/raid1/www/Hosts/bankrupt/TCR_Public/231117.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, November 17, 2023, Vol. 27, No. 320
Headlines
2303 AVE LLC: Voluntary Chapter 11 Case Summary
3OE SCIENTIFIC: Seeks to Hire Hester Baker Krebs as Legal Counsel
4011- 4099 NW 34TH: Case Summary & One Unsecured Creditor
4452 BROADWAY MAZAL: Voluntary Chapter 11 Case Summary
4E BRANDS: Jackson Walker Pushed to Repay Fees
500 SUMMIT AVENUE: Voluntary Chapter 11 Case Summary
99 CENTS ONLY: Moody's Cuts CFR to Caa3 & Sr. Secured Notes to Ca
AERKOMM INC: Incurs $1.4 Million Net Loss in Second Quarter
AGWAY FARM: Court Approves and Confirms Plan
AGWAY FARM: Court Confirms Chapter 11 Plan
AIR METHODS: Dec. 6 Hearing on Plan and Disclosures
ALLERGY & ASTHMA: No Decline in Patient Care, 2nd PCO Report Says
AMERICAN AIRLINES: Fitch Assigns 'BB-' Rating on New Secured Debt
AMERICAN SCREENING: Court Approves Disclosure Statement
AN GLOBAL: Seeks Approval to Hire BDO USA as Tax Advisor
APPALACHIAN VALLEY: Targeting January Plan Confirmation
ARCHBISHOP OF BALTIMORE: Committee Hires Stinson LLP as Counsel
ARCHBISHOP OF BALTIMORE: Committee Hires Tydings as Local Counsel
ART OF GRANITE: Seeks to Hire Parker & DuFresne as Legal Counsel
AUGUST LILLY: Court Confirms Chapter 11 Plan
AVAYA LLC: Moody's Assigns Caa1 CFR Following Bankruptcy Emergence
AVIS BUDGET: Moody's Rates New Senior Unsecured Notes 'B1'
B. GRIFFITH ROOFING: Seeks to Hire Buddy Ford as Legal Counsel
BENITAGO INC: Gets Court Okay to Use Cash Collateral in Chapter 11
BIG BOY TOYS: Unsecured Creditors to Split $130K over 5 Years
BLOCKFI INC: Exits Chapter 11 Bankruptcy Protection
BLUE DOLPHIN: Tartan Oil Terminates Crude Supply Agreement
BOB ELLIOTT'S: Seeks to Hire Yip Associates as Accountant
BROIT BUILDERS: Amends Plan to Include Several Secured Claims
BROOKFIELD WEC: Fitch Hikes LongTerm IDRs to 'B+', Outlook Stable
CACTUS LAND: Taps Shapiro, Blasi, Wasserman & Hermann as Counsel
CARVANA CO: Moody's Rates New Senior Secured Global Notes 'Ca'
CELSIUS NETWORK: NY Judge Urges SEC to Weigh Restart Plan Quickly
CENTERPOINT PRODUCTIONS: Continued Operations to Fund Plan
COLORADO FOOD: Seeks Approval to Hire SMC Company as Accountant
COMPREHENSIVE PAIN: Quality of Care Maintained, 2nd PCO Report Says
CONTINENTAL AMERICAN: Hires Mid American as Financial Consultant
CORE SCIENTIFIC: Enters Plan Deal With Noteholders
CROOM PROPERTIES: Seeks to Hire Bonnette Auction Co. as Auctioneer
CYTODYN INC: New Directors, Exec Pay OK'd at Annual Meeting
D&S ENTERPRISES: Taps Silverang, Rosenzweig & Haltzman as Counsel
DELCATH SYSTEMS: Incurs $20.3 Million Net Loss in Third Quarter
DENTAL EXPRESSION: Unsecureds to Get 20% Dividend in Plan
DIOCESE OF NORWICH: Unsecureds Unimpaired in Plan
DIOCESE OF ROCHESTER: Seeks Approval of Disclosure Statement
DUCKWORTH LLC: Unsecureds Will Get 10% of Claims over 60 Months
EIG MANAGEMENT: Moody's Alters Outlook on 'Ba2' CFR to Negative
EVOLUTION MICRO: Continued Operation to Fund Plan
FREEMAN TRANSIT: Taps Caddell Reynolds Law Firm as Counsel
FRONTLINE MACHINING: Seeks to Hire the Bisom Law Group as Counsel
FTX GROUP: Approved to Pay Legal Fees for Non-US Creditor Group
GLOBAL PROCESSING: Trustee Taps Wandro & Associates as Counsel
GOLD STAR EXPRESS: Case Summary & 20 Largest Unsecured Creditors
GRIES & ASSOCIATES: Hires Lane Law Firm PLLC as Counsel
GRIFFON GANSEVOORT: Taps Backenroth Frankel & Krinsky as Counsel
GULF FINANCE: Moody's Alters Outlook on 'B3' CFR to Positive
GWG HOLDINGS: Watchdog Investigates Jackson Walker Fees
HARRIS ENERGY: Unsecureds Owed $600K Get 100% Plus 2.5% Interest
HB FULLER: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
HEALY CHIROPRACTIC: Seeks to Hire BransonLaw as Bankruptcy Counsel
HELIX ENERGY: Moody's Gives 'Ba3' CFR, Outlook Stable
HELIX ENERGY:S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
HIGH VALLEY: Hires Gibson Dunn & Crutcher as Special Counsel
HOBBS WOOD: Targeting January Plan Confirmation
I & J LIQUOR: Hires Robert Bassel as Legal Counsel
IMEDIA BRANDS: Unsecureds to Get 0% to 2% Under Plan
INSTRUCTURE HOLDINGS: Fitch Lowers IDR to 'BB-', Outlook Stable
INTELIGLAS CORPORATION: Unsecureds to Get Share of Income for 3 Yrs
IRVIN AUTOMOTIVE: Unsecureds to Get Share of Income for 36 Months
JAM PIZZA: Hires Orville & McDonald Law as Counsel
JOSEPH P. FUSCO: Taps Goldfine & Company CPA as Accountant
JOSEPH P. FUSCO: Taps Weinberg Gross & Pergament as Legal Counsel
KAREN LANDSCAPING: Gets OK to Hire Rountree as Bankruptcy Counsel
KORO KORO: Seeks to Tap Middlebrooks Shapiro as Bankruptcy Counsel
LAKEVIEW ELECTRICAL: Unsecureds Owed $87K to Get Full Payment
LEGACY-XSPIRE: Hires Fox Rothschild as Special Counsel
LIGADO NETWORKS: Reportedly Has Jan. 15 Forberance Extension
LIVINGSTON TOWNSHIP: Seeks to Hire Eileen Shaffer as Legal Counsel
LIVINGSTON TOWNSHIP: Seeks to Hire Steven H. Smith as Legal Counsel
LIVINGSTON TOWNSHIP: Seeks to Hire The Rollins Law Firm as Counsel
LSRM PROPERTY: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel
MALLINCKRODT PLC: S&P Ups ICR to 'B+' on Emergence From Bankruptcy
MARAVAI INTERMEDIATE: Moody's Cuts CFR & 1st Lien Loans to B2
MAVERLY INVESTOR: Voluntary Chapter 11 Case Summary
MEDIAMATH HOLDINGS: Seeks to Hire Latham & Watkins as Tax Counsel
METROPOLITAN BREWING: Hits Chapter 11 Bankruptcy Protection
MINIM INC: Incurs $5.6 Million Net Loss in Second Quarter
MIRACLE HILL: Seeks to Hire Gibson Kohl as Litigation Counsel
MOBILEUM INC: Lenders Hire Milbank Amid Accounting Issues
MOLEKULE GROUP: 140 Partners Says Disclosure Inadequate
MORAN FOODS: S&P Downgrades ICR to 'SD' on Distressed Exchange
MVK FARMCO: Hires Houlihan Lokey as Investment Banker
MVK FARMCO: Hires Kirkland & Ellis LLP as Counsel
MVK FARMCO: Hires Mr. Boken of AlixPartners LLP as CEO
MVK FARMCO: Hires Riveron Management to Provide CFO
MVK FARMCO: Hires Stretto Inc. as Administrative Advisor
MVK FARMCO: Seeks to Hire KPMG LLP as Tax Consultant
MY THREE AMIGOS: Gets OK to Tap Launch Powered by Compass
NABORS INDUSTRIES: S&P Rates New $550MM Sr. Guaranteed Notes 'B-'
NASHVILLE SENIOR: No Resident Complaints, PCO Report Says
NEW JERSEY VISION: PCO Submits First Report
NIC ACQUISITION: Moody's Cuts CFR & First Lien Term Loans to Caa2
NOBLE HEALTH II: Unsecureds to Get $4K Quarterly for 12 Quarters
NOBLE HEALTH: Unsecureds to Get $2K Quarterly for 12 Quarters
NORTHERN DELIGHT: Hires Jeffrey C. Alandt as Counsel
OCEANVIEW DEVELOPMENT: Seeks to Hire Choi & Ito as Legal Counsel
OMNIQ CORP: Incurs $4.3 Million Net Loss in Third Quarter
ORIGINAL MONTANA: Hires Patten Peterman as Counsel
PARK-OHIO INDUSTRIES: Moody's Upgrades CFR to B2, Outlook Stable
PAX THERAPY: Taps Weintraub Zolkin Talerico & Selth as Counsel
PEOPLE WHO CARE: Hires Orantes Law Firm as Counsel
PONTOON BREWING: Case Summary & 20 Largest Unsecured Creditors
PR BROOKLYN: Voluntary Chapter 11 Case Summary
PREMIER KINGS: Hires Raymond James as Investment Banker
PROS HOLDINGS: Appoints Cynthia Johnson to Board of Directors
QUALITY IRON: Files Emergency Bid to Use Cash Collateral
RIZOV CORP: Hires Modestas Law Offices as Bankruptcy Counsel
RMCNV HOLDINGS: Case Summary & 10 Unsecured Creditors
ROBERT P. OBREGON: Hires Gabriel Liberman as Legal Counsel
ROCKHOUSE LIVE: Files Emergency Bid to Use Cash Collateral
ROYALE ENERGY: Incurs $471K Net Loss in Third Quarter
SAFE ELECTRIC: Amends Ally Bank Secured Claims Pay Details
SIENTRA INC: Incurs $14.8 Million Net Loss in Third Quarter
SIRIUS XM: Moody's Affirms 'Ba3' CFR on Liberty Media Transaction
SONOMA PHARMACEUTICALS: Incurs $1.5 Million Net Loss in 2nd Quarter
SOUTHERN BELL: Gets OK to Hire Turner Legal Group LLC as Counsel
SOUTHERN BELL: Gets OK to Tap Nebraska Realty as Real Estate Agent
SOUTHERN LAND: Hires Lefkovitz & Lefkovitz PLLC as Counsel
STERICYCLE INC: Fitch Alters Outlook on BB LongTerm IDR to Positive
TANNER CONSTRUCTION: Unsecureds to Get 3.21 Cents on Dollar in Plan
TEGNA INC: Has $325MM Share Repurchase Deal with JPMorgan
TEHUM CARE: Convenience Claims to Get Full Payment
TWILIGHT HAVEN: No Resident Complaints, 1st PCO Report Says
ULTRA SEAL: Court Confirms Amended Plan
VECTOR ESCAPES: Unsecureds Will Get 5 Cents on Dollar in Plan
VERDE BUILDING: Gets OK to Hire Michael Bowers as Accountant
VERDE BUILDING: Gets OK to Tap Essex Richards as Bankruptcy Counsel
VERDE BUILDING: Hits Chapter 11 Bankruptcy
VMR CONTRACTORS: Gets OK to Hire O. Allan Fridman as Legal Counsel
WATER GREMLIN: Files for Chapter 11 Bankruptcy Protection
WATER GREMLIN: Hires Intrepid Investment as Investment Banker
WEWORK INC: Faces Delisting from NYSE Amid Chapter 11 Filing
WYNN RESORTS: S&P Upgrades ICR to 'BB-' on Macao Recovery
ZHANG MEDICAL: No Patient Care Concern, 2nd PCO Report Says
ZYMERGEN INC: Hires Wilmer Cutler as Special Counsel
[] Chapter 11 Filings Rise 61% from January to September
[^] BOOK REVIEW: Taking Charge
*********
2303 AVE LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 2303 Ave LLC
2303 Avenue D
Brooklyn, NY 11226
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: November 15, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-44185
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Nigel E. Blackman, Esq.
EASTBROOK LEGAL GROUP
757 Third Ave, 20th FL
New York, NY 10017
Tel: 718-576-1646
E-mail: nigel.blackman@eastbrooklegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lesmore Willis 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/IGPSTCY/2303_Ave_LLC__nyebke-23-44185__0001.0.pdf?mcid=tGE4TAMA
3OE SCIENTIFIC: Seeks to Hire Hester Baker Krebs as Legal Counsel
-----------------------------------------------------------------
3OE Scientific, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ Hester Baker Krebs,
LLC as its legal counsel.
The Debtor requires legal counsel to:
(a) take necessary or appropriate actions to protect and
preserve the Debtor's estate;
(b) prepare legal papers;
(c) advise, represent, and prepare necessary documentation and
pleadings regarding debt restructuring, statutory bankruptcy
issues, post-petition financing, real estate, business and
commercial litigation, tax, and, as applicable, asset
dispositions;
(d) counsel the Debtor with regard to its rights and
obligations and its powers and duties in the continued management
and operations of its business and properties;
(e) take necessary or appropriate actions in connection with a
plan or plans of reorganization and related disclosure statement
and all related documents; and
(f) act as general bankruptcy counsel for the Debtor and
perform all other necessary or appropriate legal services in
connection with the Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Jeffrey H. Hester, Member $425
David R. Krebs, Member $425
John A. Allman, Member $395
Marsha Hetser, Paralegal $190
Donna Adams, Paralegal $190
Tricia Hignight, Paralegal $190
Prior to the filing date, the Debtor paid the firm an initial
retainer in the amount of $21,738. On the petition date, the firm
had a remaining balance of $12,837.50.
Jeffrey Hester, Esq., an attorney at Hester Baker Krebs, 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:
Jeffrey M. Hester, Esq.
Hester Baker Krebs LLC
One Indiana Sq. Suite 1330
Indianapolis IN 46204
Telephone: (317) 833-3030
Email: jhester@hnkfirm.com
About 3OE Scientific
3OE Scientific, LLC, a manufacturer of medical equipment and
supplies in Carmel, Ind., filed a voluntary petition for Chapter 11
protection (Bankr. W.D. Mo. Case No. 23-04918) on Nov. 3, 2023. In
the petition signed by its chief executive officer, Thomas F.
Foust, the Debtor disclosed up to $500,000 in assets and up to $10
million in liabilities.
Judge James M. Carr oversees the case.
Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC serves as the
Debtor's legal counsel.
4011- 4099 NW 34TH: Case Summary & One Unsecured Creditor
---------------------------------------------------------
Debtor: 4011- 4099 NW 34th Street LLC
16051 Collins Ave Apt 2702
Sunny Isles Beach, FL 33160
Case No.: 23-19421
Business Description: The Debtor is the owner of real property
located at 4011-4090 NW 34th Street,
Lauderhill, FL valued at $2 million.
Chapter 11 Petition Date: November 16, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Judge: Hon. Corali Lopez-Castro
Debtor's Counsel: Christian Somodevilla, Esq.
LSS LAW
2 S Biscayne Blvd #2200
Miami, FL 33131
Tel: (305) 894-6163
Email: cs@lss.law
Total Assets: $2,054,566
Total Liabilities: $590,001
The petition was signed by Jose Gaspard Morell as authorized
officer.
The Debtor listed Annesser Armenteros PLLC as its sole unsecured
creditor holding a claim of $1.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Q763FDQ/4011-_4099_NW_34th_Street_LLC__flsbke-23-19421__0001.0.pdf?mcid=tGE4TAMA
4452 BROADWAY MAZAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: 4452 Broadway Mazal LLC
345 Seventh Avenue
Attn: Nir Amsel
New York, NY 10001
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: November 16, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-11832
Judge: Hon. Lisa G. Beckerman
Debtor's Counsel: Fred B. Ringel, Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Nir Amsel as authorized signatory.
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/FFEM7XQ/4452_BROADWAY_MAZAL_LLC__nysbke-23-11832__0001.0.pdf?mcid=tGE4TAMA
4E BRANDS: Jackson Walker Pushed to Repay Fees
----------------------------------------------
Personal injury claimants in the Chapter 11 case of
Kimberly-Clark-affiliated hand sanitizer company 4E Brands
Northamerica have asked a Texas court to disgorge fees paid to the
debtor's law firm because one of its former attorneys was involved
in an undisclosed personal relationship with a bankruptcy judge in
the district.
As previously reported, U.S. bankruptcy Judge David Jones in
Houston resigned after a federal appeals court opened an ethics
probe spurred by a previously undisclosed romantic relationship
with an attorney whose firm had cases before his court, ending his
tenure as the busiest bankruptcy judge in the U.S. The New
Orleans-based 5th U.S. Circuit Court of Appeals issued a formal
misconduct complaint against Jones early October 2023, after the
judge revealed he has been in a years-long romantic relationship
and shared a home with bankruptcy attorney Elizabeth Freeman. Ms.
Freeman was a bankruptcy partner at Jackson Walker in its
Bankruptcy, Restructuring & Recovery section from 2017 through
December 2022.
In a filing on Oct. 27, 2023, Barry Green as Wrongful Death
Representative of the Estate of Joshua Maestas, and Carolina
Maestas, general unsecured creditors of the estate, asked the
Bankruptcy Court to to vacate the order of employment in the
Chapter 11 case of 4E Brands, vacate all orders awarding fees to
Jackson Walker, award sanctions and attorney fees, as well as all
additional relief that the movants may show themselves entitled
to.
According to the Movants, the intentional failure to comply with
the disclosure requirements of the Bankruptcy Code and the
Bankruptcy Rules mandates vacating the employment order, the orders
approving fees and the disgorgement of all fees received by Jackson
Walker. Sanctions would also be warranted for any intentional or
knowing non-disclosure.
On Nov. 3, 2023, Kevin Epstein, United States Trustee for Region 7,
filed a motion for relief under Rule 60(b)(6) from any orders
approving any applications for compensation and reimbursement of
expenses filed by Jackson Walker LLP because compelling reasons
justify relief.
"The bankruptcy system was significantly compromised in this and
other bankruptcy cases by an undisclosed intimate relationship
between Judge David R. Jones and Elizabeth Freeman -- a partner
(now former) at Jackson Walker. Judge Jones's secret relationship
with Ms. Freeman created an unlevel "playing field" for every party
in interest in every case Jackson Walker had before Judge Jones,
including this one, and in Jackson Walker cases mediated by Judge
Jones. In this case, Jackson Walker was employed as debtor's
counsel with court approval and later awarded compensation and
expenses for the services rendered that Judge Jones approved," the
U.S. Trustee said.
"Because of Judge Jones's failure to recuse himself from presiding
over cases where Jackson Walker was counsel for the
debtor-in-possession while Ms. Freeman was both living with him and
a partner at Jackson Walker, all orders awarding fees and expenses
are tainted and should be set aside under Rule 60(b)(6) because
this new information revealing a compromised process is a "reason
that justifies relief." Vacating all orders granting fees and
expenses in this case would allow parties in interest, including
the United States Trustee, to object to, and to seek the return of,
fees and expenses awarded to Jackson Walker under that tainted
process. Judge Jones presided over at least 26 cases, and perhaps
more, where he awarded Jackson Walker approximately $13 million in
compensation and expenses while Ms. Freeman was both a Jackson
Walker partner and
living with him in an intimate relationship. This includes
approximately $1 million in fees billed by Ms. Freeman herself in
17 of those cases."
In response to the U.S. Trustee's motion, the firm stated, "Jackson
Walker has a long and productive working relationship with the U.S.
Trustee for whom it has great respect. The Filings, however, make
allegations based, in part, on largely unsubstantiated media
stories and from preliminary allegations made by the Fifth Circuit
in a complaint against Judge Jones filed on October 23, 2023. The
Filings are premised upon incorrect and incomplete facts, and
necessarily rely upon some degree of speculation about Jackson
Walker's knowledge and conduct. The Firm seeks to supplement the
record with this statement regarding those issues."
Jackson Walker added, "While Jackson Walker has found itself
dealing with a very difficult and challenging set of circumstances,
the Firm takes very seriously its responsibility to operate in
accordance with professional ethics and integrity, as the Firm has
done for more than 130 years. Jackson Walker is not perfect -- no
firm is. But in the case of the relationship that has come to
light between Ms. Freeman and Judge Jones, Jackson Walker believes
the Firm acted responsibly."
About 4E Brands North America
4e Brands North America, LLC, is a manufacturer of personal care
and hygiene products based in San Antonio, Texas. Its brand name
products include Blumen Hand Sanitizer, Assured Hand Sanitizer, and
various other hand sanitizers and hand soaps. The Debtor is no
longer operating.
4e Brands North America sought Chapter 11 bankruptcy protection
(Bankr. S.D. Texas Case No. 22-50009) on Feb. 22, 2022, with up to
$50,000 in assets and up to $50 million in liabilities. David
Dunn, chief restructuring officer, signed the petition.
The case is handled by Judge David R. Jones.
Matthew D. Cavenaugh, Esq., at Jackson Walker, LLP is the Debtor's
legal counsel. Stretto is the claims agent.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on March 1, 2022. The committee tapped Tucker
Ellis, LLP as bankruptcy counsel; Munsch Hardt Kopf & Harr, P.C.,
as Texas counsel; and Oxford Restructuring Advisors, LLC, as
financial advisor.
500 SUMMIT AVENUE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 500 Summit Avenue Mazal LLC
345 Seventh Avenue
Attn: Nir Amsel
New York, NY 10001
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: November 16, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-11831
Judge: Hon. Lisa G. Beckerman
Debtor's Counsel: Fred B. Ringel, Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Nir Amsel as authorized signatory.
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/BSN55AI/500_SUMMIT_AVENUE_MAZAL_LLC__nysbke-23-11831__0001.0.pdf?mcid=tGE4TAMA
99 CENTS ONLY: Moody's Cuts CFR to Caa3 & Sr. Secured Notes to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded 99 Cents Only Stores LLC's
corporate family rating to Caa3 from Caa2 and probability of
default rating to Caa3-PD from Caa2-PD. Moody's also downgraded the
rating of the company's senior secured global notes to Ca from
Caa2. The outlook is maintained stable.
"The downgrade reflects the company's much weaker than expected
operating performance and that free cash flow is expected to remain
negative", Moody's Vice President Mickey Chadha said. "The company
has underperformed its peers in both top line growth and
profitability with credit metrics deteriorating and expected to
remain weak in the next 12-18 months", Chadha further stated.
RATINGS RATIONALE
99 Cents' Caa3 corporate family rating reflects its weak cash flow
generation with Moody's expectation that free cash flow will be
negative for the next 12 months. The rating also reflects 99 Cents'
unsustainably high leverage with debt/EBITDA well above 10x and
very weak interest coverage as a result of significantly lower than
expected profitability. The temporary closure of the company's
Katy, Texas distribution center due to an accidental ammonia
release had a negative impact on profitability in the first half of
fiscal year 2024 due to third-party remediation costs and an
increase in transportation expenses to provide merchandise and
fresh products to the company's stores in Texas. At the same time,
a significant increase in shrink coupled with lower traffic trends
and lower discretionary merchandise sales added further negative
pressure on EBITDA. Moody's expects these trends to continue as the
lower income demographic continues to remain stressed due to
inflationary pressures and shrinking disposable income and the
extreme value sector faces margin pressure due to the inability to
raise prices to completely offset higher costs. The rating also
reflects the execution risk related to the company's planned
strategic initiatives in an intense competitive environment, its
small scale and geographic concentration in California.
However, liquidity is adequate as a result of cash balances that
have been recently bolstered by a sale-leaseback transaction. Free
cash flow will remain negative and the $20 million annual cash
dividends on the $200 million in preferred equity will be an
additional drain on cash flow. The company closed a sale leaseback
transaction in August 2023 for its Commerce, California DC with net
proceeds of $188 million and has until August 2024 to decide what
to do with the proceeds. The company still owns 41 stores which
could potentially be monetized to generate cash if needed. Other
rating factors include positive growth prospects for the discount
and value retail sector which benefits from affordable, low price
points and relative resistance to economic cycles. However, the
industry remains highly competitive with stronger competitors
gaining market share.
The stable outlook reflects the lack of near term debt maturities
and adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if recovery values are less than
expected or should 99 Cents fail to make its interest or principal
payments in a timely manner or the probability of default
increases.
Ratings could be upgraded once the company is able to generate
consistent positive earnings and free cash flow while maintaining
adequate liquidity that would result in a lower likelihood of
default.
99 Cents Only Stores LLC is controlled by affiliates of Ares
Management and Canada Pension Plan Investment Board. The Company
operates 378 retail stores in California, Texas, Arizona and
Nevada. Revenue is about $2.0 billion for the last twelve month
period ending July 28, 2023.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
AERKOMM INC: Incurs $1.4 Million Net Loss in Second Quarter
-----------------------------------------------------------
Aerkomm Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $1.37
million on $0 of total revenue for the three months ended June 30,
2023, compared to a net loss of $2.73 million on $265 of total
revenue for the three months ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $5.12 million on $451,915 of total revenue compared to a
net loss of $5.21 million on $3,218 of total revenue for the same
period in 2022.
As of June 30, 2023, the Company had $70.15 million in total
assets, $50.22 million in total liabilities, and $19.93 million in
total stockholders' equity.
As of June 30, 2023, the Company had cash and cash equivalents of
$1,125,988 and restricted cash of $3,225,008. The Company has
financed its operations primarily through cash proceeds from
financing activities, including from our 2020 Offering, the
issuance of convertible bonds, short-term borrowings and equity
contributions by its stockholders.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001590496/000121390023085557/f10q0623_aerkomm.htm
About Aerkomm
Headquartered in Nevada, USA, Aerkomm Inc. --
http://www.aerkomm.com-- is a full-service development stage
provider of in-flight entertainment and connectivity (IFEC)
solutions, intended to provide airline passengers with a broadband
in-flight experience that encompasses a wide range of service
options. Those options include Wi-Fi, cellular, movies, gaming,
live TV, and music. The Company plans to offer these core
services, which it is currently still developing, through both
built-in in-flight entertainment systems, such as a seat-back
display, as well as on passengers' own personal devices.
Aerkomm reported a net loss of $11.88 million in 2022, a net loss
of $9.38 million in 2021, a net loss of $9.11 million in 2020, a
net loss of $7.98 million in 2019, and a net loss of $8.15 million
in 2018.
AGWAY FARM: Court Approves and Confirms Plan
--------------------------------------------
Judge J. Kate Stickles has entered an order that the Plan proposed
by Agway Farm & Home Supply, LLC and the Official Committee of
Unsecured Creditors is approved and confirmed under Section 1129
and the Disclosure Statement is approved on a final basis.
All objections to the Plan or to confirmation of the Plan that have
not been withdrawn, waived or settled, and all reservations of
rights pertaining to Confirmation of the Plan, are overruled on the
merits.
Modification to Treatment Language:
a. Section 10.1(b) of the Plan shall be revised and replaced in
its entirety as follows:
Treatment. In full and final satisfaction of and in exchange
for each such Allowed Priority Non-Tax Claim, the Plan
Administrator shall pay, from Available Cash, the Allowed amount of
each Priority Non-Tax Claim to each Entity holding a Priority
Non-Tax Claim as soon as practicable following the later of: (a)
the Effective Date and (b) the date such Priority Non-Tax Claim
becomes an Allowed Claim (or as otherwise permitted by law). The
Plan Administrator shall pay each Entity holding a Priority Non-Tax
Claim in Cash in full in respect of such Allowed Claim without
interest from the Petition Date; provided however, that such Entity
may be treated on such less favorable terms as may be agreed to in
writing by such Entity.
b. Section 10.2(b) of the Plan shall be revised and replaced in
its entirety as follows:
Treatment. Except to the extent previously paid in full, to
the extent any Other Secured Claims exist, at the option of the
Debtor or the Plan Administrator, as applicable, one of the
following treatments shall be provided: (i) the Holder of such
Claim shall retain its Lien on its collateral until such collateral
is sold, and the proceeds of such sale, less costs and expenses of
disposing of such collateral, shall be paid to such Holder in full
satisfaction and release of such Allowed Other Secured Claim; (ii)
on or as soon as practicable after the later of (a) the Effective
Date, or (b) the date upon which the Bankruptcy Court enters a
Final Order determining or allowing such Claim, or as otherwise
agreed between the Holder of such Claim and the Debtor or the Plan
Administrator, as applicable, the Holder of such Other Secured
Claim will receive a Cash payment equal to the amount of its
Allowed Other Secured Claim in full satisfaction and release of
such Other Secured Claim; or (iii) the collateral securing the
Creditor's Other Secured Claim shall be abandoned to such Creditor,
in full satisfaction of such Other Secured Claim; provided,
however, that to the extent that such Other Secured Claim exists on
account of a right of setoff, the Holder thereof shall retain and
may effectuate such right of setoff. Subject only to the
limitations of Section 553 of the Bankruptcy Code, all setoff
rights are preserved under this Combined Plan and Disclosure
Statement.
c. Section 10.3(b) of the Plan shall be revised and replaced in
its entirety as follows:
Treatment. Each Holder of an Allowed Class 3 Claim shall
receive a Pro Rata share of Available Cash after the payment of
Professional Fee Claims, Administrative Claims, Priority Tax
Claims, Priority Non-Tax Claims, Other Secured Claims, and expenses
related to the wind-down of the Debtor, as determined by the Plan
Administrator, in exchange for their Allowed Claims. Unsecured
Claims are subject to all statutory, equitable, and contractual
subordination claims, rights, and grounds available to the Debtor,
the Estate, and pursuant to the Plan, the Plan Administrator, which
subordination claims, rights, and grounds are fully enforceable
prior to, on, and after the Effective Date.
The Plan shall be funded by the Cash held by the Debtor generated
from the liquidation of its assets, including its de minimis asset
sales, and sale of furniture, fixtures, equipment and inventory,
and the liquidation of the Causes of Action.
The Disclosure Statement, Plan, Ballot and Solicitation Procedures
Order were transmitted and served in compliance with the
Solicitation Procedures Order, the Bankruptcy Code, the Bankruptcy
Rules, and the Local Rules and such transmittal and service were
adequate and sufficient, and no further notice is or shall be
required. All procedures used to distribute the solicitation
packages to Class 3 were fair and conducted in accordance with the
Solicitation Procedures Order, the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules, and all other applicable rules, laws and
regulations;
Section 9 of the Plan specifies that Classes 1 and 2 are unimpaired
as required by Section 1123(a)(2).
Section 9 of the Plan designates, respectively, Class 3 (General
Unsecured Claims) and Class 4 (Equity Interests) as impaired, and
Section 10 of the Plan specifies the treatment of all of these
Classes of Claims and Interests under the Plan. Accordingly, the
Plan satisfies Section 1123(a)(3).
Section 1129(a)(8) requires that each class of claims or interests
either accept the plan or not be impaired under the plan. Classes 1
and 2 are unimpaired. As set forth above, there are two (2)
impaired classes of claims and interests. Class 3 voted to accept
the Plan in accordance with Section 1126(c). Class 4 is not
entitled to receive or retain any property under the Plan and,
therefore, is deemed to have rejected the Plan pursuant to Section
1126(g). Although Section 1129(a)(8) has not been satisfied with
respect to Class 4, the Plan is confirmable because the Plan does
not discriminate unfairly and is fair and equitable with respect to
Class 4 pursuant to Section 1129(b).
Section 1129(a)(10) requires that, if there is an impaired class of
claims under the plan, at least one impaired class has accepted the
plan, exclusive of insider votes. Class 3 is an impaired Class and
voted to accept the Plan. There is thus at least one Class of
Claims against the Debtor that is impaired under the Plan and has
accepted the Plan, determined without including any acceptance of
the Plan by any insider. Accordingly, the Plan satisfies the
requirements of Section 1129(a)(10).
Section 1129(b) provides that if all applicable requirements of
Section 1129(a) are met, notwithstanding a failure to comply with
Section 1129(a)(8), a plan may be confirmed so long as it does not
discriminate unfairly and is fair and equitable with respect to
each class of claims and interests that is impaired and has not
accepted the plan. Based upon the evidence proffered or adduced at
the Confirmation Hearing, the Disclosure Statement and all other
evidence before the Court: (i) the Plan satisfies all of the other
requirements of Section 1129(a); and (ii) the Plan does not
discriminate unfairly and is fair and equitable with respect to
Class 3 and Class 4, as required by Sections 1129(b)(1) and (2).
Upon confirmation and the occurrence of the Effective Date, the
Plan shall be binding upon the members of all Classes, including
those of Class 3 and Class 4.
Liquidating Plan
Agway Farm & Home Supply, LLC and the Official Committee of
Unsecured Creditors propose a Combined Disclosure Statement and
Joint Plan of Liquidation.
The Plan provides for a Plan Administrator to liquidate, collect,
sell, or otherwise dispose of the remaining assets of the Debtor's
bankruptcy estate (including, without limitation, certain causes of
action), if and to the extent such assets were not previously
monetized to Cash or otherwise transferred or disposed of by the
Debtor prior to the Effective Date, and then to distribute all net
proceeds to creditors generally in accordance with the priority
scheme under the Bankruptcy Code, subject to the terms of the Plan.
In a Chapter 7 proceeding, absent such consent, the recovery of
general unsecured creditors would be diminished.
On Aug. 31, 2022, the Debtor, after consultation with the
Committee, entered into an asset purchase agreement with True Value
Company, L.L.C. ("TV") by and through which TV agreed to purchase
the Debtor's intellectual property and certain equipment, on an "as
is-where is" basis in exchange for a total of $725,000, subject to
higher and better bids and court approval. On Aug. 31, 2022, the
Debtor, after consultation with the Committee entered into an asset
purchase agreement with Florida Hardware LLC ("FL Hardware"), by
and through which FL Hardware agreed to purchase certain of the
Debtor's inventory on an "as is-where is" basis for approximately
$1 million.
On Sept. 22, 2022, the Court entered the Order (A) Approving
Bidding Procedures and Protections in Connection with Certain of
the Debtor's Assets Free and Clear of Liens, Claims, Encumbrances,
and Interests; (B) Scheduling an Auction and Sale Hearing; (C)
Approving the Form and Manner of Notice Thereof; and (D) Granting
Related Relief (the "Bid Procedures Order"). The Bidding Procedures
Order approved certain bidding procedures (the "Bidding
Procedures") in connection with the sale of the Debtor's assets and
approved TV and FL Hardware as stalking horse bidders, and each was
entitled to certain stalking horse bid protections, including a
break-up fee of 3% of the consideration to be received under the
relevant sale agreement. No overbids were received and the sales to
TV and FL Hardware closed in accordance with their respective asset
purchase agreements. In connection with the Debtor's sales efforts
the Committee retained Hilco Streambank as Intellectual Property
Marketing Agent. The sale of the Debtor's intellectual property to
TV related solely to the "Agway" brand, and did not include any of
the trademarks related to the "Southern States" brand that the
Debtor licensed from Southern States and sub-licensed to its
dealers and retailers under the Southern States License Agreement.
On Oct. 4, 2022, the Debtor received an offer to purchase the
Debtor's furniture, fixtures and equipment ("FF&E") located at the
Debtor's Cloverdale and Westfield Locations on an "as is-where is"
basis from Myron Bowling Auctioneers, Inc. Additionally, Myron
Bowling agreed to act as the Debtor's agent to conduct a
commercially reasonable sale of the Debtor's remnant inventory
located at the Debtor's Cloverdale and Westfield Locations, in
exchange for which Myron Bowling agreed to take no commission or
expenses, but it would charge and retain a premium collected from
buyers on top of the sale price. On October 7, 2022, the Debtor
filed an Expedited Motion to Designate Stalking Horse Purchaser,
Approve Stalking Horse Purchase Agreement, and Provide Bid
Protections for Remaining Assets, by and through which, among other
things, the Debtor sought approval of Myron Bowling as the stalking
horse for the sale of the FF&E, and for approval of a break-up fee.
The Debtor later received an additional bid from Liquid Asset
Partners, LLC ("Liquid AP") to purchase the Debtor's FF&E on an "as
is where is" basis. Pursuant to the Bidding Procedures, on October
12, 2022, the Debtor conducted an auction for the sale of the FF&E.
Following a robust auction, Myron Bowling was selected as the
winning bidder for cash consideration of $545,550 and agreement to
vacate the Debtor's facility by December 31, 2022. On December 6
and 7, 2022, Myron Bowling conducted an auction of the Debtor's
remnant inventory which generated over $566,000 in net proceeds for
the Estate.
Under the Plan, Class 3: Unsecured Claims, estimated amount $46
million but expected to be reduced after objections to certain
Class 3 Claims. Creditors will recover 6% to 14% of their claims.
Each Holder of an Allowed Unsecured Claim in Class 3 shall receive
a Pro Rata share of Available Cash after the payment of
Professional Fee Claims, Administrative Claims, Priority Tax
Claims, Priority Non-Tax Claims, Other Secured Claims, and expenses
related to the wind-down of the Debtor, as determined by the Plan
Administrator. Class 3 is impaired.
"Available Cash" means the aggregate amount of all Cash held by the
Debtor on the Effective Date which shall be used by the Plan
Administrator to fund distributions and payments to Creditors
and/or to pay for the expenses of the Estate, subject to the Plan.
Available Cash may be used by the Plan Administrator to pay or
reserve for all unpaid Administrative Claims, Priority Tax Claims,
Priority Non-Tax Claims, Other Secured Claims (including any
Disputed Claims until such Claims are resolved), Unsecured Claims,
in accordance with the terms of the Plan, and expenses related to
the wind-down of the Debtor.
Available Cash shall be used to fund distributions to creditors
(including holders of Allowed Administrative Claims, Priority Tax
Claims, Priority Non-Tax Claims, Other Secured Claims and Unsecured
Claims) or other payments to be made pursuant to or otherwise
consistent with the Plan. On the Effective Date, the Debtor expects
to have approximately $6 million Cash on hand.
On and after the Effective Date, the Plan Administrator will be
authorized to implement the Plan and any applicable orders of the
Bankruptcy Court, and the Plan Administrator shall have the power
and authority to take any action necessary to wind down and
dissolve the Estate and take such other actions as the Plan
Administrator may determine to be necessary or desirable to carry
out the purposes of the Plan. Except to the extent necessary to
complete the liquidation and wind-down of any remaining assets or
operations, from and after the Effective Date, the Debtor (1) for
all purposes, shall be deemed to have withdrawn its business
operations from any state or province in which the Debtor was
previously conducting, or is registered or licensed to conduct, its
business operations, and shall not be required to file any
document, pay any sum, or take any other action to effectuate such
withdrawal, (2) shall be deemed to have cancelled pursuant to this
Plan all Interests, and (3) shall not be liable in any manner to
any taxing authority for franchise, business, license, or similar
taxes accruing on or after the Effective Date.
The filing of the final monthly operating or disbursement report
(for the month in which the Effective Date occurs) and all
subsequent quarterly reports shall be the responsibility of the
Plan Administrator.
After the Effective Date, the Plan Administrator shall complete and
file all final or otherwise required federal, state, provincial,
and local tax returns for the Debtor and Post-Effective Date
Debtor.
Counsel for the Debtor:
Jeffrey R. Waxman, Esq.
Brya M. Keilson, Esq.
MORRIS JAMES LLP
500 Delaware Avenue; Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
E-mail: jwaxman@morrisjames.com
bkeilson@morrisjames.com
- and -
Alan J. Friedman, Esq.
Melissa Davis Lowe, Esq.
SHULMAN BASTIAN FRIEDMAN & BUI LLP
100 Spectrum Center Drive; Suite 600
Irvine, CA 92618
Telephone: (949) 340-3400
Facsimile: (949) 340-3000
E-mail: afriedman@shulmanbastian.com
mlowe@shulmanbastian.com
Counsel to the Official Committee of Unsecured Creditors:
Bradford J. Sandler, Esq.
Paul J. Labov
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
Wilmington, DE 19801
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: bsandler@pszjlaw.com
plabov@pszjlaw.com
crobinson@pszjlaw.com
A copy of the Order dated October 27, 2023, is available at
https://tinyurl.ph/wOLZx from Stretto, the claims agent.
About Agway Farm & Home Supply
Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a
one-stop shop for lawn, garden, bird, pet and farm products. It is
based in Richmond, Va.
Agway Farm & Home Supply sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on July 6,
2022, listing $10 million to $50 million in both assets and
liabilities. Jay Quickel, president and chief executive officer of
Agway Farm & Home Supply, signed the petition.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP, as lead
bankruptcy counsel; Morris James, LLP as local Delaware counsel;
Wilson Elser Moskowitz Edelman & Dicker LLP as special litigation
counsel; and Focus Management Group USA, Inc., as financial
advisor. Stretto, Inc., is the claims and noticing agent and
administrative advisor.
The official committee of unsecured creditors appointed in the case
selected Pachulski Stang Ziehl & Jones as legal counsel; FTI
Consulting, Inc. as financial advisor; and Hilco IP Services, LLC
as intellectual property marketing agent.
AGWAY FARM: Court Confirms Chapter 11 Plan
------------------------------------------
Judge J. Kate Stickles has entered an order that the Plan of Agway
Farm & Home Supply, LLC is approved and confirmed under Section
1129 and the Disclosure Statement is approved on a final basis.
The terms of the Plan are incorporated by reference into and are an
integral part of this Confirmation Order.
All objections to the Plan or to Confirmation of the Plan that have
not been withdrawn, waived or settled, and all reservations of
rights pertaining to Confirmation of the Plan, are overruled on the
merits.
Modification to Treatment Language.
a. Section 10.1(b) of the Plan shall be revised and replaced in
its entirety as follows:
Treatment. In full and final satisfaction of and in exchange
for each such Allowed Priority Non-Tax Claim, the Plan
Administrator shall pay, from Available Cash, the Allowed amount of
each Priority Non-Tax Claim to each Entity holding a Priority
Non-Tax Claim as soon as practicable following the later of: (a)
the Effective Date and (b) the date such Priority Non-Tax Claim
becomes an Allowed Claim (or as otherwise permitted by law). The
Plan Administrator shall pay each Entity holding a Priority Non-Tax
Claim in Cash in full in respect of such Allowed Claim without
interest from the Petition Date; provided however, that such Entity
may be treated on such less favorable terms as may be agreed to in
writing by such Entity.
b. Section 10.2(b) of the Plan shall be revised and replaced in
its entirety as follows:
Treatment. Except to the extent previously paid in full, to
the extent any Other Secured Claims exist, at the option of the
Debtor or the Plan Administrator, as applicable, one of the
following treatments shall be provided: (i) the Holder of such
Claim shall retain its Lien on its collateral until such collateral
is sold, and the proceeds of such sale, less costs and expenses of
disposing of such collateral, shall be paid to such Holder in full
satisfaction and release of such Allowed Other Secured Claim; (ii)
on or as soon as practicable after the later of (a) the Effective
Date, or (b) the date upon which the Bankruptcy Court enters a
Final Order determining or allowing such Claim, or as otherwise
agreed between the Holder of such Claim and the Debtor or the Plan
Administrator, as applicable, the Holder of such Other Secured
Claim will receive a Cash payment equal to the amount of its
Allowed Other Secured Claim in full satisfaction and release of
such Other Secured Claim; or (iii) the collateral securing the
Creditor's Other Secured Claim shall be abandoned to such Creditor,
in full satisfaction of such Other Secured Claim; provided,
however, that to the extent that such Other Secured Claim exists on
account of a right of setoff, the Holder thereof shall retain and
may effectuate such right of setoff. Subject only to the
limitations of Section 553 of the Bankruptcy Code, all setoff
rights are preserved under this Combined Plan and Disclosure
Statement.
c. Section 10.3(b) of the Plan shall be revised and replaced in
its entirety as follows:
Treatment. Each Holder of an Allowed Class 3 Claim shall
receive a Pro Rata share of Available Cash after the payment of
Professional Fee Claims, Administrative Claims, Priority Tax
Claims, Priority Non-Tax Claims, Other Secured Claims, and expenses
related to the wind-down of the Debtor, as determined by the Plan
Administrator, in exchange for their Allowed Claims. Unsecured
Claims are subject to all statutory, equitable, and contractual
subordination claims, rights, and grounds available to the Debtor,
the Estate, and pursuant to the Plan, the Plan Administrator, which
subordination claims, rights, and grounds are fully enforceable
prior to, on, and after the Effective Date.
Specified Treatment of Unimpaired Classes (11 U.S.C. Sec.
1123(a)(2)). Section 9 of the Plan specifies that Classes 1 and 2
are unimpaired as required by Section 1123(a)(2).
Specified Treatment of Impaired Classes (11 U.S.C. Sec.
1123(a)(3)).
Section 9 of the Plan designates, respectively, Class 3 (General
Unsecured Claims) and Class 4 (Equity Interests) as impaired, and
Section 10 of the Plan specifies the treatment of all of these
Classes of Claims and Interests under the Plan. Accordingly, the
Plan satisfies Section 1123(a)(3).
Acceptance by Certain Classes (11 U.S.C. Sec. 1129(a)(8)).
Section 1129(a)(8) requires that each class of claims or interests
either accept the plan or not be impaired under the plan. Classes 1
and 2 are unimpaired. As set forth above, there are two (2)
impaired classes of claims and interests. Class 3 voted to accept
the Plan in accordance with Section 1126(c). Class 4 is not
entitled to receive or retain any property under the Plan and,
therefore, is deemed to have rejected the Plan pursuant to Section
1126(g). Although Section 1129(a)(8) has not been satisfied with
respect to Class 4, the Plan is confirmable because the Plan does
not discriminate unfairly and is fair and equitable with respect to
Class 4 pursuant to Section 1129(b).
Acceptance by Impaired Classes (11 U.S.C. Sec. 1129(a)(10)).
Section 1129(a)(10) requires that, if there is an impaired class of
claims under the plan, at least one impaired class has accepted the
plan, exclusive of insider votes. Class 3 is an impaired Class and
voted to accept the Plan. There is thus at least one Class of
Claims against the Debtor that is impaired under the Plan and has
accepted the Plan, determined without including any acceptance of
the Plan by any insider. Accordingly, the Plan satisfies the
requirements of Section 1129(a)(10).
No Unfair Discrimination; Fair and Equitable (11 U.S.C. Sec.
1129(b)).
Section 1129(b) provides that if all applicable requirements of
Section 1129(a) are met, notwithstanding a failure to comply with
Section 1129(a)(8), a plan may be confirmed so long as it does not
discriminate unfairly and is fair and equitable with respect to
each class of claims and interests that is impaired and has not
accepted the plan. Based upon the evidence proffered or adduced at
the Confirmation Hearing, the Disclosure Statement and all other
evidence before the Court: (i) the Plan satisfies all of the other
requirements of Section 1129(a); and (ii) the Plan does not
discriminate unfairly and is fair and equitable with respect to
Class 3 and Class 4, as required by Sections 1129(b)(1) and (2).
Upon confirmation and the occurrence of the Effective Date, the
Plan shall be binding upon the members of all Classes, including
those of Class 3 and Class 4.
Liquidating Plan
Agway Farm & Home Supply, LLC and the Official Committee of
Unsecured Creditors propose the following combined disclosure
statement and joint plan of liquidation.
The Plan provides for a Plan Administrator to liquidate, collect,
sell, or otherwise dispose of the remaining assets of the Debtor's
bankruptcy estate (the "Estate") (including, without limitation,
certain causes of action), if and to the extent such assets were
not previously monetized to Cash or otherwise transferred or
disposed of by the Debtor prior to the Effective Date, and then to
distribute all net proceeds to creditors generally in accordance
with the priority scheme under the Bankruptcy Code, subject to the
terms of the Plan. In a Chapter 7 proceeding, absent such consent,
the recovery of general unsecured creditors would be diminished.
Under the Plan, Class 3 Unsecured Claims total $46 million but
expected to be reduced after objections to certain Class 3 Claims.
Creditors will recover 6% to 14% of their claims. Each Holder of an
Allowed Unsecured Claim in Class 3 shall receive a Pro Rata share
of Available Cash after the payment of Professional Fee Claims,
Administrative Claims, Priority Tax Claims, Priority Non-Tax
Claims, Other Secured Claims, and expenses related to the wind-down
of the Debtor, as determined by the Plan Administrator. Class 3 is
impaired.
Available Cash shall be used to fund distributions to Creditors
(including holders of Allowed Administrative Claims, Priority Tax
Claims, Priority Non-Tax Claims, Other Secured Claims and Unsecured
Claims) or other payments to be made pursuant to or otherwise
consistent with the Plan. On the Effective Date, the Debtor expects
to have approximately $6 million Cash on hand.
Counsel for the Debtor:
Jeffrey R. Waxman, Esq.
Brya M. Keilson, Esq.
MORRIS JAMES LLP
500 Delaware Avenue; Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
E-mail: jwaxman@morrisjames.com
bkeilson@morrisjames.com
- and -
Alan J. Friedman, Esq.
Melissa Davis Lowe, , Esq.
SHULMAN BASTIAN FRIEDMAN & BUI LLP
100 Spectrum Center Drive; Suite 600
Irvine, CA 92618
Telephone: (949) 340-3400
Facsimile: (949) 340-3000
E-mail: afriedman@shulmanbastian.com
mlowe@shulmanbastian.com
Counsel to the Official Committee of Unsecured Creditors:
Bradford J. Sandler, Esq.
Paul J. Labov
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
Wilmington, DE 19801
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: bsandler@pszjlaw.com
plabov@pszjlaw.com
crobinson@pszjlaw.com
A copy of the Order dated Oct. 27, 2023, is available at
https://tinyurl.ph/wOLZx from Stretto, the claims agent.
About Agway Farm & Home Supply
Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a
one-stop shop for lawn, garden, bird, pet and farm products. It is
based in Richmond, Va.
Agway Farm & Home Supply sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on July 6,
2022, listing $10 million to $50 million in both assets and
liabilities. Jay Quickel, president and chief executive officer of
Agway Farm & Home Supply, signed the petition.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP as lead
bankruptcy counsel; Morris James, LLP as local Delaware counsel;
Wilson Elser Moskowitz Edelman & Dicker LLP as special litigation
counsel; and Focus Management Group USA, Inc. as financial advisor.
Stretto, Inc., is the claims and noticing agent and administrative
advisor.
The official committee of unsecured creditors appointed in the case
selected Pachulski Stang Ziehl & Jones as legal counsel; FTI
Consulting, Inc. as financial advisor; and Hilco IP Services, LLC
as intellectual property marketing agent.
AIR METHODS: Dec. 6 Hearing on Plan and Disclosures
---------------------------------------------------
Judge Marvin Isgur has entered an order that the hearing to
consider compliance with disclosure and solicitation requirements
and confirmation of the Air Methods Corporation, et al.'s
Prepackaged Plan is scheduled to be held before the Court on Dec.
6, 2023 at 9:00 a.m. (Prevailing Central Time) or as soon
thereafter as counsel may be heard.
Any responses or objections to the adequacy of the Disclosure
Statement or confirmation of the Prepackaged Plan must: (i) be in
writing; (ii) conform to the applicable Bankruptcy Rules and the
Bankruptcy Local Rules; (iii) set forth the name of the objecting
party, the basis for the objection, and the specific grounds
thereof; and (iv) be filed with the Court, together with proof of
service. Any objections not timely filed and served in the manner
set forth in this Order may not be considered and may be
overruled.
The deadline to file any brief in support or opposition of the
Disclosure Statement and confirmation of the Prepackaged Plan and
reply to any objections shall be November 30, 2023 at 5:00 p.m.
