.foster@kirkland.com
Debtors'
Local
Bankruptcy
Counsel: Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
Felice R. Yudkin, Esq.
Ryan T. Jareck, Esq.
COLE SCHOTZ P.C.
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
Tel: (201) 489-3000
Email: msirota@coleschotz.com
wusatine@coleschotz.com
fyudkin@coleschotz.com
rjareck@coleschotz.com
Debtors'
Investment
Banker: PJT PARTNERS LP
Debtors'
Restructuring
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors'
Claims &
Noticing
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Debtors'
Tax Advisor: DELOITTE TAX LLP
Debtors'
Legal Counsel: MUNGER, TOLLES & OLSON LLP
Debtors'
Financial
Advisor: PROVINCE, LLC
Total Assets as of June 30, 2023: $15,063 million
Total Debts as of June 30, 2023: $18,656 million
The petitions were signed by Pam Swidler as authorized signatory.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/I52D4ZA/WeWork_Inc__njbke-23-19865__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. U.S. Bank Trust Company, 7.875% Senior $170,734,270
National Association Notes Due 2025
100 Wall Street
6th Floor
New York, NY 10005
Attn: Christopher Grell
Title: Vice President
Phone: (212) 951-6990
Email: christopher.grell@usbank.com
2. The Alter Group Lease $11,880,802
3201 Old Glenview Road Termination
Unit #302 Fees &
Wilmette, IL 60091 Related
Attn: Michael J. Alter Litigation
Title: President
Phone: (847) 568-5909
Email: michael@altergroup.com
3. U.S. Bank Trust Company, 5.00% Senior $9,471,341
National Association Notes Due
100 Wall Street 2025
6th Floor
New York, NY 10005
Attn: Christopher Grell
Title: Vice President
Phone: (212) 951-6990
Email: christopher.grell@usbank.com
4. Westfield Fulton Accrued $8,170,257
Center LLC Unpaid Rent
185 Greenwich Street
Management Office Oculus
Level C2
New York, NY 10007
Attn: Aline Taireh
Title: General Counsel
Phone: (212) 284-9982
Email: aline.taireh@urw.com
5. 400 California, LLC Accrued $7,835,181
c/o Kennedy-Wilson Unpaid Rrent
Properties, Ltd. & Related
151 S. Camino Drive Litigation
Beverly Hills, CA 90212
Attn: Kent Y. Mouton
Title: EVP & General Counsel
Phone: (310) 887-6400
Email: kmouton@kennedywilson.com
6. The Platform LLC Lease $5,133,719
2937 E. Grand Blvd. Termination
Detroit, MI 48202 Fees
Attn: Clark Lewis
Title: President
Phone: (313) 446-8775
Email: clewis@theplatform.city
7. RFR/K 81 Prospect Owner LLC Accrued $5,016,774
c/o RFR Realty LLC Unpaid Rent
375 Park Avenue
10th Floor
New York, NY 10152
Attn: Jonathan Reifler
Title: Asset Management
Phone: (212) 308-2061
Email: jreifler@rfr.com
8. Mori Trust Co. Ltd. Accrued $4,839,247
105-6903 Kamiyacho Trust Unpaid Rent
Tower & Lease
4-1-1 Toranomon, Minato-Ku Termination
Tokyo, Japan Fees
Attn: Yoshiki Tanaka
Email: tanaka-yo@mori-trust.co.jp
9. 260-261 Madison Avenue LLC Accrued $4,594,399
261 Madison Avenue Unpaid Rent
27th Floor & Related
New York, NY 10016 Litigation
Attn: Omer Kachlon
Title: General Counsel
Email: omer.kachlon@sapircorp.com
10. 2 Ninth Avenue Partners, LLC Accrued $4,321,260
c/o William Gottlieb Unpaid Rent
Management Co. LLC
177 Christopher Street
New York, NY 10014
Attn: William Gottlieb
Title: President
Phone: (646) 564-4369
Email: billy@wgottlieb.com
11. CP 1875 K Street LLC Lease $3,643,000
c/o Carr Properties Termination
Partnership LP Fees
The Hub @1615 L St NW
Suite 650
Washington, DC 20036
Attn: Jackson Prentice
Title: EVP & Chief Portfolio Officer
Email: jprentice@carrprop.com
12. Beacon Capital Partners, LLC Accrued $3,525,507
200 State Street Unpaid Rent
5th Floor & Lease
Boston, MA 02109 Termination
Attn: Kristen Hoffman Fees
Title: General Counsel
Email: khoffman@beaconcapital.com
13. Jamestown L.P. Ponce City Lease $3,251,217
Market675 Ponce De Leon Termiatation
Avenue NE 7th Floor Fees
Atlanta, GA 30308
Attn: Amber Murray
Title: Managing Director &
General Counsel
Phone: (770) 805-1000
Email: amurray@jamestownlp.com
14. RFR/K 77 Sands Owner LLC Accrued $3,109,488
