/raid1/www/Hosts/bankrupt/TCR_Public/231120.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, November 20, 2023, Vol. 27, No. 323
Headlines
5 STAR POOL: Unsecured Creditors to Split $18K in Plan
560 SEVENTH AVENUE: Wins Cash Collateral Access Thru Dec 11
7111 SEPULVEDA: Case Summary & Four Unsecured Creditors
AAR CORP: S&P Upgrades ICR to 'BB+' on Expected Increasing Revenue
ACRO BIOMEDICAL: Says Q3 Form 10-Q Filing Delayed
ADHERA THERAPEUTICS: Delays Filing of Q3 Form 10-Q Report
AEQUOR MGT: Unsecureds Get Share From Liquidation of Property
AIR METHODS: Court OKs $155MM DIP Loan from Wilmington Savings
AKUMIN INC: Delays Filing of Third Quarter Report on Form 10-Q
AKUMIN INC: Hires Ronald Bienias of AlixPartners LLP as CRO
AKUMIN INC: Seeks to Hire Dorsey & Whitney as Bankruptcy Counsel
AKUMIN INC: Seeks to Hire Leerink Partners as Financial Advisor
AKUMIN INC: Seeks to Hire Stikeman Elliott as Canadian Counsel
ALLIED RECYCLING: Case Summary & 10 Unsecured Creditors
ALPINE 4 HOLDINGS: Delays Financial Report for Sept. 30 Quarter
ALPINE 4 HOLDINGS: Secures $1.05 Million Cash Advance from MFG
AMC NETWORKS: Moody's Cuts CFR to B1 & Senior Secured Debt to Ba1
AMERICAN AIRLINES: Fitch Gives BB- Rating on New Sr. Secured Notes
AMERICAN AIRLINES: Moody's Rates New Senior Secured Notes 'Ba2'
AMERICAN AIRLINES: S&P Rates New $750MM Senior Secured Notes 'BB'
AMERICAN PHYSICIAN: Unsecureds to Recover 0.4% of Claims in Plan
AMERICAN TIRE: $1BB Bank Debt Trades at 16% Discount
AMYRIS INC: Noteholders Want Chapter 11 Circumstances Investigated
ANAGRAM HOLDINGS: Court OKs $22MM DIP Loan from GLAS Trust
ANAGRAM HOLDINGS: Fitch Cuts LongTerm IDR to 'D' on Chap.11 Filing
APEX LEGACY: Unsecureds Will Get 25% of Claims in Plan
API HOLDINGS: S&P Upgrades ICR to 'CCC+', Outlook Negative
APPS INC: Affiliate Wins Cash Collateral Access Thru Dec 2
ARAGORN HOLDING: S&P Assigns 'B' ICR, Outlook Stable
ARTISAN'S CABINETRY: Hires Frank Lyon and Kimberly Nash as Counsel
ASPIRA WOMEN'S: Incurs $4.7 Million Net Loss in Third Quarter
ASTRO ONE: $155MM Bank Debt Trades at 51% Discount
ASTRO ONE: $525MM Bank Debt Trades at 38% Discount
AVERY ASPHALT: Amends Nationwide Mutual Claim Pay Details
BALADE YOUR WAY: Hires Klinger & Klinger LLP as Accountant
BANNEKER SUPPLY: Court OKs Interim Cash Collateral Access
BIOSTEEL MANUFACTURING: Chapter 15 Case Summary
BIOTRICITY INC: Posts $3.9 Million Net Loss in Second Quarter
BITTREX INC: Chapter 11 Plan to Pay Creditors in Full Approved
BLACK ROCK FARMS: Case Summary & Five Unsecured Creditors
BOY SCOUTS: 3rd Circ. Declines Claimants' Bid to Freeze Plan
BROOKFIELD WEC: S&P Alters Outlook to Positive, Affirms 'B' ICR
BROOKWOOD VILLAGE: Taps Quality Title Services as Escrow Agent
BRYANT PORTABLE: Case Summary & 20 Largest Unsecured Creditors
CAMBER ENERGY: Incurs $22.4 Million Net Loss in Third Quarter
CAN B CORP: Delays Filing of Quarterly Report on Form 10Q
CANO HEALTH LLC: $644.4MM Bank Debt Trades at 57% Discount
CANO HEALTH: Warrants Face NYSE Delisting Over Low Price
CANOO INC: Incurs $112 Million Net Loss in Third Quarter
CARNIVAL PLC: EUR751.5MM Bank Debt Trades at 36% Discount
CARNIVAL PLC: EUR755.5MM Bank Debt Trades at 34% Discount
CCS-CMGC HOLDINGS: $500MM Bank Debt Trades at 15% Discount
CELSIUS NETWORK: QEUS Files Supplemental Rule 2019 Statement
CLEAN ENERGY: Converts $1.95 Million Notes With Mast Hill to Equity
CLEAN ENERGY: Incurs $667K Net Loss in Third Quarter
COLLABO GROUP: Seeks to Hire Robert Lewis PC as Legal Counsel
CUMULUS MEDIA: $525 MM Bank Debt Trades at 24% Discount
CWT TRAVEL: Fitch Lowers Rating on IDR to 'RD'
DENTAL EXPRESSION: Unsecureds to Get 20% Dividend in Plan
DIGITAL ALLY: Incurs $3.7 Million Net Loss in Third Quarter
DIVERSE CONSTRUCTION: Seeks to Hire Guerrero CPA as Accountant
DOBBS TRUCKING: Seeks to Hire Saxton Law PLLC as Attorney
ECLIPZ.IO INC: Hires Levene Neale Bender as Bankruptcy Counsel
ECLIPZ.IO INC: Seeks to Tap Sherwood Partners as Financial Advisor
ELITE HOME: Unsecureds Will Get 10% of Claims over 36 Months
EXELA TECHNOLOGIES: Delays Filing of Quarterly Report on Form 10Q
EYECARE PARTNERS: $300MM Bank Debt Trades at 51% Discount
EYECARE PARTNERS: Lenders Ink Agreement to Deter Creditor Brawl
FARADAY FUTURE: Incurs $78 Million Net Loss in Third Quarter
FGV FRESNO: Has Stipulation to Defer Disclosures Hearing to Feb. 7
FIRST GUARANTY: Whistleblower Escapes Court Contempt in Chapter 11
FOX SUBACUTE: Unsecureds Jointly Receiving the GUC Carveout
FREDRICK LEE: Court OKs Interim Cash Collateral Access
FTAI AVIATION: Moody's Affirms Ba2 CFR & Alters Outlook to Negative
FTX GROUP: SBF Faces Up to 20 Years of Imprisonment
FTX TRADING: Eversheds & Morris Update Ad Hoc Committee Members
FUTURE VALUE: Disclosure Statement Hearing Continued to Dec. 13
GAI VAPE: GAI Unsecureds to Split $67,500 over 5 Years
GASTROINTESTINAL CENTER: Taps Thomas J. Schultz CPA as Accountant
GASTROINTESTINAL CENTER: Taps Washington Global Law as Counsel
GDB HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
GENESIS GLOBAL: Disclosure Statement Hearing Resumes Nov. 20
GENESIS GLOBAL: SOF Has Issues With Disclosure Statement
GIGA-TRONICS INC: Incurs $1.9 Million Net Loss in Third Quarter
GILEAD SCIENCES: Seeks to Clawback $4-Mil. From Ex-CFO
GMS SUNSET: Seeks to Hire Fisher-Sandler LLC as Legal Counsel
GOOD HANDS: Unsecureds Will Get 14.88% of Claims over 5 Years
GREENIDGE GENERATION: Incurs $14.2M Net Loss in Third Quarter
GREENWAVE TECHNOLOGY: Posts $16.5 Million Net Loss in Third Quarter
GSE SYSTEMS: Incurs $2 Million Net Loss in Third Quarter
HAVERLAND CARTER: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable
HAWKEYE ENTERTAINMENT: Taps Leech Tishman as Bankruptcy Counsel
HELIX ENERGY: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
HO1KB NORTH: Hires Willis & Associates as Bankruptcy Counsel
HORNBLOWER SUB: $349MM Bank Debt Trades at 64% Discount
HORNBLOWER SUB: $60MM Bank Debt Trades at 17% Discount
HS PURCHASER: $670MM Bank Debt Trades at 17% Discount
IBIO INC: Posts $5.8 Million Net Loss in First Quarter
IHEARTCOMMUNICATIONS: $2.10BB Bank Debt Trades at 16% Discount
IHEARTCOMMUNICATIONS: $402MM Bank Debt Trades at 17% Discount
IN-POWER MOTORS: Seeks to Hire Allan D. NewDelman as Counsel
J&P FLASH: Seeks to Hire Hope Brothers as Real Estate Broker
K&N PARENT INC: $100MM Bank Debt Trades at 86% Discount
K&N PARENT: $245MM Bank Debt Trades at 61% Discount
KIDDE-FENWAL: Asks Court Okay for Chapter 11 Mediation to Cut Debt
KNIGHT HEALTH: $450MM Bank Debt Trades at 72% Discount
L & L WHOLESALE: Seeks to Hire Baker Law as Bankruptcy Counsel
LGI HOMES: Moody's Rates New $400MM Unsecured Notes Due 2028 'Ba2'
LGI HOMES: S&P Rates New $400MM Unsecured Senior Notes 'BB-'
LION STAR: Case Summary & 20 Largest Unsecured Creditors
LIQUIDMETAL TECHNOLOGIES: Incurs $467K Net Loss in Third Quarter
LORDSTOWN MOTORS: To Seek Plan Confirmation on Dec. 19, 2023
LOYALTY EXPRESS: Voluntary Chapter 11 Case Summary
LTL MANAGEMENT: J&J 3rd Bankruptcy Can Spark SCOTUS Scrutiny
LUMEN TECHNOLOAGIES: 2027 Bondholders Move to Protect Collateral
LUMEN TECHNOLOGIES: Debt Restructuring Deal Anger Creditors
LUMEN TECHNOLOGIES: Left Out Lenders Submit New Restructuring Plan
M AND J HOME: Seeks to Hire Zajac & Associates as Accountant
MAGENTA BUYER: $3.18BB Bank Debt Trades at 31% Discount
MAGENTA BUYER: $750MM Bank Debt Trades at 60% Discount
MATRIX PARENT: $160MM Bank Debt Trades at 57% Discount
MATRIX PARENT: $380MM Bank Debt Trades at 31% Discount
MAYA J ATX: Seeks Approval to Hire Barron & Newburger as Attorney
MERIDIANLINK INC: S&P Affirms 'B+' ICR on Resilient Performance
MICHAELS COS: $1.95BB Bank Debt Trades at 19% Discount
MINESEN COMPANY: Trustee Taps Marr Jones & Wang as Special Counsel
MLN US HOLDCO: $1.12BB Bank Debt Trades at 82% Discount
MLN US HOLDCO: $155.8MM Bank Debt Trades at 24% Discount
MLN US HOLDCO: $576MM Bank Debt Trades at 74% Discount
MOLEKULE GROUP: Gen. Unsecureds Owed $10M to Get 1.39% of Claims
MY THREE AMIGOS: Gets OK to Hire Barski Law Firm as Counsel
NABORS INDUSTRIES: Fitch Rates New 2030 Guaranteed Notes 'B+'
NANO MAGIC: Incurs $700K Net Loss in Third Quarter
NEPTUNE WELLNESS: Incurs $5.3 Million Net Loss in Second Quarter
NEW JERSEY CITY UNIVERSITY: Fitch Affirms 'BB+' IDR, Outlook Neg.
NORTHEAST GROCERY: S&P Assigns 'B+' ICR, Outlook Negative
OAK-BARK CORP: Case Summary & 14 Unsecured Creditors
OSG HOLDINGS: To Seek Confirmation of Prepackaged Plan on Nov. 21
PALATIN TECHNOLOGIES: Incurs $5.9 Million Net Loss in First Quarter
PANACEA LIFE: Incurs $2.2 Million Net Loss in Third Quarter
PEACE EQUIPMENT: Amends Commercial & Paccar Secured Claims Pay
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru Nov 30
PEARL INC: Unsecured Creditors Will Get 6% of Claims in Plan
PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 29% Discount
PH BEAUTY: $70MM Bank Debt Trades at 20% Discount
PLUTO ACQUISITION: $873.4MM Bank Debt Trades at 16% Discount
PRECISION SPLICING: Court OKs Cash Collateral Access Thru Dec 18
PRESIDIO HOLDINGS: Moody's Affirms B2 CFR, Outlook Remains Stable
PROPERTY ADVOCATES: Continued Operations to Fund Plan
QUEST SOFTWARE: $2.81BB Bank Debt Trades at 23% Discount
QUEST SOFTWARE: $765MM Bank Debt Trades at 34% Discount
R&W CLARK: Amended Plan Deadline Extended to Jan. 12
RADIATE HOLDCO: $3.42BB Bank Debt Trades at 20% Discount
RADIOLOGY PARTNERS: $1.64BB Bank Debt Trades at 23% Discount
RAPID METALS: Asset Sale Proceeds to Fund Plan Payments
RESIDENTS FIRST: Wins Interim Cash Collateral Access
RITE AID: $425MM Bank Debt Trades at 24% Discount
RITE AID: Additional 24 Stores Will be Liquidated in Chapter 11
S&W BLUE JAY: Proposes Liquidating Plan
SAL ATX: Seeks Approval to Hire Barron & Newburger as Attorney
SALEM MEDIA: Incurs $31.3 Million Net Loss in Third Quarter
SAMSON TOURS: Seeks to Hire Supporting Strategies as Bookkeeper
SBG BURGER: PNX Solutions Providing $1-Mil. DIP Loan
SEARS HOMETOWN: Chancery Okays $3.1-Mil. Partial Suit Settlement
SHIFT TECHNOLOGIES: Court OKs Deal on Cash Collateral Access
SIANA OIL: Trustee Seeks to Hire Husch Blackwell as Legal Counsel
SIGNA DEVELOPMENT: Bondholders Tap Legal Adviser Amid Cash Crunch
SILVER CREEK: Court Approves Disclosure Statement
SISSON ENGINEERING: Court OKs Cash Collateral Access Thru Jan 2024
SMART EARTH: Seeks Cash Collateral Access
SMILEDIRECTCLUB INC: Creditors Oppose Founders' Bankruptcy Loan
SMILEDIRECTCLUB INC: Creditors Want $55-Mil. DIP Funding Delayed
SOHO OFFICE: Case Summary & Six Unsecured Creditors
SONIDA SENIOR: Incurs $18.4 Million Net Loss in Third Quarter
SOUTHEAST HOSPITAL: Moody's Puts Ba1 Rating on Review for Upgrade
SPARK NETWORKS: Chapter 15 Case Summary
SUMMIT MIDSTREAM: S&P Rates News Senior Unsecured Notes 'B-'
SUPOR PROPERTIES: Secured Creditor Files Liquidating Plan
TEHUM CARE: Seeks Approval of Disclosure Statement
TELLURIAN INC: Raises Doubts on Ability to Stay Affloat
TIMBER PHARMACEUTICALS: Case Summary & 30 Top Unsecured Creditors
TORRID LLC: $350MM Bank Debt Trades at 32% Discount
TREES CORP: Incurs $815K Net Loss in Third Quarter
TURNING POINT: S&P Alters Outlook to Stable, Affirms 'B+' ICR
UNCONDITIONAL LOVE: Seeks to Hire Ordinary Course Professionals
UNIVERSITY PARK: S&P Affirms 'BB-' Rating on 2013 Revenue Bonds
URBAN ONE: Delays Filing of Quarterly Report on Form 10-Q
URBAN ONE: Faces Nasdaq Delisting Over Form 10-Q Delinquency
USUGA MANAGEMENT: Lakeview Says Disclosure Inadequate
VANTAGE TRAVEL: Hearing Today on DIP Loan, Continued Cash Access
VERITAS US: $1.70BB Bank Debt Trades at 22% Discount
VERITAS US: EUR748.6MM Bank Debt Trades at 21% Discount
VIRGINIA REAL ESTATE: Seeks Cash Collateral Access
VMR CONTRACTORS: Court OKs Cash Collateral Access Thru Dec 13
WATER GREMLIN: Seeks to Hire Stretto Inc. as Administrative Advisor
WEST NOTTINGHAM: Unsecureds Will Get 100% of Claims over 60 Months
WEWORK INC: Quarterly Report Delayed on Bankruptcy, Auditor's Exit
WEWORK INC: Seeks to Hire Epiq as Claims and Noticing Agent
YELLOW CORP: Quarterly Report Will Be Delayed Amid Bankruptcy
YIELD10 BIOSCIENCE: Incurs $3.7 Million Net Loss in Third Quarter
ZAGACITY TECH: Case Summary & 16 Unsecured Creditors
[] October 2023 Bankruptcy Filings Rise 106% From 2022
[^] BOND PRICING: For the Week from November 13 to 17, 2023
*********
5 STAR POOL: Unsecured Creditors to Split $18K in Plan
------------------------------------------------------
5 Star Pool Plaster, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of California a Plan of Reorganization for
Small Business dated November 7, 2023.
The Debtor is a California corporation building and maintaining
pools and related outdoor structures in California.
Debtor's assets are fully encumbered by a blanket lien secured by
UCC-1 filing of the Small Business Administrator ("SBA"). The
Debtor disputes the SBA's valuation of Debtor's assets totaling
$175,752.00 and may file a Motion to Value or seek resolution via
Stipulation.
Any and all remaining funds, if any, after satisfaction the SBA's
secured lien and other secured obligations will then be paid to
Priority Claimants. After payment of allowed secured claims,
allowed priority claims and allowed administrative claims,
non-priority general unsecured claims will receive a distribution
of $18,000.00 to be share pro-rata, more than non-priority general
unsecured creditors would receive in a hypothetical Chapter 7
liquidation.
Non-priority unsecured creditors holding allowed claims will
receive a total distribution of $18,000.00 to be shared pro-rata
based upon the amounts of non-priority unsecured creditor claims.
Debtor will pay non-priority unsecured creditors $3,600.00 each
year. This Plan also provides for the payment of administrative and
priority claims.
Class 5 consists of non-priority unsecured creditors. This Class
will receive pro-rata share of $18,000.00 in this Plan paid yearly.
This Class is impaired.
The Debtor will implement this Plan with future income from normal
operations.
A full-text copy of the Plan of Reorganization dated November 7,
2023 is available at https://urlcurt.com/u?l=e6nluu from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Ryan C. Wood, Esq.
Law Offices of Ryan C. Wood, Inc.
611 Veterans Blvd. Ste. 218
Redwood City, CA 94063
Tel: (650) 366-4858
Fax: (650) 366-4875
Email: Ryan@WestCoastBK.com
About 5 Star Pool Plaster
5 Star Pool Plaster, Inc., is a California corporation building and
maintaining pools and related outdoor structures.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal.
Case No. 23-40388) on April 5, 2023, with as much as $1 million in
both assets and liabilities.
Judge William J. Lafferty oversees the case.
The Debtor is represented by the Law Offices of Ryan C. Wood, Inc.
560 SEVENTH AVENUE: Wins Cash Collateral Access Thru Dec 11
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 560 Seventh Avenue Owner Primary LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance, through the date that is the earliest to occur of,
(a) a Cash Collateral Termination Event, (b) any Mezz Borrower Lift
Stay Termination Event, (c) the Final Hearing Date, or (d) December
11, 2023.
These events that constitute a "Cash Collateral Termination" event
include:
(i) the failure of the Debtor to make any payment under the
Third Interim Order to the Prepetition Senior Mortgage Lender
within two business days after such payment becomes due;
(ii)(A) the Fourth Interim Order or the Final Order (if
entered) ceases, for any reason (other than by reason of the
express written agreement by the Prepetition Senior Mortgage
Lender), to be in full force and effect in any material respect, or
(B) entry by the Court or any other court of an order vacating or
modifying the Interim Order or any final Order authorizing the use
of cash collateral in the case;
(iii) the Debtor supports in writing an action commenced by any
person against the Prepetition Senior Mortgage Lender with respect
to the Prepetition Loan Documents;
(iv) the Court will have entered an order granting relief from
the automatic stay to the holder or holders of any security
interest to permit foreclosure (or the granting of a deed in lieu
of foreclosure or the like) on any of the Debtor's assets which
have an aggregate value in excess of $100,000;
(v) the filing of any pleading by the Debtor in support of any
other person or entity's opposition to any motion filed in the
Court by the Prepetition Senior Mortgage Lender seeking
confirmation of the amount of its claims or the validity or
enforceability of the Prepetition Liens, except with regard to good
faith disputes over the payment of fees and expenses;
(vi) the failure of the Debtor to comply with any of the
material terms, provisions, conditions, covenants, or obligations
under the Interim Order;
(vii) the cash collateral is used other than for the purposes
set forth in the Second Interim Order and/or in accordance with the
Approved Budget (subject to any Variance);
(viii) any failure by the Debtor to obtain approval on any
Variance as required be paragraph 4 of the Fourth Interim Order;
(ix) any failure by the Debtor to pay any invoices issued by
the Prepetition Senior Mortgage Lender as and when due;
(x) unless otherwise agreed to in writing by the Prepetition
Senior Mortgage Lender in its sole discretion, the Debtor seeks
entry of an order authorizing the Debtor to obtain postpetition
secured financing secured by any liens priming or senior to those
of the Prepetition Senior Mortgage Lender pursuant to 11 U.S.C.
Section 364(d)(1); and
(xi) the dismissal of the Debtor's bankruptcy case or the
conversion of the case to a case under chapter 7 of the Bankruptcy
Code.
The assets of the Margaritaville Resort Times Square Hotel are
subject to a first mortgage lien held by OWS CRE Funding I, LLC,
the Prepetition Senior Mortgage Lender, to secure a loan issued in
2021 by the Original Lender in the total sum of $167 million, since
reduced to a current balance of $156.652 million, plus accrued and
unpaid interest thereon and fees, expenses, charges, indemnities,
and other costs and obligations incurred in connection therewith.
As more fully set forth in the Prepetition Loan Documents, the
Prepetition Senior Mortgage Lender holds first priority liens on
and security interests in the "Collateral" under and as defined in
the Prepetition Mortgage Loan Agreement.
To secure the Diminution Claim, the Prepetition Senior Mortgage
Lender, is, solely to the extent of the Diminution Claim, granted
valid, perfected, postpetition security interests and liens in and
on (a) all of the Prepetition Collateral, (b) the DIP Account,
and(c) the Existing Accounts, provided, however, the Replacement
Liens (x) will only be and remain subject and subordinate to the
Carve-Out; and (y) will not apply to any claims or causes of action
arising under Sections 544, 545, 547, 548, 49, an 550 of the
Bankruptcy Code or any other similar state or federal law or the
proceeds thereof.
As further adequate protection for and solely to the extent of the
Diminution Claim, the Prepetition Senior Mortgage Lender is granted
(effective upon the date of this Interim Order) a superpriority
claim with priority over all administrative expense claims and
unsecured claims against the Debtor or its estate, now existing or
hereafter arising, of any kind or nature whatsoever.
A final hearing on the matter is set for December 4, 2023 at 12
p.m.
A copy of the order is available at https://urlcurt.com/u?l=Pk1A8x
from PacerMonitor.com.
About 560 Seventh Avenue Owner Primary
560 Seventh Avenue Owner Primary LLC owns and operates the
Margaritaville Resort Times Square Hotel located at 560 Seventh
Avenue, New York, NY. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11289) on
August 12, 2023. In the petition signed by Stehian Pomerantz,
president, the Debtor disclosed up to $500 million in both assets
and liabilities.
Judge Philip Bentley oversees the case.
Kevin J. Nash, Esq., at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP,
represents the Debtor as legal counsel.
7111 SEPULVEDA: Case Summary & Four Unsecured Creditors
-------------------------------------------------------
Debtor: 7111 Sepulveda LLC
5900 Wilshire Blvd., #2125
Los Angeles, CA 90036
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 17, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-17634
Judge: Hon. Neil W. Bason
Debtor's Counsel: Thomas B. Ure, Esq.
URE LAW FIRM
8280 Florence Avenue, Suite 200
Downey, CA 90240
Tel: 213-202-6070
Fax: 213-202-6075
Email: tom@urelawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ilan Kenig as authorized signer for
Managing Member FMB Consulting, LLC.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/Z5RJRNA/7111_Sepulveda_LLC__cacbke-23-17634__0001.0.pdf?mcid=tGE4TAMA
AAR CORP: S&P Upgrades ICR to 'BB+' on Expected Increasing Revenue
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on AAR Corp. to
'BB+' from 'BB'. The outlook is stable.
The stable outlook reflects S&P's expectations that funds from
operations (FFO) to debt will remain above 40% and free operating
cash flow (FOCF) gradually improve as demand within high-margin
business lines supports EBITDA growth.
S&P said, "We expect strong demand across key business segments to
drive revenue growth. AAR has significantly recovered since the
height of the COVID-19 pandemic, almost reaching 2019 revenue this
year. Though the recovery has been slower than anticipated, aging
fleets and aircraft engines that have exhausted green time are
boosting demand for parts supply and repair and engineering
services. AAR has expanded its customer base within parts supply,
executing significant exclusive distribution agreements with
aerospace manufacturers while also working to expand hanger space
and securing customers through long-term MRO service contracts. We
also expect AAR to benefit from the Pratt & Whitney geared turbofan
engine issue that will require grounding much of the Airbus A320neo
fleet into 2026. Extending the active service of older A320ceos and
Boeing 737s will be required to backfill the lost capacity, which
should drive further demand for AAR's parts supply and MRO
services. We also expect robust defense spending to drive top-line
growth through demand for AAR's integrated services segment and
distribution services on critical defense platforms. We expect
demand across key segments to drive revenue growth between 12.5%
and 15% in 2024 and 2025 (fiscal year ending in May).
"We expect expanding EBITDA margins to improve credit metrics,
despite operating headwinds. AAR has successfully executed its
strategy around growth within its parts supply business segment,
which is higher-margin than labor-intensive repair and engineering
services. The company has a strong market position in the usable
service material (USM) business. As it executes new exclusive
distribution agreements among with aircraft component
manufacturers, AAR's operating margins have improved sequentially
over the past couple of years and could expand further with
increasing scale. Supply chain bottlenecks remain, however, and AAR
has held elevated inventory. Labor continues to be a significant
source of increasing costs, though AAR has passed along much of the
increase. We expect FFO to debt between 40% and 45% in 2024 and
2025. We expect free operating cash flow to debt to improve more
slowly as the company maintains elevated inventory levels to
support distribution customers and USM business growth. Together,
the USM investment and parts buildup may constrain FOCF due to
timing of the investments and inventory burn-off. We expect FOCF to
debt between 17% and 20% in 2024, improving to between 22% and 25%
in 2025.
"We expect AAR's financial policy will become more aggressive. The
company suspended its dividend and share repurchases during the
COVID-19 pandemic to preserve cash. Over the past 12 months,
management has gradually increased efforts to reward shareholders
and added capabilities through mergers and acquisitions, acquiring
TRAX in 2023. We expect management to increase share repurchases
and dividends as cash flow increases. We assume $60 million in
share repurchases during the 2024 fiscal year. We also anticipate
that the company will pursue periodic bolt-on acquisitions.
The stable outlook on AAR reflects our expectations that credit
metrics will slightly improve in the near term, though it could be
limited if the company pursues a significant acquisition or more
share repurchases or dividends. Our forecast growth for MRO
services and the company's expanding parts distribution network
support credit metrics improvement, including FFO to debt above 40%
and leverage below 2x for fiscal 2023."
S&P could lower its rating on AAR over the next 12 months if credit
metrics weaken, including debt to EBITDA above 3x and FFO to debt
below 40%, and S&P expects them to remain there. This would likely
occur if:
-- MRO demand declines significantly due to material softening of
air traffic;
-- Management establishes a more aggressive financial policy; or
It makes a sizable debt-funded acquisition.
Though unlikely over the next 12 months, S&P could raise its rating
on AAR should FOCF to debt approach 40%, leverage goes below 3x,
and EBITDA margins improve. This would likely occur due to:
-- Increased demand within high-yielding parts supply and
maintenance segments;
-- Disciplined cost management; and
-- Management commits to maintaining a moderate financial policy.
ACRO BIOMEDICAL: Says Q3 Form 10-Q Filing Delayed
-------------------------------------------------
Acro Biomedical Co., Ltd. disclosed in a Form 12b-25 filed with the
Securities and Exchange Commission that the Company has determined
that the filing of its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, will be delayed.
According to the Company, the compilation, dissemination, and
review of the information required to be presented in the Form 10-Q
has imposed time constraints that have rendered timely filing of
the Form 10-Q impracticable without undue hardship and expense to
the Company.
Acro Biomedical has no full-time employees and requires additional
time to provide information necessary for the completion of the
Form 10-Q. The Company undertakes the responsibility to file such
report no later than five days after its original prescribed due
date.
About Acro Biomedical
Acro Biomedical Co., Ltd. has been engaged in the business of
developing and marketing nutritional products that promote wellness
and a healthy lifestyle. The Company's business to date has
involved the purchase of products from three suppliers in the
Republic of China. The Company sells product in bulk to companies
who may use its products as ingredients in their products or sell
the products they purchase from the Company to their own
customers.
Acro Biomedical reported a net loss of $15.87 million for the year
ended Dec. 31, 2022, compared to a net loss of $7.70 million on
$1.20 million of revenues for the year ended Dec. 31, 2021. As of
Dec. 31, 2022, the Company had $687,486 in total assets, $201,116
in total liabilities, and $486,370 in total stockholders' equity.
Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated July 21, 2023, citing that the Company had limited
cash as of Dec. 31, 2022, had limited gross profit and incurred a
loss from its operations for the year ended Dec. 31, 2022, and past
few years. These circumstances, among others, raise substantial
doubt about the Company's ability to continue as a going concern.
ADHERA THERAPEUTICS: Delays Filing of Q3 Form 10-Q Report
----------------------------------------------------------
Adhera Therapeutics, Inc. disclosed in a Form 12b-25 filed with the
Securities and Exchange Commission that the Company has determined
that the filing of its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, will be delayed.
According to the Company, it is unable to file the Quarterly Report
in a timely manner without unreasonable effort or expense, as the
Company is still waiting to receive the necessary financial
statements being prepared by an outside accounting firm in order to
complete the filing.
The Company expects to file the Form 10-Q on or prior to the fifth
calendar day following the prescribed due date.
About Adhera
Headquartered in Durham, NC, Adhera Therapeutics, Inc. (formerly
known as Marina Biotech, Inc.) -- http://www.adherathera.com-- is
an emerging specialty biotech company with a focus on drug
development and commercialization of "small molecule" drugs to
treat Parkinson's disease (PD) and Type 1 diabetes.
Adhera Therapeutics reported a net loss of $2.11 million in 2022,
compared to a net loss of $6.35 million in 2021. As of Dec. 31,
2022, the Company had $79,000 in total assets, $22.26 million in
total liabilities, and a total stockholders' deficit of $22.18
million.
Boca Raton, Florida-based Salberg & Company, P.A., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has no
revenues and has a net loss and net cash used in operations of
approximately $2.1 million and $1.4 million respectively, in 2022
and a working capital deficit, stockholders' deficit and
accumulated deficit of $22.2 million, $22.2 million and $55.8
million respectively, at Dec. 31, 2022. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
AEQUOR MGT: Unsecureds Get Share From Liquidation of Property
-------------------------------------------------------------
Aequor MGT, LLC and Aequor Holdings, LLC submitted a Joint Amended
Non-Consolidated Plan of Liquidation.
Class 6: Unsecured Claims will be treated as follows:
* Aequor Holdings. Each Unsecured Claim, to the extent Allowed,
will receive a pro-rata share of any distributions or payments from
the Proterra Causes of Action as potentially liquidated and
monetized pursuant to Section 5.6 hereof (and subject to the
sharing in the proceeds thereof as specified in said Section) and
from the liquidation by Aequor Holdings of any other property of
Aequor Holdings or its Estate remaining after any sales, transfers,
or releases of its property under this Plan.
* Aequor MGT. Each Unsecured Claim, to the extent Allowed, will
receive a pro-rata share of any distributions or payments from the
liquidation by Aequor MGT of all property of Aequor MGT and its
Estate remaining after any sales, transfers, or releases of its
property under this Plan, including any of the Settlement Funds
remaining after payment of any Allowed Priority Claims,
Administrative Claims, and IRS Priority Claim.
Class 6 is impaired under this Plan.
As a condition of the Effective Date, and in addition to any other
consideration provided in this Plan, one or more of the Released
Parties will pay to the Debtors the Settlement Funds, which, for
the avoidance of doubt, shall be free and clear of all liens,
claims, interests and encumbrances of all Creditors. The Settlement
Funds shall be allocated between the Debtors as follows: 36.99% to
Aequor Holdings and 63.01% to Aequor MGT. The Plan shall otherwise
be funded through various sales of assets and liquidation of causes
of action as otherwise provided for in this Plan.
Attorneys for the Debtors-in-Possession:
Davor Rukavina, Esq.
Thomas D. Berghman, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
3800 Ross Tower
500 N. Akard Street
Dallas, TX 75202-2790
Telephone: (214) 855-7500
Facsimile: (214) 978-4375
A copy of the Plan of Liquidation dated November 1, 2023, is
available at https://tinyurl.ph/XwOWA from PacerMonitor.com.
About Aequor Mgt
Aequor Mgt, LLC -- https://BurroSand.com/ -- claims to be the
lowest cost producer of 100 Mesh frac sand in the Permian Basin
serving oil and gas producers. The company is based in Tyler,
Texas.
Aequor Mgt and Aequor Holdings, LLC filed petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Lead
Case No. 23-60010) on Jan. 5, 2023. Aequor Mgt scheduled $57.7
million in total assets against $90.7 million in total
liabilities.
Judge Joshua P. Searcy oversees the cases.
The Debtors are represented by Davor Rukavina, Esq., at Munsch
Hardt Kopf & Harr, P.C.
AIR METHODS: Court OKs $155MM DIP Loan from Wilmington Savings
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Air Methods Corporation and affiliates
to use cash collateral and obtain postpetition financing, on a
final basis.