(Prevailing Central Time).
About Air Methods Corporation
Founded in 1980, Air Methods is a provider of air medical emergency
services in the United States, providing more than 100,000
transports per year while offering clinical quality, safety, and
life-saving care to patients across the country. Headquartered in
Greenwood Village, Colorado, the Company operates a fleet of
approximately 390 helicopters and fixed-wing aircraft serving 47
states from over 275 bases located in 40 different states.
Air Methods Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90886) on Oct. 24, 2023. In the petition signed by
Christopher J. Brady, as authorized signatory, Air Methods
disclosed up to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the case.
Weil, Gotshal & Manges LLP is the Debtors' legal counsel. The
Debtors also tapped Lazard Freres $ Co. LLC as investment banker,
Alvarez & Marsal as financial advisor, and Epiq Corporate
Restructuring, LLC as claims, noticing & solicitation agent and
administrative advisor.
ALLERGY & ASTHMA: No Decline in Patient Care, 2nd PCO Report Says
-----------------------------------------------------------------
David Crapo, the court-appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the Central District of California
his second report for the period Aug. 1 to Oct. 27, regarding the
healthcare facility operated by Allergy and Asthma Center of SW
Washington, LLC.
The PCO has been in e-mail contact with two current patients. One
patient asked the PCO about the level of privacy and
confidentiality to which any contacts with the PCO would be
subject. The PCO advised the patient that he would follow the HIPAA
Privacy Rule as a guideline. The patient never followed up with the
PCO.
Another patient contacted the PCO because one of the company's
facilities was closed when the patient went to obtain proof of
vaccination of a child. The patient asked if the location had been
closed permanently. The PCO contacted the company and learned that
the location was open but that hours had been reduced. The PCO then
relayed this information to the patient.
The only concern the PCO has is that one of the physician's
assistants is on leave. However, the PCO has not uncovered any
evidence that the physician's assistant's absence from the
facilities has negatively impacted the quality of patient care or
safety.
The PCO noted that Allergy and Asthma Center has clarified its
relationship to Columbia Allergy, and the PCO does not believe the
relationship will negatively impact the quality of patient care or
safety. The PCO has learned that the company does not have regular
contact persons at either regulatory or accreditation agencies. The
PCO has also confirmed that the company has not suffered a
ransomware attack as was suggested by one patient.
The PCO's investigation and analysis reveals that Allergy and
Asthma Center apparently continues to provide the same level of
patient care and safety it historically provided since before its
bankruptcy filing. Hence, there appears to be no decline or
compromise of the quality of patient care or safety at the
company's facilities.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=JC0VZl from PacerMonitor.com.
About Allergy & Asthma Center
Allergy & Asthma Center of S.W. Washington, LLC is a Los
Angeles-based provider of personalized care for allergies and
asthma.
Allergy & Asthma Center sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11270) on
March 6, 2023. In the petition signed by its chief executive
officer, Sanjeev Jain, MD, the Debtor disclosed up to $500,000 in
assets and up to $10 million in liabilities.
Judge Vincent P. Zurzolo oversees the case.
Sheila Esmaili, Esq., at the Law Offices of Sheila Esmaili is the
Debtor's bankruptcy counsel.
David N. Crapo is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
AMERICAN AIRLINES: Fitch Assigns 'BB-' Rating on New Secured Debt
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR3' rating to American
Airlines, Inc.'s proposed senior secured debt issuance.
American announced the issuance of a new term loan, the proceeds of
which will refinance or partly refinance its 11.75% notes due in
2025. The proposed term loan and potential issuance of additional
secured debt will be secured on a pari passu basis with the same
collateral as the existing notes, which consists of slots, gates
and routes (SGR) used to provide services to Mexico, Central
America, the Caribbean, Non-EU countries in Europe, Canada and
certain Asia/Pacific destinations, as well as a second priority
lien on SGR at London Heathrow and certain cities in the EU.
KEY RATING DRIVERS
Secured Debt Ratings: The 'BB-'/'RR3' ratings on the proposed
transactions are supported by American's 'B+' corporate rating and
Fitch's recovery methodology, which assumes recovery in the 51-70%
range for AAL's senior secured creditors. This would be driven by
the allocation of estimated going concern valuation in a
hypothetical distressed scenario. Fitch has also reviewed appraisal
data for the underlying SGR collateral, which indicates collateral
coverage of 4x using the lower end of the appraiser's estimates.
However, slots, gates, and routes are intangible assets whose
values carry inherent uncertainty.
Fitch views the collateral as strategically important to American.
Fitch believes that American would most likely restructure as a
going concern in a potential bankruptcy scenario and the company is
likely to prioritize maintaining its access to this pool of slots
gates and routes given its strong competitive position in the
relevant regions.
Corporate Rating: Fitch upgraded American's Long-Term Issuer
Default Rating to 'B+' from 'B-' in July 2023. The rating upgrade
reflected the company's de-leveraging progress and Fitch's
expectations that improving profitability and FCF provide a line of
sight toward continued balance sheet improvement. The ratings are
supported by a stable supply/demand environment, which Fitch
expects to drive healthy profitability and FCF.
Reducing 2025 Refinancing Risk: American is pro-actively addressing
its 2025 debt tower with this transaction and the refinancing of
its 2013 term loan completed in February of this year. At Sept. 30,
2023, American had $7.2 billion in principal payments due in 2025,
which is down from $9.3 billion at the beginning of the year. Fitch
believes that American will have the capacity to address the
remaining maturities through a combination of FCF generation and
future refinancing transactions.
Deleveraging Progress: Fitch believes that American maintains a
solid line-of-sight towards its deleveraging goal of reducing total
debt by $15 billion by YE 2025. Fitch expects American to end 2023
with less than $43 billion in total adjusted debt, down from a peak
of over $48 billion in 2021. Fitch expects that number to drop to
the low-to-mid $30 billion range by YE 2025. The company remains
committed to addressing its balance sheet. Fitch calculates
American's adjusted leverage at 5.3x as of March 31, 2023, which
remains high for the rating. Fitch expects leverage to come down,
ending the year around 4.7x and trending lower thereafter.
Capital Spending and Cash Flow: Limited capex spending over the
next few years will aid American's efforts to pay down debt.
American largely completed a major re-fleeting effort prior to the
pandemic, limiting capital spending over the next several years.
Aircraft deliveries are scheduled to increase in 2024 from low
levels in 2023 with American set to take more 737 MAXs and 787s,
but total capital spending is expected to remain manageable. Fitch
expects American to be FCF positive through its forecast period,
marking a significant turn, as the company generated negative FCF
several years prior to the pandemic due to heavy capital spending.
DERIVATION SUMMARY
American is rated in line with United Airlines (B+/Stable). As
American progresses through its de-leveraging process, Fitch
expects leverage profiles at American and United to be similar in
the near term. American has a higher total debt load than United,
but benefits from a significantly more modest upcoming capital
spending program, which provides the company with better
de-leveraging prospects. United benefits from a higher liquidity
balance. United and American have similar business profile risks,
as both are large network airlines with strong market positions in
their respective hubs. American and United are rated three notches
below their network competitor Delta Air Lines (BB+/Stable). The
rating differential is largely driven by Delta's more conservative
balance sheet and its publicly stated targets of achieving
investment-grade quality metrics. Delta also benefits from a
superior pre-pandemic track record of generating above-average
margins and FCF.
KEY ASSUMPTIONS
- Continued modest traffic growth in 2023 as travel rebounds from
pandemic lows;
- Unit revenues remaining relatively flat through the forecast
period reflecting potential weakness in demand from a slower
macroeconomic environment, offset by constrained seat supply;
- Jet Fuel prices averaging around $3.00/gallon in 2023 and
moderating slightly thereafter;
- Capital spending in line with the company's public forecasts
- Interest rates are presumed to be in line with the current
forward curve.
RECOVERY ANALYSIS
The 'BB-'/'RR3' rating is derived via Fitch's recovery analysis,
which assumes that American would be reorganized as a going concern
in bankruptcy rather than liquidated. Fitch has assumed a 10%
administrative claim. The GC EBITDA estimate reflects Fitch's view
of a sustainable, post-reorganization EBITDA level, which is the
basis for the enterprise valuation calculation. Fitch uses a GC
EBITDA estimate of $5.5 billion and a 5.0x multiple, generating an
estimated GC enterprise value (EV) of $25 billion after an
estimated 10% in administrative claims.
Fitch views its GC EBITDA assumption as conservative as it remains
below levels generated in 2014, the first year after American last
exited bankruptcy, but it incorporates potential structural changes
to the industry such as higher operating costs and/or depressed
demand that would potentially drive a restructuring. These
assumptions lead to an estimated recovery for senior secured
positions in the 51%-70% (RR3) range and poor recovery prospects
(RR6) for unsecured positions.
Fitch believes that recovery may improve to the 'RR2' range over
time, potentially leading to an upgrade on the senior secured debt
as American progresses through its debt reduction initiatives.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Continued progress toward American's stated goal to reduce debt
by $15 billion through 2025, bringing adjusted debt/EBITDAR towards
or below 4x;
- EBITDAR/gross interest + rent trending toward 2.5x;
- Sustained neutral FCF or higher;
- Reduction in secured debt of $2 billion-$3 billion or more may
drive an upgrade of American's senior secured debt ratings to
'RR2'.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Adjusted debt/EBITDAR sustained above 5x or EBITDAR/gross
interest + rent trending below 1.5x;
- Total liquidity falling toward or below $8 billion absent a
corresponding decrease in outstanding debt;
- EBITDAR margins deteriorating to the low double-digit range;
- Persistently negative or negligible FCF.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Remains Solid: As of Sept. 30, 2023, American held $13.5
billion in liquidity, consisting of $10 billion liquid short-term
investments, $577 million in cash and cash equivalents, and full
availability on their $2.9 billion aggregate revolving credit
facilities. Total liquidity, including undrawn revolver capacity,
is equivalent to 25.5% of LTM revenue. American's liquidity remains
well above its pre-pandemic target of $7 billion, and provides
significant cushion against near-term market weakness. The company
has publicly stated a medium-term liquidity target of $10
billion-$12 billion. Fitch expects American to gradually reduce its
total liquidity balance over the longer term as it makes progress
toward its deleveraging goals.
ISSUER PROFILE
American Airlines is one of the largest airlines in the world with
primary hubs in Dallas, Charlotte, Chicago, Los Angeles, Miami, New
York, Philadelphia, Phoenix, and Washington D.C.
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
----------- ------ --------
American Airlines, Inc.
senior secured LT BB- New Rating RR3
AMERICAN SCREENING: Court Approves Disclosure Statement
-------------------------------------------------------
Judge John S. Hodge has entered an order that the Disclosure
Statement of American Screening, LLC, is approved as containing
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.
A hearing on confirmation of the Plan is set for Dec. 12, 2023 at
9:00 a.m. (CT).
Objections to confirmation of the Plan shall be filed with the
Bankruptcy Court and served on the Debtor's counsel by December 5,
2023 at 5:00 p.m. (CT).
Ballots accepting or rejecting the plan shall be sent to Debtor's
counsel so that they are actually received by December 5, 2023, at
5:00 p.m. (CT).
About American Screening
American Screening, LLC is an ISO 13485 Certified distributor of
rapid drug and alcohol tests, infectious disease tests, and cardiac
tests, and supplies to the United States, South America, Asia,
Africa, Europe, and Australia. ASC leases its corporate office and
warehouse space from an affiliated nondebtor, Kilgarlin Holdings,
LLC.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. La. Case No. 23-10350) on April 7,
2023. In the petition signed by Ronald Kilgarlin, Jr., managing
member, the Debtor disclosed up to $9,100,921 in assets and up to
$27,251,799 in liabilities.
Judge John S. Hodge oversees the case.
Kell C. Mercer, Esq., at Kell C. Mercer, P.C, is the Debtor's legal
counsel.
AN GLOBAL: Seeks Approval to Hire BDO USA as Tax Advisor
--------------------------------------------------------
AN Global LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ BDO USA, PC
as tax advisor.
The Debtors need a tax advisor to prepare federal, state, and local
returns for the tax year ending December 31, 2022, and provide
other tax preparation and consulting services.
The hourly rates of the firm's professionals are as follows:
Principals $695 - $1,095
Directors/Sr. Managers $650 - $795
Managers $550 - $695
Senior Associates $350 - $595
Staff $175 - $350
In addition, the firm will seek reimbursement for expenses
incurred.
In the 90 days prior to the petition date, BDO received $385,680
from the Debtors. As of the petition date, the Debtors owed BDO
approximately $513,000.
T.J. Nunez, a principal of BDO USA, 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:
T.J. Nunez
BDO USA PC
501 East Kennedy Boulevard, Suite 910
Tampa, FL 33602
Telephone: (813) 321-6869
Facsimile: (813) 448-1886
About AN Global
AN Global, LLC and affiliates are global providers of agile-first,
end-to-end digital transformation services in the North American
market using on-shore and near-shore delivery.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on August
28, 2023. In the petitions signed by their chief restructuring
officer, James S. Feltman, the Debtors disclosed $100 million to
$500 million in both assets and liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Potter Anderson & Corron LLP and Hughes Hubbard
& Reed LLP as bankruptcy counsels; Garrigues Mexico, S.C. as
general Mexican restructuring counsel; Teneo Capital, LLC as
financial advisor; Guggenheim Securities, LLC as investment banker;
and BDO USA, PC as tax advisor. Kurtzman Carson Consultants, LLC is
the claims, noticing and balloting agent.
Blue Torch Finance LLC is the administrative agent and collateral
agent under the DIP Agreement and under a pre-bankruptcy first lien
facility. It is represented by Ropes & Gray, LLP and Chipman Brown
Cicero & Cole, LLP.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. Pachulski Stang Ziehl & Jones, LLP and Province, LLC
serve as the committee's legal counsel and financial advisor,
respectively.
APPALACHIAN VALLEY: Targeting January Plan Confirmation
-------------------------------------------------------
Appalachian Valley Transport, Inc., filed a second motion
requesting entry of an order establishing certain deadlines
pursuant to Interim Rule 3017.2. The Debtor requests an order
scheduling a confirmation hearing on the Plan, as may be amended,
approving the form and content of Debtor's ballot, establishing a
deadline for filing objections to the Plan, and establishing a
deadline for casting ballots to accept or reject the Plan.
The Debtor filed a voluntary petition for relief under Chapter 11,
Subchapter V of the Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Georgia, Newnan Division on Dec.
7, 2022.
On Oct. 17, 2023, the Debtor filed its Amended Chapter 11 Plan of
Reorganization.
The Debtor requests that the Court enter an order setting forth the
following deadlines:
(a) Deadline for the Debtor to transmit the Plan and notice of
deadline for voting on plan and confirmation hearing will be on
Oct. 30, 2023.
(b) Deadline for equity security holders or creditors to be
holders of record in order to vote on the Plan will be on Jan. 10,
2024.
(c) Deadline to vote to accept or reject the Plan will be on Jan.
10, 2024.
(d) Deadline to file objections to confirmation of the Plan will
be on Jan. 10, 2024.
(e) Hearing on confirmation will be on Jan. 24, 2024 at 10:20
a.m.
Attorneys for the Debtor:
Will B. Geer, Esq,
ROUNTREE LEITMAN KLEIN& GEER, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, Georgia 30329
Tel: (404) 584-1238
E-mail: wgeer@rlkglaw.com
About Appalachian Valley Transport
Appalachian Valley Transport, Inc., is a provider of express
delivery services. The company is based in Newnan, Ga.
Appalachian Valley Transport sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr.. N.D. Ga. Case No. 22-11359) on
Dec. 7, 2022. In the petition signed by its chief executive
officer, Gina Hobbs-Wood, the Debtor disclosed up to $100,000 in
assets and up to $10 million in liabilities.
Judge Paul Baisier oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the
Debtor's legal counsel.
ARCHBISHOP OF BALTIMORE: Committee Hires Stinson LLP as Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Roman Catholic
Archbishop of Baltimore seeks approval from the U.S. Bankruptcy
Court for the Northern District of Maryland to employ Stinson LLP
as counsel.
The firm's services include:
(a) consulting with the Debtor and the Office of the United
States Trustee regarding administration of the case;
(b) advising the Committee with respect to its rights, powers,
and duties as they relate to the case;
(c) investigating the acts, conduct, assets, liabilities, and
all legal issues relating to the financial condition of the Debtor;
(d) assisting the Committee in analyzing the Debtor's
pre-petition and post petition relationships with its creditors,
equity interest holders, employees, and other parties in interest;
(e) assisting and negotiating on the Committee's behalf in
matters relating to the claims of the Debtor's other creditors;
(f) assisting the Committee in preparing pleadings and
applications as may be necessary to further the Committee's
interests and objectives;
(g) researching, analyzing, investigating, filing and
prosecuting litigation on behalf of the Committee in connection
with issues including but not limited to avoidance actions or
fraudulent conveyances;
(h) representing the Committee at hearings and other
proceedings;
(i) reviewing and analyzing applications, orders, statements of
operations, and schedules filed with the Court and advising the
Committee regarding all such materials;
(j) aiding and enhancing the Committee's participation in
formulating a plan;
(k) assisting the Committee in advising its constituents of the
Committee's decisions, including the collection and filing of
acceptances and rejections to any proposed plan;
(l) negotiating and mediating issues relating to the value and
payment of claims held by the Committee's constituency; and
(m) performing such other legal services as may be required and
are deemed to be in the interests of the Committee.
The firm will be paid at these rates:
Partners $500 to $880 per hour
Associates $340 to $525 per hour
Paralegals $250 to $350 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert T. Kugler, Esq., a partner at Stinson 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:
Robert T. Kugler, Esq.
Edwin H. Caldie, Esq.
Andrew J. Glasnovich, Esq.
Nicole Khalouian, Esq.
Stinson LLP
50 South Sixth Street, Suite 2600
Minneapolis, MN 55402
Tel: (612) 335-1500
Fax: (612) 335-1657
Email: robert.kugler@stinson.com
ed.caldie@stinson.com
Andrew.glasnovich@stinson.com
Nicole.khalouian@stinson.com
About Roman Catholic Archbishop of Baltimore
Roman Catholic Archbishop of Baltimore is a non-profit religious
institution that maintains its principal place of business at 320
Cathedral Street, Baltimore, Maryland 21201. Consistent with Canon
Law and Maryland law, the RCAB holds property, including real
property, as a corporation sole for the purposes of erecting
churches, parsonages, burial grounds, or schools according to the
discipline and government of the Roman Catholic Church, with all
such property to be used only for such purposes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on September 29,
2023. In the petition signed by William E. Lori, archbishop, the
Debtor disclosed $100 million to $500 million in assets and $500
million to $1 billion in liabilities.
Judge Michelle M. Harner oversees the case.
The Debtor tapped YVS Law, LLC and Holland & Knight LLP as legal
counsel; Keegan Linscott & Associates, PC as financial and
restructuring advisor; and Gallagher Evelius & Jones LLP as special
counsel. Epiq Corporate Restructuring LLC is the claims, noticing,
and balloting agent.
The U.S. Trustee for Region 5 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of The Roman
Catholic Archbishop of Baltimore. The committee hires Stinson LLP
as counsel. Tydings & Rosenberg LLP as local counsel.
ARCHBISHOP OF BALTIMORE: Committee Hires Tydings as Local Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Roman Catholic
Archbishop of Baltimore seeks approval from the U.S. Bankruptcy
Court for the Northern District of Maryland to employ Tydings &
Rosenberg LLP as local counsel.
The firm's services include:
a. advising the Committee with respect to its rights, duties,
and powers;
b. assisting and advising the Committee's investigation of the
acts, conduct, assets, liabilities, and financial condition of the
Debtor and other relevant matters;
c. drafting pleadings and applications;
d. analyzing any Chapter 11 plans filed in this case;
e. representing the Committee, along with Stinson LLP
("Stinson"), in hearings and proceedings;
f. representing the Committee, along with Stinson, in collateral
litigation before this Court and other courts; and
g. performing such other legal services as may be required or in
the best interests of the Committee in accordance with the powers
and duties of the Committee.
The firm will be paid at these rates:
Partners $500 per hour
Associates $300 per hour
Paralegals $175 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alan M. Grochal, Esq., a partner at Tydings & Rosenberg 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:
Alan M. Grochal, Esq.
Tydings & Rosenberg LLP
1 East Pratt Street, Suite 901
Baltimore, MD 21202
Tel: (410) 752-9715
Email: agrochal@tydingslaw.com
About Roman Catholic Archbishop of Baltimore
Roman Catholic Archbishop of Baltimore is a non-profit religious
institution that maintains its principal place of business at 320
Cathedral Street, Baltimore, Maryland 21201. Consistent with Canon
Law and Maryland law, the RCAB holds property, including real
property, as a corporation sole for the purposes of erecting
churches, parsonages, burial grounds, or schools according to the
discipline and government of the Roman Catholic Church, with all
such property to be used only for such purposes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on September 29,
2023. In the petition signed by William E. Lori, archbishop, the
Debtor disclosed $100 million to $500 million in assets and $500
million to $1 billion in liabilities.
Judge Michelle M. Harner oversees the case.
The Debtor tapped YVS Law, LLC and Holland & Knight LLP as legal
counsel; Keegan Linscott & Associates, PC as financial and
restructuring advisor; and Gallagher Evelius & Jones LLP as special
counsel. Epiq Corporate Restructuring LLC is the claims, noticing,
and balloting agent.
The U.S. Trustee for Region 5 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of The Roman
Catholic Archbishop of Baltimore. The committee hires Stinson LLP
as counsel. Tydings & Rosenberg LLP as local counsel.
ART OF GRANITE: Seeks to Hire Parker & DuFresne as Legal Counsel
----------------------------------------------------------------
Art of Granite Counter Tops Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Parker & DuFresne, PA as its legal counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor;
(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 Local Rules of this 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 negotiations with its creditors
and in the preparation of its disclosure statement and plan of
reorganization.
Parker & DuFresne received a retainer of $13,000 from the Debtor.
The firm will apply for compensation and reimbursement of costs.
Donald DuFresne, Esq., an attorney at Parker & DuFresne, 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:
Donald M. DuFresne, Esq.
Parker & Dufresne, PA
8777 San Jose Blvd., Suite 301
Jacksonville, FL 32217
Telephone: (904) 733-7766
Email: dufresne@jaxlawcenter.com
About Art of Granite Counter Tops
Art of Granite Counter Tops, Inc. provides countertops to various
contractors for residential and commercial purposes. The Debtor
also provides services for de-fabricating existing countertops and
installing the newly ordered product.
The Debtor filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
23-02706) on Nov. 2, 2023, with up to $500,000 in assets and up to
$1 million in liabilities. Marco Damas, president, signed the
petition.
Judge Jason A. Burgess oversees the case.
Donald M. DuFresne, Esq., at Parker & DuFresne, PA represents the
Debtor as legal counsel.
AUGUST LILLY: Court Confirms Chapter 11 Plan
--------------------------------------------
Judge jerry c. Oldshue, Jr., has entered an order confirming the
Plan of debtor August Lilly, LLC, pursuant to 11 U.S.C. Sec.
1191(a) and 1129.
At the hearing, and in light of the agreement reached between the
Debtor and creditor and landlord Destin Commons Phase III, L.P.
that is set forth in the Plan, the Court announced that the Plan
would be confirmed as a consensual Subchapter V Plan.
The Court finds that because the Plan was confirmed as a consensual
plan, the Debtor is entitled to a discharge.
The Plan complies with the applicable provisions of Chapter 11 of
the Bankruptcy Code.
The proponent of the Plan complies with the applicable provisions
of the Code.
The Plan has been proposed in good faith and not by any means
forbidden by law.
With respect to each class:
a. Each holder of a claim or interest of such class has accepted
the Plan; or will receive or retain under the Plan on account of
such claim or interest property of a value as of the effective date
of the Plan, that is not less than the amount that such holder
would receive or retain were Debtor to liquidate under Chapter 7;
or
b. If Section 1111(b)(2), of the Code applies to the claims of
such class, each holder of the claim of such class will receive or
retain under the Plan on account of such claim, property of a value
as of the effective date of the Plan, that is not less than such
value of such creditor's interest in the Estate's interest in
property that secures such claims.
The confirmation of the Plan is not likely to be followed by
liquidation, or the need for further financial reorganization of
the Debtor under the Plan unless such liquidation or reorganization
is proposed under the Plan.
About August Lilly
August Lilly, LLC operates a Smashburger quick service restaurant
in Destin, Fla.
August Lilly sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30314) on May 5,
2023, with up to $50,000 in assets and up to $1 million in
liabilities. Judge Jerry C. Oldshue, Jr. oversees the case.
The Debtor tapped Bruner Wright, PA as legal counsel and
Professional Management Systems, Inc. and BluePoint Financial as
accountants.
AVAYA LLC: Moody's Assigns Caa1 CFR Following Bankruptcy Emergence
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
and Caa1-PD Probability of Default Rating to Avaya LLC following
its emergence from bankruptcy. Moody's also assigned a B3 rating to
the company's senior secured first lien exit term loan. The outlook
assigned is stable.
RATINGS RATIONALE
Avaya's Caa1 CFR reflects the company's significantly improved debt
load, representing an approximately 75% reduction post-emergence,
and good liquidity position supported by $570 million of
unrestricted cash and an undrawn $128M ABL at June 30, 2023. At
the same time, Avaya will incur a sizable cash use approaching $300
million over the next three years by Moody's estimate, in
conjunction with an uncertain operating profile. Avaya faces
meaningful execution risk related to its organizational realignment
and associated $523 million cost action, of which approximately 90%
is complete and will run into FY24. Additionally, the company will
likely need to nearly double its cloud business over five years to
compensate for the anticipated decline in its traditional hardware
and maintenance revenue (while assuming professional services and
managed support services are relatively stable).
Avaya benefits from a sizable installed base, many of which are
large, complex enterprises that are years away from transitioning
to a pure hosted multi-tenant cloud environment. Industry estimates
indicate just under half of contact center revenue was still on
premise in 2022 with such revenues forecasted to decline between 4%
and 5% annually over the next five years. Large enterprises
generally cannot fully "rip and replace" their Avaya-based
architectures without bearing significant cost and execution risk,
providing the company with a still solid incumbency, though these
customers have transitioned portions of their businesses over
time.
Avaya continues to see customer footprint erosion due to fierce
competition for its installed base as evidenced by the nearly 50%
decline in revenue over FY17-FY23E (excluding the divested
networking business). A multitude of players have competed away a
portion of Avaya's customers' businesses that transition to the
cloud, often with superior product solutions and in some cases with
generous financing terms. Improving Avaya's contact center solution
to achieve competitive parity is a key priority for management,
although one that it is far from certain in achieving.
Avaya's path to breakeven free cash flow is contingent upon the
company stabilizing and ultimately growing its revenue base to
about $2 billion while achieving a high teen adjusted EBITDA margin
in 2027. Under more conservative assumptions, Moody's expects Avaya
to burn nearly $300 million in cash over the next three fiscal
years (ending September 30th), approximately two thirds of which is
related to the company's restructuring and related fees. Free cash
flow to debt (Moody's adjusted) will be negative over the same
period.
Governance considerations are a key driver of the rating actions,
given Moody's anticipation for evolving financial strategies
following Avaya's prepackaged bankruptcy exit and resulting
ownership and control by its former creditors. While under new
management following its most recent reorganization, Avaya did not
achieve business results that adequately protected creditor
interests. Social risks reflect Avaya's reliance on highly skilled
workers and exposure to customer relationship risks. Given the
nature of Avaya's operations, the company is not exposed to
meaningful environmental risk.
The stable outlook reflects Moody's view that the company has
sufficient liquidity to meet its immediate post-emergence needs
over the next 12-18 months, providing some headroom for the company
to implement its turnaround plan. This is somewhat offset by the
sizable uncertainty surrounding Avaya's operating profile and
governance risk.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given Avaya's uncertain prospects post-emergence, a rating upgrade
is not expected in the near term. Over time, the ratings could be
upgraded if operating results give greater confidence in revenue
and operating margin improvement expectations, ultimately
supporting the sustainability of the new capital structure.
Conversely, the ratings could be downgraded if the trajectory of
revenue and margin improvements does not materialize such that free
cash flow deficits are anticipated to worsen materially, pressuring
liquidity and reducing financial flexibility.
Liquidity is good, based upon $570 million of unrestricted cash and
availability under the $128 million exit ABL facility (unrated)
subject to letters of credit outstanding and borrowing base value.
This is countered by sizable negative FCF generation relative to
debt projected in the following few years.
The senior secured first lien credit facility is rated B3, one
notch above the CFR, and represents the preponderance of debt in
the long-term capital structure, which benefits from unsecured
debt-like obligations. The notching considers the uncertainty over
treatment of the company's pension liability and trade claims in a
future reorganization. The instrument rating also reflects the
Caa1-PD PDR and an expected average family recovery rate of 50% at
default.
The credit facility provides incremental pari passu debt capacity
up to the greater of $450 million, plus unlimited amounts subject
to 3.3x first lien net leverage ratio. There is no inside maturity
sublimit. A "blocker" provision restricts the transfer of material
intellectual property to unrestricted subsidiaries. The credit
agreement provides some limitations on up-tiering transactions to
contractually subordinate the liens or debt, including the
requirement that all lenders are offered the opportunity to ratably
participate in such other debt and the super-majority lenders have
given prior written consent.
Headquartered in Morristown, New Jersey, Avaya LLC (formerly Avaya
Inc.) is a provider of unified communications and collaboration and
contact center software and services. The company reported revenue
of approximately $1.7 billion for the last twelve months ended June
30, 2023.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
AVIS BUDGET: Moody's Rates New Senior Unsecured Notes 'B1'
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new backed
senior unsecured notes of Avis Budget Car Rental, LLC (Avis) and
Avis Budget Finance, Inc. All other ratings of Avis are unaffected,
including the Ba3 corporate family rating, the Ba1 backed senior
secured rating, and the B1 backed senior unsecured rating on the
existing notes of Avis. The B1 backed senior unsecured rating on
the existing notes of Avis Budget Finance plc are also unaffected.
The outlook is stable.
The proceeds from the offering will be used to redeem all of the
outstanding 4.5% senior unsecured notes due 2025 that are issued by
Avis Budget Finance plc, repay a portion of the senior secured term
loan C maturing in 2029, and for general corporate purposes. The
rating on the 2025 notes will be withdrawn when the notes have been
repaid in full.
RATINGS RATIONALE
The Ba3 corporate family rating reflects the competitive position
that Avis holds in the car rental industry. Avis' revenue is
diversified across on-airport and off-airport operations, leisure
and corporate travel, and by geography. Strategically, Avis is
intently focused on enhancing customer experience, operational
efficiency, fleet discipline, and connectivity.
Despite its oligopolistic nature, the car rental market is highly
competitive and poses several challenges that Avis has to contend
with. These challenges include the cyclical nature of the industry,
the possibility of future imbalances between industry fleet levels
and customer demand, a heavy reliance on capital markets to fund
annual fleet purchases, and the need to adapt to an evolving
transportation landscape.
The normalization that is taking shape in the car rental market is
pressuring last year's peak cycle earnings due to lower revenue per
day, abating capital gains on the sale of used vehicles, and higher
interest expense. Nonetheless, Moody's projects that Avis' pre-tax
income margin will be a robust 15% in 2023, before softening to the
low teens in 2024. Debt/EBITDA will gradually increase as the
benefit from capital gains lessens but will remain about 4 times.
The stable outlook is predicated on Moody's expectation that Avis
will continue to generate solid earnings and cash flow over the
next 12 months, notwithstanding a retreat from the very favorable
market conditions in the last two years.
Moody's anticipates that liquidity will remain good (SGL-2),
supported by a cash balance of at least $500 million and typically
around $1 billion of available capacity under the company's
revolving credit facility. Avis' ability to dispose used vehicles
expeditiously remains critical when demand wanes to raise proceeds
to repay the company's debt obligations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded with evidence that Avis manages its
assets efficiently, while industry fleet capacity and capital
allocation remain disciplined. Metrics that would reflect such
performance include pre-tax income as a percent of sales of at
least 10%; EBITA/average assets of around 10%; and debt/EBITDA
below 3.25 times. Good liquidity is also a requirement for an
upgrade, including prudent management of collateral in the
company's vehicle funding programs.
The ratings could be downgraded if Avis is unable to manage fleet
utilization consistently at approximately 70%, if revenue per
vehicle per day drops considerably, if Avis' ability to dispose
vehicles becomes constrained, or if there is a steep drop in used
vehicle prices that would require Avis to increase collateral under
its vehicle financing programs. Metrics that contribute to a rating
downgrade include pre-tax income as a percent of sales of less than
7.5%, EBITA/average assets of less than 7%, or debt/EBITDA
sustained above 4 times.
The principal methodology used in this rating was Equipment and
Transportation Rental published in February 2022.
Avis Budget Car Rental, LLC is one of the world's leading car
rental companies, operating under the Avis, Budget, and Zipcar
brands in more than 10,000 rental locations worldwide. Revenue for
the last 12 months ended September 2023 was $12.0 billion.
B. GRIFFITH ROOFING: Seeks to Hire Buddy Ford as Legal Counsel
--------------------------------------------------------------
B. Griffith Roofing, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ the law firm of
Buddy D. Ford, PA.
The Debtor requires legal counsel to:
(a) advise the Debtor regarding its powers and duties in the
continued operation of the business and management of the estate's
property;
(b) prepare and file the petition, schedules of assets and
liabilities, statement of affairs, and other documents required by
the court;
(c) represent the Debtor at the Section 341 creditors'
meeting;
(d) advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(e) prepare legal papers;
(f) protect the interest of the Debtor in all matters pending
before the court;
(g) represent the Debtor in negotiation with its creditors in
the preparation of the Chapter 11 Plan; and
(h) perform all other legal services for the Debtor which may
be necessary herein.
The hourly rates of the firm's counsel and staff are as follows:
Buddy D. Ford, Esq. $450
Senior Associate Attorneys $400
Junior Associate Attorneys $350
Senior Paralegal Services $150
Junior Paralegal Services $100
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the commencement of this Chapter 11 case, the Debtor paid
the firm an advance fee of $15,000.
Buddy Ford, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
Buddy D. Ford, PA
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Telephone: (813) 877-4669
Email: Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About B. Griffith Roofing
B. Griffith Roofing, Inc. filed Chapter 11 petition (Bankr. M.D.
Fla. Case No. 23-05000) on Nov. 6, 2023, with up to $1 million in
assets and up to $500,000 in liabilities. Brent S. Griffith,
president, signed the petition.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, PA, represents the Debtor as
legal counsel.
BENITAGO INC: Gets Court Okay to Use Cash Collateral in Chapter 11
------------------------------------------------------------------
Alex Wittenberg of Law360 reports that Amazon brand aggregator
Benitago Inc. received interim approval from a New York bankruptcy
judge Monday, October 30, 2023, to use cash collateral and its
cash-management system after the company and the Office of the U.S.
Trustee agreed to table potential disputes about the orders until a
later hearing.
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.
BIG BOY TOYS: Unsecured Creditors to Split $130K over 5 Years
-------------------------------------------------------------
Big Boy Toys II, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Georgia a Plan of Reorganization under
Subchapter V dated November 7, 2023.
The Debtor is a limited liability company under the laws of the
State of Georgia. It was formed in 2013 and generally performs
grading and other site development services for residential and
commercial building projects.
It expanded into rock crushing over the past few years, but that
line of business did not yield sufficient dividends and created
financial difficulties due to the level of debt necessary to
support that work. Big Boy Toys II, LLC now files this plan to
surrender much of the excess equipment capacity and return itself
to profitability.
Class 11 shall consist of all Allowed Unsecured Claims. Class 11
shall include, but not be limited to, Unsecured Claims held by
Ascendium Machinery, Claim No. 1, in the amount of $4,593.42,
Synergy Rents, LLC, Claim No. 3, in the amount of $36,481.42, and
Site One Landscape Supply, Claim No. 10, in the amount of
$2,273.149, together with the Allowed Unsecured claims as
identified in all Classes.
The claims in Class 11 General Unsecured shall be paid on a pro
rata share of $130,000.00 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.
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.
For Class 11 claims, Debtor shall fund annual payments of
$25,000.00 each, 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 11 claims, as an additional inducement to creditors to
vote in favor of the plan and as new value added to Debtor, John T.
Stevens, IV. 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, John T. Stevens, IV
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. Upon confirmation of the plan, creditors treated under
the plan are barred, estopped, and enjoined from pursuing John T.
Stevens, IV individually as to any claim for money, property,
equitable relief, or any other relief as to the debts treated in
any class under this plan.
A full-text copy of the Plan of Reorganization dated November 7,
2023 is available at https://urlcurt.com/u?l=ZRzdBC from
PacerMonitor.com at no charge.
Attorney for Debtor:
Daniel L. Wilder, Esq.
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 Big Boy Toys II
Big Boy Toys II, LLC is the owner of real estate property located
at 3050 N. Columbia St., Milledgeville, Ga., valued at $275,000.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-51073) on Aug. 9,
2023, with $1,811,500 in assets and $1,743,250 in liabilities. John
T. Stevens, IV, sole member, signed the petition.
Judge James P. Smith oversees the case.
Daniel L. Wilder, Esq., at Emmett L Goodman Jr. LLC represents the
Debtor as legal counsel.
BLOCKFI INC: Exits Chapter 11 Bankruptcy Protection
---------------------------------------------------
Qadir AK of Coinpedia reports that after grappling with the fallout
of FTX's collapse for nearly a year, BlockFi has officially
announced its successful return from bankruptcy. The company is
committed to executing the strategies laid out in its bankruptcy
plan.
With its reorganization plan approved, BlockFi can now focus on
repaying creditors and customers. The financial troubles arose due
to BlockFi's connection with the troubled FTX exchange and the
hedge fund, Three Arrows Capital.
"BlockFi is pleased to announce that its bankruptcy plan (the
"Plan") is effective, and the company has emerged from bankruptcy
as of October 24, 2023."
Not all is smooth though...
However, the path to recovering assets may not be straightforward.
FTX and Three Arrows Capital are currently navigating their own
bankruptcy proceedings, making the asset recovery process complex
and potentially contentious.
"Further updates on timing for this initial distribution will be
sent in the coming months. We are aiming to begin initial
distributions in early 2024. Any subsequent distributions will be
dependent on many factors, including most notably any recoveries
from FTX and its affiliates," the announcement read.
The Dramatic Fall of FTX
Before the collapse of FTX and its subsequent bankruptcy in
November 2022, BlockFi had acquired FTX stablecoins worth hundreds
of millions. The downfall of Sam Bankman-Fried's empire had a
cascading effect, leading to BlockFi's insolvency, along with other
crypto lenders like Celsius Network and Voyager Digital, both of
which filed for bankruptcy last year amidst industry turmoil.
According to an official blog post, BlockFi is now authorized to
take several critical steps as part of its approved plan. These
steps include ensuring the accuracy of claims and the fair
distribution of funds to clients.
BlockFi and FTX
BlockFi had a significant lending relationship with FTX. Its
initial bankruptcy claim indicated a debt of $275 million to FTX.
However, later developments revealed that BlockFi had assets and
loans totaling $1.2 billion with FTX and Alameda. In broader terms,
BlockFi's bankruptcy filings suggest that the company owes as much
as $10 billion to at least 100,000 creditors and former customers.
About BlockFi Inc.
BlockFi is building a bridge between digital assets and traditional
financial and wealth management products to advance the overall
digital asset ecosystem for individual and institutional
investors.
BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in
its early days had backing from influential Wall Street investors
like Mike Novogratz and, later on, Valar Ventures, a Peter
Thiel-backed venture fund as well as Winklevoss Capital, among
others. BlockFi made waves in 2019 when it began providing
interest-bearing accounts with returns paid in Bitcoin and Ether,
with its program attracting millions of dollars in deposits right
away.
BlockFi grew during the pandemic years and had offices in New York,
New Jersey, Singapore, Poland and Argentina.
BlockFi worked with FTX US after it took an $80 million hit from
the bad debt of crypto hedge fund Three Arrows Capital, which
imploded after the TerraUSD stablecoin wipeout in May 2022.
BlockFi had significant exposure to the companies founded by former
FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a
$400 million credit line from FTX US in an agreement that also gave
FTX the option to acquire BlockFi through a bailout orchestrated by
Bankman-Fried over the summer. BlockFi also had collateralized
loans to Alameda Research, the trading firm co-founded by
Bankman-Fried.
BlockFi is the latest crypto firm to seek bankruptcy amid a
prolonged slump in digital asset prices. Lenders Celsius Network
LLC and Voyager Digital Holdings Inc. also filed for court
protection this year. Kirkland & Ellis is also advising Celsius
and Voyager in their separate Chapter 11 cases.
BlockFi Inc. and eight affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on
Nov. 28, 2022. In the petitions signed by their chief executive
officer, Zachary Prince, the Debtors reported $1 billion to $10
billion in both assets and liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis and Haynes and Boone, LLP, as
general bankruptcy counsels; Walkers (Bermuda) Limited as special
Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley
Research Group, LLC as financial advisor; Moelis & Company as
investment banker; and Street Advisory Group, LLC, as strategic and
communications advisor. Kroll Restructuring Administration, LLC,
is the notice and claims agent.
BLUE DOLPHIN: Tartan Oil Terminates Crude Supply Agreement
----------------------------------------------------------
Blue Dolphin Energy Company disclosed in a Form 8-K Report filed
with the Securities and Exchange Commission that Lazarus Energy
LLC, and Nixon Product Storage, LLC, a wholly owned subsidiary of
the Company, were provided the required 60 days' notice of Tartan
Oil LLC's intention to terminate a Crude Supply Agreement and
Terminal Services Agreement effective December 31, 2023. This was
pursuant to a letter dated October 31, received by Lazarus Energy
and Nixon Product Storage on November 2.
Lazarus Energy entered into a Crude Supply Agreement with Pilot
Travel Centers LLC dated May 7, 2019, as amended on November 11,
2019. The Crude Supply Agreement was assigned by Pilot to Tartan
Oil LLC pursuant to an Assignment of Contract dated March 20, 2020.
Related to the Crude Supply Agreement, Tartan stores crude oil at
Blue Dolphin's Nixon facility under a Terminal Services Agreement
with Nixon Product Storage dated June 1, 2019.
There were no penalties associated with the termination.
About Blue Dolphin
Headquartered in Houston, Texas, Blue Dolphin Energy Company --
http://www.blue-dolphin-energy.com-- is an independent downstream
energy company operating in the Gulf Coast region of the United
States. The Company's subsidiaries operate a light sweet-crude,
15,000-bpd crude distillation tower with approximately 1.2 million
bbls of petroleum storage tank capacity in Nixon, Texas. Blue
Dolphin was formed in 1986 as a Delaware corporation and is traded
on the OTCQX under the ticker symbol "BDCO."
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated April 3, 2023, citing that the Company is in default under
secured and related party loan agreements and has a net working
capital deficiency. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
BOB ELLIOTT'S: Seeks to Hire Yip Associates as Accountant
---------------------------------------------------------
Bob Elliott's Music Makers, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Yip Associates, LLC as accountant.
The Debtor requires an accountant to:
(a) prepare monthly operating reports;
(b) prepare cash flow projections to support the Debtor's
proposed Chapter 11 plan of reorganization;
(c) if necessary, assist the Debtor with its review of
claims;
(d) attend hearings and meetings with counsel and the court;
and
(e) amend or complete tax returns that have not been filed or
filed incorrectly.
The hourly rates of the firm's counsel and staff are as follows:
Partner $525
Directors $400
Managers $315 - $350
Associates $245 - $275
Paraprofessionals $195
In addition, the firm will seek reimbursement for expenses
incurred.
On Sept. 15, the firm received a total retainer of $10,000.
Hernan Serrano, MBA, a partner at YIP Associates, 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:
Hernan Serrano, MBA
YIP Associates, LLC
112 W. 34th Street, 18th Floor
New York, NY 10120
Telephone: (732) 784-4402
Facsimile: (888) 632-2672
Email: hserrano@yipcpa.com
About Bob Elliott's Music Makers
Bob Elliott's Music Makers, LLC filed Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 23-11556) on Sept. 27, 2023, with as much as $1
million in both assets and liabilities.
Judge Lisa G. Beckerman oversees the case.
The Debtor tapped Norma E. Ortiz, Esq., at Ortiz & Ortiz, LLP as
bankruptcy counsel and Hernan Serrano, MBA, at YIP Associates, LLC
as accountant.
BROIT BUILDERS: Amends Plan to Include Several Secured Claims
-------------------------------------------------------------
Broit Builders, Inc., d/b/a Broit Lifting, submitted a First
Amended Plan of Reorganization dated November 6, 2023.
The Plan proposes to pay creditors of the Debtor from its income.
To fund the Plan, the Debtor will use its income, including all
projected Disposable Income ("PDI") set forth in the Financial
Projections. Specifically, the Debtor will use its income,
including all PDI for the 5-year period beginning on the date that
the first payment is due under the Plan (the "Relevant Income
Period").
While the Plan accounts for financial uncertainty and declining
demand in the event of circumstances outside the Debtor's control,
it provides self-contained means of further reorganization to
ensure creditors receive no less than they would receive if the
Debtor were liquidated. Specifically, the Plan has self-executing
default provisions, subject to adjustments by the Court, which
provide an alternate means of paying creditors no less than
Liquidation Value.
Class 40 consists of Chrysler's scheduled claim, as the lessor of
the Chrysler Collateral. The Debtor surrendered, or will surrender
within 30 days of the Effective Date, the Chrysler Collateral to
Chrysler in full satisfaction of this claim with no deficiency.
Class 40 did not file a proof of claim and, therefore, shall not be
entitled to a deficiency claim. This Class is unimpaired by this
Plan.
Class 41 consists of Raney's scheduled secured claim totaling
$10,000.00, secured by the Raney Collateral. The Debtor
surrendered, or will surrender within 30 days of the Effective
Date, the Raney Collateral to Raney in full satisfaction of this
claim with no deficiency. Class 41 did not file a proof of claim
and, therefore, shall not be entitled to a deficiency claim. This
Class is unimpaired by this Plan.
Class 42 consists of the Blue Bridge scheduled claim totaling
$62,681. This class is an empty class. Specifically, this claim of
Blue Bridge was misidentified in the Debtor's schedules. The claim
actually belongs to First Citizens (identified as FC hereunder).
Therefore, is treated as a Class 9, 10 and/or 17 claim, as
identified in such respective claims.
Class 43 consists of allowed General Unsecured Creditors.
Beginning on the first day of the fourth calendar month after the
Effective Date, the Class shall receive a pro rata quarterly
distribution collectively totaling the Debtor's PDI for the 3 full
calendar months immediately preceding such payment, after payment
of administrative expense claims and priority tax claims. This
Class shall be paid until their allowed claims are paid in full, or
30 days after the Relevant Income Period (i.e., 5 years) expires,
whichever is earlier. This Class is impaired by this Plan.
Payments required under the Plan will be funded from revenues
generated by continued operations.
A full-text copy of the First Amended Plan dated November 6, 2023
is available at https://urlcurt.com/u?l=IjWsgc from
PacerMonitor.com at no charge.
Debtor's Counsel:
Mike Dal Lago, Esq.
DAL LAGO LAW
999 Vanderbilt Beach Rd. Suite 200
Naples FL 34108
Tel: 239-571-6877
E-mail: mike@dallagolaw.com
About Broit Builders
Broit Builders, Inc., doing business as, Broit Lifting offers tile
transport, storage, and loading services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00762) on July 10,
2023, with $4,362,604 in assets and $5,922,297 in liabilities. Amy
Denton Mayer has been appointed as Subchapter V trustee.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, at Dal Lago Law, is the Debtor's legal counsel.
BROOKFIELD WEC: Fitch Hikes LongTerm IDRs to 'B+', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded Brookfield WEC Holdings Inc.'s and
Brookfield WEC Holdings Sub-Aggregator LP's (WEC; operating under
the name Westinghouse Electric Company) Long-Term Issuer Default
Ratings (IDRs) to 'B+' from 'B'. The Rating Outlook is Stable.
Fitch has also upgraded WEC's asset-based lending (ABL) facility to
'BB+'/'RR1' from 'BB'/'RR1' and its senior secured revolving credit
facility (RCF) and term loans to 'BB-'/'RR3' from 'B+'/'RR3'.
The upgrade reflects the improved visibility on the company's
EBITDA expansion and deleveraging path following recent order wins
and a growing backlog, with EBITDA leverage expected to be at or
below 4.5x, Fitch's prior positive sensitivity, in 2024 and the
near future. Fitch expects the company, under the new Brookfield
Renewable Partners (BEP; BBB+/Stable) and Cameco ownership, to
adopt a capital allocation and financial policy to pursue select
bolt-on acquisitions, retain financial flexibility, and manage its
leverage under 4.5x.
KEY RATING DRIVERS
Contract Wins Boost Visibility: WEC has been successful in winning
new orders, bolstering its backlog and improving the long-term
revenue visibility. As of Sept. 30, 2023, WEC orders entered
reached $5.3 billion over the trailing twelve-month period, from
$3.2 million a year ago. WEC continues to gain market share in its
nuclear fuel business as Eastern European countries look to expand
their nuclear generation footprint while also reducing their
dependency on Russia. Every utility operating a Water-Water
Energetic Reactor (VVER) outside of Russia has now signed an
agreement with WEC for fuel.
High Recurring Revenue Base: Fitch expects WEC's operating plant
services and nuclear fuel businesses to grow in the low-single
digits in the medium term, offsetting a decline in energy system
contributions while also improving business stability. WEC benefits
from a large installed base with about 85% of its revenues coming
from its recurring, nondiscretionary nuclear fuel and operating
plant services (OPS) businesses.
Customer contracts are typically multi-year, with nuclear fuel
contracts typically ranging from 10-15 years and outage services
ranging from three to five years. The industry's high barriers of
entry, regulatory requirements and long and costly switching
process coupled with the company's OEM status and technology
content also help keep customer retention high (95%+).
New Ownership: BEP and Cameco completed the acquisition of WEC from
Brookfield Business Partners (BBU) with BEP and its institutional
partners owning a 51% stake, and Cameco owning the remaining 49%.
The companies intend to remain long-term partners with WEC given
its industry leadership and the critical role nuclear has as a
zero-carbon technology. BEP and Cameco will each have three
directors on the board. Following the ownership change, Fitch
expects the company to maintain a more disciplined financial policy
and keep distributions at moderate levels.
According to management, the company will focus on sustainable
long-term growth while prioritizing organic growth opportunities
and managing to a conservative leverage profile. Fitch expects WEC
to approach M&A in a balanced manner targeting smaller bolt-on
acquisitions with shareholder distributions, if any, funded by
residual cash flow.
Positive Nuclear Outlook: The outlook for nuclear power has
improved in recent years, particularly after the Russian invasion
of Ukraine. Policy is increasingly supportive of nuclear energy as
it is seen as an energy alternative for countries seeking to
balance security of supply while transitioning away from fossil
fuels. In a report published October 2023, The International Energy
Agency (IEA) also noted improved prospects for nuclear power in
leading markets, with lifetime extensions of existing nuclear
reactors in Japan, Korea, and the U.S., and significant capacity
growth expected in China and the rest of Asia.
Strong Financial Flexibility: WEC's flexibility is supported by
expectations of solid liquidity and pre-dividend FCF generation.
Fitch expects EBITDA interest coverage to be around 3x in 2023 and
over the forecast period. WEC's coverage is stronger than the 'B'
rating category midpoint for diversified industrial firms.