c/o RFR Realty LLC Unpaid Rent
375 Park Avenue
10th Floor
New York, NY 10152
Attn: Jonathan Reifler
Title: Asset Management
Phone: (212) 308-2061
Email: jreifler@rfr.com
15. BCSP Denver Property LLC Accrued $3,087,099
c/o Brookfield Property Group Unpaid Rent
250 Vesey Street & Lease
15th Floor Termination
New York, NY 10281 Fees
Attn: Ben Brown
Title: Managing Partner
Phone: (303) 390-0825
Email: ben.brown@brookfield.com
16. Cohen Brothers Realty Accrued $2,985,300
Corporation Unpaid Rent
750 Lexington Ave. & Lease
Unit #28 Termination
New York, NY 10022 Fees
Attn: Marc Horowitz
Title: Sr. Vice President of Leasing
Email: mhorowitz@cohenbrothers.com
17. Nuveen Real Estate - TIAA Accrued $2,856,734
730 Third Avenue Unpaid Rent
New York, NY 10017
Attn: Chad Phillips
Title: Global Head of Office & Retail
Phone: (704) 988-0203
Email: chad.phillips@nuveen.com
18. Onni Group Accrued $2,702,445
200 N. LaSalle Street Unpaid Rent
Unit #750
Chicago, IL 60601
Attn: Greg Wilks
Title: Vice President - Leasing
Email: gregwilks@onni.com
19. Walter & Samuels, Inc. Accrued $2,574,285
419 Park Ave. S Unpaid Rent
New York, NY 10016
Attn: Peter Weiss
Title: Chief Executive Officer
Phone: (212) 685-6200
Email: pweiss@walter-samuels.com
20. Cushman & Wakefield Trade Payable $2,532,989
225 West Wacker Street
Suite 3000
Chicago, IL 60606
Attn: Noelle Perkins
Title: EVP & General Counsel
Phone: (312) 470-1800
Email: noelle.perkins@cushwake.com
21. John Hancock Life Accrued 2,316,986
Insurance Company (USA) Unpaid Rent
197 Clarendon Street
Boston, MA 02116
Attn: Thomas E. Samoluk
Title: General Counsel
Phone: (617) 663-3000
Email: tsamoluk@jhancock.com
22. CIM Group Accrued $2,078,939
4700 Wilshire Boulevard Unpaid Rent
Los Angeles, CA 90010
- and -
540 Madison Avenue
8th FLoor
New York, NY 10022
Attn: Johanthan Tao
Title: Vice President
Email: jtao@cimgroup.com
23. Mozaic Partners, LLC Lease $2,052,764
Lakeside Center, Suite 10 Termination
3033 Excelsior Boulevard Fees
Minneapolis, MN 55416
Attn: Jackie Knight
Title: President
Phone: (612) 924-6503
Email: jackie@ackerberg.com
24. Broadway Continental Corp. Lease $2,028,657
540 Broadway Termination
Floor 2 Fees &
New York, NY 10012 Related
Attn: Adam Henick Litigation
Title: President
Phone: (646) 845-0351
Email: adam@currentreadvisors.com
25. 500-512 Seventh Avenue L.P. Accrued $1,991,940
c/o The Chetrit Group, LLC Unpaid Rent
512 Seventh Avenue
16th Floor
New York, NY 10018
Attn: Jo Chetrit
Title: Owner
Phone: (646) 230-9360
26. Mayore Estates, LLC Accrued $1,773,783
100 Henry Street Unpaid Rent
Brooklyn, NY 11201
Attn: Barrett Stern
Title: Managing Partner
Phone: (917) 439-6969
Email: bstern@ngkf.com
27. 54 West 40th Realty LLC Accrued $1,772,239
c/o Allied Partners Inc. Unpaid Rent
770 Lexington Avenue
9th Floor
New York, NY 10065
Attn: Eric Hadar
Title: Chairman & CEO
Phone: (212) 935-4900
Email: eric@alliedpartners.com
28. CTO21 Acquisitions II LLC Lease $1,694,287
369 N. New York Ave Termination
Suite 201 Fees &
Winter Park, FL 32789 Related
Attn: Daniel Smith Litigation
Title: General Counsel
Phone: 817-313-4051
Email: dsmith@ctoreit.com
29. 1460 Leasehold Swighm LLC Accrued $1,675,643
c/o Meringoff Unpaid Rent
Properties
30 West 26th Street
8th Floor
New York, NY 10010
Attn: Jason Vacker
Title: President & CEO
Phone: (212) 337-7763
Email: jdvacker@merprop.com
30. Unitarian Universalist Lease $1,655,700
Association Termination
24 Farnsworth Street Fees
Boston, MA 02210
Attn: Andrew McGeorge
Title: Treasurer & CFO
Phone: (617) 948-4305
Email: amcgeorge@uua.org
WEWORK INC: In Chapter 11 Just 3 Years After $47B Valuation
------------------------------------------------------------
Ethan M Steinberg and Amelia Pollard of Bloomberg Law reports that
WeWork Inc. filed for bankruptcy, capping a tumultuous period that
saw the once high-flying startup navigate a failed initial public
offering, Covid-19 lockdowns, a blank-check merger and slow
return-to-office trends.