Air Methods is permitted to obtain postpetition financing from a
consortium of lenders led by Wilmington Savings Fund Society, FSB,
as administrative agent and collateral agent, consisting of:
(a) new money term loans in an aggregate principal amount of
$80 million from the DIP Lenders, of which $40 million will be
available immediately upon entry of the Interim Order, with the
remainder to be available subject to and upon entry of the Final
Order; and
(b) subject to entry of the Final Order, on the Roll-Up
Effective Date up to $75 million in aggregate principal amount of
the outstanding Term Loans held by the DIP Lenders will be deemed
substituted and exchanged for term loans under the DIP Credit
Agreement in an aggregate principal amount of up to $75 million on
a pro rata basis in accordance with the share of New Money DIP
Loans made by the DIP Lender and subject to the terms and
conditions of the DIP Credit Agreement, which DIP Rolled Up Loans
will be deemed funded on the Roll-Up Effective Date.
The DIP facility is due and payable through the earliest to occur
of (i) the date that is four months after the Closing Date, as such
date may be extended in accordance with the DIP Credit Agreement;
(ii) the effective date of any Chapter 11 Plan for the Borrower;
(iii) the consummation of a sale or other disposition of all or
substantially all assets of the Debtors, taken as a whole, under
Section 363 of the Bankruptcy Code; and (iv) the date of
acceleration or termination of the DIP Facility in accordance with
the terms of the DIP Documents.
The Debtors are required to comply with these milestones:
(i) No later than the later to occur of (i) the Support
Effective Date (as defined in the Restructuring Support Agreement)
and (ii) 11:59 p.m. (prevailing Eastern Time) on October 22, 2023,
the Debtors must commence the Solicitation;
(ii) No later than the later to occur of (i) the Support
Effective Date and (ii) 9 a.m. (prevailing Eastern Time) on October
23, 2023, the Debtors must file with the Bankruptcy Court voluntary
petitions for relief under chapter 11 of the Bankruptcy Code for
each of the Company Parties and any and all other documents
necessary to commence Chapter 11 Cases;
(iii) As soon as reasonably practicable after the Petition Date,
but in no event later than 11:59 p.m. (prevailing eastern time) on
the date that is two Business Days after the Petition Date, the
Debtors must file or cause to be filed the Plan and the Disclosure
Statement with the Bankruptcy Court;
(iv) No later than three Business Days after the Petition Date,
the Bankruptcy Court will have entered the Interim Order;
(v) No later than 43 days after the Petition Date, the Debtors
will have filed the Plan Supplement with the Bankruptcy Court;
(vi) No later than 50 days after the Petition Date, the Voting
Deadline will have occurred;
(vii) No later than 55 days after the Petition Date, the
Bankruptcy Court will have entered an Acceptable Confirmation
Order; and
(viii) No later than 11:59 p.m. (prevailing Eastern Time) on
December 29, 2023, the Plan Effective Date will have occurred.
The Debtors obtained term and revolving loans pursuant to a credit
agreement with Royal Bank of Canada, as administrative agent and
collateral agent, dated April 21, 2017.
As of the Petition Date, the Debtors were indebted to the
Prepetition Secured Parties in the aggregate principal amount of
not less than (a) $1.175 billion of the outstanding Prepetition
Term Loans, (b) $115.9 million of the outstanding Revolving Loans,
and (c) $9.182 million of the outstanding Letter of Credit Usage.
The Debtors have an immediate and critical need to obtain the DIP
Financing and use Prepetition Collateral to permit, among other
things, the orderly continuation of the operation of their
businesses, maintain business relationships with vendors, suppliers
and customers, make payroll, make capital expenditures, satisfy
other working capital and operational needs, and fund Chapter 11
expenses.
As adequate protection for the use of cash collateral, the
Prepetition Administrative Agent, for itself and for the benefit of
the Prepetition Lenders, is granted a valid, perfected replacement
security interest in and lien upon all of the DIP Collateral.
The Prepetition Administrative Agent, for itself and for the
benefit of the Prepetition Lenders, is granted an allowed
superpriority administrative expense claim on account of the
Prepetition Secured Parties' Adequate Protection Claims as provided
for in section 507(b) of the Bankruptcy Code.
A copy of the order is available at https://urlcurt.com/u?l=qimjGY
from PacerMonitor.com.
About Air Methods Corporation
Founded in 1980, Air Methods is a provider of air medical emergency
services in the United States, providing more than 100,000
transports per year while offering clinical quality, safety, and
life-saving care to patients across the country. Headquartered in
Greenwood Village, Colorado, the Company operates a fleet of
approximately 390 helicopters and fixed-wing aircraft serving 47
states from over 275 bases located in 40 different states.
Air Methods Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90886) on October 24, 2023. In the petition signed by
Christopher J. Brady, as authorized signatory, Air Methods
disclosed up to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the case.
Weil, Gotshal & Manges LLP represents the Debtors as legal counsel.
The Debtors also tapped Lazard Freres $ Co. LLC as investment
banker, Alvarez & Marsal as financial advisor, and Epiq Corporate
Restructuring, LLC as claims, noticing & solicitation agent and
administrative advisor.
AKUMIN INC: Delays Filing of Third Quarter Report on Form 10-Q
--------------------------------------------------------------
Akumin Inc. disclosed in a Form 12b-25 filed with the Securities
and Exchange Commission that the Company has determined that the
filing of its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023, will be delayed.
On October 11, 2023, Akumin's information technology network was
affected by ransomware. Upon becoming aware, the Company took quick
action to secure its networks, including shutting down systems. As
such, certain systems and functionalities used in financial
reporting were not available for a period of time.
As a result, the Company is unable to complete and file the Form
10-Q by the prescribed due date without unreasonable effort and
expense. On November 2, 2023, the Company had then restored the
majority of its systems.
The Company intends to file the Form 10-Q as soon as practicable
and currently anticipates filing the Form 10-Q on or before
December 15, 2023; however, there can be no assurance with respect
to the timing of completion of the filing.
Akumin and certain of its affiliates on October 22, 2023, filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of Texas. Prior to the filing, the Company entered into a
Restructuring Support Agreement, dated October 20, 2023, between
the Company, certain of its affiliates and subsidiaries, and the
other parties. As set forth in the RSA, the parties have agreed to
the principal terms of a financial restructuring of the Company to
be implemented through a prepackaged Chapter 11 plan of
reorganization.
The Company intends to implement the Restructuring during the
Chapter 11 Cases.
The filing of the Chapter 11 Cases constitutes an event of default
under these debt instruments of the Debtors:
* The Revolving Credit Agreement, dated as of November 2,
2020, as amended by that certain Amendment No. 1, dated as of
February 8, 2021, Amendment No. 2, dated as of July 26, 2021,
Amendment No. 3 & Waiver, dated as of September 11, 2021, and
Amendment No. 4 & Waiver, dated as of October 22, 2021 (as has been
and may be further amended, supplemented, or otherwise modified
from time to time), by and among the Company, as borrower, certain
subsidiaries of the Company. as guarantors, PNC Bank, National
Association, as successor to BBVA USA, as administrative agent and
collateral agent, and the lenders from time to time party thereto,
which is comprised of a revolving credit facility in an aggregate
principal amount of $55 million;
* The Indenture dated November 2, 2020, as supplemented by
that certain First Supplemental Indenture, dated as of February 11,
2021, Second Supplemental Indenture, dated as of July 30, 2021, and
Third Supplemental Indenture, dated as of September 1, 2021 (as may
be further amended, restated, supplemented, or otherwise modified
from time to time), by and among the Company, as issuer, the
Guarantors, as guarantors, and UMB Bank, National Association, as
trustee and collateral agent in respect of the issuance of $475
million of aggregate principal amount of notes;
* The Indenture dated August 9, 2021, as supplemented by that
certain First Supplemental Indenture, dated as of September 1, 2021
(as may be further amended, restated, supplemented, or otherwise
modified from time to time), by and among Akumin Escrow Inc. (whose
obligations were assumed by the Company), as issuer, the
Guarantors, as guarantors, and UMB Bank, National Association, as
trustee and collateral agent in respect of the issuance of $375
million of aggregate principal amount of notes; and
* The PIK Toggle Series A Note dated September 1, 2021 (as
amended, restated, supplemented, or otherwise modified from time to
time), issued by Akumin Operating Corp., a wholly owned subsidiary
of the Company, to Stonepeak Magnet Holdings LP in the initial
principal amount of $340 million.
The Debt Instruments provide that, as a result of the Chapter 11
Cases, the principal and interest due thereunder shall be
immediately due and payable without notice from the lenders
thereunder. Any efforts to enforce such payment obligations under
the Debt Instruments are automatically stayed as a result of the
Chapter 11 Cases, and the lenders' rights to enforce the Debt
Instruments are subject to the applicable provisions of the
Bankruptcy Code.
About Akumin
Akumin Inc. -- https://www.akumin.com/ -- provides fixed-site
outpatient diagnostic imaging services through a network of owned
and/or operated imaging locations; and outpatient radiology and
oncology services and solutions to approximately 1,000 hospitals
and health systems across 48 states. Its imaging procedures include
magnetic resonance imaging ("MRI"), computerized tomography ("CT"),
positron emission tomography, ultrasound, diagnostic radiology
(X-ray), mammography, and other related procedures. Akumin's cancer
care services include a full suite of radiation therapy and related
offerings.
Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22,
2023. The petitions were signed by Riadh Zine, the Debtors' chief
executive officer. As of June 30, 2023, Akumin Inc. listed total
assets of $1,635,742,000 and total debts of $1,635,186,000.
The Hon. Christopher M Lopez presides over the cases.
The law firm of Dorsey & Whitney LLP, serves as the Debtors'
general bankruptcy counsel; Jackson Walker LLP, as their
co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial
advisors; the law firm of Stikeman Elliott LLP, as special Canadian
counsel; Leerink Partners as investment banking firm; and Epiq
Corporate Restructuring LLC, as their noticing and claims agent.
Ronald J. Bienias, Partner and Managing Director of AlixPartners,
serves as the Debtors' chief restructuring officer.
Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason
Rubin, serves as counsel to the ad hoc group comprised of
beneficial holders of Prepetition 2025 Notes and Prepetition 2028
Notes.
King & Spalding LLP's Thad Wilson and Britney Baker serve as
counsel to the Prepetition RCF Agent.
Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP
Lender, Stonepeak.
AKUMIN INC: Hires Ronald Bienias of AlixPartners LLP as CRO
-----------------------------------------------------------
Akumin Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
employ AlixPartners, LLP and designate Ronald J. Bienias as its
chief restructuring officer.
The firm will render these services:
a. prepare budgets and 13-week cash forecasts and evaluate
variances thereto, as required by the Debtors' lenders and plan
sponsor;
b. communicate with, and meet information needs of, the
Debtors' various constituencies, including potential exit lenders;
c. assist the Debtors with the financial reporting
requirements attendant to a bankruptcy filing, including, but not
limited to, court orders, court-approved transactions, emergence,
and fresh-start accounting;
d. develop the Debtors' revised business plan, and such other
related forecasts as may be required by the Debtors' lenders in
connection with negotiations or by the Debtors for other corporate
purposes;
e. develop a short-term cash disbursement plan designed to
minimize cash requirements while maintaining the efficiency of
operations, sustaining vendor relationships, and minimizing the
impact on the Debtors' customer base;
f. prepare for and file a bankruptcy petition, coordinating
and providing administrative support for the proceeding and
developing the Debtors' plan of reorganization or other appropriate
case resolution, if necessary;
g. in connection with a bankruptcy, prepare (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 analysis, (v) a claims
analysis, and (vi) monthly operating reports and other regular
reporting required by the United States Bankruptcy Court, as
necessary;
h. coordinate the Debtors' professionals assigned to sourcing,
negotiating and implementing any financing, including
debtor-in-possession and exit financing facilities, in conjunction
with the plan of reorganization and the overall restructuring;
i. manage 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;
j. create and communicate materials for diligence purposes and
manage the flow of information to potential acquirers in connection
a potential sale of the Debtors' assets; and
k. assist with such other matters as may be requested by the
Debtors and are mutually agreeable.
AlixPartners’ current standard hourly rates are as follows:
Partner & Managing Director $1,140 - $1400
Partner $1,115
Director $880 - $1,070
Senior Vice President $735 - $860
Vice President $585 - $725
Consultant $215 - $565
Paraprofessional $360 - 380
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received a retainer of $250,000.
Ronald Bienias, a partner and managing director 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:
Ronald J. Bienias
AlixPartners, LLP
300 N La Salle St #1800
Chicago, IL 60601
Phone: (312) 346-2500
Email: jbienias@alixpartners.com
About Akumin
Akumin Inc. -- https://www.akumin.com -- provides fixed-site
outpatient diagnostic imaging services through a network of owned
and/or operated imaging locations; and outpatient radiology and
oncology services and solutions to approximately 1,000 hospitals
and health systems across 48 states. Its imaging procedures include
magnetic resonance imaging ("MRI"), computerized tomography ("CT"),
positron emission tomography, ultrasound, diagnostic radiology
(X-ray), mammography, and other related procedures. Akumin's cancer
care services include a full suite of radiation therapy and related
offerings.
Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22,
2023. The petitions were signed by Riadh Zine, the Debtors' chief
executive officer. As of June 30, 2023, Akumin Inc. listed total
assets of $1,635,742,000 and total debts of $1,635,186,000.
The Hon. Christopher M Lopez presides over the cases.
The law firm of Dorsey & Whitney LLP, serves as the Debtors'
general bankruptcy counsel; Jackson Walker LLP, as their
co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial
advisors; the law firm of Stikeman Elliott LLP, as special Canadian
counsel; Leerink Partners as investment banking firm; and Epiq
Corporate Restructuring LLC, as their noticing and claims agent.
Ronald J. Bienias, Partner and Managing Director of AlixPartners,
serves as the Debtors' chief restructuring officer.
Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason
Rubin, serves as counsel to the ad hoc group comprised of
beneficial holders of Prepetition 2025 Notes and Prepetition 2028
Notes.
King & Spalding LLP's Thad Wilson and Britney Baker serve as
counsel to the Prepetition RCF Agent.
Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP
Lender, Stonepeak.
AKUMIN INC: Seeks to Hire Dorsey & Whitney as Bankruptcy Counsel
----------------------------------------------------------------
Akumin Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Dorsey & Whitney LLP as their attorneys.
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 post-petition
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.
The firm will be paid at these hourly rates:
Partners $745 - $1,250
Associates $525 - $735
Paraprofessionals $365 - $465
the Debtors paid an initial retainer in the amount of $650,000.
Dorsey & Whitney LLP, Esq., a partner at Dorsey & Whitney 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:
Eric Lopez Schnabel, Esq.
DORSEY & WHITNEY LLP
51 West 52nd Street
New York, NY 10019
Telephone: (212) 415-9200
Facsimile: (212) 953-7201
Email: schnabel.eric@dorsey.com
About Akumin
Akumin Inc. -- https://www.akumin.com -- provides fixed-site
outpatient diagnostic imaging services through a network of owned
and/or operated imaging locations; and outpatient radiology and
oncology services and solutions to approximately 1,000 hospitals
and health systems across 48 states. Its imaging procedures include
magnetic resonance imaging ("MRI"), computerized tomography ("CT"),
positron emission tomography, ultrasound, iagnostic radiology
(X-ray), mammography, and other related procedures. Akumin's cancer
care services include a full suite of radiation therapy and related
offerings.
Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22,
2023. The petitions were signed by Riadh Zine, the Debtors' chief
executive officer. As of June 30, 2023, Akumin Inc. listed total
assets of $1,635,742,000 and total debts of $1,635,186,000.
The Hon. Christopher M Lopez presides over the cases.
The law firm of Dorsey & Whitney LLP, serves as the Debtors'
general bankruptcy counsel; Jackson Walker LLP, as their
co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial
advisors; the law firm of Stikeman Elliott LLP, as special Canadian
counsel; Leerink Partners as investment banking firm; and Epiq
Corporate Restructuring LLC, as their noticing and claims agent.
Ronald J. Bienias, Partner and Managing Director of AlixPartners,
serves as the Debtors' chief restructuring officer.
Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason
Rubin, serves as counsel to the ad hoc group comprised of
beneficial holders of Prepetition 2025 Notes and Prepetition 2028
Notes.
King & Spalding LLP's Thad Wilson and Britney Baker serve as
counsel to the Prepetition RCF Agent.
Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP
Lender, Stonepeak.
AKUMIN INC: Seeks to Hire Leerink Partners as Financial Advisor
---------------------------------------------------------------
Akumin Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Leerink Partners LLC as their financial advisor.
The firm will render these services:
(a) assist the Debtors in analyzing and evaluating the
business, operations and financial position of the Debtors,
including conducting such financial studies and analyses that
Leerink Partners determines, in its professional judgment, are
reasonable and customary in connection with the evaluation of any
proposed Transaction;
(b) assist the Debtors in its analysis and consideration of
financing alternatives to the Debtors, including if necessary,
debtor-in-possession financing;
(c) provide oral, written testimony, and related support, as
necessary, with respect to matters on which Leerink Partners has
been engaged to advise the Debtors in any proceedings before the
Bankruptcy Court;
(d) assist the Debtors in analyzing and evaluating
transactional strategic alternatives available to the Debtors;
(e) assist the Debtors in identifying, approaching, and the
screening of interested potential purchasers;
(f) assist the Debtors in evaluating proposals that are
received from potential purchasers;
(g) assist the Debtors in structuring and negotiating a
Transaction; and
(h) meet with the Debtors and its Board of Directors (or
equivalent governing body) to discuss a proposed Transaction.
The firm will be compensated as follows:
(a) Retainer Fee. A fee, earned at the time of signing the
Engagement Letter and payable within one business day following the
date of signing of the Engagement Letter, equal to $500,000.
(b) Monthly Fee. A monthly fee, initially payable on Nov. 1,
2023 and subsequently on the first business day of each month
thereafter, equal to $25,000.
(c) Stonepeak Transaction Fee. A fee equal to $1,875,000
payable upon the closing of a Transaction that results in Stonepeak
or its affiliates owning greater than 50 percent of the Company.
100 percent of the amount of the Retainer Fee and the Monthly Fee
as contemplated in (a) and (b) above shall be credited (to the
extent previously paid) against the Stonepeak Transaction Fee.
(d) Alternative Transaction Fee. In the case of a Transaction
with a counterparty other than Stonepeak or its affiliates, a fee
equal to $1,875,000 plus (B) 5 percent of any cash proceeds above
$25,000,000 to be received by the Company or its shareholders
(excluding proceeds from a DIP financing) payable upon the closing
of any such Transaction. 100 percent of the amount of the Retainer
Fee and the Monthly Fee as contemplated in (a) and (b) above shall
be credited (to the extent previously paid) against the Alternative
Transaction Fee.
(e) Expenses. In addition to any fees that may be paid to
Leerink hereunder, whether or not any Transaction occurs, the
Debtors will reimburse Leerink for all reasonable and documented
out-of-pocket expenses and the reasonable fees and expenses of
Leerink's counsel, subject to the Debtors' prior approval of
cumulative expenditures in excess of $115,000.
Robert Jackey, senior managing director of Leerink Partners LLC,
attests that his firm does not hold any interest adverse to the
Debtors' estates, and is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code, as required by section
327(a) of the Bankruptcy Code.
The firm can be reached through:
Robert Jackey, Esq.
Leerink Partners
53 State Street, 40th Floor
Boston, MA 02109
Phone: (617) 918-4000
About Akumin
Akumin Inc. -- https://www.akumin.com -- provides fixed-site
outpatient diagnostic imaging services through a network of owned
and/or operated imaging locations; and outpatient radiology and
oncology services and solutions to approximately 1,000 hospitals
and health systems across 48 states. Its imaging procedures include
magnetic resonance imaging ("MRI"), computerized tomography ("CT"),
positron emission tomography, ultrasound, diagnostic radiology
(X-ray), mammography, and other related procedures. Akumin's cancer
care services include a full suite of radiation therapy and related
offerings.
Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22,
2023. The petitions were signed by Riadh Zine, the Debtors' chief
executive officer. As of June 30, 2023, Akumin Inc. listed total
assets of $1,635,742,000 and total debts of $1,635,186,000.
The Hon. Christopher M Lopez presides over the cases.
The law firm of Dorsey & Whitney LLP, serves as the Debtors'
general bankruptcy counsel; Jackson Walker LLP, as their
co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial
advisors; the law firm of Stikeman Elliott LLP, as special Canadian
counsel; Leerink Partners as investment banking firm; and Epiq
Corporate Restructuring LLC, as their noticing and claims agent.
Ronald J. Bienias, Partner and Managing Director of AlixPartners,
serves as the Debtors' chief restructuring officer.
Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason
Rubin, serves as counsel to the ad hoc group comprised of
beneficial holders of Prepetition 2025 Notes and Prepetition 2028
Notes.
King & Spalding LLP's Thad Wilson and Britney Baker serve as
counsel to the Prepetition RCF Agent.
Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP
Lender, Stonepeak.
AKUMIN INC: Seeks to Hire Stikeman Elliott as Canadian Counsel
--------------------------------------------------------------
Akumin Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Stikeman Elliott LLP as its special Canadian counsel.
The firm's services include:
a. together with the Debtors' external US counsels, advising
the Debtors as to strategic, operational and administrative matters
associated with the transactions under the chapter 11 cases,
including the drafting, reviewing and assisting with the
transaction and restructuring documentation relating thereto;
b. facilitating and coordinating due diligence efforts by the
Debtors' various stakeholders in connection with the transactions
under the chapter 11 cases, including by populating the virtual
data room and coordinating access;
c. assisting with Canadian conditions precedent and conditions
subsequent documents for the Debtors including any post completion
and compliance filings required in Canada; and
d. advising on general Canadian securities law and Toronto
Stock Exchange related matters.
Stikeman Elliott will be paid at these hourly rates:
Partners $750-$1425
Associates $400-$750
Stikeman received a retainer in the amount of $900,000.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the U.S. Trustee Fee
Guidelines:
Question: Did the firm agree to any variations from, or
alternatives to, Stikeman Elliott's standard billing arrangements
for this engagement?
Answer: No. The firm and the Debtors have not agreed to any
variations from, or alternatives to, the firm's standard billing
arrangements for this type of mandate. The rate structure provided
by the firm is appropriate and is not significantly different from
(a) the rates that the firm charges for other non-bankruptcy
representatives, or (b) the rates of other comparably skilled
professionals for this type of mandate.
Question: Do any of the firm professionals in this engagement
vary their rate based on the geographical location of the Debtors'
chapter 11 cases?
Answer: No. The hourly rates used by the firm in representing
the Debtors are consistent with the rates that the firm charges
other comparable chapter 11 clients in similar circumstances,
regardless of the location of the chapter 11 case.
Question: If the firm has represented the Debtors or the Special
Committees in the 12 months prepetition, disclose the firm's
billing rates and material financial terms for the prepetition
engagement, including any adjustments during the 12 months
prepetition. If the firm's billing rates and material financial
terms have changed postpetition, explain the difference and the
reasons for the difference.
Answer: My hourly rate for this mandate is $1,425. The rates of
other partner attorneys in the firm expected to work on this
mandate range from approximately $750 to $900 an hour and the rates
of associate attorneys in the firm range from approximately $400 to
$750 per hour. The firm represented the Debtors on this mandate
during the weeks immediately before the Petition Date, using the
foregoing hourly rates.
Question: Have the Debtors approved the firm's budget and
staffing plan, and if so, for what budget period?
Answer: The firm has not prepared a budget and staffing plan
Deepak Rajpal, Esq., partner at Stikeman Elliott, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Stikeman Elliott can be reached at:
Deepak Rajpal, Esq.
STIKEMAN ELLIOTT LLP
1155 Rene-Levesque Blvd. West
41st Floor Montreal
Quebec H3B 3V2, Canada
Tel: (514) 397-3000
Fax: (514) 397-3222
About Akumin
Akumin Inc. -- https://www.akumin.com -- provides fixed-site
outpatient diagnostic imaging services through a network of owned
and/or operated imaging locations; and outpatient radiology and
oncology services and solutions to approximately 1,000 hospitals
and health systems across 48 states. Its imaging procedures include
magnetic resonance imaging ("MRI"), computerized tomography ("CT"),
positron emission tomography, ultrasound, diagnostic radiology
(X-ray), mammography, and other related procedures. Akumin's cancer
care services include a full suite of radiation therapy and related
offerings.
Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22,
2023. The petitions were signed by Riadh Zine, the Debtors' chief
executive officer. As of June 30, 2023, Akumin Inc. listed total
assets of $1,635,742,000 and total debts of $1,635,186,000.
The Hon. Christopher M Lopez presides over the cases.
The law firm of Dorsey & Whitney LLP, serves as the Debtors'
general bankruptcy counsel; Jackson Walker LLP, as their
co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial
advisors; the law firm of Stikeman Elliott LLP, as special Canadian
counsel; Leerink Partners as investment banking firm; and Epiq
Corporate Restructuring LLC, as their noticing and claims agent.
Ronald J. Bienias, Partner and Managing Director of AlixPartners,
serves as the Debtors' chief restructuring officer.
Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason
Rubin, serves as counsel to the ad hoc group comprised of
beneficial holders of Prepetition 2025 Notes and Prepetition 2028
Notes.
King & Spalding LLP's Thad Wilson and Britney Baker serve as
counsel to the Prepetition RCF Agent.
Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP
Lender, Stonepeak.
ALLIED RECYCLING: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------
Debtor: Allied Recycling, Inc.
5805 Chiquita Blvd S
Cape Coral, FL 33914
Chapter 11 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-01400
Debtor's Counsel: Leon Williamson, Esq.
WILLIAMSON LAW FIRM
306 S Plant Ave Ste B
Tampa, FL 33606
Tel: (813) 385-7877
Email: leon@lwilliamsonlaw.com
Total Assets as of Sept. 30, 2023: $2,134,337
Total Liabilities as of Sept. 30, 2023: $9,675,029
The petition was signed by Todd Adamson as vice-president.
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/AJTNFBQ/Allied_Recycling_Inc__flmbke-23-01400__0001.0.pdf?mcid=tGE4TAMA
ALPINE 4 HOLDINGS: Delays Financial Report for Sept. 30 Quarter
---------------------------------------------------------------
Alpine 4 Holdings, Inc. disclosed in a Form 12b-25 filed with the
Securities and Exchange Commission that the Company is unable to
file its Form 10-Q for the fiscal quarter ended September 30, 2023,
within the prescribed period without unreasonable effort or
expense.
During the quarter ended September 30, 2023, the Company
experienced a turnover of certain members of the internal
accounting staff, including the Corporate Controller and several
subsidiary Controllers. Additionally, following the quarter ended
September 30, 2023, the Company's accounting staff has expended
significant time working on capital raising transactions, including
updating and amending a Form S-1 registration statement (File No.
333-273744) filed pursuant to the Securities Act of 1933.
The preparation of the Form 10-Q for the fiscal quarter ended
September 30, 2023, was delayed due to the need for the Company's
accounting staff to absorb the duties of the terminated staff, as
well as the significant amount of time the accounting staff
expended during and after the close of the quarter in negotiating
and providing information in connection with the capital raising
transactions, as well as updating the S-1. As such, the Company
requires additional time to complete and file the Form 10-Q.
In accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company will file its Third Quarter Form 10-Q as soon as
practicable. There can be no guarantee that the review of the
financial statements will be completed on a timely basis, which
could result in the quarterly report not being filed within the
five additional days provided by the Rule 12b-25.
About Alpine 4
Alpine 4 Holdings, Inc. (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators. Alpine 4 Holdings' Class A common stock is traded on
The Nasdaq Capital Market under the symbol ALPP.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $145.63 million in total assets, $75.64 million in total
liabilities, and $69.99 million in total stockholders' equity.
Phoenix, Arizona-based RSM US LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 5, 2023, citing that the Company has suffered recurring losses
from operations and recurring negative cash flows from operations.
This raises substantial doubt about the Company's ability to
continue as a going concern.
ALPINE 4 HOLDINGS: Secures $1.05 Million Cash Advance from MFG
--------------------------------------------------------------
Alpine 4 Holdings, Inc. disclosed in a Form 8-K Report filed with
the Securities and Exchange Commission that on November 8, 2023,
the Company and certain of its subsidiaries entered into a Standard
Merchant Cash Advance Agreement for gross proceeds of $1,050,000
with Meged Funding Group, an unrelated third-party financial
institution, for the purchase and sale of future receipts pursuant
to which the Company sold in the aggregate $1,480,500 in future
receipts of the Company and the Borrowers for gross proceeds of
$1,050,000.
Under the terms of the MFG Cash Advance Agreement, until the
purchase price has been repaid, the Company must pay $56,942.30
each week for 26 weeks with the first payment being due November
13, 2023. The financing arrangement is secured by an interest in
collateral of select subsidiaries that had no other banking
encumbrances, as well as that of the holding company itself, that
is defined as collectively: (a) all accounts, including without
limitation, all deposit accounts, accounts-receivable, and other
receivables, as those terms are defined by Article 9 of the Uniform
Commercial Code, now or hereafter owned or acquired by any
Borrower; and (b) all proceeds, as that term is defined by Article
9 of the UCC.
Prior to the entry into the MFG Cash Advance Agreement, there had
been no previous relationship between the Company or any of its
subsidiaries and MFG. Due to delays in the anticipated closing of
the sale of the Company's shares and warrants pursuant to this
registration statement, the financing was deemed necessary for
working capital purposes.
About Alpine 4
Alpine 4 Holdings, Inc. (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators. Alpine 4 Holdings' Class A common stock is traded on
The Nasdaq Capital Market under the symbol ALPP.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $145.63 million in total assets, $75.64 million in total
liabilities, and $69.99 million in total stockholders' equity.
Phoenix, Arizona-based RSM US LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 5, 2023, citing that the Company has suffered recurring losses
from operations and recurring negative cash flows from operations.
This raises substantial doubt about the Company's ability to
continue as a going concern.
AMC NETWORKS: Moody's Cuts CFR to B1 & Senior Secured Debt to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded AMC Networks Inc.'s corporate
family rating to B1 from Ba2, its probability of default rating to
B1-PD from Ba2-PD, and the rating on the senior secured bank credit
facilities, to Ba1 from Baa2. Moody's, also downgraded the rating
on AMC Networks' senior unsecured notes to B2 from Ba3. AMC
Networks' SGL-1 Speculative Grade Liquidity rating is unchanged.
The outlook for AMC Networks is maintained negative.
Demographics and societal trends, and financial strategy and risk
management were key drivers of the rating action. Over the next two
years, Moody's expects AMC Networks to face continued declining
revenue and profitability. In addition, Moody's believes that there
is limited visibility as to when the operating performance of AMC
Networks will stabilize. The declining operating trends and the
limited visibility are largely driven by secular pressures
resulting from changes in viewing habits and the way entertainment
is being consumed. For the past several years, AMC Networks has
been experiencing declining linear subscriber trends impacting its
once predictable revenue and profitability.
For 2024 and 2025, Moody's projects this annual decline in linear
subscribers will remain elevated in the high single digits
negatively impacting domestic subscription revenue, which Moody's
project will be partially offset by growth in the company's direct
to consumer (DTC) initiatives. Meanwhile, governance risk reflects
financial policies that have not yet addressed a long term funding
solution for the company's August 2025 debt maturities which would
pressure liquidity if not refinanced. For year-end 2024, Moody's
projects AMC Networks' total debt-to-EBITDA and net debt-to-EBITDA
(inclusive of Moody's adjustments) will be 4.0x and 2.5x,
respectively.
RATINGS RATIONALE
AMC Networks' B1 CFR reflects the secular pressures facing linear
television, AMC Networks' competitive positioning, and the
company's scale relative to its peer group. The television
landscape is rapidly changing with continued subscriber migration
from linear services to streaming platforms. This rapid migration
has caused operating pressures negatively impacting revenue and
profitability. In addition, Moody's rating reflects the company's
risk exposure to revenue concentration largely driven by a handful
of successful shows, high leverage on a gross basis, and event
risks associated with the controlling stake in AMC Networks owned
by the Dolan family.
The ratings benefit from solid free cash flow expected in 2024,
brand recognition, proven ability to consistently deliver high
quality content and ratings to targeted audiences with demographics
that appeals to both advertisers and distributors, and very good
near term liquidity.
Moody's expects AMC Networks to maintain very good liquidity over
the next twelve to fifteen months. This is supported by around $955
million in cash, full availability under the company's $400 million
undrawn revolving credit facility expiring in February 2026 and
Moody's expectation for about $190 million in free cash flow in
2023 and around $250 million in 2024.
The credit facility is governed by a maximum net debt-to-operating
cash flow ratio of 5.0x and a minimum operating cash
flow-to-interest expense covenant of 2.5x, for which Moody's
expects ample cushion over the next year. For 2023 and 2024,
Moody's expect AMC Networks to have sufficient liquidity such that
it will not need to draw down its revolver to fund its operating
needs and capital expenditure requirements.
AMC Networks' ESG Credit Impact Score was changed to CIS-4 from
CIS-3, mainly driven by social and governance risks. CIS-4
indicates the rating is lower than it would have been if ESG risk
exposures did not exist. The credit impact score reflects the
ongoing secular shift of consumers from traditional linear pay-TV
bundled service towards DTC streaming. The company ability to
offset the operating pressures from this shift is increasingly
uncertain. From a governance perspective, financial policies have
not yet addressed a long term funding solution for the company's
August 2025 debt maturities, which would pressure liquidity if not
refinanced.
The negative outlook reflects Moody's expectations for (i)
declining revenue and profitability, (ii) limited visibility as to
when the transition of the business model will result in stabilized
operating performance and (iii) the potential for reduced liquidity
if the 2025 maturities are not refinanced
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company successfully
transitions the business model to DTC such that the overall
subscriber base stabilizes and it achieves sustained organic
revenue and EBITDA growth; the company maintains at least good
liquidity while achieving a long term funding solution to address
its 2025 debt maturities; and debt-to-EBITDA is sustained below
3.0x (including Moody's adjustments).
The ratings could be downgraded if the company's operating
performance or liquidity further weakens and there is an inability
to offset subscriber losses with growth in DTC without an attendant
reduction in leverage; debt-to-EBITDA is sustained above 4.0x
(including Moody's adjustments); or the company fails to refinance
2025 debt maturities well in advance of maturities.
Headquartered in New York, New York, AMC Networks Inc. supplies
television programming to pay-TV service providers throughout the
United States. The company predominantly operates five
entertainment programming networks - AMC, WE tv, IFC, Sundance TV
and BBC America. Revenue for the LTM September 30, 2023 was
approximately $3.0 billion.