Leading Market Position and Technology: WEC has a leading
technology position in the commercial nuclear reactor space, with
approximately half of the world's nuclear reactors running on its
technology. These reactors were either built by WEC or other
companies that licensed its technology. In the U.S. and Europe, the
company has a top one or top two market position in nuclear plant
services, benefiting from intellectual property, technical
expertise, intense regulations, high switching costs and an
extended fuel licensing process. The company also has a presence in
China, where much of the world's upcoming growth in nuclear energy
generation is expected, though there is a risk of increased
competition from local firms.
Parent Subsidiary Linkage (PSL): Fitch rates WEC on a standalone
basis. Consistent with Fitch's approach with Brookfield affiliates,
Fitch views the Brookfield as financial investors and does not
apply PSL linkage.
DERIVATION SUMMARY
WEC's ratings reflect its leading market position servicing the
nuclear reactor market, strong technological capabilities,
recurring demand focused offering and prospects of improving
profitability. These factors are weighed against its concentration
in the nuclear energy market and, execution risks associated with
its growth strategies. Fitch expects WEC's EBITDA margins to be
around 18% after the BHI acquisition. EBITDA interest coverage is
strong for the category while leverage is consistent.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer:
- 2023 revenues benefit from a full year of contribution from BHI
and higher fuel volume. Sales growth is expected to moderate to
low-single digit organic growth through the forecast with some
variability largely due to fuel and outage cycles;
- EBITDA margins of around 17% in 2023 and gradually improving to
about 18%-19% as the company benefits from synergies with BHI and
reported segment losses from the energy systems segment moderate in
the latter part of the forecast period;
- Restructuring and non-recurring deal costs remain elevated over
the next couple of years. Catch-up pension contributions are made
over the next few years;
- Net leverage falls to around 4.0x over the forecast period,
consistent with WEC's financial policies;
- Capital intensity of around 4%-5%;
- No large-scale transactions such as the sale of WEC or a
large-scale acquisition is assumed;
- Excess cashflow is distributed to shareholders;
- Effective interest rate in the 7.0%-7.5% range through FY2026.
RECOVERY ANALYSIS
The recovery analysis for a hypothetical future bankruptcy assumes
that WEC would be considered a going concern (GC) in bankruptcy,
and that the company would be reorganized rather than liquidated.
Fitch has assumed a 10% administrative claim.
The GC EBITDA estimate of $480 million reflects Fitch's view of a
sustainable post-reorganization EBITDA level, upon which the agency
bases the valuation of the company. It includes BHI after the
divestiture of the power delivery business. The GC EBITDA reflects
a conservative scenario where there is a long-term decline in the
nuclear industry without incremental newbuilds, and the potential
for significant liabilities arising from nuclear or environment
incidents. The estimate also reflects Fitch's assumption that WEC
can mitigate adverse conditions with additional cost reductions.
An enterprise value multiple of 6x is used to calculate a
post-reorganization valuation and reflects several factors. The
recent bankruptcy exit multiple for WEC, based on the $3.8 billion
purchase price by Brookfield (including transaction costs) was 9x
based on fiscal 2017 EBITDA, and 7x based on fiscal 2018 EBITDA. In
addition, the 2018 acquisition of WEC's key competitor, Framatome,
was completed at approximately 8x EBITDA. The acquisition of BHI
was completed at 9.0x EBITDA, before synergies.
The ABL facility and first-lien RCF are assumed to be fully drawn
upon default. The ABL facility is senior to the first-lien RCF and
term loans and was 75% drawn at the end of 2022.
The waterfall results in a 'RR1' Recovery Rating for the ABL
facility of $200 million, representing outstanding recovery
prospects. The waterfall also indicates a 'RR3' for the first-lien
RCF of $200 million and term loan of $3.5 billion, corresponding to
good recovery prospects.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- WEC adheres to a disciplined financial policy supporting EBITDA
leverage maintained below 4.0x;
- New contracts wins and renewals lead to a growing backlog that
support EBITDA expansion.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Decline in backlogs and contract renewals that erode earnings and
cash flow stability;
- An aggressive financial policy leads to EBITDA leverage
maintained above 4.5x or EBITDA interest coverage sustained below
2.5x;
- Higher than expected investments or losses from the energy
systems business.
LIQUIDITY AND DEBT STRUCTURE
Fitch considers WEC's liquidity to be sufficient given the
company's cash, revolver availability and pre-dividend FCF
generation. As of June 30, 2023, WEC had liquidity of $332 million
including $217 million of cash and equivalents and $115 million of
availability on its revolving credit facility including its ABL.
Fitch expects WEC to pay down its revolving credit facilities in
2023, and the company's scheduled amortization in 2023 and 2024 are
manageable. The company's First Lien Term Loan of $2.9 billion and
incremental term loan of about $550 million are scheduled to mature
in August 2025. The two revolving facilities mature in June 2026
with a springing trigger to May 2025 on the ABL revolver.
ISSUER PROFILE
Westinghouse Electric Company provides a variety of engineering
services, nuclear fuel and various components for nuclear power
plants globally. It was acquired out of bankruptcy by Brookfield
Asset Management in 2018.
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
----------- ------ -------- -----
Brookfield WEC
Holdings
Sub-Aggregator LP LT IDR B+ Upgrade B
Brookfield WEC
Holdings Inc. LT IDR B+ Upgrade B
senior secured LT BB+ Upgrade RR1 BB
senior secured LT BB- Upgrade RR3 B+
CACTUS LAND: Taps Shapiro, Blasi, Wasserman & Hermann as Counsel
----------------------------------------------------------------
Cactus Land Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ the law firm
of Shapiro, Blasi, Wasserman & Hermann, PA.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the continued management of its financial affairs and
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 of a Chapter 11 plan and disclosure statement.
Matthew Kish, Esq., an attorney at Shapiro, 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:
Matthew S. Kish, Esq.
Shapiro, Blasi, Wasserman & Hermann, PA
7777 Glades Road, Suite 400
Boca Raton, FL 33434
Telephone: (561) 477-7800
Email: mkish@sbwh.law
About Cactus Land Holdings
Cactus Land Holdings, Inc. is a resident-owned manufactured home
community in Florida.
The Debtor filed Chapter 11 petition (Bankr. S.D. Fla. Case No.
23-19135) on Nov. 6, 2023, with $4,478,161 in assets and $1,887,404
in liabilities. Jack "Jay" Rust, Jr., president, signed the
petition.
Judge Peter D. Russin oversees the case.
Matthew S. Kish, Esq., at Shapiro Blasi Wasserman & Hermann PA,
represents the Debtor as legal counsel.
CARVANA CO: Moody's Rates New Senior Secured Global Notes 'Ca'
--------------------------------------------------------------
Moody's Investors Service assigned a Ca ratings to Carvana Co.'s
approximately $981 million senior secured global notes due 2028,
$1.47 billion senior secured global notes due 2030 and $1.74
billion senior secured global notes due 2031. All other ratings
remain unchanged including the company's Caa3 corporate family
rating, Caa3-PD probability of default rating, and Ca senior
unsecured global notes ratings. The speculative grade liquidity
rating (SGL) remains unchanged at SGL-4 and maintained the stable
outlook.
The Ca rating on the senior secured notes reflects the high
likelihood of further defaults and a low expected recovery given
its lack of profitability and limited amount of available assets
versus total debt liabilities. However, the ratings also consider
the position of the senior secured notes in Carvana's capital that
would provide them a better expected recovery versus the senior
unsecured notes in a distress scenario, as well as the significant
amount of floor plan financing that is secured by Carvana's
inventory and is senior to both the senior secured notes and senior
unsecured notes.
RATINGS RATIONALE
Carvana's Caa3 CFR reflects the high likelihood of further defaults
as well as the low expected recovery rates given its lack of
profitability, negative free cash flow and very weak credit
metrics. Moody's expects Carvana's free cash flow deficits will
continue, particularly as the amount of secured debt increases, its
interest expense goes cash pay and as gross profit per vehicle and
inventories remain under pressure. The ratings also reflect the
company's very aggressive financial policies that resulted in its
initiative to try and right size its capital structure that
resulted in what Moody's deems a distressed exchange.
The stable outlook reflects the benefits of lower debt levels and
cash interest expense that will help to mitigate the deterioration
in balance sheet cash and cash flow deficits over the near term
although the ratings also indicates that there remains a high
probability of default and low expected recovery in a default
situation for senior unsecured noteholders.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded once the company is able to generate
consistent positive earnings and free cash flow while maintaining
adequate liquidity that would result in a lower likelihood of
default.
Ratings could be downgraded if recovery values are less than
expected or should Carvana fail to make its interest or principal
payments in a timely manner or the probability of default
increase.
Headquartered in Tempe, Arizona, Carvana Co., is a leading online
retailer of used vehicles, with revenue for the last twelve month
period ending September 30, 2023, of around $11.2 billion. The
principal methodology used in these ratings was Retail and Apparel
published in November 2023.
CELSIUS NETWORK: NY Judge Urges SEC to Weigh Restart Plan Quickly
-----------------------------------------------------------------
Jonathan Randles of Bloomberg Law reports that the New York judge
overseeing Celsius Network LLC's bankruptcy urged the US Securities
and Exchange Commission to move quickly in deciding if it will
authorize the failed crypto lender's plan to transform itself
through Chapter 11 into a publicly-traded Bitcoin mining firm.
Judge Martin Glenn told an SEC lawyer during a Monday, October 30,
2023, court hearing he hopes the regulator will go through its own
decision-making process expeditiously because Celsius and its
creditors have moved through Chapter 11 relatively quickly.
"The SEC will make whatever decision it believes is the correct
one," Glenn said.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtor estimated assets and liabilities between $1
billion and $10 billion.
Judge Martin Glenn oversees the cases.
The Debtors tapped Kirkland & Ellis LLP as legal counsel;
Centerview Partners as financial advisor; Alvarez & Marsal as
restructuring advisor; and RSM US LLP as independent auditor.
Stretto is the claims agent.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as blockchain forensics
advisor; M3 Advisory Partners, LP as financial advisor; Perella
Weinberg Partners, LP as investment banker; and Gornitzky & Co. as
its Israeli counsel.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
CENTERPOINT PRODUCTIONS: Continued Operations to Fund Plan
----------------------------------------------------------
Centerpoint Productions, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Texas a Plan of Reorganization dated
November 7, 2023.
The Debtor operates a commercial cabinetry shop. The Debtor is
currently owned 100% by David Horowitz.
The Debtor has continued operations post petition. The Debtor has
entered into a cash collateral order which has allowed the Debtor
to maintain operations. The Debtor's Operating Reports show the
Debtor has been operating profitability during the case.
The Debtor believes that the business is beginning to return to
pre-pandemic levels. The Debtor intends to continue operations.
Based upon the projections, the Debtor believes it can service the
debt to the creditors.
The Debtor's Plan will break the existing claims into 13 categories
of Claimants. These claimants will receive cash payments over a
period of time beginning on the effective date.
Class 12 consists of Allowed Unsecured Creditors. All unsecured
creditors shall share pro rata in the unsecured creditors pool. The
Debtor shall make monthly payments commencing 30 days after the
effective date of $5,000 into the unsecured creditors' pool. The
amount represents the Debtor's disposable income.
The Debtor shall make distributions to the Class 12 creditors every
90 days commencing 90 days after the first payment into the
unsecured creditors pool. The Debtor shall make 36 payments into
the unsecured creditors pool. Any Class 12 creditor that has filed
a UCC-1 shall be deemed to consent a release of any UCC-1 filing
upon confirmation of the Plan. The Class 12 creditors are impaired
under this Plan.
The current owner will receive no payments under the Plan, however,
he will be allowed to retain his ownership in the Debtor.
Debtor anticipates the continued operations of the business to fund
the Plan.
A full-text copy of the Plan of Reorganization dated November 7,
2023 is available at https://urlcurt.com/u?l=R0iaLu from
PacerMonitor.com at no charge.
Proposed Attorneys for Debtor:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Centerpoint Productions
Centerpoint Productions, Inc. is a manufacturer of commercial
cabinetry. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-31716-sgj11) on
August 10, 2023.
In the petition signed by David Horowitz, president, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Eric A. Liepins, Esq. represents the Debtor as legal counsel.
COLORADO FOOD: Seeks Approval to Hire SMC Company as Accountant
---------------------------------------------------------------
Colorado Food Enterprises, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ SMC
Company, LLC as accountant.
The Debtor requires an accountant to assist in preparing its
monthly operating reports and provide other accounting-related
services.
SMC will charge a monthly fee of $1,000 for preparing the Debtor's
monthly operating reports. The firm will charge an hourly rate of
$300 for any additional accounting-related services.
Stephen Chan, CPA, a member and manager of SMC, 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:
Stephen Chan, CPA
SMC Company, LLC
2598 S. Lewis Way
Unit Suite B
Lakewood, CO 8022
Telephone: (720) 205-5062
Facsimile: (888) 711-3140
Email: schan@smctax.com
About Colorado Food Enterprises
Colorado Food Enterprises Inc. is a collection of locally owned
companies that provide a variety of products and food production
services.
The Debtor filed Chapter 11 petition (Bankr. D. Colo. Case No.
23-14259) on Sept. 21, 2023, with $774,251 in assets and $5,006,437
in liabilities. Mark Dennis, a certified public accountant at SL
Biggs, has been appointed as Subchapter V trustee.
Judge Michael E. Romero oversees the case.
The Debtor tapped Aaron A. Garber, Esq., at Wadsworth Garber Warner
Conrardy, PC as legal counsel and Stephen Chan, CPA at SMC Company,
LLC as accountant.
COMPREHENSIVE PAIN: Quality of Care Maintained, 2nd PCO Report Says
-------------------------------------------------------------------
Erika Hart, the court-appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the Eastern District of Michigan a
second report regarding the quality of patient care provided by
Comprehensive Pain Solutions, PLLC.
As of the petition date, Comprehensive Pain Solutions operated
three locations at Canton, Livonia and Belleville. Since the
petition date, Comprehensive Pain Solutions closed the Belleville
location.
The PCO reported that Dr. Jeffrey Rosenberg advised that
transitioning patients from the Belleville location to the Canton
and Livonia locations was very successful, with few if any patients
choosing another provider due to the closure of the Belleville
location.
In addition, all insurance and licenses are being maintained by
Comprehensive Pain Solutions and it has seen very little patient or
staff turnover since the petition date.
At the Sept. 13 meeting, Dr. Rosenberg expressed frustration at
certain drug vendors who were unwilling to do business with
Comprehensive Pain Solutions post-petition. While Comprehensive
Pain Solutions was able to obtain necessary medications and other
supplies through other vendors, since that time, it appears
Comprehensive Pain Solutions and its counsel have satisfied certain
vendor concerns in order to proceed without resourcing the supplies
needed.
The Ombudsman noted that Comprehensive Pain Solutions appears to
have continued the same quality of care post-petition as
pre-petition.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=Arh7Po from PacerMonitor.com.
About Comprehensive Pain Solutions
Comprehensive Pain Solutions, PLLC filed Chapter 11 petition
(Bankr. E.D. Mich. Case No. 23-45664) on June 26, 2023, with up to
$10 million in both assets and liabilities. Jeffrey M. Rosenberg,
manager, signed the petition.
Judge Maria L. Oxholm oversees the case.
The Debtor tapped Daniel J. Weiner, Esq., at Schafer and Weiner,
PLLC as legal counsel.
Erika Hart is the patient care ombudsman appointed in the Debtor's
Chapter 11 case.
CONTINENTAL AMERICAN: Hires Mid American as Financial Consultant
----------------------------------------------------------------
Continental American Corporation and its affiliate seek approval
from the U.S. Bankruptcy Court for the District of Kansas to employ
Mid American Financial Solutions LLC as financial consultant.
The firm will provide financial consulting, to be limited to
services related to the generation of capital infusions, whether in
the form of new equity, new debt structures, sales, or any
combination of the foregoing. The firm will locate, negotiate with,
provide information to, and advise the Debtors concerning sources
of such capital infusions.
The firm will be paid $10,000, $2,000 per week thereafter, plus
expenses, until services are terminated by Debtor, or until the
Court enters an order terminating the firm's employment on the
request of any party in interest for good cause show.
Alex Mervis, a member at Mid American Financial Solutions LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Alex Mervis
Mid American Financial Solutions LLC
4550 SE 140th Ave.
Cheney, KS 67025
About Continental American Corporation
Continental American Corporation operates a balloon manufacturing
business in Wichita, Kan.
Continental American and its affiliate, Pioneer National Latex,
Inc., filed Chapter 11 petitions (Bankr. D. Kan. Lead Case No.
23-10938) on Sept. 22, 2023. Judge Mitchell L. Herren oversees the
cases.
At the time of the filing, Continental American reported $50
million to $100 million in assets and $10 million to $50 million in
liabilities while Pioneer National Latex reported $1 million to $10
million in assets and $10 million to $50 million in liabilities.
David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A. represents
the Debtors as legal counsel.
CORE SCIENTIFIC: Enters Plan Deal With Noteholders
--------------------------------------------------
Core Scientific, Inc. (OTC: CORZQ) said Oct. 30, 2023, that it and
certain of its affiliates have reached an agreement in principle
(the "Restructuring Term Sheet") with the Ad Hoc Noteholder Group
and the Equity Committee regarding the terms of a chapter 11 plan
of reorganization.
The Restructuring Support Agreement, if and when executed by the
Debtors, the Ad Hoc Noteholder Group and the Equity Committee, is
expected to include terms regarding restructuring transactions
consistent with those terms set forth in the Restructuring Term
Sheet, a copy of which is available at:
https://www.sec.gov/Archives/edgar/data/1839341/000119312523266221/d524676dex992.htm
On Nov. 14, 2023, the Debtors filed a revised Third Amended Plan
and a related revised Disclosure Statement for the Revised Third
Amended Plan with the Bankruptcy Court. The Revised Third Amended
Disclosure Statement describes, among other things, the Revised
Third Amended Plan; the Restructuring; the events leading to the
Chapter 11 Cases; certain events that have occurred or are
anticipated to occur during the Chapter 11 Cases, including the
anticipated solicitation of votes to approve the Revised Third
Amended Plan from certain of the Debtors' creditors; and certain
other aspects of the Restructuring.
Although the Debtors intend to pursue the Restructuring in
accordance with the terms set forth in the Revised Third Amended
Plan, there can be no assurance that the Revised Third Amended Plan
will be approved by the Bankruptcy Court or that the Debtors will
be successful in consummating the Restructuring or any other
similar transaction on the terms set forth in the Revised Third
Amended Plan, on different terms or at all.
Bankruptcy law does not permit solicitation of acceptances of a
proposed Chapter 11 plan of reorganization until the Bankruptcy
Court approves a disclosure statement relating to the Revised Third
Amended Plan.
The Revised Third Amended Disclosure Statement is being submitted
to the Bankruptcy Court for approval but has not been approved by
the Bankruptcy Court to date.
A copy of the Third Amended Disclosure Statement is available at
https://www.sec.gov/Archives/edgar/data/1839341/000119312523278008/d921645dex992.htm
About Core Scientific
Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S.
publicly-traded Bitcoin mining company in computing power. Core
Scientific, which was formed following a business combination in
July 2021 with blank check company XPDI, is a large-scale operator
of dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third-party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core
was formed following a business combination in July 2021 with XPDI,
a blank check company.
In July 2022, one of the Company's largest customers, Celsius
Mining LLC, filed for Chapter 11 bankruptcy in New York. With low
Bitcoin prices depressing mining revenue to a record low, Core
Scientific first warned in October 2022 that it may have to file
for bankruptcy if the company can't find more funding to repay its
debt that amounts to over $1 billion. Core Scientific did not make
payments that came due in late October and early November 2022 with
respect to several of its equipment and other financings, including
its two bridge promissory notes.
Core Scientific and its affiliates filed petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific
had total assets of US$1.4 billion and total liabilities of US$1.3
billion.
Judge David R. Jones oversees the cases.
The Debtors hired Weil, Gotshal & Manges, LLP, as legal counsel;
PJT Partners, LP as investment banker; and AlixPartners, LLP as
financial advisor. Stretto is the claims agent.
A group of Core Scientific convertible bondholders is working with
restructuring lawyers at Paul Hastings. Meanwhile, B. Riley
Commercial Capital, LLC, as administrative agent under the
Replacement DIP facility, is represented by Choate, Hall & Stewart,
LLP.
On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee tapped Willkie Farr & Gallagher,
LLP as legal counsel and Ducera Partners, LLC as investment
banker.
The U.S. Trustee for Region 7 appointed an official committee of
equity security holders. The equity committee is represented by
Vinson & Elkins, LLP.
CROOM PROPERTIES: Seeks to Hire Bonnette Auction Co. as Auctioneer
------------------------------------------------------------------
Croom Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Louisiana to employ Bonnette Auction
Company.
The Debtor needs an auctioneer to assist in the marketing and sale
of its assets.
The firm has agreed to perform the services at the following rate:
10 percent commission paid by the seller, plus a buyer's premium of
10 percent to be paid by the buyer.
Barbara Bonnette, a member of Bonnette Auction Company, disclosed
in a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Barbara Bonnette
Bonnette Auction Company
3804 McKeithen Drive
Alexandria, LA 71303
Telephone: (318) 443-6614
Email: info@bonnetteauctions.com
About Croom Properties
Croom Properties, LLC, a company in Alexandria, La., filed Chapter
petition (Bankr. W.D. La. Case No. 23-80564) on Oct. 6, 2023, with
$33,500 in assets and $1,062,377 in liabilities. David C. Croom,
member, signed the petition.
Judge Stephen D. Wheelis oversees the case.
Thomas R. Willson, Esq., represents the Debtor as legal counsel.
CYTODYN INC: New Directors, Exec Pay OK'd at Annual Meeting
-----------------------------------------------------------
CytoDyn Inc. recently held its 2023 Annual Meeting of
Stockholders.
On November 9, 2023, the Inspector of Election issued its final
report certifying the final voting results for the Annual Meeting,
which were as follows:
(1) Election of Directors: The stockholders elected Tanya
Durkee Urbach, Stephen M. Simes, Ryan M. Dunlap, Lishomwa C.
Ndhlovu, M.D., Ph.D., and Karen J. Brunke, Ph.D., to serve until
the Company's 2024 annual meeting of stockholders and until their
successors are duly elected and qualified or until their earlier
death, resignation, or removal
(2) Advisory vote on compensation of named executive officers:
The stockholders approved, on an advisory basis, the compensation
paid to the Company's named executive officers.
(3) Vote to amend the Company's certificate of incorporation
to increase the total number of authorized shares of common stock
from 1,350,000,000 to 1,750,000,000 shares: The stockholders
approved an amendment to the Company's certificate of incorporation
to increase the total number of authorized shares of common stock
from 1,350,000,000 to 1,750,000,000 shares.
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
https://www.cytodyn.com -- is clinical-stage biotechnology company
focused on the development and commercialization of leronlimab, an
investigational humanized IgG4 monoclonal antibody (mAb) that is
designed to bind to C-C chemokine receptor type 5 (CCR5), a protein
on the surface of certain immune system cells that is believed to
play a role in numerous disease processe. CytoDyn is studying
leronlimab in multiple therapeutic areas, including infectious
disease, cancer, and autoimmune conditions.
CytoDyn reported a net loss of $79.82 million for the year ended
May 31, 2023, compared to a net loss of $210.82 million for the
year ended May 31, 2022. As of May 31, 2023, the Company had $11.29
million in total assets, $120.79 million in total liabilities, and
a total stockholders' deficit of $109.51 million.
San Jose, California-based Macias Gini & O'Connell LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated Sept. 13, 2023, citing that the
Company incurred a net loss of approximately $70,146,000 for the
year ended May 31, 2023 and has an accumulated deficit of
approximately $832,012,000 through May 31, 2023, which raises
substantial doubt about its ability to continue as a going concern.
D&S ENTERPRISES: Taps Silverang, Rosenzweig & Haltzman as Counsel
-----------------------------------------------------------------
D&S Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to employ Silverang,
Rosenzweig & Haltzman, LLC to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Kevin J. Silverang, Esq. $625
Mark S. Haltzman, Esq. $550
William T. Dion, Esq. $425
Eric B. Freedom, Esq. $350
Kayleen Daley, Paralegal $190
Jasmin Johnson, Paralegal $125
Mark Haltzman, Esq., a partner at Silverang, Rosenzweig & Haltzman,
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:
Mark S. Haltzman, Esq.
Eric B. Freedman, Esq.
Silverang Rosendzweig & Haltzman, LLC
900 East 8th Avenue, Suite 300
King of Prussia PA 19406
Telephone: (610) 263-0115
Facsimile: (215) 754-4934
Email: mhaltzman@sanddlawyers.com
efreedman@sanddlawyers.com
About D&S Enterprises
D&S Enterprises, Inc., a company in Bernville, Pa., filed Chapter
11 petition (Bankr. E.D. Pa. Case No. 23-13318) on Nov. 2, 2023,
with $1 million to $10 million in both assets and liabilities. Scot
Powell, president, signed the petition.
Judge Patricia M. Mayer oversees the case.
Mark S. Haltzman, Esq., at Silverang Rosendzweig & Haltzman, LLC
serves as the Debtor's legal counsel.
DELCATH SYSTEMS: Incurs $20.3 Million Net Loss in Third Quarter
---------------------------------------------------------------
Delcath Systems, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $20.34 million on $434,000 of total revenues for the three
months ended Sept. 30, 2023, compared to a net loss of $8.88
million on $906,000 of total revenues for the three months ended
Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company recorded a
net loss of $36.54 million on $1.53 million of total revenues
compared to a net loss of $28.04 million on $2.08 million of total
revenues for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $47.58 million in total
assets, $22.86 million in total liabilities, and $24.72 million in
total stockholders' equity.
Delcath said, "The Company's future results are subject to
substantial risks and uncertainties. The Company has operated at a
loss for its entire history and there can be no assurance that it
will ever achieve or maintain profitability. The Company has
historically funded its operations primarily with proceeds from
sales of common stock, warrants and prefunded warrants for the
purchase of common stock, sales of preferred stock, proceeds from
the issuance of convertible debt and borrowings under loan and
security agreements.
"The Company believes that current cash and cash equivalents will
enable the Company to have sufficient cash through the launch of
HEPZATO. If there is a substantial delay in the launch of HEPZATO,
the Company expects to need to raise additional capital under
structures available to the Company, including debt and/or equity
offerings, which may not be on favorable terms. If
commercialization were significantly delayed, the Company would not
have sufficient funds to meet its obligations within twelve months
from the issuance date of these condensed consolidated financial
statements. As such, there is uncertainty regarding our ability to
maintain liquidity sufficient to operate our business effectively,
which raises substantial doubt about our ability to continue as a
going concern."
"The Company has been preparing for a January launch of HEPZATO KIT
by building our commercial team and engaging with potential
treating centers," said Gerard Michel, chief executive officer of
Delcath. Mr. Michel added, "We have been encouraged by the
reception that HEPZATO KIT has received from the medical oncologist
community and are confident that by the end of 2024 at least 15
centers will be actively treating metastatic uveal melanoma
patients with HEPZATO KIT."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/872912/000162828023038618/dcth-20230930.htm
About Delcath Systems
Headquartered in New York, NY, Delcath Systems, Inc. --
http://www.delcath.com-- is an interventional oncology company
focused on the treatment of primary and metastatic liver cancers.
The Company's lead product candidate, the HEPZATO KIT (melphalan
hydrochloride for injection/hepatic delivery system), is a
drug/device combination product. HEPZATO is designed to administer
high-dose chemotherapy to the liver while controlling systemic
exposure and associated side effects.
Delcath reported a net loss of $36.51 million for the year ended
Dec. 31, 2022, compared to a net loss of $25.65 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$30.60 million in total assets, $25.31 million in total
liabilities, $18.37 million in mezzanine equity, and a total
stockholders' deficit of $13.07 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
DENTAL EXPRESSION: Unsecureds to Get 20% Dividend in Plan
---------------------------------------------------------
Dental Expression, PLLC, filed with the U.S. Bankruptcy Court for
the Western District of Tennessee a Third Plan of Reorganization.
The Debtor is a Tennessee Professional Limited Liability Company
that is owned and managed by one individual.
Claim 7 consists of the Unsecured Priority Claim of Department of
Treasury. The Department of Treasury holds an unsecured priority
claim for delinquent federal income taxes in the amount of
$23,000.00. The Department of Treasury will not participate or be
paid in the plan because this debt is not owed by the Debtor.
Claim 8 consists of the Unsecured Claim of Fundation. Fundation
holds a general unsecured claim in the amount of $8,060.00. This
claim shall be paid a dividend of 20% with 0% interest and a
monthly payment of $26.86.
Claim 9 consists of the Deficiency Claim of Patterson Dental
Supply. Patterson Dental Supply holds an unsecured claim in the
amount of $75,000.00. This claim shall be paid a dividend of 20%
with a 0% interest in the amount of $250.00.
Claim 10 consists of the Deficiency Claim of Great American
Finance. Great American Finance holds an unsecured deficiency claim
in the amount of $4,000.00. This claim shall be paid a dividend of
20% with 0% interest and a monthly payment of $68.66.
The Plan will be funded by (a) the Cash on hand, that will be
transferred to the Reorganized Debtor, on the Effective Date; (b)
the weekly income generated by the Debtor.
A full-text copy of the Third Amended Plan dated November 7, 2023
is available at https://urlcurt.com/u?l=hY791D from
PacerMonitor.com at no charge.
Counsel for Debtor:
John E. Dunlap, Esq.
Law Office of John E. Dunlap
3340 Polar Avenue, Suite 320
Memphis, TN 38111
Phone: (901) 320-1603
Fax: (901) 320-6914
Email: jdunlap00@gmail.com
About Dental Expression
Dental Expression, PLLC, is a Tennessee Professional Limited
Liability Company.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-20354) on Jan. 20,
2023, with $100,001 to $500,000 in both assets and liabilities.
Judge Jennie D. Latta oversees the case. The Law Office of John E.
Dunlap serves as the Debtor's counsel.
DIOCESE OF NORWICH: Unsecureds Unimpaired in Plan
-------------------------------------------------
The Norwich Roman Catholic Diocesan Corporation, the debtor and
debtor-in-possession in the above captioned Bankruptcy Case, and
the Official Committee of Unsecured Creditors appointed in this
Bankruptcy Case, jointly propose this Third Amended Plan of
Reorganization.
This Plan provides for:
(a) The Diocese to make meaningful and substantial contributions
to fund, through the Trust and Unknown Abuse Claims Trust,
Distributions to Abuse Claimants, while also satisfying or, at
least, fairly and equitably treating the other Claims against the
Diocese;
(b) The Diocese to reorganize expeditiously on terms and
conditions acceptable to the Diocese and the Committee and in the
best interests of all Claimants including the Abuse Claimants; and
(c) Catholic Mutual, the Catholic Entities (which includes Mercy
and St. Bernard's), Mount St. John, Xavier and Oceania to make fair
and reasonable contributions to fund through the Trust
Distributions to Abuse Claimants in exchange for the benefits
conferred upon them pursuant to this Plan including the releases,
Channeling Injunction and Supplemental Settled Insurer Injunction.
Upon the Effective Date of the Plan, Catholic Mutual—who entered
into the Catholic Mutual Settlement Agreement which has been
incorporated into this Plan—shall become a Settled Insurer, and
the Catholic Entities, Mount St. John Parties, Xavier and Oceania
shall become Participating Parties. The Catholic Mutual Settlement
Agreement and Mount St. John Settlement Agreement shall each be
incorporated by reference into the Plan and approved by the
Confirmation Order. The Diocese's and the Participating Parties'
Transferred Insurance Interests against any Non-Settling Insurer
shall be transferred to the Trust and shall be a Trust Asset. The
Trust Assets shall include, among other assets, contributions from
the Diocese, the Participating Parties, and Catholic Mutual, and
the Transferred Insurance Interests. Trust Assets will fund
Distributions to Abuse Claimants, under the Trust Distribution
Plan.
Abuse Claimants whose Claims occurred during the coverage period of
a Non-Settling Insurers' Insurance Policy may, subject to the
Trustee's consent and the Trust Documents, pursue their Abuse
Claims in a court of competent jurisdiction against the Debtor and
any other defendant; provided, however, that any such Claims are
subject to the terms of this Plan and that Claims against the
Debtor or a Participating Party may be paid only from the proceeds
of an Insurance Policy issued by a Non-Settling Insurer. The
Diocese, each Participating Party, and Settled Insurer will receive
the benefit of releases and injunctions provided under this Plan.
Nothing in this Plan is intended to replace and does not affect,
diminish, or impair the liabilities of any Non-Settling Insurer or
any Person that is not a Participating Party under applicable
non-bankruptcy law, including the law governing joint and several
liabilities.
Under the Plan, Class 6 General Unsecured Claims are unimpaired. A
"Class 6 Claim" means (i) any Claim arising out of the rejection of
any Executory Contract, or (ii) any Unsecured Claim that is not
included in another class under the Plan and is not listed as
disputed, contingent or unliquidated on the Debtor's schedules
filed in connection with this Chapter 11 case ("Debtor's
Schedules") or as to which the holder of such Claim timely filed a
Claim. Except to the extent that a Class 6 Claimant agrees to less
favorable treatment of their Class 6 Claim, in exchange for full
and final satisfaction of such Allowed General Unsecured Claim, at
the sole option of the Reorganized Debtor: (a) each Class 6
Claimant shall receive payment in Cash in an amount equal to such
Allowed General Unsecured Claim, payable on the last to occur of
(i) the Effective Date, (ii) the date on which such General
Unsecured Claim becomes an Allowed General Unsecured Claim, and
(iii) the date on which the Class 6 Claimant and the Diocese or
Reorganized Debtor, as applicable, shall otherwise agree in
writing; or (b) satisfaction of such Allowed General Unsecured
Claim in any other manner that renders the Allowed General
Unsecured Claim Unimpaired, including reinstatement.
On the Effective Date, the Debtor shall make all payments and
effectuate all transfers required to be performed on the Effective
Date pursuant to this Plan, including by transferring any Trust
Assets due on the Effective Date to the Trust on the Effective
Date. On or immediately after the Effective Date, the Effective
Date Escrow Agent shall transfer to the Trustee, for the benefit of
the Trust, in accordance with this Plan and the Effective Date
Escrow Agreement, all Cash Contributions received by the Effective
Date Escrow Agent in accordance with Section 7.1(a) of the Plan.
Attorneys for the Official Committee of Unsecured Creditors:
Eric A. Henzy, Esq.
Stephen M. Kindseth, Esq.
Daniel A. Byrd, Esq.
ZEISLER & ZEISLER P.C
10 Middle Street, 15th Floor
Bridgeport, CT 06604
Telephone: (203) 368-4234
Facsimile: (203) 549-0903
E-mail: skindseth@zeislaw.com
ehenzy@zeislaw.com
dbyrd@zeislaw.com
Attorneys for the Debtor:
Patrick M. Birney, Esq.
Andrew A. DePeau, Esq.
Annecca H. Smith, Esq.
ROBINSON & COLE LLP
280 Trumbull Street
Hartford, CT 06103
Telephone: (860) 275-8275
Facsimile: (860) 275-8299
E-mail: pbirney@rc.com
adepeau@rc.com
asmith@rc.com
- and -
Louis T. DeLucia
Alyson M. Fiedler
ICE MILLER LLP
1500 Broadway, 29th Floor
New York, NY 10036
Telephone: (212) 824-4940
Facsimile: (212) 824-4982
E-Mail: louis.delucia@icemiller.com
alyson.fiedler@icemiller.com
A copy of the Plan of Reorganization dated October 27, 2023, is
available at
https://tinyurl.ph/ngrlY from PacerMonitor.com.
About The Norwich Roman Catholic
Diocesan Corporation
The Norwich Roman Catholic Diocesan Corporation is a nonprofit
corporation that gives endowments to parishes, schools, and other
organizations in the Diocese of Norwich, a Latin Church
ecclesiastical territory or diocese of the Catholic Church in
Connecticut and a small part of New York.
The Norwich Roman Catholic Diocesan Corporation sought Chapter 11
protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021.
The Debtor estimated $10 million to $50 million in assets against
liabilities of more than $50 million. Judge James J. Tancredi
oversees the case.
The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert
Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut
counsel and special counsel, respectively. Epiq Corporate
Restructuring, LLC is the claims and noticing agent.
On July 29, 2021, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Chapter 11 case.
The committee tapped Zeisler & Zeisler, PC as its legal counsel.
DIOCESE OF ROCHESTER: Seeks Approval of Disclosure Statement
------------------------------------------------------------
The Diocese of Rochester filed a motion for entry order approving
disclosure statement and granting related relief.
A hearing to consider the Disclosure Statement Motion and any
objections related thereto will be held on Dec. 19, 2023 at 11:00
a.m. (prevailing Eastern time), or as soon thereafter as counsel
may appear and be heard, before the Honorable Paul R. Warren,
United States Bankruptcy Judge for the Western District of New
York, or such other judge as may be sitting in his stead, in the
United States Courthouse at 100 State Street, Rochester, New York
1461.
On Sept. 13, 2023, the Diocese filed the Joint Amended Plan and an
accompanying Disclosure Statement.
On Oct. 2, 2023, The Continental Insurance Company ("CNA") filed
the Disclosure Statement in Support of Continental Insurance
Company's Chapter 11 Plan of Reorganization for The Diocese of
Rochester Dated September 29, 2023 (the "CNA Disclosure
Statement").
On Oct. 3, 2023, CNA filed the Continental Insurance Company's
First Amended Chapter 11 Plan of Reorganization for the Diocese of
Rochester (the "CNA Plan").
On Oct. 23, 2023, the Court entered the Stipulation and Order
Regarding Scheduling of Various Matters, that provides, among other
things, that the Diocese file the Motion seeking approval of the
Diocese Disclosure Statement and procedures for voting on the Joint
Amended Plan no later than October 25, 2023.
The Debtors propose to establish these dates and deadlines 111
connection with the foregoing, subject to modification as
necessary:
* Deadline to Object to the Disclosure Statement will be on
December 5, 2023.
* Voting Record Date will be on November 6, 2023,
* Disclosure Statement Hearing will be on December 19, 2023 at
11 :00 a.m.
* Solicitation Commencement Date will be no later than 7 days
after entry of Disclosure Statement Order
* Voting Deadline will be on February 12, 2024, at 5 :00 p.m.
* Confirmation Objection Deadline will be no later than 14 days
prior to the Confirmation Hearing
* Deadline for Joint Amended Plan Proponents to Reply to
Confirmation Objections will be no later than 7 days prior to the
Confirmation Hearing.
* Confirmation Hearing will be set by the Court.
Attorneys for The Diocese of Rochester:
Stephen A. Donato, Esq.
Charles J. Sullivan, Esq.
Grayson T. Walter, Esq.
Andrew S. Rivera, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202-1355
Telephone: (315)218-8000
Email: sdonato@bsk.com
csullivan@bsk.com
gwalter@bsk.com
arivera@bsk.com
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the petition,
the diocese was estimated to have $50 million to $100 million in
assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
DUCKWORTH LLC: Unsecureds Will Get 10% of Claims over 60 Months
---------------------------------------------------------------
Duckworth LLC filed with the U.S. Bankruptcy Court for the Western
District of Pennsylvania a Small Business Plan of Reorganization
dated November 7, 2023.
The Debtor operates as a Minuteman Press franchise that does
commercial and individual printing. The Debtor is a single member
LLC owned by Steven Duckworth. The Debtor operates one location in
Pittsburgh, Pennsylvania.
On the Petition Date, the Debtor filed a voluntary petition for
relief under the Bankruptcy Code. Due to the filing the Debtor was
able to halt collections on merchant cash advance loans that were
draining the revenue from the business. The Debtor has been able to
become profitable since halting collections and is projecting
enough profit to fund this Plan.
The Plan proposes to pay administrative and priority claims in full
unless otherwise agreed. The Debtor estimates approximately 10%
will be paid on account of general unsecured claims pursuant to the
Plan.
Class 2 consists of General Unsecured Claims. Class 2 General
unsecured Claims total $249,789. The Debtor shall make
distribution of $416.32 per month that shall be divided and paid
pro-rata to all allowed Class 2 claims. Payments shall begin on or
before the last day of the month of the month following the
effective date of the Plan. Subsequent payments shall be made by
the Debtor on or before the last day of the month every month
thereafter for a total of 60 payments. Total payment to Class 2
creditors shall be $24,979.20, which will pay all allowed General
unsecured Creditors approximately 10% of their allowed claims.
Steven E. Duckworth will continue to own 100% of the membership
interest of the Debtor.
The Plan will be funded through ongoing operations of the Debtor's
printing business.
The Debtor's financial projections demonstrate the Debtor's ability
to make all future Plan payments in the aggregate amount of
$97,164.80 during the Plan term (the "Plan Funding"). Plan Funding
is in an amount equal to the Debtor's disposable income as defined
in Section 1191(d) of the Bankruptcy Code.
A full-text copy of the Plan of Reorganization dated November 7,
2023 is available at https://urlcurt.com/u?l=CQlcBQ from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Christopher M. Frye, Esq.
STEIDL & STEINBERG, PC
2830 Gulf Tower
707 Grant Street
Pittsburgh, PA 15219
Telephone: (412) 391-8000
Email: chris.frye@steidl-steinberg.com
About Duckworth LLC
Duckworth LLC is an S-corporation that does business as a Minuteman
Press franchise in Western Pennsylvania.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21692) on Aug. 9,
2023. In the petition signed by Steven E. Duckworth, president,
the Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Gregory L. Taddonio oversees the case.
Christopher M. Frye, Esq., at Steidl & Steinberg, P.C., is the
Debtor's legal counsel.
EIG MANAGEMENT: Moody's Alters Outlook on 'Ba2' CFR to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 long-term corporate
family rating and Ba2-PD probability of default rating of EIG
Management Company LLC, and the Ba2 ratings on the company's backed
senior secured revolving credit facility due August 2024 and backed
senior secured term loan B due February 2025. Concurrently, Moody's
changed the outlook on EIG to negative from stable.
RATINGS RATIONALE
The negative outlook for EIG reflects the decline in revenue and
EBITDA, as well as the deterioration in margins and the increase in
leverage, over the last two years. EIG has had a few vintage funds
wind down over the last two years, and in addition to the lost
revenue, expenses did not decrease commensurately. Low commodity
prices have also contributed to the weaker operating results.
Additionally, EIG will have to refinance its existing term loan in
early 2025. Although EIG has some funds ramping up and
approximately $3 billion in dry powder for new investments, it will
take some time to see the benefits of these initiatives.
The rating affirmation reflects the long-term performance of EIG's
investment funds, the expected growth of assets under management
from its current fundraising activities, and the rising share of
permanent capital under management from recent initiatives,
including Aramco acquiring a strategic minority stake in MidOcean
Energy, a liquified natural gas company formed and managed by EIG,
support the rating at this level.
The Ba2 rating reflects EIG's long experience investing in energy,
infrastructure, and power sectors; breadth and global diversity of
both its investment program and client base within its areas of
expertise. The company's rating is constrained by modest scale with
revenues currently under $200 million; specialization in a single
sector of investment expertise and industries related to carbon
extraction; leverage on a pro forma basis of approximately 4.5x, as
calculated by Moody's, and; past difficulties in capital raising
for new investment funds.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The following factors could lead to a stable outlook: 1) increased
scale, with revenues exceeding $250 million; 2) further balance
sheet deleveraging, sustaining debt/EBITDA (as defined by Moody's)
below 3.0x, and; 3) greater diversification of its sources of
capital, including additional permanent capital vehicles. The
following factors could lead to a downgrade of EIG's rating: 1)
leverage elevated above 4.0x for a sustained period; 2) challenges
in raising new investment funds; 3) decline in scale due to
performance weakness or AUM instability, and; 4) weak response to
ESG challenges, particularly carbon transition opportunities.
The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.
EIG Management Company LLC, headquartered in Washington DC, is an
alternative asset manager with $23 billion in AUM as of June 30,
2023.
EVOLUTION MICRO: Continued Operation to Fund Plan
-------------------------------------------------
Evolution Micro LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Subchapter V Plan of Reorganization
dated November 6, 2023.
The Debtor is a limited liability company created in February 2017
with its principal place of business at 210 Springview Commerce
Drive, Debary, FL, 32713. The Debtor is an e-commerce company.
Like virtually every industry, the Debtor's business suffered due
to the COVID-19 pandemic. Additionally, in or about May 2023,
Amazon flagged a small portion of the Debtor's inventory and
requested proof of purchase for such inventory. The Debtor has
repeatedly contacted Amazon to gather more information and correct
any issues with the Debtor's account.
In the interim, Amazon has frozen the Debtor's entire inventory
with little explanation. Despite persistent efforts, Amazon
continues to block the Debtor's account and will not release or
sell any of the Debtor's inventory. Debtor has relied on the Amazon
marketplace as its primary source of revenue. As a direct result,
the Debtors income has dropped dramatically and the Debtor's
creditors have gone unpaid.
Class 5 consists of all Allowed General Unsecured Claims against
the Debtor. In full satisfaction of the Allowed Class 5 General
Unsecured Claims, Holders of Class 5 Claims shall receive the
proceeds of all Causes of Action held by the Debtor after payment
of professional fees and costs associated with such efforts, and
after Administrative Claims and Priority Claims are paid in full.
Additionally, the Allowed Class 5 Claimholders shall receive one of
two treatments: (1) if the Class 5 Claimholders vote in favor of
the Debtor's Plan, Allowed General Unsecured Creditors shall
receive a pro rata share of a $300,000 lump sum payment on the
Effective Date; or (2) if the Class 5 Claimholders vote against the
Debtor's Plan, Allowed General Unsecured Creditors shall receive a
pro rata share of the Debtor's Disposable Income, with payments
occurring quarterly for 3 years after the Effective Date. The
maximum Distribution to Class 5 Claimholders shall be equal to the
total amount of all Allowed Class 5 General Unsecured Claims.
Class 5 is Impaired.
Class 6 consists of all equity interests in the Debtor. Class 6
Interest Holders shall retain their respective Interests in the
Debtor in the same proportions such Interest were held as of the
Petition Date. Class 6 is Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated the Debtor's postconfirmation
business will mainly involve continued operation of its e-commerce
business, the income from which will be committed to make the Plan
Payments.
The Debtor will fill financial projections for its Plan of
Reorganization within 14 days of any confirmation hearing. The
Debtor will retain and sell its warehouse inventory to fund plan
payments and operations. Moreover, Debtor will work with Amazon to
sell and/or transfer its Amazon FBA inventory to provide the
maximum return for the Class 1-3 Claimholders.
Funds generated from the Debtor's operations through the Effective
Date will be used for Plan Payments; however, the Debtor's cash on
hand as of Confirmation will be available for payment of
Administrative Expenses.
A full-text copy of the Subchapter V Plan dated November 6, 2023 is
available at https://urlcurt.com/u?l=pUNB3W from PacerMonitor.com
at no charge.
Debtor's Counsel:
Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: jluna@lathamluna.com
About Evolution Micro
Evolution Micro, LLC, is an e-commerce company created in February
2017 with its principal place of business at 210 Springview
Commerce Drive, Debary, FL, 32713.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D.Fla. Case No. 23-04081) on Sept. 29,
2023, with up to $10 million in both assets and liabilities.
Fazleabbas Khaki, member, signed the petition.
Judge Tiffany P. Geyer oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP, is the
Debtor's legal counsel.
FREEMAN TRANSIT: Taps Caddell Reynolds Law Firm as Counsel
----------------------------------------------------------
Freeman Transit, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Arkansas to employ the Caddell Reynolds
Law Firm to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Attorney $325
Paralegal $125
Joel Hargis, Esq., an attorney at the Caddell Reynolds Law Firm,
disclosed in a court filing that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Joel G. Hargis, Esq.
Caddell Reynolds Law Firm
P.O. Box 184
Fort Smith, AR 72902
Telephone: (501) 214-8014
Email: jhargis@caddellreynolds.com
About Freeman Transit
Freeman Transit, Inc. filed Chapter 11 petition (Bankr. W.D. Ark.
Case No. 23-71571) on Oct. 26, 2023, with $927,793 in assets and
$2,666,103 in liabilities. Christopher Ray Freeman, owner and
president, signed the petition.
Judge Bianca M. Rucker oversees the case.
Joel G. Hargis, Esq., at the Caddell Reynolds Law Firm serves as
the Debtor's bankruptcy counsel.
FRONTLINE MACHINING: Seeks to Hire the Bisom Law Group as Counsel
-----------------------------------------------------------------
Frontline Machining, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ the Bisom
Law Group as its counsel.
The Debtor requires legal counsel to administer its Chapter 11
case; file documents necessary to satisfy requirements of the U.S.
Trustee; prepare Chapter 11 plan; and defend potential adversary
actions and conduct negotiations with creditors.
The firm will be paid at its hourly rate of $550.
The Debtor paid the firm a retainer of $19,838.
Andrew Bisom, Esq., an attorney and principal at the Bisom Law
Group, 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:
Andrew Bisom, Esq.
Law Office of Andrew S. Bisom
300 Spectrum Center Drive, Ste. 1575
Irvine, CA 92618
Telephone: (714) 643-8900
Email: abisom@bisomlaw.com
About Frontline Machining
Frontline Machining, LLC is a machine shop located in Riverside,
Calif., specializing in difficult materials and complex parts in
the space, medical, and defense industries.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-14710) on Oct. 11,
2023, with $111,500 in assets and $2,599,063 in liabilities.
Charles Jones, managing member, signed the petition.
Judge Magdalena Reyes Bordeaux oversees the case.
Andrew Bisom, Esq., at the Law Office of Andrew S. Bisom represents
the Debtor as bankruptcy counsel.
FTX GROUP: Approved to Pay Legal Fees for Non-US Creditor Group
---------------------------------------------------------------
Reuters reports that bankrupt crypto exchange FTX received court
approval Wednesday to reimburse a group of non-U.S. creditors that
helped negotiate a settlement among competing groups of FTX
customers for more than $2 million in legal fees.
U.S. Bankruptcy Judge John Dorsey approved FTX's request at a
hearing in Wilmington, Delaware, to pay up to $2 million to
reimburse an ad hoc group of non-U.S. customers, representing 66
large account holders that had more than $1 billion in
cryptocurrency deposits on FTX's international crypto exchange, as
part of a settlement of customer disputes.
That
amount will cover fees for the period between May 1 and Oct. 31.
FTX also agreed to pay them up to $650,000 per month during the
remainder of FTX's bankruptcy, contingent on future review from the
court.
Dorsey initially questioned the need to pay the creditor group for
negotiating a settlement that was in their own interest, saying
that he didn't want to open a "Pandora's box" of similar requests.
But he accepted FTX's explanation that the creditor group had
helped streamline negotiations on a deal that will impact FTX's 9
million customers.
"It makes sense that there be at least one voice, or in this case
66 voices, that can hire counsel and help steer this process to a
plan of reorganization," Dorsey said.
FTX announced a settlement last month that would earmark at least
90% of FTX's recovered assets to repaying customers and address how
those assets would be divided between FTX's U.S. and international
customers.
Advertisement · Scroll to continue
Neither group of customers will be paid back in full, FTX said in
announcing the settlement. FTX intends to file a formal bankruptcy
plan next month which will incorporate the settlement and give
customers an estimate of how much they will receive from the
bankruptcy.
FTX's international customers were harder hit by the funding
shortfall that caused the crypto exchange's collapse. FTX has said
that $8.9 billion went missing from the international exchange, and
$166 million was missing from the U.S. exchange.
FTX filed for bankruptcy in November 2022 in the wake of claims
that it misused and lost billions of dollars worth of customers'
crypto deposits. FTX has recovered more than $7 billion in assets
to repay customers, and it is pursuing additional recoveries
through lawsuits against FTX insiders and others that received
money from FTX before it went bankrupt.