The company -- which at its 2019 peak commanded a $47 billion
valuation -- listed $19 billion of liabilities and $15 billion of
assets in its bankruptcy petition in New Jersey on Monday, November
6, 2023. The Chapter 11 filing allows WeWork to continue operating
while working out creditor repayment terms.
WeWork entered bankruptcy after reaching a tentative restructuring
deal with longtime backer SoftBank Group Corp. and existing
creditors to slash over $3 billion of debt and wipe out most of its
shares. It's also seeking to reject more than 60 leases across
North America and will use the court process to renegotiate other
contracts, Chief Executive Officer David Tolley said in court
papers.
WeWork’s real estate footprint sprawled across 777 locations in
39 countries as of June 30, 2023 with occupancy near 2019 levels.
But the enterprise remains unprofitable.
"WeWork is requesting the ability to reject the leases of certain
locations, which are largely non-operational and all affected
members have received advanced notice," the company said in a
statement.
Long Saga
WeWork’s collapse into bankruptcy is the culmination of a
years-long saga for the New York-based company, whose sudden rise
and precipitous fall have captivated Wall Street and Silicon Valley
alike. The firm's undoing arguably started in 2019. In a matter of
months, the company went from planning an IPO to laying off
thousands and procuring a multi-billion-dollar bailout.
WeWork was never a conventional business — for a substantial
portion of its existence, it operated with a stated mission to
"elevate the world's consciousness." The spiritual ethos that
founder Adam Neumann and his wife, executive and co-founder Rebekah
Neumann, fostered sometimes made the enterprise look more like a
religion than a startup.
The company eventually went public in 2021 through a combination
with a special purpose acquisition company, two years after its
initially planned IPO. But that didn't stop WeWork from
hemorrhaging cash.
Read More: IWG Eyes WeWork Sites as Flexible Work Market Spoils
Appear
While WeWork reached a sweeping debt restructuring deal in early
2023, it quickly fell into trouble again. In August 2023, it said
that there was "substantial doubt" about its ability to continue
operating. Weeks later, it said it would renegotiate nearly all its
leases and withdraw from "underperforming" locations.
This time, it struck a restructuring agreement with creditors
representing roughly 92% of its secured notes, and said it would
streamline its rental portfolio of office space, according to the
company's statement.
Other shared office-space firms have also stumbled after the
pandemic upended working habits. Knotel Inc. and subsidiaries of
IWG Plc sought bankruptcy in 2021 and 2020, respectively. That's
often the only option for floundering companies with costly leases,
as US law enables insolvent firms to shed cumbersome contracts that
are hard to cancel otherwise.
The company said it intends to file recognition proceedings in
Canada, though its locations elsewhere are not part of the
bankruptcy process. Franchisees around the world are also not
affected, and it said it would continue servicing existing members,
vendors, partners and other stakeholders as part of ordinary
business.
About WeWork Inc.
New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a
global flexible workspace provider, serving a membership base of
businesses large and small through its network of 779 Systemwide
Locations, including 622 Consolidated Locations as of December
2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on
November 6, 2023. In its petition, WeWork Inc. reported $19
billion of liabilities and $15 billion of assets.
WEWORK INC: NYSE to Commence Delisting Proceedings
--------------------------------------------------
The New York Stock Exchange LLC on Nov. 7 disclosed that the staff
of NYSE Regulation has determined to commence proceedings to delist
the Class A common stock of WeWork Inc. (the "Company") -- ticker
symbol WE -- from the NYSE. Trading in the Company's Class A common
stock will be suspended immediately.
NYSE Regulation reached its decision that the Company is no longer
suitable for listing pursuant to Listed Company Manual Section
802.01D after the Company's November 7, 2023 disclosure on Form 8-K
filed with the Securities and Exchange Commission that the Company
has filed voluntary petitions to commence proceedings under Chapter
11 of title 11 of the United States Code in the United States
Bankruptcy Court for the District of New Jersey. In reaching its
delisting determination, NYSE Regulation noted that the Company has
entered into a restructuring support agreement with certain
stakeholders who have agreed, subject to certain terms and
conditions, to support a plan of reorganization provides that,
among other things, the Company's outstanding Class A common stock
would be cancelled, released, discharged, and extinguished upon
consummation of the plan, and holders thereof would not receive any
recovery.
The Company has a right to a review of this determination by a
Committee of the Board of Directors of the Exchange. The NYSE will
apply to the Securities and Exchange Commission to delist the
Company's Class A common stock upon completion of all applicable
procedures, including any appeal by the Company of the NYSE
Regulation staff's decision.
The bankruptcy filing by WeWork is sure to reverberate across U.S.
commercial real estate markets. The flexible office space company,
which was valued at $47 billion at its peak, has asked a bankruptcy
court judge to reject 69 commercial real-estate leases that are
underperforming, and it is seeking to renegotiate hundreds of other
leases. The ramifications will be felt by landlords, lenders --
banks and non-traditional lenders -- and investment funds, among
others.