AMERICAN AIRLINES: Fitch Gives BB- Rating on New Sr. Secured Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR3' rating to American
Airlines, Inc.'s proposed senior secured notes.
American announced a new senior secured note issuance, the proceeds
of which will be used in conjunction with its recently announced
term loan to refinance or partly refinance its 11.75% notes due in
2025. The proposed notes and term loan 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, SGR 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 4.6x as of Sept. 30, 2023, which
remains high for the rating. Fitch expects leverage to trend lower
going forward.
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
(GC) 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 AIRLINES: Moody's Rates New Senior Secured Notes 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new backed
senior secured notes that American Airlines, Inc. ("American")
launched earlier. The new notes will mature in May 2029. American
will use the proceeds of the notes, along with the proceeds of the
new $750 million term loan American is arranging this week, to
refinance its 11.75% backed senior secured notes due July 15, 2025.
American Airlines Group Inc. ("Parent"), parent of American will
guaranty the new note and loan obligations. Slots, gates and routes
("SGR") that the company uses in certain of its international
operations, which include to provide nonstop scheduled services to
certain airports in Mexico, Australia, Canada, the Caribbean,
Central America, China, Hong Kong, Japan, South Korea, and
Switzerland will secure the notes and the term loan on a
first-lien, pari passu basis. This collateral currently secures the
company's 11.75% notes. The new notes and the new loan will also be
secured on a second lien basis by SGR the company uses in its
trans-Atlantic service to the UK and EU. The second lien will fall
away if the existing 11.75% notes are refinanced in their entirety.
The B1 Corporate Family rating and the stable outlook assigned to
Parent are unaffected by the issuance of the new notes and the new
loan.
The stable outlook reflects Moody's expectation for improving
operating performance and financial results over the next 12 to 24
months, which would increase operating margin to about 6% and
reduce debt/EBITDA below 6x.
RATINGS RATIONALE
The Parent's B1 CFR reflects American's strong business profile,
supported by its expansive domestic and international networks,
improved airline operations, Moody's expectations that credit
metrics will strengthen through 2024 and the company's very good
liquidity. Projected free cash flow of at least $2 billion annually
will be essential for achieving the debt reduction Moody's expects.
The durability of air travel demand, in volume and pricing, will
ultimately determine whether the company can afford the significant
increases in labor expense that accompanies the new pilot contract
agreed earlier this year.
Liquidity remains very good. American closed the third quarter of
2023 with $10.6 billion of cash and short-term investments. Free
cash flow was $3.4 billion in the first nine months of 2023. The
$2.8 billion of revolvers remain undrawn.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if Moody's expects debt/EBITDA will
be sustained below 5x and funds from operations plus
interest-to-interest approaches 4x. The ratings could be downgraded
if Moody's expects cash plus revolver availability to fall below $8
billion, debt/EBITDA to be sustained above 6x or EBIT margin to be
sustained below 7%.
The principal methodology used in this rating was Passenger
Airlines published in August 2021.
American Airlines Group Inc. is the holding company for American
Airlines, Inc. and regional subsidiaries, Envoy, PSA and Piedmont.
Revenue was $49 billion in 2022.
AMERICAN AIRLINES: S&P Rates New $750MM Senior Secured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to American Airlines Inc.'s proposed $750 million
senior secured notes due 2029. The '1' recovery rating indicates
its expectation for very high (90%-100%; rounded estimate: 95%)
recovery in the event of a default.
The proposed notes will rank pari passu and have the same
collateral as the company's new $750 million term loan B due 2029.
The security package includes a first-lien claim on takeoff and
landing slots, foreign gate leaseholds, and route authorities (SGR)
at certain airports in Mexico, Australia, Canada, the Caribbean,
Central America, China, Hong Kong, Japan, South Korea, and
Switzerland. There is also a second lien on security interests in
certain SGR assets in the European Union and the U.K. The company
will use the proceeds from this issuance and the new term loan B to
repay a like amount of its 11.75% senior notes due 2025 (which are
secured by the same collateral). The second-lien security will be
released once the 11.75% notes are satisfied and discharged in
full, which we incorporate in our ratings on the new term loan and
proposed notes.
S&P said, "Our 'B+' issuer credit rating on American Airlines Group
Inc. is unchanged, though the planned financing will help reduce
the refinancing risk associated with its large 2025 debt
maturities. The company repaid about $500 million of its 11.75%
senior secured notes over the past quarter through open-market
purchases. A full refinancing of these notes, which total about $2
billion, would reduce American's debt obligations in 2025 by about
28%. That said, the company's debt due 2025 would remain
substantial at just over $5 billion under this scenario, including
$1.9 billion in AAdvantage financing-related debt amortization,
$1.8 billion in other amortization (namely enhanced equipment trust
certificates [EETCs]), $1 billion of convertible notes, and about
$500 million of unsecured debt. In our view, the company remains
sensitive to a potential deterioration in airline industry
conditions that could weaken its cash flows and access to the
credit markets."
AMERICAN PHYSICIAN: Unsecureds to Recover 0.4% of Claims in Plan
----------------------------------------------------------------
American Physician Partners, LLC, and its Affiliated Debtors
submitted an Amended Combined Disclosure Statement and Plan of
Liquidation dated November 9, 2023.
During the Chapter 11 Cases, the Debtors will sell, liquidate or
otherwise dispose of their remaining assets (primarily patient
receivables), and pursuant to the proposed Plan, the Debtors will
complete the orderly liquidation and wind-down of their business,
address pending claims, including litigation claims, and make
distributions to Creditors as efficiently as possible through the
liquidating Plan.
The Plan provides for, as of the Effective Date, a Liquidating
Trust to liquidate, collect, sell, or otherwise dispose of the
remaining assets of the Debtors' estates (the "Estates")
(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 Debtors prior to the
Effective Date, and to distribute all net proceeds to Creditors
generally in accordance with the priority scheme under the
Bankruptcy Code other than the GUC Fund which shall be for the
benefit of general unsecured creditors subject to the terms of the
Plan and Liquidating Trust Agreement. There will be no
distributions to Holders of Interests.
As of the Effective Date, the Liquidating Trust will be funded with
all the remaining assets of the Debtors (referred to herein as
Distributable Assets) (except for certain carveouts including the
Professional Fee Reserve). In particular, under the Plan, there
will be a $250,000 GUC Fund, to be used solely to fundDistributions
to general unsecured creditors. In a Chapter 7 proceeding, absent
such consent, general unsecured creditors would likely receive no
distribution on account of their claims. The Plan further provides
for the limited substantive consolidation of the Debtors' Estates
for the purposes of voting on the Plan by the Holders of Claims and
making Distributions to Holders of Claims.
Class 4 consists of Unsecured Claims. The allowed unsecured claims
total $50,000,000 to $82,000,000. This Class will receive a
distribution of 0.4%, plus any net value generated from certain
litigation. Holders of Class 4 Claims shall receive a Pro Rata
share of the Liquidating Trust Interests in exchange for their
Allowed Claims, which entitle the Beneficiaries thereof to a Pro
Rata share of the GUC Fund and a Pro Rata Share of any net proceeds
of the remaining Liquidating Trust Assets.
Unsecured Claims are subject to all statutory, equitable, and
contractual subordination claims, rights, and grounds available to
the Debtors, the Estates, and pursuant to the Plan, except as may
be expressly provided otherwise, the Liquidating Trustee, which
subordination claims, rights, and grounds are fully enforceable
prior to, on, and after the Effective Date. On account of the
Prepetition Lenders Deficiency Claim, the Holders of Class 2 Claims
also shall participate in recoveries from the Liquidating Trust of
the net proceeds of the Liquidating Trust Assets excluding the GUC
Fund.
There shall be no Distribution on account of Class 7 Interests.
Upon the Effective Date, all Interests will be deemed cancelled and
will cease to exist.
On or prior to the Effective Date, the Debtors shall open, or cause
to be opened, the Liquidating Trust Assets Account, the Liquidating
Trust Expense Reserve, the Professional Fee Escrow, and the
Administrative/Priority/Other Distributions Reserve, and a separate
account for the GUC Fund, and fund said accounts or reserves with
Available Cash on the Effective Date, all of which accounts and
reserves shall constitute Liquidating Trust Assets.
The GUC Fund may be used by the Liquidating Trustee solely to make
distributions to Holders of Allowed Class 4 Claims, excluding the
Prepetition Lenders Deficiency Claim, in accordance with the Plan
and Liquidating Trust Agreement.
On the Effective Date, the Liquidating Trust shall be established
pursuant to the Liquidating Trust Agreement for the purpose of,
inter alia, (a) administering the Liquidating Trust Assets, (b)
prosecuting and/or resolving all Disputed Unsecured Claims, (c)
investigating and pursuing any Causes of Action that constitute
Liquidating Trust Assets, and (d) making all Distributions to the
Beneficiaries provided for under the Plan.
The Bankruptcy Court has scheduled December 14, 2023 at 10:00 a.m.
as the Confirmation Hearing. December 7, 2023 is the Combined Plan
and Disclosure Statement Objection Deadline.
A full-text copy of the Amended Combined Disclosure Statement and
Plan dated November 9, 2023 is available at
https://urlcurt.com/u?l=WxMR37 from PacerMonitor.com at no charge.
Counsel for Debtors:
Laura Davis Jones, Esq.
David M. Bertenthal, 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)
Tel: 302-652-4100
Fax: 302-652-4400
E-mail: ljones@pszjlaw.com
dbertenthal@pszjlaw.com
tcairns@pszjlaw.com
About American Physician Partners
American Physician Partners, LLC, is an emergency medicine
management company in Brentwood, Tenn.
American Physician Partners and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-11469) on Sept. 18, 2023. In the petition signed by CRO
John DiDonato, American Physician Partners disclosed $100 million
to $500 million in assets and $500 million to $1 billion in
liabilities.
Judge Brendan L. Shannon oversees the cases.
Pachulski Stang Ziehl & Jones LLP, led by Laura Davis Jones, is the
Debtors' legal counsel. Huron Consulting Services LLC is the
Debtors' financial advisor. Epiq is the claims agent.
AMERICAN TIRE: $1BB Bank Debt Trades at 16% Discount
----------------------------------------------------
Participations in a syndicated loan under which American Tire
Distributors Inc is a borrower were trading in the secondary market
around 84.5 cents-on-the-dollar during the week ended Friday,
November 17, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $1 billion facility is a Term loan that is scheduled to mature
on October 23, 2028. The amount is fully drawn and outstanding.
American Tire Distributors, Inc. distributes motor vehicle parts.
The Company offers custom wheels, tires, and other related
products. American Tire Distributor serves customers in the United
States.
AMYRIS INC: Noteholders Want Chapter 11 Circumstances Investigated
------------------------------------------------------------------
Yun Park of Law360 reports that an ad hoc group of biotechnology
company Amyris Inc. noteholders and shareholders asked a Delaware
bankruptcy judge to appoint an examiner in the Chapter 11 case to
probe actions of the company's leadership before and after it filed
for bankruptcy.
"Mr. John Doerr's shadow looms large over these Chapter 11 Cases
and is jeopardizing the integrity of this process. Contested
litigation over the Debtors' and insiders' lack of transparency is
already underway, and the Debtors have virtually assured that
substantially more litigation is to come based on the structure of
the Placeholder Plan. The immediate appointment of an examiner
under Sec. 1104 of the Bankruptcy Code is not only warranted under
these circumstances, but also the best way to avoid protracted,
value-destructive litigation. Only an independent court-appointed
examiner can dispel the cloud of self-dealing surrounding the Doerr
Lenders and the Doerr Board-controlled Debtors. It is critical
that stakeholders have an opportunity to evaluate a fully
transparent and independent report, understand the nature and
extent of the claims and causes of action being released, and then
negotiate a consensual resolution based on a complete and public
report that is not tainted by the Doerr Board's secret process.
Stakeholders cannot be expected to rely upon the fundamentally
flawed process proposed by the Debtors," the Ad Hoc Cross-Holder
Group said in its motion.
About Amyris Inc.
Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading
synthetic biotechnology company, transitioning the Clean Health &
Beauty and Flavors & Fragrances markets to sustainable ingredients
through fermentation and the company's proprietary
Lab-to-Market(TM) technology platform. This Amyris platform
leverages state-of-the-art machine learning, robotics and
artificial intelligence, enabling the company to rapidly bring new
innovation to market at commercial scale. Amyris ingredients are
included in over 20,000 products from the worldps top brands,
reaching more than 300 million consumers. Amyris also owns and
operates a family of consumer brands that is constantly evolving to
meet the growing demand for sustainable, effective and accessible
products.
Amyris, Inc, et al. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9,
2023. The petitions were signed by Han Kieftenbeld as interim chief
executive officer & chief financial officer.
In the petition, Amyris disclosed $679,679,000 in assets and
$1,327,747,000 in liabilities.
Pachulski Stang Ziehl & Jones LLp serves as the Debtors' bankruptcy
counsel. Fenwick & West, LLP is the Debtors' corporate counsel.
The Debtors tapped PricewaterhouseCoopers LLP as their financial
advisor, while Intrepid Investment Bankers LLC serves as the
Debtors' investment banker. Stretto, Inc. is the Debtors' claims,
noticing, solicitation agent and administrative adviser.
ANAGRAM HOLDINGS: Court OKs $22MM DIP Loan from GLAS Trust
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Anagram Holdings, LLC and Anagram
International, Inc. to use cash collateral and obtain postpetition
financing, on an interim basis.
The Debtors obtained postpetition financing pursuant to a senior
secured, superpriority and priming debtor-in-possession note
purchase agreement, consisting of new money notes in an aggregate
principal amount of $22 million from the DIP Noteholders, of which
$10 million will be available immediately upon entry of the Interim
Order, and the remainder will be available subject to and upon the
date of entry of the Final Order.
GLAS Trust Company LLC serves as trustee and collateral agent under
the DIP facilities.
The Debtor also obtained a first lien, asset-based lending facility
in an aggregate principal amount of up to $15 million, subject to a
borrowing base and a gradual "roll-up" of the Prepetition ABL
Obligations from certain collections of ABL Priority Collateral,
pursuant to the terms of the Interim Order, subject to the ability
of the DIP Issuers to re-borrow thereunder in accordance with the
terms of the DIP ABL Agreement and the Interim Order.
The DIP facility is due and payable through the earliest of
(i) the date that is six months following the Initial Issue
Date,
(ii) the effective date and the date of the substantial
consummation of a plan of reorganization that has been confirmed by
an order of the Bankruptcy Court;
(iii) the consummation of a sale or other disposition of all or
substantially all of the assets of the Debtors under 11 U.S.C.
Section 363;
(iv) the date the Bankruptcy Court orders the conversion of the
bankruptcy case of any of the DIP Notes Parties to a Chapter 7
liquidation and
(v) the acceleration of the DIP Notes in accordance with the
terms of the DIP Indenture.
The DIP ABL facility is due and payable through the earliest of:
(i) April 30, 2024; and
(ii) the occurrence of a DIP ABL Termination Event.
The Debtors are required to comply with these milestones:
1. No later one Business Day after the Petition Date, the
Debtors must have filed a motion to approve the bidding procedures
with respect to a sale of their assets;
2. No later than four Business Days after the Petition Date,
the Bankruptcy Court must have entered the Interim Order;
3. No later than five Business Days after entry of the
Interim Order, the Initial Issue Date for the DIP Notes must have
occurred;
4. No later than 21 calendar days after the Petition Date,
the Bankruptcy Court must have entered an order, in form and
substance satisfactory to the Required DIP Noteholders, approving
the Debtors' bid procedures;
5. No later than 35 calendar days after the Petition Date,
the Bankruptcy Court must have entered the Final Order;
6. No later than December 10, 2023, the Bankruptcy Court must
have entered an order reasonably acceptable to the DIP ABL Agent
approving the Debtors' bid procedures;
7. No later than five Business Days after entry of the Final
Order, the Second Issue Date for the DIP Notes must have occurred;
8. No later than December 15, 2023, the Bankruptcy Court must
have entered the Final Order, substantially consistent with the
Interim Order or otherwise acceptable to DIP ABL Agent;
9. No later than January 15, 2024, the Bankruptcy Court must
have entered an order, in form and substance satisfactory to the
Required DIP Noteholders, approving the sale of the Debtors'
assets; and
10. No later than January 28, 2024, the sale of the Debtors'
assets must have been consummated.
As of the Petition Date, the Debtors' long-term debt obligations
totaled $240.4 million.
On May 7, 2021, the DIP Issuers, as borrowers, entered into a
credit agreement with a certain lender and Wells Fargo Bank,
National Association, as agent, establishing a $15 million
asset-based revolving credit facility. The Prepetition ABL Facility
provides for revolving loans, subject to a borrowing base comprised
of eligible receivables and inventory. As of the Petition Date,
approximately $6.2 million is outstanding under the Prepetition ABL
Facility. The Prepetition ABL Facility has a stated maturity of May
7, 2024.
On July 30, 2020, the DIP Issuers issued $110 million in aggregate
principal amount of 15.00% PIK/Cash Senior Secured First Lien Notes
due 2025. The Prepetition 1L Notes were issued pursuant to an
indenture, dated as of July 30, 2020, among the Anagram Issuers, as
co-issuers, the DIP Guarantor, as a guarantor, and Ankura Trust
Company, LLC, as predecessor trustee and collateral trustee. The
Prepetition 1L Notes accrue interest at (i) a rate of 10% per
annum, payable in cash, and (ii) a rate of 5.00% payable in kind by
capitalizing such interest payment and increasing the aggregate
principal amount of the Prepetition 1L Notes by the amount thereof.
As of the Petition Date, approximately $125.3 million in aggregate
principal amount of Prepetition 1L Notes remains outstanding. The
Prepetition 1L Notes have a stated maturity of August 15, 2025.
On July 30, 2020, the DIP Issuers also issued $85 million in
aggregate principal amount of 10.00% PIK/Cash Senior Secured Second
Lien Notes due 2026. The Prepetition 2L Notes were issued pursuant
to an indenture, dated as of July 30, 2020 , among the DIP Issuers,
as co-issuers, the DIP Guarantor, as guarantor, and Ankura Trust
Company, LLC, as predecessor trustee and collateral trustee.
Interest on the Prepetition 2L Notes accrues at (i) a rate of 5%
per annum, payable, at the DIP Issuers' option, entirely in cash or
entirely as PIK Interest; and (ii) a rate of 5% per annum of PIK
Interest, in each case, payable semi-annually in arrears on
February 15 and August 15 of each year; provided, that on August
15, 2025, interest is required to be PIK Interest. As of the
Petition Date, approximately $108.9 million in aggregate principal
amount of Prepetition 2L Notes was outstanding. The Prepetition 2L
Notes mature on August 15, 2026.
As adequate protection, the Debtors will grant each Prepetition
Agent, for the benefit of the applicable Prepetition Secured
Parties, a security interest in and lien on the DIP Collateral,
with the priorities and subject to the limitations set forth in the
Interim Order.
Each of the Prepetition Agents, on behalf of the applicable
Prepetition Secured Parties, are also granted adequate protection
super-priority claims as provided in 11 U.S.C. sections 503(b) and
507(b).
A final hearing on the matter is set for December 6, 2023 at 5
p.m.
A copy of the order is available at https://urlcurt.com/u?l=BaAH8D
from PacerMonitor.com.
About Anagram Holdings
Anagram Holdings LLC is a manufacturer of foil balloons and
inflated decor, distributing and selling its products both
domestically and internationally. Anagram's customers include party
supply specialty stores, grocers, mass marketers, parks, drugstores
and discount variety stores.
Anagram Holdings LLC and two affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
23-90901) on Nov. 8, 2023. In the petition signed by Adrian
Frankum, as chief restructuring officer, Anagram Holdings reported
assets and liabilities between $100 million and $500 million.
The Honorable Bankruptcy Judge Marvin Isgur oversees the cases.
The Debtors tapped HOWLEY LAW PLLC, and SIMPSON THACHER & BARTLETT
LLP as attorneys, ANKURA CONSULTING GROUP, LLC, as restructuring
advisor; and ROBERT W. BAIRD & CO. as investment banker. KURTZMAN
CARSON CONSULTANTS LLC is the claims agent.
Counsel to the DIP Notes Trustee:
Geoffrey M. King, Esq.
Kevin E. Manz, Esq.
King & Spalding LLP
110 North Wacker Drive, Suite 3800
Chicago, IL 60606
Counsel to the DIP Noteholders:
Abhilash M. Raval, Esq.
Matthew L. Brod, Esq.
Justin G. Cunningham, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001
The DIP Noteholders also tapped Houlihan Lokey Capital, Inc., as
advisors.
Counsel to the DIP ABL Agent and the Prepetition ABL Agent:
Jeremy M. Downs, Esq.
Zachary J. Garrett, Esq.
Goldberg Kohn, Ltd.
55 East Monroe, Suite 3300
Chicago, IL 60603
Counsel to the Prepetition 1L Trustee:
Andrew I. Silfen, Esq.
Beth M. Brownstein, Esq.
ArentFox Schiff LLP
1301 Avenue of the Americas, Floor 42
New York, NY 10019
Counsel to the Prepetition 2L Trustee:
Todd Meyers, Esq.
Gianfranco Finizio, Esq.
Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street NE, Suite 2800
Atlanta, GA 30309-4528
Counsel to an existing Prepetition 1L Noteholder:
Arnold & Porter Kaye Scholer LLP
70 West Madison Street Suite 4200
Chicago, IL 60602-4231
Tyler Nurnberg, Esq.
E-mail: Tyler.Nurnberg@arnoldporter.com
ANAGRAM HOLDINGS: Fitch Cuts LongTerm IDR to 'D' on Chap.11 Filing
------------------------------------------------------------------
Fitch Ratings has downgraded Anagram Holdings, LLC and Anagram
International Inc.'s Long-Term Issuer Default Ratings (IDRs) to 'D'
from 'RD' following the company's chapter 11 bankruptcy protection
filing on Nov. 8, 2023. The company's first lien secured notes
rating was affirmed at 'CCC'/'RR1' and its second lien secured
notes rating was affirmed at 'C'/'RR6'.
At the time of filing, the company listed debts of around $6
million outstanding on its ABL credit facility, $125 million in
first-lien secured notes due August 2025 and around $110 million in
second-lien secured notes due August 2026.
The company has indicated it has entered into an agreement with an
ad hoc group of lenders as the "Stalking Horse" bidder to acquire
the company. The company has also arranged DIP financing to support
operations through its bankruptcy process.
KEY RATING DRIVERS
Anagram's bankruptcy filing follows a period of operating
challenges, such as a global helium shortage that reduced demand
for Anagram's products since 2022 leading to declining sales and
profitability, putting pressure on the company's leverage and
liquidity. The company skipped an interest payment on its first
lien secured notes on Aug. 14, 2023, and entered into a 30-day
grace period and an indenture forbearance agreement. On Sept. 21,
2023, the company announced that it had not cured the skipped
interest payment, and that the indenture forbearance agreement had
terminated, leading to an event of default under the Anagram first
lien notes. The company had been facing growing refinancing risk,
as its ABL credit facility was set to mature in May 2024, with
maturities of its first and second lien notes following in 2025 and
2026, respectively.
The company announced that it has entered into an agreement with a
group of its lenders as the "Stalking Horse" bidder to acquire its
assets subject to higher or otherwise better offers and court
approval. Anagram plans on closing the process before the end of
2023. Earlier this year, Anagram's current owner, Party City Holdco
Inc., filed for bankruptcy after experiencing challenges through
2022 (a process from which Anagram was excluded). Party City
emerged from its own bankruptcy process in October 2023.
DERIVATION SUMMARY
Anagram's downgrade to 'D' follows its Nov. 08, 2023 Chapter 11
bankruptcy filing. The bankruptcy filing follows operating
pressures in 2022 and 2023, which led to elevated leverage and
pressure on cash flows.
RECOVERY ANALYSIS
Fitch's recovery analysis for Anagram is based on a going concern
value of approximately $150 million, versus approximately $60
million from an orderly liquidation of assets, which is comprised
of receivables, inventory and manufacturing assets. Post default
EBITDA is estimated at around $30 million, which compares with
approximately $38 million in EBITDA on around $200 million of
revenue as of the LTM ending Sept. 30, 2022 (based on Party City's
public filings).
The $30 million going concern EBITDA represents the scenario of a
loss of revenue from some of Anagram's largest retail and
distributor customers, yielding around $150 million in revenue,
offset by some expense management to generate 20% EBITDA margin (in
line with historical levels). Fitch assumes Anagram could fetch a
5x multiple, at the low end of the 5x-7x exit multiples based on
Fitch's consumer products bankruptcy studies, recognizing the
business' strong market share and relatively stable category over
the long term, offset by its small scale and recent operating
challenges.
After deducting 10% for administrative claims, the remaining $135
million would lead to outstanding recovery prospects (91%-100%) for
the ABL ($6.2 million drawn at the time of filing) and
approximately $125 million first lien secured notes, the latter of
which is rated 'CCC'/'RR1'. The second lien secured notes
(approximately $110 million outstanding at the time of filing)
would be expected to have poor recovery prospects (0%-10%), and are
thus rated 'C'/'RR6'.
RATING SENSITIVITIES
Rating sensitivities are not applicable given the company's Chapter
11 bankruptcy filing.
LIQUIDITY AND DEBT STRUCTURE
As of the petition date, the company had around $240 million of
outstanding debt, including around $6.2 million of ABL borrowings,
around $125 million of senior secured first lien notes and around
$110 million of senior secured second lien notes. The company has
access to a $15 DIP ABL facility (a roll-up of its pre-petition
ABL) as well as $22 million of new money DIP financing, which will
be used to support ongoing operations.
ISSUER PROFILE
Anagram is a leader in the design and manufacturing of balloons and
party products. Anagram Holdings, LLC is a wholly owned subsidiary
of Party City Holdco, Inc. (the leading party-supply retailer in
the U.S), which historically generated around 35% to 40% of
Anagram's revenues.
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
----------- ------ -------- -----
Anagram International Inc. LT IDR D Downgrade RD
Senior Secured 2nd Lien LT C Affirmed RR6 C
senior secured LT CCC Affirmed RR1 CCC
Anagram Holdings, LLC. LT IDR D Downgrade RD
Senior Secured 2nd Lien LT C Affirmed RR6 C
senior secured LT CCC Affirmed RR1 CCC
APEX LEGACY: Unsecureds Will Get 25% of Claims in Plan
------------------------------------------------------
Apex Legacy TX, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Texas a Disclosure Statement describing Chapter
11 Plan.
The Debtor's business consisted of the ownership of the Property.
Debtor purchased the Property on or about November 4, 202. The
Debtor believe the value of the Property to be $2,200,000.
The Property is subject to a lien current held by Fannie Mae. At
the time of filing the debt owed Fannie Mae was asserted to be from
$2,112,045. The debt to Fannie Mae matured and the Debtor was
unable to refinance the Property. Fannie Mae posted the Property
for foreclose which lead to the bankruptcy filing.
Under the terms of the Plan, the Debtor will surrender the Property
to Fannie Mae in full satisfaction of the debt to Fannie Mae. The
Debtor will distribute the funds it has on hand to the unsecured
creditors.
Class 4 consists of Unsecured Creditors. All Allowed Unsecured
Creditor claims shall be paid 25% f their allowed claims on the
effective date. The Class 4 creditors are impaired under this
Plan.
The current partners will receive no distributions but will retain
their interest in the Debtor.
Debtor shall use the funds on hand and the return of the Property
to fund the Plan. All payments under the Plan shall be made through
the Disbursing Agent.
A full-text copy of the Disclosure Statement dated November 9, 2023
is available at https://urlcurt.com/u?l=YUtEAz from
PacerMonitor.com at no charge.
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 Apex Legacy TX
Apex Legacy TX, LLC's business consists of the ownership and
operation of a 41-unit apartment complex in Sherman, Texas.
Apex Legacy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Texas Case No. 23-40428) on March 7,
2023, with up to $50,000 in both assets and liabilities. Oron
Zarum, managing member of Apex Legacy, signed the petition.
Eric A. Liepins, P.C., is the Debtor's legal counsel.
API HOLDINGS: S&P Upgrades ICR to 'CCC+', Outlook Negative
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on API Holdings
III Corp. (doing business as Spectrum Control) to 'CCC+' from 'SD'
(selective default), reflecting improved liquidity following the
restructuring and its view that leverage remains unsustainable due
to low earnings.
S&P said, "At the same time, we assigned a 'B' issue-level and '1'
recovery rating to the company's new priming term loan. We also
raised the issue-level rating on the company's first-lien debt to
'CCC+' from 'D' while revising the recovery rating to '4' from
'3'.
"The negative outlook reflects that we could lower the rating if
the company's recovery plans are delayed and we foresee a
likelihood of default within a year."
The transaction provides Spectrum with a more favorable liquidity
scenario. Cash interest is significantly lower and required
amortization has been removed, allowing the company to operate with
fewer cash uses while operation conditions are challenging. The
cash benefit, in addition to changing from a maximum debt leverage
covenant to a minimum liquidity covenant, could give Spectrum the
runway it needs to improve earnings.
Spectrum is undergoing internal restructuring in an attempt to
improve operations. The company reduced its total headcount by
about 25% and replaced key department heads. The goal is to
simultaneously reduce costs and improve productivity. Further
margin expansion could come from price increases as part of a new
formalized pricing policy to offset inflation. Despite the
headcount reduction and price increases, orders are up year over
year, with new product releases generating a lot of interest.
Internal and external factors still create some challenges.
Spectrum's ability to grow revenues remains the biggest hurdle to
positive cash flow. While orders have been picking up, delays can
still occur, and supply chain issues could result in sales lagging
behind expectations. Internally, Spectrum must improve on-time
deliveries while reducing the size of the workforce. There is a
risk that the significant cost reduction efforts could adversely
affect the attempt to increase sales.
The negative outlook reflects S&P's expectation that the company's
capital structure will be unsustainable with debt to EBITDA above
10x through 2024, and that low earnings and cash flow could strain
liquidity.
S&P could lower its rating if it believes the company will likely
default within 12 months. This could occur if:
-- A near-term liquidity shortfall occurs, likely driven by
earnings and free cash flow remaining weak due to further order
delays;
-- S&P expects a breach on liquidity covenants; or
-- S&P believes the company is considering a distressed debt
exchange offer.
S&P could revise the outlook on Spectrum to stable if EBITDA shows
signs of improvement and S&P is confident liquidity will not be a
near-term concern. This could occur if:
-- Revenues increase as the company wins new business;
-- The company successfully offsets inflation with higher prices;
-- API improves margins by lowering costs and improving
efficiency; and
-- The company is able to avoid operational inefficiencies
resulting in revenue delays or losses.
APPS INC: Affiliate Wins Cash Collateral Access Thru Dec 2
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, Hartford
Division, authorized Market Share, Inc., an affiliate of Apps,
Inc., to use cash collateral on an interim basis in accordance with
the budget until December 2, 2023.
Market Share has an immediate need to obtain authorization to use
cash collateral on an emergency basis.
As previously reported by the Troubled Company Reporter, Market
Share obtained a Small Business Express Matching Grant from the
Connecticut Department of Economic and Community Development in the
amount of $100,000 on June 24, 2014. At the same time, Market Share
borrowed $221,700 from the DECD to build-out, remodel, and relocate
three stores. The DECD loan balance is approximately $43,993. The
DECD loan is secured by an all asset UCC-1 filing against Market
Share.
In addition to the DECD loan, Market Share borrowed $100,000 from
TD Bank, N.A. The TD Bank loan is guaranteed by Apps2. The TD Bank
loan balance is approximately $96,689. The TD Bank loan is secured
by an all asset UCC-1 filing against Market Share.
Both Debtors, along with a related non-debtor entity Singular
Leaseholdings, entered into two loans with Newtek Small Business
Finance, LLC in 2018. The Debtors owe Newtek a total of
approximately $1.8 million to Newtek. The Newtek loans are secured
by an all asset UCC-1 filing against both Debtors.
In addition to the above debt, Market Share was approved for
emergency COVID19 assistance in 2020. It received a United States
Small Business Administration Economic Injury Disaster Loan in the
approximate amount of $500,000. The SBA EIDL loan balance is
approximately $498,250 and is secured by a UCC-1 filing against
Market Share. Channel Partners Capital, LLC also lent approximately
$150,000 to Market Share on September 14, 2022. Channel filed a
UCC-1 filing more than a year later on September 26, 2023. ODK
Capital LLC loaned Market Share $250,000 on March 24, 2023. The ODK
Capital loan is secured by a UCC-1 filing. EBF Holdings, LLC, d/b/a
Everest Business Funding loaned Market Share $50,000 on August 3,
2023. Everest filed a UCC-1 filing on September 7, 2023.
The following parties-in-interest may claim an interest in the
Debtors' "cash collateral," as that term is defined by Bankruptcy
Code Section 363(a):
a. DECD;
b. TD Bank;
c. Newtek;
d. SBA;
e. Channel;
f. ODK Capital; and
g. Everest.
The court said, in exchange for the continued use of cash
collateral by Market Share, the Claimants are granted senior
security interests in, and liens upon, to attach to the same
validity, extent, and priority that the Claimants possess as to
said liens on the Petition Date, but only to the extent the amount
of their respective secured position erodes in value, all personal
property and real estate.
The liens of the Claimants and any Replacement Liens, and any
priority to which the Claimants may be entitled or become entitled
under section 507(b) of the Bankruptcy Code, will be forever
subject to (i) amounts payable pursuant to 28 U.S.C. section
1930(a)(6) and any fees payable to the Clerk of the Court; (ii)
liens for taxes owed to governmental entities, including sales and
withholding taxes to the extent such liens have priority over the
liens and Replacement Liens of the Secured Creditors under
applicable non-bankruptcy law; (iii) the allowed administrative
claims of attorneys and other professionals retained by the Debtors
in these Chapter 11 cases pursuant to section 327 accrued during
any cash collateral periods in the amounts of $10,000for the
Debtors' proposed counsel Green & Sklarz LLC (inclusive of its
prepetition retainer); (iv) the allowed administrative claims of
George Purtill, Subchapter V trustee, accrued during any cash
collateral periods in the amount of $2,500; and (v) amounts due and
owing to the Debtors' employees for post-petition wages, accrued
during all cash collateral periods not to exceed the priority
amount of said claims pursuant to 11 U.S.C. section 507(a)(4).
A hearing to consider the continued preliminary use of cash
collateral is set for November 28 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=BPlGuJ from PacerMonitor.com.