FTX founder Sam Bankman-Fried was convicted on Nov. 3 of stealing
billions of dollars from customer accounts.
The law firms representing the ad hoc group of non-U.S. customers
are Eversheds Sutherland and Morris, Nichols, Arsht & Tunnell. The
precise amount of fees paid to those firms will depend on work
actually performed, and will be subject to further review by a
court-appointed fee examiner and open to potential challenges,
according to FTX court filings.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, 2022, Bankman-Fried ultimately agreed to
step aside, and restructuring vet John J. Ray III was quickly named
new CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
GLOBAL PROCESSING: Trustee Taps Wandro & Associates as Counsel
--------------------------------------------------------------
Terry Gibson, the trustee appointed in the Chapter 11 case of
Global Processing, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Iowa to employ Wandro &
Associates, PC.
The trustee requires legal counsel to:
(a) file appropriate pleadings on behalf of the trustee as to
various matters arising herein regarding the administration of the
estate and its ongoing business operations;
(b) evaluate the respective claims of secured and unsecured
creditors concerned in this proceeding and if advisable, file
objections to claims and/or secured status;
(c) review of the pending adversary proceeding concerning the
estates' interest in certain real estate and property located in
Hope, Minn., and analyze estate's interest and claims of the
defendant/creditor concerned therein;
(d) negotiate cash collateral and adequate protection payment
provisions on behalf of the estate with the various secured
creditors and unsecured creditors committee, if possible;
(e) take action necessary to obtain court orders to preserve
assets of the estate;
(f) prepare any proposed plan that the trustee may determine
should be filed, or pursue conversion of the case to Chapter 7 if
advisable;
(g) take other action as directed by the trustee.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $200 - $350
Paralegal $100
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor will also provide a post-petition retainer of $20,000.
Terry Gibson, Esq., an attorney at Wandro & Associates, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Terry L. Gibson, Esq.
Wandro & Associates, PC
2015 Grand Ave. Ste 102
Des Moines, IA 50312
Telephone: (515) 717-7455
Email: tgibson@wandrolaw.com
About Global Processing Inc.
Global Processing, Inc. -- http://www.globalprocessing.org/--
supplies customers around the world with value-added, quality,
farm-grown food products. The company is based in Kanawha, Iowa.
Global Processing filed Chapter 11 petition (Bankr. N.D. Iowa Case
No. 22-00669) on Oct. 24, 2022, with $10 million to $50 million in
both assets and liabilities. David M. Wilcox, president of Global
Processing, signed the petition.
Judge Thad J. Collins oversees the case.
The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC
as bankruptcy counsel; Nyemaster Goode, P.C. Law Firm as special
litigation counsel; and Gregory DeWeese of DeWeese Consulting, LLC
as chief restructuring officer.
Mary Jensen, Acting U.S. Trustee for Region 12, appointed an
official committee of unsecured creditors on Dec. 1, 2022. The
committee tapped Gislason & Hunter, LLP as its counsel.
On Oct. 16, 2023, the U.S. Trustee appointed Terry L. Gibson as
trustee in this Chapter 11 case. The trustee tapped Wandro &
Associates, PC as his counsel.
GOLD STAR EXPRESS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gold Star Express, LLC
340 Mitch McConnell Way
Bowling Green, KY 42101
Business Description: The Debtor is part of the general freight
trucking industry.
Chapter 11 Petition Date: November 16, 2023
Court: United States Bankruptcy Court
Western District of Kentucky
Case No.: 23-10846
Judge: Hon. Joan A Lloyd
Debtor's Counsel: Robert C. Chaudoin, Esq.
HARLIN PARKER
519 E. 10th Street
P.O. Box 390
Bowling Green, KY 42102-0390
Tel: 270-842-5611
Fax: 270-842-2607
Email: chaudoin@harlinparker.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Damira Nezic as member.
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/WC37PJI/Gold_Star_Express_LLC__kywbke-23-10846__0001.0.pdf?mcid=tGE4TAMA
GRIES & ASSOCIATES: Hires Lane Law Firm PLLC as Counsel
-------------------------------------------------------
Gries & Associates, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ The Lane Law
Firm, PLLC as counsel.
The firm will provide these services:
a. assist, advise and represent the Debtor relative to the
administration of the chapter 11 case;
b. assist, advise and represent the Debtor in analyzing the
Debtor's assets and liabilities, investigating the extent and
validity of lien and claims, and participating in and reviewing any
proposed asset sales or dispositions;
c. attend meetings and negotiate with the representatives of
the secured creditors;
d. assist the Debtor in the preparation, analysis and
negotiation of any plan of reorganization and disclosure statement
accompanying any plan of reorganization;
e. take all necessary action to protect and preserve the
interests of the Debtor;
f. appear, as appropriate, before this Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of Debtor before said Courts and the United
States Trustee; and
g. to perform all other necessary legal services in these
cases.
The firm will be paid at these rates:
Robert C. Lane, Partner $550 per hour
Joshua Gordon $500 per hour
Associate Attorneys $375 to $425 per hour
Paralegals/Legal Assistants $150 to $190 per hour
The firm will be paid a retainer in the amount of $30,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
A. Zachary Casas, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Joshua.gordon@lanelaw.com
zach.casas@lanelaw.com
About Gries & Associates, LLC
Gries & Associates, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34224) on
November 1, 2023. In the petition signed by Blaze Gries, owner, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Judge Jeffrey P. Norman oversees the case.
Robert C Lane, Esq., at the Lane Law Firm, represents the Debtor as
legal counsel.
GRIFFON GANSEVOORT: Taps Backenroth Frankel & Krinsky as Counsel
----------------------------------------------------------------
Griffon Gansevoort Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Backenroth Frankel & Krinsky, LLP to handle its Chapter 11 case.
The Debtor paid the firm a retainer of $30,000.
The hourly rates of the firm's counsel and staff are as follows:
Abraham J. Backenroth $750
Mark A. Frankel $695
Scott A. Krinsky $650
Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
Mark Frankel, Esq., a member of Backenroth Frankel & Krinsky,
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 firm can be reached through:
Mark A. Frankel, Esq.
Backenroth Frankel & Krinsky, LLP
488 Madison Avenue, Floor 23
New York, NY 10022
Telephone: (212) 593-1100
Email: mfrankel@bfklaw.com
About Griffon Gansevoort Holdings
Griffon Gansevoort Holdings LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11711) on Nov.
6, 2023, with $50 million to $100 million in both assets and
liabilities. Patrick McCann, vice president, signed the petition.
Judge Philip Bentley oversees the case.
Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP serves
as the Debtor's legal counsel.
GULF FINANCE: Moody's Alters Outlook on 'B3' CFR to Positive
------------------------------------------------------------
Moody's Investors Service changed Gulf Finance, LLC's outlook to
positive from stable. Concurrently, Moody's affirmed Gulf's
Corporate Family Rating at B3, Probability of Default Rating at
B3-PD and senior secured term loan rating at Caa1.
"The change in Gulf Finance's outlook to positive reflects in part
the significant reduction in leverage that would result following
the company's pending divestitures and the application of proceeds
to reduce debt," commented Jonathan Teitel, a Moody's Senior
Analyst.
RATINGS RATIONALE
Gulf's positive outlook reflects Moody's expectation for the
company to significantly reduce leverage by using proceeds from two
divestitures to repay debt. The outlook also incorporates an
expectation that the company can generate EBITDA going forward
consistent with the historical performance of its remaining assets
and sustain much stronger credit metrics.
Gulf's B3 CFR reflects high leverage, small scale and geographic
concentration. Gulf has a pending sale of five terminals to Global
Partners LP (B1 stable) and a pending sale of its branded
marketing, trademark name and intellectual property, and retail
Massachusetts Turnpike businesses to Metroplex Energy, a subsidiary
of RaceTrac, Inc. Gulf will use proceeds from the transactions to
repay debt, which will result in meaningful debt reduction and
deleveraging. Following the divestitures, Lucknow-Highspire
Terminals (LHT) will be the only remaining business. LHT owns
terminals and supplies refined products in Pennsylvania.
Proportionally more debt will be repaid than EBITDA being divested,
leading to deleveraging but with a more concentrated asset base and
EBITDA generation reliant on LHT performance.
Moody's expects Gulf to maintain adequate liquidity through 2024,
predicated on the company proactively extending the maturity of its
ABL revolving credit facility due December 2024. As of June 30,
2023, the revolver had a $341 million borrowing base with $174
million drawn and $50 million in outstanding letters of credit.
Following the first of the two divestitures to close, ABL lender
commitments will step down from $500 million to $425 million.
Following the second divestiture to close, lender commitments will
step down to $300 million. Revolver borrowings will be repaid with
proceeds received for net working capital related to the
divestitures. The revolver has a springing minimum debt service
coverage ratio (DSCR). The term loan has a minimum DSCR, but
testing is waived until the first quarter of 2024 if certain
conditions are met, including the completion of the sale of the
Gulf marketing business by mid-2024.
Gulf's senior secured term loan due 2026 is rated Caa1. This is one
notch below the CFR, reflecting a second priority lien behind the
revolver due 2024 with respect to the more liquid ABL priority
collateral which includes receivables and inventories.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include successful completion
of the divestitures and significant debt repayment, consistent
EBITDA and free cash flow generation from the remaining business
supporting debt/EBITDA sustained below 4.5x and EBITDA/Interest
above 2x. An upgrade would also require addressing the maturity of
the revolver due December 2024 and maintaining adequate liquidity.
Factors that could lead to a downgrade include a larger than
expected decrease in EBITDA following the divestitures, debt/EBITDA
above 5.5x, negative free cash flow or weakening liquidity.
Gulf Finance, LLC (Gulf), headquartered in Wellesley,
Massachusetts, is a refined products terminals, storage, wholesale,
and logistics business. The company is privately owned by ArcLight
Capital Partners.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
GWG HOLDINGS: Watchdog Investigates Jackson Walker Fees
-------------------------------------------------------
James Nani of Bloomberg Law reports that a court put the brakes on
a fee request by top Texas law firm Jackson Walker LLP after the
Justice Department's bankruptcy watchdog said it's reviewing the
potential impact of a previously undisclosed relationship between a
judge and former firm attorney.
Judge Marvin Isgur of the US Bankruptcy Court for the Southern
District of Texas on Oct. 26, 2023, granted the US Trustee's
request to postpone a hearing in which Jackson Walker was planning
to seek about $1.3 million in fees as counsel to life insurance
bond seller GWG Holdings Inc. in its Chapter 11 case.
About GWG Holdings
Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH)
conducts its life insurance secondary market business through a
wholly-owned subsidiary, GWG Life, LLC, and GWG Life's wholly owned
subsidiaries.
GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy
protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20,
2022. In the petition filed by Murray Holland, president and chief
executive officer, GWG Holdings disclosed between $1 billion and
$10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Mayer Brown, LLP and Jackson Walker, LLP, as
bankruptcy counsels; Tran Singh, LLP as special conflicts counsel;
FTI Consulting, Inc. as financial advisor; and PJT Partners, LP, as
investment banker. Donlin Recano & Company is the Debtors' notice
and claims agent.
National Founders LP, a debtor-in-possession (DIP) lender, is
represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and
William E. Curtin, Esq., at Sidley Austin, LLP.
The U.S. Trustee for Region 7 appointed an official committee to
represent bondholders in the Debtors' cases. The committee tapped
Akin Gump Strauss Hauer & Feld, LLP and Porter Hedges, LLP, as
legal counsels; Piper Sandler & Co. as investment banker; and
AlixPartners, LLP as financial advisor.
HARRIS ENERGY: Unsecureds Owed $600K Get 100% Plus 2.5% Interest
----------------------------------------------------------------
Harris Energy Group, Inc., et al., submitted a Joint Disclosure
Statement dated October 27, 2023.
On Sept. 26, 2023, the Debtors filed a motion for approval to
obtain post-petition financing. The Debtors sought approval of a
$500,000 revolving credit facility which would be secured by a
junior general business security interest in the Debtors' assets,
as well as a junior mortgage on all real estate owned by Flambeau
Hydro and Marseilles Hydro, LLC. Id. On September 27, 2023, the
Court set an expedited hearing to consider the Debtors' motion.
On Oct. 2, 2023, Mr. Berutti and Berutti Energy filed a limited
objection to the Debtors using the proposed credit facility to pay
their management. After hearing testimony from Mr. Harris, the
Court entered an interim order authorizing the Debtors to obtain
post-petition financing. The Court scheduled a final hearing for
October 13, 2023. On October 11, 2023, Mr. Berutti and Berutti
Energy withdrew their objection to entry of a final order approving
the Debtors' motion. ECF No. 269. On October 12, 2023, the Court
entered a final order authorizing the Debtors to obtain
post-petition financing.
The Plan provides for the Debtors to make payments on account of
their post-petitions revolving credit facility in accordance with
the Debtor-in-Possession Loan Agreement.
Under the Plan, Class 6 Non-Insider General Unsecured Claims total
$600,000. On the seventh anniversary of the Effective Date, the
Debtors shall pay holders of Class 6 Claims 100% of their Allowed
Unsecured Claims plus interest accruing at the rate of 2.50% per
annum. The Debtors may prepay the Class 6 Claimants at any time
without penalty and at the Debtors' discretion. Any holder of a
Class 6 Claim may elect on their Ballot to receive on the second
anniversary of the Effective Date a one-time payment of the lesser
of (1) the value of its Class 6 Claim plus interest accruing at the
rate of 2.50% per annum, or (2) $3,000.00, the payment of which
shall constitute full and complete satisfaction of that Class 6
Claim. Class 6 is impaired.
Class 7: Unsecured Claim of William D. Harris total $2,171,008.
Commencing on the Effective Date, the Class 7 Claim shall accrue
interest at the rate of 2.50% per annum. On the thirtieth day after
all Class 6 Claimants are paid in full, RWE shall commence payments
to Harris on account of his Class 7 Claim in equal monthly
installments of $10,000.00, with all principal and interest due and
payable on the tenth anniversary of the date on which RWE commences
payments to Harris. RWE may prepay the Class 7 Claim at any time
without penalty and at the Debtors' discretion. Class 7 is
impaired.
The Debtors will make all payments contemplated under the Plan
through a combination of: (a) net proceeds arising from the sale of
land owned by Flambeau Hydro and UP Hydro; (b) cash on hand; (c)
cash generated from the regular business income of the Reorganized
Debtors; and (d) any other sources including but not limited to
recoveries from other assets identified in the Schedules and
recoveries on claims.
Counsel for the Debtors:
Paul G. Swanson, Esq.
Peter T. Nowak, Esq.
Davis W. Sullivan, Esq.
SWANSON SWEET LLP
107 Church Ave.
Oshkosh, WI 54901
Tel: 920-235-6690
Fax: 920-426-5530
E-mail: pswanson@swansonsweet.com
pnowak@swansonsweet.com
dsullivan@swansonsweet.com
A copy of the Disclosure Statement dated October 27, 2023, is
available at https://tinyurl.ph/gHEmm from PacerMonitor.com.
About Harris Energy Group, Inc.
Harris Energy Group, Inc. and affiliates own, operate, and develop
hydroelectric power plants in Wisconsin, Michigan, Iowa, and
Illinois, generating power for sale to public utilities,
governmental agencies, and private power producers. The plants
generate power when water from rivers or lakes flows through the
blades of a turbine. The turbines are connected to a generator that
makes electricity, which is then sold to either the Midcontinent
Independent System Operation or other public entities or private
companies through power purchase agreements.
Harris Energy and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No.
23-21117) on March 16, 2023. In the petition signed by its
chairman, William D. Harris, Harris Energy disclosed up to $50,000
in assets and up to $1 million in liabilities.
Judge Katherine Maloney Perhach oversees the cases.
The Debtors tapped Paul G. Swanson, Esq., at Steinhilber Swanson,
LLP as legal counsel and MS Financial Services as financial
advisor.
HB FULLER: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed H.B. Fuller Company's Long-Term (LT)
Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed the
company's senior secured LT issue ratings at 'BBB-'/'RR1' and
senior unsecured LT ratings at 'BB'/'RR4. The Rating Outlook
remains Stable.
The rating reflects the company's leading position in the global
adhesives market with a solution- and innovation-oriented product
portfolio resulting in relatively high customer switching costs and
stable EBITDA margins around the mid-teens.
The Stable Outlook reflects Fitch expectations for EBITDA Leverage
to trend around 3.5x-4.0x over the medium term.
KEY RATING DRIVERS
Resilient Performance Amid Soft Demand: H.B. Fuller has
outperformed many of its specialty chemicals peers through YTD
3Q23, as strong pricing actions, raw material cost deflation, and
market share gains have more than offset impacts from declining
volumes. This is exhibited by yoy growth of 8% in Fitch-calculated
EBITDA in spite of yoy declines in revenues of approximately 7%.
Fitch believes H.B. Fuller's recent profitability gains in light of
a currently weak demand environment exemplify the company's key
competitive advantages, including its leading market position in
specialty adhesives, strong pricing power and cost management, and
an increasingly specialized product offering that entrenches H.B.
Fuller into its end-customer's manufacturing processes. H.B. Fuller
has expanded Fitch-calculated EBITDA margins by 200bps yoy to 15.0%
at 3Q23.
While Fitch's forecast assumes continued soft demand --
particularly within the company's Engineering Adhesives (EA) and
Construction Adhesives (CA) segments -- to lead to muted organic
revenue growth and slight declines in EBITDA margins to the mid-14%
range in the near term, H.B. Fuller is projected to retain strong
profitability and FCF generation through the forecast horizon.
Fitch also expects the company's largest segment, Hygiene, Health &
Consumables (HHC), to continue to provide an earnings ballast
against the relatively more cyclical EA and CA segments.
Continued Acquisitive Appetite: Given the fragmented nature of the
adhesives industry, Fitch believes H.B. Fuller will continue to
execute value-added M&A to further build out its product portfolio,
regional exposures and technical capabilities. The company has
completed five bolt-on acquisitions over the last twelve months,
totaling approximately $215 million in spend, and complementing all
three of its business segments.
The company has historically funded small acquisitions with FCF,
but has also demonstrated a willingness to stretch leverage above
its 2x-3x net leverage target in order to fund certain medium-sized
targets. This is evidenced by the recent debt-funded acquisitions
of Adhezion Biomedical LLC, XChem International LLC, and Beardow
Adams Holdings Ltd., and the 2017 Royal Adhesives and Sealants
leveraging acquisition for $1.6 billion.
Importantly, H.B. Fuller has also built a recent track record of
deleveraging back toward its targeted range within twelve months
after leveraging transactions. The company fully reduced its
revolver balance by 1Q23 after borrowing up to a $335 million
outstanding balance by 2Q22, largely drawn to fund various bolt-on
acquisitions. H.B. Fuller's EBITDA leverage has improved to 3.8x at
LTM 3Q23 from 4.4x in LTM 2Q22, and Fitch forecasts H.B. Fuller's
EBITDA leverage to trend around 3.5x-4.0x over the medium term.
Leader in Fragmented Adhesives Market: H.B. Fuller is the number
one or two player in most of its markets, and the second largest
player, behind Henkel, in the fragmented $50 billion adhesives
market, where the top five players account for less than 35% of the
market. Benefiting from its size, scale and diversification, the
company has a R&D-linked competitive advantage versus global
competitors that more firmly places it into its regional and global
customers' value chains.
Fitch views long-term trends such as the need for light-weighting
and energy efficiency, sustainable packaging, digitization and
healthcare related supplies as favorable growth drivers for the
company. The 2017 acquisition of Royal Adhesives and Sealants
further strengthened H.B. Fuller's ability to address these
high-value demand applications across the Engineering Adhesives
segment.
Stable, Mid-Teens Margin Profile: H.B. Fuller purchases numerous
raw materials, with the top 25 materials making up less than 20% of
the annual spend. Furthermore, the company categorizes around 87%
of the sourced raw materials as 'Specialty Raw,' which flow through
to downstream applications that generate resilient margins, given
the low-cost (e.g., less than 1% of customer COGS), but critical
aspects of the company's products for its customers.
This diversification and specialization of offerings combined with
pass through clauses with customers helps mitigate cost risk and
provides the company relatively resilient, through-the-cycle
margins in the mid-teens. In the near term, Fitch forecasts EBITDA
margins will remain around 14%-15%, given the company's
demonstrated ability to hold strong pricing and some gains from the
recently-announced restructuring program. EBITDA margins are
projected to trend slightly higher thereafter as the company
continues to move downstream in its product offerings.
Positive FCF Generation Forecast: H.B. Fuller consistently
generates positive FCF given its relatively stable EBITDA margins,
limited working capital risk, and low capital intensity with
capital spending typically averaging around 3.0% of sales. FCF
margin has averaged around 5% dating back to 2016, and Fitch
projects the company to continue to generate around $200 million of
annual FCF leading to FCF margins of around 5%-6% through the
forecast.
Fitch believes FCF will be mainly allocated toward strategic
bolt-on acquisitions and measured shareholder returns over the
medium term.
DERIVATION SUMMARY
H.B. Fuller is larger than equally rated peer Ingevity Corp.
(BB/Stable) and smaller compared with Axalta Coating Systems Ltd.
(unrated). While the company maintains relatively lower EBITDA
margins typically in the mid-teens compared with Ingevity and
Axalta, which typically see margins ranging from the high teens to
mid-high twenties, H.B. Fuller has exhibited less variability
compared with Ingevity and Axalta. Fitch expects margins to
continue to expand as the company focuses on downstream growth
within Engineering Adhesives.
Additionally, the company consistently generates FCF margins at
around 5%-6%, given its typically low capex requirements of around
2%-3% of revenues, versus around 3% of revenues for Axalta and
5%-6% of revenues for Ingevity. Like its peers, H.B. Fuller is a
leader in a specialized industry with a similar appetite for debt
funded M&A and operates with EBITDA Leverage around 3.0x-4.0x over
the forecast period versus Axalta, which is generally at around
4.0x and Ingevity at around 3.0x. Fitch projects Fuller to generate
consistent FCF margins in the mid-single digits over the forecast
period, given low maintenance capex requirements and relatively
stable earnings, which is consistent with Fitch's views for Axalta
and Ingevity.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
- Roughly flat organic revenue growth in 2024-2025, driven by
continued soft demand leading to muted volumes for the EA and CA
segments, partially offset by resiliency in the HHC segment;
- EBITDA margins trending around 14%, driven by strong pricing,
coupled with cost deflation, downstream product penetration, and
benefits from restructuring;
- Capex of around $125 million in 2023 per company guidance,
followed by $130 million annually thereafter;
- $200 million in annual acquisition spending with the assumption
that management may temporarily increase leverage;
- Measured dividends and share repurchases, at levels in-line with
historical trends;
- With current forward SOFR rates assumed for floating rate debt,
EBITDA Interest Coverage trends around 4.5x over the medium term.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Sustained adherence to the company's long-term financial policy
coupled with continued cash generation and earnings stability,
leading to EBITDA leverage durably below 3.5x;
- Continued trend toward higher EBITDA margins that demonstrates
successful execution of the shift towards higher value-add
products.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Loss of leading market positions leading to total debt with
EBITDA leverage durably above 4.5x;
- Reduced ability to pass through costs to customers, leading to
less stable EBITDA margins and heightened cash flow risk;
- More aggressive than anticipated M&A activity, including
transformative, credit-unfriendly acquisitions, or shareholder
return strategy otherwise incompatible with management's
articulated capital deployment policy.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of Sept. 2, 2023, the company had
approximately $95 million of cash and cash equivalents with full
availability under the company's $700 million revolving credit
facility due 2028. Additionally, Fitch anticipates solid FCF
generation of around $200 million annually through the forecast,
which Fitch believes will largely go toward continued M&A over the
forecast horizon.
H.B. Fuller is materially exposed to the perceived elevated
interest rate environment over the medium-term, given that about
68% of total debt is floating rate. To mitigate some of these
impacts, H.B. Fuller repriced its TL-B to SOFR+2.25% from 2.50% in
August 2023.
ISSUER PROFILE
H.B. Fuller Company is a global formulator, manufacturer and
marketer of adhesives and other specialty chemical products. The
company has three reportable segments: Hygiene, Health and
Consumable Adhesives, Engineering Adhesives and Construction
Adhesives.
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
----------- ------ -------- -----
H.B. Fuller
Company LT IDR BB Affirmed BB
senior
unsecured LT BB Affirmed RR4 BB
senior secured LT BBB- Affirmed RR1 BBB-
HEALY CHIROPRACTIC: Seeks to Hire BransonLaw as Bankruptcy Counsel
------------------------------------------------------------------
Healy Chiropractic and Wellness Center LLC seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
BransonLaw, PLLC as its counsel.
The Debtor requires legal counsel to:
(a) prosecute and defend any causes of action on behalf of the
Debtor;
(b) prepare legal papers;
(c) assist in the formulation of a Chapter 11 plan of
reorganization; and
(d) provide all other services of a legal nature.
The hourly rates of the firm's counsel and staff range from $395 to
$200.
Prior to the commencement of this Chapter 11 case, the Debtor paid
an advance fee of $6,172.50 for post-petition services and expenses
and the filing fee of $1,738.
Jeffrey Ainsworth, Esq., an attorney at BransonLaw, 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:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
Flentke Legal Consulting, PLLC, Of Counsel
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Healy Chiropractic
Healy Chiropractic and Wellness Center, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 23-04091) on Sept. 29, 2023, with $50,001 to $100,000 in
assets and $500,001 to $1 million in liabilities.
Judge Lori V. Vaughan oversees the case.
Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC represents the
Debtor as legal counsel.
HELIX ENERGY: Moody's Gives 'Ba3' CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has assigned a Ba3 Corporate Family
Rating to Helix Energy Solutions Group, Inc., Ba3-PD Probability of
Default Rating, SGL-1 Speculative Grade Liquidity Rating (SGL) and
a B1 rating to its proposed senior unsecured notes. The outlook is
stable.
Helix is a publicly traded international offshore oil and gas
services company specializing in well intervention, shallow water
decommissioning, and subsea robotics. The company intends to use
the proceeds of the proposed senior unsecured notes to repay
outstanding indebtedness and for general corporate purposes.
"Helix's strong market positions in niche segments allows it to
successfully compete with larger scale oilfield services
companies," commented Thomas Le Guay, a Moody's Senior Analyst.
"The company's commitment to conservative financial policies should
provide through-the-cycle resilience in a highly competitive and
deeply cyclical industry."
RATINGS RATIONALE
Helix's rating reflects its diversified offshore services offering;
strong competitive positioning in its segments of operations;
consistent free cash flow generation; conservative financial
policies including the maintenance of low leverage and a large cash
balance; diversified customers that include blue-chip international
oil companies, national oil companies and independent exploration
and production (E&P) companies; and growing revenue from less
cyclical renewables services.
Helix's rating is constrained by its limited scale and product
range relative to larger oilfield services companies; low revenue
visibility due to limited services offered under long-term
contracts; and indirect exposure to highly volatile oil prices that
drive investments from its primary customers.
The stable outlook reflects Moody's expectation that Helix will
benefit from the increase in offshore spending by oil and gas
companies and maintain robust credit metrics over the next 12 to 18
months.
Moody's expects Helix to have very good liquidity through 2024,
consistent with its SGL-1 rating. Pro forma for the refinancing
transaction, the company will have $144 million of cash as of
September 30, 2023, plus a $120 million undrawn revolving credit
facility maturing in September 2026. The company should continue to
generate free cash flow in the fourth quarter of 2023, and $200
million in 2024. Moody's expects the company to comply with any
covenants comfortably through 2024.
Helix's $300 million senior unsecured notes are rated B1, one notch
below the Ba3 CFR, given the significant size of the $120 million
senior secured revolving credit facility, which is secured by a
first lien claim on Helix's assets. The notes are expected to be
fully and unconditionally guaranteed on a senior unsecured basis by
all of Helix's subsidiaries that are borrowers or guarantors under
the secured revolving credit facility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The CFR could be upgraded if Helix materially increases its scale
and generates a higher proportion of earnings from more stable
non-oil & gas industry sources. Helix should also sustain leverage
below 2.0x debt/EBITDA at midcycle EBITDA, while generating
consistent positive free cash flow through cycles. A downgrade
could occur if the debt/EBITDA ratio rises above 3.0x, if the
company generates negative free cash flow, or if the cash balance
declines significantly without a corresponding reduction in debt or
increase in scale.
Helix is a publicly traded offshore oil and gas services company
specializing in well intervention, shallow water decommissioning,
and subsea robotics. The company is headquartered in Houston, Texas
and operates in key offshore oil and gas markets including the US
Gulf of Mexico, Brazil, the North Sea, Asia Pacific and West Africa
with more than 2,400 employees.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
HELIX ENERGY:S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Houston-based, offshore energy services provider Helix Energy
Solutions Group Inc.
S&P said, "We also assigned our 'BB-' issue-level rating to its
proposed $300 million senior unsecured notes due 2029. The '2'
recovery rating indicates our expectation for substantial (70%-90%;
rounded estimate: 85%) recovery of principal to creditors in the
event of a payment default.
"The stable outlook reflects our expectation that Helix's average
funds from operations (FFO) to debt will exceed 45% and debt to
EBITDA will remain below 2.0x over the next two years, supported by
more favorable intervention vessel day rates as lower-priced
contracts roll off and from improved utilization.
"We assigned our 'B+' issuer credit rating to Helix. The 'B+'
rating reflects the company's unique non-rig, riser-based well
intervention service, the full-field capabilities offered by its
shallow water decommissioning service line, and conservative
financial policy. We also favorably view Helix's lower exposure to
volatile commodity prices and offshore drilling and development
spending levels relative to offshore service peers. This is due to
its primary operational focus on production enhancement and
decommissioning end-of-life oil and gas wells. The timing of
decommissioning of end-of-life wells is largely dictated by
regulatory requirements rather than oil and gas prices."
Furthermore, the company's diversified service lines, strong
customer base (predominantly major integrated oil companies and
large, independent exploration and production entities), and
geographic diversity provide some cash flow stability. However, the
rating also incorporates Helix's offshore market concentration,
small scale, currently low margins in its well intervention
segment, and participation in the highly cyclical oilfield services
industry.
The company's scale is small compared with similarly rated peers.
With 2022 revenues of $873 million and EBITDA of $192 million,
Helix is smaller compared with peers, such as Oceaneering
International Inc. (BB-/Positive/--), Noble Corp. PLC
(B+/Positive/--), and Weatherford International PLC
(B+/Positive/--). Consequently, S&P assesses its comparative
ratings analysis modifier as negative when arriving at its final
'B+' issuer credit rating.
S&P said, "We anticipate improved margins through 2024 for Helix's
well intervention segment due to higher utilization and day rates.
The company's well intervention segment includes seven
purpose-built intervention vessels, five of which are owned and two
are chartered. Three are under long-term customer contracts with
Shell PLC (A+/Stable/A-1), Petroleo Brasileiro S.A. (Petrobras;
BB-/Positive/--), and Trident Energy do Brasil Ltda.
"In 2023, we expect the segment will comprise 55%-60% of total
revenue, generate 35%-40% revenue growth, and produce single-digit
percent gross margins, the first positive margin since 2020. The
segment's negative gross margins in 2021 and 2022 were largely
driven by low day rates of $150,000-$200,000, but these
below-market contracts expire at the end of 2024, and we expect
they will reprice closer to current market rates of around
$300,000. In addition, Helix continues to increase utilization and
day rates for vessels on the spot market.
"We expect the company will sustain these rates with further
improvement in utilization in 2024 due to fewer scheduled
regulatory maintenance days. Still, we believe Helix faces
competition from drilling rig operators, which limits its ability
to significantly increase pricing and margins.
"We expect Helix will maintain strong financial metrics and
adequate liquidity over the next 12 months. We forecast average FFO
to debt will exceed 45% and debt to EBITDA will remain below 2.0x
over the next two years. The company has a demonstrated history of
sustaining modest cash levels and liquidity. It has a pro forma
cash balance of $148 million and availability of $110 million, net
of $10 million of outstanding letters of credit, under its $120
million asset-based lending (ABL) facility due 2026 as of Sept. 30,
2023. We believe the company will use its cash to fund the Alliance
acquisition earn-out payment of $75 million-$85 million in the
second quarter of 2024.
"Helix's capital spending guidance for 2023 is $80 million-$90
million. We expect the company's capital spending will decline to
about $60 million in 2024 due to fewer scheduled maintenance days
and lower dry dock expense. It will primarily allocate the funds
toward maintenance costs, including scheduled regulatory dockings
and recertification for the company's vessels, with minimal
growth-oriented spending. We anticipate the company will continue
to generate positive free operating cash flow (FOCF) and positive
discretionary cash flow over the next two years after modest levels
of share repurchases."
The company has moderate geographic and customer diversity. Helix
is active in the Gulf of Mexico, Brazil, North Sea, West Africa,
and Asia Pacific. Its customers include supermajors Shell PLC and
Brazil's national oil company Petrobras.
S&P said, "Our stable rating outlook on Helix reflects our
expectation that the company will recontract its intervention
vessels at more favorable market rates as existing contracts roll
off, with supportive levels of utilization and fewer scheduled
regulatory docking and maintenance days in 2024. We forecast FFO to
debt will exceed 45% and debt to EBITDA will remain below 2.0x over
the next two years while the company generates positive FOCF, which
we anticipate will be used for modest shareholder returns.
"We could lower our rating on Helix if its FFO to debt approaches
30% on a sustained a basis. This could occur if commodity prices
decline and demand for offshore drilling services soften, resulting
in lower well intervention vessel day rates.
"We could raise our rating on Helix if it increases its revenue and
EBITDA to levels comparable with its higher-rated peers, while
bringing FFO to debt above 60% for a sustained period.
"Environmental factors are a negative consideration in our credit
rating analysis of Helix. We expect the energy transition will
result in lower demand for oil field services and equipment over
time, as accelerating adoption of renewable energy sources lowers
demand for fossil fuels. Additionally, the industry faces an
increasingly challenging regulatory environment, both domestically
and internationally."
Helix's business model is positioned to support companies through
the energy transition, with services centered on enhancing and
extending existing well reserves, decommissioning, and support
services for offshore wind farm development. The efficiency
achieved by the company's intervention vessels also offer a smaller
carbon footprint compared to conventional drilling vessels.
Social factors are a moderately negative consideration in S&P's
credit ratings of Helix because it believes deepwater operations
are more prone to fatal accidents due to the inherent risks of
operating in more challenging environments.
HIGH VALLEY: Hires Gibson Dunn & Crutcher as Special Counsel
------------------------------------------------------------
High Valley Investments, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Gibson, Dunn & Crutcher LLP as special counsel.
The Debtor needs the firm's legal assistance in connection with the
Resource Transition Consultants v. Edwards appeal in the Washington
Court of Appeals.
The firm will be paid a) to a flat fee arrangement in the aggregate
amount of $1,000,000, with (i) $500,000 for the preparation and
filing of the opening brief, (ii) $250,000 for the preparation and
filing of the reply brief, and (iii) $250,000 for the preparation
and presentation of oral argument.
Brad G. Hubbard, Esq., a partner at Gibson, Dunn & Crutcher 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:
Brad G. Hubbard, Esq.
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue
Dallas, TX 75201
Tel: (214) 698-3100
Email: BHubbard@gibsondunn.com
About High Valley Investments, LLC
High Valley Investments, LLC and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-11616) on Sept. 27, 2023. In the petitions signed by John P.
Madden, chief restructuring officer, High Valley disclosed up to
$100,000 in estimated assets and up to $50 million in estimated
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Gibson, Dunn & Crutcher LLP as special counsel; and
Emerald Capital Advisors Corp. to provide a chief restructuring
officer (CRO) and additional personnel. Stretto, Inc. is the
administrative advisor.
HOBBS WOOD: Targeting January Plan Confirmation
-----------------------------------------------
Hobbs Wood Logistics, Inc., filed a second motion requesting entry
of an order establishing certain deadlines pursuant to Interim Rule
3017.2. The Debtor requests an order scheduling a confirmation
hearing on the Plan, as may be amended, approving the form and
content of Debtor's ballot, establishing a deadline for filing
objections to the Plan, and establishing a deadline for casting
ballots to accept or reject the Plan. In support of the Motion, the
Debtor respectfully shows the Court as follows:
On October 24, 2023, the Debtor filed its Amended Chapter 11 Plan
of Reorganization. The Debtor previously filed an amended Plan on
October 17, 2023 and amended again on October 24, 2023 at Docket
No. 83 to correct treatment to unsecured creditors and finalize
class treatment with a secured creditor.
The Debtor requests that the Court enter an order setting forth the
following deadlines:
(a) Deadline for the Debtor to transmit the Plan and notice of
deadline for voting on plan and confirmation hearing will be on
Oct. 30, 2023.
(b) Deadline for equity security holders or creditors to be
holders of record in order to vote on the Plan will be on Jan. 10,
2024.
(c) Deadline to vote to accept or reject the Plan will be on
Jan. 24, 2024.
(d) Deadline to file objections to confirmation of the Plan will
be on Jan. 24, 2024.
(e) Hearing on confirmation will be on Jan. 24, 2024 at 10:20
a.m.
Attorneys for the Debtor:
Will B. Geer, Esq.
ROUNTREE LEITMAN KLEIN& GEER, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, Georgia 30329
Tel: (404) 584-1238
E-mail: wgeer@rlkglaw.com
About Hobbs Wood
Hobbs Wood Logistics, Inc., operates as an express delivery
services provider.
The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
22-11360) on Dec. 7, 2022, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Troy Wood, CEO, signed
the petition.
Judge Paul Baisier oversees the case.
Will Geer, Esq. of ROUNTREE, LEITMAN, KLEIN & GEER, LLC, is the
Debtor's counsel.
I & J LIQUOR: Hires Robert Bassel as Legal Counsel
--------------------------------------------------
I & J Liquor, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to employ Robert Bassel, Esq.,
a practicing attorney in Clinton, Mich., to handle its Chapter 11
case.
Mr. Basel will be paid at an hourly rate of $350. Mr. Basel
received a retainer of $11,738, including the filing fee of
$1,738.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Basel can be reached at:
Robert Bassel, Esq.
P.O. Box T
Clinton, MI 49236
Phone: (248) 835-7683
Email: bbassel@gmail.com
About I & J Liquor, Inc.
I & J Liquor, Inc. filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-49087) on
Oct. 16, 2023, with $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities.
Judge Thomas J. Tucker oversees the case.
Robert N. Bassel, Esq., represents the Debtor as legal counsel.
IMEDIA BRANDS: Unsecureds to Get 0% to 2% Under Plan
----------------------------------------------------
Legacy IMBDS, Inc. (f/k/a iMedia Brands, Inc.) and its debtor
Affiliates proposed a Combined Plan and Disclosure Statement.
Under the continued supervision of the Special Committee, the
Debtors, with the assistance of Lincoln, continued to solicit and
develop higher and better bids for some or all of the Debtors'
assets. The postpetition marketing process included distribution of
"teaser" materials to parties that had not been previously engaged
in the Debtors' marketing process, providing access to data room
and business diligence (subject to entry into customary
non-disclosure agreements), and also seeking to re-engage parties
previously contacted by Lincoln with respect to the potential
acquisition of some or all of the Debtors' assets and/or
operations.
As a result of this continued postpetition outreach, the Debtors
received 12 additional proposals to purchase some or substantially
all of the Debtors' assets, including indications of interest from
Kinbow IM Holdings, Inc., Apparel Solutions Inc., and the Buyer.
Following the status conference held on July 27, 2023 in respect of
the proposed sale and additional proposals received by the Debtors
for the acquisition of some or all of their assets, on July 28,
2023, the Debtors filed the Bidding Procedures Motion. On August 3,
2023, the Bankruptcy Court entered the Bidding Procedures Order
approving the Bidding Procedures. Among other things, the Bidding
Procedures Order established August 9, 2023 at 9:00 a.m.
(prevailing Eastern Time) (the "Bid Deadline") as the deadline for
parties to submit written offers for the Debtors' assets.
Furthermore, the Bidding Procedures Order established August 10,
2023 at 9:00 a.m. (prevailing Eastern Time) (the "Auction Date") as
the date an in-person auction shall be held, if the Debtors
received one or more "Qualifying Bids" by the Bid Deadline (the
"Auction").
The Debtors ultimately received three bids from potential bidders
as of the Bid Deadline (inclusive of bids submitted by RNN and the
Buyer), and determined, in consultation with the Consultation
Parties, that both bids submitted by RNN and the Buyer qualified as
"Qualifying Bids" and designated the Buyer's Qualifying Bid as the
baseline bid for purposes of the Auction in accordance with the
Bidding Procedures.
On the Auction Date, the Debtors held the Auction at the New York
office of Ropes & Gray LLP. No overbid was submitted at the
Auction, and the Debtors designated the Buyer as the winning bidder
and RNN as the back-up bidder. Accordingly, on August 11, 2023,
the Debtors filed the Notice of Winning Bidder and Back-Up Bidder
and Adequate Assurance of Future Performance with Respect to
Proposed Assumption and Assignment of Executory Contracts and
Unexpired Leases of the Debtors.
Following the conclusion of the Auction, the Debtors continued to
work diligently with the Buyer to finalize the Purchase Agreement
and obtain approval of the Sale. In connection therewith, the
Bankruptcy Court held a hearing on August 14, 2023, to, among other
things, consider the Sale and entered the Sale Order approving the
same on August 15, 2023.
Under the Plan, Class 4 consists of the Unsecured Claims, including
any Claim held by Synacor or C&B Newco, LLC against any Debtor and
will recover 0% to 2% of their claims. Each Holder of an Allowed
Unsecured Claim shall receive a beneficial interest in the
Liquidating Trust entitling such Holder to such Holder's Pro Rata
share (calculated based on the total aggregate amount of Allowed
Claims in Class 4) of the Unsecured Claims Distribution Proceeds,
if any. Class 4 is impaired.
"Unsecured Claims Distribution Proceeds" means, with respect to
each Debtor, cash proceeds, if any, that may be distributed by the
Liquidating Trust from the Liquidating Trust Assets allocable to
such Debtor; provided, that the Debtors reserve their rights to
amend such schedule at any time at or prior to the Confirmation
Hearing; provided, further, that, notwithstanding anything to the
contrary on Schedule A, the Unsecured Claims Distribution Proceeds
with respect to each Debtor shall not be less than the Unsecured
Claims Minimum Distribution.
"Unsecured Claims Minimum Distribution" means, with respect to each
Debtor against which any Unsecured Claims are Allowed, $1,000.00.
The Liquidating Trust Assets shall be used to fund the
distributions to Holders of Allowed Claims against the Debtors in
accordance with the treatment of such Claims provided pursuant to
the Plan and subject to the terms provided herein.
Counsel for Debtors:
Ryan Preston Dahl
Cristine Pirro Schwarzman
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone: (212) 596-9000
Facsimile: (212) 596-9090
E-mail: ryan.dahl@ropesgray.com
cristine.schwarzman@ropesgray.com
Laura Davis Jones, Esq.
Timothy P. Cairns, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
E-mail: ljones@pszjlaw.com
tcairns@pszjlaw.com
– and –
Stephen L. Iacovo
Jeramy D. Webb
ROPES & GRAY LLP
191 North Wacker Drive, 32nd Floor
Chicago, Illinois 60606
Telephone: (312) 845-1200
Facsimile: (312) 845-5500
E-mail: stephen.iacovo@ropesgray.com
jeramy.webb@ropesgray.com
A copy of the Combined Plan and Disclosure Statement dated October
27, 2023, is available at https://tinyurl.ph/PZTOp from
PacerMonitor.com.
About iMedia Brands
iMedia Brands, Inc., is an interactive, global media company that
offers, manages, and markets merchandise, including men's and
women's accessories and apparel, under owned and third-party brands
through various entertainment, e-commerce, and digital service
platforms.
iMedia Brands and 11 of its affiliates filed for bankruptcy
protection on June 28, 2023 (Bankr. D. Del., Lead Case No.
23-10852). The petitions were signed by James Alt as chief
transformation officer.
The Debtors reported as of April 29, 2023, total assets of
$272,596,462 and total liabilities of $373,713,748.
Judge Karen B. Owens oversees the case.
The Debtors tapped Ropes & Gray, LLP and Pachulski Stang Ziehl &
Jones, LLP as bankruptcy counsels; Huron Consulting Services, LLC
as financial advisor; Lincoln Partners Advisors, LLC as investment
banker; and Stretto, Inc. as notice, claims and administrative
agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee tapped McDermott Will & Emery, LLP as legal
counsel and AlixPartners, LLP as financial advisor.
INSTRUCTURE HOLDINGS: Fitch Lowers IDR to 'BB-', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has downgraded Instructure Holdings, Inc.'s Long-Term
Issuer Default Rating (IDR) to 'BB-' from 'BB'. Fitch has also
downgraded Instructure's first-lien debt to 'BB+' from 'BBB-'. The
proposed $685 million fungible add-on first lien Term Loan B is
rated 'BB+'. The recovery rating remains unchanged at 'RR1'. The
Rating Outlook is Stable.
The downgrade reflects the debt burden associated with the pending
acquisition of Parchment for $835 million. Instructure is issuing
$685 million of first lien Term Loan B and proceeds are to be used
for the Parchment transaction, working capital, general corporate
purposes and for costs associated with the acquisition. Fitch
previously stated that an unfavorable rating action could occur if,
on a sustained basis, leverage exceeded 3.5x, if CFO less capex to
debt was below 20%, and, or if acquisitions were largely funded
with debt and pressured credit metrics.
Fitch now projects leverage to be approximately 4.5x at the end of
2025 and CFO less capex to debt is now expected to be in the low to
mid-teens over the forecast horizon. The company's Long-Term IDR
also reflects Instructure's leading position in the LMS space, high
retention levels, and projected strong FCF through the forecast.
KEY RATING DRIVERS
High Leverage and Lower FCF Margins: Instructure's pending
acquisition of Parchment is largely debt-funded and brings
Fitch-calculated 2023 pro forma leverage to approximately 5.5x.
With growth in EBITDA and mandatory amortization debt payments,
leverage may decline to approximately 4.5x at the end of 2025. The
increased interest expense burden will impact FCF, and FCF margins
are expected to be lower in the Fitch forecast. Over 2021 and 2022,
FCF margins were very strong and averaged 26%, although Fitch
projects that they will significantly decline from historical
levels over the forecast horizon.
Strong Margins: Relative to software peers, the company's
Fitch-calculated EBITDA margins are solid—in the mid-thirties.
The company grew margins by over 240 basis points between 2021 and
2022, and they have continued to improve through the LTM Sept. 30
period. However, Parchment generates much lower EBITDA margins and
as a result, margins for the combined entity may contract until
Instructure fully integrates Parchment and brings its EBITDA
margins up to Instructure's level.
LMS Leader; Growing Scale: Instructure's market leadership across
both K-12 and Higher Ed segments lend support to its credit
profile, ending 2022 with command of 33% and 40% of those markets,
respectively. The company continues to add new wins and renewals
through 2023, indicative of its market-leading Canvas LMS platform.
As the company continues to gain share, sales have grown ~40 %
since 2021 on a Sept. 30 LTM basis. Fitch believes the
international segment (21% of 2022 revenues) should offer
additional growth.
Parchment Addition: Fitch believes the Parchment acquisition will
provide broader cross-sell opportunities and increase Instructure's
overall stickiness, as the acquired platform streamlines the
academic credentialing ecosystem typically handled by institutions.
Parchment has more than 95% recurring revenues, and its gross
retention rate is in the mid-to high 90's. The company has 15,000
customers, which is a much larger customer base than Instructure's
7,000 as of 3Q23. Beyond 2023, Fitch forecasts growth to moderate
from its historical strong growth rates. Fitch recognizes the
company's track record in successfully integrating its past six
acquisitions.
"New Normal" Tailwinds: Fitch believes the company will continue to
benefit from the legacy of pandemic lockdowns, as education
decision makers remain committed to a digital transformation, as
the space settles into post-pandemic normalcy. Despite customers
managing budgets judiciously, Fitch believes Instructure's main
offering has emerged from the remote-learning era as critical
teaching infrastructure, offering the company solid top-line
protection through the rating horizon. However, the impact of these
tailwinds, especially at the Higher Ed level, may be start to
weaken due to macro factors, including lower enrollment and tighter
budget allocations.
Continued Ownership Concentration: Fitch considers the company's
private equity ownership concentration (approximately 85% at
year-end 2022) an inherent credit risk. With five of the company's
eight board seats currently occupied by Thoma Bravo employees, INST
is susceptible to aggressive financial policy shifts consistent
with sponsor control. Fitch notes that the company has significant
capacity (up to 7.75x with revolver draw) to issue incremental debt
under its current credit agreement.
DERIVATION SUMMARY
Instructure's rating is driven by its elevated leverage profile,
consistent with the 'BB-' rating level. Nonetheless, INST boasts a
sticky customer base and is market-leader in the LMS market.
Though not a direct peer, Instructure is rated two notches below
Gen Digital (BB+/Negative), which currently has elevated leverage
following an acquisition. However, over the long term, Fitch
forecasts Gen to have leverage of approximately 3.5x. Gen has much
higher EBITDA margins, which are in the mid-50s versus EBITDA
margins in the mid-30s at Instructure. Gen also generates EBITDA
that is about 10x larger.
Instructure's rating is also two notches below Open Text
(BB+/Negative), which has a Negative Outlook following a large
debt-funded acquisition. Like Gen, Open Text is also about 10x
larger than Instructure and has leverage over 3.5x, which is high
for the 'BB+' rating, although Fitch forecasts declining leverage.
Both Gen and Open Text generate larger FCF, which is over $1
billion before dividends.
Instructure is rated the same as MeridianLink (BB-/Stable), which
generates meaningfully less EBITDA than Instructure. At YE 2022,
MeridianLink had leverage of 3.9x. Both Instructure and
MeridianLink are qualitatively similar as they are both public
companies controlled by Thoma Bravo.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
Include:
- Revenue growth will moderate from its historical strong growth
rates over the forecast horizon;
- EBITDA margins are in the mid to upper 30s;
- Tuck-in acquisitions through the forecast;
- No dividends or share repurchases forecast, consistent with
management comments.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- Favorable rating action is not expected in the near term;
- Should leverage (defined by Fitch as debt to adjusted operating
EBITDA) fall below 3.5x on a sustained basis while cash from
operations (CFO) less capex to debt was in the mid-teens or better,
Fitch may consider favorable rating action.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- Ongoing EBITDA margins below 30%;
- Leverage (defined by Fitch) above 4.5x on a sustained basis;
- CFO less capex to debt below 10% on a sustained basis;
- Ongoing revenue growth near 0%;
- Significant acquisitions largely funded with debt that pressure
credit metrics.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of Sept. 30, 2023, the company had $305
million of balance sheet cash and undrawn $125 million revolver.
Instructure's liquidity is also supported by the company positive
FCF. The company's nearest maturity occurs in 2028. The company
plans to issue an incremental $685 million term loan to support the
Parchment acquisition.
ISSUER PROFILE
Instructure Holdings, Inc. is a leading learning management system
company offering its products to K-12 as well as higher ed. It has
over 30 million students and teachers using its products in more
than 100 countries.
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
----------- ------ -------- -----
Instructure
Holdings, Inc. LT IDR BB- Downgrade BB
senior secured LT BB+ Downgrade RR1 BBB-
INTELIGLAS CORPORATION: Unsecureds to Get Share of Income for 3 Yrs
-------------------------------------------------------------------
Inteliglas Corporation filed with the U.S. Bankruptcy Court for the
District of Delaware a Subchapter V Plan of Reorganization dated
November 7, 2023.
Debtor is a start-up company that provides computers and software
services employing Artificial Intelligence ("AI") in order to
maximize efficiency in managing buildings and commercial office
buildings.