Below are some thoughts on the WeWork bankruptcy potential effect
on the commercial real estate industry, provided by Ross Yustein,
chair of Kleinberg Kaplan’s Real Estate Department
* "WeWork is the largest corporate tenant in New York City,
leasing millions of square feet, which is more than the entire
office market of some cities. Its bankruptcy could put a lot of
increased pressure on the market, which already faces a high level
of vacancy and subleasing availability due to the post-pandemic
increase in remote and hybrid work."
* "WeWork is seeking to renegotiate the hundreds of leases that
it is not rejecting in its bankruptcy proceeding. Its landlords
will face a lot of pressure to make concessions given the amount of
space WeWork leases and the lack of demand to fill that space."
* "As WeWork negotiates with its landlords to lower its rents,
the landlords will have to factor in the effect on their loans.
The reduced rental income could cause the landlords to fail certain
financial covenants, to be unable to make debt service payments,
and to be unable to find refinancing when their debt matures, thus
triggering more distressed loans, which are already under increased
pressure from rising interest rates."
Mr. Ross represents a diverse group of clients, including owners,
operators, developers, lenders, borrowers, landlords, tenants and
investors in various transactions such as sales, acquisitions,
financings (permanent, construction, mezzanine and revolving),
leases, joint ventures and restructurings. He has also worked on a
substantial number of real estate bankruptcies and workouts.
About WeWork Inc.
New York, NY-based WeWork Inc. (NYSE: WE) -- http://wework.com/--
is a global flexible workspace provider, serving a membership base
of businesses large and small through its network of 779 Systemwide
Locations, including 622 Consolidated Locations as of December
2022.
WeWork reported a net loss of $2.29 billion for the year ended
Dec.31, 2022, a net loss of $4.63 billion for the year ended Dec.
31, 2021, a net loss of $3.83 billion in 2020, and a net loss of
$3.77 billion in 2019. As of Dec. 31, 2022, the Company had $17.86
billion in total assets, $21.31 billion in total liabilities, and a
total deficit of $3.43 billion.
The Debtors are represented by Kirkland & Ellis LLP (Edward
Sassower, Joshua Sussberg, Steven Serrejeddini, Ciara Foster,
Oliver Pare, Josh Greenblatt, Jimmy Ryan, Connor Casas, William
Arnault) and Cole Schotz PC (Michael Sirota, Warren Usatine, Felice
Yudkin, Ryan Jareck) as legal counsel, Alvarez & Marsal North
America LLC (Justin Schmaltz) as financial advisor, and PJT
Partners LP (Paul Sheaffer) as investment banker.
Softbank is represented by Weil Gotshal & Manges LLP (Gary Holtzer,
Gabriel Morgan, Kevin Bostel, Eric Einhorn) and Wollmuth Maher &
Deutsch LLP (Paul DeFilippo, James Lawlor, Steven Fitzgerald,
Joseph Pacelli) as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
WINDSOR TERRACE: Hires DJK Counsel Ltd. as Special Counsel
----------------------------------------------------------
Windsor Terrace Healthcare, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Central District of
California to employ DJK Counsel Ltd. as special corporate
counsel.
The firm will provide these services:
a. contract negotiation with vendors and service providers,
b. negotiation and documentation of agreements with
landlords,
c. corporate governance and
d. review and negotiation of financing needs and terms.
The firm will be paid at these rates:
Daniel Katz $705 per hour
Tory Junkins $565 per hour
Caroline Gil $440 per hour
Alisa Stephen $315 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm incurred fees and costs totaling $33,313.58 for legal
services provided to the Debtors prior to the commencement of the
Debtors' bankruptcy cases. Accordingly, the firm is a general
unsecured creditor of the Debtors in the collective sum of
$33,313.58.
The firm incurred fees and costs totaling $14,348.94 for legal
services from August 23, 2023 through September 14, 2023. The firm
has agreed to waive these Post Petition Fees and seeks its
employment effective as of September 15, 2023.
Dan Katz, a partner at DJK Counsel Ltd., 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:
Dan Katz
DJK Counsel Ltd.
1925 Century Par East, Suite 810
Los Angeles, CA 90067
Tel: (310) 734-5936
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.
[*] Burns & Levinson Attorneys Named to 2024 Lawdragon 500
----------------------------------------------------------
Burns & Levinson attorneys -- Caitlin Barrett, Alison Harrall, Mark
Manning, Chad Porter, Frank Segall, and Josef Volman -- have been
selected for inclusion in the 2024 Lawdragon 500 Leading Dealmakers
in America. According to Lawdragon, these lawyers create
"multibillion dollar mergers and other deals that change the course
of industries. They chart the fates of corporations and thousands
of employees in a heartbeat, working on a global scale with a
staggering level of complexity where success comes down to the
details of the deal."