The Debtor projects total paid out, on a weekly basis, as follows:
$1,327 for the week ending November 25, 2023; and
$46,024 for the week ending December 2, 2023.
About Apps, Inc.
Apps, Inc. sell AT&T service plans, devices, and accessories to
both individual consumers and businesses.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 23-20895) on November 3,
2023. In the petition signed by Gordon H. Newton, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge James J. Tancredi oversees the case.
Jeffrey M. Sklarz, Esq., at Green & Sklarz LLC, oversees the case.
ARAGORN HOLDING: S&P Assigns 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned a 'B' rating to Aragorn Holding Parent
Corp. (doing business as OverDrive).
S&P said, "Concurrently, we withdrew our 'B-' issuer credit rating
on Recorded Books Holdings Inc. The outlook was stable. At the same
time, we raised our issue-level rating on the first-lien term loan
facility to 'B'; the '3' recovery rating is unchanged. This term
loan remains under Aragorn Parent Corp.
"The stable outlook on the 'B' rating on OverDrive reflects our
expectation that increased digital consumption will drive
mid-single-digit percent organic revenue growth from public
libraries and educational institutions. As such, we expect S&P
Global Ratings-adjusted leverage of low-5x and free operating cash
flow (FOCF) to debt of 8%-9% for fiscal-year 2024 (ending December
2024).
"Our rating on OverDrive reflects its moderate size and niche focus
within the digital books distribution market. The digital books
market is evolving and growing at a healthy rate, with several
large players including Amazon.com Inc. (AA/Stable/A-1+) and Apple
Inc. (AA+/Stable/A-1+). OverDrive, as a leading distributor of
e-books, audiobooks, and other digital content to public libraries,
is also benefitting from the growth of digital consumption as
libraries and schools allocate more resources to digital budgets to
keep up with the increase in demand from library patrons and
students. OverDrive is well represented in the market, with
distribution in approximately 90% of U.S. public libraries through
its app, Libby. While the overall library and school market
represents a relatively small proportion of the overall digital
audio book and e-book market and library and school budgets are
tempered by local and state fiscal budgetary constraints, we view
OverDrive's position as a leading player in this niche market as
supportive of continued growth that will allow it to generate
healthy cash flow and support credit metrics consistent with a 'B'
issuer credit rating."
Acceleration of demand for digital books and online learning is
favorable for OverDrive's organic revenue growth. The digital
penetration of the book market is rising and accelerated over the
past few years due to the COVID-19 pandemic. While the rate of
growth has slowed since the end of the pandemic, the secular shift
toward digital consumption continues. Over 40% of public libraries,
the primary market that Overdrive serves, have reported an increase
in demand for e-books. OverDrive also services schools, which
continue to adopt digital learning solutions for students.
Approximately 90% of U.S. public schools provide devices for online
learning and are providing students with more access to digital
content. Consequently, S&P forecasts that U.S. public libraries and
schools will continue to allocate more resources to meet the
increasing digital demand.
OverDrive offers the largest digital content catalog in the world
and serves more than 88,000 libraries and schools in over 100
countries. It has established long-term relationships with
publishers, U.S. public libraries, and educational institutions.
Due to its broad customer base and the growing market for digital
book consumption, S&P forecasts that OverDrive will generate
mid-single-digit percentage revenue growth through 2025.
OverDrive's cash flow profile and initial adjusted leverage of
upper-5x is commensurate with other companies rated 'B'. Because of
the favorable secular trends in digital book consumption and
OverDrive's good diversification among libraries and schools, we
expect its growth to remain steady at a mid-single-digit percent
that allows it to generate steady and growing FOCF. S&P said, "We
forecast S&P Global Ratings-adjusted leverage of high-5x at the end
of 2023, declining to low-5x by December 2024 due to
mid-single-digit percentage revenue and EBITDA growth. In addition,
we forecast that FOCF generation will be healthy at around $40
million-$50 million in 2023 and 2024, correlating to an FOCF to
debt of about 7%-9%. This compares favorably with other 'B'-rated
companies, and we expect this to support opportunities to make
tuck-in acquisitions without increasing leverage."
Longer term, OverDrive's credit profile will depend on how it
allocates its cash flow generation. If the company prioritizes
investing in small tuck-in acquisitions to bolster its competitive
position or uses its cash-flow generation to repay debt, S&P Global
Ratings-adjusted leverage could improve to below 5x. However, if
the company makes larger debt-financed acquisitions or returns
capital to shareholders through debt-financed dividends, it would
likely limit any upside to credit metrics.
The stable outlook reflects S&P's expectation that increasing
digital consumption will drive mid-single-digit organic revenue
growth from public libraries and educational institutions. As such,
S&P expects mid-single-digit percent organic revenue growth for
OverDrive, as well as S&P Global Ratings-adjusted leverage of
low-5x and FOCF to debt of 8%-9% for fiscal year ended, December
31, 2024.
S&P could lower the rating on OverDrive within the next 12 months
if:
-- Its operating performance significantly underperforms our
expectations such that FOCF to debt declines below our 5% threshold
for the rating; or
-- It is unable to refinance its debt due August 2025 before it
becomes current.
Although this is unlikely within the next 12 months, S&P could
raise the rating on OverDrive if:
-- Its operating performance significantly overperforms S&P's
expectations such that S&P Global Ratings-adjusted leverage
declines below 5x and FOCF to debt increases to above 10%.
-- It adopts a financial policy that maintains S&P Global
Ratings-adjusted leverage below 5x, inclusive of acquisitions and
shareholder returns.
ARTISAN'S CABINETRY: Hires Frank Lyon and Kimberly Nash as Counsel
------------------------------------------------------------------
Artisan's Cabinetry and Woodworks, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ the
Law Office of Kimberly Nash P.C. and the Law Offices of Frank B.
Lyon as its attorneys.
The firms will render these services:
a. give Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession in the continued operation of its
business and management of its property;
b. advise the Debtor of its responsibilities under the
Bankruptcy Code and assist with such;
c. amend the voluntary petition and other paperwork necessary
to complete this proceeding;
d. assist the Debtor in preparing and filing the required
Schedules, Statement of Affairs, Monthly Financial Reports, the
Initial Debtor Report and other documents required by the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Rules of this Court and the administrative procedures of the
Office of the United States Trustee;
e. represent the Debtor in connection with adversary
proceedings and other contested and uncontested matters, both in
this Court and in other courts of competent jurisdiction,
concerning any and all matters related to these bankruptcy
proceedings and the financial affairs of the Debtor;
f. represent the Debtor in the negotiation and documentation
of any sales or refinancing of property of the estate, and in
obtaining the necessary approvals of such sales or refinancing by
this Court; and
g. assist the Debtor in the formulation of a plan of
reorganization and in taking the necessary steps in this Court to
obtain approval and confirmation of such plan of reorganization.
The firms will be paid at these rates:
Frank B. Lyon $525 per hour
Kimberly Nash $300 per hour
Legal Assistants $115 - $195 per hour
Pre-petition, the Debtor paid the firms' primary attorneys, Frank
B. Lyon and Kimberly Nash, the sum of $11,738.
Mr. Lyon and Ms. Nash disclosed in court filings that the firm are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The counsel can be reached through:
Kimberly Nash, Esq.
Law Office of Kimberly Nash P.C.
P.O. Box 162932
Austin, TX 78716
Telephone: (512) 637-8000
Facsimile: (512) 886-2885
Email: Kim@Kimberlynashlaw.com
- and -
Frank B. Lyon, Esq.
Law Offices of Frank B. Lyon
3800 North Lamar Boulevard, Suite 200
Austin, TX 78756
Post Office Bos 50210
Austin, TX 78763
Telephone: (512) 345-8964
Facsimile: (512) 647-0047
Email: frank@franklyon.com
About Artisan's Cabinetry and Woodworks, LLC
Artisan's Cabinetry and Woodworks, LLC is a family owned and
operated company that manufactures custom cabinets to enhance home
settings and compliment commercial spaces.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10852) on October 9,
2023. In the petition signed by Christopher Wallace, managing
member, the Debtor disclosed $592,458 in assets and $3,007,072 in
liabilities.
Judge Shad Robinson oversees the case.
Kimberly Nash, Esq., at Law Office of Kimberly Nash, PC, represents
the Debtor as legal counsel.
ASPIRA WOMEN'S: Incurs $4.7 Million Net Loss in Third Quarter
-------------------------------------------------------------
Aspira Women's Health Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.71 million on $2.22 million of total revenue for the three
months ended Sept. 30, 2023, compared to a net loss of $7.78
million on $2.07 million of total revenue for the three months
ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $13.60 million on $7.02 million of total revenue
compared to a net loss of $25.29 million on $6.03 million of total
revenue for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $8.66 million in total
assets, $9.32 million in total liabilities, and a total
stockholders' deficit of $659,000.
Aspira Women's said, "We have incurred significant net losses and
negative cash flows from operations since inception, and as a
result have an accumulated deficit of approximately $515,214,000 as
of September 30, 2023. We also expect to incur a net loss and
negative cash flows from operations for the remainder of 2023.
Working capital levels may not be sufficient to fund operations as
currently planned through the next twelve months, absent a
significant increase in revenue over historic revenue or additional
financing. Given the above conditions, there is substantial doubt
about our ability to continue as a going concern."
Management Commentary
"We are pleased to report another quarter of year-over-year growth,
with revenues this quarter of $2.2 million. We saw OvaWatch
continue to become an important part of clinician's assessment of
ovarian cancer risk for women with adnexal masses, and it is now
approaching nearly 20% of our overall volume; notably, the 1,015
OvaWatch tests performed this quarter represented nearly half of
the total number of tests performed since its launch late last
year," said Nicole Sandford, Aspira's president and chief executive
officer. "While we experienced some moderate seasonal impacts in
the third quarter, we grew both volume and revenue with a leaner
and more efficient sales team. During the first nine months of
this year, we performed 18,331 OvaSuite tests representing an
increase of 16% versus the same period of 2022."
Ms. Sandford continued, "Our focus on the future is clear. The
submission of the OvaWatch longitudinal monitoring paper is a
significant achievement which we believe will expand the
addressable market for our OvaSuite test portfolio. Exciting
progress was made in the development of our other near-term
products including OvaMDx, EndoCheck and EndoMDx. In addition, we
remained committed to our operational excellence goals and are
spending less to achieve more as a result. We are excited to move
into 2024 from a position of strength."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/926617/000092661723000095/awh-20230930x10q.htm
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's gynecological
health with the discovery, development, and commercialization of
innovative testing options for women of all races and ethnicities,
starting with ovarian cancer. Its ovarian cancer risk assessment
portfolio is marketed to healthcare providers as OvaSuite.
OvaWatch is a non-invasive, blood-based test intended for use in
the initial clinical assessment of ovarian cancer risk in women
with benign or indeterminate adnexal masses for which surgical
intervention may be either premature or unnecessary.
Woodbridge, New Jersey-based BDO USA, P.C., the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated Oct. 25, 2023, citing that the Company has suffered recurring
losses from operations and expects to continue to incur substantial
losses in the future, which raise substantial doubt about its
ability to continue as a going concern.
ASTRO ONE: $155MM Bank Debt Trades at 51% Discount
--------------------------------------------------
Participations in a syndicated loan under which Astro One
Acquisition Corp is a borrower were trading in the secondary market
around 48.7 cents-on-the-dollar during the week ended Friday,
November 17, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $155 million facility is a Term loan that is scheduled to
mature on October 25, 2029. The amount is fully drawn and
outstanding.
Founded in 2021 and based in the US, Astro One Acquisition
Corporation is a merged entity of Petmate and Brody. Both companies
engage in the production and distribution of pet products such as
cat waste management products, toys, kennels, shelters, chews, and
feeding and watering products.
ASTRO ONE: $525MM Bank Debt Trades at 38% Discount
--------------------------------------------------
Participations in a syndicated loan under which Astro One
Acquisition Corp is a borrower were trading in the secondary market
around 62.0 cents-on-the-dollar during the week ended Friday,
November 17, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $525 million facility is a Term loan that is scheduled to
mature on October 25, 2028. About $515.8 million of the loan is
withdrawn and outstanding.
Founded in 2021 and based in the US, Astro One Acquisition
Corporation is a merged entity of Petmate and Brody. Both companies
engage in the production and distribution of pet products such as
cat waste management products, toys, kennels, shelters, chews, and
feeding and watering products.
AVERY ASPHALT: Amends Nationwide Mutual Claim Pay Details
---------------------------------------------------------
Avery Asphalt, Inc. et al., submitted a Disclosure Statement for
its Second Amended Joint Plan of Liquidation dated November 9,
2023.
During the pendency of this case substantially all assets of the
Debtors, including the business of Avery Asphalt, were sold
pursuant to Bankruptcy Court order. Where there was no dispute
regarding the first position Secured status of the Claim of
Sunflower Bank, N.A., certain sale proceeds were distributed to
Sunflower with Bankruptcy Court approval.
The only assets of the Debtors' bankruptcy estates that remain to
be liquidated are certain Causes of Action. The Agreed Order
Granting Application for an Order Authorizing Employment of r2
advisors llc as Chief Restructuring Officer for the Debtors'
Estates entered on May 9, 2022. The company of r2 advisors llc
remains employed as Chief Restructuring Officer ("CRO") of the
Debtors.
The Plan provides for the creation of two main pools of money: the
"Liquidation Proceeds" and the "Unsecured Creditor Fund." The
Liquidation Proceeds consist of all moneys, except for those
amounts in the Unsecured Creditor Fund. The Unsecured Creditor Fund
consists of $100,000.00 set-aside for the payment of general
Unsecured Claims pursuant to Bankruptcy Court order, any litigation
proceeds that the Debtors become entitled to, plus any additional
funds allocated to the Unsecured Creditor Fund by settlement and/or
Bankruptcy Court order from those moneys defined as the Disputed
Funds in the Plan. The Disputed Funds consist of $120,000.00 from
the Van Buren Project Funds, and any funds owned by Nationwide or
against which Nationwide has an enforceable security interest.
Class 4 consists of the Claim of Nationwide Mutual Insurance
Company. Nationwide will be paid any amounts of the Disputed Funds
pursuant to any Bankruptcy Court-approved settlement agreement
and/or as ordered by the Bankruptcy Court in full and final
satisfaction of its Allowed Secured Claim, if any. Nationwide is a
party to adversary proceeding number 21-01242 MER currently pending
before the Bankruptcy Court. Remaining at issue in that adversary
proceeding is $120,000.00 held by the Debtors which are the Van
Buren Project Funds which are included in the definition of
Disputed Funds.
Nationwide claims entitlement to all such proceeds under Pearlman
doctrine (see Pearlman v. Reliance Ins. Co., 371 U.S. 132 (1962)).
Debtors have disclaimed any interest to the Van Buren Project Funds
and will distribute the Van Buren Project Funds in accordance with
any ruling by the Bankruptcy Court in adversary proceeding number
21-01242 MER or in connection with any Court approved settlement
agreement. Nationwide further asserts a secured interest in any
bonded contract proceeds recovered in the Insider Litigation
(adversary proceeding number 23-01058).
Not including potential recovered bonded contract proceeds in which
Nationwide claims a secured interest and/or that Nationwide claims
were assigned to Nationwide via certain indemnity agreements and
under Pearlman, the remaining amount of Nationwide's Allowed Claim,
if any, shall be treated as an Unsecured Claim under Class 7 of
this Plan, in full and final satisfaction of its Claim. The Debtors
reserve all rights to dispute the validity and amount of any
portion of Nationwide's Claim.
Like in the prior iteration of the Plan, Allowed Class 7 Unsecured
Claims shall receive their pro rata share of the remaining amount
of the Unsecured Creditor Fund after payment of any Allowed
Administrative Claims in full and final satisfaction of their
Claims. The Debtor may file motions to disallow any Unsecured
Claims listed as "Disputed" or Contested and for which a proof of
claim has been filed and shall treat such Claims in accordance with
the Bankruptcy Court's ruling on such motions and subject to the
provisions of this Plan.
The Liquidating Trustee will also pursue any Causes of Action and
distribute any Litigation Proceeds to creditors as well. Pursuant
to Section 1123(a)(5)(C) of the Bankruptcy Code, this Plan provides
means for the Plan's implementation through merger or consolidation
of the Debtors which will result in pooling of the assets of, and
claims against, Debtors; satisfying liabilities from the resultant
common fund; eliminating inter-company claims; and combining the
creditors the Debtors for purposes of voting on this Plan. The Plan
treats the separate bankruptcy estates as substantively
consolidated under the following factors that indicate that
consolidation is appropriate.
A full-text copy of the Disclosure Statement dated November 9, 2023
is available at https://urlcurt.com/u?l=R8bBRb from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
David J. Warner, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 W. Main St., Ste. 200
Littleton, CO 80120
Tel: (303) 296-1999
Fax: (303) 296-7600
About Avery Asphalt
Avery Asphalt, Inc., is the main operating company and installs,
maintains, and improves roadways, parking lots, and other outdoor
surfaces. Its affiliates, Avery Equipment, LLC and Avery Holdings,
LLC, own the equipment and real estate used in its business,
respectively. Another affiliate, LBLA Ventures, Inc. is the holding
company for a non-operating Arizona asphalt company while 1401 S.
22nd Ave., LLC owns the real estate that was formerly used by
Regional Pavement Maintenance of Arizona, Inc. in its business.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on Feb.
19, 2021, with up to $50,000 in assets and up to $10 million in
liabilities. The bankruptcy was filed after a receiver was
appointed for all the Debtors. The receivership hampered Avery
Asphalt's ability to operate profitably.
Judge Michael E. Romero oversees the cases.
David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C.
and the Law Offices of Lars Fuller, PC serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
BALADE YOUR WAY: Hires Klinger & Klinger LLP as Accountant
----------------------------------------------------------
Balade Your Way, Inc. and its affiliates filed an amended
application seeking approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Klinger & Klinger, LLP as
accountant.
The firm will provide these services:
a. identify and facilitate the Debtors' restructuring options,
assist the Debtors in exploring strategic alternatives and assist
the Debtors in navigating a bankruptcy process, as needed,
including preparation of documentation attendant to a bankruptcy
filing;
b. assist the Debtors in the preparation of short and
long-term projections, balance sheet, profit and loss, and
cashflows;
c. assist the Debtors in the preparation of financial-related
disclosures required by the Bankruptcy Court, including any
amendments to the Debtors' Schedules of Assets and Liabilities,
Statements of Financial Affairs, monthly operating reports, etc.;
d. institute procedures to ensure the safekeeping and security
of the Debtors' assets;
e. assist the Debtors in resolving vendor issues;
f. assist the Debtors with information and analyses requested
by parties in interest and required pursuant to its cash collateral
arrangements;
g. assist the Debtors in the preparation of financial
statements;
h. assist in the preparation of financial statements and other
reports as may be required by the Court or under the United States
Trustee Guidelines;
i. administer the accounting and financial advisory services;
j. assist the Debtors in daily administrative and operational
duties;
k. prepare and validate updated and rolling 13-week cash flow
projections, including analyzing historical cash disbursements and
receipts and results of operation to determine the reasonableness
of projected cash flows and short-term cash needs; and
l. render such other general services consulting or other such
assistance as the Debtors or their counsel may deem necessary.
The firm will be paid at these rates:
Partner $400 per hour
Staff Accountant $325 per hour
Paraprofessional $125 per hour
In light of the time urgency of this Chapter 11 case, Klinger has
requested payment of a $15,000 post-petition retainer from the
Debtors, payable in three monthly installments of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lee Klinger, a member of Klinger & Klinger, 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:
Lee Klinger
Klinger & Klinger, LLP
370 Lexington Avenue, Suite 2008
New York, NY 10017
Telephone: (212) 661-6200
About Balade Your Way, Inc.
Balade Your Way, Inc. is a full-service restaurant in New York,
which specializes in Middle Eastern cuisine.
Balade Your Way, Inc. and its affiliate, Great Caterers, LLC, filed
their petitions under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. S.D.N.Y. Case Nos. 23-11384 and 23-11383) on Aug. 30,
2023. At the time of the filing, Balade Your Way reported $100,000
to $500,000 in assets and $1 million to $10 million in liabilities
while Great Caterers reported $100,001 to $500,000 in assets and $1
million to $10 million in Liabilities.
Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP
represents the Debtors as legal counsel.
BANNEKER SUPPLY: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Rhode Island
authorized Banneker Supply Chain Solutions, Inc. to use cash
collateral on an interim basis in accordance with the budget and
its agreement with Washington Trust Company and the Snead Trust.
The Debtor requires the use of cash collateral to pay ordinary
course of business expenses including employees, vendors, and rent.
On February 8, 2019, the Debtor entered in a $2 million Line of
Credit with Washington Trust Company and a Term Loan in the
original principal amount of $450,000. Washington Trust recorded a
UCC-1 Financing Statement to secure a first priority security
interest in all of the Debtor's personal property and proceeds
thereof on February 8, 2019. As of August 30, 2023, the outstanding
unpaid balance of the Debtor's Line of Credit with Washington Trust
was $696,072.
The Debtor believes that the value of its equipment, assets,
accounts receivable, and cash is greater than the current amount
owed to Washington Trust, rendering Washington Trust fully
secured.
The Cheryl W. Snead 2013 Declaration of Trust holds a second
priority security interest in all of the Debtor’s personal
property and proceeds thereof by virtue of UCC-1 Financing
Statement filed on February 8, 2019, junior to Washington Trust.
The principal balance owed by the Debtor to the Snead Trust by
virtue of a Promissory Note dated February 2019 is $1.2 million as
of August 30, 2023. The Debtor believes that the claim of the Snead
Trust is under secured as of the petition date. The Snead Trust
neither admits nor denies the Debtor's assertion regarding the
value of its collateral.
The Debtor's authorization to use cash collateral will terminate
immediately and automatically upon the occurrence of a "Termination
Event," which is defined as any of the following:
a. the Chapter 11 Case will be dismissed or converted to a case
under Chapter 7 of Bankruptcy Code;
b. the Debtor will file a motion or other pleading seeking the
dismissal of the Chapter 11 Case pursuant to 11 U.S.C. Section 1112
or otherwise;
c. the Debtor will cease to be a debtor-in-possession pursuant to
11 U.S.C. section 1183(b)(5).
d. Relief from the automatic stay is granted under 11 U.S.C.
Section 362 as to the Collateral or any portion thereof.
e. An remain uncured beyond any applicable cure period.
As adequate protection for any decrease in value of Washington
Trust's interest in the Collateral caused by the stay, the Debtor
and Washington Trust agree that on the first calendar day of every
month beginning October 1, 2023, the Debtor will pay to Washington
Trust the sum of $4,6667. The manner and place of payment will be
as provided in the Loan Documents and a 10 day grace period will
apply.
As further adequate protection of the Washington Trust and the
Snead Trust's interest in the Collateral, Washington Trust is
granted first priority replacement liens and security interests on
the same categories of assets of the estate—including
specifically any assets acquired by the estate after the Petition
Date—on which Washington Trust held perfected security interests
and/or liens as of the Petition Date. The Snead Trust is granted
second priority replacement liens and security interests on the
same categories of assets of the estate—including specifically
any assets acquired by the estate after the Petition Date—on
which the Snead Trust held perfected security interests and/or
liens junior to Washington Trust as of the Petition Date.
These events constitute an "Event of Default":
a. Failure by the Debtor to make the Adequate Protection Payment
within the set period;
b. Failure by the Debtor to perform any other Adequate Protection
Obligation;
c. The Debtor will seek any modification or extension of the
Consent Order without the prior written consent Washington Trust
and the Snead Trust or an order wil be entered, other than with the
consent of Washington Trust and the Snead Trust, reversing,
amending, supplementing, staying, vacating or otherwise modifying
the Order in any material respect;
d. An application will be filed by the Debtor for approval to incur
debt to third parties, other than unsecured credit in the ordinary
course of business, without Washington Trust and the Snead Trust's
approval;
e. The loss, theft, damage, or destruction of any Collateral unless
fully covered by insurance.
A copy of the order is available at https://urlcurt.com/u?l=EpBdfm
from PacerMonitor.com.
About Banneker Supply Chain Solutions, Inc.
Banneker Supply Chain Solutions, Inc. is a provider of end-to-end
supply chain management and integrated third-party logistics
solutions to a wide range of Fortune 100 companies in multiple
industries including e-commerce, retail, food and beverage,
industrial manufacturing, aerospace and defense, and government,
among others. The company is based in Woonsocket, R.I.
The Debtor filed Chapter 11 Petition (Bankr. D. Rhode Island Case
No. 23-10570) on Aug. 31, 2023, with $1,458,047 in assets and
$5,297,980 in liabilities. Alimamy D. Jabbie, Jr., president and
chief executive officer, signed the petition.
Judge Diane Finkle oversees the case.
Thomas P. Quinn, Esq., at McLaughlinQuinn, LLC represents the
Debtor as legal counsel.
BIOSTEEL MANUFACTURING: Chapter 15 Case Summary
-----------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 15 of the Bankruptcy Code:
Debtor Case No.
------ --------
BioSteel Manufacturing LLC 23-90404
BioSteel Sports Nutrition USA LLC 23-90405
Business Description: BioSteel manufactures sports hydration
products.
Chapter 15 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Christopher M. Lopez
Foreign Proceeding: _________________
Foreign Representative: _______________
Foreign
Representative's
Counsel: Marty L. Brimmage, Jr., Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
2300 N. Field Street, Suite 1800
Dallas, TX 75201
Tel: (214) 969-2800
Email: mbrimmage@akingump.com
Estimated Assets: Unknown
Estimated Debt: Unknown
An order directing joint administration of this case has been
entered by the Court in accordance with FED. R. BANKR. P. 1015(b).
The docket in Case No. 23-90777 (BioSteel Sports Nutrition Inc.)
should be consulted for all matters affecting this case.
Full-text copies of the Chapter 15 petitions are now available for
download at PacerMonitor.com.
BIOTRICITY INC: Posts $3.9 Million Net Loss in Second Quarter
-------------------------------------------------------------
Biotricity Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss
attributable to common stockholders of $3.88 million on $2 million
of net revenue for the three months ended Sept. 30, 2023, compared
to a net loss attributable to common stockholders of $4.90 million
on $1.28 million of net revenue for the three months ended Sept.
30, 2022.
For the six months ended Sept. 30, 2023, the Company reported a net
loss attributable to common stockholders of $7.48 million on $3.92
million of net revenue compared to a net loss attributable to
common stockholders of $9.93 million on $2.51 million of net
revenue for the six months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $6.82 million in total
assets, $32.29 million in total liabilities, $1.26 million in
mezzanine equity, and a total stockholders' deficiency of $26.73
million.
Biotricity said, "The Company is in the early stages of
commercializing its first product and is concurrently in
development mode, operating a research and development program in
order to develop, obtain regulatory clearance for, and
commercialize other proposed products. The Company has incurred
recurring losses from operations, and as of September 30, 2023, had
an accumulated deficit of $120.1 million and a working capital
deficiency of $12.6 million. Those conditions raise substantial
doubt about its ability to continue as a going concern for a period
of one year from the issuance of these condensed consolidated
financial statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1630113/000149315223041243/form10-q.htm
About Biotricity
Headquartered in Redwood City, CA, Biotricity Inc. is a medical
technology company focused on biometric data monitoring and
diagnostic solutions. The Company's aim is to deliver remote
monitoring solutions to the medical, healthcare, and consumer
markets, with a focus on diagnostic and post-diagnostic solutions
for lifestyle and chronic illnesses.
Richmond Hill, Ontario, Canada-based SRCO Professional Corporation,
the Company's auditor since 2015, issued a "going concern"
qualification in its report dated June 29, 2023, citing that the
Company has incurred recurring losses from operations, has negative
cash flows from operating activities, working capital deficiency
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.
BITTREX INC: Chapter 11 Plan to Pay Creditors in Full Approved
--------------------------------------------------------------
Hilary Russ of Law360 reports that a Delaware judge signed off
Monday, October 30, 2023, on the Chapter 11 plan of bankrupt
cryptocurrency exchange Bittrex, which expects to have enough money
in its estate to pay unsecured creditors in full.
About Bittrex Inc.
Bittrex is a regulated digital assets exchange platform.
Desolation Holdings and three of its affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del., Lead Case No. 23-10597) on May 8, 2023. Desolation
Holdings' debtor affiliates are Bittrex, Inc., Bittrex Malta
Holdings Ltd. and Bittrex Malta Ltd.
At the time of filing, the Debtors estimated consolidated assets of
$500 million to $1 billion in assets and $500 million to $1 billion
in liabilities.
The Hon. Brendan Linehan Shannon presides over the cases.
Quinn Emanuel Urquhart & Sullivan, LLP, led by partner Patricia B.
Tomasco, is the Debtors' counsel. Berkeley Research Group, LLC, is
the Debtors' restructuring advisor. Omni Agent Solutions is the
claims agent.
BLACK ROCK FARMS: Case Summary & Five Unsecured Creditors
---------------------------------------------------------
Debtor: Black Rock Farms, LLLP
2519 McCracken Pike
Versailles, KY 40383-9744
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 16, 2023
Court: United States Bankruptcy Court
Eastern District of Kentucky
Case No.: 23-51369
Debtor's Counsel: W. Thomas Bunch II, Esq.
BUNCH & BROCK, PSC
126 W. Maxwell St, Ste 200
Lexington, KY 40508-1858
Tel: (859) 254-5522
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven Marshall, president of Black Rock
Equine Management, Inc., general partner of the Debtor.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/AU5MOXA/Black_Rock_Farms_LLLP__kyebke-23-51369__0001.0.pdf?mcid=tGE4TAMA
BOY SCOUTS: 3rd Circ. Declines Claimants' Bid to Freeze Plan
------------------------------------------------------------
Ben Zigterman of Law360 reports that the Third Circuit rejected
bids by sexual abuse claimants and insurers who object to
nonconsensual third-party releases in the Boy Scouts' Chapter 11
plan to pause the organization's plan until the U. S. Supreme Court
rules on that issue.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor.
Omni Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BROOKFIELD WEC: S&P Alters Outlook to Positive, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on nuclear
power plant products and services provider Brookfield WEC Holdings
Inc. (WEC) and revised the outlook to positive from stable.
At the same time, S&P also affirmed its 'B' issue-level rating and
'3' recovery rating on the company's $3.5 billion first-lien term
loan due 2025.
The positive outlook indicates that S&P could raise the rating on
WEC after it successfully completes a refinancing of its
outstanding debt in a manner that does not materially hurt credit
metrics.
On Nov. 7, 2023, Brookfield Renewable Partners L.P.
(BBB+/Stable/A-2)and Cameco Corp. (BBB-/Stable/A-3) completed its
purchase WEC. Brookfield Renewable Partners L.P. (BEP) will
maintain a majority ownership stake in WEC.
Over the past several years, WEC has demonstrated its ability to
compete in the highly regulated and specialized nuclear reactor
fuel and equipment markets, emerging from bankruptcy in 2018 to
become one of the top three market participants. Currently, the
company is a leading fuel assemblies and components provider in
approximately 35% of nuclear reactors worldwide with capabilities
to serve 85% of the total operating fleet spanning across all 35
licensed countries. Given the highly specialized nature of a
nuclear reactor, most of the company's revenues are generated from
stable, recurring services activity. In addition, reactors operate
on a planned outage schedule every 18-24 months, which provides
strong revenue visibility. S&P views WEC's scale and competitive
position as stronger compared to similarly rated peers, though its
participation in a single end market, higher fixed-cost nature of
its business, and moderate customer concentration serve as partial
offsets.
S&P said, "In our view, nuclear power will continue to play a vital
role in the energy transition to a carbon-free future. Positive
geopolitical and public support in recent years has created a
renewed interest in nuclear power, an industry which was once
considered to be in secular decline. This trend, along with
improvements in equipment and safety, has led to reactors across
the globe delaying decommissioning timeframes and several countries
even restarting new build efforts. In addition, the positive
secular trends have spun a significant amount of technological
development in smaller nuclear reactors, in which WEC is well
positioned to become a significant player. However, given the
highly regulated nature of the nuclear markets and relatively long
lead times needed to manufacture such equipment, we expect these
trends will take some time to materialize."
Despite positive trends, leverage remains elevated. For the period
ended Sept. 30, 2023, WEC generated strong revenue growth of 24%
and S&P Global Ratings-adjusted leverage of about 6.4x on a last 12
months (LTM) basis. S&P said, "While we expect modest margin
improvement in the fourth quarter due to timing of reactor outages
and favorable product mix, we anticipate full-year S&P Global
Ratings-adjusted leverage will be in the mid-to-high 5x area. Going
forward, we expect the change in ownership from private equity will
have a modestly positive impact on credit metrics, as we will net
the company's accessible cash against debt, beginning in the fourth
quarter of 2023. We also believe the company will now prioritize
organic and inorganic growth opportunities over shareholder
distributions. However, given the currently high debt burden, we do
not anticipate leverage will drop below 5x over the next 12-24
months."
The company faces upcoming maturities in 2025. The company's
first-lien term loan (about $3.5 billion of outstanding debt as of
third-quarter 2023) is due mid-2025. S&P said, "While we believe
the company's good performance will likely enable it to refinance
its debt before it becomes current, we nevertheless note a
refinancing risk given meaningful maturities are less than two
years away."
S&P said, "Even though BEP, together with its institutional
partners, will have a 51% stake in the company and has funded the
acquisition with equity, we do not consider any uplift in WEC's
rating given that we see BEP as a project developer. Specifically,
project developers have the ability to walk away if subsidiaries
have any financial distress. This is because project developers
have material diversification in which typically no subsidiary
accounts for more than 20% of expected EBITDA. We expect that WEC
will represent less than 10% of BEP's expected cash flows. While
unlikely over the near term, actual support could cause a
reassessment of our view.
"We expect WEC will continue to generate moderate free operating
cash flow (FOCF). As of the third quarter of 2023, the company
generated S&P Global Ratings-adjusted LTM FOCF outflows of about
$187 million, primarily due to higher working capital requirements.
While we expect a sizable cash inflow from working capital in the
fourth quarter, FOCF is likely to be lower in 2023 than prior
years. In 2024, we expect WEC's cash generation will be supported
by strong earnings from its core operations and lower
working-capital outflows, partially offset by modestly higher
capital spending as the company invests in growth initiatives.