The company was founded by R. Scott Martin, Elias Kaczer, Robert
Granadino and Phil Carrillo. Carrillo left the company six months
after the formation of the company in April 2018, before a minimum
viable product was developed.
This Small Business Debtor's Plan of Reorganization contemplates
the payment of Allowed Administrative Claims, as well to the
creation of two classes of Unsecured Creditors and the
extinguishment of all existing and outstanding Equity Interests.
This Plan anticipates the payment of all Allowed Administrative
Expense Claims on the later of the Effective Date or the date when
such Claim becomes an Allowed Claim, unless the Reorganized Debtor
reaches an agreement for different treatment with the holder of any
such Administrative Expense Claim.
Moreover, this Plan contemplates that Allowed Priority Tax Claims
will be paid in full over 60 months following the later of the
Effective Date or the date when such Claim becomes an Allowed
Claim. The Plan contemplates Unsecured Creditors with allowed
claims to be paid in full no later than 24 months following the
Effective Date. The Debtor contends that the Plan provides adequate
disclosures in accordance with Section 1190(a)(1) of the Bankruptcy
Code, and no separate disclosure statement is required.
Class 1 consists of the SAFE Note Holders With Conversion Rights.
Of the existing SAFE Note Holders, 16 will have a vested right as
of the anticipated hearing on the confirmation of this Plan to
convert to equity in the Reorganized Debtor. The Debtor plans to
deliver a proposed ballot to each holder of an Impaired Claim.
Included in the proposed Ballot for Class 1 Claims is an option
available which will allow any SAFE Note Holder with Conversion
Rights to indicate an intention to convert the amount of said
party's claim to New Common Stock of the Reorganized Debtor at a
level defined by the rights set forth in said SAFE Note Holders
with Conversion Rights' SAFE.
The Debtor has received informal indication of interest from the
SAFE Note Holders with Conversion Rights such that it is currently
believed that 14 of such holders intend to exercise their
respective conversion right with a resulting reduction in unsecured
debt of the Reorganized Debtor in the amount of $1,125,000.00, from
$3,779,336.09 to 2,654,336.09, as of the Effective Date. According
to their respective SAFEs, all but one of the SAFE Note Holders
With Conversion Rights has a right to convert to a number of shares
calculated by dividing the agreed valuation of the Debtor in the
SAFEs, $9,500,000, by the face value of the SAFE Note Holder's
particular SAFE. The rights of any SAFE Note Holders with
Conversion Rights that decides not to exercise a right of
conversion shall remain unchanged and shall be paid in accordance
with their respective SAFE.
Class 2 consists of Other Unsecured Creditors. Based on the amount
known as of the Petition Date, increased by the amount set forth in
the Proofs of Claim filed post-petition, the Debtor is aware of
Class 2 totaling approximately $2,204,336.09. The Debtor
anticipates making quarterly payments to Allowed Class 2 Claim
holders. The first payment of Class 2 Claims will occur on the
first day of the calendar quarter following the Effective Date to
those Creditors with Allowed Claims as of that date, and thereafter
the payments will be adjusted to account for any Claims that are
currently disputed, but which become Allowed Claims at a later
date. The amount of the payment will be based on such Unsecured
Claimant's pro rata share of the Debtor's projected disposable
income to be received in the 3-year period beginning on the date
that the first payment is due under the Plan will be applied to
make payments under the Plan.
The SAFE Note Holders Without Conversion Rights will not need
repayment unless and until a Liquidity Event as such term is used
in a SAFE, meaning the Class 2 Claims entitled to payment as of the
Effective Date are estimated to be $404,919.56. This number could
increase to as much as $1,304,336.09 if all scheduled disputed
claims become Allowed Claims. Exhibit E details the projected
disposable income of the Debtor to be received during this period
and confirms that, assuming the projections are accurate, and if
the Debtor's objections to Claims are sustained, the last payment
to Allowed Unsecured Claims requiring payment should be made no
later than April 2025. If the Claims to which the Debtor objects
are Allowed, the final payment would likely be made in January
2026. The Debtor does not propose to pay interest on any Class 2
Claim.
The Debtor anticipates sufficient cash on hand on the Effective
Date to pay the Administrative Expense Claims, other than those
which have agreed to accept different treatment. The Debtor
anticipates that payments of allowed Priority Tax Claims and
allowed General Unsecured Claims will be made from operations.
The Debtor expects to have sufficient cash on hand to make the
payments required on the Effective Date.
A full-text copy of the Subchapter V Plan dated November 7, 2023 is
available at https://urlcurt.com/u?l=dzFICT from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Michael T. Conway, Esq.
Lazare Potter Giacovas & Moyle, LLP
747 Third Avenue
New York, NY 10017
Telephone: (212) 758-9300
Facsimile: (212) 888-0919
Email: mconway@lpgmlaw.com
Evan T. Miller, Esq.
Saul Ewing LLP
1201 N. Market Street, Suite 2300
Wilmington, DE 19801
Tel: (302) 421-6800
Facsimile: (302) 421-6813
Email: evan.miller@saul.com
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.
IRVIN AUTOMOTIVE: Unsecureds to Get Share of Income for 36 Months
-----------------------------------------------------------------
Irvin Automotive Parts, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Mississippi a Subchapter V Plan of
Reorganization dated November 6, 2023.
The Debtor is an automobile parts business with locations in Amory
and Houston, Mississippi.
Prior to the filing of the petition, representatives of Advanced
Auto Parts, Inc. (perhaps doing business as "CarQuest") approached
the Debtor and convinced it to drop the Napa brand and to become a
CarQuest franchised automotive supply and parts dealer. The Debtor
does not believe that CarQuest lived up to its benefit of the
bargain, although CarQuest had supplied a significant number of
parts to the Debtor.
The Debtor was forced to file Chapter 11 because CarQuest had
threatened to terminate the franchise agreement and take such other
action with respect to the collection of its significant claim,
that the Debtor deemed it advisable to restructure its transactions
with CarQuest through Subchapter V.
Assuming all of the steps contemplated in the Plan occur, and
CarQuest's Claim is established at $250,000 (assuming it is not
reduced and it has a valid security interest in inventory and
accounts receivable), the Plan is feasible.
The Debtor has considered a liquidating Chapter 11 Plan, conversion
to a Chapter 7 or simply dismissing this case and allowing
liquidation to occur outside the auspices of the Bankruptcy Court.
Also, liquidation would deprive the Creditor body of the ability to
participate in the actual disposable income the Debtor can produce
over the 36-month life of the Plan. As a result, the Debtor
believes the Plan is the only reasonable, equitable and fair exit
strategy in this Chapter 11 case.
Class 5 consists of General Unsecured Creditors. General Unsecured
Creditors will receive the Debtor's projected disposable income
over the life of the Plan. Payments will be made upon the first,
second, and third anniversary dats of the effective date.
The Debtor's equity security holders will maintain their ownership
of the Debtor.
The Debtor's operations and means for execution of the Plan are
detailed in this Plan, the projected disposable income and the
Debtor's ongoing operations.
A full-text copy of the Subchapter V Plan dated November 6, 2023 is
available at https://urlcurt.com/u?l=GKR1SU from PacerMonitor.com
at no charge.
Debtor's Counsel:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: 601-427-0048
Fax: 601-427-0050
Email: cmgeno@cmgenolaw.com
About Irvin Automotive
Irvin Automotive Parts, Inc., a company in Amory, Miss., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. N.D. Miss. Case No. 23-12234) on July 25, 2023, with $1
million to $10 million in both assets and liabilities. Joel Dean
Irvin, president, signed the petition.
Judge Selene D. Maddox oversees the case.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, is
the Debtor's legal counsel.
JAM PIZZA: Hires Orville & McDonald Law as Counsel
--------------------------------------------------
Jam Pizza, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of New York to employ Orville & McDonald Law,
PC. as counsel.
The firm will provide these services:
(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 firm will be paid at these hourly rates:
Zachary D. McDonald $300 per hour
Non-lawyer Staff $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also requires a retainer in the amount of $10,000.
Zachary D. McDonald, 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:
Zachary D. McDonald, Esq.
Orville & McDonald Law, PC
30 Riverside Dr.
Binghamton, NY 13905
Telephone: (607) 770-1007
About Jam Pizza, Inc.
Jam Pizza, Inc., doing business as The Dough Boys Gourmet Pizzeria,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. N.D.N.Y. Case No. 23-30747) on Oct. 18, 2023. At the
time of the filing, the Debtor reported up to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Wendy A. Kinsella oversees the case.
Zachary DeCurtis McDonald, Esq., at Orville & Mcdonald Law, PC
represents the Debtor as legal counsel.
JOSEPH P. FUSCO: Taps Goldfine & Company CPA as Accountant
----------------------------------------------------------
Joseph P. Fusco DDS, PC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Goldfine &
Company CPA PC as accountant.
The Debtor requires an accountant to:
(a) give advice with respect to the preparation of tax
returns;
(b) assist the Debtor and its counsel in preparing the tax
returns;
(c) assist the Debtor in reducing its expenses and maximizing
its revenues;
(d) assist the Debtor in preparing operating reports; and
(e) assist the Debtor in analyzing and objecting to claims.
The hourly rates of the firm's professionals are as follows:
Partners $450
Professional Staff $175 - $350
Staff Accountants $75 - $125
In addition, the firm will seek reimbursement for expenses
incurred.
Michael Goldfine, CPA, a stockholder at Goldfine & Company,
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:
Michael Goldfine, CPA
Goldfine & Company CPA PC
40 Exchange Place, Suite 1602
New York, NY 10005
Telephone: (212) 714-6655
Email: info@goldfinecpa.com
About Joseph P. Fusco DDS
Joseph P. Fusco DDS, PC filed Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 23-73895) on Oct. 20, 2023, with $100,001 to $500,000 in
assets and $1 million to $10 million in liabilities. Joseph P.
Fusco, president, signed the petition.
Judge Robert E. Grossman oversees the case.
The Debtor tapped Marc A. Pergament, Esq., at Weinberg, Gross &
Pergament, LLP as legal counsel and Michael Goldfine, CPA, at
Goldfine & Company CPA, PC as accountant.
JOSEPH P. FUSCO: Taps Weinberg Gross & Pergament as Legal Counsel
-----------------------------------------------------------------
Joseph P. Fusco DDS, PC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Weinberg,
Gross & Pergament, LLP as counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the powers and duties of the Debtor
in the continued management of its business and property;
(b) represent the Debtor before the bankruptcy court and at
all hearings on matters pertaining to its affairs;
(c) advise and assist the Debtor in the preparation and
negotiation of a plan of reorganization with its creditors;
(d) prepare legal papers; and
(e) perform all other legal services which may be necessary in
the Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Partners $625
Senior Associates and Junior Partners $525 - $575
Associates $475
Paralegals $120
Marc Pergament, Esq., a member of Weinberg, Gross & Pergament,
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:
Marc A. Pergament, Esq.
Weinberg, Gross & Pergament LLP
400 Garden City Plaza, Suite 309
Garden City, NY 11530
Telephone: (516) 877-2424
Email: mpergament@wgplaw.com
About Joseph P. Fusco DDS
Joseph P. Fusco DDS, PC filed Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 23-73895) on Oct. 20, 2023, with $100,001 to $500,000 in
assets and $1 million to $10 million in liabilities. Joseph P.
Fusco, president, signed the petition.
Judge Robert E. Grossman oversees the case.
The Debtor tapped Marc A. Pergament, Esq., at Weinberg, Gross &
Pergament, LLP as legal counsel and Michael Goldfine, CPA, at
Goldfine & Company CPA, PC as accountant.
KAREN LANDSCAPING: Gets OK to Hire Rountree as Bankruptcy Counsel
-----------------------------------------------------------------
Karen Landscaping, Inc. received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ the law firm
of Rountree, Leitman, Klein & Geer, LLC.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the management of its property;
(b) prepare legal papers;
(c) assist in examination of the claims of creditors;
(d) assist with formulation and preparation of disclosure
statement and plan of reorganization and with the confirmation and
consummation thereof; and
(e) perform all other legal services for the Debtor.
The hourly rates of the firm's attorneys and staff are as follows:
William A. Rountree, Attorney $595
Will B. Geer, Attorney $595
Michael Bargar, Attorney $535
Hal Leitman, Attorney $425
William Matthews, Attorney $425
David S. Klein, Attorney $495
Alexandra Dishun, Attorney $425
Ceci Christy, Attorney $425
Elizabeth A. Childers, Attorney $395
Caitlyn Powers, Attorney $325
Shawn Eisenberg, Attorney $300
Elizabeth Miller, Paralegal $250
Sharon M. Wenger, Paralegal $225
Megan Winokur, Paralegal $175
Catherine Smith, Paralegal $150
Law Clerk $175
The firm received a pre-bankruptcy retainer of $30,000 from the
Debtor.
Will Geer, Esq., a partner at Rountree Leitman Klein & Geer,
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:
Will B. Geer, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Karen Landscaping
Karen Landscaping, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-11194) on Sept. 27, 2023, with up to $50,000 in assets and up to
$1 million in liabilities. Tamara Miles Ogier, Esq., at Ogier,
Rothschild & Rosenfeld, PC, has been appointed as Subchapter V
trustee.
Judge Paul Baisier oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC,
represents the Debtor as legal counsel.
KORO KORO: Seeks to Tap Middlebrooks Shapiro as Bankruptcy Counsel
------------------------------------------------------------------
Koro Koro I Inc. seeks approval from the U.S. Bankruptcy Court for
the District of New Jersey to employ Middlebrooks Shapiro, PC as
bankruptcy counsel.
The Debtor requires legal counsel to:
(a) assist in the preparation of schedules and statement of
financial affairs;
(b) represent the Debtor at the initial interview and 341(a)
meeting of creditors;
(c) prepare pleadings; and
(d) assist the Debtor in all aspects of its Chapter 11
reorganization as well as in any related contested matters and
adversary proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Melinda D. Middlebrooks, Esq. $450
Joseph M. Shapiro, Esq. $400
Jessica M. Minneci, Esq. $350
Angela N. Stein, Esq. $300
Law Clerks and Paralegals $100
The firm received a retainer fee of $5,000 together with the filing
fee in the sum of $1,738.
Melinda Middlebrooks, Esq., an attorney at Middlebrooks Shapiro,
disclosed in a court filing that her firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Melinda D. Middlebrooks, Esq.
Middlebrooks Shapiro, PC
841 Mountain Avenue, First Floor
Springfield, NJ 07081
Telephone: (973) 218-6877
Email: middlebrooks@middlebrooksshapiro.com
About Koro Koro I Inc.
Koro Koro I, Inc. filed Chapter 11 petition (Bankr. D.N.J. Case No.
23-19862) on Nov. 6, 2023, with up to $50,000 in assets and up to
$500,000 in liabilities. Quentin J. Dubois, president, signed the
petition.
Judge Stacey L. Meisel oversees the case.
Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, PC
represents the Debtor as legal counsel.
LAKEVIEW ELECTRICAL: Unsecureds Owed $87K to Get Full Payment
-------------------------------------------------------------
Lakeview Electrical Services, LLC, submitted an Amended Disclosure
Statement.
The Debtor has filed a Motion to Sell a 2018 GMC Sierra pickup,
which is subject to a purchase money security interest in favor of
AmeriCredit Financial Services in the approximate amount of
$18,007.94. Any net proceeds from the sale of the pickup shall be
used to fund the Plan.
On the petition date, Debtor had receivables of $403,825.58, which
Debtor intends to attempt to collect.
Under the Plan, Class 3 consists of Priority Unsecured Claims.
Mark Stewart ("Claimant") filed claim #2 in the amount of $5,178
for wages and a truck allowance. Debtor paid the sum of $4,500
following entry of an Order Granting Debtor's motion to pay
prepetition and final post-petition wages for the period Dec. 26,
2022 through January 6, 2023. Debtor has filed an objection to the
truck allowance in the amount of $1,600.00 on the grounds it is not
owed. The Debtor and Claimant have resolved the objection by
agreeing a balance of $800 will be paid on the claim. The balance
of the claim will be paid in full, in cash, on the Effective Date
of the Plan.
Brittany Chappelle (no claim filed) was scheduled as the holder of
a priority claim for unpaid wages in the amount of $569.34. The
Debtor paid the sum of $350 following entry of an Order Granting
Debtor's motion to pay pre-petition and final postpetition wages
for the period Dec. 26, 2022 through January 6, 2023.
Cesar Garcia (no claim filed) was scheduled as the holder of a
priority claim for unpaid wages in the amount of $1,688.88. Debtor
paid the sum of $2,080.00 following entry of an Order Granting
Debtor's motion to pay prepetition and final post-petition wages
for the period Dec. 26, 2022 through January 6, 2023.
As to Class V General Unsecured Claims, allowed general unsecured
claims in the amount of $87,860.24, and any additions thereto other
than claims held by insiders, shall be paid in full, in cash, on
the Effective Date of the Plan. The Debtor proposes to pay ZERO on
the claim of Blalock Building Company, Inc., which is scheduled as
disputed, unliquidated and contingent, and for which no claim has
been filed.
This class includes claim #5 of Internal Revenue Service in the
amount of $2,832.54, claim #6 of Thompson Tractor Company, Inc. in
the amount of $2,137.06, claim #7 of Channel Partners Capital, LLC.
in the amount of $57,950.02, Mayer Electric (no claim filed) in the
amount of $2,934.42, and Nex Rev (no claim filed) in the amount of
$22,006.20.
On the Effective Date, Debtor shall pay in full, in cash, all
administrative expenses, secured, priority unsecured, general
unsecured and insider claims.
Attorney for the Debtor:
Tameria S. Driskill, Esq.
Williams, Driskill, Huffstutler & King
2100 Club Drive, Suite 150
Gadsden, AL 35901
(256) 442-0201
A copy of the Disclosure Statement dated October 27, 2023, is
available at https://tinyurl.ph/EwNOr from PacerMonitor.com.
About Lakeview Electrical Services
Lakeview Electrical Services, LLC, sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
23-40006) on Jan. 3, 2023, with up to $50,000 in both assets and
liabilities. Judge James J. Robinson presides over the case.
Tameria S. Driskill, Esq., at Williams Driskill Huffstutler King,
LLC, is the Debtor's counsel.
LEGACY-XSPIRE: Hires Fox Rothschild as Special Counsel
------------------------------------------------------
Legacy-Xspire Holdings LLC and its affiliate seek approval from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Fox Rothschild, LLP as special litigation and conflict counsel.
The firm will advise and represent the Debtors in all matters
related to Blue Water Biotech, Inc., and Valley National Bank.
The firm will be paid at these rates:
Attorneys $210 to $1,195 per hour
Paralegals $105 to $485 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert F. Elgidely, Esq., a partner at Fox Rothschild, 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:
Robert F. Elgidely, Esq.
FOX ROTHSCHILD, LLP
One Biscayne Tower
2 S. Biscayne Blvd. Suite 2750
Miami, FL 33131
Tel: (305) 442-6543
Fax: (305) 442-6541
About Legacy-Xspire Holdings LLC
Legacy-Xspire Holdings LLC market and distribute niche branded and
generic prescription products to physicians, pharmacies, wholesale
distributors, and specialty pharmaceutical distributors across the
United States. Legacy-Xspire's product portfolio consists primarily
of therapies for pain management and steroid-responsive disease
states.
Legacy-Xspire Holdings LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04251) on Sept.
26, 2023. In the petition filed by Greg Stokes, as CEO, the Debtor
reports estimated assets between $50 million and $100 million and
estimated liabilities between $10 million and $50 million.
Honorable Bankruptcy Judge Roberta A. Colton oversees the case.
The Debtor is represented by Steven M Berman, Esq. of Shumaker,
Loop & Kendrick, LLP.
LIGADO NETWORKS: Reportedly Has Jan. 15 Forberance Extension
------------------------------------------------------------
Bloomberg News reports that Ligado Networks LLC disclosed to some
investors that it received another forbearance on about $4.2
billion of first-lien notes that matured on Nov. 1, according to
people with knowledge of the situation.
The satellite company's reprieve has now been extended to Jan. 15
from mid-November, said the people, who asked not to be identified
discussing a private matter.
Bloomberg earlier reported that Ligado Networks asked debt holders
to approve a forbearance request until mid-November 2023 on about
$4.2 billion of first-lien notes that was set to mature Nov. 1.
The forbearance request comes after the struggling satellite
company sued the US government over spectrum rights that it can't
use, Bloomberg previously reported.
About Ligado Networks
Ligado Networks LLC operates as a special purpose entity. The
Company provides mobile satellite coverage, as well as develops
innovative solutions that will accelerate 5G and IoT network
deployments.
LIVINGSTON TOWNSHIP: Seeks to Hire Eileen Shaffer as Legal Counsel
------------------------------------------------------------------
Livingston Township Fund One, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Eileen Shaffer, Esq., an attorney practicing in Jackson, Miss., as
its bankruptcy counsel.
The Debtor requires an attorney to:
(a) give advice regarding questions which will arise throughout
the pendency of the Debtor's Chapter 11 proceeding;
(b) appear in, prosecute, and defend suits and proceedings, and
take all necessary and proper steps in connection with the affairs
of the hospital's estate;
(c) represent the Debtor in court hearings and assist in the
preparation of legal papers and documents as may be necessary in
this proceeding;
(d) advise and consult in connection with any reorganization
plan which may be proposed in this proceeding; and
(e) perform other legal services on behalf of the Debtor as may
become necessary in this proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Eileen N. Shaffer $350
Paralegal $100
Ms. Shaffer, Esq., disclosed in a court filing that she is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The attorney can be reached at:
Eileen N. Shaffer, Esq.
P.O. Box 1177
Jackson, MS 39215
Telephone: (601) 969-3006
Email: eshaffer@eshaffer-law.com
About Livingston Township Fund One
Livingston Township Fund One, LLC, a company in Flora, Miss., filed
a petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. S.D. Miss. Case No. 23-02573) on Nov. 6, 2023. In the
petition signed by Michael Bollenbacher, managing member, the
Debtor disclosed $1 million to $10 million in both assets and
liabilities.
Judge Jamie A. Wilson oversees the case.
The Rollins Law Firm, PLLC, Steven H. Smith, PLLC, and Eileen N.
Shaffer, Esq., represent the Debtor as counsel.
LIVINGSTON TOWNSHIP: Seeks to Hire Steven H. Smith as Legal Counsel
-------------------------------------------------------------------
Livingston Township Fund One, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Steven H. Smith, PLLC as its bankruptcy counsel.
The Debtor requires legal counsel to:
(a) give advice regarding questions which will arise throughout
the pendency of the Debtor's Chapter 11 proceeding;
(b) appear in, prosecute, and defend suits and proceedings, and
take all necessary and proper steps in connection with the affairs
of the Debtor's estate;
(c) represent the Debtor in court hearings and assist in the
preparation of legal papers and documents as may be necessary in
this proceeding;
(d) advise and consult in connection with any reorganization
plan which may be proposed in this proceeding; and
(e) perform other legal services on behalf of the Debtor as may
become necessary in this proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Steven H. Smith $275
Paralegal $65
Steven Smith., Esq., disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Steven H. Smith, Esq.
Steven H. Smith, PLLC
4316 Old Canton Road, Suite 200
Jackson, MS 39211
Telephone: (601) 987-4800
Email: ssmith@shsattorneys.com
About Livingston Township Fund One
Livingston Township Fund One, LLC, a company in Flora, Miss., filed
a petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. S.D. Miss. Case No. 23-02573) on Nov. 6, 2023. In the
petition signed by Michael Bollenbacher, managing member, the
Debtor disclosed $1 million to $10 million in both assets and
liabilities.
Judge Jamie A. Wilson oversees the case.
The Rollins Law Firm, PLLC, Steven H. Smith, PLLC, and Eileen N.
Shaffer, Esq., represent the Debtor as counsel.
LIVINGSTON TOWNSHIP: Seeks to Hire The Rollins Law Firm as Counsel
------------------------------------------------------------------
Livingston Township Fund One, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
The Rollins Law Firm, PLLC.
The Debtor requires legal counsel to:
(a) give advice regarding questions which will arise throughout
the pendency of the Debtor's Chapter 11 proceeding;
(b) appear in, prosecute, and defend suits and proceedings, and
take all necessary and proper steps in connection with the affairs
of the hospital's estate;
(c) represent the Debtor in court hearings and assist in the
preparation of legal papers and documents as may be necessary in
this proceeding;
(d) advise and consult in connection with any reorganization
plan which may be proposed in this proceeding; and
(e) perform other legal services on behalf of the Debtor as may
become necessary in this proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Thomas Carl Rollins, Jr. $350
Paralegal $150
Legal Assistants $100
Thomas Carl Rollins, Jr., Esq., an attorney at The Rollins Law
Firm, 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:
Thomas Carl Rollins, Jr., Esq.
The Rollins Law Firm, PLLC
P.O. Box 13767
Jackson, MS 39236
Telephone: (601) 500-5533
Email: tc@therollinsfirm.com
About Livingston Township Fund One
Livingston Township Fund One, LLC, a company in Flora, Miss., filed
a petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. S.D. Miss. Case No. 23-02573) on Nov. 6, 2023. In the
petition signed by Michael Bollenbacher, managing member, the
Debtor disclosed $1 million to $10 million in both assets and
liabilities.
Judge Jamie A. Wilson oversees the case.
The Rollins Law Firm, PLLC, Steven H. Smith, PLLC, and Eileen N.
Shaffer, Esq., represent the Debtor as counsel.
LSRM PROPERTY: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel
------------------------------------------------------------------
LSRM Property Acquisitions, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Eric
A. Liepins, PC as its bankruptcy counsel.
The Debtor requires legal assistance for the purpose of orderly
liquidating the assets, reorganizing the claims of the estate, and
determining the validity of claims asserted in the estate.
The hourly rates of the firm's counsel and staff are as follows:
Eric A. Liepins $275
Paralegals and Legal Assistants $30 - $50
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has been paid a retainer of $5,000 plus filing fee.
Mr. Liepins, the sole shareholder of the firm, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About LSRM Property Acquisitions
LSRM Property Acquisitions, LLC is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor has
an equitable interest in real property located at 309 Ave. B.,
Garland, 317 Ave B. The current value of the Debtor's interest is
$1.3 million.
LSRM Property Acquisitions filed Chapter 11 petition (Bankr. E.D.
Texas Case No. 23-42131) on Nov. 6, 2023. In the petition signed by
Roby Morales, managing member, the Debtor disclosed $1,304,000 in
total assets and $1,548,021 in total liabilities.
Judge Brenda T. Rhoades oversees the case.
Eric A. Liepins, PC serves as the Debtor's counsel.
MALLINCKRODT PLC: S&P Ups ICR to 'B+' on Emergence From Bankruptcy
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on specialty
pharmaceutical company Mallinckrodt PLC to 'B+' from 'D'. At the
same time, S&P assigned its 'BB+' issue-level rating and '1+'
recovery rating to its $229 million first-out term loan and its
'B+' issue-level rating and '3' recovery rating to its $642 million
second-out secured notes and $779 second-out term loan, issued by
Mallinckrodt International Finance S.A. and Mallinckrodt CB LLC.
S&P does not rate the company's $200 million asset-based lending
(ABL) facility.
The stable outlook reflects S&P's expectation for leverage of about
4.0x-4.5x, free operating cash flow (FOCF) to debt of 5%, and a
stable business performance over the next two years.
Mallinckrodt has emerged from bankruptcy following the completion
of its examinership proceedings in Ireland, where it is
headquartered.
S&P said, "While our view of the company's business is largely
unchanged, the 'B+' rating reflects its lower debt levels and
improved discretionary cash flow (DCF).Mallinckrodt emerged from
bankruptcy with about $1.9 billion less secured debt. Additionally,
the company resolved its claims with the Opioid Master Trust for
about $1 billion less than it originally promised, eliminating the
annual cash settlement payments of between $125 million and $200
million. Under its revised capital structure, we expect leverage in
the 4.0x-4.5x range, FOCF to debt of generally above 5%, and EBITDA
interest coverage of less than 2.5x.
"We expect Mallinckrodt's top products will continue to face
competitive pressures, though we anticipate its revenue will
stabilize in 2024 before returning to expansion in 2025.The sales
of the company's top product, Acthar Gel, declined about 14% over
the first nine months of 2023, though the pace of the decline
slowed substantially to about 3% year-over-year in the third
quarter. We expect Mallinckrodt's Acthar sales will begin to
increase slowly, despite the competition from ANI Pharmaceuticals
Inc.'s Purified Cortrophin Gel, supported by the expansion of the
market and its upcoming launch of a self-injector, which we expect
will enhance the product's market position.
"The company's INOmax product continues to lose market share,
falling 10% year to date, due to competition from Linde Inc.
(formerly Praxair). We expect Mallinckrodt's launch of INOmax
Evolve will further differentiate its products and help stabilize
INOmax's market position. We also expect the company will
materially expand its specialty brands segment through the
international launches of its Therakos Photophresis System and its
recent U.S. launch of Terlivaz, an orphan drug that improves kidney
function in adults with hepatorenal syndrome."
The company has somewhat offset its revenue declines with the
strong performance of its specialty generics business, which
includes an active pharmaceutical ingredients (API) business.
Mallinckrodt's position as a vertically integrated manufacturer of
generic opioids and attention-deficit/hyperactivity disorder (ADHD)
drugs has benefitted it with strong demand due to the supply
shortages faced by its peers, enabling it to step in both as an
alternative supplier and a direct competitor. The company's net
specialty generics sales are up over 20% year to date, with its
ADHD sales rising by about 168%, aided by its recent launch of
lisdexamfetamine (generic Vyvanse). Its opioid sales have also
increased and are up about 39% for the same period. The unique
market dynamics of the controlled substances space limit
Mallinckrodt's competition. However, these dynamics also limit its
ability to meet unmet demand, while the U.S. Drug Enforcement
Agency's (DEA) quotes provide it with little predictability.
Accordingly, although S&P views Mallinckrodt as very
well-positioned to benefit from the ongoing challenges in this
space, it is difficult to confidently project the sustainability of
its recent success.
S&P said, "Our ratings are constrained by the uncertainty regarding
management's strategy and financial policy.We generally expect
Mallinckrodt will maintain leverage in the 4.0x-4.5x range, which
is largely in line with that of its public peers. However, we seek
more clarity around the company's long-term financial policy,
including its leverage targets and tolerances, from its new
management team. Given ongoing high borrowing costs, we expect
Mallinckrodt will look to recapitalize on more-favorable terms in
two to three years when its prepayment penalties decline and market
conditions strengthen. Until then, we see some risk that the
company's private owners could seek divestitures or underinvest in
its growth initiatives. While we would expect some of the proceeds
from potential divestitures to be used for debt repayment, these
actions could weaken Mallinckrodt's growth prospects, diversity,
and competitive position.
"The stable outlook reflects our expectation that Mallinckrodt's
revenue will stabilize in 2024 and before increasing by the low- to
mid-single-digit percent area in subsequent years. We also expect
the company's leverage will generally be in the 4.0x-4.5x range and
anticipate its FOCF to debt will be at least 5%."
S&P could lower its rating on Mallinckrodt if it expects:
-- It will sustain FOCF to debt of less than 5%; or
-- It will sustain S&P Global Ratings-adjusted debt to EBITDA of
more than 4.5x.
While unlikely over the next 12 months, S&P could raise its rating
on Mallinckrodt if:
-- S&P expects it will generate annual FOCF to debt of at least
10%; and
-- S&P anticipates it will sustain S&P Global Ratings-adjusted
debt to EBITDA of below 4x and commit to a leverage target of less
than 4x.
MARAVAI INTERMEDIATE: Moody's Cuts CFR & 1st Lien Loans to B2
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Maravai
Intermediate Holdings, LLC, including the Corporate Family Rating
to B2 from B1 and Probability of Default Rating to B2-PD from
B1-PD. Moody's also downgraded the rating on the backed senior
secured first lien term loan B and backed senior secured first lien
revolving credit facility to B2 from B1. There is no change to the
Speculative Grade Liquidity Rating of SGL-1, signifying very good
liquidity. The outlook is stable.
The downgrade of the Maravai's ratings reflects a material
deterioration in operating performance resulting from lower demand
for the company's products and services, notably nucleic acid that
is used in the nascent mRNA technology and generates over
two-thirds of Maravai's revenue. The recent decline in demand for
COVID-19 vaccines and a more uncertain funding environment for
biotech companies is a material headwind for Maravai's revenue.
While demand for nucleic acid is expected to remain strong longer
term as it is a key input used in cell and gene therapy, the timing
of a demand recovery remains highly uncertain. As a result,
Moody's-expects Maravai's adjusted debt/EBITDA to increase to close
to 9x in 2023, up from 2.3x in 2022.
RATINGS RATIONALE
Maravai's B2 CFR reflects its small size and significant earnings
volatility which can result in periods of elevated leverage.
Moody's expects leverage to improve towards 6x in 2024 and towards
5x in 2025 supported by cost savings initiatives. However, demand
recovery remains uncertain over the next 12 months. Maravai's
rating is constrained by its modest market position where it
competes with significantly larger and well-capitalized players.
These challenges are tempered by the company's high profit margins
and Moody's expectation that long-term revenue growth will be
driven by favorable demand trends for Maravai's products used in
drug R&D and manufacturing, and other end markets. Furthermore,
Maravai's rating is supported by very good liquidity, characterized
by cash balances of $580 million as of September 30, 2023 and
modest positive free cash flow. Moody's expects capex will moderate
following a period of investment in capacity expansion, which will
support free cash flow.
The stable outlook reflects Moody's expectation that Maravai will
maintain very good liquidity and prudent financial policies while
continuing to grow revenue and earnings both organically and
through M&A.
Moody's expects that Maravai will have very good liquidity over the
next 12-18 months, characterized by cash balances of $580 million
as of September 30, 2023 and Moody's expectation that Maravai will
generate modest positive free cash flow (pre minority dividends) in
the next 12-18 months despite a decline in revenue. External
liquidity is supported by a $180 million backed senior secured
first lien revolving credit facility expiring 2025 that Moody's
anticipates will largely remain undrawn.
Maravai's CIS-3 indicates that ESG considerations have a limited
impact on the current rating with potential for greater negative
impact over time. The company manufactures scientific reagents used
in drug development and manufacturing, diagnostic tests, and for
other research purposes. Most of the revenue is derived from gene
therapy and bioproduction. This exposes Maravai to risks related to
responsible production including compliance with regulatory
requirements and potential reputational and financial impacts from
quality issues. Social considerations (S-3) also include increasing
use of cell and gene therapy in various therapeutic fields and
vaccines. But it also involves material earnings volatility as
recently evidenced by a rapid decline in demand for COVID-19
vaccines. Maravai is also exposed to environmental risk (E-3) –
notably the use of hazardous materials and chemicals. Finally, from
a governance risk standpoint (G-3) Maravai has exhibited a
willingness to operate with a high leverage, which given the
volatility of its earnings creates significant fluctuations in
credit metrics.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company materially increases
its scale, product diversification, and effectively manages growth
across key business segments while reducing its elevated leverage.
A reduction in customer concentration will also support a rating
upgrade. Quantitatively, sustaining debt/EBITDA below 4.0x would
support an upgrade.
The ratings could be downgraded if the company's operating
performance or liquidity weakens, or it engages in material
debt-funded acquisitions or shareholder initiatives.
Quantitatively, a downgrade could occur if Maravai sustains
debt/EBITDA above 5.0x.
Maravai Intermediate Holdings, LLC is the parent holding company of
Maravai Life Sciences Holdings, LLC ("Maravai"). Maravai
Intermediate Holdings, LLC manufactures scientific reagents used in
drug development and manufacturing, diagnostic tests, life science
tools, and for other research purposes. Most of the revenue is
derived from gene therapy and bioproduction. The company did an IPO
in November 2020 but remains majority-owned by Chicago-based
private equity firm GTCR.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
MAVERLY INVESTOR: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Maverly Investor Group
378 Rochester Avenue
Brooklyn, NY 11213
Chapter 11 Petition Date: November 15, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-44186
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Nigel E. Blackman, Esq.
EASTBROOK LEGAL GROUP
757 Third Ave, 20th FL
New York, NY 10017
Tel: 718-576-1646
Email: nigel.blackman@eastbrooklegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lesmore Willis 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/JUBRNEI/MAVERLY_INVESTOR_GROUP__nyebke-23-44186__0001.0.pdf?mcid=tGE4TAMA
MEDIAMATH HOLDINGS: Seeks to Hire Latham & Watkins as Tax Counsel
-----------------------------------------------------------------
MediaMath Holdings, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Latham
& Watkins LLP as special corporate, tax and tax controversy
counsel.
The firm will render these services:
(a) provide strategic tax advice to the Debtors, in
conjunction with their bankruptcy counsel, Young Conaway Stargatt &
Taylor, LLP;
(b) prepare filings in response to tax assessments; and
(c) negotiate with various tax authorities regarding the
foregoing.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,360 – $2,230
Counsel $1,300 – $1,690
Associates $705 – $1,400
Paralegals $300 – $660
Professional Staff $210 – $585
In addition, the firm will seek reimbursement for expenses
incurred.
As of the petition date, $524,033.84 remained of the advance
payment retainer in the firm's cash account.
George Klidonas, Esq., a partner at Latham & Watkins, 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 disclosed above, the firm represented the Debtors
prior to the petition date. During that time period, the firm
charged its standard rates, subject to the customary annual rate
increases applicable to all clients. The post-petition billing
rates and the material financial terms of the firm's employment are
consistent with those in place prior to the petition date. The firm
intends to continue its prepetition billing practices during the
Chapter 11 case.
Question: Have the Debtors approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: The Debtors have approved a prospective budget for the
firm's engagement for the post-petition period as appropriate. In
accordance with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments.
Mr. Klidonas 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:
George Klidonas, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Telephone: (212) 906-1200
Email: george.klidonas@lw.com
About Mediamath Holdings
MediaMath Holdings, Inc. develops and delivers digital advertising
media and data management technology solutions to advertisers.
MediaMath and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 23-10882) on June 30, 2023. In the petition
signed by its chief executive officer, Neil Nguyen, MediaMath
disclosed $100 million to $500 million in both assets and
liabilities. As of the petition date, MediaMath and its affiliates
had about $95 million of first lien funded debt.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; Latham & Watkins LLP as special corporate, tax,
and tax controversy counsel; and FTI Consulting, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the claims and
restructuring agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Kelley Drye & Warren, LLP as lead bankruptcy
counsel; Cole Schotz P.C. as Delaware counsel; and Dundon Advisers,
LLC as financial advisor.
METROPOLITAN BREWING: Hits Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Frank Nez of Daily Market News reports that Metropolitan Brewing,
one of Chicago's oldest craft breweries has filed for Chapter 11
bankruptcy "largely because it cannot afford to pay the back rent
it owes its lenders," reports TheStreet.
"This is the 'reorganization' type of bankruptcy, meant to help us
right our ship," the company's owners shared.
"We are still open, and we have no current plans to change that
status."
The company's Chapter 11 filing blames its struggles on its rent.
The brewer moved to a new, more expensive, location in 2017 and is
now unable to fulfill its obligations.
"The bankruptcy is being filed because while (Metropolitan) can pay
market rent for the brewery space going forward . . . there is no
way the (brewery) can ever repay the amount of back rent the
landlord is seeking," the Chicago Tribune reported the company
shared in its filing.
About Metropolitan Brewing
Metropolitan Brewing, LLC, is a manufacturer of German-style beers
in Chicago, Illinois.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 23-13209) on Oct. 3, 2023. In the
petition signed by Tracy Hurst, authorized representative, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Deborah L. Thorne oversees the case.
Matthew E. McClintock, Esq., at Goldstein & McClintock LLP, is the
Debtor's legal counsel.
MINIM INC: Incurs $5.6 Million Net Loss in Second Quarter
---------------------------------------------------------
Minim Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $5.60
million on $7.19 million of net sales for the three months ended
June 30, 2023, compared to a net loss of $4.43 million on $12.86
million of net sales for the three months ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $9.67 million on $17.95 million of net sales compared to a
net loss of $6.96 million on $26.16 million of net sales for the
six months ended June 30, 2022.
As of June 30, 2023, the Company had $22.76 million in total
assets, $15.86 million in total liabilities, and $6.90 million in
total stockholders' equity.
Minim said, "The Company's operations have historically been
financed through the issuance of common stock and borrowings.
Since inception, the Company has incurred significant losses and
negative cash flows from operations. During the nine months ended
June 30, 2023, the Company incurred a net loss of $9.7 million and
had positive cash flows from operating activities of $2.5 million.
As of June 30, 2023, the Company had an accumulated deficit of
$84.5 million and cash and cash equivalents of $0.3 million. The
Company implemented cost reduction plans to align its cost
structure to its sales and increase its liquidity. The Company
will continue to monitor its cost in relation to its sales and
adjust its cost structure accordingly. The Company's financial
position and operating results raise substantial doubt about the
Company's ability to continue as a going concern. The Company
believes it does not have sufficient resources through its cash and
cash equivalents, other working capital and borrowings under its
SVB line-of-credit to continue as a going concern through at least
one year from the issuance of these financial statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1467761/000149315223040279/form10-q.htm
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. The Company designs
and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
On Aug. 17, 2023, Minim received a letter from The Nasdaq Stock
Market LLC stating that, because the Company has not filed its Form
10-Q for the period ended June 30, 2023 with the Securities and
Exchange Commission, the Company is not in compliance with Nasdaq's
rules for continued listing under Nasdaq Listing Rule 5250. Rule
5250 requires, in part, that listed companies timely file all
required periodic financial reports with the Commission. The
non-compliance resulted from the Company's inability to timely
appoint an audit committee to review the financial statements
required to be included in its Form 10-Q for the period ended June
30, 2023 and the Company's Form 10-Q for the period ended March
31,
2023.
Minim reported a net loss of $15.55 million in 2022 following a net
loss of $2.20 million in 2021.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 31, 2023, citing that Company has suffered recurring losses
and negative cash flows from operations and will need additional
funding within the next twelve months. This raises substantial
doubt about the Company's ability to continue as a going concern.
MIRACLE HILL: Seeks to Hire Gibson Kohl as Litigation Counsel
-------------------------------------------------------------
Miracle Hill Nursing and Rehabilitation Center, Inc. seeks approval
from the U.S. Bankruptcy Court for the Northern District of Florida
to employ Gibson Kohl, PL as special litigation counsel.
The Debtor requires a special litigation counsel to assist in the
administration of its Chapter 11 bankruptcy case, and represent the
Debtor in contested matters and adversary proceedings.
Gibson Kohl received the aggregate sum of $7,500 on account of
pre-bankruptcy services and as a retainer for post-petition
services.
James Gibson, Esq., an attorney at Gibson Kohl, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James D. Gibson, Esq.
Gibson Kohl, PL
1800 2nd Street, Suite 777
Sarasota, FL 34236
Telephone: (941) 365-1166
Facsimile: (941) 966-3594
About Miracle Hill Nursing and
Rehabilitation Center
Miracle Hill Nursing and Rehabilitation Center, Inc. filed Chapter
11 petition (Bankr. N.D. Fla. Case No. 23-40398) on Oct. 12, 2023,
with up to $10 million in both assets and liabilities. Chris A.
Burney, president, signed the petition.
Judge Karen K. Specie oversees the case.
The Debtor tapped Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Poster, PA as bankruptcy counsel and James D. Gibson, Esq.,
at Gibson Kohl, PL as special litigation counsel.
MOBILEUM INC: Lenders Hire Milbank Amid Accounting Issues
---------------------------------------------------------
Reshmi Basu of Bloomberg News reports that a group of lenders to
Mobileum Inc. has hired law firm Milbank for advice as the accuracy
of the company's financial reporting is called into question,
according to people familiar with the matter, who asked not to be
named discussing the private engagement.
Mobileum's current private equity backer, H.I.G. Capital, in a
lawsuit accused Audax Group of misrepresenting the financial
strength of the telecommunications-software firm H.I.G. acquired
for $915 million in 2022.
About Mobileum Inc.
Mobileum, Inc., designs and develops data analytics solutions. The
Company develops solutions for GSM and CDMA domains, as well as
mobile financial services platform allowing bill payment, mobile
banking, and money transfers. Mobileum serves customers worldwide.
MOLEKULE GROUP: 140 Partners Says Disclosure Inadequate
-------------------------------------------------------
Creditor 140 Partners LP filed an objection to the Disclosure
Statement for Molekule Group, inc. (Jointly Administered),
Molekule, Inc.'s Joint Plan of Reorganization.
140 Partners is the lessor under the lease of the non-residential
premises located at 1301 Folsom Street, San Francisco, California
94103 (the "Premises") with Debtor Molekule, Inc. as the lessee
(the "Lease"). Debtor Molekule, Inc. ceased paying rent to 140
Partners in May 2023. After exhausting the proceeds of a letter of
credit in the amount of $1,673,848.00, previously provided by
Molekule, Inc. in lieu of a cash security deposit at the
commencement of the Lease, 140 Partners filed a lawsuit against
Molekule, Inc. for breach of lease and declaratory relief on Sept.
19, 2023 in the Superior Court of the State of California, County
of San Francisco, as Case No. CGC-23-609205. The outstanding
unpaid rent, late charges and accrued interest owing to 140
Partners by Debtor Molekule, Inc. was stated as at least $1,217,878
in the complaint.
140 Partners objects first to the Disclosure Statement on the
ground that no explanation is offered for the loss or devaluation
of the assets of the Debtors since Molekule Group, Inc. filed its
Form 10-Q Quarterly Report Pursuant To Section 13 Or 15(D) Of The
Securities Exchange Act Of 1934 For The Quarterly Period Ended June
30, 2023 (the "June 2023 10Q Report").2 At page 3 of the June 2023
10Q Report, Molecule Group Inc. listed its Intangible assets net
(which will include its patents and trademarks) as having a value
of $45,301,289. Total assets are listed as having a value as of the
date of the June 2023 10Q Report of $125,440,012.
140 Partners next objects to the Disclosure Statement on the ground
that, in addition to the discrepancy in the asset values, based on
the June 2023 10Q Report, Molekule Group acquired Molekule, Inc.
and as part of that acquisition obtained cash of $2,988,096 from
Molekule, Inc. (see page 6 of the June 2023 10Q Report). The
disposition of this cash also remains unexplained in the Disclosure
Statement. The Debtors should be required to provide further
information in the Disclosure Statement about the acquisition
transaction and also identify the transfer of cash and all assets
from Molekule, Inc. to Molekule Group, due to the fact that the
transfer of cash and other assets between insiders may be an
avoidable transfer
Finally, 140 Partners objects to confirmation of the Plan which
appears to be unconfirmable on its face. While proposing to pay
unsecured creditors only a pro rata share of $150,000.00, the
Debtors are proposing to consolidate their two entities and
transfer that asset value, of over $125 million if the June 2023
10Q is to be believed, into the hands of Class 10 equity while
bypassing holders of allowed unsecured claims. Further, the Plan
appears to violate the absolute priority rule and is unconfirmable
on its face. 140 Partners therefore joins in the Objection Of
Creditor Mack Molding Company, Inc.4 To The Disclosure Statement
For Debtors' Joint Plan Of Reorganization.
Counsel for Creditor 140 Partners, L.P.:
SAUL EWING LLP
Carmen Contreras-Martinez, Esq.
701 Brickell Avenue, Suite 1700
Miami, Florida 33131
Telephone: 305-428-4500
Email: carmen.contreras-martinez@saul.com
- and -
Julie H. Rome-Banks, Esq.
BINDER & MALTER, LLP
2775 Park Avenue
Santa Clara, CA 95050
Tel: (408) 295-1700
Cell: (415) 710-3713
Email:julie@bindermalter.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 Oct.
3, 2023. In the petition signed by Ryan Tyler, chief financial
officer, Molekule, Inc. disclosed $11,592,471 in total assets and
$46,952,909 in total liabilities.
The Hon. Erik P. Kimball is the case judge.
The Debtors tapped Bradley S. Shraiberg, Esq., at Shraiberg Page,
PA as bankruptcy counsel and the law firm of Ossentjuk & Botti as
special counsel.
MORAN FOODS: S&P Downgrades ICR to 'SD' on Distressed Exchange
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
Missouri-based wholesale distributor Moran Foods LLC (doing
business as Save-A-Lot) to 'SD'(selective default) from 'CCC+' and
lowered its issue-level ratings on the first-lien and second-lien
term loans to 'D' from 'CCC+' and 'CCC-', respectively.
S&P said, "We will evaluate the company's revised capital structure
and its recent strategic initiatives over the next few days and
expect to raise our issuer credit rating on the company to the
'CCC' category.
"We view Save-A-Lot's refinance of its credit facilities as
tantamount to a default based on the transaction terms and our
criteria. We view the exchange transaction as distressed." The
downgrade follows the exchange of the company's first-lien first
out, first-lien second out, and second-lien term loans to
first-lien first out payment-in-kind (PIK) and first-lien second
out PIK term loans. The new facilities consist of a PIK interest
payment option subject to at least 2% of cash interest until the
maturity of the instruments.
In addition, this will represent lower interest payments and
exchange below par for the consenting second-lien lenders. The
exchange will also include 99% of new equity from the SAL Topco LLC
on a pro forma basis for the consenting lenders. The company also
upsized its super senior facility up to $90 million to enhance
liquidity, and it will serve as a reloadable facility.
The transaction announcement happens less than a year after the
previous amend and extend transaction. Delays in the execution of
its turnaround initiatives, cash interest payments, macroeconomic
uncertainties, and weaker-than-expected consumer demand have
pressured Save-A-Lot's free cash flow generation. The company has
partially relied on asset monetization as a source of cash in the
short term.
S&P will evaluates the company's revised capital structure and its
recent strategic initiatives over the next few days and expect to
raise its issuer credit rating on the company to the 'CCC'
category.
Missouri-based Moran Foods provides services and wholesale
distribution of grocery items, including private-label products, to
third-party retailers (its retail partners) operating under the
Save-A-Lot name through license agreements. The company was founded
in 1983 and became a pure play wholesale operator in December 2021
after completing the conversion of its retail stores as part of its
transformation plan.
MVK FARMCO: Hires Houlihan Lokey as Investment Banker
-----------------------------------------------------
MVK Farmco LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to Houlihan Lokey
Capital, Inc. as financial advisor and investment banker.
The firm's services include:
(a) accessing the Debtors' current trajectory, business plans,
and financial projections, focusing on both near- and long-term
issues;
(b) reviewing all pertinent legal documents/information to
evaluate the rights, objectives and motivations of all
constituents;
(c) reviewing liquidity needs of the Debtors to determine
financing needs or additional resources necessary to support both
the Debtors' immediate requirements and longer-term strategic
initiatives;
(d) assisting the Debtors in the development and distribution of
selected information, documents and other materials, including, if
appropriate, advising the Debtors in the preparation of an offering
memorandum, presentations to the Debtors' board of managers and
other constituents regarding any proposed potential strategic
alternatives and materials (it being expressly understood that the
Debtors will remain solely responsible for such materials and all
of the information contained therein);
(e) assisting the Debtors in evaluating indications of interest
and proposals regarding any Transaction(s) from current and / or
potential lenders, equity investors, acquirers and / or strategic
partners;
(f) assisting the Debtors with the negotiation of any
Transaction(s), including participating in negotiations with
creditors and other parties involved in any Transaction(s), while
coordinating with legal counsel retained by the Debtors in
connection with the Transaction;
(g) attending meetings of the Debtors' board of managers,
creditor groups, constituencies (official or otherwise), and other
interested parties, as reasonably requested by the Debtors;
(h) preparing for and assessing the timing and viability of
other alternatives based on process and constituent feedback and
market conditions; and
(i) providing such other financial advisory and investment
banking services as may be agreed upon by Houlihan Lokey and the
Debtors.