Caitlin Barrett is a partner in the firm's Business Law Group,
where she advises financial institutions and corporate borrowers on
a broad range of commercial finance transactions, including
asset-based financings, acquisition financings and working capital
facilities of all sizes. She also advises purchasers and sellers in
the structuring and negotiation of mergers, acquisitions,
divestitures, and other general corporate matters. She has
represented companies in a variety of industries, including
consumer products, manufacturing, retail, and technology. She was
named to Boston Magazine's Top Corporate Lawyers List in 2022 and
2023. She received her J.D. from Northeastern University School of
Law (2009) and her B.S. from Georgetown University (2006).
Alison Harrall is a partner in the Corporate Group, where she
focuses her practice on a broad range of transactional matters
including mergers and acquisitions, private equity, venture capital
financing, and debt and equity financing. She represents
middle-market and emerging growth companies across various
industries including manufacturing, technology, health care,
accounting, retail, and engineering through all stages of their
life cycle. She works with venture capital funds, private equity
funds, and financial institutions, and with both lenders and
borrowers on a variety of commercial finance transactions. She
received her J.D., magna cum laude, from Roger Williams University
(2008) and her B.B.A., cum laude, from the University of
Massachusetts, Amherst (2002).
Mark Manning is a partner in the Corporate Group, where he
concentrates his practice on middle market mergers and acquisitions
and growth capital. He facilitates M&A deals across a wide variety
of industry sectors for buyers and sellers, in addition to
negotiating growth capital financings on behalf of emerging
business and capital sources. Manning is a member of the firm's
Executive Committee, serves as the firm's hiring partner, and is a
member of multiple internal committees steering the future of the
firm, including its DEI Board. He received his J.D. from Boston
University School of Law (1991) and his B.S., with distinction,
from Clarkson University (1988).
Chad Porter is vice-chair of the firm's Finance Group, where he
handles a wide range of mergers and acquisitions, commercial
financing arrangements, and private equity and investment
transactions. He has over 20 years of experience helping clients
navigate the complex ins-and-outs of middle market deals to achieve
their desired results and drive deals over the finish line. Porter
received his J.D. from Boston University School of Law (2001) and
his B.S., magna cum laude, from Southern New Hampshire University
(1998).
Frank A. Segall is chair of the Business Law Group, Finance Group,
and Cannabis Business & Law Advisory Group. With a strong
background in finance and business operations, Segall has
negotiated complex business deals from several million dollars to
$1 billion, including mergers, acquisitions, sales, syndications,
loans, restructuring, bankruptcies, and equity investments. He is
industry agnostic but has deep expertise across sectors such as
manufacturing, distribution, technology, transportation, and
retail. He is also nationally renowned for his pioneering deal work
in the cannabis industry and was one of the first prominent
corporate lawyers to enter the cannabis industry over a decade ago.
Segall is a member of the firm's Executive Committee. In 2022, he
was named a "Go To Business Transaction Lawyer" by Massachusetts
Lawyers Weekly and a "Cannabis MVP of the Year" by Law360, a few of
many other industry awards. He received his J.D. from Columbia
University (1984) and his B.A., cum laude, from Brandeis University
(1981).
Joe Volman is the co-chair of the firm's Business Law Group, where
he focuses his practice on representing entrepreneurs and
investors, startup and emerging companies, and PE/VC funds through
all phases of the investment and exit process on both the sell and
buy sides of M&A transactions. He has deep experience in the
technology (particularly SaaS and fintech companies), business
services, professional services, consumer businesses, life
sciences, manufacturing, logistics, healthcare, sports,
food/beverage, and hospitality industries. Volman utilizes his vast
network to help clients source deals and raise capital to drive
growth and maximize returns on their investments. He has been
ranked in The Best Lawyers in America for the past 11 years and was
named 2024 "Lawyer of the Year" for Business Organizations
(Boston), among other prestigious awards. Volman received his J.D.
from the University of Connecticut School of Law (1991) and his
B.A. from Tufts University.
About Burns & Levinson
Burns & Levinson -- http://www.burnslev.com/-- provides
high-level, client-centric and results-oriented legal services to
our regional, national and international clients. It is a
full-service law firm with 125 lawyers in Boston, Providence and
London. Its areas of expertise include: business/finance, business
litigation, divorce/family law, venture capital/emerging companies,
employment, estate planning, government investigations,
intellectual property, M&A/private equity, probate/trust
litigation, and real estate.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Matthew Stephen Willes
Bankr. D. Ariz. Case No. 23-07790
Chapter 11 Petition filed October 31, 2023
represented by: Joseph Urtuzuastegui, Esq.
In re Wagner A. Lemus
Bankr. C.D. Cal. Case No. 23-15118
Chapter 11 Petition filed October 31, 2023
represented by: D. Hays, Esq.
In re Andrea Lanette Ruth
Bankr. N.D. Cal. Case No. 23-30745
Chapter 11 Petition filed October 31, 2023
In re PDG Holdings One, LLC
Bankr. N.D. Cal. Case No. 23-30744
Chapter 11 Petition filed October 31, 2023
See
https://www.pacermonitor.com/view/H26UM3Y/PDG_Holdings_One_LLC__canbke-23-30744__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Precision Splicing LLC
Bankr. D. Colo. Case No. 23-15037
Chapter 11 Petition filed October 31, 2023
See
https://www.pacermonitor.com/view/OUP2BDA/Precision_Splicing_LLC__cobke-23-15037__0001.0.pdf?mcid=tGE4TAMA
represented by: Joli A. Lofstedt, Esq.