"The positive outlook indicates that we could raise the rating on
WEC once it successfully completes a refinancing of its outstanding
debt in a manner that does not materially hurt credit metrics."
S&P could raise its rating on WEC if:
-- The company successfully addresses its upcoming debt maturities
in the first half of 2024;
-- The company continues to meet our expectations for good
operating performance, maintaining leverage below or around 6.0x
while generating positive FOCF; and
-- Liquidity remains adequate.
S&P could revise the outlook to stable if leverage is sustained
above 6.0x with limited prospects for improvement. This could occur
if:
-- A downturn in the nuclear markets dampens the company's
operating performance;
-- The company materially increases its debt burden upon
refinancing; or
-- WEC adopts a more aggressive financial policy that includes
large debt-financed acquisitions or sizeable shareholder rewards.
Likewise, S&P could downgrade WEC if:
-- The company is not able to successfully refinance its upcoming
debt maturities within the first half of 2024; or
-- The company's liquidity profile or cash generation
significantly deteriorates.
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of WEC. In our view, there are safety
concerns among the public regarding nuclear energy, as evidenced by
historical disasters. This is partially offset by recent
developments in reactor technology and potentially larger use of
nuclear as a viable source of energy for a carbon-free future.
However, we also note the social views and environmental benefits
of nuclear energy could shift over time due to changes in
regulation, the evolving geopolitical landscape, and public
perception."
BROOKWOOD VILLAGE: Taps Quality Title Services as Escrow Agent
--------------------------------------------------------------
Brookwood Village LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Louisiana to employ Quality Title
Services LLC as escrow agent and title attorney.
The firm will handle the closing of the sale of Brookwood Village
Shopping Center from the Debtor to Renaissance Group, L.L.C.
For closing and title services, Quality will charge the applicable
filed rate of .005 percent for the issuance of a Owner's Title
Policy, as well as a Lender's Title Policy, and related Purchaser
and/or lender required endorsements, in connection with the sale
from the Debtor to Renaissance.
Joseph Marriott, title attorney at Quality Title, assures the court
that he and the firm do not represent an interest adverse to the
Debtor or its estates, and are "disinterested persons" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joseph Marriott
Quality Title Services LLC
3621 Ridgelake Dr, Ste 207
Metairie, LA 70002
Phone: (504) 834-7171
About Brookwood Village LLC
Brookwood Village LLC in New Orleans, LA, filed its voluntary
petition for Chapter 11 protection (Bankr. M.D. La. Case No.
23-10312) on May 16, 2023, listing $1,433,667 in assets and
$4,515,344 in liabilities. Tyrone C. Legette as manager, signed the
petition.
Sternberg Naccari & White, LLC serves as the Debtor's legal
counsel.
BRYANT PORTABLE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bryant Portable Welding, Inc.
PO Box 218
Parshall, ND 58770-0218
Chapter 11 Petition Date: November 16, 2023
Court: United States Bankruptcy Court
District of North Dakota
Case No.: 23-30416
Debtor's Counsel: Erik A Ahlgren, Esq.
AHLGREN LAW OFFICE, PLLC
220 W Washington Ave 105
Fergus Falls, MN 56537
Email: erik@ahlgrenlawoffice.net
Total Assets: $814,483
Total Liabilities: $1,590,690
The petition was signed by Roy Jeffrey Bryant as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/H7BQGYQ/Bryant_Portable_Welding_Inc__ndbke-23-30416__0001.0.pdf?mcid=tGE4TAMA
CAMBER ENERGY: Incurs $22.4 Million Net Loss in Third Quarter
-------------------------------------------------------------
Camber Energy, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $22.36 million on $10.13 million of revenue for the three months
ended Sept. 30, 2023, compared to a net loss of $10.68 million on
$6.16 million of revenue for the three months ended Sept. 30,
2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $25.27 million on $24.41 million of revenue compared to
a net loss of $14.69 million on $18.67 million of revenue for the
same period during the prior year.
As of Sept. 30, 2023, the Company had $101.77 million in total
assets, $72.58 million in total liabilities, and $29.19 million in
total stockholders' equity.
The loss for the nine months ended Sept. 30, 2023, was comprised
of, among other things, certain non-cash items, including: (i)
goodwill impairment of $14,486,745; (ii) change in fair value of
derivative liability of $5,803,791; (iii) loss on extinguishment of
debt of $605,507; (iii) amortization of debt discount of $873,776;
(iv) depreciation, depletion and amortization of $698,061; and (v)
accretion of asset retirement obligation of $67,599.
As of Sept. 30, 2023, the Company had a stockholders' equity of
$29,189,192, long-term debt of $38,849,855 and a working capital
deficiency of $9,451,778. The largest components of current
liabilities creating this working capital deficiency is drawings by
Simson-Maxwell against its bank credit facility of $4,324,791,
accrued interest on notes payable to Discover of $4,594,469 and a
derivative liability of $3,319,210.
Camber said, "These conditions raise substantial doubt regarding
the Company's ability to continue as a going concern. The
Company's ability to continue as a going concern is dependent upon
its ability to utilize the resources in place to generate future
profitable operations, to develop additional acquisition
opportunities, and to obtain the necessary financing to meet its
obligations and repay its liabilities arising from business
operations when they come due. Management believes the Company may
be able to continue to develop new opportunities and may be able to
obtain additional funds through debt and / or equity financings to
facilitate its business strategy; however, there is no assurance of
additional funding being available."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1309082/000147793223008345/cei_10q.htm
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy-- is a growth-oriented diversified
energy
company. Through its majority-owned subsidiary, Camber provides
custom energy & power solutions to commercial and industrial
clients in North America and owns interests in oil and natural gas
assets in the United States. The company's majority-owned
subsidiary also holds an exclusive license in Canada to a patented
carbon-capture system, and has a majority interest in: (i) an
entity with intellectual property rights to a fully developed,
patent pending, ready-for-market proprietary Medical & Bio-Hazard
Waste Treatment system using Ozone Technology; and (ii) entities
with the intellectual property rights to fully developed, patent
pending, ready-for-market proprietary Electric Transmission and
Distribution Open Conductor Detection Systems.
Camber Energy reported a net loss attributable to the company of
$107.74 million for the year ended Dec. 31, 2022, a net loss
attributable to the company of $169.68 million for the year ended
Dec. 31, 2021, compared to a net loss attributable to the company
of $52.01 million for the nine months ended Dec. 31, 2020.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 17, 2023, citing that the Company has suffered
recurring losses from operations, has a stockholder deficit and
has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern.
CAN B CORP: Delays Filing of Quarterly Report on Form 10Q
---------------------------------------------------------
Can B Corp disclosed in a Form 12b-25 filed with the Securities and
Exchange Commission that the Company has determined that the filing
of its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023, will be delayed.
According to the Company, it is unable to file the Form 10-Q within
the prescribed time period due to a delay in obtaining and
compiling information required to be included in its Form 10-Q,
which delay could not be eliminated by the Company without
unreasonable effort and expense.
In accordance with Rule 12b-25 of the Securities Exchange Act of
1934, as amended, the Registrant will file its Form 10-Q no later
than the fifth calendar day following the prescribed due date.
About Can B Corp
Headquartered in Hicksville New York, Can B Corp (f/k/a Canbiola,
Inc.) -- http://www.canbiola.com-- develops, manufactures and
sells products containing cannabinoids derived from hemp biomass
and the licensing of durable medical devises.
Can B Corp. reported a net loss of $14.92 million for the year
ended Dec. 31, 2022, compared to a net loss of $12.17 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$15.56 million in total assets, $12.86 million in total
liabilities, and $2.70 million in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
CANO HEALTH LLC: $644.4MM Bank Debt Trades at 57% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Cano Health LLC is
a borrower were trading in the secondary market around 43.3
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $644.4 million facility is a Term loan that is scheduled to
mature on November 23, 2027. About $626.7 million of the loan is
withdrawn and outstanding.
Cano Health, LLC operates primary care centers and supports
affiliated medical practices. The Company specializes in primary
care for seniors, as well as promotes activities and care to
improve both physical health and well-being and offers population
health management programs. Cano Health serves patients in the
United States.
CANO HEALTH: Warrants Face NYSE Delisting Over Low Price
--------------------------------------------------------
Cano Health, Inc. disclosed in a Form 8-K report filed with the
Securities and Exchange Commission that on November 9, 2023, the
New York Stock Exchange notified the Company that the NYSE had
determined to (a) commence proceedings to delist the Company's
warrants, each whole warrant exercisable for one share of the
Company's Class A common stock, par value $0.01 per share, at an
exercise price of $1,150 per share, and listed to trade on the NYSE
under the symbol "CANO/WS" and (b) immediately suspend trading in
the Warrants due to "abnormally low" price levels pursuant to
Section 802.01D of the NYSE Listed Company Manual.
On November 13, 2023, the NYSE issued a press release regarding
such matter and filed Form 25 with the Securities and Exchange
Commission to initiate delisting of the Warrants. The Company does
not intend to appeal the NYSE's determination.
Trading in the Company's Class A Common Stock will be unaffected
and will continue on the NYSE under the symbol "CANO." Trading of
the Warrants is expected to continue on the OTC market.
About Cano Health
Cano Health, Inc. (NYSE: CANO) -- https://www.canohealth.com/ -- is
a primary care-centric, technology-powered healthcare delivery and
population health management platform. Founded in 2009, with its
headquarters in Miami, Florida, Cano Health is transforming
healthcare by delivering primary care that measurably improves the
health, wellness, and quality of life of its patients and the
communities it serves through its primary care medical centers and
supporting affiliated providers.
Cano Health reported a net loss of $428.39 million in 2022, a net
loss of $116.74 million in 2021, a net loss of $71.06 million in
2020, and a net loss of $19.78 million in 2019.
Cano Health announced that on Sept. 5, 2023, it was notified by
NYSE Regulation Inc. that it is not in compliance with Section
802.01C of the NYSE Listed Company Manual because the average
closing stock price of a share of the Company's Class A common
stock was less than $1.00 per share over a consecutive 30
trading-day period
* * *
As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'.
S&P said, "We based our negative outlook on our expectation for
continued weak operating performance and cash flow deficits. Given
the company's current liquidity position, we believe there is
heightened risk of a near-term default such as a bankruptcy filing,
debt restructuring, or missed interest payment."
CANOO INC: Incurs $112 Million Net Loss in Third Quarter
--------------------------------------------------------
Canoo Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss and
comprehensive loss of $111.97 million on $519,000 of revenue for
the three months ended Sept. 30, 2023, compared to a net loss and
comprehensive loss of $117.70 million on $0 of revenue for the
three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss and comprehensive loss of $273.57 million on $519,000 of
revenue compared to a net loss and comprehensive loss of $407.46
million on $0 of revenue for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $534.35 million in total
assets, $368.69 million in total liabilities, and $165.65 million
in total stockholders' equity.
Canoo said, "We require substantial additional capital to develop
our EVs and services and fund our operations for the foreseeable
future. We will also require capital to identify and commit
resources to investigate new areas of demand. Until we can
generate sufficient revenue from vehicle sales, we are financing
our operations through access to private and public equity
offerings and debt financings. Management believes substantial
doubt exists about the Company's ability to continue as a going
concern for twelve months from the date of issuance of the
financial statements included in this Quarterly Report on Form
10-Q."
Management Commentary
"We are now in our manufacturing and revenue-generation phase,
while we still have things left to prove. We have worked nearly
three years to get to this point," said Tony Aquila, Investor,
Executive Chairman and CEO of Canoo. "The bets we have made around
the redesign and functionality of our platform are beginning to
play out successfully at multiple levels. We continue to move
toward our goal of achieving 20,000 annual unit capacity. I think
that's a tribute to the scrappiness of our team driving value to
our customers and partners."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1750153/000162828023038994/goev-20230930.htm
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $487.69 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $346.77 million for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had $496.47 million in total
assets, $259.90 million in total liabilities, and $236.57 million
in total stockholders' equity.
Los Angeles, California-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 30, 2023, citing that the Company has suffered
recurring losses from operations, has generated recurring negative
cash flows from operating activities, and expects to continue to
incur net losses and negative cash flows from operating activities
in accordance with its ongoing activities. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
CARNIVAL PLC: EUR751.5MM Bank Debt Trades at 36% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Carnival PLC is a
borrower were trading in the secondary market around 64.1
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The EUR751.5 million facility is a Term loan that is scheduled to
mature on October 9, 2032. About EUR597.2 million of the loan is
withdrawn and outstanding.
Carnival PLC owns and operates cruise ships. The Company offers
cruise vacations in North America, Continental Europe, the United
Kingdom, South America, and Australia.
CARNIVAL PLC: EUR755.5MM Bank Debt Trades at 34% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Carnival PLC is a
borrower were trading in the secondary market around 66.0
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The EUR755.5 million facility is a Term loan that is scheduled to
mature on December 17, 2032. About EUR597.2 million of the loan is
withdrawn and outstanding.
Carnival PLC owns and operates cruise ships. The Company offers
cruise vacations in North America, Continental Europe, the United
Kingdom, South America, and Australia.
CCS-CMGC HOLDINGS: $500MM Bank Debt Trades at 15% Discount
----------------------------------------------------------
Participations in a syndicated loan under which CCS-CMGC Holdings
Inc is a borrower were trading in the secondary market around 84.8
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $500 million facility is a Term loan that is scheduled to
mature on October 1, 2025. The amount is fully drawn and
outstanding.
CCS-CMGC Holdings, Inc. operates as a holding company. The Company,
through its subsidiaries, provides health care services.
CELSIUS NETWORK: QEUS Files Supplemental Rule 2019 Statement
------------------------------------------------------------
Victor Noskov of Quinn Emanuel Urquhart & Sullivan LLP ("QEUS")
filed a second supplement to the verified statement of Quinn
Emanuel Urquhart & Sullivan LLP pursuant to Bankruptcy Rule 2019.
QEUS disclosed that the law firm no longer represents Pharos Fund
SP of Pharos Master SPC, Pharos USD Fund SP of Pharos Master SPC,
and Nexxus Advisors Holdings, LLC in connection with the Chapter 11
cases of Celsius Network LLC and affiliates.
Moreover, QEUS may also represent other clients in matters
pertaining to the Debtors, and is currently gathering additional
information concerning such matters and in the future may or may
not undertake other engagements. Those representations may or may
not result in representation in these bankruptcy cases.
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.
CLEAN ENERGY: Converts $1.95 Million Notes With Mast Hill to Equity
-------------------------------------------------------------------
Clean Energy Technologies, Inc. announced a key financial
structuring, converting $1.95 million notes with Mast Hill Fund,
L.P. from liability to equity. This strategic shift enhances
CETY's financial flexibility and strengthens long-term
partnerships.
Key Highlights of the Equity Conversion:
* Non-Mandatory Redemption in Cash: The preferred stocks in
exchange for the outstanding balances under the Notes do not
mandate redemption in cash, providing CETY with increased
flexibility in managing its financial resources. This feature
allows the Company to allocate funds more efficiently, supporting
strategic initiatives and growth opportunities.
* Variable Conversion: The conversion mechanism incorporates a
variable structure, aligning the interests of investors with the
Company's performance. This dynamic conversion feature reflects
CETY's commitment to shareholder value and ensures that conversions
are based on prevailing market conditions.
* 15% Dividend for the Converted Class of Stock: Preferred
stockholders benefiting from the conversion will receive a 15%
dividend, which was originally stipulated as part of the original
notes. This dividend underscores CETY's commitment to delivering
value to its investors and provides an attractive incentive for
long-term investment. The converted securities will be subject to
customary transfer restrictions.
Mast Hill, a key stakeholder, is considered a long-term partner of
CETY, and this strategic move reflects the commitment to nurturing
and enhancing this valued relationship. The Company values Mast
Hill's partnership immensely and looks forward to continued
collaboration in achieving mutual success.
Kam Mahdi, CEO at CETY, commented "We believe that the conversion
of the Notes is a strategic move that aligns with our long-term
vision for sustainable growth. This decision not only strengthens
our financial position but also reflects our commitment to creating
value for our shareholders and partners."
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. (CETY) -- http://www.cetyinc.com-- designs, produces and
markets clean energy products and integrated solutions focused on
energy efficiency and renewables. The Company provides waste heat
recovery solutions, waste to energy solutions, and engineering,
consulting and project management solutions.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2015, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company has an accumulated deficit, a working capital deficit and
negative cash flows from operations. These factors, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.
CLEAN ENERGY: Incurs $667K Net Loss in Third Quarter
----------------------------------------------------
Clean Energy Technologies, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $667,136 on $4 million of net total sales for the three
months ended Sept. 30, 2023, compared to a net loss of $861,415 on
$44,629 of net total sales for the three months ended Sept. 30,
2022.
For the nine months ended Sept. 30, 2023, the Company recorded a
net loss of $2.46 million on $11.70 million of net total sales
compared to a net loss of $1.32 million on $2.57 million of net
total sales for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $11.09 million in total
assets, $5.71 million in total liabilities, and $5.39 million in
total stockholders' equity.
Clean Energy said, "The Company had a total stockholder's equity of
$5,389,051 and a working capital of $1,755,468 as of September 30,
2023. The company also had an accumulated deficit of $19,829,422
as of September 30, 2023. Therefore, there is substantial doubt
about the ability of the Company to continue as a going concern.
CETY has a clear strategy in place and has the capability to
successfully restructure its existing debt and secure additional
financing. With its current strategic approach and diversification
of its products and solutions, the management has created a
favorable environment for the company to transition towards
profitability."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1329606/000149315223041332/form10-q.htm
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables. The Company provides waste heat
recovery solutions, waste to energy solutions, and engineering,
consulting and project management solutions.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2015, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company has an accumulated deficit, a working capital deficit and
negative cash flows from operations. These factors, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.
COLLABO GROUP: Seeks to Hire Robert Lewis PC as Legal Counsel
-------------------------------------------------------------
Collabo Group Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ the Law Offices of
Robert S. Lewis, PC, as its attorney.
The firm's services include:
a) advising the Debtor with respect to its rights, powers, and
obligations as a debtor and debtor-in-possession in the continued
management of its assets and affairs;
b) advising and consulting the Debtor on the conduct of the
Chapter 11 Case, including all the legal and administrative
requirements of being in Chapter 11;
c) taking all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of actions commenced against the estate, and
negotiations concerning litigation in which the Debtor may be
involved, including objections to claims filed against its estate;
d) preparing on the Debtor's behalf any necessary motions,
applications, answers, orders, reports, and other papers necessary
to the administration of its Chapter 11 Case;
e) negotiating and preparing on the Debtor's behalf plan(s) of
reorganization, disclosure statement(s) and all related agreements
and/or documents and taking any necessary action on the Debtor's
behalf to obtain confirmation of such plan(s);
f) advising the Debtor in connection with the sale of any
assets;
g) attending meetings and negotiating with representatives of
creditors and other parties in interest;
h) appearing before this Court, any appellate courts, and the
U.S. Trustee, and protecting the interests of the Debtor's estate
before such courts and the U.S. Trustee; and
i) performing all other necessary legal services and providing
all other necessary or appropriate legal advice to the Debtor in
connection with the Chapter 11 Case.
The firm will be paid at these rates:
Members $400 per hour
Paralegals $150 per hour
The firm received a retainer in the amount of $4,000.
Lewis will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Robert S. Lewis, partner of the Law Offices of Robert S. Lewis, PC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Lewis can be reached at:
Robert S. Lewis, Esq.
LAW OFFICES OF ROBERT S. LEWIS, PC
53 Burd Street
Nyack, NY 10960
Tel: (845) 358-7100
Fax: (845) 353-6943
About Collabo Group Inc.
Collabo Group Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35891) on Oct. 24,
2023, listing under $1 million in both assets and liabilities.
Robert Lewis, Esq. at ROBERT S LEWIS PC represents the Debtor as
counsel.
CUMULUS MEDIA: $525 MM Bank Debt Trades at 24% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Cumulus Media New
Holdings Inc is a borrower were trading in the secondary market
around 76.2 cents-on-the-dollar during the week ended Friday,
November 17, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $525 million facility is a Term loan that is scheduled to
mature on March 31, 2026. About $329.5 million of the loan is
withdrawn and outstanding.
Headquartered in Atlanta, Ga., Cumulus Media New Holdings Inc. is
the third largest radio broadcaster in the U.S. with 405 stations
in 86 markets, a nationwide network serving more than 9,500
broadcast affiliates, and numerous digital channels. In addition,
Cumulus has several digital businesses (including podcasting,
streaming, and marketing services), and live events. Cumulus
emerged from Chapter 11 bankruptcy protection in June 2018.
CWT TRAVEL: Fitch Lowers Rating on IDR to 'RD'
-----------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of CWT
Travel Group, Inc., CWT US, LLC, CWT UK Group Ltd., and CWT
Beheermaatschappij B.V., (collectively, CWT Travel) to 'RD' from
'CCC'. The revolver and term loan B were downgraded to 'CCC'/'RR1'
from 'B'/'RR1'. Fitch has also downgraded the senior secured notes
to 'CCC-'/'RR2' from 'B-'/'RR2' and has subsequently withdrawn the
rating following the equitization of the notes. This follows the
announcement on Nov. 9, 2023 that CWT Travel completed its debt
recapitalization.
The equitization of the senior secured notes is deemed a distressed
debt exchange by Fitch, as holders of these notes were deemed to
receive a material reduction in terms and the transaction was
deemed to avoid an eventual probable default.
Fitch will likely upgrade the IDR as well as the revolver and term
loan after receiving and reviewing additional financial information
and documents related to the transaction.
KEY RATING DRIVERS
CWT Travel announced a recapitalization of its balance sheet on
Nov. 9, 2023. The recapitalization involved the equitization of the
company's existing $625 million senior notes and provision of
incremental liquidity.
Fitch expects the recapitalization will materially improve EBITDA
leverage and fixed-charge coverage, while enhancing liquidity. The
improved capital structure, combined with continued improvement in
the travel industry, should put CWT Travel on stronger footing over
the near term. The transaction reduces debt by over $450 million
and extends debt maturities.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch will likely upgrade the IDR upon further review of the new
capital structure and business operations.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Fitch is unlikely to take a negative rating action at the current
rating given the restructuring of the capital structure.
ISSUER PROFILE
CWT Travel Group Inc. (renamed from Carlson Travel Inc. following
its restructuring its November 2021) is a Minnetonka, Minn.-based
business-to-business employee travel platform company that serves
clients in about 145 countries through its wholly owned operations,
several joint ventures and a network of international contracted
partners.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
CWT US, LLC LT IDR RD Downgrade CCC
senior secured LT CCC Downgrade RR1 B
CWT
Beheermaatschappij
B.V. LT IDR RD Downgrade CCC
senior secured LT CCC Downgrade RR1 B
CWT Travel Group,
Inc. LT IDR RD Downgrade CCC
senior secured LT CCC- Downgrade RR2 B-
senior secured LT WD Withdrawn CCC-
senior secured LT CCC Downgrade RR1 B
CWT UK Group Ltd. LT IDR RD Downgrade CCC
senior secured LT CCC Downgrade RR1 B
DENTAL EXPRESSION: Unsecureds to Get 20% Dividend in Plan
---------------------------------------------------------
Dental Expression, PLLC, submitted a Third Amended 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 of Reorganization dated
November 9, 2023 is available at https://urlcurt.com/u?l=zTVUjV
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.
DIGITAL ALLY: Incurs $3.7 Million Net Loss in Third Quarter
-----------------------------------------------------------
Digital Ally, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $3.68 million on $6.34 million of total revenue for the three
months ended Sept. 30, 2023, compared to a net loss of $1.92
million on $8.48 million of total revenue for the three months
ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $17.98 million on $22.31 million of total revenue
compared to a net loss of $9.30 million on $28.13 million of total
revenue for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $51.36 million in total
assets, $32.50 million in total liabilities, and $18.86 million in
total stockholders' equity.
Digital Ally stated, "The Company has experienced net losses and
cash outflows from operating activities since inception. For the
nine months ended September 30, 2023, the Company had had a net
loss attributable to common stockholders of $18,207,795, net cash
used in operating activities of $5,842,158, $197,241 used in
investing activities and $4,715,031 provided by financing
activities. The Company will have to restore positive operating
cash flows and profitability over the next year and/or raise
additional capital to fund its operational plans, meet its
customary payment obligations and otherwise execute its business
plan. There can be no assurance that it will be successful in
restoring positive cash flows and profitability, or that it can
raise additional financing when needed, and obtain it on terms
acceptable or favorable to the Company.
"The Company has implemented an enhanced quality control program to
detect and correct product issues before they result in significant
rework expenditures affecting its gross margins and has seen
progress in that regard. The Company has also implemented a
marketing and advertisement reduction plan for its entertainment
segment, which will focus on reducing and alleviating current
obligations from its media marketing agreements and place a hold on
entering into any new agreements. The Company believes that its
quality control, cost-cutting initiatives, and new product
introduction will eventually restore positive operating cash flows
and profitability, although it can offer no assurances in this
regard.
"Management has evaluated the significance of the conditions
described above in relation to the Company's ability to meet its
obligations and concluded that, without additional funding, the
Company will not have sufficient funds to meet its obligations
within one year from the date the unaudited condensed consolidated
financial statements were issued. Such factors raise substantial
doubt about the Company's ability to sustain operations for at
least one year from the issuance of these unaudited condensed
financial statements."
Management Comments
Stanton E. Ross, chief executive officer of Digital Ally, stated,
"We are very pleased to report over $6.3 million in quarterly
revenues for the third quarter of 2023, along with greatly improved
gross profits compared to the third quarter of 2022. We are
pleased to see the continued success and traction in the
marketplace with our new video products, particularly the EVO-HD,
FirstVu Pro, and QuickVu docking stations, which are continuing to
build upon our existing subscription plans and deferred revenue.
It is exciting to see our deferred revenue balance approaching the
$10 million mark, as our contract liabilities went from
approximately $7.2 million at September 30, 2022, to nearly $9.9
million at September 30, 2023. We continue to build excitement
around the momentum being gained in our Digital Ally Healthcare
venture, as Nobility Healthcare, LLC continues to right-size and
maximize the profitability of the four completed acquisitions. The
numerous medical billing company acquisitions that we have already
completed demonstrate our roll-up strategy is effective and
attractive to potential targets. We look forward to seeing the
growth potential of this venture come to fruition and continue
throughout 2023 and beyond."
Ross added: "Additionally, we are very excited about the filing of
a Registration Statement on Form S-4 by Clover Leaf with the SEC
relating to the proposed business combination between Kustom
Entertainment and Clover Leaf Capital Corp. to create Kustom
Entertainment, Inc., a company with a focus and mission to own and
produce events, festivals, and entertainment alongside its evolving
primary and secondary ticketing technologies. We expect that this
business combination will provide clarity to both shareholder as
well as the marketplace, showing two distinct, stand-alone
entities, Digital Ally and Kustom Entertainment. Further, we remain
excited about the organic growth opportunities with the Kustom 440
subsidiary. Kustom 440 hosted its first festival during 2023, in
Kansas City at Legends Field, headlining Chris Young and Gabby
Barrett. We were very pleased with the results of the show and the
turn-out for this event and look forward to announcing more shows
in the near future. We will continue to inform our investors as we
move forward with the business combination, alongside our
continuous efforts to take advantage of new business opportunities
and to maximize our existing business lines to benefit the Company
and its shareholders through 2023 and beyond."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1342958/000149315223041326/form10-q.htm
About Digital Ally
Digital Ally (NASDAQ: DGLY) provides law enforcement agencies,
commercial fleet companies and event security teams with video
solutions and software management. Product lines include
body-cameras, vehicle video systems, IP video surveillance systems,
flexible storage solutions and patented VuLink automatic activation
technology.
New York, NY-based RBSM LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has incurred substantial
operating losses and will require additional capital to continue
as a going concern. This raises substantial doubt about the
Company's ability to continue as a going concern.
DIVERSE CONSTRUCTION: Seeks to Hire Guerrero CPA as Accountant
--------------------------------------------------------------
Diverse Construction Group, LLC and Dario Hernandez, Jr., and wife,
Elaine Gamez Hernandez seek approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire Guerrero, CPA as its
accountant.
The professional services to be rendered by the accounting firm
include preparing Income Tax Returns and assisting the Debtors with
tax reporting and compliance, including assisting the Debtors with
accounting requirements in this bankruptcy case.
Ed Guerrero, accountant, will render these services at his current
customary hourly rate of $375 per hour.
Guerrero CPA neither holds nor represents an interest adverse to
the Debtors, or their respective estates, and is a disinterested
person within the meaning of 11 U.S.C. Section 327(a), according to
court filings.
The firm can be reached through:
Ed Guerrero, CPA
GUERRERO CPA
508 W. Rhapsody
San Antonio, TX 78216
Phone: (210) 490-7100
About Diverse Construction Group, LLC
Diverse Construction Group, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51281) on
September 26, 2023. In the petition signed by Dario Hernandez,
owner/member, the Debtor disclosed up to $10 million in assets and
up to $1 million in liabilities.
Judge Craig A. Gargotta oversees the case.
William R. Davis, Jr., Esq., at Langley & Banack, Inc., represents
the Debtor as legal counsel.
DOBBS TRUCKING: Seeks to Hire Saxton Law PLLC as Attorney
---------------------------------------------------------
Dobbs Trucking, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Mississippi to employ Saxton Law, PLLC
as attorney.
The firm will provide these services:
a. represent the Debtor in this Chapter 11 case and to advise
the Debtor as to its rights, duties and powers as a debtor in
possession;
b. prepare and file all necessary statements, schedules, and
other documents to negotiate and prepare a plan of reorganization
for the Debtor;
c. represent the Debtor at all hearings, meetings of
creditors, conferences, trials, and 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 the rate of $275 per hour, and the
retainer of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Randall R. Saxton, a partner at Saxton Law, 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:
Randall R. Saxton, Esq.
SAXTON LAW, PLLC
986 Madison Ave
Madison, MS 39110
Tel: (601) 790-0520
Email: randall@saxton.law
About Dobbs Trucking
Dobbs Trucking, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-12021) on
July 6, 2023.
Randall R. Saxton of Saxton Law, PLLC is the Debtor's legal
counsel.
ECLIPZ.IO INC: Hires Levene Neale Bender as Bankruptcy Counsel
--------------------------------------------------------------
Eclipz.io, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ Levene, Neale,
Bender, Yoo & Golubchik L.L.P. as its general bankruptcy counsel.
The firm's services include:
a. advising the Debtor with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Debtor;
b. advising the Debtor with regard to certain rights and
remedies of its bankruptcy estate and the rights, claims, and
interests of creditors;
c. representing the Debtor in any proceeding or hearing in the
Bankruptcy Court involving its estate unless the Debtor is
represented in such proceeding or hearing by other special
counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtor in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of LNBYG's expertise or which is beyond LNBYG's
staffing capabilities;
e. preparing and assisting the Debtor in the preparation of
reports, applications, pleadings and orders including, but not
limited to, applications to employ professionals, interim
statements and operating reports, initial filing requirements,
schedules and statement of financial affairs, lease pleadings, cash
collateral pleadings, financing pleadings, and pleadings with
respect to the Debtor's use, sale or lease of property outside the
ordinary course of business;
f. representing the Debtor with regard to obtaining use of
debtor-in-possession financing and/or cash collateral including but
not limited to, negotiating and seeking Bankruptcy Court approval
of any debtor-in-possession financing and/or cash collateral
pleading or stipulation and preparing any pleadings relating to
obtaining use of debtor-in-possession financing and/or cash
collateral;
g. assisting the Debtor in any asset sale process;
h. assisting the Debtor in negotiation, formulation,
preparation and confirmation of a plan of reorganization and the
preparation and approval of a disclosure statement in respect of
the plan; and
i. performing any other services which may be appropriate in
the firm's representation of the Debtor during its bankruptcy
case.
The firm will be paid at these rates:
Attorneys $450 to $690 per hour
Paraprofessionals $295 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $110,000.
Ron Bender, Esq., a managing partner at Levene, disclosed in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Ron Bender, Esq.
Levene, Neale, Bender, Yoo & Golubchik, LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: rb@lnbyg.com
About Eclipz.io, Inc.
Eclipz.io, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
23-51253) on Oct. 30, 2023. The petition was signed by James Bailey
as president. At the time of filing, the Debtor estimated $50,000
to $100,000 in both assets and liabilities.
Judge Stephen L. Johnson presides over the case.
Ron Bender, Esq. at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
represents the Debtor as counsel.
ECLIPZ.IO INC: Seeks to Tap Sherwood Partners as Financial Advisor
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Eclipz.io, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ Sherwood Partners,
Inc. as its financial advisor and sales agent.
Sherwood will render these professional services in its role as a
financial advisor charged on an hourly basis:
a. assisting the Debtor and its counsel in the preparation of
the Debtor's Schedules of Assets and Liabilities, Statement of
Financial Affairs, Monthly Operating Reports, and other reporting
documents;
b. preparing financial budgets, models, liquidation analyses,
and projections, including as may be used in connection with
proposing and confirming a Chapter 11 plan;
c. preparing and assisting the Debtor and its counsel in the
preparation of other reports, applications, and pleadings
including, but not limited to cash collateral pleadings, financing
pleadings, and pleadings with respect to the Debtor's use, sale or
lease of property outside the ordinary course of business;
d. assisting the Debtor and its counsel in the formulation,
preparation, and confirmation of a plan of reorganization and the
preparation and approval of a disclosure statement in respect of
the plan;
e. appearing and testifying as a witness at hearings before
the Court; and
f. performing any other services which may be appropriate in
Sherwood's role as the Debtor's financial advisor during its
bankruptcy case.
13. Sherwood's foregoing hourly rate financial advisor services are
as follows:
Senior Managing Director $650
Managing Director $575
Other Professionals $400 - $500
Sherwood will render these services in its role as a sales agent,
charged on a hybrid hourly/contingency fee basis:
a. assisting the Debtor in locating interim or exit financing,
new equity or a buyer, or other transaction to reorganize the
company, including, without limitation, merger, joint venture,
equity infusion, and the like.
Subject to Court approval, the Debtor will pay Sherwood Success Fee
based upon the total amount of capital borrowed or consideration
paid by a buyer(s), investor, or partner, regardless of whether
such consideration is in the form of cash, debt instruments,
equity, earn out, royalties, or any other form of consideration.
Hourly billings for work related to the sales agent work will be
capped at $20,000. Any Success Fee will be calculated as follows:
Financing 5 percent
Sale, or Other Transaction 9 percent
The firm received a retainer in the amount of $40,000.