The firm will be paid as follows:
(a) Monthly Fees: In addition to the other fees provided for
herein, upon the Effective Date, and on every monthly anniversary
of November 11, 2021, during the term of the Engagement Letter, the
Debtors shall pay Houlihan Lokey in advance, without notice or
invoice (although an invoice will be provided), a nonrefundable fee
of $150,000 ("Monthly Fee"). Each Monthly Fee shall be earned upon
Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey
accepting this engagement and performing services as described
herein. Commencing with the second Monthly Fee, unless the Debtors
becomes a debtor under Chapter 11 of the Bankruptcy Code (an
"In-Court Filing"), 50 percent of such Monthly Fee shall be accrued
and fifty percent shall be paid in cash on each monthly anniversary
of the Effective Date (e.g., $75,000 paid in cash and $75,000
accrued on a monthly basis) with the cumulative accrued portion
payable: (i) concurrent with the next Transaction Fee; (ii) if our
engagement is terminated in accordance with the Engagement Letter;
or (iii) prior to an In-Court Filing. Following the date of any
In-Court Filing, the Monthly Fee will be paid in cash. 50 percent
of the Monthly Fees previously paid to Houlihan Lokey after the
sixth (6th) month following November 11, 2021, shall be credited
against the next Transaction Fee to which Houlihan Lokey becomes
entitled hereunder after the relevant Monthly Fee is paid (or
Transaction Fee earned thereafter if such next Transaction Fee is
already reduced to zero) (it being understood and agreed that no
Monthly Fee shall be credited more than once), except that, in no
event, shall such Transaction Fee be reduced below zero.
(b) Transaction Fee(s): In addition to the other fees provided
for herein, the Debtors shall pay Houlihan Lokey the following
transaction fee(s):
(i) Amendment Transaction Fee. Upon the closing of an
Amendment Transaction (as defined in the Engagement Letter), a cash
fee ("Amendment Transaction Fee") equal to $500,000 for the first
such Amendment Transaction and for any subsequent Amendment
Transaction, $250,000.
(ii) Restructuring Transaction Fee. Upon the effectiveness of
all necessary waivers, consents, amendments or restructuring
agreements between any entity comprising the Debtors and the
Debtors's creditors which constitute a Restructuring Transaction
(as defined in the Engagement Letter), Houlihan Lokey shall earn,
and the Debtors shall promptly pay to Houlihan Lokey, a cash fee
("Restructuring Transaction Fee") equal to 0.75 percent times the
amount of debt restructured pursuant such Restructuring
Transaction.
(iii) Sale Transaction Fee. Upon the closing of the Sale
Transaction (as defined in the Engagement Letter), Houlihan Lokey
shall earn, and the Debtors shall thereupon pay to Houlihan Lokey
immediately and directly from the gross proceeds of such Sale
Transaction, as a cost of such Sale Transaction, a cash fee ("Sale
Transaction Fee") based upon Aggregate Gross Consideration ("AGC"),
calculated as follows:
For AGC up to $500 million: 1.25 percent of AGC, plus;
For AGC above $500 million: 4 percent of such incremental
AGC.
(iv) Financing Transaction Fee. Upon the closing of a
Financing Transaction (as defined below), Houlihan Lokey shall
earn, and the Debtors shall thereupon pay to Houlihan Lokey
immediately and directly from the gross proceeds of such Financing
Transaction, as a cost of such Financing Transaction, a cash fee
("Financing Transaction Fee") equal to the sum of: (I) 1.5 percent
of the gross proceeds of any indebtedness raised or committed that
is senior to other indebtedness of the Debtors, secured by a first
priority lien and unsubordinated, with respect to both lien
priority and payment, to any other obligations of the Debtors; (II)
3 percent of the gross proceeds of any indebtedness raised or
committed that is secured by a lien (other than a first lien), is
unsecured and is subordinated; and (III) 5 percent of the gross
proceeds of all equity or equity-linked securities (including,
without limitation, convertible securities and preferred stock)
placed or committed. Any warrants issued in connection with the
raising of debt or equity capital shall, upon the exercise thereof,
be considered equity for the purpose of calculating the Financing
Transaction Fee, and such portion of the Financing Transaction Fee
shall be paid upon such exercise and from the gross proceeds
thereof, regardless of any prior termination or expiration of this
Agreement. It is understood and agreed that if the proceeds of any
such Financing Transaction are to be funded in more than one stage,
Houlihan Lokey shall be entitled to its applicable compensation
hereunder upon the closing date of each stage. The Financing
Transaction Fee(s) shall be earned and payable in accordance with
the terms and conditions set forth herein in respect of any sale of
securities whether such sale has been arranged by Houlihan Lokey,
by another agent or directly by the Debtors or any of its
affiliates. Any non-cash consideration provided to or received in
connection with the Financing Transaction (including but not
limited to intellectual or intangible property) shall be valued for
purposes of calculating the Financing Transaction Fee as equaling
the number of Securities issued in exchange for such consideration
multiplied by (in the case of debt securities) the face value of
each such Security or (in the case of equity securities) the price
per Security paid in the then current round of financing. The fees
set forth herein shall be in addition to any other fees that the
Debtors may be required to pay to any investor or other purchaser
of Securities to secure its financing commitment. The Financing
Transaction Fees payable hereunder shall be subject to a $1,000,000
minimum Financing Transaction Fee payable upon the first Financing
Transaction Fee payable hereunder and for the avoidance of doubt,
any subsequent Financing Transaction Fee shall not be subject to
such minimum.
Notwithstanding the foregoing, if an existing lender, shareholder,
or limited partner of Paine Schwartz Partners (collectively, an
"Insider") participates in a Financing Transaction, no Financing
Transaction Fee shall be payable on the portion of such Financing
provided by any Insider(s), unless Houlihan Lokey has commenced
financing discussions with third-parties and received a bona-fide
non-binding proposal from a third- party to provide a comparable
financing in which case, such Financing Transaction Fee otherwise
owed on the amount provided by any Insider(s) shall be equal to 50
percent of the applicable fees above (e.g., 0.75 percent of senior
indebtedness, 1.5 percent of subordinated indebtedness and 2.5
percent of equity). 50 percent of any Amendment Transaction Fee,
Restructuring Transaction Fee, Sale Transaction Fee, or Financing
Transaction Fee paid shall be credited once against the next or any
simultaneous Transaction Fee that becomes payable hereunder (or
Transaction Fee earned thereafter if such next Transaction Fee is
already reduced to zero), except that, in no event, shall such
Transaction Fee be reduced below zero. Transaction Fees shall be
credited in order of size, from smallest to largest at the time of
the subsequent Transaction. If the Transaction Fees are payable
simultaneously, 50 percent of the smallest of the Transaction Fees
will be credited against the other simultaneously payable
Transactions Fees in order of size, from largest to smallest.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ryan Sandahl, a managing director at Houlihan Lokey Capital, 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:
Ryan Sandahl
Houlihan Lokey Capital, Inc.
111 South Wacker Drive, 37th Floor
Chicago, IL 60606
Tel: (312) 456-4700
About MVK Farmco LLC
MVK FarmCo, LLC and its affiliates are providers of stone fruit,
operating an integrated network of farms, ranches and packaging
facilities. Founded in 1999 and headquartered in Fresno, Calif.,
the Debtors cultivate approximately 18,000 acres of land nestled
throughout the San Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc. as claims and noticing agent. AP Services, LLC
provides interim management and restructuring support services to
the Debtors.
MVK FARMCO: Hires Kirkland & Ellis LLP as Counsel
-------------------------------------------------
MVK Farmco LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Kirkland &
Ellis LLP and Kirkland & Ellis International LLP as counsel.
The firm's services include:
a. advising the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their businesses and properties;
b. advising and consulting on the conduct of these chapter 11
cases, including all of the legal and administrative requirements
of operating in chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;
e. preparing pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;
f. representing the Debtors in connection with obtaining
authority to continue using cash collateral and postpetition
financing;
g. advising the Debtors in connection with any potential sale of
assets;
h. appearing before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto; and
k. performing all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11 cases,
including: (i) analyzing the Debtors' leases and contracts and the
assumption and assignment or rejection thereof; (ii) analyzing the
validity of liens against the Debtors' assets; and (iii) advising
the Debtors on corporate and litigation matters.
The firm will be paid at these rates:
Partners $1,195 to $2,245 per hour
Of Counsel $820 to $2,125 per hour
Associates $685 to $1,395 per hour
Paraprofessionals $295 to $575 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtors paid the firm a retainer of $500,000.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
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 postpetition,
explain the difference and the reasons for the
difference.
Response: Kirkland's current hourly rates for services
rendered on behalf of the Debtors range as follows:
Partners, $1,195-$2,245; Of Counsel, $820-$2,125;
Associates, $685-$1,395; Paraprofessionals, $295-
$575.
Kirkland represented the Debtors from December 13,
2022 to December 31, 2022, using the hourly rates:
Partners, $1,135-$1,995; Of Counsel, $805-$1,845;
Associates, $650-$1,245; and Paraprofessionals
$265-$495.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, for the period from October 13, 2023 through
December 15, 2023.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Ryan Blaine Bennett, Esq.
Whitney C. Fogelberg, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
300 North LaSalle Street
Chicago, IL 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: ryan.bennett@kirkland.com
whitney.fogelberg@kirkland.com
About MVK Farmco LLC
MVK FarmCo, LLC and its affiliates are providers of stone fruit,
operating an integrated network of farms, ranches and packaging
facilities. Founded in 1999 and headquartered in Fresno, Calif.,
the Debtors cultivate approximately 18,000 acres of land nestled
throughout the San Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc. as claims and noticing agent. AP Services, LLC
provides interim management and restructuring support services to
the Debtors.
MVK FARMCO: Hires Mr. Boken of AlixPartners LLP as CEO
------------------------------------------------------
MVK Farmco LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ John Boken
of AlixPartners, LLP as chief executive officer.
The firm's services include:
-- assisting the Debtors with negotiating and implementing
restructuring initiatives and evaluating strategic alternatives for
the business;
-- assisting the Debtors with their communications and/or
negotiations with outside parties including the Debtors'
stakeholders, banks, and potential acquirers of Debtors' assets;
-- Data Collection:
-- implementing the data collection plan by obtaining the
original electronic media from various storage environments,
including but not limited to hard drives, mobile devices, network
services, financial and operational systems, and archived data, and
create forensic images;
-- Data Processing and Hosted Review:
-- performing various data tasks through file metadata and text
extraction, de-duplication, data culling and file searching to
collect and organize data for subsequent hosted review;
-- Productions:
-- preparing and producing documents identified by Kirkland &
Ellis LLP and Kirkland & Ellis International LLP (in their capacity
as proposed co-counsel to the Debtors, "Kirkland") or the
Debtors in accordance with requested production
specifications;
-- Project Management:
-- developing data search and sampling strategies; and managing
and coordinating various workstreams and day-to-day tasks, as
needed;
-- under the direction of counsel, providing support services
including, but not limited to, collecting and analyzing facts
related to legal claims;
-- providing assistance to management in connection with the
Debtors' development of their revised business plan, and such other
related forecasts as may be required by the lenders in connection
with negotiations or by the Debtors for other corporate purposes;
-- in connection with a bankruptcy, assisting with the
preparation of a (i) a disclosure statement and plan of
reorganization, (ii) a liquidation analysis, (iii) statements of
financial affairs and schedules of assets and liabilities, (iv) a
potential preference and avoidance action analysis, (v) a claims
reconciliation analysis, and (vi) monthly operating reports and
other regular reporting required by the U.S. Bankruptcy Court;
-- assisting Debtors' management and their professionals
specifically assigned to sourcing, negotiating, and implementing
any financing, including post-restructuring financing facilities
("DIP"), in conjunction with a contemplated plan of reorganization
and consistent with the Debtors' overall restructuring goals;
-- communicating with, and meeting information needs of, the
Debtors' various constituencies including but not limited to the
lenders, the Committee, and potential exit lenders and their
respective advisors;
-- managing the "working group" professionals who are assisting
the Debtors in the reorganization process or who are working for
the Debtors' various stakeholders to improve coordination of their
effort and individual work product to be consistent with the
Debtors' overall restructuring goals;
-- assisting in negotiations with stakeholders and their
representatives;
-- assisting in negotiations with potential bidders for the
Debtors' assets;
-- rendering testimony, as requested from time to time,
regarding any matters to which APS is providing services; and
-- assisting with such other matters as may be requested that
fall within the firm's expertise and that are mutually agreeable.
Fees for services provided by John Boken, the Debtors’ CEO, shall
be billed at $160,000 per month.
The firm's other fees will be based on the hours spent by the
firm's Personnel at its current standard hourly rates, subject to
periodic adjustments, which are as follows:
Partner & Managing Director $1,140 to $1,400
Partner $1,115
Director $880 to $1,070
Senior Vice President $735 to $860
Vice President $585 to $725
Consultant $215 to $565
Paraprofessional $360 to $380
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John Boken, a partner at AlixPartners, 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:
John Boken
AlixPartners, LLP
555 S. Flower Street, Suite 4200
Los Angeles, CA 90071
Tel: (213) 437-7100
About MVK Farmco LLC
MVK FarmCo, LLC and its affiliates are providers of stone fruit,
operating an integrated network of farms, ranches and packaging
facilities. Founded in 1999 and headquartered in Fresno, Calif.,
the Debtors cultivate approximately 18,000 acres of land nestled
throughout the San Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc. as claims and noticing agent. AP Services, LLC
provides interim management and restructuring support services to
the Debtors.
MVK FARMCO: Hires Riveron Management to Provide CFO
---------------------------------------------------
MVK Farmco LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to Riveron Management
Services, LLC to provide interim chief financial officer.
The firm will designate Brad Webster as the Chief Financial Officer
of the Debtors, and will render these services:
i. Acting Chief Financial Officer:
(a) Operational oversight of the accounting and finance
department;
(b) Internal and management reporting;
(c) External financial reporting;
(d) Cash and treasury management;
(e) Overall departmental leadership; and
(f) Manage IT department.
ii. Corporate Controller:
(a) Oversight of general ledger accounting close process;
(b) Monthly reconciliation review and supervision;
(c) Monthly accounting close and reporting;
(d) Prepare internal and external financial reporting;
(e) Debt and derivative technical accounting; and
(f) Technical accounting oversight.
iii. Accounting Manager:
(a) Oversight of accounting staff;
(b) Preparation or review of monthly account reconciliations;
(c) Preparation of accounting close;
(d) Lease portfolio management and accounting; and
(e) Prepare desktop procedures for accounting and finance
process.
iv. Additional Services may be requested to assist with other
such matters that fall within the firm's expertise and are mutually
agreeable.
The firm will be paid at these rates:
Brad Webster, CFO $510 per hour
Djordje Savic, Corporate Controller $450 per hour
Claire Kreski, Accounting Manager $375 per hour
Senior Managing Director $695 to $1,450 per hour
Managing Director $595 to $960 per hour
Associate Director/Senior Director $395 to $940 per hour
Associate to Manager $250 to $535 per hour
Paraprofessional $250 per hour
The firm received from the Debtors a retainer of $150,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brad Webster, a partner at Riveron Management Services, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Brad Webster
Riveron Management Services, LLC
461 Fifth Avenue, 12th Floor
New York, NY 10017
Tel: (646) 681-7208
Email: david.nolletti@riveron.com
About MVK Farmco LLC
MVK FarmCo, LLC and its affiliates are providers of stone fruit,
operating an integrated network of farms, ranches and packaging
facilities. Founded in 1999 and headquartered in Fresno, Calif.,
the Debtors cultivate approximately 18,000 acres of land nestled
throughout the San Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc. as claims and noticing agent. AP Services, LLC
provides interim management and restructuring support services to
the Debtors.
MVK FARMCO: Hires Stretto Inc. as Administrative Advisor
--------------------------------------------------------
MVK Farmco LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Stretto,
Inc. as their administrative advisor.
The firm will provide these services:
a. assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports in support
of confirmation of a Chapter 11 plan;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
d. provide a confidential data room;
e. manage and coordinate any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and
f. provide claims analysis and reconciliation, case research,
depository management, treasury services, confidential online
workspaces or data rooms, and any related services otherwise
required by applicable law, governmental regulations, or court
rules or orders in connection with the Debtor's Chapter 11 case.
The firm received an advance retainer in the amount of $50,000.
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Tel: (714) 716-1872
Email: sheryl.betance@stretto.com
About MVK Farmco LLC
MVK FarmCo, LLC and its affiliates are providers of stone fruit,
operating an integrated network of farms, ranches and packaging
facilities. Founded in 1999 and headquartered in Fresno, Calif.,
the Debtors cultivate approximately 18,000 acres of land nestled
throughout the San Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc. as claims and noticing agent. AP Services, LLC
provides interim management and restructuring support services to
the Debtors.
MVK FARMCO: Seeks to Hire KPMG LLP as Tax Consultant
----------------------------------------------------
MVK Farmco LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ KPMG LLP as
tax consultant.
The firm's services include:
A. Preliminary Numerical Analysis - Analysis pursuant to the
Debtors' LLC Agreement, as currently enacted or amended to achieve
the Debtors' objectives:
i. Analysis of historical capital accounts and tax workpapers
to evaluate and remediate current year capital accounts and
workpapers;
ii. Analysis of April 2023 debt-for-debt exchange and
estimation of cancellation of debt ("COD") income and impact to
debt allocations under Internal Revenue Code ("IRC") section 752,
gain allocations including those resulting from IRC section 731,
and basis adjustments under IRC section 734;
iii. Analysis of allocation of COD income or other gains
triggered by the Proposed Restructuring in accordance with the
principles of IRC sections 704(b) and 704(c);
iv. Analysis of debt allocation in accordance with IRC section
752 and underlying regulations based on current structure and the
options provided by the Debtors in the Proposed Restructuring;
v. Cash tax modeling, including estimated taxable income for
historical owners as a result of the Proposed Restructuring and any
related cash distributions (including estimated tax distributions)
and assist in calculating the impacts of such distributions on
credit facilities for tax planning purposes;
vi. Roll forward capital accounts including estimating the
impact of the April 2023 debt-for-debt exchange to dates of
Proposed Restructuring to assist with computing and reporting of
Proposed Restructuring consequences for federal and state income
calculations and allocations for estimate and return filing
purposes; and
vii. Additional analyses and consultation, at the Debtors
request, including (a) evaluation of structural alternatives and
preparation of a set of structure slides to outline the tax steps
needed to be taken to meet the desired tax transaction end state in
a variety of potential scenarios (in coordination with Debtors'
legal counsel), (b) additional numerical analyses and based on
other transaction alternatives, and preparation of memorandum(s)
memorializing the tax issues of the Proposed Restructuring and / or
the April 2023 debt-for-debt exchange.
B. Additional Numerical Analysis (Upon Request)
i. Analysis of IRC section 382 issues, including a sensitivity
analysis to reflect the IRC section 382 impact of the proposed
and/or hypothetical equity transactions pursuant to the Proposed
Restructuring and analysis of IRC sections 382(l)(5) and (l)(6), if
relevant;
ii. Analysis of "net unrealized built-in gains and losses" and
Notice 2003-65 as applied to the ownership change, if any,
resulting from or in connection with the Proposed Restructuring;
iii. Analysis of the application of the attribute reduction
rules under IRC section 108(b), including a benefit analysis of IRC
sections 108(b)(5) and 1017(b)(3)(D) elections;
iv. Analysis of the tax implications of any dispositions of
assets pursuant to the Proposed Restructuring;
v. Analysis of potential bad debt and retirement tax losses;
vi. Tax advisory services related to any potential
merger/acquisition with third parties, including due diligence and
structuring;
vii. Transaction cost analysis; and
viii. Any other tax consulting related to the Proposed
Restructuring.
C. Transaction Execution Consultation
i. Analyze and comment on tax aspects of drafts of the
transaction agreements prepared by the Debtors and Debtors' legal
counsel;
ii. Analyze and comment on draft disclosures prepared by the
Debtors and the Debtors' legal counsel related to tax matters;
iii. Participate with Debtors' management in discussions with
creditor's (and any other third parties) tax counsel, from a tax
structuring perspective;
iv. Analyze and comment on draft presentations describing the
Proposed Restructuring prepared by Debtors' management and the
Debtors' financial and legal advisors, focused on tax matters; and
v. Prepare technical memoranda to summarize the tax
transaction structure and document the resolution of significant
tax matters that may arise over the course of the engagement.
D. Additional Transaction Services
i. At the Debtors' request, KPMG will provide tax advice or
assistance with respect to other tax matters associated with the
Proposed Restructuring, post-acquisition business activities or
operation of the structure.
The firm will be paid at these rates:
Partners $1,288 to $1,388 per hour
Managing Directors $1,208 to $1,288 per hour
Senior Managers/Directors $1,108 per hour
Managers $1,008 per hour
Senior Associates $768 per hour
Associates $464 per hour
The firm will be paid a retainer in the amount of $100,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Olayinka Kukoyi, a partner at KPMG, disclosed in a court filing
that the firm is a "disinterested person" pursuant to Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Olayinka Kukoyi, CPA
KPMG LLP
811 Main Street, Suite 4500
Houston, TX 77002
Tel: (713) 319-2000
About MVK Farmco LLC
MVK FarmCo, LLC and its affiliates are providers of stone fruit,
operating an integrated network of farms, ranches and packaging
facilities. Founded in 1999 and headquartered in Fresno, Calif.,
the Debtors cultivate approximately 18,000 acres of land nestled
throughout the San Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc. as claims and noticing agent. AP Services, LLC
provides interim management and restructuring support services to
the Debtors.
MY THREE AMIGOS: Gets OK to Tap Launch Powered by Compass
---------------------------------------------------------
My Three Amigos, LLC received approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Launch Powered by
Compass as real estate agent.
The Debtor needs a real estate agent to assist in the listing,
marketing and sale of its real property located at 5544 N. Quail
Place, Paradise Valley, Ariz.
The agent's commission will be 4 percent of the total sales price
with 2.5 percent being offered to the buyer's agent.
Adam Bowman, a real estate agent at Launch Powered by Compass,
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:
Adam Bowman
Launch Powered by Compass
4222 N. Marshall Way, Suite A
Scottsdale, AZ 85251
Telephone: (480) 776-1555
About My Three Amigos
My Three Amigos, LLC owns a 1.1-acre parcel in Paradise Valley,
Ariz., having a comparable sale value of $2.5 million.
My Three Amigos filed Chapter 11 petition (Bankr. D. Ariz. Case No.
23-07008) on Oct. 3, 2023, with $2,500,000 in assets and $2,047,295
in liabilities. Lori Weathers, an authorized representative, signed
the petition.
Judge Paul Sala oversees the case.
Chris D. Barski, Esq., at Barski Law PLC is the Debtor's bankruptcy
counsel.
NABORS INDUSTRIES: S&P Rates New $550MM Sr. Guaranteed Notes 'B-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to Nabors Industries Inc.'s, a wholly-owned
subsidiary of Nabors Industries Ltd., proposed $550 million senior
priority guaranteed notes due 2030. At the same time, S&P revised
its recovery rating on Nabors' existing $700 million 7.375% senior
priority notes maturing in 2027 to '3' from '1'. Therefore, the
issue-level rating on the 7.375% senior priority guaranteed notes
are downgraded to 'B-' from 'B+' as a result of the increase in
priority debt. The '3' recovery rating indicates S&P's expectation
for meaningful (50%-70%; rounded estimate: 60%) recovery to
creditors in the event of payment default.
The new notes will rank equally in right of payment with the
company's existing senior priority guaranteed notes and will have
the same guarantees and covenants. The company will use proceeds
from the new issuance for debt repayment and general corporate
purposes. S&P's other ratings on Nabors are unchanged, including
the 'B-' issuer credit rating. The outlook remains positive.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P values the company using a discrete asset-value approach,
based on its Sept. 30, 2023. net asset value, which is consistent
with our treatment of other contract drilling companies. S&P
assumes 5% annual depreciation, and a 50% realization rate on the
company's drilling equipment.
-- S&P estimates that for the company to default, the exploration
and production (E&P) industry would need to sustain a significant
reduction in E&P spending, leading to limited demand for drilling
services.
-- S&P assumes the company's $350 million credit facility's $100
million accordion feature is not activated and is 85% drawn at the
time of default.
Simulated default and valuation assumptions
-- Simulated year of default: 2025
-- Insolvency jurisdiction (Rank A): The company has majority of
its revenue/assets located in U.S.
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.12
billion
-- Value available to first-lien debt: $1.12 billion
-- Total senior secured debt (accounts receivable and revolver
facility): $309 million
--Recovery expectations: Not applicable
-- Value available to second-priority debt: $811 million
-- Total second-priority debt (including the proposed $550 million
SPGNs due 2030): $1.3 billion
--Recovery expectations: 50%-70% (rounded estimate: 60%)
-- Total third-priority debt: $982 million
-- Total available to third-priority debt: $0 million
--Recovery expectations: 0% ('6')
-- Total subordinated unsecured debt: $896 million
-- Total available to unsecured debt: $0
--Recovery expectations: 0% ('6')
Note: All debt amounts include six months of prepetition interest
NASHVILLE SENIOR: No Resident Complaints, PCO Report Says
---------------------------------------------------------
Teresa Teeple, the patient care ombudsman, filed a report regarding
the quality of patient care provided at the nursing home operated
by Nashville Senior Care, LLC and its affiliates.
The PCO directed a representative, District Ombudsman Melinda
Lunday to make frequent visits to McKendree Village. Ms. Lunday has
visited McKendree Village six times from Sept. 7 to 21.
The final and most recent visit of Ms. Lunday to the facility was
on Oct. 3. At the time of this visit, the resident census was 150.
The assisted living area was relatively quiet and appeared clean.
Ms. Lunday followed up on the last visit's concerns regarding food,
an unsent transfer request, housekeeping issues and call light
issues. Ms. Lunday spoke to the nursing home administrator about
food issues and was told that a dietary manager was being hired the
following week and the issues would be taken care of.
The PCO visited the Waynesboro Health and Rehabilitation Center on
Sept. 28. She spoke with nine residents and none reported unmet
needs. The PCO observed that all of the residents were well groomed
and dressed appropriately for the season and time of day. In all
cases, the residents stated the food was good and plentiful, that
staff treated them well, and there were sufficient supplies.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=e1LZME from PacerMonitor.com.
About Nashville Senior Care
Nashville Senior Care, LLC and affiliates are comprised of five
senior living communities and one Medicare-certified home health
agency affiliated with the Trousdale Foundation. All of the real
estate associated with the senior living communities is owned by
the Debtors.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug.
14, 2023. In the petitions signed by Thomas Johnson, executive
director, Nashville Senior Care disclosed $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Judge Marian F. Harrison oversees the cases.
The Debtors tapped McDonald Hopkins LLC as general bankruptcy
counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital,
Inc. as investment banker. Stretto, Inc. is the notice, claims and
balloting agent.
On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Womble Bond Dickinson (US), LLP and
Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors,
LLC as financial advisor.
Teresa Teeple is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
NEW JERSEY VISION: PCO Submits First Report
-------------------------------------------
Virginia M. Plaza, R.Ph., the patient care ombudsman, filed with
the U.S. Bankruptcy Court for the District of New Jersey a first
report regarding the ophthalmic practice site operated by New
Jersey Vision Associates, P.C.
The PCO observed that the ophthalmic practice site is spacious
(4500 square feet) and clean with a large comfortable waiting room.
It holds five ophthalmic treatment and exam rooms, a staff break
room and several additional office spaces that appear to be storage
at this time. In addition, the main entrance contains a fully
outfitted optical shop that will be managed by Ethan Vogel, newly
licensed as a Doctor of Optometry (OD).
During the first visit in early August, the PCO observed a
well-kept and in-date dispensary, with separate medication
refrigerators with digital download (DDL) thermometers. The PCO
suggested the practice place discard date labels on the multiple
use medications as those bottles are opened for use.
The second unscheduled visit was conducted on Sept. 13. The PCO met
Ethan Vogel, now O.D., who was prepping patients prior to exams by
Dr. Vogel, M.D. The patients appeared to be long-standing patients
and very comfortable with Dr. Vogel, M.D. and the other staff
members. All staff members observed good hand hygiene in caring for
the patients.
The third visit was on Sept. 15. The PCO observed the management of
an ophthalmic emergency office visit that required the use of the
laser, along with appointments with a special needs child and a
toddler. The lasers in use were recently serviced.
The PCO noted that the practice appears to be well-kept and patient
care is appropriate and comprehensive.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=38MxL2 from PacerMonitor.com.
About New Jersey Vision
New Jersey Vision Associates, P.C. provides comprehensive eye care
services including routine eye examinations, screenings for eye
problems related to diabetes, high blood pressure, and thyroid
disease, as well as eye disorders such as cataract, glaucoma, and
macular degeneration.
New Jersey Vision Associates filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 23-15043) on June 9, 2023, with $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
Mitchell Vogel, MD, president, signed the petition.
Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is
the Debtor's legal counsel.
Virgina Plaza, R. Ph., the patient care ombudsman appointed in this
Chapter 11 case, is represented by Formanlaw LLC, doing business as
Forman Holt.
NIC ACQUISITION: Moody's Cuts CFR & First Lien Term Loans to Caa2
-----------------------------------------------------------------
Moody's Investors Service has downgraded NIC Acquisition Corp.'s
(dba Innovative Chemical Products Group, or "ICP") Corporate Family
Rating to Caa2 from Caa1, and Probability of Default Rating to
Caa2-PD from Caa1-PD. The company's backed first-lien credit
facilities (term loan and multi-currency revolving credit facility)
and backed second-lien term loan are downgraded by one notch to
Caa2 from Caa1 and Ca from Caa3, respectively. The outlook is
maintained stable.
The rating downgrade aligns ICP with other Caa2 rated peers in
terms of operating performance, credit metrics, liquidity profile
and expected recovery on its outstanding debt. Weak customer
demand, high cost inventory overhang and operational challenges
continue to weigh on ICP's near-term earnings. The Caa2 rating is
underpinned by ICP's debt leverage in excess of 10x, negative free
cash flow and limited headroom under its financial covenants. While
the new management is making fundamental changes to improve ICP's
earnings, the risk of a debt restructuring remains elevated given
the increasing interest expense and tightening financial
conditions.
The governance factor is a key rating driver, given ICP's business
underperformance against management guidance over the last several
years.
RATINGS RATIONALE
Moody's expect a recovery in ICP's earnings will take some time, as
the company continues to restructure its business and demand
outlook remains weak. New management has identified areas of
improvement and recently divested a portion of the bulk asphalt
business. But it remains challenging to raise EBITDA above $100
million, considering the company's recent leadership transition, a
smaller business portfolio after divestures and liquidity
constraints. Moody's expect adjusted debt/EBITDA will remain above
10x and interest coverage below 1.0x for the next several quarters.
Earnings should improve in 2024 given the benefits of a
restructured business and lower raw material costs.
The company has a weak liquidity profile, given its negative free
cash flow generation and a total of $48 million available liquidity
(incl. $13 million cash and $35 million revolver as of June 30,
2023) versus nearly $1.2 billion outstanding debt. Lenders' consent
will be crucial to maintaining its access to the revolver due in
December 2025, should earnings improvement lag expectation.
According to its credit amendment, the company will need to improve
its annual EBITDA to $80 million and maintain $35 million minimum
liquidity by the end of 2023 for maintaining access to its
revolver. Further improvement in earnings is required in 2024 when
the revolver's springing financial covenant—a first lien leverage
ratio below 7.75x upon a drawdown over 35%—is reinstated.
ICP's rating has factored in the aggressive financial strategy
under its private equity ownership and weak earnings performance
over the last several years. The company made several large
debt-funded acquisitions including Gardner-Gibson and Choice
Adhesives in 2021 and Leeson Polyurethanes in 2020. They increased
its debt leverage and reduced its financial buffer against
unfavorable market conditions. Performance of these acquired
business has been below expectation for the last two to three
years.
The rating is supported by ICP's diversified product offerings,
niche market focus, exposure to the relatively resilient repair and
renovation coatings and adhesives markets. A large share of the
business associated with building renovation supports sales
visibility. The company benefits from its specialization in
formulation and its focus on niche markets and professional
contractors in the construction and industrial markets with
certification requirements.
The Caa2 ratings on the first lien revolver and term loan are in
line with the CFR and reflect the preponderance of the first lien
facilities in the debt capital structure and their first priority
secured interest in substantially all assets and outstanding equity
interest of the borrowers, guarantors and their subsidiaries.
The Ca rating on the second lien term loan, two notches below the
CFR, reflects its subordination to the first lien credit facilities
based on Moody's Loss Given Default for Speculative-Grade Companies
(LGD) Methodology.
The stable outlook reflects Moody's expectation of the company
preserving its liquidity and improving earnings to maintain access
to revolver over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating, if the company improves its
earnings, reduces debt leverage towards below 7.0x and generates
positive free cash flow.
Moody's could downgrade the rating, if ICP's earnings continue to
weaken. Interest coverage below 1.0x, negative free cash flow and
deterioration in liquidity could result in a rating downgrade. A
distressed debt exchange at the expense of existing term loan
lenders would also result in a downgrade.
The rating has also incorporated environmental, social and
governance considerations. NIC Acquisition Corp.'s Credit Impact
Score of 5 (CIS-5) reflects its aggressive financial policy under
the private equity ownership. In the last several years, the
company's earnings have been behind expectation due to cost
inflation, supply chain constraints and poor business execution. As
a specialty coatings, adhesives and sealants company, ICP is also
exposed to environmental and social risks, but to a less extent
than producers of commodity chemicals.
Innovative Chemical Products Group, formed in late 2015, is a
leading formulator of specialty coatings, adhesives, sealants, and
elastomers serving the industrial and construction markets. ICP is
controlled by funds affiliated with Audax Management Company, LLC,
together with other investors including management. Revenues for
the last twelve months ended December 2022 was about $840 million.
The principal methodology used in these ratings was Chemicals
published in October 2023.
NOBLE HEALTH II: Unsecureds to Get $4K Quarterly for 12 Quarters
----------------------------------------------------------------
Noble Health Real Estate II LLC submitted a Second Amended Plan of
Reorganization.
Under the Plan Class II consists of Allowed unsecured Claim of
Central Bank. Central Bank shall receive a quarterly payment of
$4,125 beginning January 1, 2024, for twelve consecutive quarters.
The holder of Class II Claims is impaired and entitled to vote to
accept or reject the Plan.
Class VI Claims of General Unsecured Creditors other than Central
Bank. Class VI shall consist of the general unsecured claims,
including any purported secured claims with liens on the Real
Estate junior to Central Bank. Beginning on December January 1,
2024, and continuing for twelve consecutive quarters shall pay the
Class II Creditors an amount equal to their pro-rata share of
$4,125. The holders of Class VI Claims are impaired and entitled to
vote to accept or reject the Plan.
On the Effective Date, Debtor shall enter into a Lease with Blessed
Health ("Tenant") for the Real Property owned by Debtor at a rate
of $147,000 per month. Tenant is an affiliate of Debtor as they
have common ownership. Debtor shall use the rental payments to make
the plan payments set forth above as well as all expenses related
to the Real Property, including but not limited to (i) taxes, (ii)
insurance, and (iii) maintenance.
As more fully set forth in the Disclosure Statement Tenant will
fund its rental obligations through one or more subleases of the
Real Property, which may be to an affiliate of Tenant.
Attorney for the Debtor:
Ronald S. Weiss, Esq.
Joel Pelofsky, MO, Esq.
BERMAN, DeLEVE, KUCHAN & CHAPMAN, LLC
1100 Main Street, Suite 2850
Kansas City, Missouri 64105
T: (816) 471-5900
F: (816) 842-9955
E-mail: rweiss@bdkc.com
jpelofsky@bdkc.com
A copy of the Plan Of Reorganization dated October 27, 2023, is
available at https://tinyurl.ph/uArVT from PacerMonitor.com.
About Noble Health Real Estate II
Noble Health Real Estate II, LLC, is engaged in activities related
to real estate. The Debtor is based in Fulton, Mo.
Noble Health Real Estate II filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No.
23-20100) on March 3, 2023. In the petition signed by Zev M.
Reisman, general manager and corporate secretary, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Dennis R. Dow presides over the case.
The Debtor tapped Berman, DeLeve, Kuchan & Chapman, LLC as
bankruptcy counsel and CFGI as restructuring advisor. Joseph Baum,
a partner at CFGI, serves as the Debtor's chief restructuring
officer.
NOBLE HEALTH: Unsecureds to Get $2K Quarterly for 12 Quarters
-------------------------------------------------------------
Noble Health Real Estate LLC submitted a Second Amended Plan of
Reorganization.
Under the Plan, Class II consists of Allowed Unsecured Claim of
Lead Bank. Lead Bank shall receive a quarterly payment of $2,083
beginning January 1, 2024, for twelve consecutive quarters. The
holder of Class I Claims is impaired and entitled to vote to accept
or reject the Plan.
Class IV: Claim of General Unsecured Creditors other than Lead
Bank. Class IV shall consist of the general unsecured claims,
including any purported secured claims with liens on the Real
Estate junior to Lead Bank. Beginning on December January 1, 2024,
and continuing for twelve consecutive quarters shall pay the Class
II Creditors an amount equal to their pro-rata share of $2,083. The
holders of Class IV Claims are impaired and entitled to vote to
accept or reject the Plan.
On the Effective Date, the Debtor shall enter into a Lease with
Blessed Health ("Tenant") for the Real Property owned by Debtor at
a rate of approximately $52,000 per month. Tenant is an affiliate
of Debtor as they have common ownership. Debtor shall use the
rental payments to make the plan payments set forth above as well
as all expenses related to the Real Property, including but not
limited to (i) taxes, (ii) insurance, and (iii) maintenance.
As more fully set forth in the Disclosure Statement Tenant will
fund its rental obligations through one or more subleases of the
Real Property, which may be to an affiliate of Tenant.
Attorney for the Debtor:
Ronald S. Weiss, Esq.
Joel Pelofsky, Esq.
BERMAN, DeLEVE, KUCHAN & CHAPMAN, LLC
1100 Main Street, Suite 2850
Kansas City, Missouri 64105
T: (816) 471-5900
F: (816) 842-9955
E-mail: rweiss@bdkc.com
jpelofsky@bdkc.com
A copy of the Plan of Reorganization dated October 27, 2023, is
available at https://tinyurl.ph/VVsHT from PacerMonitor.com.
About Noble Health Real Estate
Noble Health Real Estate, LLC, is engaged in activities related to
real estate. It owns a building located at 10 Hospital Drive,
Fulton, Mo., valued at $7.9 million.
Noble Health Real Estate filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No.
23-20051) on Feb. 10, 2023, with $7,900,000 in assets and
$4,869,845 in liabilities. Zev M. Reisman, general manager and
corporate secretary of Noble Health Real Estate, signed the
petition.
The Debtor tapped Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan
& Chapman, LLC as counsel and Joseph Baum at CFGI as chief
restructuring officer.
NORTHERN DELIGHT: Hires Jeffrey C. Alandt as Counsel
----------------------------------------------------
Northern Delight, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Michigan to employ Jeffrey C. Alandt,
Esq. to handle its Chapter 11 case.
Mr. Alandt will be paid at $240 per hour and his legal assistant at
$125 per hour.
The Debtor paid Mr. Alandt a retainer of $5,762, plus fee of
$1,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeffrey C. Alandt, Esq.
121 E. Front Street, Ste. 302
Traverse City, MI 49684
Tel: (231) 941-7766
Email: jalandt@sbcglobal.net
About Northern Delight, LLC
Northern Delight, LLC in Maple City, MI, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Mich. Case No.
23-02538) on November 1, 2023, listing as much as $1 million to $10
million in both assets and liabilities. Bryan Cloninger as member,
signed the petition.
Judge James W. Boyd oversees the case.
LAW OFFICE OF JEFFREY C ALANDT serve as the Debtor's legal counsel.
OCEANVIEW DEVELOPMENT: Seeks to Hire Choi & Ito as Legal Counsel
----------------------------------------------------------------
Oceanview Development, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Hawaii to employ Choi & Ito to handle its
Chapter 11 case.
The hourly rates of the firm's attorneys are as follows:
Chuck C. Choi $450
Allison A. Ito $300
Prior to the petition date, the firm received $7,665.32 from the
Debtor for pre-bankruptcy services.
The firm is holding a retainer balance of $5,472.72 as of the
petition date.
Allison Ito, a partner at Choi & Ito, 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:
Chuck C. Choi, Esq.
Allison A. Ito, Esq.
Choi & Ito
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Telephone: (808) 533-1877
Facsimile: (808) 566-6900
Email: cchoi@hibklaw.com
aito@hibklaw.com
About Oceanview Development
Oceanview Development, LLC filed Chapter 11 petition (Bankr. D.
Hawaii Case No. 23-00842) on Oct. 18, 2023, with up to $10 million
in both assets and liabilities. Reuben Fung, authorized
representative, signed the petition.
Judge Robert J. Faris oversees the case.
The Debtor tapped Choi & Ito as bankruptcy counsel.
OMNIQ CORP: Incurs $4.3 Million Net Loss in Third Quarter
---------------------------------------------------------
OMNIQ Corp. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $4.30
million on $17.48 million of total revenues for the three months
ended Sept. 30, 2023, compared to a net loss of $3.81 million on
$27.01 million of total revenues for the three months ended Sept.
30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $11.68 million on $65.75 million of total revenues
compared to a net loss of $9.57 million on $77.54 million of total
revenues for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $53.05 million in total
assets, $72.24 million in total liabilities, and a total
stockholders' deficit of $19.19 million.
According to the Company, the following are the principal
conditions or events which potentially raise substantial doubt
about the company's ability to continue as a going concern:
* Balancing the need for operational cash with the need to add
additional products
* Timely and cost-effective development of products
* Working capital deficit of $43 million as of September 30,
2023
* Accumulated deficit of $96 million as of September 30, 2023
* Multiple periods of losses from operations
* Noncompliance with certain debt covenants
"These facts and others have raised concerns about the Company's
ability to continue as a going concern. The Company's continuation
as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis,
which we have successfully accomplished to date."
Management Commentary
"In the Q3, our Supply Chain product sales were impacted mainly by
a delay in receiving large purchase orders tied to awarded
projects, now expected to ship significant amounts during Q4," CEO
Shai Lustgarten stated, "As we progress through Q4, we anticipate
positive effects on future profitability from our ongoing
cost-cutting initiatives.
"Over the nine-month period, we achieved consistent growth in our
Patented AI-Based technology for public safety, border control, and
parking automation. Sales in our Dangot division, providing IoT
solutions for hospitals, restaurants, logistic centers, and
retailers, continued to grow. Demonstrating financial
responsibility, SG&A expenses decreased by $2 million in Q3 and by
$3.5 million in the nine months ending September 30, 2023, aligning
with our goal of achieving positive EBITDA."
Lustgarten concluded, "We're taking decisive actions to position
for profitable growth as Supply Chain sales recover, and we're
enhancing customer relationships through our innovative AI and IoT
solutions."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/278165/000149315223040602/form10-q.htm
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq Corp reported a net loss of $13.61 million for the year ended
Dec. 31, 2022, compared to a net loss of $13.14 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$68.47 million in total assets, $81.31 million in total
liabilities, and a total stockholders' deficit of $12.84 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
ORIGINAL MONTANA: Hires Patten Peterman as Counsel
--------------------------------------------------
The Original Montana Club Cooperative Association seeks approval
from the U.S. Bankruptcy Court for the District of Montana to
employ Patten Peterman Bekkedahl & Green, PLLC as counsel.
Patten, Peterman, Bekkedahl & Green, PLLC to handle its Chapter 11
case.
The firm will be paid as follows:
James A. Patten, Esq. $400 per hour
Molly S. Considine, Esq. $275 per hour
Other attorneys $175 - $375 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $15,300 from the Debtor.
James Patten, Esq., a partner at Patten, Peterman, Bekkedahl &
Green, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
James A. Patten, Esq.
Molly S. Considine, Esq.
Patten, Peterman, Bekkedahl & Green, PLLC
2817 2nd Avenue North, Ste. 300
P.O. Box 1239
Billings, MT 59103
Telephone: (406) 252-8500
Facsimile: (406) 294-9500
Email: apatten@ppbglaw.com
mconsidine@ppbglaw.com
About The Original Montana Club
Cooperative Association
The Original Montana Club Cooperative Association is a co-operative
association opened to the public in June 2018 for a la carte
dining, private dining, weddings, celebrations and business
meetings.
Original Montana Club Cooperative Association sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mon. Case No.
23-20145) on November 1, 2023. In the petition filed by Charles
Robison, as president, the Debtor reports estimated assets between
$1 million and $10 million and estimated liabilities between
$500,000 and $1 million.
Honorable Bankruptcy Judge Benjamin P. Hursh handles the case.
The Debtor is represented by PATTEN PETERMAN BEKKEDAHL & GREEN.
PARK-OHIO INDUSTRIES: Moody's Upgrades CFR to B2, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Park-Ohio
Industries Incorporated, including the corporate family rating to
B2 from B3, the probability of default rating to B2-PD from B3-PD,
and the senior unsecured rating to Caa1 from Caa2. The outlook
maintained stable. The speculative grade liquidity rating remains
unchanged at SGL-3.
The rating upgrades reflect Moody's view that Park-Ohio will
continue to improve its operating performance and strengthen its
balance sheet over the next twelve months. During 2023, Park-Ohio
has demonstrated solid revenue growth, profit margin expansion, and
a material reduction in financial leverage. Moody's expects the
company's EBITA margin to be about 6% and debt/EBITDA to approach
5x by end of 2023 compared to under 4% and near 8x, respectively,
in 2022. Credit metrics are expected to improve further, albeit
more gradually, through 2024 as demand across the company's diverse
set of end markets remains stable.
RATINGS RATIONALE
Park-Ohio's ratings reflect the company's exposure to several
volatile end markets such as automotive, energy and industrial,
modest EBITA margin and moderately high financial leverage.
Park-Ohio maintains a strong competitive position as a key
component supplier across a very diverse set of end markets with an
extensive base of long-standing customers. Moody's believes
Park-Ohio's diversification helps mitigate the demand volatility
exhibited in more cyclical end markets. At about $1.7 billion in
total revenue, Park-Ohio has good scale. However, the size of its
three distinct business segments (Supply Technologies, Assembly
Components and Engineered Products) are moderate relative to other
industrial suppliers.
Park-Ohio's improved performance in 2023 is a result of several
actions the company undertook during more challenging operating
conditions in 2021 and 2022. Some of these actions include
significant restructuring efforts within its Assembly Components
and Engineered Products segments and pricing negotiations with
customers to combat cost inflation. As volumes increase across its
business segments, Park-Ohio has benefitted from improved operating
leverage. Moody's expects Park-Ohio to maintain this leverage with
an EBITA margin of at least 6% in 2024, which is in line with the
company's profitability consistently demonstrated prior to 2020.
Moody's expects revenue from continuing operations to increase at
least 10% in 2023 and grow around 5% in 2024. Support for
continued revenue growth is partly driven by the company's
favorable backlog in its Engineered Products segment and increasing
exposure to aerospace and defense and rail end markets, which are
performing well.
The stable outlook reflects an expectation that Park-Ohio will
benefit from revenue growth, margin expansion, and positive free
cash flow over the next 12-18 months.
Park-Ohio's SGL-3 liquidity rating reflects Moody's view for
adequate liquidity. Moody's expects Park-Ohio to maintain total
liquidity of at least $150 million between cash on hand and
availability under its $405 million asset-based lending facility
(expiring January 2027). Following periods of cash burn in 2021 and
2022, Moody's expects Park-Ohio to generate free cash flow of about
$15 million in 2023 and at least $20 million in 2024. The
improvement in free cash flow will result from increased earnings
and more efficient working capital management.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Park-Ohio is able to improve its
operating performance with steady revenue growth and an EBITA
margin sustained above 6.5%. In addition, an expectation for
debt/EBITDA to remain below 5x and maintaining good liquidity with
strong free cash flow would also support an upgrade.
The ratings could be downgraded if Park-Ohio's revenue declines and
profitability weakens with an EBITA margin below 4%. A more
aggressive financial policy of debt-funded acquisitions or
shareholder returns that pushes debt/EBITDA above 6x could also
result in a downgrade. Further, weaker liquidity as a result of
negative free cash flow could pressure the ratings.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquartered in Cleveland, Ohio, Park-Ohio Industries Incorporated
is a publicly traded industrial supply chain logistics and
diversified manufacturing company with three primary business
segments: Supply Technologies; Assembly Components; and Engineered
Products. Park-Ohio Industries Incorporated is a subsidiary of Park
Ohio Holdings Corp., who is the holder of the public equity.
Revenue for the twelve months ended September 2023 was
approximately $1.7 billion.
PAX THERAPY: Taps Weintraub Zolkin Talerico & Selth as Counsel
--------------------------------------------------------------
Pax Therapy and Family Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Weintraub Zolkin Talerico & Selth, LLP.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers and duties of the
Debtor under Sections 1107 and 1108 of the Bankruptcy Code;
(b) advise concerning all general administrative matters in
the Bankruptcy Case and dealings with the Office of the United
States Trustee;
(c) represent the Debtor at all hearings before the United
States Bankruptcy Court;
(d) prepare legal papers;
(e) advise the Debtor regarding matters of bankruptcy law;
(f) represent the Debtor with regard to all contested
matters;
(g) represent the Debtor in any litigation commenced by, or
against, the Debtor;
(h) represent the Debtor with regard to the negotiation,
preparation, and implementation of a plan of reorganization;
(i) analyze any secured, priority, or general unsecured claims
that have been filed in this bankruptcy case;
(j) negotiate with the Debtor's secured and unsecured
creditors regarding the amount and payment of claims;
(k) object claims as may be appropriate; and
(l) perform all other legal services for the Debtor as may be
necessary.
The hourly rates of the firm's counsel and staff are as follows:
Daniel J. Weintraub, Partner $695
David B. Zolkin, Partner $650
Derrick Talerico, Partner $595
James R. Selth, Partner $585
Catherine Liu, Of Counsel $450
Martha Araki, Paralegal $250
Sachie Fritz, Legal Assistant $175
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $25,000 from the Debtor.
Mr. Zolkin 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 B. Zolkin, Esq.
Weintraub Zolkin Talerico & Selth LLP
11766 Wilshire Boulevard, Suite 450
Los Angeles, CA 90025
Telephone: (310) 207-1494
Facsimile: (310) 442-0660
Email: dzolkin@wztslaw.com
About Pax Therapy and Family Services
Pax Therapy and Family Services, Inc. provides mental health
therapy services through its licensed professionals from its
offices located in Whittier, Calif.
The Debtor filed Chapter 11 petition (Bankr. C.D. Calif. Case No.
23-17284) on Nov. 2, 2023, with up to $100,000 in assets and up to
$1 million in liabilities. Kristin Martinez, president, signed the
petition.
Judge Deborah J. Saltzman oversees the case.
David B. Zolkin, Esq., at Weintraub Zolin Talerico & Selth LLP,
represents the Debtor as legal counsel.
PEOPLE WHO CARE: Hires Orantes Law Firm as Counsel
--------------------------------------------------
People Who Care Youth Center, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Orantes Law Firm, P.C. as counsel.
The firm's services include:
a. bring forward a plan of reorganization expeditiously, provide
the Debtor general services, and advise the Debtor with respect to
compliance with the requirements of the U.S. Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including its rights and remedies in regard to its assets and
claims of creditors;
c. represent the Debtor in any proceedings or hearings in the
Bankruptcy Court and in any action in any other court where the
Debtor's rights under the Bankruptcy Code may be litigated or
affected, subject to the firm's specific agreement;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to the Chapter 11 case including
reviewing, not drafting, monthly operating reports;
e. advise the Debtor concerning the requirements of the
Bankruptcy Court and applicable rules as the same effect the Debtor
in the bankruptcy proceedings;
f. assist the Debtor in the negotiation, formulation,
confirmation, and implementation of a Chapter 11 plan; and
g. take such other action and perform such other services as the
Debtor may require of the firm in connection with the Chapter 11
case.