ONSAGER | FLETCHER | JOHNSON | PALMER LLC
E-mail: joli@OFJlaw.com
In re Winters Run Condominium Association, Inc.
Bankr. D. Conn. Case No. 23-30836
Chapter 11 Petition filed October 31, 2023
See
https://www.pacermonitor.com/view/W2G4ILI/Winters_Run_Condominium_Association__ctbke-23-30836__0001.0.pdf?mcid=tGE4TAMA
represented by: Gregory F. Arcaro, Esq.
ADVANCED BANKRUPTCY LEGAL SERVICES OF
CONNECTICUT
E-mail: garcaro@grafsteinlaw.com
In re CIAOBABYONMAIN LLC
Bankr. N.D. Ill. Case No. 23-14640
Chapter 11 Petition filed October 31, 2023
See
https://www.pacermonitor.com/view/2RWWN7A/CIAOBABYONMAIN_LLC__ilnbke-23-14640__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard N. Golding, Esq.
THE GOLDING LAW OFFICES, P.C.
E-mail: rgolding@goldinglaw.net
In re Freeman Villa LLC
Bankr. E.D.N.Y. Case No. 23-74049
Chapter 11 Petition filed October 31, 2023
See
https://www.pacermonitor.com/view/NODZTVI/Freeman_Villa_LLC__nyebke-23-74049__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Susan H. Arensherg
Bankr. S.D.N.Y. Case No. 23-11740
Chapter 11 Petition filed October 31, 2023
represented by: Albert Barkey, Esq.
In re Royalties Event Center LLC
Bankr. M.D. Tenn. Case No. 23-04000
Chapter 11 Petition filed October 31, 2023
See
https://www.pacermonitor.com/view/HDZZAFY/ROYALTIES_EVENT_CENTER_LLC__tnmbke-23-04000__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Starr Cleaning Services, LLC
Bankr. D. Ariz. Case No. 23-07844
Chapter 11 Petition filed November 1, 2023
See
https://www.pacermonitor.com/view/QURYT3I/STARR_CLEANING_SERVICES_LLC__azbke-23-07844__0001.0.pdf?mcid=tGE4TAMA
represented by: Allan D. NewDelman, Esq.
ALLAN D. NEWDELMAN, P.C.
E-mail: anewdelman@adnlaw.net
In re KRW Holdings LLC
Bankr. N.D. Ga. Case No. 23-60773
Chapter 11 Petition filed November 1, 2023
See
https://www.pacermonitor.com/view/2IUE5GI/KRW_Holdings_LLC__ganbke-23-60773__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re David Kent Chaplin
Bankr. E.D. Mich. Case No. 23-49636
Chapter 11 Petition filed November 1, 2023
In re Attashian Enterprises, LLC
Bankr. D. Nev. Case No. 23-50818
Chapter 11 Petition filed November 1, 2023
See
https://www.pacermonitor.com/view/P3W5CQQ/ATTASHIAN_ENTERPRISES_LLC__nvbke-23-50818__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
E-mail: kevin@darbylawpractice.com
In re Adelante Fitness, LLC
Bankr. D.N.J. Case No. 23-19741
Chapter 11 Petition filed November 1, 2023
See
https://www.pacermonitor.com/view/ZSBV54I/Adelante_Fitness_LLC__njbke-23-19741__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian G Hannon, Esq.
NORGAARD OBOYLE HANNON
E-mail: bhannon@norgaardfirm.com
In re Michael V. Adelante
Bankr. D.N.J. Case No. 23-19750
Chapter 11 Petition filed November 1, 2023
represented by: Brian Hannon, Esq.
In re Pinkfridge LLC
Bankr. E.D.N.C. Case No. 23-03163
Chapter 11 Petition filed November 1, 2023
See
https://www.pacermonitor.com/view/IT7WEFA/Pinkfridge_LLC__ncebke-23-03163__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re PPWC Enterprises, Inc.
Bankr. N.D. Ohio Case No. 23-51524
Chapter 11 Petition filed November 1, 2023
See
https://www.pacermonitor.com/view/N4PRDFA/PPWC_Enterprises_Inc__ohnbke-23-51524__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven J. Heimberger, Esq.
RODERICK LINTON BELFANCE LLP
E-mail: sheimberger@rlbllp.com
In re Gries & Associates, LLC
Bankr. S.D. Tex. Case No. 23-34224
Chapter 11 Petition filed November 1, 2023
See
https://www.pacermonitor.com/view/OEOEXTI/Gries__Associates_LLC__txsbke-23-34224__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert C Lane, Esq.