As disclosed in the court filings, Sherwood is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Peter Hartheimer
Molly Froschauer
Sherwood Partners, Inc.
3945 Freedom Cir #560
Santa Clara, CA 95054
Phone: (650) 454-8001
About Eclipz.io, Inc.
Eclipz.io, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
23-51253) on Oct. 30, 2023. The petition was signed by James Bailey
as president. At the time of filing, the Debtor estimated $50,000
to $100,000 in both assets and liabilities.
Judge Stephen L. Johnson presides over the case.
Ron Bender, Esq. at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
represents the Debtor as counsel.
ELITE HOME: Unsecureds Will Get 10% of Claims over 36 Months
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Elite Home Health, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization dated
November 7, 2023.
The Debtor is a limited liability company formed under the laws of
the State of Florida.
The Debtor has one member and the Debtor is in the business of
providing Nursing, Physical Therapy, Occupational Therapy, Speeh
Therapy and Medical Social Services to medicare patients.
Class 5 consists of General Unsecured Claims. This Class consists
of General Unsecured Claim of the Internal Revenue Service,
Unsecured portion of the United States Small Business
Administration, and all other general unsecured creditors.
The holders of Class 5 General Unsecured Claims shall approximately
10.00% of the amount owed pre-petition in 36 months, paid in at a
total of $291,518.71 over thirty-six months, commencing on the
effective date of the Plan.
There shall be no distribution on account of disputed claims until
such objection or dispute is resolved by final order.
Class 6 consists of Equity Interest Holders. All members of the
Debtor shall retain their full equity interest in the same amounts,
percentages, manner and structure as existed on the petitiond
date.
The Debtor will make the monthly payments due under the Plan of
Reorganization directly to the Creditors.
The Debtor will retain all property of the estate and such property
shall re-vest in the Debtor at discharge. Thereafter, the Debtor
may use, acquire and dispose of their property free of any
restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the
Bankruptcy Court.
A full-text copy of the Plan of Reorganization dated November 7,
2023 is available at https://urlcurt.com/u?l=e1y7EV from
PacerMonitor.com at no charge.
About Elite Home
Elite Home Health, LLC, is a provider of home health care services
in Jacksonville, Fla.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01863) on Aug. 8,
2023, with $417,800 in assets and $3,686,831 in liabilities.
Brandon Groover, president, signed the petition.
Rehan N. Khawaja, Esq., at the Bankruptcy Law Offices of Rehan N.
Khawaja represents the Debtor as legal counsel.
EXELA TECHNOLOGIES: Delays Filing of Quarterly Report on Form 10Q
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Exela Technologiesdisclosed in a Form 12b-25 filed with the
Securities and Exchange Commission that the Company has determined
that the filing of its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, will be delayed.
According to the Company, it is unable to file its Quarterly Report
on Form 10-Q within the prescribed time period without unreasonable
effort or expense.
As disclosed in the Company's Current Report on Form 8-K filed on
April 10, 2023, the Company's previous independent registered
public accounting firm declined to stand for re-appointment for
2023 and agreed to remain the Company's independent registered
public accounting firm until completion of its review of the
consolidated interim financial statements of the Company and
subsidiaries as of and for the period ended March 31. On October
24, the Audit Committee of the Board of Directors of the Company
approved the engagement of EisnerAmper LLP as the Company's new
independent registered public accounting firm. EisnerAmper must
complete its review of the unaudited interim financial information
presented in the Form 10-Q under PCAOB Auditing Standard 4105,
Reviews of Interim Financial Information ("AS 4105"), as required
by Securities and Exchange Commission rules.
Once EisnerAmper completes its AS 4105 review of this unaudited
interim financial information and the unaudited financial
information for applicable prior periods, the Company will file the
Form 10-Q, as soon as practicable.
About Exela Technologies
Headquartered in Irving, Texas, Exela Technologies --
https://www.exelatech.com/ -- is a global provider of transaction
processing solutions, enterprise information management, document
management and digital business process services.
Exela reported a net loss of $415.58 million in 2022, a net loss of
$142.39 million in 2021, and a net loss of $178.53 million in 2020.
As of Dec. 31, 2022, the Company had $721.91 million in total
assets, $1.53 billion in total liabilities, and a total
stockholders' deficit of $807.59 million.
Detroit, Michigan-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April 3,
2023, citing that the Company has a history of net losses, net
operating cash outflows, working capital deficits, significant cash
payments for interest on long-term debt, and significant current
maturities of long-term debt that raise substantial doubt about its
ability to continue as a going concern.
* * *
As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised
its issuer credit rating on Exela Technologies Inc. to 'CCC' from
'SD' (selective default). S&P said, "Despite improving revenue
trends and cost savings, we forecast limited liquidity cushion in
January and July of 2024."
EYECARE PARTNERS: $300MM Bank Debt Trades at 51% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Eyecare Partners
LLC is a borrower were trading in the secondary market around 48.6
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $300 million facility is a Term loan that is scheduled to
mature on November 15, 2029. The amount is fully drawn and
outstanding.
EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a
medically focused eye care services provider. EyeCare Partners is
vertically integrated, providing optometry, ophthalmology and
retail products
EYECARE PARTNERS: Lenders Ink Agreement to Deter Creditor Brawl
---------------------------------------------------------------
Erin Hudson and Reshmi Basu of Bloomberg News reports that certain
lenders to EyeCare Partners LLC have signed a cooperation agreement
-- a pact designed to prevent creditor brawls -- as the Partners
Group-backed network of eye-doctor practices seeks fresh capital,
according to people familiar with the situation.
Lenders are advised by Gibson Dunn and Evercore, said the people,
who asked not to be named because the matter is private.
Lenders sign cooperation agreements to protect themselves from
aggressive tactics increasingly used by companies, private equity
owners and their advisers in restructuring negotiations to pit
creditors against each another in an effort to get better terms.
About EyeCare Partners
EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a
medically focused eye care services provider. EyeCare Partners is
vertically integrated, providing optometry, ophthalmology and
retail products.
FARADAY FUTURE: Incurs $78 Million Net Loss in Third Quarter
------------------------------------------------------------
Faraday Future Intelligent Electric Inc. filed with the Securities
and Exchange Commission its Quarterly Report on Form 10-Q
disclosing a net loss of $78.05 million on $551,000 of revenues for
the three months ended Sept. 30, 2023, compared to a net loss of
$119.87 million on $0 of revenues for the three months ended Sept.
30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $347.95 million on $551,000 of revenues compared to a
net loss of $414.66 million on $0 of revenues for the nine months
ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $579.53 million in total
assets, $317.72 million in total liabilities, and $261.80 million
in total stockholders' equity.
Going Concern Doubt
Faraday Future said, "Based on its recurring losses from operations
since inception and continued cash outflows from operating
activities...the Company has concluded that there is substantial
doubt about its ability to continue as a going concern for a period
of one year from the date that these Condensed Consolidated
Financial Statements were issued.
"Since its formation, the Company has devoted substantial effort
and capital resources to strategic planning, engineering, design,
and development of its electric vehicle platform, development of
initial electric vehicle models, the build out of the FF ieFactory
California, and capital raising. Since inception, the Company has
incurred cumulative losses from operations and negative cash flows
from operating activities, and has an accumulated deficit of $3.9
billion and a cash balance of $6.7 million as of September 30,
2023. The Company expects to continue to generate significant
operating losses for the foreseeable future. The Company has
funded its operations and capital needs primarily through the net
proceeds received from capital contributions, the issuance of
related party notes payable and notes payable, the sale of Common
Stock, and the net proceeds received from the Business Combination
and the PIPE Financing."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1805521/000162828023038646/ffie-20230930.htm
About Faraday Future
Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) --
http://www.ff.com-- designs and engineers next-generation
intelligent, connected, electric vehicles. FF intends to start
manufacturing vehicles at its production facility in Hanford,
California, with additional future production capacity needs
addressed through a contract manufacturing partner in South Korea.
FF is also exploring other potential contract manufacturing options
in addition to the contract manufacturer in South Korea. The
Company has additional engineering, sales, and operational
capabilities in China and is exploring opportunities for potential
manufacturing capabilities in China through a joint venture or
other arrangement.
Faraday Future reported a net loss of $552.07 million for the year
ended Dec. 31, 2022, a net loss of $516.50 million for the year
ended Dec. 31, 2021, compared to a net loss of $147.08 million for
the year ended Dec. 31, 2020.
New York, NY-based Mazars USA LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 9, 2023, citing that the Company has incurred operating
losses since inception, has continued cash outflows from operating
activities, and has an accumulated deficit. These conditions raise
substantial doubt about its ability to continue as a going concern.
FGV FRESNO: Has Stipulation to Defer Disclosures Hearing to Feb. 7
------------------------------------------------------------------
Judge Scott C. Clarkson has entered an order has entered an order
approving a stipulation entered into among Chapter 11 debtor and
debtor-in-possession, FGV Fresno LP, a California limited
partnership and the Office of the United States Trustee filed on
October 31, 2023.
The hearings on Debtor's First Amended Disclosure Statement and
Status Conference will be held on February 7, 2024, at 1:30 p.m.,
with a status report due 14 days in advance, and the current
hearings presently set for November 15, 2023, at 1:30 p.m. will be
vacated.
Any further amended Disclosure Statement of the Debtor must be
filed on or before January 10, 2024.
Any opposition to Debtor's First Amended Disclosure Statement or
further amended Disclosure Statement must be filed on or before
January 24, 2024; and
Any reply by the Debtor in support of the First Amended Disclosure
Statement or further amended Disclosure Statement must be filed on
or before January 31, 2024.
Attorneys for FGV Fresno LP, a California limited partnership:
Robert P. Goe, Esq.
Reem J. Bello Esq.
GOE FORSYTHE & HODGES LLP
17701 Cowan, Suite 210
Irvine, CA 92614
Telephone: (949) 798-2460
Facsimile: (949) 955-9437
E-mail: rgoe@goeforlaw.com
rbello@goeforlaw.com
About FGV Fresno
FGV Fresno LP, a limited partnership in Irvine, Calif., is
primarily engaged in renting and leasing real estate properties.
FGV Fresno filed its voluntary petition for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 23-10170) on Jan. 31, 2023, with $10
million to $50 million in assets and $1 million to $10 million in
liabilities. Judge Scott C. Clarkson oversees the case.
The Debtor tapped Robert P Goe, Esq., at Goe Forsythe & Hodges, LLP
as legal counsel.
FIRST GUARANTY: Whistleblower Escapes Court Contempt in Chapter 11
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Hilary Russ of Law360 reports that a Delaware bankruptcy judge on
Thursday, November 2, 2023, decided not to hold counsel for a First
Guaranty Mortgage Corp. whistleblower in contempt of court for
continuing to pursue claims against Pacific Investment Management
Co. , but he did tell the lawyers to expend "greater energy" on
complying with his plan confirmation order.
About First Guaranty Mortgage
First Guaranty Mortgage Corporation -- https://www.fgmc.com/ -- was
a full service, non-bank mortgage lender, offering a full suite of
residential mortgage options tailored to borrowers' different
financial situations. It was one of the leading independent
mortgage companies in the United States that originated residential
mortgages through a national platform.
Just before the bankruptcy filing, as a result of an extreme and
unanticipated liquidity crisis and resultant inability to obtain
additional capital, FGMC ceased all of its mortgage loan
origination activity and separated nearly 80% of its workforce.
FGMC and an affiliate commenced Chapter 11 Cases to evaluate their
options, accommodate their customers, and maximize and preserve
value for all stakeholders.
First Guaranty Mortgage Corporation sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10584)
on June 30, 2022. Affiliate Maverick II Holdings, LLC also sought
bankruptcy protection (Bankr. D. Del. Case No. 22-10583). In the
petition signed by Aaron Samples, chief executive officer, FGMC
disclosed up to $1 billion in both assets and liabilities.
Judge Craig T. Goldblatt oversees the cases.
Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent
the Debtors as counsel. FTI Consulting, Inc. and Strategic
Mortgage Finance Group, LLC, serve as chief restructuring officer
(CRO) provider and investment banker, respectively. Kurtzman Carson
Consultants, LLC, is the claims and notice agent.
LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by
lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an
indirect subsidiary of a private investment managed by Pacific
Investment Management Company LLC. B2 FIE IV LLC, an affiliate of
the DIP Lender, owns 100% of the equity interests of FGMC.
Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser
while Barclays Capital Inc. serves as DIP MSFTA Counterparty. They
are represented by Hunton Andrews Kurth LLP and Potter Anderson &
Corroon LLP.
FOX SUBACUTE: Unsecureds Jointly Receiving the GUC Carveout
-----------------------------------------------------------
Fox Subacute at Clara Burke, Inc. and Fox Nursing Home Corp. d/b/a
Fox Subacute at Warrington submitted an Amended Disclosure
Statement for the Joint Plan of Reorganization filed by them
contemporaneously with this Statement.
At the time of the filing, each of the Debtors had considerable
Accounts Receivable. The amounts of the Accounts Receivable for
each Debtor are:
* Clara Burke $3,096,511.92
* Warrington $4,874,660.97
The collectable receivables are believed to be at most,
approximately:
* Clara Burke $2,300,000.00
* Warrington $2,800,000.00
It should be noted, however, that a portion of the Receivables are
owed and are uncollectable, particularly with respect to
Warrington. The amount of uncollectable Receivables could be in
excess of $4,000,000.00, respectively with respect to Clara Burke
and Warrington. These uncollectible receivables are from several
years ago. All of the collectable Receivables have generally been
collected, except for a large Receivable owed to Warrington of
approximately $300,000.00 to $400,000.00, on which payment is
expected.
Each of the Debtors had similar amounts of office equipment,
furniture and computer equipment having a minimal value of
approximately $2,000.00 to $10,000,00 each. Much of such equipment
has either been turned over to Sabra on account of its ownership of
such equipment or has been sold to Sabra pursuant to the Sale
Motion. Under the Clara Burke and Warrington Lease with Sabra,
Sabra retained ownership of certain of the Personal Property of
such Debtors.
Each of the Debtors also has portable and movable equipment having
a value of $200,000.00 for each Debtor. Such equipment has either
been turned over to Sabra on account of its ownership of such
equipment or has been sold to Sabra pursuant to the Sale Motion.
Each Debtor maintained various supplies of inventory which varies
in amount depending upon usage. The amount of the inventory was
approximately $150,000.00 for each Facility as of the Petition
Date. When each Facility of Clara Burke and Warrington closed, the
inventory is no longer in existence.
At the time of the Petition, Clara Burke has 3 Vehicles consisting
of a 2005 Ford Eldorado, 2007 Kia Sedona and a 2014 Buick LaCrosse.
These Vehicles have a nominal value of approximately $4,000.00.
Such Vehicles have been sold to Sabra under the Sale Motion and
Sale Order.
At the time of the Petition, each of Clara Burke and Warrington had
cash on hand. The cash on hand consists of, as of the Petition
Date:
* Clara Burke $200,000.00
* Warrington $500,000.00
Prior to implementation of the Settlement Agreement, Clara Burke
had approximately $1,435,000.00 in cash. Warrington had
approximately $800,000.00 in cash. There is also $348,086.13 held
in escrow with respect to certain claims of Montgomery SNF
Operator, LLC concerning funds believed to be those of Clara Burke.
Under the Settlement Agreement, PeoplesBank is to receive
$700,000.00 and Sabra is to receive $1,100,000.00, in full
settlement of each of their respective secured Claims. This will
reduce the cash on hand accordingly.
General Unsecured Creditors, Classes 6A and 6B
The Classes 6A and 6B General Unsecured Creditors include all
creditors not otherwise classified under the Plan. Claims arising
from these Claims include all such creditors notwithstanding the
nature of the categorization of any Claim by a creditor, except
Claims from Personal Injury Suits.
The General Unsecured Creditors of Clara Burke and Warrington under
the Plan are jointly receiving the GUC Carveout from Sabra in an
amount equal to the greater of the amount recovered from the
Creditors Committee Litigation against Emerald Green Landscaping
plus 50% of the amount recovered in the Creditors Committee
Litigation against Fox Subacute Management or $100,000.00. There is
a maximum amount recovered by the Committee as the carveout from
the Creditors Committee Litigation of $406,240.46 (the "GUC
Carveout"). Classes 6A and 6B are impaired.
Each of Clara Burke and Warrington have sold all of their tangible
Assets. All that remains are Accounts Receivable, primarily a
Receivable in favor of Warrington for $300,000.00 to $400,000.00,
as well as miscellaneous other Receivables, together with cash on
hand.
The Accounts Receivable and the cash on hand will be used, in part,
to fund the payments under the Settlement Agreement and thereafter
to fund additional payments under the Plan.
Because this is a Liquidation Plan, no projections are filed.
Counsel for the Debtors:
Robert E. Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C.
2320 North Second Street, P.O. Box 60457
Harrisburg, PA 17106-0457
Tel: (717) 238-6570
A copy of the Disclosure Statement dated November 1, 2023, is
available at https://tinyurl.ph/xNQAI from PacerMonitor.com.
About Fox Subacute at Mechanicsburg, LLC
Fox Subacute at Mechanicsburg, LLC is a skilled nursing facility in
Pennsylvania that specializes in pulmonary, neurological, and
rehabilitative care for patients with degenerative neurological and
neuromuscular disease; and pulmonary care and ventilator
requirements with an emphasis on vent weaning. Its facilities are
located in Plymouth Meeting, Warrington, Mechanicsburg and
Philadelphia, Pa., and are licensed by the PA Department of
Health.
On Nov. 1, 2019, Fox Subacute at Mechanicsburg and its affiliates
sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No.
19-04714). Fox Subacute at Mechanicsburg was estimated to have $1
million to $10 million in assets and liabilities as of the
bankruptcy filing. The debtor-affiliates are Fox Nursing Home Corp.
d/b/a Fox Subacute at Warrington; Fox Subacute at Clara Burke,
Inc.; and Fox Subacute at South Philadelphia, LLC.
Judge Henry W. Van Eck oversees the cases.
The Debtors tapped Cunningham, Chernicoff & Warshawsky, P.C. as
their legal counsel, Kennedy P.C. as special counsel, Isdaner &
Company, LLC as accountant, and Three Twenty-One Capital Partners,
LLC as investment banker.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Dec. 11, 2019. The committee is represented
by Flaster/Greenberg P.C.
FREDRICK LEE: Court OKs Interim Cash Collateral Access
------------------------------------------------------
Fredrick Lee Press Plumbing, LLC sought and obtained entry of an
order from the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division, authorizing the use of cash collateral on
an interim basis, in accordance with the budget, with a 5%
variance.
The Debtor depends on the use of cash collateral for contract
services, payroll and general operating expenses. Revenue is
generated through the Debtor's retail and commercial repair and
service plumbing business.
A search in the Texas Secretary of State shows that allegedly
secured positions are held by Fundation Group LLC, US Small
Business Administration, Global Merchant Cash Inc, Newtek Small
Business Finance, LLC, BizFund, Blue Ribbon, Fox Capital,
Knightsbridge, Samson Funding, Samson Group and Swift Funding
Source.
The loans are allegedly secured by a blanket lien on all accounts
and property of the Debtors' businesses, pursuant to the UCC liens
that have been filed.
As adequate protection for the use of cash collateral, the lenders,
if and to the extent they have a valid and perfected lien, are
granted replacement liens on all post-petition cash collateral and
post-petition acquired property to the same extent and priority
they possessed as of the Petition Date only as to the diminution in
value of their lien, if any.
A final hearing on the matter is set December 14, 2023 at 1:30
p.m.
A copy of the motion is available at https://urlcurt.com/u?l=Jui4Ut
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=1Tr6sP
from PacerMonitor.com.
About Fredrick Lee Press Plumbing, LLC
Fredrick Lee Press Plumbing, LLC is a service and repair plumbing
company specializing in apartment communities in the DFW metro
area.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32662) on November
14, 2023. In the petition signed by Nathan Smith, owner, the Debtor
disclosed $1,425,926 in assets and $4,416,560 in debts.
Judge Michelle V. Larson oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
FTAI AVIATION: Moody's Affirms Ba2 CFR & Alters Outlook to Negative
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Moody's Investors Service has affirmed FTAI Aviation LTD's Ba2
corporate family rating, Ba2 long-term senior unsecured ratings,
and B1 (hyb) preferred stock rating. Moody's also changed FTAI's
outlook to negative from stable.
RATINGS RATIONALE
Moody's changed FTAI's outlook to negative to reflect the company's
persistently weak capitalization, measured as tangible common
equity to tangible managed assets, of approximately 2% at September
30, 2023, as well as the company's limited available liquidity,
with a nearly fully drawn $300 million senior secured revolving
facility and a declining cash balance that totaled $52.9 million at
September 30, 2023.
FTAI spun off its infrastructure assets in August 2022, at which
point its capital ratio declined to approximately 6% (adjusted for
the impairment of aircraft stranded in Russia and Ukraine and other
one-time expenses) at September 30, 2022. Moody's had expected that
FTAI would continue to build capital, relying on retained earnings
to finance its asset growth. However, FTAI has relied primarily on
debt issuance to fund the growth of its engine fleet, which has
resulted in the company's capital position remaining weak. FTAI
also paid out approximately $113 million in dividends on common and
preferred shares in the nine months ended September 30, 2023.
Moody's affirmation of FTAI's ratings reflects the company's highly
profitable aircraft leasing and aerospace products businesses. The
firm's aerospace products business is expanding, representing
approximately 26% of third quarter 2023 consolidated EBITDA. FTAI
continues to invest in popular CFM-56 aircraft engines that power
widely used Airbus and Boeing narrow-body aircraft globally. Demand
recovery for engines and aircraft has improved along with growing
global air travel volumes, resulting in improvement in FTAI's lease
revenues this year. Moody's notes, however, that FTAI's lease
revenue for the quarter ended September 30, 2023 moderately
declined from the second quarter due to the company's election to
terminate certain leases in anticipation of re-leasing the
equipment at more favorable rates and better terms.
Moody's expects that full-year earnings from FTAI's recent fleet
investments will drive its debt-to-EBITDA leverage lower; the
company's leverage measured 4.3x at September 30, 2023
(annualized), having increased during the quarter due to
debt-funded acquisitions of aircraft and engines. FTAI's credit
profile reflects the challenges related to its mostly debt-financed
growth strategy and propensity to, at times, fund shareholder
distributions using debt.
FTAI's liquidity is comprised of availability under its $300
million revolving credit facility ($250 million outstanding at
September 30, 2023), which expires in September 2025, and cash
balances of $52.9 million as of September 30, 2023. The company's
cash balance tends to fluctuate substantially as FTAI
opportunistically trades assets. In recent quarters, FTAI has
relied heavily on its revolving credit facility to purchase assets,
reducing availability, in lieu of more costly issuance of senior
unsecured notes.
The Ba2 rating for FTAI's senior unsecured notes is in line with
FTAI's Ba2 CFR, reflecting that the notes constitute the
preponderance of the company's debt. The B1 (hyb) preferred stock
rating reflects Moody's expectation that the loss given default of
preferred shares would be higher compared to the company's senior
unsecured notes. FTAI had four issuances of preferred shares; its
first issuance was in September 2019.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FTAI's ratings could be upgraded if the company achieves and
maintains profitability measured by the ratio of net income to
average assets above 1%, and significantly strengthens its
capitalization, while reducing debt-to-EBITDA leverage to less than
4.5x, and demonstrates effective balancing of shareholder and debt
holder interests in its financial policy decisions.
The ratings could be downgraded if FTAI's operating results
deteriorate, its capital position fails to improve, its liquidity
profile weakens, or if the company loses a material customer or
suffers a business disruption that weakens its financial
prospects.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
FTAI (Nasdaq: FTAI) is primarily an aircraft leasing company with
total assets of $2.6 billion as of September 30, 2023. FTAI is
externally managed by FIG LLC, also a Fortress affiliate.
FTX GROUP: SBF Faces Up to 20 Years of Imprisonment
---------------------------------------------------
Anthony Aarons of Bloomberg News reports that Sam Bankman-Fried was
convicted of a massive fraud that led to the collapse of his FTX
exchange, following a month-long trial that pitted the testimony of
the former crypto king against that of some of his closest
friends.
Bankman-Fried was found guilty of seven counts of fraud and
conspiracy after jurors in Manhattan deliberated for less than five
hours Thursday, November 2, 2023. He faces as much as 20 years in
prison on each of the most serious charges. Judge Lewis Kaplan set
a sentencing date in March.
The verdict is a win for Manhattan US Attorney Damian Williams in
the highest-profile criminal prosecution in the crypto world. It
also caps a spectacular fall for Bankman-Fried from early 2022 when
FTX was valued at $32 billion and celebrities including Tom Brady,
Larry David and Steph Curry were paid to urge people to trade
digital currency on the platform.
Bankman-Fried "perpetrated one of the biggest financial frauds in
American history," Williams said after the verdict. "A
multibillion dollar scheme designed to make him the King of
Crypto."
Crypto markets dipped after the verdict but the losses were mostly
contained. Some industry proponents said the conviction underscored
the end of an era of risky and wrongful practices, pointing to a
more regulated future with wider adoption of digital assets. Others
argued the verdict confirmed crypto as a sector riven with
weaknesses that attract criminals, hackers and rogue states.
Prosecutors said Bankman-Fried directed the transfer of FTX
customer money into Alameda Research, an affiliated hedge fund, for
risky investments, political donations and expensive real estate
before both companies collapsed into bankruptcy last year.
Bankman-Fried was standing, holding his hands in front of him and
looking at the jury box, as he listened to the verdict.
His father, Joseph Bankman, doubled over and put his head down as
the guilty verdicts were read out. Two marshals escorted
Bankman-Fried, showing no emotion, out of the courtroom as he
glanced back briefly at his distraught parents and nodded.
Prosecutors characterized Bankman-Fried as the mastermind of a
massive fraud at Bahamas-based FTX, of creating a "pyramid of
deceit" built on lies and false promises. Bankman-Fried's lawyers
positioned him as a hard-working math nerd who tried in good faith
to reverse the fast-deteriorating situation in the company last
year. He's now facing a lengthy prison term.
Ari Redbord, a former federal prosecutor and US Treasury Department
official who now works as global head of policy for blockchain
analytics firm TRM Labs, said people will look back and remember
the Bankman-Fried trial for a number of reasons, including the size
and scale of the fraud and the "colossal fall from grace" of one of
the crypto industry's most-revered figures.
It's hard to say how much time he'll actually get, Redbord said.
But the facts don't work in his favor.
"He's staring down the barrel of life in prison. It will not be
that," he said. "But the reality is: he has lost a lot of his
arguments for a reduced sentence by taking the case to trial, by
not accepting responsibility, and by essentially arguing at every
turn that he at least did not commit fraud."
Bankman-Fried's attorney, Mark Cohen, said he will consider an
appeal.
"We are very disappointed with the result," Cohen said in a
statement. "Mr. Bankman-Fried maintains his innocence and will
continue to vigorously fight the charges against him."
The trial featured evidence from Bankman-Fried's former friends and
colleagues, including Alameda Chief Executive Officer Caroline
Ellison, FTX co-founder Gary Wang and engineering chief Nishad
Singh. All three members of Bankman-Fried's inner circle pleaded
guilty to felony charges and took the stand to implicate him in
hopes of avoiding prison.
Ellison, who had an on-and-off romantic relationship with
Bankman-Fried, gave the most emotional testimony of the trial,
tearing up as she described the days leading to FTX's November 11,
2022, bankruptcy filing.
"That was overall the worst week of my life," she told jurors.
Singh, a close friend of Bankman-Fried's younger brother, testified
that he became suicidal around the same time.
A few days later, Bankman-Fried took the stand, a risky step in
many white-collar cases. He struggled under cross-examination to
justify his testimony in comparison to the many interviews he gave
after FTX collapsed.
'Tough Spot'
"He was in a very tough spot," said Robert Frenchman, a
white-collar defense attorney with Mukasey Frenchman LLP. "He was
somewhat desperate and the testimony of his former colleagues was
pretty devastating so his team felt like he had to do something and
it wasn't enough."
The verdict followed a series of legal setbacks for Bankman-Fried
throughout the case, including rulings keeping him locked up before
trial and limiting the evidence his team could present.
Bankman-Fried was forced to prepare for trial from a Brooklyn
federal jail after the judge revoked his bail in August. Kaplan
determined that Bankman-Fried likely committed witness tampering on
two occasions, including once when he shared Ellison’s private
writings with a reporter.
Kaplan initially permitted Bankman-Fried to remain free on house
arrest, in the Palo Alto, California, home of his parents, both
Stanford Law School professors.
The judge also ruled against Bankman-Fried on several pretrial
motions, holding that he couldn't call seven expert witnesses to
testify about the crypto industry, political donations, Alameda's
balance sheets and the use of customer funds.
The trial itself featured another setback for Bankman-Fried
following an uncommon proceeding. The judge blocked Bankman-Fried's
team from telling jurors about advice he got from lawyers, but not
before putting the former CEO on the stand for three hours, outside
the presence of the jury, to preview his testimony.
Kaplan had earlier severed five other charges, which were put on
hold for a separate, future trial after Bankman-Fried's lawyers
argued they weren't part of the extradition agreement with the
Bahamas that cleared the way for his return to the US.
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, 2022, 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.
FTX TRADING: Eversheds & Morris Update Ad Hoc Committee Members
---------------------------------------------------------------
Eversheds Sutherland (US) LLP and Morris, Nichols, Arsht & Tunnell
LLP, counsel to the Ad Hoc Committee of Non-US Customers of FTX.com
(the "Ad Hoc Committee") comprising international customers (the
"Members"), filed a verified third supplemental statement pursuant
to Rule 2019 of the Federal Rules of Bankruptcy Procedure in the
Chapter 11 cases of FTX Trading Ltd. and affiliates.
Pursuant to Bankruptcy Rule 2019(d), this Third Supplemental
Statement supplements the information provided in the Second
Supplemental Statement. Since the date of the Second Supplemental
Statement, certain changes have been made with respect to the
composition of the Ad Hoc Committee and the disclosable economic
interests that the Members represent.
The revised names, addresses, and disclosable economic interests of
the Members are:
1. 168 Trading Limited
5-9 Main Street Gibraltar GX11 1AA
* $2,400,000.00
2. Adam Rabie
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $150,950.00
3. Altana Digital Assets Fund
190 Elgin Avenue
George Town, Grand Cayman,
KY1-9008 Cayman Islands
* $1,039,066.36
4. Auros Tech Limited
OMC Chambers, Wickhams Cay 1,
Road Town, Tortola, British Virgin
Islands, VG1110
* $22,000,000.00
5. Azamat Akylov
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $11,373,198.56
6. B2C Alternative Equity Ltd
C/O Corporation Service Company
251 Little Falls Drive, Wilmington, DE 19808
* $85,000,000.00
7. Blooming Triumph International Limited
13F 162 Queens Road Central, Hong Kong
* $35,860,157.00
8. Blue Basin Ventures LLC
3172 N Rainbow Blvd #26642, Las Vegas, NV 89108
* $1,243,523.00
9. Brian Townsend
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $900,000.00
10. Ceratosaurus Investors, LLC
One Maritime Plaza, Suite 2100,
San Francisco, CA 94111
* $92,868,849
11. Chien-Chih Chen
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $200,000.00
12. Coinhouse SAS
14 Avenue De L Opera 75001 Paris France
* $5,600,000.00
13. Crimson International Investment
c/o Al-Hamad Legal Group
4812 Addax Tower, Al Reem
Island, Abu Dhabi UAE
* $6,091,963.14
14. Cyant Arb Ltd.
21 Akademias Ave, 5 floor,
PC2107, Nicosia, Cyprus
* $21,834,136.37
15. Daniel Gupta
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $420,000.00
16. Decent Investments Malta Limited
Quad Central, Q3, Level 9, Triq LEsportaturi,
Zone 1, Central Business District, Birkirkara CBD 1040, Malta
* $4,231,241.93
17. Dietmar Poppe
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $281,807.90
18. Dlocal LLP
Luis Bonavita 1294 of. 1531 - Montevideo, Uruguay CP 11300
* $5,575,226.00
19. Dmitry Kozlov
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $252,185.00
20. dParadigm Fund SPC
DE Cayman Ltd, Landmark Sqaure,
Westbay Road, PO Box 775, Grand Cayman KY1-9
* $560,000.00
21. Falcon Hybrid SPC - RE7 Liquidity Fund SP
3-212 Governors Square 23 Lime Tree Bay Ave
PO Box 30746 SMB Grand Cayman KY1-1203
Cayman Islands
* $1,269,016.63
22. Fasanara Investments 3.0
Harbour Place, 2nd Floor 103 South Church Street
P.O. Box 472 George Town
Grand Cayman KY1-1106 Cayman Islands
* $1,617,814.20
23. Fasanara Investments Master Fund
Harbour Place, 2nd Floor 103 South Church Street
P.O. Box 472 George Town
Grand Cayman KY1-1106 Cayman Islands
* $20,456,948.72
24. FC Cayman A, L.L.C.
c/o Maples Corporate Services Limited
PO Box 309 Ugland House Grand Cayman, KY1-1104
Cayman Islands
* $239,463,397.62
25. Fingolfin GmbH
c/o 3T.LAW
FAO Dr. Henning Frase
Oberlaender Ufer 154a
Koeln, Germany 50968
* $5,700,000.00
26. Funds managed by Decentral Park Advisors LLC and its
affiliates, as
Manager of Decentral Park Capital II LP
5185 Macarthur Boulevard NW,
Suite 586, Washington, DC, 20016
* $19,775,211.88
27. Grzegorz Swiatek
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $540,260.00
28. GSR Markets Limited/GSR International Trading Limited/GSR
Markets
Pre Ltd.