The firm will be paid at these rates:
Partners $695 per hour
Associates $250 to $695 per hour
Associates $120 to $695 per hour
The firm will be paid a retainer in the amount of $20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Giovanni Orantes, Esq., an attorney at the Orantes Law Firm,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Giovanni Orantes, Esq.
The Orantes Law Firm, PC
3435 Wilshire Blvd., Suite 2920
Los Angeles, CA 90010
Tel: (213) 389-4362
Fax: (877) 789-5776
Email: go@gobklaw.com
About People Who Care Youth Center, Inc.
People Who Care Youth Center Inc., is a non-profit corporation that
provides child daycare to low-income working parents in South
Central Los Angeles. Its primary asset is a commercial real
property building located at 1502 and 1512 West Slauson Avenue, Los
Angeles, California.
People Who Care Youth Center Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C. D. Cal. Case No. 23-16449) on
October 3, 2023. In the petition filed by Michelle McArn, as CEO,
the Debtor reports estimated assets between $500,000 and $1 million
and estimated liabilities between $100 million and $500 million.
PONTOON BREWING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pontoon Brewing Company, LLC
8601 Dunwoody Place
Suite 500
Atlanta, GA 30350
Business Description: Pontoon Brewing is an alcoholic beverage
company in Atlanta, Georgia.
Chapter 11 Petition Date: November 16, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-61376
Judge: Hon. Lisa Ritchey Craig
Debtor's Counsel: G. Frank Nason, IV, Esq.
LAMBERTH, CIFELLI, ELLIS & NASON, P.A.
6000 Lake Forest Drive, NW Ste. 435
Atlanta, GA 30328
Tel: 404-262-7373
Email: fnason@lcenlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sean O'Keefe as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/EZZADOY/Pontoon_Brewing_Company_LLC__ganbke-23-61376__0001.0.pdf?mcid=tGE4TAMA
PR BROOKLYN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: PR Brooklyn 34 LLC
4019 14th Avenue
Brooklyn, NY 11218
Business Description: The Debtor is the owner of certain
residential development property acquired in
2018 located at 1055 East 34th Street,
Brooklyn, NY.
Chapter 11 Petition Date: November 15, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-44187
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Kevin Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Ave
New York, NY 10017-5690
Email: knash@gwfglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Yoel Perl as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/TQBFGZQ/PR_Brooklyn_34_LLC__nyebke-23-44187__0001.0.pdf?mcid=tGE4TAMA
PREMIER KINGS: Hires Raymond James as Investment Banker
-------------------------------------------------------
Premier Kings, Inc. and affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Alabama to employ
Raymond James & Associates, Inc. as investment banker.
The firm will provide these services:
-- review and analyze the Debtors' business, operations,
properties, financial condition and Interested Parties;
-- evaluate the Debtors' debt capacity, including by advising
the Debtors generally as to available financing and assist in the
determination of an appropriate capital structure;
-- evaluate potential Transaction alternatives and strategies;
-- prepare documentation within our area of expertise that is
required in connection with a Transaction;
-- identify Interested parties regarding one or more particular
Transactions;
-- contact Interested Parties on behalf of the Debtors and with
prior written consent by the Debtors, which Raymond James, after
consultation with the Debtors' management, believes meet certain
industry, financial, and strategic criteria and assist the Debtors
in negotiating and structuring a Transaction;
-- advise the Debtors as to potential Business Combination
Transactions;
-- advise the Debtors on tactics and strategies for negotiating
with holders of the Debtors' debt or other claims of the Debtors
("Stakeholders");
-- advise the Debtors on timing, nature and terms of any new
securities, other considerations or other inducements to be offered
to its Stakeholders in connection with any Restructuring
Transaction; and
-- participate in the Debtors' board of directors meeting as
determined by the Debtors to be appropriate, and, upon request,
provide periodic status reports and advice to the board with
respect to mattes falling within the scope of Raymond James's
retention.
The firm will be paid as follows:
a. Monthly Advisory Fee: The Debtors will pay Raymond James
$50,000 (the "Monthly Advisory Fee") upon the Debtors' receipt of
Raymond James's invoice for the Monthly Advisory Fee following the
execution of the Agreement and on the same day of every month
thereafter during the term of the Agreement. The Monthly Advisory
Fee that has been received by Raymond James will be deduced from
and credited against any Transaction Fee.
b. Forbearance Fee: If, during the Term, one or more
Forbearances is entered into between the Debtors and their secured
lenders that have a term or terms (each a "Forbearance Period")
aggregating more than six (6) months, the Debtors will, upon the
execution and delivery of the applicable Forbearance documentation,
pay Raymond James a non-refundable cash transaction fee of $250,000
(a "Forbearance Fee"). Any Forbearance fee that has been received
by Raymond James will be deducted from and credited against any
Transaction Fee (as defined below) payable under the Agreement.
c. Financing Transaction Fee: If, during the Term or during the
sixteen (16) months following any termination of the Agreement (the
"Tail Period"), any Financing Transaction is agreed upon and
subsequently closes (the "Financing Transaction Closing"),
regardless of when such Financing Transaction Closing occurs,
whether on a stand-alone basis or to consummate any other
Transaction, the Debtors will pay Raymond James immediately and
directly out of the proceeds of the placement, at the Financing
Transaction Closing of each Financing Transaction as a cost of sale
of each Financing Transaction, a non-refundable cash transaction
fee (the "Financing Transaction Fee") equal to the sum of (1) one
and a half percent (1.5%) of the Proceeds (as defined in the
Agreement) of all first lien senior secured notes and bank debt
raised, excluding existing lenders, and (2) three percent (3.0%) of
the Proceeds of any second lien or junior debt capital raised,
excluding lenders, and (3) five percent (5.0%) of equity or
equity-linked securities raised, excluding existing lenders.
Provided, however, that to the extent the Financing Transaction
includes an uncommitted accordion or similar credit feature, the
Financing Transaction Fee for such accordion or similar feature
shall be payable upon the commitment of such credit facility or its
funding irrespective of the date of such commitment or funding.
d. Restructuring Transaction Fee: If, during the Term or during
the Tail Period, either (i) one or more Forbearances is/are entered
into between the Debtors and their secured lenders that have one or
more Forbearance Periods aggregating more than twelve (12) months,
or (ii) any Restructuring Transaction is agreed upon and
subsequently closes (or any amendment to or other changes in the
instruments or terms pursuant to which any Existing Obligations
were issued or entered into becomes effective, as applicable, a
"Restructuring Transaction Closing", regardless of when such
Restructuring Transaction Closing occurs), the Debtors shall pay
Raymond James a non-refundable cash transaction fee of $1,750,000
(the "Restructuring Transaction Fee"). For the avoidance of doubt,
the Debtors shall pay the Restructuring Transaction Fee, as a cost
of the Restructuring Transaction, to Raymond James upon the earlier
of (x) the closing of each Restructuring Transaction or (y) the
date on which any amendment to or other changes in the instruments
or terms pursuant to which any Existing Obligations were issued or
entered into became effective.
e. Business Combination Transaction Fee: If, during the Term or
during the Tail Period, any Business Combination Transaction is
agreed upon and subsequently closes (the "Business Combination
Closing" and together with any Financing Closing or Restructuring
Closing, each a "Closing"), regardless of when such Business
Combination Closing occurs, the Debtors shall pay Raymond James
immediately and directly out of the proceeds at the Business
Combination Closing, as a cost of sale of such business Combination
Transaction, a non-refundable cash transaction fee (the "Business
Combination Transaction Fee" and together with any Financing
Transaction Fee or Restructuring Transaction Fee, each a
"Transaction Fee") based upon the Transaction Value (as defined in
the Agreement) in the Transaction, pursuant to the following
schedule: Transaction Value Business Combination Transaction Fee
Equal to or less than $100,000,000 $1,750,000 (the "Minimum
Business Transaction Fee") (as applicable, the "Tier 1 Fee")
Greater than $100,000,000 Sum of (a) Tier 1 Fee, plus (b) three
and a half percent (3.5%) of the incremental Transaction Value (as
that term is defined in the Agreement) in excess of $100,000,000.
f. Alternative Transaction: Notwithstanding the foregoing, if in
lieu of a Business Combination Transaction, during the Term or
during the Tail Period, any Alternative Transaction (as defined in
the Agreement) closes (the "Alternative Transaction Closing") or is
agreed upon and subsequently closes (regardless of when such
Alternative Transaction Closing occurs), Raymond James will be paid
a customary advisory fee for transactions of similar size and
nature (but in no event less than $1,750,000), as mutually agreed
upon by the Parties (the "Alternative Transaction Fee") and any
reference to a "Business Combination Transaction" in the Agreement
(other than under Section 2(d)(i)) in the Agreement) will be deemed
to refer to such Alternative Transaction. Should one or more
Alternative Transactions be agreed upon or close within the Term or
Tail Period that, together with the previously agreed-upon or
closed Alternative Transaction, constitutes in the aggregate a
Business Combination Transaction, an additional fee will be payable
to the extent that the Business Combination Transaction Fee is
greater than the previously paid Alternative Transaction Fee,
provided, however, that in not event shall the total Alternative
Transaction Fees be greater than the Business Transaction Fee.
g. Break-up Amount: If the Debtors or their securityholders
enter into a Definitive Agreement regarding a Business Combination
Transaction that is later terminated, and the Debtors or their
securityholders receives a "break-up", "termination", or similar
fee or payment including, without limitation, any judgment for
damages or amount in settlement of any dispute as a result of such
termination, the Debtors will pay Raymond James a cash fee (the
"Break-up Amount") equal to thirty-five percent (35.0%) of all such
amounts promptly upon receipt by the Debtors or their
securityholders.
h. In the event that a single Transaction constitutes both a
Restructuring Transaction and a Financing Transaction, the Debtors
shall pay to Raymond James only the greater of the applicable
Restructuring Transaction Fee or Financing Transaction Fee. In the
event that a Financing Transaction results in the issuance of
greater than 50% of the voting economic interest in the Debtors,
then the Business Combination Transaction Fee shall apply instead
to the Financing Transaction fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Geoffrey Richards, a senior managing director at Raymond James &
Associates, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Geoffrey Richards
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
Telephone: (727) 567-1000
About Premier Kings, Inc.
Premier Kings, Inc., and affiliates are the owners and operators of
174 operating Burger King franchise locations.
Premier Kings and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Lead Case No.
23-02871) on Oct. 25, 2023. At the time of the filing, Premier
Kings reported $10 million to $50 million in assets and $50 million
to $100 million in liabilities.
Judge Tamara O. Mitchell oversees the cases.
The Debtors tapped Cole Schotz, PC, as the lead counsel; Holland &
Knight, LLP as local bankruptcy counsel; Raymond James &
Associates, Inc., as investment banker; and Kurtzman Carson
Consultants, LLC, as noticing and claims agent.
PROS HOLDINGS: Appoints Cynthia Johnson to Board of Directors
-------------------------------------------------------------
PROS Holdings, Inc. disclosed in a Form 8-K report filed with the
Securities and Exchange Commission that on November 8, 2023, the
Board of Directors appointed Cynthia M. Johnson as an independent
director of the Company effective November 9, 2023, to serve as a
Class I director with an initial term expiring at the 2026 annual
meeting of stockholders.
A seasoned sales leader with over 25 years of industry experience,
Johnson has served as Senior Vice President, Global Solution Sales
for ServiceNow (NYSE: NOW), a global, digital workflow company,
since 2021. At ServiceNow, Johnson leads the global Solution Sales
teams, a worldwide team of specialist sellers that delivers
workflow and platform solutions through the full selling journey.
Her team is responsible for building pipeline and driving revenue
growth by delivering innovative experiences, accelerating digital
transformation, and unlocking newfound productivity. In this role,
she has helped drive sales team organizational alignment,
established a winning culture through an 'innovate everywhere'
mindset, and advanced new selling motions to build velocity at
scale.
Prior to ServiceNow, Johnson served in sales leadership roles for
Cisco (NASD: CSCO), including most recently as Vice President,
Cloud Infrastructure and Software Group from 2012 to 2021, where
she led sales for Cisco's data center segment, including hardware,
software and SaaS.
"I am thrilled to welcome Cynthia to PROS board," said PROS
Non-Executive Chairman of the Board Bill Russell. "As PROS
continues to scale our business, her leadership experience and
knowledge will be a great resource for us as we continue to work to
drive shareholder value. I look forward to working with her."
"We are proud to welcome such an accomplished sales leader as
Cynthia to PROS board" said PROS President and CEO Andres Reiner.
"As the market increasingly embraces AI solutions, I look forward
to working with Cynthia to drive sales operational excellence and
scale our business."
"I am honored to embark on this exciting journey with the PROS
Board to work together to drive growth and seize the extraordinary
opportunities ahead of the company. We are at an important
inflection point with the acceleration of AI-powered solutions, and
in an incredible position to help customers truly optimize insights
and enable smarter selling in the digital economy. I am eager to
extend my go-to-market knowledge and selling model expertise to
unlock new opportunities and advance the PROS mission," said
Cynthia Johnson.
Russell Reynolds advised the company in the Board search process.
Johnson will be entitled to the Company's standard compensation for
non-employee directors, as described under 'Director Compensation'
in the Company's definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on March 31, 2023. In
connection with her appointment, Johnson will also enter into the
Company's standard indemnification agreement for directors and
officers.
There are no family relationships between Johnson and any director,
executive officer or person nominated by the Company to become a
director or executive officer, there are no arrangements or
understandings between Johnson and any other persons pursuant to
which Johnson was selected as a director, and there are no
transactions between Johnson or any of her immediate family
members, on the one hand, and the Company or any of its
subsidiaries, on the other, that would be required to be reported
under Item 404(a) of Regulation S-K
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.
QUALITY IRON: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
Quality Iron Fabricators, LLC and affiliates ask the U.S.
Bankruptcy Court for the Western District of Tennessee, Western
Division for authority to use cash collateral and provide adequate
protection.
The Debtors require the use of cash collateral to pay its existing
employees, vendors, subcontractors, and tax and regulatory
authorities, and satisfying other working capital and operational
requirements.
The Debtors are indebted to LFM Capital Partners, L.P. (as assignee
of First Horizon Bank, as successor by merger to IberiaBank) in an
amount in excess of $13 million. LFM holds valid, perfected, first
priority security in the Debtors' "Inventory, Chattel Paper,
Accounts, Equipment and General Intangibles" to secure the
repayment of the Senior Secured Debt.
The Budget provides for payment of restructuring costs, including
periodic payments to professionals engaged in these Chapter 11
cases. As long as LFM is adequately protected, the Debtors' use of
cash collateral to pay their professionals is allowed. LFM has
consented to the use of cash collateral for payment of the Debtors'
professionals' fees and expenses.
The Debtors assert that the adequate protection protection provided
in the Interim Order on account of the Debtors' use of cash
collateral should be granted, effective immediately and without the
necessity of the execution by the Debtors of financing statements,
security agreements or otherwise, in accordance with 11 U.S.C.
Section 361(2). The replacement security interests and liens in and
upon post-petition Accounts on which LFM held valid and perfected
liens as of the Petition Date and all proceeds, rents and products
of all of the foregoing and all distributions thereon, should
attach in the same respective priority it held prior to the
Petition Date.
The Adequate Protection Liens will be subject only to (i) the Carve
Out provided in the Interim Order; and (ii) valid, perfected,
enforceable and nonavoidable liens and security interests superior
in priority to the those held by LFM on and prior to the Petition
Date, and only to the extent such prepetition senior liens are not
otherwise subject to avoidance or subordination. The Adequate
Protection Liens are granted to secure the amount of any
post-petition diminution in the value of LFM's interests in the
cash collateral.
As additional adequate protection, LFM will be granted as and to
the extent provided in 11 U.S.C. Section 503(b) and 507(b) an
allowed superpriority administrative expense claim in the Chapter
11 Cases and any successor case for any Diminution in Value
resulting from the use of cash collateral by the Debtors.
A copy of the motion is available at https://urlcurt.com/u?l=PJCDtp
from PacerMonitor.com.
A copy of the budget is available at https://urlcurt.com/u?l=IUB64k
from PacerMonitor.com.
The Debtor projects total cash disbursements, on a weekly basis, as
follows:
$797,667 for the week ending November 24, 2023;
$432,498 for the week ending December 1, 2023;
$95,000 for the week ending December 8, 2023; and
$215,797 for the week ending December 15, 2023.
About Quality Iron Fabricators, LLC
Quality Iron Fabricators, LLC and affiliates operate as steel
products manufacturers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tenn. Lead Case No. 23-25578) on
November 10, 2023. In the petition signed by Gary M. Murphey, chief
restructuring officer, Quality Iron Fabricators disclosed up to
$50,000 in assets and up to $50 million in liabilities.
Judge Ruthie Hagan oversees the case.
James E. Bailey III, Esq., at Butler Snow LLP, represents the
Debtor as legal counsel.
RIZOV CORP: Hires Modestas Law Offices as Bankruptcy Counsel
------------------------------------------------------------
Rizov Corp. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to employ Modestas Law Offices, P.C.
as bankruptcy counsel.
The firm will render these services:
(a) negotiate with creditors;
(b) prepare a plan and financial statements;
(c) examine and resolve claims filed against the estate;
(d) prepare pleadings filed in the case;
(e) interact with the trustee in this case;
(f) attend at court hearings; and
(g) otherwise represent the Debtor in matters before the
court.
Saulius Modestas, Esq., the primary attorney in this
representation, will be paid at his hourly rate of $525.
Mr. Modestas 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:
Saulius Modestas, Esq.
Modestas Law Offices, PC
401 S. Frontage Road, Ste. C
Burr Ridge, IL 60527
Tel: (312) 251-4460
Email: smodestas@modestaslaw.com
About Rizov Corp.
Rizov Corp. in Rolling Meadows, IL, filed its voluntary petition
for Chapter 11 protection (Bankr. N.D. Ill. Case No. 23-13345) on
October 5, 2023, listing $500,000 to $1 million in assets and $1
million to $10 million in liabilities. Rade Rizov as president,
signed the petition.
MODESTAS LAW OFFICES, P.C. serve as the Debtor's legal counsel.
RMCNV HOLDINGS: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: RMCNV Holdings, LLC
DBA OCKinetix
DBA MotionMed
1019 Woodbury Falls Dr
Nashville, TN 37221
Chapter 11 Petition Date: November 15, 2023
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 23-04217
Judge: Hon. Randal S. Mashburn
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: $10,000
Total Liabilities: $1,217,270
The petition was signed by David Wachtel as chief manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/EVULU3A/RMCNV_HOLDINGS_LLC__tnmbke-23-04217__0001.0.pdf?mcid=tGE4TAMA
ROBERT P. OBREGON: Hires Gabriel Liberman as Legal Counsel
----------------------------------------------------------
Robert P. Obregon, DDS, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Law Offices of Gabriel Liberman, APC to handle its Chapter 11
case.
The firm will be paid at these rates:
Gabriel E. Liberman, Esq. $350 per hour
Paraprofessionals $150 per hour
The Debtor paid the firm a retainer of $27,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gabriel E. Liberman, Esq., a partner at Law Offices of Gabriel
Liberman, APC, 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:
Gabriel E. Liberman, Esq.
Law Offices Of Gabriel Liberman, APC
1545 River Park Drive, Suite 530
Sacramento, CA 95815
Tel: (916) 485-1111
Fax: (916) 485-1111
Email: Gabe@4851111.com
About Robert P. Obregon, DDS, Inc.
Robert P. Obregon DDS Inc. is a family, cosmetic and implant
dentistry based in Citrus Heights, Calif.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-23620) on Oct. 13,
2023, with $712,637 in assets and $1,922,082 in liabilities. Robert
Obregon, president, signed the petition.
Gabriel E. Liberman, Esq., at the Law Offices of Gabriel Liberman,
APC represents the Debtor as legal counsel.
ROCKHOUSE LIVE: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Rockhouse Live Key West LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, for authority to use
cash collateral and provide adequate protection.
The cash collateral proposed to be used by Debtor may include
cash-on-hand and cash to be generated from the Debtor's
post-petition business operations.
Byzfunder NY LLC holds a blanket UCC-1 lien on, among other
personal property, the Debtor's cash collateral. The principal
balance due Byzfunder on the petition date was $47,625.
The Debtor proposes to use cash collateral for working capital
purposes, including funding necessary operating expenses at its
leased premises, a bar/restaurant/live music venue in Key West,
Florida, and such use will be limited to the payment of such
amounts and for such items set forth in the proposed six-month
operating budget, with a 10% variance.
The Debtor proposes that, as adequate protection for the Debtor's
use of its cash collateral, Byzfunder will receive, subject to
Court approval, adequate protection for the use of cash collateral
in accordance with 11 U.S.C. sections 361(2) and 363(e) in the form
of monthly interest payments in the amount of $400 per month
(reflecting an approximate 10% annual interest rate) payable on the
first day of each month commencing December 1, 2023, and delivery
of Debtor’s post-petition bank statements reflecting its
post-petition monthly receipts & disbursements, until chapter 11
plan confirmation, case dismissal, or further Court order.
A copy of the motion is available at https://urlcurt.com/u?l=S9lAfn
from PacerMonitor.com.
About Rockhouse Live Key West LLC
Rockhouse Live Key West LLC owns and operates a bar and live music
venue.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19183. In the
petition signed by Zach Bair, authorized representative, the Debtor
disclosed up to $10 million in both assets and liabilities.
Nathan G. Mancuso, Esq., at Mancuso Law, PA., represents the Debtor
as legal counsel.
ROYALE ENERGY: Incurs $471K Net Loss in Third Quarter
-----------------------------------------------------
Royale Energy, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $470,730 on $518,565 of total revenues for the three months
ended Sept. 30, 2023, compared to a net loss of $426,331 on
$549,818 of total revenues for the three months ended Sept. 30,
2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $503,761 on $1.62 million of total revenues compared to
a net loss of $739,184 on $1.75 million of total revenues for the
nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $13.49 million in total
assets, $23.42 million in total liabilities, $24.24 million in
mezzanine equity, and a total stockholders' deficit of $34.16
million.
Liquidity and Going Concern
Royale Energy said, "The primary sources of liquidity have
historically been issuances of common stock, oil and gas sales
through ongoing operations and the sale of oil and gas properties.
There are factors that give rise to substantial doubt about our
ability to meet liquidity demands, and we anticipate that our
primary sources of liquidity will be from the issuance of debt
and/or equity, the sale of oil and natural gas property
participation interests through our normal course of business and
the sale of non-strategic assets.
"At September 30, 2023, our consolidated financial statements
reflect a working capital deficiency of $7,482,591. We had net
losses of $470,730 and $503,761 for the three and nine months ended
September 30, 2023, respectively. This indicates that there is
substantial doubt about our ability to continue as a going
concern.
"Management's plans to alleviate the going concern by implementing
cost control measures that include, among other things, the
reduction of overhead costs, the sale of non-strategic assets, and,
if possible, obtaining additional financing. There is no assurance
that additional financing will be available when needed or that we
will be able to obtain any financing on terms acceptable to us and
whether we will become profitable and generate positive operating
cash flow. If we are unable to raise sufficient additional funds,
we will have to develop and implement a plan to further extend
payables, attempt to extend note repayments, and reduce overhead
until sufficient additional capital is raised to support further
operations. There can be no assurance that such a plan will be
successful."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001694617/000118518523001170/royaleinc20230930_10q.htm
About Royale
El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is
an independent exploration and production company based in San
Diego, California, focused on the acquisition, development, and
marketing of oil and natural gas. The Company has its primary
operations in California's Los Angeles Basin and Texas's Permian
Basin.
Royale Energy reported a net loss of $145,594 for the year ended
Dec. 31, 2022, compared to a net loss of $3.60 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $11.78
million in total assets, $21.30 million in total liabilities,
$23.61 million in mezzanine equity, and a total stockholders'
deficit of $33.14 million.
Ridgeland, Mississippi-based HORNE LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
May 19, 2023, citing that the Company has suffered recurring losses
from operations and its total liabilities exceed its total assets.
This raises substantial doubt about the Company's ability to
continue as a going concern.
SAFE ELECTRIC: Amends Ally Bank Secured Claims Pay Details
----------------------------------------------------------
Safe Electric, LLC, submitted a Final Subchapter V Plan of
Reorganization dated November 6, 2023.
The Debtor commenced the instant Chapter 11 case and elected to
proceed with its reorganization effort under Subchapter V in order
to preserve its business for the benefit of its creditors and
estate, and in order to dispute claims in a single forum.
Class 2 consists of the Allowed Secured Claim of Ally Bank c/o AIS
Portfolio Services, LLC. The Class 2 Claim is secured by a first
priority lien on a 2017 Chevrolet Express Passenger Van 2500 LT
6.0L V8 VIN: 1GAWGFFG7H1126139 (the "Class 2 Collateral"). In full
satisfaction of its Allowed Class 2 Claim, on the Effective Date,
Ally Bank shall receive the Class 2 Collateral as the indubitable
equivalent of its Class 2 Claim. Ally Bank's recovery of the Class
2 Collateral on account of its Class 2 Claim shall be scheduled (if
necessary) with the Reorganized Debtor to take place at a mutually
agreeable time at Ally Bank's cost.
Upon recovery of the Class 2 Collateral, Ally Bank shall be
entitled to market such collateral for sale subject to proper
notice to the Debtor in accordance with applicable law. To the
extent the proceeds from the sale or other disposition of the Class
2 Collateral is insufficient to satisfy Ally Bank's Class 2 Claim
in full, Ally Bank shall be entitled to a Class 6 allowed general
unsecured claim for such deficiency, if any. Class 2 is Impaired.
Class 3 consists of the Allowed Secured Claim of Ally Bank c/o AIS
Portfolio Services, LLC. The Class 3 Claim is secured by a first
priority lien on a 2018 Chevrolet Express Extended Passenger Van
3500 LT 4.3L V6 VIN: 1GAZGPFP4J1193189 (the "Class 3 Collateral").
In full satisfaction of its Allowed Class 3 Claim, on the Effective
Date, Ally Bank shall receive the Class 3 Collateral as the
indubitable equivalent of its Class 3 Claim. Ally Bank's recovery
of the Class 3 Collateral on account of its Class 3 Claim shall be
scheduled (if necessary) with the Reorganized Debtor to take place
at a mutually agreeable time at Ally Bank's cost.
Upon recovery of the Class 3 Collateral, Ally Bank shall be
entitled to market such collateral for sale subject to proper
notice to the Debtor in accordance with applicable law. To the
extent the proceeds from the sale or other disposition of the Class
3 Collateral is insufficient to satisfy Ally Bank's Class 3 Claim
in full, Ally Bank shall be entitled to a Class 6 allowed general
unsecured claim for such deficiency, if any. Class 3 is Impaired.
Like in the prior iteration of the Plan, Holders of Class 6 Allowed
General Unsecured Claims hall receive a pro rata share of
Distributions paid pursuant to the following payment schedule:
* Payment #1: $5,000 of the Effective Date of the Plan;
* Payment #2: $5,000 on the last day of the 6th month
following the Effective Date;
* Payment #3: $10,000 on the last day of the 12th month
following the Effective Date;
* Payment #4: $10,000 on the last day of the 24th month
following the Effective Date;
* Payment #5: $10,000 on the last day of the 36th month
following the Effective Date.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated the Debtor's postconfirmation
business will mainly involve continued operation of its electrical
contracting business, the income from which will be committed to
make the Plan Payments.
A full-text copy of the Final Subchapter V Plan dated November 6,
2023 is available at https://urlcurt.com/u?l=h7P0AM from
PacerMonitor.com at no charge.
Counsel for Debtor:
Daniel A. Velasquez, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About Safe Electric
Safe Electric, LLC, is an electrical contractor serving commercial
and residential clients.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02185) on June 2,
2023. In the petition signed by Jesus A. Castro, sole managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, is
the Debtor's legal counsel.
SIENTRA INC: Incurs $14.8 Million Net Loss in Third Quarter
-----------------------------------------------------------
Sientra, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $14.77
million on $19.54 million of net sales for the three months ended
Sept. 30, 2023, compared to a net loss of $14.98 million on $22.57
million of net sales for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $37.14 million on $65.23 million of net sales compared
to a net loss of $51.33 million on $65.48 million of net sales for
the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $139.93 million in total
assets, $171.98 million in total liabilities, and a total
stockholders' deficit of $32.04 million.
Recurring Operating Losses
Sientra said, "Since the Company's inception, it has incurred
recurring losses and cash outflows from operations and the Company
anticipates that losses will continue in the near term. During the
nine months ended September 30, 2023, the Company incurred net
losses of $37.1 million and used $10.2 million of cash in operating
activities. As of September 30, 2023, the Company had cash and
cash equivalents of $15.0 million. As a result of these
conditions, substantial doubt exists about our ability to continue
as a going concern for a period of at least one year from the date
of issuance of these unaudited condensed consolidated financial
statements. The unaudited condensed consolidated financial
statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern.
"To alleviate these conditions, management is currently evaluating
various cost-saving measures to reduce operating expenses and cash
outflows. However, the Company will need to generate a significant
increase in net sales to further improve profitability and cash
inflows, which is dependent upon continued growth in our Plastic
Surgery segment and the launch of new products and partnerships.
Additionally, we are evaluating various funding alternatives to
improve liquidity and may seek to raise additional equity or debt
capital, refinance our debt obligations or obtain waivers, and/or
scale back or freeze our organic growth plans to manage our
liquidity and capital resources. As the Company seeks additional
sources of financing, there can be no assurance that such financing
would be available to the Company on favorable terms or at all.
The Company's ability to obtain additional financing in the equity
capital markets is subject to several factors, including market and
economic conditions, the Company's performance and investor
sentiment with respect to the Company and its industry."
Management Commentary
Ron Menezes, Sientra's president and chief executive officer, said,
"As reported in our October 30 pre-release, Q3 revenues were
negatively impacted by more pronounced seasonality resulting in
softer procedural volumes as compared to prior periods. We remain
enthusiastic on the potential of our portfolio, which we believe is
unmatched in the industry. With the early controlled launches of
Viality and Simpliderm starting to take effect, and the upcoming
launch of Allox2 PRO, which is the first and only dual port,
MRI-compatible tissue expander, we believe 2024 will be an
inflection point for the Company, driven by both top-line growth
and profitability."
"We are extremely excited about the interim 12-month clinical data
on our Viality long-term retention study presented at Plastic
Surgery: The Meeting" commented Dr. Denise Dajles, Sientra's chief
technology officer. "This first-of-its-kind study, has
demonstrated unparalleled fat retention of over 80% at the 3-, 6-
and now 12-month time points. This retention rate is also
consistent across cohorts, showing predictable, high retention
rates for augmentation and reconstruction patients, including
patients using fat with implants or just fat alone. This is highly
significant, as it represents the first truly minimally invasive
option for patients who want to add volume without an implant,
providing an important new tool for plastic surgeons in their
patient care."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1551693/000095017023063081/sien-20230930.htm
About Sientra
Headquartered in Irvine, California, Sientra, Inc. --
www.sientra.com -- is a surgical aesthetics company focused on
empowering people to change their lives through increased
self-confidence and self-respect. Backed by clinical and safety
data, Sientra's platform of products includes a comprehensive
portfolio of round and shaped breast implants, the first
fifth-generation breast implants approved by the FDA for sale in
the United States, the ground-breaking AlloX2 breast tissue
expander with patented dual-port and integral drain technology, the
next-generation AlloX2Pro, the first and only FDA-cleared
MRI-compatible tissue expander, the Viality with AuraClens enhanced
viability fat transfer system, the SimpliDerm Human Acellular
Dermal Matrix, and BIOCORNEUM.
Los Angeles, California-based KPMG LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company's recurring losses from
operations, insufficient cash flows generated from operations, and
need to obtain additional capital raise substantial doubt about its
ability to continue as a going concern.
SIRIUS XM: Moody's Affirms 'Ba3' CFR on Liberty Media Transaction
-----------------------------------------------------------------
Moody's Investors Service affirmed Sirius XM Radio Inc.'s Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating, and
Ba3 senior unsecured notes rating. The outlook is stable. The
speculative grade liquidity (SGL) rating remains SGL-1 due to
Sirius XM's very good liquidity position.
The affirmation of Sirius XM's ratings and stable outlook reflects
that the proposed transaction by Liberty Media Corporation
(Liberty) will increase debt by approximately $2 billion and raise
pro forma leverage to the 4.6x range as of Q3 2023. However,
Moody's expects that Sirius XM's leverage will decline to the 4x
range in 2025 from a combination of modest EBITDA growth and debt
reduction. Governance is a key driver of the rating action as a
change in the ownership structure will likely lead to more balanced
financial policies between debt and equity holders and reduce the
likelihood of additional debt funded shareholder returns.
Liberty has proposed a combination of the Liberty SiriusXM tracking
stock group with Sirius XM Holdings Inc. (Sirius Holdings) to form
a new consolidated public company called New SiriusXM. As part of
the transaction, Liberty would separate Liberty SiriusXM through a
redemptive split-off to a newly formed subsidiary of Liberty that
would own all the assets and liabilities attributed to Liberty
SiriusXM. The new subsidiary will then be combined with Sirius
Holding to form New SiriusXM. As part of the transaction, Sirius
Holding would also make an equity distribution of about $350
million. The proposal is currently being evaluated by the special
committee of the Board of Directors of Sirius Holdings. There would
be no change to the operations of SiriusXM as a result of the
transaction.
RATINGS RATIONALE
Sirius XM's Ba3 CFR reflects relatively moderate leverage even if
the transaction is completed, adjusted EBITDA margins in the 30%
range and strong operating cash flow of almost $2 billion during
LTM Q3 2023. The sizable self-pay in-vehicle satellite radio
subscriber base, unique mix of content and curated channels, and
increasing penetration in the used car segment provide stability to
operating performance. The satellite radio, music streaming and
podcasting assets combine to provide the largest addressable
audience across all digital audio categories in North America
giving Sirius XM more ways to monetize assets across listeners,
advertisers, publishers and creators.
The credit profile is constrained by Sirius XM's aggressive
financial policy including significant stock buybacks and dividend
payments. If the proposal from Liberty is approved, Moody's expects
a greater share of operating cash flow will be used to reduce debt
and leverage and that Sirius XM may pursue a more moderate
financial policy. Sirius XM also has a mature growth profile and
faces competition from a wide variety of other music services that
will continue to weigh on operating performance. Significant
investments on new satellites and on updated platforms within the
car and on streaming services will reduce free cash flow (FCF) in
the next several years, but the investments in service offerings
will help support moderate growth in 2024.
Sirius XM's SGL-1 rating reflects the company's very good liquidity
provided by its $1.75 billion senior secured revolver ($135 million
drawn at Q3 2023) maturing August 31, 2026 and consistently solid
FCF generation every quarter (FCF of $913 million or 9% of adjusted
debt for LTM Q3 2023). Taking into consideration higher capex (for
construction of the new satellites and investments in service
offering) and higher quarterly dividend (recently increased by
10%), Moody's expect FCF (defined as CFO less capex less dividends)
to decline modestly from existing levels (before the impact of the
approximately $350 million one-time dividend that will be included
as part of the Liberty offer). Capex will be in the $700 million
range in 2023 ($300 million on new satellites and $400 million on
non-satellite capex) and Moody's expects capex will remain in this
range in 2024, but decline in following years as planned satellite
investments are completed. Sirius XM's cash balances totaled
approximately $57 million as of Q3 2023. Sirius spent $322 million
on stock buybacks during LTM Q3 2023, but repurchase activity is
likely to decrease if the Liberty proposal is approved and a
greater share of operating cash flow used for debt repayment.
The nearest sizable debt maturity is in April 2024 when the $500
million incremental term loan matures. The revolver has a 5x total
leverage covenant (as defined in the bank credit agreement) and
Moody's expects that the company will remain well within compliance
with the covenant.
The stable outlook reflects Moody's view that Sirius XM's
subscriber-based business model and operating profitability will
continue to remain resilient through 2024 and generate solid FCF
despite elevated capex levels through 2024. In the event that the
Liberty proposal is approved, pro forma leverage will increase to
approximately 4.6x as of Q3 2023, before decreasing to 4x in 2025.
The decline in leverage will be driven from a combination of EBITDA
growth in the low single digits and debt repayment. Sirius's
investments in upgrading the company's in car and streaming
services will weigh on FCF, but support subscriber and EBITDA
growth going forward.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade could occur if Sirius XM's leverage was sustained below
3.5x (as calculated by Moody's) with a FCF to debt ratio above 12%
even during periods of satellite construction. Organic revenue
growth would also need to be positive with a strong liquidity
position. The company would need to maintain a more conservative
financial policy with dividends and stock buybacks funded entirely
from internally generated cash flow.
A downgrade could occur if Sirius XM's leverage was sustained above
4.5x (Moody's adjusted) or FCF generation falls as a result of
subscriber losses due to a weak economy, customer migration to
competing media services or functional problems with satellite
operations. Elevated organic revenue declines or a weakening of its
liquidity position could also lead to negative rating pressure.
Headquartered in New York, NY, Sirius XM Radio Inc. (SiriusXM), is
a wholly-owned operating subsidiary of Sirius XM Holdings Inc.,
which provides satellite radio services in the US and Canada
through a fleet of five owned and active satellites. With about 34
million subscribers as of September 30, 2023 (excludes Sirius XM
Canada subscribers), the company creates and broadcasts
commercial-free music; premier sports talk and live events; comedy;
news; exclusive talk and entertainment; and sports and talk
programming. The wholly-owned Pandora Media, LLC (Pandora)
subsidiary operates an ad-supported and subscription music
discovery platform that allows users to create personalized
stations and playlists, as well as search and play songs on-demand.
Pandora has 6.1 million subscribers and 46.5 million MAUs. Sirius
XM holds a 70% equity interest and 33% voting interest in Sirius XM
Canada (roughly 2.7 million subscribers). Sirius XM is publicly
traded and a controlled company of Liberty Media Corporation.
Revenue totaled approximately $8.9 billion for the LTM period ended
September 30, 2023.
The principal methodology used in these ratings was Media published
in June 2021.
SONOMA PHARMACEUTICALS: Incurs $1.5 Million Net Loss in 2nd Quarter
-------------------------------------------------------------------
Sonoma Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.48 million on $2.73 million of revenues for the three months
ended Sept. 30, 2023, compared to a net loss of $1.02 million on
$3.33 million of revenues for the three months ended Sept. 30,
2022.
For the six months ended Sept. 30, 2023, the Company reported a net
loss of $2.90 million on $6.16 million of revenues compared to a
net loss of $1.90 million on $7.31 million of revenues for the six
months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $13.63 million in total
assets, $7.96 million in total liabilities, and $5.67 million in
total stockholders' equity.
At Sept. 30, 2023 and March 31, 2023, the Company's accumulated
deficit amounted to $192,416,000 and $189,514,000, respectively.
The Company had working capital of $8,277,000 and $10,081,000 as of
Sept. 30, 2023 and March 31, 2023, respectively. The cash balance
at Sept. 30, 2023 and March 31, 2023 was $2,137,000 and $3,820,000,
respectively. During the six months ended Sept. 30, 2023 and 2022,
net cash used in operating activities amounted to $1,446,000 and
$3,363,000, respectively.
Sonoma said, "Management believes that the Company has access to
additional capital resources through possible public or private
equity offerings, debt financings, corporate collaborations or
other means; however, the Company cannot provide any assurance that
other new financings will be available on commercially acceptable
terms, if needed. If the economic climate in the U.S.
deteriorates, the Company's ability to raise additional capital
could be negatively impacted. If the Company is unable to secure
additional capital, it may be required to take additional measures
to reduce costs in order to conserve its cash in amounts sufficient
to sustain operations and meet its obligations. These measures
could cause significant delays in the Company's continued efforts
to commercialize its products, which is critical to the realization
of its business plan and the future operations of the Company.
These matters raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying condensed
consolidated financial statements do not include any adjustments
that may be necessary should the Company be unable to continue as a
going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1367083/000168316823007982/sonoma_i10q-093023.htm
About Sonoma Pharmaceuticals
Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) --
http://www.sonomapharma.com-- is a global healthcare company
developing and producing stabilized hypochlorous acid, or HOCl,
products for a wide range of applications, including wound care,
eye care, oral care, dermatological conditions, podiatry, animal
health care and non-toxic disinfectants. The Company's products
reduce infections, itch, pain, scarring, and harmful inflammatory
responses in a safe and effective manner. In-vitro and clinical
studies of HOCl show it to have impressive antipruritic,
antimicrobial, antiviral, and anti-inflammatory properties. The
Company's stabilized HOCl immediately relieves itch and pain, kills
pathogens and breaks down biofilm, does not sting or irritate the
skin, and oxygenates the cells in the area treated, assisting the
body in its natural healing process. The Company sells its
products either directly or via partners in 55 countries
worldwide.
Sonoma Pharmaceuticals reported a net loss of $5.15 million for the
year ended March 31, 2023, compared to a net loss of $5.08 million
for the year ended March 31, 2022. As of March 31, 2023, the
Company had $16.23 million in total assets, $8.25 million in total
liabilities, and $7.98 million in total stockholders' equity.
Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated June 21, 2023, citing that the Company has incurred
significant losses and negative operating cash flows and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
SOUTHERN BELL: Gets OK to Hire Turner Legal Group LLC as Counsel
----------------------------------------------------------------
Southern Bell Heartland, LLC received approval from the U.S.
Bankruptcy Court for the District of Nebraska to employ Turner
Legal Group, LLC.
The Debtor requires legal counsel to:
(a) advise the Debtor with respect to its powers and duties in
the continued management and operation of its businesses and
properties;
(b) attend meetings and negotiate with creditors and other
parties in interest;
(c) take all necessary action to protect and preserve the
Debtor's assets;
(d) prepare legal papers;
(e) take any necessary action on behalf of the Debtor to
obtain approval of a disclosure statement and confirmation of a
plan of reorganization on behalf of the Debtor;
(f) represent the Debtor in connection with any potential
post-petition financing;
(g) appear before this court, appellate courts, and any other
courts to protect the interests of the Debtor and its estate; and
(h) perform any and all other necessary legal services in
connection with the Debtor's cases and reorganization.
Prior to the petition date, Turner Legal requested a retainer in
the amount of $13,738.
The firm will be paid at its hourly rate of $305, plus
reimbursement for expenses incurred.
Patrick Turner, Esq. an attorney at Turner Legal Group, 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:
Patrick R. Turner, Esq.
Turner Legal Group, LLC
14707 California Street, #1
Omaha, NE 68154
Telephone: (402) 690-3675
Email: pturner@turnerlegalomaha.com
About Southern Bell Heartland
Southern Bell Heartland, LLC, a company in Hastings, Neb., filed
Chapter 11 petition (Bankr. D. Neb. Case No. 23-40990) on Oct. 17,
2023, with up to $10 million in both assets and liabilities. Tracy
Bell, member and owner, signed the petition.
Judge Brian S. Kruse oversees the cases.
Patrick R. Turner, Esq., at Turner Legal Group, LLC serves as the
Debtor's bankruptcy counsel.
SOUTHERN BELL: Gets OK to Tap Nebraska Realty as Real Estate Agent
------------------------------------------------------------------
Southern Bell Heartland, LLC received approval from the U.S.
Bankruptcy Court for the District of Nebraska to employ Nebraska
Realty to assist in the sale of its assets.
The firm will receive a fee equal to 5 percent of the purchase
price of the Debtor's assets.
Gretchen Esch, a real estate agent at Nebraska Realty, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gretchen Esch
Nebraska Realty
Ropes & Gray LLP
17117 Burt Street
Omaha, NE 68118
Telephone: (402) 469-3341
Email: GEsch@NebraskaRealty.com
About Southern Bell Heartland
Southern Bell Heartland, LLC, a company in Hastings, Neb., filed
Chapter 11 petition (Bankr. D. Neb. Case No. 23-40990) on Oct. 17,
2023, with up to $10 million in both assets and liabilities. Tracy
Bell, member and owner, signed the petition.
Judge Brian S. Kruse oversees the cases.
Patrick R. Turner, Esq., at Turner Legal Group, LLC serves as the
Debtor's bankruptcy counsel.
SOUTHERN LAND: Hires Lefkovitz & Lefkovitz PLLC as Counsel
----------------------------------------------------------
Southern Land Acquisitions, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
Lefkovitz & Lefkovitz, PLLC as 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 firm will be paid at these rates:
Steven L. Lefkovitz $600 per hour
Jay R. Lefkovitz $450 per hour
Michelle R. Lefkovitz $450 per hour
Associate Attorneys $350 per hour
Paralegals $125 per hour
The firm received a retainer of $12,500, plus filing fee of
$1,738.
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
Tel: (615) 256-8300
Fax: (615) 255-4516
Email: slefkovitz@lefkovitz.com
About Southern Land Acquisitions, LLC
Southern Land Acquisitions, LLC in Franklin, TN, filed its
voluntary petition for Chapter 11 protection (Bankr. M.D. Ten. Case
No. 23-04017) on November 1, 2023, listing $4,650,425 in assets and
$440,119 in liabilities. Chris Cruzen as chief manager, signed the
petition.
LEFKOVITZ & LEFKOVITZ serve as the Debtor's legal counsel.
STERICYCLE INC: Fitch Alters Outlook on BB LongTerm IDR to Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed Stericycle, Inc's (SRCL) Long-Term (LT)
Issuer Default Rating (IDR) at 'BB' and has revised the Rating
Outlook to Positive from Stable. Fitch has also affirmed the senior
unsecured notes at 'BB'/'RR4'.
The Positive Outlook reflects SRCL's recent actions to alleviate
historical operational challenges and the expectation that recent
operational initiatives will result in improving margins and cash
flows, as well as support revenue growth opportunities.
Key considerations that moderate operational challenges include the
implementation of the enterprise resource planning (ERP) system
across most of the business with little disruption, divestiture of
weaker and more variable operations, and attaining leverage
targets. SRCL's financial structure with EBITDAR leverage in the
low-3.0x range is relatively strong for the 'BB' rating level.
Fitch could upgrade the ratings in the next 12-24 months if SRCL
continues to make progress on its 2027 operating improvement plan
that leads to EBITDA margins approaching 20% and FCF of $200
million.
KEY RATING DRIVERS
Rating Considerations: The ratings on SRCL incorporate the
company's leading market position and fundamentally stable demand
profile associated with its waste streams and contracted revenue
base. The ratings also incorporate the limited visibility to FCF
generation given SRCL's history with negative cash impacts
associated with challenges managing various underperforming
businesses, legal challenges and operational improvement plans,
such as the implementation of its company-wide ERP system. These
risks to SRCL's operational and cash flow profile outweigh the
improvement to its leverage profile; however, Fitch believes SRCL's
operating improvement plan, if executed, could lead to structurally
improved margin and cash flow profiles.
Positive FCF, Growth-Linked Deployment: In 2023, Fitch projects FCF
of about $140 million and that some success in operating cost-out
actions, lower one-time costs (namely legal and transformation
related) and modest organic growth will lead to FCF rising to
around $200 million by 2025. Fitch believes execution on SRCL's
initiatives will lead to a more durable FCF profile that is
supportive of a growth-oriented capital allocation plan, which
Fitch believes will be the next phase to drive shareholder value.
Fitch believes M&A within its core business will be attractive
given the highly fragmented nature of the medical waste market.
Shareholder returns are not anticipated to be a priority in the
medium term, particularly while the company executes on its 2027
operating improvement plan.
Fitch's forecast is relatively cautious compared with SRCL's 2027
plan of 3%-5% organic growth, 13%-17% adjusted EBITDA growth, and
50%-60% EBITDA to FCF conversion due to the inherent execution
risks and limited quantification of cost actions. Key operating
initiatives include workforce productivity and optimization,
network and fleet improvements and various quality of revenue
strategies.
Debt Repayment Supports Low-3.0x Leverage: Fitch forecasts EBITDAR
leverage of 3.2x in 2023, a modest improvement from 3.4x in 2022,
and generally consistent with the company's net leverage target,
owing to cash flow and divestiture funded debt repayment, despite a
small decline in operating profit. Fitch currently assumes SRCL
will generally manage capital allocation to remain around this
level over the medium to long term. EBITDAR leverage in the
low-3.0x is relatively strong for the current 'BB' rating; however,
SRCL's credit profile remains constrained by its operational,
margin, and FCF track record.
Waste Streams and Contracts Support Stability: Numerous
divestitures the last couple years including the environmental
solutions and recall businesses are expected to improve the
stability of SRCL. Fundamentally, Fitch believes that the medical
waste business has low sensitivity to business cycles. Similarly,
SID should be fairly stable though less so than medical waste.
Further, the company has taken pricing actions such as the recycled
paper surcharge and more recently the service cost recovery fee
that are aimed at mitigating volatility of sorted office paper
prices and inflationary pressures. Stability is also supported by
lengthy contract durations of around three to five years for the
majority of its customers.
Pricing Risk Despite Market Leadership: SRCL's competitive position
is supported by its broad network of complementary services,
regulatory know-how and established reputation. These features
support customer stickiness and, in turn, earnings stability.
However, despite its leading position, competition is often local,
where small competitors may compete on price. Fitch will look for
SRCL to continue to generate organic revenue growth through a mix
of pricing and volume. In its past, SRCL has faced challenges with
pricing practices that led to a period of elevated discounting that
largely lasted into 2019.
DERIVATION SUMMARY
Fitch compares SRCL with other transportation sector peers such as
The Brink's Company (BB+/Negative), XPO, Inc. (BB+/Stable) and
Forward Air Corporation (BB-/Stable), as well as the three large
municipal solid waste operators (MSW), Waste Management, Inc.
(A-/Stable), Republic Services, Inc. (A-/Stable), and Waste
Connections, Inc. (A-/Stable).
Similar to Brink's and the large MSW companies, SRCL benefits from
fundamental stability in end market demand and multi-year contracts
for a high proportion of its services. However, large MSW firms
benefit from relatively stronger competitive barriers, supporting
pricing strength, and diverse end markets with low customer
concentration, creating a notably stronger business profile. Both
SRCL and Brink's are large players in their respective markets and
lean on reputations for proper handling and their scaled transport
networks. Comparably, XPO and Forward Air demonstrate higher
cyclicality given their ties to the freight market and have good
market positions though they compete against a number of large and
established operators.
SRCL, XPO and Forward Air are in the process of working through
transformational changes either through growth and profit programs
or expecting to work through large M&A and as a result execution is
a key consideration. Fitch expects XPO's EBITDAR leverage to range
in the mid-2.0x to 3.0x over the medium term while Forward moves
toward the mid-3.0x range in 2024, down from the high 4.0x range on
a projected PF2023 basis. Fitch expects SRCL's EBITDAR leverage to
be around 3.0x going forward, which is lower than Brink's that was
pushed to 4.0x through debt-funded M&A and share repurchase
actions. CFO-capex/debt levels are fairly similar across this peer
group in the high-single digit to low-double digit range over the
medium term. The MSW firms are expected to continue to operate with
consistent financial strategies supporting EBITDA leverage in
2.5x-3.0x range.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer:
- Organic revenue growth in the low-single digits in 2023 partly
moderated by declines in SOP prices. Organic growth remains in the
2%-3% range over the medium term;
- EBITDA margin is modestly lower in 2023, primarily due to SOP
prices. Fitch assumes margins improve toward the high-teens over
the medium term, largely driven by cost-out actions, though Fitch's
estimates are well below SRCL's long-term plan;
- One-time transformation and legal-related costs continue to
moderate through the forecast;
- Capex remains near current levels;
- FCF deployment shifts away from debt repayment after 2023 but
retains financial flexibility, potentially pursuing tuck-in M&A and
flexible shareholder returns. Dividends are not assumed;
- SRCL remains dedicated to managing net leverage to its target of
3.0x or potentially mildly below.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Execution on operational initiatives lead to EBITDA margin
approaching 20% and FCF sustained in excess of $200 million;
- A credit conscious capital allocation plan that retains financial
flexibility;
- Commitment to a financial policy that sustains EBITDAR and EBITDA
leverage below 4.0x.