THE LANE LAW FIRM
E-mail: notifications@lanelaw.com
In re Jawed Development LLC
Bankr. E.D. Va. Case No. 23-11793
Chapter 11 Petition filed November 1, 2023
See
https://www.pacermonitor.com/view/63VJETQ/Jawed_Development_LLC__vaebke-23-11793__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Pax Therapy and Family Services, Inc.
Bankr. C.D. Cal. Case No. 23-17284
Chapter 11 Petition filed November 2, 2023
See
https://www.pacermonitor.com/view/CNPJ6RY/Pax_Therapy_and_Family_Services__cacbke-23-17284__0001.0.pdf?mcid=tGE4TAMA
represented by: David B. Zolkin, Esq.
WEINTRAUB ZOLKIN TALERICO & SEITH LLP
E-mail: dzolkin@wztslaw.com
In re Capsity, Inc.
Bankr. E.D. Cal. Case No. 23-23940
Chapter 11 Petition filed November 2, 2023
See
https://www.pacermonitor.com/view/SJYEN4I/Capsity_Inc__caebke-23-23940__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Art of Granite Counter Tops Inc.
Bankr. M.D. Fla. Case No. 23-02706
Chapter 11 Petition filed November 2, 2023
See
https://www.pacermonitor.com/view/PIZLUPY/Art_of_Granite_Counter_Tops_Inc__flmbke-23-02706__0001.0.pdf?mcid=tGE4TAMA
represented by: Donald M. DuFresne, Esq.
PARKER & DUFRESNE, P.A
E-mail: bankruptcy@jaxlawcenter.com
In re BMI Motors, Inc.
Bankr. M.D. Fla. Case No. 23-04659
Chapter 11 Petition filed November 2, 2023
See
https://www.pacermonitor.com/view/ZRPHJAI/BMI_Motors_Inc__flmbke-23-04659__0001.0.pdf?mcid=tGE4TAMA
represented by: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
E-mail: dvelasquez@lathamluna.com
In re Caba Investments LLC
Bankr. M.D. Fla. Case No. 23-04660
Chapter 11 Petition filed November 2, 2023
See
https://www.pacermonitor.com/view/Z5KMHMY/Caba_Investments_LLC__flmbke-23-04660__0001.0.pdf?mcid=tGE4TAMA
represented by: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
E-mail: dvelasquez@lathamluna.com
In re Eris Harmonia LLC
Bankr. M.D. Fla. Case No. 23-04971
Chapter 11 Petition filed November 2, 2023
See
https://www.pacermonitor.com/view/WFGBN4Y/Eris_Harmonia_LLC__flmbke-23-04971__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re East Wind Snack Corp
Bankr. E.D.N.Y. Case No. 23-44025
Chapter 11 Petition filed November 2, 2023
See
https://www.pacermonitor.com/view/AXO7ADI/East_Wind_Snack_Corp__nyebke-23-44025__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael D. Siegel, Esq.
SIEGEL & SIEGEL, P.C.
E-mail: sieglaw@optonline.net
In re Brandi Lynn Bruno
Bankr. N.D. Tex. Case No. 23-32530
Chapter 11 Petition filed November 2, 2023
represented by: Sarah Cox, Esq.
In re The O.C. Laser, LLC
Bankr. D. Ariz. Case No. 23-07924
Chapter 11 Petition filed November 3, 2023
See
https://www.pacermonitor.com/view/77V4P7I/THE_OC_LASER_LLC__azbke-23-07924__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Ace Restoration & Construction Inc
Bankr. C.D. Cal. Case No. 23-15170
Chapter 11 Petition filed November 3, 2023
See
https://www.pacermonitor.com/view/U6XBW4Q/Ace_Restoration__Construction__cacbke-23-15170__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc C. Forsythe, Esq.
GOE FORSYTHE & HODGES LLP
E-mail: mforsythe@goeforlaw.com
In re H&B Auto Repair, Inc.
Bankr. N.D. Cal. Case No. 23-41452
Chapter 11 Petition filed November 3, 2023
See
https://www.pacermonitor.com/view/X4Z5WVY/HB_Auto_Repair_Inc__canbke-23-41452__0001.0.pdf?mcid=tGE4TAMA
represented by: Lars Fuller, Esq.
THE FULLER LAW FIRM PC
E-mail: admin@fullerlawfirm.net
In re City Eats, LLC
Bankr. N.D. Ga. Case No. 23-60884
Chapter 11 Petition filed November 3, 2023
See
https://www.pacermonitor.com/view/6MYDIGA/City_Eats_LLC__ganbke-23-60884__0001.0.pdf?mcid=tGE4TAMA
represented by: Charles N. Kelley, Jr., Esq.
KELLEY & CLEMENTS LLP
E-mail: ckelley@kelleyclements.com
In re Landwave Holdings, LLC
Bankr. N.D. Ill. Case No. 23-14829
Chapter 11 Petition filed November 3, 2023
See
https://www.pacermonitor.com/view/B3MV2EQ/Landwave_Holdings_LLC__ilnbke-23-14829__0001.0.pdf?mcid=tGE4TAMA
represented by: Karen Porter, Esq.