GSR Markets Limited - Suite 5508,
55th Floor, Central Plaza, 18
Harbour Road, Wanchai, Hong Kong
GSR International Trading Limited - Craigmuir Chambers,
Road Town, Tortola, VG 1110, British Virgin Islands
* $37,671,945.00
29. HEKA Funds Sicav plc - Elysium Global Arbirtage
Thomas House, 84 Eccleston
Square, London, SW1V1PX
* $12,205,415.00
30. Iris Partners
Iris Partners Corp. Suites 5 & 6
Horsfords Business Centre Long Point Road
Charlestown St Kitts & Nevis
* $804,000.00
31. James Goodenough
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $5,670.00
32. Jian Chen
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $1,200,000.00
33. John Ruskin
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $500,000
34. Jonathon Hughes
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $22,063.00
35. Kbit Global Limited
Craigmuir Chambers #71 Road Town
Tortola VG1110 British Virgin Islands
* $25,021,826.00
36. Kirk Steele
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $2,500,000.00
37. Koalalgo Research
CO SERVICES CAYMAN LIMITED
P. O. Box 10008 Willow House
Cricket Square Grand Cayman KY1-1001
Cayman Islands
* $3,700,000.00
38. Lemma Technologies Inc.
Via Espana, Delta Bank Building,
6th Floor, Suite 604D, Panama City
PA-8 Panama
* $160,000,000.00
39. Marc-Antoine Julliard
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $140,000.00
40. Marc St. John Wolff Amey
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $637,000.00
41. Michael Anderson
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $1,600,000.00
42. Mohammad Alsabah
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $275,000.00
43. Nestcoin Holding Limited
Trinity Chambers, PO Box 4301,
Road Town, Tortola, British Virgin Island
* $3,900,000.00
44. Nexxus Holdings Operations LLC
800 Miramonte Drive, Suite 380
Santa Barbara CA 93109
* $40,132,127.00
45. Nickel Digital Asset Management
34 St James St London SW1A 1HD, UK
* $824,724.00
46. No Free Lunch Limited
5-9 Main St, Gibraltar GX11 1AA, Gibraltar
* $390,000.00
47. Olympus Peak Trade Claims Opportunities Fund I Non-ECI Master
LP
177 West Putnam Ave Suite 2622- S1 Greenwich, CT 06831
* $11,396,202.00
48. Orange Phoenix LLC
c/o The Corporation Trust Center
1209 Orange Street, Wilmington DE 19801
* $4,573,288.21
49. Owen Ellis
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $957,000.00
50. Patrick Martin
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $500,000.00
51. Patrick Wohlschlegel
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $57,973.85
52. Phoenix Digital
c/o The Corporation Trust Center
1209 Orange Street, Wilmington DE 19801
* $9,289,137.00
53. Podtree Ltd.
26, Kanachrine Place,Ullapool, Highland, Scotland
* $19,581.26
54. PRIMO Holding GmbH
Urbanstrasse 4, D-70839 Gerlingen, Germany
* $853,674.48
55. Raul Jain
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $42,000.00
56. Robert Himmelbauer
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $107,000.00
57. Rodney Clough
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $378,000.00
58. Safe Eagle Holding Limited
Mandar House, 3rd Floor P.O. Box
2196, Johnson’s Ghut Tortola, British Virgin Islands
* $3,200,000.00
59. Samuel Mandel
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $59,600.00
60. Sheval Alijevski
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $146,000.00
61. Sidar Sahin
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $48,780,666.00
62. Silver Point Capital, LP
2 Greenwich Plaza, Greenwich, CT 06830
* $46,172,884.11
63. Svalbard Holdings Limited
c/o Attestor Limited, 7 Seymour Street, W1H 7JW London
* $197,988,500.00
64. Tellurian Exoalpha Digital Assets Systematic Fund
89 Nexus Way, Camana Bay Grand
Cayman, Cayman Islands KY1-
* $1,062,047.90
65. Vicomte Holding LLC as manager of Arceau 507 II LLC, Arceau
507
LLC, Arceau X LLC, Oroboros FTX I LLC
4 Lakeside Drive, Chobham Lakes,
GU24 8BD, Surrey, UK
* $32,866,776.63
66. Yu Ting
Eversheds Sutherland (US) LLP
Attn: Erin E. Broderick
227 W. Monroe St., Suite 6000
Chicago, IL 60606
* $64,434.00
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 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.
FUTURE VALUE: Disclosure Statement Hearing Continued to Dec. 13
---------------------------------------------------------------
The Bankruptcy Court, having read and considered the Future Value
Construction Inc.'s Ex Parte Application, orders as follows:
* Hearing on the Debtor's Disclosure Statement is continued to
December 13, 2023 at 9:30 a.m. during the Court's Chapter 11
calendar in Fresno.
* Opposition to the Disclosure Statement is extended to November
29, 2023.
* Replies to any opposition is extended to December 6, 2023.
Attorney for the Debtor:
D. Max Gardner, Esq.
930 Truxtun Ave., Suite 203
Bakersfield, CA 93301
Tel: (661) 864-7373
Fax: (661) 591-7366
E-mail: dmgardner@dmaxlaw.com
About Future Value Construction
Future Value Construction, Inc., is engaged in the business of
constructing custom and semi-custom homes.
Future Value Construction filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Cal. Case No. 22-12016) on Nov. 28, 2022, with up to
$50,000 in assets and up to $10 million in liabilities.
Judge Jennifer E. Niemann oversees the case.
The Debtor is represented by the Law Office of D. Max Gardner.
GAI VAPE: GAI Unsecureds to Split $67,500 over 5 Years
------------------------------------------------------
GAI Vape, LLC, d/b/a Vape 108, and its affiliates submitted a
Modified Plan of Reorganization dated November 7, 2023.
This Plan proposes to pay creditors of the Debtors from the future
and income and cash flow from business operations.
The Individuals project that they will have $-6,304 net of taxes
and expenses on a monthly basis, or $75,642on an annual basis. The
Individual debtors' financial projections show they will have
projected disposable income of $378,210. That amount is used in the
Plan.
GAI Vape projects that it will have projected annual disposable
income of $91,954, or the Debtors' financial projections show that
the Debtors will have projected disposable income of $459,770. The
Individuals will continue to manage GAI Vape under the Plan and
receive monthly compensation of $7,050 before taxes, which
compensation is devoted to funding in part the projections.
The final Plan payment is expected to be paid five years after the
effective date. Secured creditors will be paid over a longer period
of time.
This Plan provides for full payment of administrative expenses in
the GAI Vape case on the effective date of the Plan. As for the
Individual case, an amount that will pay at least the fees due the
subchapter V trustee in full with a partial payment to the
Individuals' chapter 11 counsel will be paid with the balance paid
at a rate of $2,000 until paid in full, estimated to be 24 months.
Class 7A consists of all non-priority unsecured claims allowed
under § 502 of the Code against GAI Vape are in Class 7A and will
share on a pro rata basis from $67,500 paid over five years in
equal quarterly installments, commencing on March 15, 2024 after
any fees of the Subchapter V Trustee are paid for the continuing
involvement to monitor payments.
Any non-priority unsecured claim arising from the guaranty of a
claim deemed fully secured under the Plan shall receive no
distribution under Class 7A. Instead, the guaranty shall be
modified to conform with the terms of the Plan and continue to
guaranty the amount of the claim that is deemed to be fully
secured.
Class 7B consists of all non-priority unsecured claims against the
Individuals are in Class 7B and will share on a pro rata basis from
a total of $138,360 paid in equal quarterly installments of $3,318
for the first two years after the Effective Date and then in equal
quarterly installments of $9,318 for the last three years,
commencing on March 15, 2024 after any fees of the Subchapter V
Trustee are paid for the continuing involvement to monitor
payments. Class 7B claim holders shall also receive on a pro rata
basis distribution from any federal or state tax return received by
the Individuals over the five-year term of the plan. The
distribution from any federal or state tax return shall be included
in the next quarterly installment due under the Plan.
During the Plan period, the Individuals agree that they will not
make any changes to their W-4, employee's withholding certificate,
unless the change is predicated on a change in household size or
number of dependents. Any non-priority unsecured claim arising from
the guaranty of a claim deemed fully secured under the Plan shall
receive no distribution under Class 7B. Instead, the guaranty shall
be modified to conform with the terms of the Plan and continue to
guaranty the amount of the claim that is deemed to be fully
secured.
The Debtors shall implement the Plan through future income from the
Individuals' employment and operations of GAI Vape. In addition,
the holders of allowed claims in Class 7B shall be entitled to
receive on a pro-rata basis amounts from any federal or state tax
refund the Individuals receive during the period of the Plan.
A full-text copy of the Modified Plan dated November 7, 2023 is
available at https://urlcurt.com/u?l=8A8sKI from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Kerkman & Dunn
Evan P. Schmit, Esq.
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202-3744
Phone: 414.277.8200
Facsimile: 414.277.0100
Email: eschmit@kerkmandunn.com
About GAI Vape
GAI Vape, LLC, d/b/a Vape 108, owns and operates a retail store
located in West Allis, Wisconsin.
The Debtor filed a Chapter 11 petition (Bankr. E.D. Wisc. Case No.
23-22644) on June 9, 2023, with $100,001 to $500,000 in assets and
liabilities.
Judge G. Michael Halfenger oversees the case.
Nicholas Kerkman of Kerkman & Dunn is the Debtor's Counsel.
GASTROINTESTINAL CENTER: Taps Thomas J. Schultz CPA as Accountant
-----------------------------------------------------------------
The Gastrointestinal Center of Virginia PLLC seeks approval from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Thomas J. Schultz CPA PC as its accountant.
The firm will assist the Debtor in complying with its
administrative responsibilities, supervision and preparation of tax
filings and returns, and developing and implementing a plan of
reorganization for the Debtor.
The firm will charge $150 per hour for its services.
Thomas Schultz, CPA, principal of Thomas J. Schultz CPA PC, assured
the court that he and his firm are disinterested persons within the
meaning of 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Thomas J. Schultz
Thomas J. Schultz CPA PC
11921 Freedom Drive Suite 550
Reston, VA 20190
Phone: (703) 966-0669
Email: info@tschultzcpa.com
About Gastrointestinal Center of Virginia
The Gastrointestinal Center of Virginia PLLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Case No. 23-11800) on Nov. 2, 2023. At the time of filing,
the Debtor estimated $50,001 to $100,000 in assets and $1,000,001
to $10 million in liabilities.
Kermit A. Rosenberg, Esq. at Washington Global Law Group, PLLC
represents the Debtor as counsel.
GASTROINTESTINAL CENTER: Taps Washington Global Law as Counsel
--------------------------------------------------------------
The Gastrointestinal Center of Virginia PLLC seeks approval from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Washington Global Law Group, PLLC to handle the Chapter 11
proceedings.
The firm will charge $595 per hour for its services.
The firm received a advance retainer in the amount of $50,000.
Kermit Rosenberg, Esq., member of the Washington Global Law,
assured the court that he and his are "disinterested persons"
within the meaning of 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Kermit A. Rosenberg, Esq.
Washington Global Law Group. PLLC
1701 Pennsylvania Avenue, N.W., Suite 200
Washington, DC 20006
Telephone: (202) 683-2014
Facsimile: (202) 580-6559
E-Mail: krosenberg@washglobal-law.com
About Gastrointestinal Center of Virginia
The Gastrointestinal Center of Virginia PLLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Case No. 23-11800) on Nov. 2, 2023. At the time of filing,
the Debtor estimated $50,001 to $100,000 in assets and $1,000,001
to $10 million in liabilities.
Kermit A. Rosenberg, Esq. at Washington Global Law Group, PLLC
represents the Debtor as counsel.
GDB HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: GDB Holdings, LLC
DBA Joyride Brewing Company
5217 W. 25th Avenue
Denver, CO 80214
Chapter 11 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
District of Colorado
Case No.: 23-15347
Judge: Hon. Kimberley H. Tyson
Debtor's Counsel: Jeffrey A. Weinman, Esq.
ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C.
1600 Stout Street
1900
Denver, CO 80202
Tel: 303-534-4499
Email: jweinman@allen-vellone.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David W. Bergen as managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UT4Y7VI/GDB_HOLDINGS_LLC__cobke-23-15347__0001.0.pdf?mcid=tGE4TAMA
GENESIS GLOBAL: Disclosure Statement Hearing Resumes Nov. 20
------------------------------------------------------------
The hearing on Genesis Global Holdco, LLC, et. al.'s Disclosure
Statement began on Nov. 7, 2023. The hearing before the Honorable
Judge Sean H. Lane scheduled for Nov. 16, 2023 at 2:00 p.m.
(Prevailing Eastern Time) has been adjourned to Nov. 20, 2023 at
2:00 p.m. (Prevailing Eastern Time).
The Debtors filed a revised version of the Debtors' Amended
Disclosure Statement with Respect to the Amended Joint Plan of
Genesis
Global Holdco, LLC et al., no later than November 17, 2023.
The U.S. Trustee had raised objections to the Disclosure Statement.
Among other things, it points out that the Amended Disclosure
Statement describes a Liquidating Plan that contains overly broad
releases without sufficient justification.
About Genesis Global
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) provide lending and borrowing, spot trading, derivatives
and custody services for digital assets and fiat currency. Genesis
Global Holdco, LLC owns 100% of GGC and GAP.
Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are
pending before the Honorable Sean H. Lane.
At the time of the filing, Genesis Holdco reported $100 million to
$500 million in both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG and certain of the Holdco subsidiaries are not included in
the Chapter 11 filings. The non-debtor subsidiaries include
Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia
(Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis
Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC and GSB 2022 I LLC.
The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC as investment banker. Kroll Restructuring Administration, LLC,
is the Debtors' claims and noticing agent and administrative
advisor.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP. The U.S.
Trustee for Region 2 appointed an official committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped White & Case, LLP as bankruptcy counsel; Houlihan
Lokey Capital, Inc., as investment banker; Berkeley Research Group,
LLC as financial advisor; and Kroll as information agent.
GENESIS GLOBAL: SOF Has Issues With Disclosure Statement
--------------------------------------------------------
SOF International, LLC ("SOF") filed an objection to the motion
seeking approval of the Amended Disclosure Statement With Respect
to the Amended Joint Plan of Genesis Global Holdco, LLC et al.,
Under Chapter 11 of the Bankruptcy Code, dated October 24, 2023.
SOF is a member of the official committee of unsecured creditors in
these cases, and holds certain Gemini Lender Claims.
Preservation of Rights Against Third Parties
Related to Gemini Lender Claims
SOF points out that the following sentence in the treatment of
Gemini Lender Claims is ambiguous and should be clarified: "Allowed
Gemini Lender Claims shall have no rights or remedies with respect
to their Allowed Gemini Lender Claims other than the right to
receive distributions pursuant to the Plan." As written, this
sentence suggest that holders of Gemini Lender Claims may be
precluded from pursuing claims against third parties that may be
"with respect to" their Allowed Gemini Lender Claims (e.g., claims
against the Gemini Parties or the DCG Parties for fraud), which
runs counter to the apparent intent of the release provisions in
the Plan.
SOF further points out that upon consultation with Debtors'
counsel, SOF understands that the language will be revised to read
"Allowed Gemini Lender Claims shall have no rights or remedies as
against the Debtors with respect to their Allowed Gemini Lender
Claims other than the right to receive distributions pursuant to
the Plan." (emphasis added). SOF further understands that
conforming changes will be made to the description in the Plan with
respect to the various other classes of claims.
Distribution Principles
SOF asserts that to date, the Distribution Principles have yet to
be filed. Accordingly, SOF reserves rights with respect thereto,
but respectfully submits that no votes on the Plan should be
solicited until creditors and the Court have had an opportunity to
review and understand the impact of the Distribution Principles.
Gemini Withheld Assets Schedule
According to SOF, the Gemini Withheld Assets Schedule is not
specifically identified as being filed, and no valuation is
identified. The Disclosure Statement instead contemplates that the
Gemini Withheld Assets Schedule will be filed with the Plan
Supplement, on or before five days before the Voting Deadline. SOF
submits that such schedule should be filed as soon as possible and
the Plan revised to specifically identify the docket number for
such filing. The Disclosure Statement should also identify values
of the assets on the Gemini Withheld Assets Schedule as of the
Petition Date and as of as recently as practicable.
Gemini Adversary Complaint
SOF points out that the arguments set forth in the Gemini Adversary
Complaint should be described in detail in the Disclosure
Statement. In addition, the Debtors' proposed process and timeline
for resolution of the relevant issues raised in the Gemini
Adversary Complaint (and the potential for lengthy delays in
distributions absent a resolution) should be explained.
Plain Language Description and Calculations
SOF further points out that given the size and composition of the
Gemini Lender creditor body and the number of "moving pieces"
affecting their recovery, SOF submits that treatment of Gemini
Lender Claims is a topic that merits added emphasis on "plain
language" style disclosures.
SOF asserts that in that regard, the Disclosure Statement should
include, in one place and without the need to locate and parse
through multiple defined terms and schedules, a summary (preferably
including a table format) showing the method in which the Allowed
Gemini Lender Claims are proposed to be treated given the Debtors'
assumptions under the Plan (which assumptions should be stated
clearly), with the results compared to one or more alternative
scenarios where Gemini's legal arguments are successful or other
assumptions are used.
Attorneys for SOF International, LLC
James V. Drew, Esq.
OTTERBOURG P.C.
230 Park Avenue
New York, NY 10169
Telephone: (212) 661-9100
About Genesis Global
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) provide lending and borrowing, spot trading, derivatives
and custody services for digital assets and fiat currency. Genesis
Global Holdco, LLC owns 100% of GGC and GAP.
Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are
pending before the Honorable Sean H. Lane.
At the time of the filing, Genesis Holdco reported $100 million to
$500 million in both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG and certain of the Holdco subsidiaries are not included in
the Chapter 11 filings. The non-debtor subsidiaries include
Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia
(Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis
Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC and GSB 2022 I LLC.
The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC as investment banker. Kroll Restructuring Administration, LLC,
is the Debtors' claims and noticing agent and administrative
advisor.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP. The U.S.
Trustee for Region 2 appointed an official committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped White & Case, LLP as bankruptcy counsel; Houlihan
Lokey Capital, Inc., as investment banker; Berkeley Research Group,
LLC as financial advisor; and Kroll as information agent.
GIGA-TRONICS INC: Incurs $1.9 Million Net Loss in Third Quarter
---------------------------------------------------------------
Giga-Tronics Incorporated filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.86 million on $10.37 million of revenues for the three months
ended Sept. 30, 2023, compared to a net loss of $903,000 on $7.78
million of revenues for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $6.91 million on $27.87 million of revenues, compared
to a net loss of $3.36 million on $21.53 million of revenues for
the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $37.06 million in total
assets, $31.61 million in total liabilities, and $5.45 million in
total stockholders' equity.
Giga-Tronics said, "As of Sept. 30, 2023, the Company had cash and
cash equivalents of $2.1 million, working capital of $1.2 million,
a history of net operating losses and cash outflows from
operations. The Company has financed its operations principally
through issuances of convertible debt, promissory notes and equity
securities. These factors create substantial doubt about the
Company's ability to continue as a going concern for at least one
year after the date that these condensed consolidated financial
statements are issued.
"Management expects that the Company's existing cash and cash
equivalents and accounts receivable as of September 30, 2023, will
not be sufficient to enable the Company to fund its anticipated
level of operations through one year from the date these financial
statements are issued. Management anticipates raising additional
capital through the private and public sales of the Company's
equity or debt securities or a combination thereof. Although
management believes that such capital sources will be available,
there can be no assurances that financing will be available to the
Company when needed to allow the Company to continue its
operations, or if available, on terms acceptable to the Company.
If the Company does not raise sufficient capital in a timely
manner, among other things, the Company may be forced to scale back
its operations or cease operations altogether."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/719274/000095017023063672/giga-20230930.htm
About Giga-tronics Inc.
Headquartered in Dublin, California, Giga-Tronics Inc. is a
publicly held company, traded on the OTCQB Capital Market under the
symbol "GIGA". Giga-tronics -- http://www.gigatronics.com/-- is a
provider of purpose-built electronic technology solutions for
defense and other mission critical applications. The Company
designs, manufactures, and distributes specialized precision
electronic solutions, automated test solutions, power electronics,
supply and distribution solutions, display solutions and radio,
microwave and millimeter wave communication systems and components
for a variety of applications with a focus on the global defense
industry for military airborne, sea and ground applications
including high fidelity signal simulation and recording solutions
for Electronic Warfare test and training applications.
Giga-Tronics reported a net loss of $18.42 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.86 million for
the year ended Dec. 31, 2021.
New York, New York-based Marcum LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
May 11, 2023, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
GILEAD SCIENCES: Seeks to Clawback $4-Mil. From Ex-CFO
------------------------------------------------------
Jef Feeley of Bloomberg News reports that Gilead Sciences Inc.
wants to claw back more than $4 million in legal fees the former
chief financial officer of its Immunomedics unit racked up during a
federal probe of insider trading allegations.
Usama Malik, 48, was CFO when Gilead bought Immunomedics for $21
billion in 2020. This year he pleaded guilty to criminal charges
that he tipped off his girlfriend about a successful clinical trial
for a breast-cancer drug within minutes of learning himself,
allowing her to bank more than $200,000 from stock sales. Malik was
sentenced to six months of home arrest and fined $15,000.
About Gilead Sciences
Gilead Sciences Inc. is a research-based biopharmaceutical company
focused on the discovery, development, and commercialization of
innovative medicines.
GMS SUNSET: Seeks to Hire Fisher-Sandler LLC as Legal Counsel
-------------------------------------------------------------
GMS Sunset LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ Fisher-Sandler, LLC as
its attorney.
Services Fisher-Sandler will render are:
a) assist and advise the Debtor relative to the administration
of this proceeding;
b) represent the Debtor before the Bankruptcy Court and advise
the Debtor on all pending litigations, hearings, motions, and of
the decisions of the Bankruptcy Court;
c) review and analyze all applications, orders, and motions
filed with the bankruptcy Court by third parties in this proceeding
and advise the Debtor thereon;
d) attend all meetings conducted pursuant to section 341(a) of
the Bankruptcy Code and represent the Debtor at all examinations;
e) communicate with creditors and all other parties in
interest;
f) assist the Debtor in preparing all necessary applications,
motions, orders, supporting positions taken by the Debtor, and
preparing witnesses and review documents in this regard;
g) confer with all other professionals, including any
accountants and consultants retained by the Debtor and by any other
party in interest;
h) assist the Debtor in negotiations with creditors or third
parties concerning the terms of any proposed plan of
reorganization;
i) prepare, draft and prosecute the plan of reorganization and
disclosure statements; and
j) assist the Debtor in performing such other services as may
be in the interest of the Debtor and the Estate and performing all
other legal services required by the Debtor.
Mr. Fisher will charge $300 per hour for his services.
Mr. Fisher assures the court that he represents no interest adverse
to the estate regarding the matters upon which it is to be engaged,
and is a "disinterested person" as such term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).
The firm can be reached through:
Nathan Fisher, VSB
FISHER-SANDLER, LLC
3977 Chain Bridge Rd., #2
Fairfax, VA 22030
Phone: (703) 691-1642
Email: fbarsad@cs.com
About GMS Sunset LLC
GMS Sunset is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
GMS Sunset LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
23-11315) on August 17, 2023. The petition was signed by George
Cholakis as president. At the time of filing, the Debtor estimated
$1 million to $10 million in assets and $100,000 to $500,000 in
liabilities.
Judge Klinette H Kindred presides over the case.
Nathan A. Fisher, Esq. at Fisher-Sandler, LLC represents the Debtor
as counsel.
GOOD HANDS: Unsecureds Will Get 14.88% of Claims over 5 Years
-------------------------------------------------------------
Good Hands Medical Transportation, LLC, submitted a First Amended
Plan of Reorganization dated November 9, 2023.
The Debtor's Plan of Reorganization provides for the continued
operations of the Debtor in order to make payments to its creditors
as set forth in this Plan.
Debtor proposes to pay allowed unsecured claims based on the
projections and cash available. Debtor anticipates having enough
revenue to fund the plan and pay the creditors pursuant to the
Plan. It is anticipated that after confirmation, the Debtor will
continue in business. Based upon the projections, the Debtor
believes it can service the debt to the creditors pursuant to the
Plan.
The Debtor will continue operating its business. The Debtor's Plan
will break the existing claims into four classes of claims. These
claimants will receive cash repayments over a period of time
beginning on the Effective Date.
Class 3-1 Texas Comptroller of Public Accounts (Claim No. 3-1) is
for estimated franchise tax due and owing to the Comptroller based
upon the estimated return to be filed by the Debtor for 2023, in
the amount of $11,032.09. Proof of Claim #3-1 shall be paid in in
equal monthly payments for 54 months (Petition Date July 2023)
starting on the Effective Date of the Plan at 8.50% per annum in
the monthly payment amount of $246.57.
Class 4-1 U.S. Small Business Administration ("SBA") is secured in
the amount of $2,022,326.00. SBA asserts it is fully secured by
Good Hands' business property pursuant to a UCC Lien that was
recorded on June 3, 2020 which puts this claim in Lien Position 1.
Therefore, the SBA is partially secured due to the liquidation
analysis as to the assets of Good Hands on the plan filing date.
Debtor proposes to pay the secured claim of the SBA's claim in the
amount of $162,231.00 at 8.50% over 60 equal monthly payments at
$3,328.42 per month. The first monthly payment on the secured claim
amount will be due and payable 30 days after the effective date,
unless this date falls on a weekend or federal holiday, in which
case the payment will be due on the next business day. The
remaining under secured portion of this claim of $1,860,095.00 will
be treated in Class 5 of the Plan.
Class 5 consists of General Unsecured Claims. These claims are
impaired. All allowed unsecured creditors shall receive a pro rata
distribution at zero percent per annum over the next three years
beginning on the 15th day of the first full calendar month
following 30 days after the effective date of the plan and
continuing every year thereafter for the life of the Plan. Debtor
will distribute up to $293,000.00 to the general allowed unsecured
creditor pool over the 5-year term of the plan. Debtor can either
pay this amount monthly, quarterly, or yearly. The General
Unsecured Claims will receive 14.88% of their allowed claims under
this plan.
Debtor anticipates the continued operations of the business to fund
the Plan.
A full-text copy of the First Amended Plan dated November 9, 2023
is available at https://urlcurt.com/u?l=bf7wZn from
PacerMonitor.com at no charge.
Debtor's Counsel:
Robert C Lane, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, Texas 77036
Tel: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
About Good Hands Medical & Transportation
Good Hands Medical Transportation, LLC, provides non-emergency
medical transportation in Houston, Texas.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32634) on July 13,
2023, with $166,380 in assets and $2,326,632 in liabilities. Hazem
Anwar Bataineh, owner and director, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
Robert C. Lane, Esq., at The Lane Law Firm, is the Debtor's legal
counsel.
GREENIDGE GENERATION: Incurs $14.2M Net Loss in Third Quarter
-------------------------------------------------------------
Greenidge Generation Holdings Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $14.24 million on $20.88 million of total revenue for
the three months ended Sept. 30, 2023, compared to a net loss of
$23.18 million on $21.88 million of total revenue for the three
months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $32.45 million on $50.75 million of total revenue
compared to a net loss of $131.49 million on $73.97 million of
total revenue for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $89.81 million in total
assets, $155.04 million in total liabilities, and a total
stockholders' deficit of $65.23 million.
Greenidge stated, "The Company estimates that its cash resources
will be depleted by the end of the first quarter of 2024. The
Company's estimate of cash resources available to the Company for
the next 12 months is dependent on completion of certain actions,
including the completion of the sale of the South Carolina real
estate, a sale of remaining equipment inventory, or obtaining
additional short-term outside financing; as well as bitcoin prices
and blockchain difficulty levels similar to those existing as of
the filing of this Quarterly Report on Form 10-Q and energy prices
similar to the those experienced in the third quarter of 2023.
While bitcoin prices have begun to recover during the first nine
months of 2023 from the significant declines experienced in 2022,
management cannot predict when or if bitcoin prices will recover to
sufficient levels for a sustained period of time, or the volatility
of energy costs. While the Company continues to work to implement
options to improve liquidity, there can be no assurance that these
efforts will be successful and the Company's liquidity could be
negatively impacted by factors outside of its control, in
particular, significant decreases in the price of bitcoin,
regulatory changes concerning cryptocurrency, increases in energy
costs or other macroeconomic conditions and other matters...Given
this uncertainty regarding the Company's financial condition over
the next 12 months from the date these financial statements were
issued, the Company has concluded that there is substantial doubt
about its ability to continue as a going concern for a reasonable
period of time."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1844971/000162828023039003/gree-20230930.htm
About Greenidge Generation
Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically
integrated cryptocurrency datacenter and power generation company
that owns and operates facilities at two locations with a mining
capacity of 76 MW: the Town of Torrey, New York and Spartanburg,
South Carolina.
Dallas, Texas-based Armanino LLP, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company incurred a loss from operations
and generated negative cash flows from operations during the year
ended Dec. 31, 2022. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
GREENWAVE TECHNOLOGY: Posts $16.5 Million Net Loss in Third Quarter
-------------------------------------------------------------------
Greenwave Technology Solutions, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $16.49 million on $8.18 million of revenues for the
three months ended Sept. 30, 2023, compared to a net loss of $8.58
million on $7.35 million of revenues for the three months ended
Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $22.78 million on $26.64 million of revenues compared
to a net loss of $27.89 million on $27.97 million of revenues for
the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $48.06 million in total
assets, $48.37 million in total liabilities, and a total
stockholders' deficit of $308,192.
Greenwave said, "As of September 30, 2023, the Company had cash of
$1,449,340 and a working capital deficit (current liabilities in
excess of current assets) of $16,206,953. The accumulated deficit
as of September 30, 2023 was $391,712,931. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern for one year from the issuance of the consolidated
financial statements.
"The Company believes it has sufficient capital to become cashflow
positive from operating activities. Should the Company choose to
raise capital, it believes it can do so through non-equity based
instruments such as non-convertible notes, lines of credit, and
cash advances.
"If the Company raises additional funds by issuing equity
securities, its stockholders would experience dilution. Additional
debt financing, if available, may involve covenants restricting its
operations or its ability to incur additional debt. Any additional
debt financing or additional equity that the Company raises may
contain terms that are not favorable to it or its stockholders and
require significant debt service payments, which diverts resources
from other activities. The Company's ability to raise additional
capital will be impacted by market conditions and the price of the
Company's common stock."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1589149/000149315223041269/form10-q.htm
About Greenwave
Headquartered in Chesapeake, VA, Greenwave Technology Solutions,
Inc. -- https://www.greenwavetechnologysolutions.com -- through its
wholly owned subsidiary Empire Services, Inc. is an operator of
metal recycling facilities in Virginia and North Carolina. At
these facilities, Empire collects, classifies, and processes raw
scrap metal (ferrous and nonferrous) for recycling.
New York, NY-based RBSM LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has an accumulated deficit, and
expects future losses that raise substantial doubt about the
Company's ability to continue as a going concern.
Greenwave disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Oct. 3, 2023, it received a letter from
The Nasdaq Stock Market LLC indicating that, for the last 30
consecutive business days, the bid price for the Company's common
stock had closed below the minimum $1.00 per share requirement for
continued listing on The Nasdaq Capital Market under Nasdaq Listing
Rule 5550(a)(2).
GSE SYSTEMS: Incurs $2 Million Net Loss in Third Quarter
--------------------------------------------------------
GSE Systems, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $2.02
million on $11.57 million of revenue for the three months ended
Sept. 30, 2023, compared to a net loss of $8.99 million on $11.90
million of revenue for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $6.47 million on $34.83 million of revenue compared to
a net loss of $13.83 million on $36.92 million of revenue for the
nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $23.32 million in total
assets, $17.47 million in total liabilities, and $5.85 million in
total stockholders' equity.
GSE Systems said, "The Company has incurred operating losses and
has not demonstrated an ability to generate cash in excess of its
operating expenses for a sustained period of time. During the year
ended December 31, 2022, the Company generated a loss from
operations of $14.4 million, which includes non-cash impairment
charges of long-lived assets and goodwill from our Workforce
Solutions segment totaling $7.5 million. During the nine months
ended September 30, 2023, the Company generated $0.3 million of net
cash provided by operating activities. As of September 30, 2023,
the Company had unrestricted cash and cash equivalents of $2.0
million which is not sufficient to fund the Company's planned
operations through one year after the date the consolidated
financial statements are issued. These factors create substantial
doubt about the Company's ability to continue as a going concern
for at least one year after the date that our audited consolidated
financial statements are issued."
Management Commentary
"I am pleased with the meaningful progress made during the third
quarter. Our focus on operational execution resulted in a
significant improvement in Gross Profit, ultimately translating
into positive Adjusted EBITDA, our first positive Adjusted EBITDA
in eight quarters, and strongest Adjusted EBITDA since 2020. This
demonstrates where we intend to drive the business. We will
continue to focus on engineering utilization and driving higher
margin business," commented Kyle J. Loudermilk, GSE's president and
chief executive officer. "Orders in Q3 were solid, yet we still
had orders that remain to be closed as industry remains
conservative in normalizing traditional spend levels. Our
opportunity pipeline is very strong, and we are focused on
converting those opportunities to bookable backlog. We have
purpose-built GSE over the years into a highly regarded provider of
essential services to the nuclear power industry. The essential
services we offer are aligned to the strategic and operational
initiatives the existing fleet is actively planning to invest in:
lifetime extension and the production of more power from the
existing asset base. These initiatives will require significant
investment over decades, and we feel GSE is the right company with
the right people at the right time to serve this mission. Our
recent wins for engineering services in particular demonstrate
early progress towards our goals of winning new logos to grow and
diversify the customer base while focusing on high margin wins."
Emmett Pepe, CFO of GSE Systems, added, "I am pleased to see our
focus on utilization in our engineering segment and overall cost
controls on operating expenses contributed to our positive adjusted
EBITDA in the quarter. The gross profit improvement driven by
segment revenue growth related to increased project efficiency on
large simulator projects is the result of our execution. We expect
our gross profit margins and operating expenses to continue to
trend positive while we continue to execute on our sales growth
strategy."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/944480/000114036123053281/ef20012921_10q.htm
About GSE Systems
Headquartered in Columbia, Maryland, GSE Systems -- www.gses.com --
is a provider of engineering services and technology, expert
staffing, and simulation software to clients in the power and
process industries.
Tysons, VA-based Forvis, LLP (formerly, Dixon Hughes Goodman LLP),
the Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company has incurred losses from operations for the year ended Dec.
31, 2022. The auditor added that the continued decline in revenues
has significantly impacted the Company's operating results and
raises substantial doubt about the Company's ability to continue as
a going concern.
HAVERLAND CARTER: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has downgraded Haverland Carter Obligated Group (OG),
NM's Long-Term Issuer Default Rating (IDR) to 'BB' from 'BB+'.