Fitch could stabilize the Outlook if SRCL is unable to progress
towards margin and FCF improvement targets.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Execution or operating challenges arise leading to EBITDA margins
sustained below the mid-teens and/or FCF margin sustained in the
low-single digits or below;
- A change to a more aggressive capital deployment policy that
restricts cash flow;
- Beyond the near term, continued margin pressures or a less
conservative financial policy that leads to maintaining EBITDAR and
EBITDA leverage above 4.5x.
LIQUIDITY AND DEBT STRUCTURE
As of Sept. 30, 2023, SRCL's liquidity was approximately $1.1
billion and consisted of $30 million of cash and $1.1 billion of
availability under its $1.2 billion revolving credit facility,
after considering borrowings and letters of credit. The $600
million of senior unsecured notes due 2024 mature first. Fitch
expects the debt to be refinanced.
Fitch treats reported lease liabilities as debt, reflecting the
high proportion of leased assets utilized in SRCL's service
network.
ISSUER PROFILE
Stericycle is a leading provider of regulated medical waste and
document shredding services. It operates a network of collection,
processing and recycling assets across the U.S. and certain
international regions. It primarily services medical and commercial
end markets.
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
----------- ------ -------- -----
Stericycle, Inc. LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed RR4 BB
TANNER CONSTRUCTION: Unsecureds to Get 3.21 Cents on Dollar in Plan
-------------------------------------------------------------------
Tanner Construction Group, LLC, submitted a Second Amended Plan of
Reorganization under Subchapter V dated November 7, 2023.
This Plan proposes to pay creditors of the Debtor from future
income. The term of the Plan is 36 months.
Allowed claims of non-priority unsecured creditors in Class 6 will
receive distributions which the proponent of the Plan has valued at
approximately 3.21 cents on the dollar. The Plan also provides for
the payment of administrative claims.
Class 6 consists of Unsecured Creditors. The Debtor's total
unsecured debt is approximately $1,679,422. The Debtor will pay a
total of $54,000, with no interest, to all timely filed, allowed
unsecured claims on a pro rata basis over 36 months. For
administrative convenience, this amount will be paid quarterly,
with payments of $4,500 each, starting on the first day of the
month which is three months following the Effective Date of the
Plan. There will be a 10-day grace period as to each such
payment.
Class 7 consists of the claim of Donald Anthony Schnapp and Lisa
Ann Moore-Schnapp and Billy Elixson. Both the Schnapps and Mr.
Elixson hold claims related to construction contracts. Significant
expense would be incurred in litigating these claims and the
outcome of litigation is always uncertain. For these reasons, the
Debtor believes that it is in the best interest of the bankruptcy
estate to provide for an additional payment to these creditors. The
Debtor has filed a motion to compromise and settle the claim held
by the Schnapps and the Debtor will file a similar motion as to the
claim of Billy Elixson.
* Donald Anthony Schnapp and Lisa Ann Moore-Schnapp filed
unsecured claim no. 24 in the amount of $165,249.00 (the "Claim").
Of this amount, $139,642.00 will be treated along with all other
unsecured claims in Class 6. The balance of the claim, $25,607.00,
will be paid to the Schnapps over a period of sixty months with no
interest, in sixty equal monthly installments of $427.00.
* Billy Elixson claims to be owed $61,260.00. Of this amount,
$36,260.00 will be treated along with all other unsecured claims in
Class 6. The balance of the claim, $25,000.00, will be paid to the
Billy Elixson over a period of sixty months with no interest, in
sixty equal monthly installments of $427.00.
The first payment to each of the creditors will be due thirty days
following the Effective Date of the Plan. There will be a ten-day
grace period as to each such payment.
The Debtor intends to make Plan payments from future income. Should
the Debtor be unable to make the required payments from future
income, the Debtor will take appropriate action to fund the
required amount. This could include a proposed modification of the
confirmed plan or liquidation of assets.
A full-text copy of the Second Amended Plan dated November 7, 2023
is available at https://urlcurt.com/u?l=GlAdhs from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Lisa C. Cohen, Esq.
Ruff & Cohen, P.A.
4010 W Newberry Rd Ste G
Gainesville, FL 32607-2368
Tel: (904) 720-0070
Email: lisacohen@bellsouth.net
About Tanner Construction Group
Tanner Construction Group, LLC, performs construction work on
residential and commercial jobs, including new residential
construction, renovations, structural repairs, additions and
electrical contracting.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-10112) on June 16,
2023. In the petition signed by Christopher M. Tanner, managing
member, the Debtor disclosed $510,198 in assets and $1,859,277 in
liabilities.
Judge Karen K. Specie oversees the case.
Lisa C. Cohen, Esq., at Ruff & Cohen, P.A., is the Debtor's legal
counsel.
TEGNA INC: Has $325MM Share Repurchase Deal with JPMorgan
---------------------------------------------------------
TEGNA Inc. has entered into an accelerated share repurchase
agreement with JPMorgan Chase Bank, National Association, on Nov.
9, 2023.
Under the terms of the ASR, TEGNA will repurchase $325 million in
TEGNA common shares from JPMorgan, with an initial delivery of
approximately 17.3 million shares on November 13, 2023. The final
number of shares to be repurchased will be based on the average
daily volume-weighted average price of TEGNA shares during the term
of the ASR, less a discount and subject to customary adjustments
pursuant to the terms of the ASR. The final settlement of the ASR
is expected to be completed by the end of the first quarter of
2024, subject to acceleration at JPMorgan's discretion.
TEGNA completed its initial $300 million ASR program on August 31,
2023, earlier than anticipated. Following the completion of the
initial ASR and before entering TEGNA's third quarter blackout
period on September 16, the Company opportunistically repurchased
an incremental $28 million of shares taking advantage of attractive
market pricing. The repurchases were made under TEGNA's existing
share repurchase program approved by the Board of Directors in
December 2020.
The initial $300 million ASR program reduced the Company's
outstanding shares by approximately 18 million, including final
settlement of approximately 3 million shares.
In May 2023, TEGNA terminated its merger agreement with hedge fund
Standard General after several regulatory hurdles. Tegna last year
agreed to be taken private by Standard General in a deal valued at
$8.6 billion, including debt. At the time, the acquisition was
expected to close in the second half of 2022.
Since the termination of the merger agreement, TEGNA has committed
this year to nearly $800 million in share repurchases with
approximately 45-50 million1 shares that will be retired by end of
March 2024, which is more than twenty percent of shares outstanding
prior to these actions. As of September 30, 2023, TEGNA had retired
a total of 28.7 million shares.
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.
TEHUM CARE: Convenience Claims to Get Full Payment
--------------------------------------------------
Tehum Care Services, Inc., and the Official Committee of Unsecured
Creditors of Tehum Care Services, Inc., filed a Joint First Amended
Chapter 11 Plan.
Under the Plan, Class 3 consists of Convenience Claims. On the
first Business Day that is 30 days following the Effective Date,
each Holder of a Convenience Claim shall receive payment in full in
Cash. Class 3 is Impaired under the Plan. "Convenience Claim"
means any General Unsecured Claim that is filed in an amount of
$5,000 or less.
Class 4 — Non-Personal Injury Claims is impaired under Plan.
Subject to first seeking a recovery from any applicable insurance
or other third parties pursuant to Article VI.G, on the Effective
Date (or as soon as reasonably practicable thereafter) except to
the extent that a Holder of an Allowed Non-Personal Injury Claim
agrees to less favorable treatment, each Holder of an Allowed
Non-Personal Injury Claim shall receive, in full and final
satisfaction of such Claim, a beneficial interest in the
Liquidation Trust. Thereafter each such Holder shall receive Cash
distributions from the Liquidation Trust. Distributions from the
Liquidation Trust to Holders of Allowed Non-Personal Injury Claims
shall be on a Pro Rata basis with all other holders of Liquidation
Trust beneficial interests in accordance with the terms of the
Liquidation Trust Agreement. For the avoidance of doubt, only
Consenting Creditors will have the right to receive distributions
from the Settlement Payment and excess ERC Funds, if any. Each
Holder of an Allowed Non-Personal Injury Claim shall have the
option on the Ballot to elect for an Expedited Distribution. Any
Holder of a Non-Personal Injury Claim who elects for the Expedited
Distribution shall be deemed to have (a) voted to accept the Plan
and (b) consented and agreed to and not opted out of the releases
contained in Article IX.D. An election on the Ballot for an
Expedited Distribution shall be irrevocable, shall be conclusive
and controlling, and shall govern over any and all other markings
on the Ballot. An Expedited Distribution shall be paid by the
Liquidation Trustee or an insurer, as applicable, on the later of
(a) the Effective Date or (b) within 10 business days after such
General Unsecured Claim becomes an Allowed Claim by Final Order.
Class 5 - Personal Injury Claims are impaired under the Plan.
Subject to first seeking a recovery from any applicable insurance
or other third parties pursuant to Article VI.G, on the Effective
Date (or as soon as reasonably practicable thereafter) except to
the extent that a Holder of an Allowed Personal Injury Claim agrees
to less favorable treatment, each Holder of an Allowed Personal
Injury Claim shall receive, in full and final satisfaction of such
Claim, a beneficial interest in the Personal Injury Trust.
Thereafter, each such Holder shall receive Cash distributions from
the Personal Injury Trust. Distributions from the Personal Injury
Trust to Holders of Allowed Personal Injury Claims shall be paid to
holders of Personal Injury Trust beneficial interests in accordance
with the terms of the Personal Injury Trust Agreement. For the
avoidance of doubt, any treatment provided to one or more Holders
of Personal Injury Claims pursuant to the provisions of the
Confirmation Order approving the Insurance Settlement Motion shall
take precedence over the treatment provided in this Article
III.B.5. Each Holder of an Allowed Personal Injury Claim shall
have the option on the Ballot to elect for an Expedited
Distribution. Any Holder of a Personal Injury Claim who elects for
the Expedited Distribution shall be deemed to have (a) voted to
accept the Plan and (b) consented and agreed to and not opted out
of the releases contained in Article IX.D. An election on the
Ballot for an Expedited Distribution shall be irrevocable, shall be
conclusive and controlling, and shall govern over any and all other
markings on the Ballot. An Expedited Distribution shall be paid by
an insurer, or the Personal Injury Trustee, as applicable, within
sixty (60) days following the Effective Date.
Sources of consideration for Plan distributions shall be: (1) Cash
on hand; (2) the Settlement Payment; (3) the Debtor's insurance
policies; and (4) the Liquidation Trust Assets and the Personal
Injury Trust Assets, as applicable.
Counsel to the Debtor:
Jason S. Brookner, Esq.
Micheal W. Bishop, Esq.
Aaron M. Kaufman, Esq.
Lydia R. Webb, Esq.
Amber M. Carson, Esq.
GRAY REED
1300 Post Oak Boulevard, Suite 2000
Houston, Texas 77056
Telephone: (713) 986-7127
Facsimile: (713) 986-5966
Email: jbrookner@grayreed.com
mbishop@grayreed.com
akaufman@grayreed.com
lwebb@grayreed.com
acarson@grayreed.com
Counsel to the Official Committee of Unsecured Creditors:
Nicholas Zluticky, Esq.
Zachary Hemenway, Esq.
STINSON
1201 Walnut, Suite 2900
Kansas City, MO 64106
Telephone: (816) 842-8600
Facsimile: (816) 691-3495
Email: nicholas.zluticky@stinson.com
zachary.hemenway@stinson.com
A copy of the Amended Chapter 11 Plan dated October 27, 2023, is
available at https://tinyurl.ph/JRAuV from kccllc, the claims
agent.
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP, as special litigation counsel;
and Ankura Consulting Group, LLC, as financial advisor. Russell A.
Perry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC, is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Stinson, LLP and Dundon Advisers, LLC, serve as the committee's
legal counsel and financial advisor, respectively.
TWILIGHT HAVEN: No Resident Complaints, 1st PCO Report Says
-----------------------------------------------------------
Blanca Castro, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Eastern District of
California a report regarding the quality of patient care provided
by Twilight Haven, a California non-profit corporation.
During a visit on Oct. 25 by George Bagetakos, an ombudsman
representative, Mr. Bagetakos reported that there currently are no
indications of care issues or other concerns.
The ombudsman representative cited no complaints from the 30
residents who are currently living in Twilight Haven. This is most
likely because a large percentage of the core staff remained
employed at the Residential Care Facility for the Elderly (RCFE)
following the closure of the SNF.
During the same facility visit on Oct. 25, the facility appeared to
be clean, safe, sanitary, and in good condition overall. There were
no unpleasant odors during the walk through. The ombudsman met with
all the residents and checked in with them to find out how things
were going. There were no complaints. There has not been a decline
in service or quality of care of residents.
The PCO had a conversation with Operations Manager Kristine
Williams, where she shared that in addition to the 30 residents in
the RCFE, there are 60 residents living in the Independent Living
units on the property campus. Ms. Williams shared that she and the
staff are waiting for the sale of the property and looking forward
to being able to begin admitting new residents. As it currently
stands, all vendors and services are paid, and she said they have a
bridge loan from the bank to continue operating the facility.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=CMWiwY from PacerMonitor.com.
The ombudsman may be reached at:
Blanca E. Castro
2880 Gateway Oaks Drive, Suite 200
Sacramento, CA 95883
Telephone: (916) 928-2500
Email: blanca.castro@aging.ca.gov
About Twilight Haven
Twilight Haven, a California non-profit corporation, operates as a
non-profit corporation offering affordable independent senior
apartments, assisted living apartments as well as skilled nursing
services within its 10-acre campus.
Twilight Haven filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-11332) on June
22, 2023, with $12,592,133 in assets and $3,005,377 in liabilities.
Kristine Williams, chief executive officer, signed the petition.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley as
legal counsel.
Blanca Castro is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
ULTRA SEAL: Court Confirms Amended Plan
---------------------------------------
Judge Cecelia G. Morris has entered an order that the Amended
Chapter 11 Plan filed by Ultra Seal Corporation, on August 7, 2023,
is confirmed.
The Debtor pay to the United States Trustee the appropriate sum
required pursuant to 28 U.S.C. Sec. 1930(a)(6) on the Effective
Date of the Plan and continue to make timely payments to the U.S.
Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6) for all periods up to
the date the case is converted, dismissed, or closed by Court
Order, and the debtor shall provide an appropriate affidavit
indicating the cash disbursements for the relevant calendar
quarters until the case is converted, dismissed, or closed by Court
Order.
About Ultra Seal Corporation
Ultra Seal Corporation is a privately owned and operated contract
packager of pharmaceutical products, nutritional supplements and
personal care products located in the heart of New York's Hudson
Valley. Affiliate, Ultra-Tab Laboratories, Inc., is a bulk
manufacturer of those products. Both are regulated by the U.S. Food
and Drug Administration.
Ultra Seal and Ultra-Tab sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-35630) on
Oct. 6, 2022. At the time of the filing, Ultra Seal listed
$8,861,955 in assets and $5,757,027 in liabilities while Ultra-Tab
listed up to $10 million in both assets and liabilities.
Judge Cecelia G. Morris oversees the cases.
The Debtors tapped Michelle L. Trier, Esq., at Genova, Malin &
Trier, LLP as legal counsel; RBT CPAs, LLP as accountant; and
Timothy Stewart at T.S. Essential Consulting as consultant.
VECTOR ESCAPES: Unsecureds Will Get 5 Cents on Dollar in Plan
-------------------------------------------------------------
Vector Escapes, Inc., filed with the U.S. Bankruptcy Court for the
District of Nevada a Plan of Reorganization for Small Business
dated November 6, 2023.
The Debtor is a Nevada corporation and, doing business as
Immersium, operates an escape room in Reno, Nevada.
Debtor incurred significant debt a result of the COVID-19 Pandemic.
Debtor filed this case to allow it to restructure its debt
obligations with the goal of remaining in business.
Debtor will fund the Plan by contributing his "Disposable Income"
for a period of 60-months. The Plan Proponent's financial
projections show Debtor will have projected disposable income of
$900 per month. Debtor may also use cash on hand to fund payments.
The final Plan payment is expected to be paid on January 15, 2029.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations of Debtor's businesses.
Non-priority unsecured creditors holding allowed claims in Debtor's
case will receive distributions, which the proponent of this Plan
has valued at 5 cents on the dollar. This Plan also provides for
the payment of administrative and priority claims.
Class 3 consists of Non-priority General Unsecured Creditors. Each
holder of a Class 3 general unsecured non-priority Allowed Claim
shall receive their pro rata share of Debtor's Disposable Income,
after the payment in full of Administrative Claims, through the end
of the Plan Term (the "Class 3 Plan Dividend"). Any portion of a
Class 3 non-priority general unsecured claim in excess of the Class
3 Plan Dividend shall be discharged in accordance with Article 9 of
this Plan. The allowed unsecured claims total $683,803. This Class
is impaired.
Class 4 Equity security holders of Debtor shall retain their
interests in the Debtor, but shall receive no disbursement on
account of such equity interest during the Plan Term.
Debtor will use its Disposable Income during the Plan Term, cash on
hand, and profits from the operation of its business to fund the
Plan. Commencing on the Effective Date of this Plan, Debtor's
Disposable Income will be disbursed on a monthly basis and first
used to fund Debtor's required Plan payments to allowed
administrative expense claims and then Class 3 non-priority general
unsecured creditors.
A full-text copy of the Plan of Reorganization dated November 6,
2023 is available at https://urlcurt.com/u?l=vnrRyl from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Kevin A. Darby, Esq.
Darby Law Practice, Ltd.
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Telephone: (775) 322-1237
Email: kevin@darbylawpractice.com
About Vector Escapes
Vector Escapes, Inc. operates an escape room business in Reno,
Nevada. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-50553-hlb) on August 8,
2023. In the petition signed by Josh Morton, president, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Hilary L. Barnes oversees the case.
Kevin A. Darby, Esq., at Darby Law Practice, is the Debtor's legal
counsel.
VERDE BUILDING: Gets OK to Hire Michael Bowers as Accountant
------------------------------------------------------------
Verde Building Solutions, Inc. received approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ Michael Bowers, CPA, an accountant practicing in Gastonia,
N.C.
The Debtor needs an accountant to assist in matters related to the
Debtor's Chapter 11 case including insolvency analysis and Chapter
11 plan formulation.
The Debtor has agreed to pay $300 per hour for partner and $85 per
hour for bookkeepers.
Mr. Bowers disclosed in a court filing that he is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Michael T. Bowers, CPA
Middleswarth, Bowers & Co. LLP
219 Wilmot Dr.
Gastonia, NC 28054
Telephone: (704) 867-2394
Facsimile: (704) 867-5303
Email: mbowers@mbcpafirm.com
About Verde Building Solutions
Verde Building Solutions, Inc. is a full-service design,
construction and development firm specializing in multi-family,
residential and mixed-use projects. The company is based in
Charlotte, N.C.
Verde Building Solutions filed Chapter 11 petition (Bankr. W.D.N.C.
Case No. 23-30704) on Oct. 11, 2023, with up to $1 million in
assets and up to 10 million in liabilities. Ronald Staley Jr.,
president, signed the petition.
Judge Laura T. Beyer oversees the case.
The Debtor tapped John C. Woodman, Esq., at Essex Richards, PA as
legal counsel and Michael T. Bowers, CPA, as accountant.
VERDE BUILDING: Gets OK to Tap Essex Richards as Bankruptcy Counsel
-------------------------------------------------------------------
Verde Building Solutions, Inc. received approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ Essex Richards, PA.
The Debtor requires legal counsel to:
(a) give advice concerning the responsibilities of the Debtor
in this Chapter 11 case and the continued management of its
business;
(b) negotiate, prepare, and pursue confirmation of a Chapter
11 plan and approval of disclosure statement, and all related
reorganization agreements and/or documents;
(c) prepare all necessary motions, applications, reports,
orders, objections, and the like associated with prosecuting the
Chapter 11 case;
(d) prepare and appear in Bankruptcy Court to protect the
Debtor's best interests;
(e) perform all other legal services for the Debtor which may
become necessary in this Chapter 11 case; and
(f) prosecute and defend the Debtor in all adversary
proceedings related to the base case.
The hourly rates of the firm's counsel and staff are as follows:
John C. Woodman $400
David DiMatteo $300
Paralegal $135
Staff $65
In addition, the firm will seek reimbursement for expenses
incurred.
John Woodman, Esq., an attorney at Essex Richards, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John C. Woodman, Esq.
Essex Richards, PA
1701 South Blvd.
Charlotte, NC 28203
Telephone: (704) 377-4300
Facsimile: (704) 372-1357
Email: jwoodman@essexrichards.com
About Verde Building Solutions
Verde Building Solutions, Inc. is a full-service design,
construction and development firm specializing in multi-family,
residential and mixed-use projects. The company is based in
Charlotte, N.C.
Verde Building Solutions filed Chapter 11 petition (Bankr. W.D.N.C.
Case No. 23-30704) on Oct. 11, 2023, with up to $1 million in
assets and up to 10 million in liabilities. Ronald Staley Jr.,
president, signed the petition.
Judge Laura T. Beyer oversees the case.
The Debtor tapped John C. Woodman, Esq., at Essex Richards, PA as
legal counsel and Michael T. Bowers, CPA, as accountant.
VERDE BUILDING: Hits Chapter 11 Bankruptcy
------------------------------------------
Elise Franco of Charlotte Business Journal reports that Verde
Building Solutions Inc. filed the voluntary petition on Oct. 11,
2023, according to records from the U.S. Bankruptcy Court for the
Western District of North Carolina. In the filing, the company's
assets were estimated to be between $500,001 and $1 million. Its
liabilities, or potential financial obligation or debt owed in the
future, were listed between $1 million and $10 million.
The company's secured and unsecured debt is less than $7.5 million,
not including debts owed to insiders or affiliates, the filing
shows. That allowed Verde to file for bankruptcy under subchapter
five, which doesn't require it to receive creditors' approval for
its repayment plan.
The company was founded in 2013, according to state business
corporation records.
Verde president Ron Staley did not return a request for comment.
Verde's attorney John Woodman, of Essex Richards, was unavailable
for comment.
Staley is also behind Verde Homes. That company, founded in 2014,
builds semi-custom, economically friendly homes and also does
residential construction complex remodels and additions. Its
portfolio includes six townhome/residential communities in
Charlotte and one in Raleigh.
In May 2019, Verde Homes received pushback from residents on a plan
to develop a dozen age-restricted homes on Sardis Road, between Oak
Creek and Creek Valley drives. Staley said at the time that the
project would allow older residents to age in place. But community
members argued it didn't align with approved plans and policies for
that area or the city. The petition was eventually withdrawn.
Verde Building Solutions will remain in possession of its
properties and the management of its business during the bankruptcy
proceedings, according to the filing.
The filing names at least 20 creditors, including Duke Energy, the
city of Charlotte, the N.C. Department of Revenue and Bank OZK. It
also owes $346,569 to Kent, Ohio-based Carter Lumber. Funds will
eventually be available for distribution to unsecured creditors,
the filing said.
A meeting to examine the company's financial position and confirm
facts stated in the bankruptcy filing is scheduled for November 15,
2023. The deadline for objections is January 14, 2024. Caleb Brown,
attorney at Moon Wright & Houston, is the trustee assigned to the
case.
About Verde Building Solutions
Verde Building Solutions Inc. is a full-service design,
construction and development firm specializing in multi-family,
residential and mixed-use projects.
Verde Building Solutions Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30704) on October
11, 2023. In the petition filed by Ronald Staley Jr., as president,
the Debtor reports estimated assets between $500,000 and $1 million
and estimated liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Laura T. Beyer oversees the case.
The Debtor is represented by:
John C. Woodman, Esq.
ESSEX RICHARDS, P.A.
1701 South Blvd.
Charlotte, NC 28203
Tel: 704-377-4300
Fax: 704-372-1357
Email: jwoodman@essexrichards.com
VMR CONTRACTORS: Gets OK to Hire O. Allan Fridman as Legal Counsel
------------------------------------------------------------------
VMR Contractors, Inc. received approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ O. Allan
Fridman, Esq., an attorney practicing in Northbrook, Ill.
The Debtor requires an attorney to:
(a) generally administer the estate on behalf of the Debtor;
(b) initiate settlement negotiations with various creditors;
(c) prepare monthly operating reports;
(d) draft and receive approval on its Chapter 11 plan; and
(e) assist the Debtor in various other matters that may arise
during the course of this Chapter 11 case.
Mr. Fridman will be paid at his usual rate of $450 per hour, plus
reimbursement for expenses incurred.
Mr. Fridman disclosed in a court filing that he is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The attorney can be reached at:
O. Allan Fridman, Esq.
555 Skokie Blvd., Suite 500
Northbrook, IL 60062
Telephone: (847) 412-0788
Email: allan@fridlg.com
About VMR Contractors
VMR Contractors, Inc. supplies and installs rebar for road
construction projects.
The Debtor filed Chapter 11 petition (Bankr. N.D. Ill. Case No.
22-14211) on Dec. 8, 2022, with up to $1 million in assets and up
to $10 million in liabilities. Vincent Roberson, president, signed
the petition.
Judge A. Benjamin Goldgar oversees the case.
O. Allan Fridman, Esq., represents the Debtor as legal counsel.
WATER GREMLIN: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Jeff Montgomery of Law360 reports that Water Gremlin Co., a lead
battery terminal and fishing sinker manufacturer, retreated into
Chapter 11 in Delaware on Oct. 27, 2023, trailed by dozens of
personal injury suits seeking damages for death and illnesses
allegedly linked to toxic solvent and lead emissions.
About Water Gremlin
Water Gremlin Company designs and manufactures lead terminals for a
wide variety of lead-acid batteries and other non-battery related
products.
Water Gremlin and its two affiliates filed for bankruptcy
protection on Oct. 27, 2023 (Bankr. D. Del. Lead Case No.
23-11775). The petitions were signed by Bradley J. Hartsell as
president. The Debtors reported $10 million to $50 million in
estimated assets and $10 million to $50 million in estimated
liabilities.
The Hon. Laurie Selber Silverstein presides over the cases.
The Debtors tapped Dorsey & Whitney (Delaware) LLP as their general
bankruptcy counsel. Intrepid Investment Bankers LLC serves as the
Debtors' investment banker; Riveron RTS, LLC serves as the
financial advisor; and Kekst CNC and Padilla serve as the public
relations provider.
WATER GREMLIN: Hires Intrepid Investment as Investment Banker
-------------------------------------------------------------
Water Gremlin Company and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Intrepid Investment Bankers LLC as investment banker.
The firm will provide these services:
a. assist the Debtors in analyzing its business, operations,
properties, financial conditions and prospects;
b. assist the Debtors in its analysis and consideration of
financing alternatives to the Debtors, including if necessary,
Debtor-in-possession (DIP) Financing;
c. prepare and distribute Debtors information in connection with
a Transaction;
d. identify and solicit potential acquirors, financing sources
or partners for a Transaction;
e. assist in the determination of the form, structure, terms,
and pricing of a Transaction;
f. assist the Debtors on tactics and strategies for negotiating
with potential counterparties and stakeholders, and if requested by
the Debtors, participate in such negotiations;
g. advise the Debtors on the timing, nature and terms of new
securities, other consideration, or other inducements to be offered
pursuant to a Transaction;
h. render financial advice to the Debtors and participate in
meetings or negotiations with stakeholders and/or outside agencies
or appropriate parties in connection with a Transaction;
i. attend meetings of the Debtors' Board of Directors and its
committees with respect to matters on which Intrepid has been
engaged to advise the Debtors;
j. provide oral and written testimony, as necessary, with
respect to matters on which Intrepid has been engaged to advise the
Debtors in any proceedings before the Bankruptcy Court; and
k. provide other financial advisory services as may be mutually
agreed by Intrepid and the Debtors.
The firm will be paid as follows:
a. Initial Restructuring Fee. An earned upon receipt and
non-refundable initial restructuring fee ("Initial Restructuring
Fee") payable upon the execution of the Engagement Letter equal to
$100,000. As reflected in the Beers Declaration, the Debtors paid
the Initial Restructuring Fee in April 2023.
b. Monthly Fees. Earned upon receipt and non-refundable monthly
fees ("Monthly Fees") which shall be payable upon the execution of
the Engagement Letter and upon each monthly anniversary of the
Agreement, equal to $75,000 per month.
c. Financing Fee. A non-refundable financing fee ("Financing
Fee") payable at each closing of a Financing equal to the
applicable percentage set forth below of the gross proceeds and
aggregate principal amount (as applicable) of any Financing
irrevocably committed or funded in connection with such Financing
(whether or not actually drawn):
i. 2 percent for bank debt or first lien secured debt or DIP
(collectively "Senior Debt");
ii. 3 percent for debt junior to Senior Debt and is not an
Equity-Linked Security;
iii. 5 percent for equity or equity-linked securities
(including but not limited to, preferred securities, securities
with warrants, and convertible notes) ("Equity-Linked
Securities");
d. Restructuring Fee. A restructuring fee (the "Restructuring
Fee") equal to $1,250,000 payable upon the consummation of a
Restructuring; provided, however, if a Restructuring is to be
completed through a "pre-packaged" or "pre-arranged" plan of
reorganization, the Restructuring Fee shall be earned and shall be
payable upon the effective date of the Debtors' confirmed plan of
reorganization.
e. Sale Fee. A non-refundable sale fee payable upon the
consummation of any sale (a "Sale"), or as otherwise authorized by
the Bankruptcy Court, equal to the greater of:
i. $1,250,000; and
ii. 3 percent of the Aggregate Consideration.
f. In the event that both a Sale Fee and a Restructuring Fee are
earned under the provisions of this paragraph, the Sale Fee shall
be credited to the Restructuring Fee; provided that in no event
shall the Restructuring Fee be reduced below $0.
g. The Debtors and Intrepid acknowledge and agree that more than
one fee may be payable to Intrepid under section C.1, subsections
(c), (d), and (e) of the Engagement Letter, in connection with any
single Transaction or series of Transactions, it being understood
and agreed that if more than one fee becomes so payable to
Intrepid, each such fee shall be paid to Intrepid.
h. If Intrepid provides services to the Debtors for which a fee
is not provided herein, such services shall, except insofar as they
are the subject of a separate agreement, be treated as falling
within the scope of the Engagement Letter, and the Debtors and
Intrepid will agree upon a fee for such services based upon good
faith negotiations, taking into account, among other things, the
custom and practice among financial advisors acting in similar
transactions.
i. 50 percent of the Initial Restructuring Fee and 50 percent of
the Monthly Fees, shall be credited against the aggregate amounts
owed under any Financing Fee, Restructuring Fee and/or Sale Fee as
defined herein.
Lorie R. Beers, a managing director at Intrepid Investment Bankers
LLC, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Lorie R. Beers
Intrepid Investment Bankers LLC
11755 Wilshire Blvd. 22nd Floor
Los Angeles, CA 90025
Tel: (310) 478-9000
Fax: (310) 478-9004
About Water Gremlin Company
Water Gremlin Company is the world's technological and market
leader in battery terminals. It was founded in 1949 as a
manufacturer of recreational fishing products. In 1970, the
company expanded to battery terminal production. Water Gremlin uses
custom engineering, design, and automation to deliver consistent
quality solutions for industries like automotive, agriculture,
commercial trucking, marine, telecommunications, recreation, and
military and government operations.
Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of
the filing, Water Gremlin reported $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers,
LLC as investment banker; Riveron RTS, LLC as financial advisor.
Kekst CNC and Padilla provide public relations services to the
Debtors.
WEWORK INC: Faces Delisting from NYSE Amid Chapter 11 Filing
------------------------------------------------------------
WeWork Inc. disclosed in a Form 8-K report filed with the
Securities and Exchange Commission that On November 7, 2023, the
Company was notified by the staff of NYSE Regulation that it had
determined to commence proceedings to delist the Company's Class A
common stock, par value $0.0001 per share, from the New York Stock
Exchange and that trading in the Common Stock was suspended
immediately.
NYSE Regulation reached its decision that the Company is no longer
suitable for listing pursuant to NYSE Listed Company Manual Section
802.01D after the Company and certain of its direct and indirect
subsidiaries filed voluntary petitions to commence proceedings
under Chapter 11 of title 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the District of New
Jersey.
The NYSE will apply to the U.S. Securities and Exchange Commission
to delist the Common Stock upon completion of all applicable
procedures. The Company does not intend to appeal the determination
and, therefore, it is expected that its Common Stock will be
delisted from the NYSE.
As a result of the suspension and expected delisting, WeWork's
Common Stock commenced trading in the OTC Pink Marketplace under
the symbol "WEWKQ". The OTC Pink Marketplace is a significantly
more limited market than the NYSE, and quotation on the OTC Pink
Marketplace likely results in a less liquid market for existing and
potential holders of the Common Stock to trade the Common Stock and
could further depress the trading price of the Common Stock. The
Company can provide no assurance that its Common Stock will
continue to trade on this market, whether broker-dealers will
continue to provide public quotes of the Common Stock on this
market, or whether the trading volume of the Common Stock will be
sufficient to provide for an efficient trading market. The
transition to over-the-counter markets will not affect the
Company's business operations or its reporting requirements under
the rules of the SEC.
About WeWork Inc.
New York, NY-based WeWork Inc. 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 Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
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.
WYNN RESORTS: S&P Upgrades ICR to 'BB-' on Macao Recovery
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Wynn Resorts
Ltd. and its subsidiaries, including Wynn Macau Ltd. (WML), to
'BB-' from 'B+'. At the same time, S&P raised all of its
issue-level ratings by one notch in conjunction with the upgrade.
The stable outlook reflects S&P's expectation that the ongoing
recovery in the company's cash flow in Macao, along with relatively
stable U.S. cash flow next year, will likely support an improvement
in its leverage to the high-4x area, from low-5x in 2023, despite
its increasing development spending and shareholder returns.
The strong recovery in Macao's mass gaming market will support a
more rapid deleveraging, improving Wynn's debt to EBITDA to the
low-5x area by the end of 2023 and below 5x in 2024. In the third
quarter of 2023, Macao's market-wide mass GGR recovered to 93% of
third-quarter 2019 levels while VIP GGR recovered to 38% of
third-quarter 2019 levels (or about 95% and 25%-30%, respectively,
using operators' reported numbers). Multiple operators indicated
mass volume during the October Golden Week surpassed 2019 levels
and that the momentum has continued into November. S&P said, "The
recovery outpaced our prior expectation (set in July 2023) that
mass GGR would recover to 85%-90% of 2019 levels this year. Our
current base case assumes Macao's mass GGR in the fourth quarter of
2023 will be equal to its fourth-quarter 2019 levels. In addition,
we expect the region's 2024 GGR will exceed its 2019 levels by
about 5%-15%."
S&P said, "Our 2024 forecast implies about a 20%-30% year-over-year
increase. The strong momentum in Macao's mass GGR year to date
mainly stems from the premium segment. Further improvements in
Macao's visitation, along with a recovery in airlift capacity to
Macao and Hong Kong, will likely support a further expansion in
mass GGR next year. The region will also face an easy
year-over-year comparison in the first quarter of 2024 because,
while coronavirus-related restrictions were relaxed in January
2023, it took some time for the market's recovery to accelerate.
Meanwhile, we expect VIP volume will roughly remain at current
levels. It is unlikely that casino operators will significantly
expand their junket VIP operations given the tightened
regulations.
"Wynn's recovery has been largely consistent with that of the Macao
market. In the third quarter of 2023, Wynn's Macao mass GGR and
reported EBITDA were about 97% and 85% of its 2019 levels,
respectively. We expect the improvement in the company's EBITDA
will likely accelerate over the next several quarters on increased
Macao visitation and the greater availability of hotel rooms in the
market. Therefore, we estimate Wynn's Macao EBITDA will be about
95% of its 2019 levels in 2024. This implies that Wynn's S&P Global
Ratings lease-adjusted net leverage will likely improve below 5x in
2024 from the low-5x area in 2023. This compares with 4.9x in
2019.
"Large-scale development projects could increase Wynn's leverage
relative to our base case. We don't expect the company will
experience the leveraging effects of any large-scale development
projects for at least the next 18-24 months. In addition, we
believe it could probably absorb the additional leverage while
remaining below our 6x leverage threshold for the 'BB-' rating.
Wynn has partnered with developer Related Cos. on a bid for a New
York casino development in Hudson Yards. The company has not
disclosed the size of the project, the ownership structure of the
partnership, or its potential contribution. We believe the joint
venture's spending on an integrated resort would likely exceed $5
billion, given the costs of building in New York, the expected
quality of the asset, and comments from Related about a planned $10
billion development in the area. While Related's development plan
includes additional components aside from the integrated resort
casino, Las Vegas Sands Corp., which is also expected to submit a
bid for the license, has indicated its development could exceed $5
billion. If Wynn secures a license in New York, the license and
development costs could cause its leverage to rise above 5x. We
believe it is unlikely New York will select licensees before the
second half of 2024 and don't anticipate the company would initiate
any material capital spending before 2025. Given the complexity of
building in New York and the likely scale of the project, we
anticipate the development could take at least 3-4 years to
complete.
"Wynn can absorb its planned development spending in Macao, Boston,
and the United Arab Emirates (UAE), along with our assumed
increases in its shareholder returns, and still reduce its 2024
leverage below 5x.Under the terms of the new concession granted in
December 2022, WML committed to invest $2.2 billion over 10 years
to develop certain nongaming and gaming projects, of which it will
use about $2.05 billion for nongaming capital projects and event
programming. These investment commitments will include a mixture of
capital expenditure (capex) and operating expenses to support
nongaming amenities and events. We believe this will be manageable
for WML as Macao's GGR recovers. In addition, we expect that these
large-scale capex projects will likely require design, planning,
and government approval before initiating construction. The company
has publicly indicated its expectation for $300 million-$400
million of capex related to its concession commitments between the
fourth quarter of 2023 and the end of 2024.
"Wynn also has several development projects outside of Macao that
will require capital commitments over the next few years, including
its expansion at Encore Boston Harbor and an integrated resort
development in the UAE. We expect the Encore Boston Harbor
expansion will likely be a $400 million project, with spending
required from 2024-2025. We also expect Wynn will begin making
equity contributions to its integrated resort development in the
UAE with partners Marjan and RAK Hospitality Holding. Wynn has
indicated it expects the development will cost an estimated $3.9
billion and open in the first quarter of 2027. Based on Wynn's 40%
equity ownership and our assumption that the project will be 50%
funded with equity contributions from the equity owners, we expect
the company's share of these contributions will total $780 million.
Wynn anticipates it will fund its equity contributions over the
construction timeline, though it has yet to negotiate the equity
funding schedule with its financing partners.
"We expect Wynn will balance shareholder returns, including
dividends and share repurchases, with its other cash needs,
including capital spending and debt repayment. Based on our
forecast cash flow recovery and the likelihood that any material
spending for a New York casino will likely be at least 18-24 months
away, we believe the company could accelerate its shareholder
returns in 2024. Therefore, we have incorporated the potential its
combined dividends and share repurchases will increase to the $500
million-$700 million range for the year.
"Macroeconomic factors that could impede consumers' discretionary
spending are rising, which poses a risk to Wynn's strong U.S. cash
flow. However, we expect the recovery in convention and group
visitation and a strong event calendar in Las Vegas may be
sufficient to offset these headwinds.The performance of destination
markets, such as Las Vegas, tends to be more volatile during a
downturn than regional gaming markets. However, the continued
recovery in group and convention visitation, the return of
international travel, and investment in new attractions--including
the opening of Allegiant Stadium (2020) and the MSG Sphere
(2023)--will likely continue to support a recovery in visitation to
Las Vegas. In addition, supply growth in the market has been modest
and much lower than in 2008-2010. Hotel room capacity will expand
by about 2.4% in 2024 following the December 2023 opening of the
Fontainebleau Las Vegas. A favorable event calendar over the next
year will likely also support Wynn's performance.
It is expected that Formula 1's Las Vegas Grand Prix race in
November 2023, which is scheduled to occur annually through at
least 2025, will attract significant visitation and spending during
what is normally a slower period for the market. In addition, Las
Vegas will host the Super Bowl at Allegiant Stadium in February
2024. While Super Bowl weekend is typically a good weekend for Las
Vegas, and will coincide with Lunar New Year in 2024, we believe
hosting the event will draw additional customers and events ahead
of the game. These events may help offset the loss of
CONEXPO-CON/AGG, a construction trade show held every three years
that attracted record attendance of 139,000 in 2023. Wynn's
expanded convention center, which opened in 2020, and strong
forward bookings for next year will likely also support its Las
Vegas cash flow even if leisure spending softens. Therefore, we
expect the effect of the weakening U.S. economy on Las Vegas and
Wynn over the next 12 months will be less dramatic than during the
financial crisis.
S&P said, "The stable outlook reflects our expectation that the
ongoing recovery in Wynn's Macao cash flow, along with its
relatively stable U.S. cash flow next year, will support an
improvement in its leverage to the high-4x area (from low-5x area
in 2023) despite its increasing development spending and
shareholder returns. This will provide the company with an ample
cushion relative to our 6x leverage threshold to navigate some
operating volatility and absorb a potential large-scale, multi-year
casino project if it secures one of the New York licenses.
"We could lower our ratings on Wynn if the combination of operating
underperformance, a more aggressive development pipeline, and
increased shareholder returns cause its leverage to remain above
6x.
"Before raising our rating, we would need to believe that Wynn will
be able to sustain a sufficient cushion relative to our 5x upgrade
threshold to absorb potential future operating volatility and
additional development spending. Although we expect the company's
leverage will improve below our 5x upgrade threshold in 2024, its
rating upside is currently limited, given our expectation that it
may pursue a large-scale integrated casino resort development in
New York City. Depending on the scale of the project, the make-up
of Wynn's joint-venture ownership, its required equity
contributions, and the construction timeline, we believe the
company's leverage could rise above 5x if it wins the license. We
expect more clarity around the winners of the licenses and their
potential spending needs in the second half of 2024. If Wynn's bid
for a New York casino license is unsuccessful, we could reevaluate
its financial policy and expected leverage. We would also expect
Wynn to sustain funds from operations (FFO) to debt of more than
12% and EBITDA coverage of interest of greater than 3x if we
upgraded it to 'BB'."
ZHANG MEDICAL: No Patient Care Concern, 2nd PCO Report Says
-----------------------------------------------------------
David Crapo, the court-appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the Southern District of New York a
second report regarding the health care facility operated by Zhang
Medical P.C., doing business as New Hope Fertility Center.
The PCO reported that it has not uncovered any deficiencies in the
actual performance of the fertility-related procedures the Zhang
Medical provides. The information available to the PCO does not
indicate that Zhang Medical has had to dismiss employees for
deficiencies related to patient care or safety during 2023. There
is no evidence of a failure in infection control at Zhang Medical's
facility. No evidence exists of falls or other injuries at the
facility.
The PCO has not received any information indicating that quality of
care provided to patients (including patient safety) is not
acceptable and is currently declining or is otherwise being
materially compromised.
In light of the limited amount of any negative information about
Zhang Medical and its clinical staff, Zhang Medical's resolution of
investigations by the FDA and the NYDOH, the oversight and
supervision provided by the clinical staff appears to sufficient to
uncover quality of care deficits if they arose.
The PCO's receipt on a regular basis of updates to certain
information previously requested, as well as any communications
from accreditation agencies from Zhang Medical should provide a
reasonable basis to monitor whether the quality of care (including
patient safety) provided by Zhang Medical is declining or otherwise
materially compromised.
The PCO stated that a preliminary analysis of the publicly
available sources of information regarding the current performance
of Zhang Medical and its existing structures reveals a facility
that apparently continues to provide the same level of patient care
and safety it historically provided since before its bankruptcy
filing.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=hm4MAX from PacerMonitor.com.
The ombudsman may be reached at:
David N. Crapo, Esq.,
Gibbons P.C.
One Gateway Center
Newark, NJ 07102-5310
Phone: (973) 596-4523
Fax: (973) 639-6244
Email: dcrapo@gibbonslaw.com
About Zhang Medical
New York-based Zhang Medical P.C. specializes in low and no-drug
infertility solutions that help women conceive with minimal
invasiveness. It conducts business under the name New Hope
Fertility Clinic.
Zhang Medical filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April
30, 2023, with $1 million to $10 million in both assets and
liabilities. Eric Huebscher has been appointed as Subchapter V
trustee.
Judge Philip Bentley oversees the case.
The Debtor tapped Joseph D. Nohavicka, Esq., at Pardalis &
Nohavicka, LLP as legal counsel.
David Crapo is the patient care ombudsman appointed in the Debtor's
Chapter 11 case.
ZYMERGEN INC: Hires Wilmer Cutler as Special Counsel
----------------------------------------------------
Zymergen Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Wilmer
Cutler Pickering Hale and Dorr LLP as investigations and special
litigation counsel.
The Debtor needs the firm's legal assistance in connection with the
following cases:
(i) an ongoing investigation (the "Investigation") by the
Securities and Exchange Commission (the "SEC");
(ii) that certain securities class action captioned Wang v.
Zymergen Inc., et al., No. 5:21-cv-06028-PCP in the United States
District Court for the Northern District of California (the "Wang
Action"); and
(iii) that certain Delaware Superior Court action captioned
Fortis Advisors LLC v. Zymergen Inc., C.A. No. N23C-01-191-EMD CCLD
in the Superior Court of the State of Delaware (the "Fortis
Action", and together with the Wang Action, the "Actions").
The firm will be paid at these rates:
Partners $1,865 per hour
Counsels $1,100 per hour
Associates $765 per hour
Paraprofessionals $650 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Susan S. Muck, Esq., a partner at Wilmer Cutler Pickering Hale and
Dorr 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:
Susan S. Muck, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
1 Front Street, Suite 3500
San Francisco, CA 94111
Tel: (628) 235-1000
About Zymergen Inc.
Zymergen, Inc., which was founded in April 2013, is a science and
material innovation company focused on designing, developing and
commercializing bio-based products for use in a variety of
industries. It is based in Emeryville, Calif.
Zymergen and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 23-11661) on Oct. 3, 2023. At the time of the
filing, Zymergen reported $100 million to $500 million in both
assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal
counsel and Epiq Corporate Restructuring, LLC as claims and
noticing agent.
[] Chapter 11 Filings Rise 61% from January to September
--------------------------------------------------------
Daphne Howland of RetailDive reports that Chapter 11 filings by
businesses soar 61% so far from January to September 2023, report
finds.
A wide array of U.S. businesses have struggled this 2023. In the
first nine months of 2023, commercial Chapter 11 bankruptcies have
soared 61% year over year to 4,553, according to Epiq Bankruptcy,
which provides U.S. bankruptcy filing data.
Small business filings in that time rose 41% to 1,419, according to
the research, released by Epiq and the American Bankruptcy
Institute. In all, considering every type of bankruptcy, filings in
the commercial sector rose 17% to 18,680.
After recent declines thanks in part to pandemic-era financial
support, consumer filings also rose this year, up 17% to 313,458,
per the report.
Updates to Retail Dive's bankruptcy tracker have been numerous in
2023 so far, with the all-important holiday quarter left to go.
High-profile retail filings in the first nine months of the year
have included David's Bridal, Bed Bath & Beyond and Party City, and
11 more retailers may be on the brink.
While the numbers of both commercial and individual filings remain
below pre-pandemic levels, the increase so far this year is a sign
that challenges, including expanding debt, are building, according
to American Bankruptcy Institute Executive Director Amy
Quackenboss.
"Struggling individuals and companies have an established lifeline
through bankruptcy to help steady themselves amid rising interest
rates, inflation and increased borrowing costs," Quackenboss said
in a statement.
Many retailers began the year with a keen focus on cost cuts.
Several, including healthy ones like Amazon, have slashed budgets
through significant layoffs.
Consumer distress is also visible, in rising credit card debt and
increasing delinquencies on store credit cards, reported by several
retailers in recent months. In the second quarter, U.S. consumers'
collective balance rose to a record $1.03 trillion dollars,
according to the New York Federal Reverse Bank's quarterly report
on household debt. That, coupled with the added burden of student
loan payments that will resume for many this month, are leading
many analysts to temper expectations for holiday sales.
[^] BOOK REVIEW: Taking Charge
------------------------------
Taking Charge: Management Guide to Troubled Companies and
Turnarounds
Author: John O. Whitney
Publisher: Beard Books
Softcover: 283 Pages
List Price: $34.95
Order a copy today at:
http://beardbooks.com/beardbooks/taking_charge.html
Review by Susan Pannell
Remember when Lee Iacocca was practically a national hero? He won
celebrity status by taking charge at a company so universally known
as troubled that humor columnists joked their kids grew up thinking
the corporate name was "Ayling Chrysler." Whatever else Iacocca may
have been, he was a leader, and leadership is crucial to a
successful turnaround, maintains the author.
Mediagenic names merit only passing references in Whitney's book,
however. The author's own considerable experience as a turnaround
pro has given him more than sufficient perspective and acumen to
guide managers through successful turnarounds without resorting to
name-dropping. While Whitney states that he "share[s] no personal
war stories" in this book, it was, nonetheless, written from inside
the "shoes, skin, and skull of a turnaround leader." That sense of
immediacy, of urgency and intensity, makes Taking Charge compelling
reading even for the executive who feels he or she has already
mastered the literature of turnarounds.
Whitney divides the work into two parts. Part I is succinctly
entitled "Survival," and sets out the rules for taking charge
within the crucial first 120 days. "The leader rarely succeeds who
is not clearly in charge by the end of his fourth month," Whitney
notes. Cash budgeting, the mainstay of a successful turnaround, is
given attention in almost every chapter. Woe to the inexperienced
manager who views accounts receivable management as "an arcane
activity 'handled over in accounting.'" Whitney sets out 50
questions concerning AR that the leader must deal with -- not
academic exercises, but requirements for survival.
Other internal sources for cash, including judiciously managed
accounts payable and inventory, asset restructuring, and expense
cuts, are discussed. External sources of cash, among them banks,
asset lenders, and venture capital funds; factoring receivables;
and the use of trust receipts and field warehousing, are handled in
detail. Although cash, cash, and more cash is the drumbeat of Part
I, Whitney does not slight other subjects requiring attention. Two
chapters, for example, help the turnaround manager assess how the
company got into the mess in the first place, and develop
strategies for getting out of it.
The critical subject of cash continues to resonate throughout Part
II, "Profit and Growth," although here the turnaround leader
consolidates his gains and looks ahead as the turnaround matures.
New financial, new organizational, and new marketing arrangements
are laid out in detail. Whitney also provides a checklist for the
leader to use in brainstorming strategic options for the future.
Whitney's underlying theme -- that a successful business requires
personal leadership as well as bricks and mortar, money and
machinery -- is summed up in a concluding chapter that analyzes the
qualities that make a leader. His advice is as relevant in this
1999 reprint edition as it was in 1987 when first published.
John O. Whitney had a long and distinguished career in academia and
industry. He served as the Lead Director of Church and Dwight Co.,
Inc. and on the Advisory Board of Newsbank Corp. He was Professor
of Management and Executive Director of the Deming Center for
Quality Management at Columbia Business School, which he joined in
1986. He died in 2013.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***