PORTER LAW NETWORK
E-mail: porterlawnetwork@gmail.com
In re Groundswell MMA, LLC
Bankr. D. Md. Case No. 23-17981
Chapter 11 Petition filed November 3, 2023
See
https://www.pacermonitor.com/view/UMVWEMI/Groundswell_MMA_LLC__mdbke-23-17981__0001.0.pdf?mcid=tGE4TAMA
represented by: Dennis J. Shaffer, Esq.
WHITEFORD, TAYLOR & PRESTON, L.L.P.
E-mail: dshaffer@whitefordlaw.com
In re Tight Ends Sports Bar & Grill, LLC
Bankr. E.D. Tex. Case No. 23-42104
Chapter 11 Petition filed November 3, 2023
See
https://www.pacermonitor.com/view/5WF556I/Tight_Ends_Sports_Bar__Grill__txebke-23-42104__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeff Carruth, Esq.
WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
E-mail: jcarruth@wkpz.com
In re Lawrence C. Royer, Sr.
Bankr. D. Vermont Case No. 23-10185
Chapter 11 Petition filed November 4, 2023
represented by: Michael Fisher, Esq.
In re Kevin Moon
Bankr. N.D. Ala. Case No. 23-41250
Chapter 11 Petition filed November 6, 2023
represented by: Harvey Campbell, Esq.
In re B. Griffith Roofing, Inc.
Bankr. M.D. Fla. Case No. 23-05000
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/BLIYSPA/B_Griffith_Roofing_Inc__flmbke-23-05000__0001.0.pdf?mcid=tGE4TAMA
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: All@tampaesq.com
In re EVinfinite, LLC
Bankr. M.D. Ga. Case No. 23-11008
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/6XCF7QQ/EVinfinite_LLC__gambke-23-11008__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re JDC Development Group, LLC
Bankr. N.D. Ga. Case No. 23-60966
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/PMPTNUY/JDC_Development_Group_LLC__ganbke-23-60966__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Elite Partners Inc.
Bankr. N.D. Ga. Case No. 23-60988
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/DXJJW3Y/Elite_Partners_Inc__ganbke-23-60988__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 134 South Walnut Street, LLC
Bankr. D. Mass. Case No. 23-11823
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/TBAA5DQ/134_South_Walnut_Street_LLC__mabke-23-11823__0001.0.pdf?mcid=tGE4TAMA
represented by: D. Ethan Jeffery, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
In re Strong Cleaning, Inc.
Bankr. D. Neb. Case No. 23-41047
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/HGZX6YQ/Strong_Cleaning_Inc__nebke-23-41047__0001.0.pdf?mcid=tGE4TAMA
represented by: John A. Lentz, Esq.
LENTZ LAW, PC, LLO
E-mail: john@johnlentz.com
In re Koro Koro I Inc.
Bankr. D.N.J. Case No. 23-19862
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/ZUOAMLY/Koro_Koro_I_Inc__njbke-23-19862__0001.0.pdf?mcid=tGE4TAMA
represented by: Melinda D. Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
E-mail:
middlebrooks@middlebrooksshapiro.com
In re Pelican Point Commons Town Homes, LLC
Bankr. E.D.N.C. Case No. 23-03221
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/GNYS6HA/Pelican_Point_Commons_Town_Homes__ncebke-23-03221__0001.0.pdf?mcid=tGE4TAMA
represented by: JM Cook, Esq.
J.M. COOK, P.A.
E-mail: j.m.cook@jmcookesq.com
In re HO1KB North LLC
Bankr. W.D. Pa. Case No. 23-22390
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/FOZLXLI/HO1KB_North_LLC__pawbke-23-22390__0001.0.pdf?mcid=tGE4TAMA
represented by: Lawrence W Willis, Esq.
WILLIS & ASSOCIATES
E-mail: lawrencew@urfreshstrt.com
In re A Plus Wireless LLC
Bankr. N.D. Tex. Case No. 23-43386
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/FSO7NCQ/A_Plus_Wireless_LLC__txnbke-23-43386__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Chae No
Bankr. N.D. Tex. Case No. 23-32576
Chapter 11 Petition filed November 6, 2023
represented by: Sue Dugan, Esq.
In re Ivy Kwok
Bankr. S.D. Tex. Case No. 23-34297
Chapter 11 Petition filed November 6, 2023
represented by: Susan Tran Adams, Esq.
In re Timothy Lynn Love
Bankr. S.D. Tex. Case No. 23-34307
Chapter 11 Petition filed November 6, 2023
represented by: Terri Hanniable, Esq.
In re Black Acres Ranch
Bankr. S.D. Tex. Case No. 23-34333
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/Y6ILTOA/Black_Acres_Ranch__txsbke-23-34333__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Straight-Up Properties LLC
Bankr. W.D. Wash. Case No. 23-12155
Chapter 11 Petition filed November 6, 2023
See
https://www.pacermonitor.com/view/IEDVDMI/Straight-Up_Properties_LLC__wawbke-23-12155__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
*********
Monday's edition of the TCR delivers a list of indicative prices
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