Fitch has also downgraded the revenue bond rating on various series
of debt issued by the New Mexico Hospital Equipment Loan Council
and Oklahoma Development Finance Authority on behalf of members of
the Haverland Carter OG and its rating on $6 million in subordinate
senior living revenue bonds series 2017B guaranteed debt
obligations issued by the Colorado Health Facilities Authority on
behalf of Haverland Carter Ralston Creek, LLC (HCRC) to 'BB' from
'BB+'.
The Rating Outlook has been revised to Stable from Negative.
Entity/Debt Rating Prior
----------- ------ -----
Haverland Carter
Obligated Group
(NM) LT IDR BB Downgrade BB+
Haverland Carter
Obligated Group
(NM) /General
Revenues/1 LT LT BB Downgrade BB+
The downgrade to 'BB' of the IDR and outstanding debt ratings
reflects continued lower than budgeted occupancy and elevated labor
expenses that have resulted in a deteriorated operating risk
profile and produced weak cash flow and only 0.9x coverage of
maximum annual debt service (MADS; according to Fitch's
calculation) through fiscal 2023 (YE March 31, 2023). The OG did
not meet its debt service coverage ratio covenant of 1.20x at FYE
2023 and hired a consultant (Forvis) as required by the master
trust indenture.
Effective Oct. 1, 2023 the OG entered into an affiliation agreement
with Pacific Retirement Services, Inc. (PRS). Following the
affiliation PRS is the sole corporate member of Haverland Carter
Lifestyle Group. The Stable Outlook underscores Fitch's expectation
that the OG is will generate gradual improvements in both
independent living and healthcare occupancy and cash flow, building
off of its solid market position as a multi-campus system and the
only type-A life care providers their respective primary market
areas (PMAs), as well as through marketing and sales strategies and
performance improvements introduced by PRS.
SECURITY
The bonds issued on behalf of the OG are secured by a first
mortgage on the OG's properties, a pledge of the OG's gross
revenues and debt service reserve funds. (DSRFs)
The series 2017B bonds are secured by a pledge of gross revenues of
HCRC and a guaranty agreement by the OG. Under the guaranty
agreement, the OG guarantees the payment of P&I on HCRC's 2017B
bonds. There is no DSRF supporting the 2017B bonds.
KEY RATING DRIVERS
Revenue Defensibility - 'bbb'
Softer Occupancy Stable in FY24; Good Market Position
The OG's midrange revenue defensibility reflects its good
historical demand indicators as well as La Vida Llena (LVL) and The
Neighborhood in Rio Rancho's (NIRR) solid positions as the only
Type-A LPCs in their respective primary service areas. Both
communities primarily compete against rental communities that do
not provide the combination of an entrance fee contract and the
full continuum of care, which Fitch views as a differentiating
factor.
Occupancy in LVL's existing independent living units (ILUs)
declined to 72% in FY23 from 79% in FY22, while occupancy at NIRR's
ILUs also declined to 83% in FY23 from 92% in FY22. Despite the
recent decline in ILU occupancy at LVL, Fitch expects gradual
census growth across campuses and service lines as the OG has
recently affiliated with PRS and will begin leveraging PRS' sales
and marketing services and management.
Previous efforts in new customer relationship management software
and focus on online presence through a revamped website and
enhanced search engine optimization practices stabilized occupancy
in LVL's existing ILUs at 75% through Sept. 30, 2023. Although
occupancy has trended below expectation, Haverland Carter Obligated
Group was able to fill the LVL expansion project such that it was
able to repay $11.1 million in 2019C temporary debt with initial
entrance fees by the July 1, 2023 maturity date.
Albuquerque's demographic indicators show limited population growth
and weak median household income (MHI) compared to national
averages while Rio Rancho has very good population growth and MHI
that exceeds national averages. Given the lack of life care
competition for both communities, Fitch believes demand for both
communities should remain stable. The OG's communities have a track
record of annual increases to entrance fees and monthly service
fees.
LVL and NIRR's entrance fees and monthly service fees were
increased by 4.95% and 7.95%, respectively, in 2023 and are
budgeted to increase by 5% and 8.95%, respectively, in 2024. The
OG's weighted average entrance fee of approximately $308 thousand
is on par with the $321 thousand average home price of Albuquerque,
NM and $328 thousand average home price of Rio Rancho, NM,
(according to Zillow), supporting Fitch's view of affordable
pricing.
Operating Risk - 'bb'
Operations Pressured; Elevated Debt Burden
The OG's operating risk was reduced to a 'bb' signifying a weak
assessment, reflecting recent pressures on operations and an
elevated debt burden associated with the continued
weaker-than-expected occupancy and staffing and expense challenges.
Due to additional expenses related to elevated staffing costs and
inflation, coupled with occupancy pressures across service lines,
the OG reported a weak 114% operating ratio and -5.8% net operating
margin (NOM) in FY23. Fitch views these pressures in-line with
industry labor challenges given LVL and NIRR provide type-A
lifecare contracts and inflated clinical care costs without
adequate revenue generation will continue to depress the OG's
profitability metrics.
The OG's capital spending has averaged a high 366% over the past
three years as a result of LVL's expansion/renovation project.
Given the completion of the expansion project at LVL and the fact
that NIRR's campus is relatively new (opened in April 2016), Fitch
expects capex over the next few years to be limited to routine
renovations funded by internal cash flow.
The OG issued series 2022 debt in April 2022 to refund its
outstanding series 2012 bonds. MADS following the issuance of its
series 2022 bonds is approximately $9.3 million. Capital-related
metrics are weak with the low revenue-only MADS coverage of 0.9x
and high debt-to-net available and MADS as a percent of revenue of
18.2x and 18.7%, respectively. These metrics are expected to trend
favorably as the OG's revenue generation/ILU occupancy improves
over the outlook period.
Financial Profile - 'bb'
Adequate Liquidity; Coverage Expected to be Around 1.4x
In the context of its midrange revenue defensibility and weak
operating risk assessments, the OG's financial profile is currently
assessed as 'bb', reflecting sufficient liquidity position and the
expectation for adequate debt service coverage around 1.2x. The
consultant's report indicates that the OG will achieve coverage
metrics that will meet or exceed the rate covenant as a result of
its affiliation with PRS that will allow it to enhance and develop
strategies to increase occupancy, and stabilize its workforce, in
line with Fitch's expectation. At Sept. 30, 2023, the OG had
approximately $36 million of unrestricted cash and investments,
translating to 246 days cash on hand, which is neutral to the
assessment of the OG's financial profile. Fitch estimates cash to
adjusted debt to be approximately 25.9% - this metric includes the
addition of $6 million HCRC guaranteed bonds to total debt and the
inclusion of $12.9 million in DSRFs as cash.
Fitch's baseline scenario, which is a reasonable forward look of
financial performance over the next five years given current
economic expectations, shows the OG financial profile improving
through expense management, and occupancy improvement leading to
revenue growth. The stress scenario incorporates both an investment
portfolio and cash flow stress that are in line with current
economic conditions and expectations. Under these assumptions, the
OG's cash-to-adjusted debt that rebounds to 29% by year four.
Fitch's Stable Outlook considers the fact that MADS coverage
averages only 1.2x in the stress case -- in the event that the OG
cannot generate coverage at or above its 1.2x covenant.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Prolonged labor challenges or weak census levels at the OG
resulting in continued weak operational performance and/or
deterioration in liquidity.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improvement of census across campuses;
- Improvement of cash to adjusted debt to be consistently above 50%
in Fitch's stress case.
PROFILE
The OG consists of Haverland Carter Lifestyle Group (HCLG), LVL,
the NIRR and Sommerset Neighborhood, Incorporated (Sommerset). PRS
is the sole corporate member of LVL, NIRR and Sommerset, following
the affiliation in October 2023. PRS is a developer, operator and
manager of a portfolio of over 50 LPCs across six states, based out
of Medford, Oregon.
LVL is a Type-A life plan community located in Albuquerque, NM and
consists of 361 ILUs, 17 memory care units (MCUs), 53 assisted
living units (ALUs) and 58 skilled nursing facility (SNF) beds.
NIRR is a Type-A life plan community located in Rio Rancho, NM and
consists of 90 ILUs, 48 ALUs and 72 SNF beds.
LVL and NIRR offer fully amortizing and 50% refundable contract
options. Over 90% of the residents at LVL and NIRR have chosen the
fully amortizing plan.
Sommerset is located in Oklahoma City, OK and consists of 106 ALUs
and 20 MCUs. In FY23, the OG generated $50.6 million in total
revenues.
Non-OG affiliates include HCRC and Del Corazon Hospice, LLC that
was acquired in April 2019.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
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.
HAWKEYE ENTERTAINMENT: Taps Leech Tishman as Bankruptcy Counsel
---------------------------------------------------------------
Hawkeye Entertainment, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Leech
Tishman Fuscaldo & Lampl, Inc. as its general bankruptcy counsel.
The firm will render these services:
a. advise the Debtor as to the requirements of the Bankruptcy
Court, the Bankruptcy Code, FRBP, LBR, and the Office of the United
States Trustee as they pertain to the Debtor;
b. advise the Debtor as to certain rights and remedies of its
bankruptcy estate and the rights, claims, and interests of
creditors and/or other parties in interest;
c. assist the Debtor with the negotiation, documentation, and
any necessary Court approval of transactions disposing of property
of the estate;
d. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving the bankruptcy estate unless the Debtor
is represented in such hearing or proceeding by special counsel;
e. conduct examinations of witnesses, claimants and/or adverse
parties and represent the Debtor in any adversary proceeding except
to the extent that such adversary proceeding is outside of Leech
Tishman's expertise or beyond Leech Tishman's staffing
capabilities;
f. prepare and assist the Debtor in preparation of reports,
applications, and pleadings, including but not limited to,
applications to employ professionals, interim statements and
operating reports, initial filing requirements, schedules,
statement of financial affairs, financing pleadings, and pleadings
with respect to the Debtor's use, sale, or lease of property
outside the ordinary course of business;
g. prepare and assist the Debtor in the negotiation,
formulation, preparation, and confirmation of a plan of
reorganization and the preparation and approval of a disclosure
statement in connection with the Plan;
h. advise the Debtor as to its power and duties as a
debtor-in-possession in the continued operation of its business and
management of its property;
i. perform any other services, which may be necessary and
appropriate in the representation of the Debtor during the
Bankruptcy Case; and
j. continue to represent the Debtor in pending state court
matters.
The firm will be paid at these rates:
Partners $500 to $800 per hour
Counsel $300 to $650 per hour
Associates $250 to $450 per hour
Legal Assistants/Paralegals $125 to $250 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $200,000.
Sandford Frey, Esq., a partner at Leech Tishman Robinson Brog,
disclosed in court filings that his firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sandford L. Frey, Esq.
Lori A. Schwartz, Eq.
Leech Tishman Robinson Brog, PLLC
200 South Los Robles Avenue, Suite 300
Pasadena, CA 91101
Tel: (212) 603-6300
Fax: (212) 956-2164
Email: sfrey@leechtishman.com
About Hawkeye Entertainment, LLC
Hawkeye Entertainment, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11501) on
October 18, 2023. In the petition signed by Adi McAbian, president
of Saybian Gourmet, Inc., member of Hawkeye, the Debtor disclosed
up to $10 million in both assets and liabilities.
Judge Martin R. Barash oversees the case.
Sandford L. Frey, Esq., at Leech Tishman Fuscaldo & Lampl, LLC,
represents the Debtor as legal counsel.
HELIX ENERGY: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned a 'B+' first-time Long-Term Issuer
Default Rating (IDR) to Helix Energy Solutions Group, Inc. The
Rating Outlook is Stable. Fitch has also assigned a 'BB-'/'RR3'
rating to the proposed senior unsecured notes.
Helix's ratings reflect its low leverage, strong liquidity and
focus on production-related services within the oil field services
industry. These strengths are offset by the inherent volatility of
oil and gas activity and the relatively small scale of the
company.
The Stable Outlook is based on Fitch's expectation for reasonably
strong offshore activity over the next several years and the
company's track record of consistent FCF generation.
KEY RATING DRIVERS
Conservative Financial Strategy: Helix's credit quality is
supported by a conservative financial strategy. Helix has exhibited
a strong track record of disciplined capital spending and funding.
The company utilized asset sales to fund the completion of a
newbuild program in 2008 when the market turned down. Again, the
management focused on maintaining the balance sheet by funding a
newbuild program in 2016-2017 with equity issuances. Unlike many,
even larger, more diversified oil field service peers that needed
to utilize bankruptcy or distressed exchanges to restructure the
balance sheet in order to survive downcycles, Helix managed through
these downturns with prudent spending, timely equity issuances, and
asset sales. Fitch expects management to continue to pursue and
maintain a conservative financial strategy.
Exposure to Oil and Gas Downturns: Helix remains exposed to
volatile oil and gas production activity. Declines in oil and gas
commodity prices typically lead to sometime significantly decreased
spending by operators. While this volatility is more focused on
development and growth spending it does still impact expenditures
focused on production and production enhancement. In 2020 and 2021,
Helix experienced 2% and 8% declines in revenue and 16% and 37%
decreases in EBITDA before experiencing a recovery in 2022.
Consistent FCF Generation: Helix has shown a track record of
consistently generating positive FCF throughout the cycle. Fitch
expectation of the continuation of this trend is a credit positive.
Fitch's conservative model shows neutral FCF in 2023; however, this
is driven by elevated capex and drydock expenditures as well as
working capital usage as revenue increases. From 2019 through the
end of its forecast period in 2027, FCF margin averages 7%.
Leader in Offshore Well Intervention: Fitch views Helix's position
as a leader in the offshore well intervention market as a credit
strength. Historically, most well offshore well intervention was
executed by offshore drill rigs or drill ships. Helix is the leader
in developing purpose-built well intervention vessels and
specializing in these services. The purpose-built design and
specialization allows Helix to execute well production enhancement
more quickly and efficiently and at lower cost than using a
drilling contractor. It is important to note, however, that Helix
has a significantly smaller scale than more diversified oil field
service peers.
Competition from Drilling Assets: Helix's well intervention assets
face competition from drill rigs and drill ships, particularly
during downturns in the offshore drilling market. When drilling
activity declines, E&Ps are more likely to use underutilized rigs
that they have under contract for well intervention services rather
than using Helix equipment. This exposes Helix to downside risk on
both utilization and price.
Growing Renewables Exposure: Helix's growing exposure to renewables
industry customers is a credit positive. The company currently
generates 10% of its revenue from renewables customers. Helix
provides site preparation services, trenching, and subsea
construction services to offshore windfarms. Offshore windfarms
require significant trenching to lay cables between wind turbines
and back to shore. The expected growth in this work diversifies the
company away from the oil and gas industry. The majority of Helix's
revenues are generated from the oil and gas sector but the
compatibility of their slate of services to the offshore renewables
sector provides a credible path forward through energy transition.
DERIVATION SUMMARY
Helix's peers include Noble Corporation plc (BB-/Stable), Valaris
Limited (B+/Stable) and Weatherford International Public Limited
Company (B+/Stable). Helix is below the $500 million EBITDA level
that aligns with 'BB' ratings in the oilfield services sector, and
smaller than all of the peers. Helix exhibits lower volatility than
drilling focused peers Noble and Valaris. At current and forecast
levels, Helix's EBITDA margins are lower than peers but Helix's
margins show less deterioration in downside scenarios. Helix
leverage is comparable with peers in the high 'B' to low 'BB'
ratings range. Helix has exhibited a consistent track record of
generating positive FCF, even through downturns. The company's
ability to manage this and maintain a solid balance sheet without
having to utilize bankruptcy differentiates Helix from many of its
oil field service peers.
KEY ASSUMPTIONS
Key Assumptions for Rating Case:
- Floating rate debt uses three-month SOFR rates (5.25% for 2023,
5% for 2024, 4.25% for 2025, and 4% thereafter);
- Brent oil price $80/bbl in 2023, $75/bbl in 2024, $70/bbl in
2025, $65/bbl in 2026 and $60/bbl thereafter;
- Revenue growth of 30% in 2023, 5% in 2024, 3% thereafter;
- EBITDA margins recover to 19% range;
- Capex elevated in 2023 due to drydocking and recertification and
then decreasing to a normalized level;
- $70 million in acquisition spending in 2024 for earn out payments
from Alliance acquisition;
- Stock buybacks of $20 million per year.
RECOVERY ANALYSIS
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes Precision would be reorganized as a
going-concern (GC) in bankruptcy rather than liquidated. Fitch
assumed a 10% administrative claim.
Going-Concern Approach
Helix's GC EBITDA estimate of $150 million reflects Fitch's view of
a sustainable, post-reorganization EBITDA on which the enterprise
valuation (EV) is based. The GC EBITDA assumption for commodity
sensitive issuers at a cyclical peak reflects the industry's move
from top-of-the-cycle commodity prices to midcycle conditions and
intensifying competitive dynamics.
The GC EBITDA reflects a loss of customers and compressed margins
due to sustained WTI prices below $50 and resulting declining rig
activity across the globe. In particular, customer loss in the more
stable international market has the potential to negatively impact
the company's credit profile.
An enterprise value multiple of 5.0x EBITDA is applied to
going-concern EBITDA to calculate a post-reorganization enterprise
value.
The choice of this multiple considered the following factors:
The historical bankruptcy case study exit multiples for peer energy
oilfield service companies have a wide range with a median of 6.1x.
The oil field service sub-sector ranges from 2.2x to 42.5x due to
the more volatile nature of EBITDA swings in a downturn.
Fitch has assumed a 100% draw of the $120 million 2026 RCF
facility.
The bespoke analysis results in 'BB-'/'RR3' rating being assigned
to the senior unsecured notes. The senior unsecured notes recover
at 100% but criteria caps the rating at 'BB-'/'RR3'.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Increased scale with mid-cycle EBITDA approaching $500 million
(in line with BB peers) while maintaining generally positive FCF;
- Sustainably stronger offshore drilling market and/or increased
revenue share derived from renewables customers;
- Track record of conservative financial policy that keeps gross
debt in check;
- Midcycle EBITDA leverage below 2.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Deteriorating market fundamentals driving decreased utilization
of and margins on assets;
- Inability to maintain generally positive FCF;
- Deviation from conservative financial policies;
- Midcycle EBITDA leverage above 3.0x.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Helix ended the second quarter ended June 30,
2023 with $182.7 million of cash and $102.5 million of availability
under their revolver. With the completion of this transaction, the
company will have modest debt amortization through the 2029
maturity of the proposed notes. This is sufficient liquidity to
address the expected $70 million acquisition earn out payment in
2024. The revolver contains covenants which require the company to
maintain a fixed charge coverage ratio of at least 1.0x if
availability is less than the greater of 10% of the borrowing base
or $10 million and require the company to maintain pro forma
minimum excess availability of $21 million for the 91 days prior to
the maturity of each of their outstanding convertible issues.
ISSUER PROFILE
Helix Energy Solutions Group, Inc. (Helix) is a leading
international offshore energy services company that provides
specialty services to the offshore energy industry, with a focus on
well intervention, robotics and full-field decommissioning
operations. The company is organized into four business segments:
Well Intervention (50% of YTD 2023 revenue), Robotics (19%),
Shallow Water Abandonment (22%), and Production Facilities (8%).
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
----------- ------ --------
Helix Energy
Solutions Group,
Inc. LT IDR B+ New Rating
senior
unsecured LT BB- New Rating RR3
HO1KB NORTH: Hires Willis & Associates as Bankruptcy Counsel
------------------------------------------------------------
HO1KB North LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to employ Willis & Associates
LLC to handle its Chapter 11 bankruptcy case.
The firm will be paid $350 per hour for its services and will be
reimbursed for its out-of-pocket expenses.
Prior to the filing of the petition, the Debtor paid the firm a
retainer of $11,738.
Lawrence Willis, Esq., a partner at Willis & Associates, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Lawrence Willis, Esq.
Willis & Associates LLC
201 Penn Center Blvd Suite 310
Pittsburgh PA 15235
Telephone: (412) 235-1721
Facsimile: (412) 542-1704
E-maillawrencew@westernpabankruptcy.com
About HO1KB North LLC
HO1KB North LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
23-22390) on Nov. 6, 2023. The petition was signed by Arthur R
Barbus, manager. The Debtor estimated up to $50,000 in assets and
$500,001 - $1 million in liabilities.
Judge Jeffery A Deller oversees the case.
Lawrence W Willis, Esq. at Willis & Associates represents the
Debtor as counsel.
HORNBLOWER SUB: $349MM Bank Debt Trades at 64% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Hornblower Sub LLC
is a borrower were trading in the secondary market around 36.0
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $349.4 million facility is a Payment in kind Term loan that is
scheduled to mature on April 27, 2025. The amount is fully drawn
and outstanding.
Hornblower Sub, LLC is a charter yacht and public dining cruise
operator.
HORNBLOWER SUB: $60MM Bank Debt Trades at 17% Discount
------------------------------------------------------
Participations in a syndicated loan under which Hornblower Sub LLC
is a borrower were trading in the secondary market around 83.5
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $60 million facility is a Term loan that is scheduled to mature
on April 29, 2024.
Hornblower Sub, LLC is a charter yacht and public dining cruise
operator.
HS PURCHASER: $670MM Bank Debt Trades at 17% Discount
-----------------------------------------------------
Participations in a syndicated loan under which HS Purchaser LLC is
a borrower were trading in the secondary market around 83.1
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $670 million facility is a Term loan that is scheduled to
mature on November 19, 2027. The amount is fully drawn and
outstanding.
HS Purchaser, LLC develops infrastructure software.
IBIO INC: Posts $5.8 Million Net Loss in First Quarter
------------------------------------------------------
iBio, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss available to
the Company's stockholders of $5.75 million on $50,000 of revenues
for the three months ended Sept. 30, 2023, compared to a net loss
available to common stockholders of $18.13 million on $0 of
revenues for the three months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $37.68 million in total
assets, $24.47 million in total liabilities, and $13.21 million in
total stockholders' equity.
iBio said, "The history of significant losses, the negative cash
flow from operations, the limited cash resources on hand and the
dependence by the Company on obtaining additional financing to fund
its operations after the current cash resources are exhausted raise
substantial doubt about the Company's ability to continue as a
going concern. Management's current financing and business plans
have not mitigated such substantial doubt about the Company's
ability to continue as a going concern for at least 12 months from
the date of filing this Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2023. In an effort to
mitigate the substantial doubt about continuing as a going concern
and increase cash reserves, the Company has raised funds from time
to time through equity offerings or other financing alternatives,
reduced its work force by approximately 60% (a reduction of
approximately 69 positions) in November 2022, and ceased operations
of its CDMO Facility thereby reducing annual spend on expenses."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1420720/000155837023019043/ibio-20230930x10q.htm
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com-- is a developer of
next-generation biopharmaceuticals using its proprietary Artificial
Intelligence-Driven Discovery Platform and FastPharming
Manufacturing System. The Company focused its technologies on the
research and development of novel products at its Drug Discovery
Center in California. The Company is currently using its
FastPharming Manufacturing System and Glycaneering Technologies to
develop its portfolio of proprietary biologic drug candidates.
iBio reported a net loss available to the Company's stockholders of
$65.01 million for the year ended June 30, 2023, compared to a net
loss available to stockholders of $50.39 million for the year ended
June 30, 2022. As of June 30, 2023, the Company had $41.21 million
in total assets, $25.83 million in total liabilities, and $15.38
million in total stockholders' equity.
Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated Sept. 27, 2023, citing that the Company has suffered
recurring losses from operations and negative cash flows from
operating activities for the years ended June 30, 2023 and 2022 and
has an accumulated deficit as of June 30, 2023. These matters,
among others, raise substantial doubt about its ability to continue
as a going concern.
IHEARTCOMMUNICATIONS: $2.10BB Bank Debt Trades at 16% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which
iHeartCommunications Inc is a borrower were trading in the
secondary market around 83.9 cents-on-the-dollar during the week
ended Friday, November 17, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $2.10 billion facility is a Term loan that is scheduled to
mature on May 1, 2026. About $1.86 billion of the loan is
withdrawn and outstanding.
iHeartCommunications, Inc. operates as a media company. The Company
offers radio and television stations, outdoor advertising displays,
and live entertainment venues such as music, news, talk, sports,
and other stations.
IHEARTCOMMUNICATIONS: $402MM Bank Debt Trades at 17% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which
iHeartCommunications Inc is a borrower were trading in the
secondary market around 83.5 cents-on-the-dollar during the week
ended Friday, November 17, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $402 million facility is a Term loan that is scheduled to
mature on May 1, 2026. About $401.2 million of the loan is
withdrawn and outstanding.
iHeartCommunications, Inc. operates as a media company. The Company
offers radio and television stations, outdoor advertising displays,
and live entertainment venues such as music, news, talk, sports,
and other stations.
IN-POWER MOTORS: Seeks to Hire Allan D. NewDelman as Counsel
------------------------------------------------------------
IN-Power Motors LLC seek approval from the U.S. Bankruptcy Court
for the District of Arizona to hire Allan D. NewDelman, P.C. as its
legal counsel.
The firm will render these services:
a. give legal advice with respect to all matters related to
this case;
b. prepare necessary applications, answers, orders, reports
and other legal papers; and
c. perform all other legal services for Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Allan D. NewDelman $475
Roberta J. Sunkin $395
Paralegal $150 - $200
Allan NewDelman, 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:
Allan D. NewDelman, Esq.
Allan D. NewDelman, PC
80 East Columbus Avenue
Phoenix, AZ 85012
Telephone: (602) 264-4550
Email: anewdelman@adnlaw.net
About IN-Power Motors
IN-Power Motors is a dealer of used car, truck & SUV in Phoenix,
AZ.
IN-Power Motors LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
23-07975) on Nov. 6, 2023. The petition was signed by Ricardo
Castro as managing member. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
Judge: Hon. Daniel P. Collins presides over the case.
Allan D. NewDelman, Esq. at Allan D. NewDelman, P.C. represents the
Debtor as counsel.
J&P FLASH: Seeks to Hire Hope Brothers as Real Estate Broker
------------------------------------------------------------
J&P Flash, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Tennessee to employ Hope Brothers, LLC to
market and sell its self-storage properties.
The broker will receive a commission equal to 3.75 percent of the
gross sales price of the property.
Charles Hope, principal broker of Hope Brothers, assured the court
that his firm is a "disinterested party" within the meaning of 11
U.S.C. 101(14).
The firm can be reached through:
Charles T. Hope
Hope Brothers, LLC
6115 Camp Bowie Blvd, Suite 240
Fort Worth, TX 76116
Phone: (817) 984-4058
Email: info@hopebrothers.com
About J&P Flash
J&P Flash, Inc., a company in West Memphis, Ariz., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tenn. Case No. 21-23968) on Dec. 1, 2021, listing up to $50,000 in
assets and up to $10 million in liabilities. Dwayne Jones, vice
president of J&P Flash, signed the petition.
Judge Denise E. Barnett oversees the case.
Glankler Brown, PLLC serves as the Debtor's legal counsel.
K&N PARENT INC: $100MM Bank Debt Trades at 86% Discount
-------------------------------------------------------
Participations in a syndicated loan under which K&N Parent Inc is a
borrower were trading in the secondary market around 14.4
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $100 million facility is a Term loan that is scheduled to
mature on October 20, 2024. The amount is fully drawn and
outstanding.
K&N Parent, Inc. operates as a designer and manufacturer of
performance automotive aftermarket products. The Company offers air
filters, intakes, oil filters, cabins, and accessories.
K&N PARENT: $245MM Bank Debt Trades at 61% Discount
---------------------------------------------------
Participations in a syndicated loan under which K&N Parent Inc is a
borrower were trading in the secondary market around 38.7
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $245 million facility is a Term loan that is scheduled to
mature on October 20, 2023.
K&N Parent, Inc. operates as a designer and manufacturer of
performance automotive aftermarket products. The Company offers air
filters, intakes, oil filters, cabins, and accessories.
KIDDE-FENWAL: Asks Court Okay for Chapter 11 Mediation to Cut Debt
------------------------------------------------------------------
Emily Lever of Law360 reports that bankrupt fire-suppression
company Kidde-Fenwal asked a Delaware bankruptcy judge to refer key
questions in its Chapter 11 case to mediation in order to narrow
down the liabilities it's facing in connection to its aqueous
film-forming foam products, saying it will exhaust its resources
fighting them in litigation.
About Kidde-Fenwal
Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures
fire protection systems. It offers products such as fire control
systems, explosion aircraft protection, laser-based smoke detection
devices, electronic gas ignitions, and fire suppressions.
Kidde-Fenwal markets its products to mining, manufacturing,
education, and commercial sectors.
Kidde-Fenwal sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the
petition filed by its chief transformation officer, James
Mesterharm, the Debtor reported assets between $100 million and
$500 million and estimated liabilities between $1 billion and $10
billion.
The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht
& Tunnell, LLP as bankruptcy counsels; Covington & Burling, LLP as
special insurance counsel; and Guggenheim Securities, LLC as
investment banker. Stretto, Inc. is the claims and noticing agent
and administrative advisor.
The official committee of unsecured creditors appointed in the
Debtor's Chapter 11 case tapped Brown Rudnick, LLP and Stutzman,
Bromberg, Esserman & Plifka, A Professional Corporation as
bankruptcy counsels; Gilbert, LLP and KTBS Law, LLP as special
counsels; Province, LLC as financial advisor; and Houlihan Lokey
Capital, Inc. as investment banker.
KNIGHT HEALTH: $450MM Bank Debt Trades at 72% Discount
------------------------------------------------------
Participations in a syndicated loan under which Knight Health
Holdings LLC is a borrower were trading in the secondary market
around 28.0 cents-on-the-dollar during the week ended Friday,
November 17, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $450 million facility is a Term loan that is scheduled to
mature on December 23, 2028. The amount is fully drawn and
outstanding.
Knight Health Holdings LLC is a provider of a community-based acute
and post-acute care, with 18 short-term acute care hospitals and 61
long-term acute care facilities across 25 states.
L & L WHOLESALE: Seeks to Hire Baker Law as Bankruptcy Counsel
--------------------------------------------------------------
L & L Wholesale Homes seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire David G. Baker, Esq. and
Baker Law Offices its attorneys.
Baker Law will assist the Debtor in taking all necessary action to
protect and preserve the estate; in negotiating with creditors and
other parties in interest; in advising the Debtor in connection
with this proceeding; in preparing the plan of reorganization and
disclosure statement; in preparing any necessary pleadings and
attending court hearings thereon; and in performing other legal
services normally incident to Chapter 11 cases.
The firm will charge $375 per hour for its services.
Baker Law is a "disinterested person" as that term is defined in
section 101(14) of the Code, and Counsel does not hold any interest
materially adverse to the estate, according to court filings.
The firm can be reached through:
David G. Baker, Esq.
Baker Law Offices
255 Massachusetts Avenue #614
Boston, MA 02115
Phone: (617) 367-4260
Email: david@bostonbankruptcy.org
About L & L Wholesale Homes
L & L Wholesale Homes sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-11630) on Oct.
8, 2023, listing up to $50,000 in both assets and liabilities.
Judge Janet E Bostwick presides over the case.
David G. Baker, Esq. at Baker Law Offices represents the Debtor as
counsel.
LGI HOMES: Moody's Rates New $400MM Unsecured Notes Due 2028 'Ba2'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to LGI Homes,
Inc.'s proposed $400 million senior unsecured notes due 2028. The
company's other ratings, including its Ba2 corporate family rating,
Ba2-PD probability of default rating, Ba2 rating on existing senior
unsecured notes, SGL-2 Speculative Grade Liquidity rating, and its
stable outlook remain unchanged.
The proceeds of LGI's new note offering will be used to repay a
similar amount of borrowings under its $1.13 billion revolving
credit facility, leaving the facility availability at about $600
million. The note offering improves the company's external sources
of liquidity. Over the next 12 to 18 months, Moody's expect about
half of LGI's credit facility to remain undrawn and debt levels to
remain at similar to pro forma levels. The transaction is leverage
neutral with LGI's debt to book capitalization staying at around
40%, in line with its level at September 30, 2023. The company's
interest burden, however, is expected to increase slightly.
RATINGS RATIONALE
LGI's Ba2 CFR is supported by the company's: 1) track record of
strong organic growth funded by a conservative mix of debt and
equity; 2) strong market position, revenue scale of $2.2 billion,
and broad geographic diversification; 3) track record of strong
gross margins, which is expected to be sustained; 4) business model
that focuses on standardized home construction and creates
production efficiencies; and 5) focus on the entry-level home
segment, supported by favorable demographic trends and demand of
millennial buyers.
However, the credit profile also reflects: 1) the company's all
speculative construction strategy that can lead to high unsold home
inventory during a weak market; 2) a very long land position with
total land supply of 11 years and owned land supply of 9 years, and
the associated exposure to land impairments during periods of price
declines; 3) vulnerability of the first-time homebuyer to
affordability declines; 4) the risk of shareholder-friendly actions
in the form of share repurchases; and 5) the cyclicality of the
homebuilding industry and the resulting volatility in revenue and
operating results.
The stable outlook reflects Moody's expectation that the company
will grow its community count and increase revenue scale over the
next 12 to 18 months, while maintaining good liquidity and solid
gross margins.
LGI's SGL-2 Speculative Grade Liquidity rating reflects Moody's
view that the company will maintain good liquidity over the next 12
to 15 months. Liquidity is supported by Moody's expectation of good
availability under the company's $1.13 billion unsecured revolver,
ample financial covenant cushion, alternate sources of liquidity
stemming from its land supply, and a lack of near term debt
maturities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if the company meaningfully increases
its revenue size and scale and improves product and geographic
diversity. Additionally, maintenance of a conservative financial
policy with respect to shareholder returns and leverage, including
sustained debt to book capitalization below 35% could lead to an
upgrade. Strong gross margin and EBIT to interest coverage metrics,
along with very good liquidity and strong free cash flow would also
be important upgrade considerations.
The ratings could be downgraded if the company shifts to a more
aggressive financial policy with respect to shareholder friendly
activities, large scale acquisitions or if debt to book
capitalization increases toward 45%. Weakening in EBIT to interest
coverage below 5.0x, a significant decline in gross margin, a
weakening in liquidity profile or a deterioration in end market
conditions that results in net losses and impairments could result
in a ratings downgrade.
The principal methodology used in this rating was Homebuilding and
Property Development published in October 2022.
LGI Homes, Inc., established in 2003 and headquartered in Houston,
Texas, builds largely starter, single-family homes. In the last
twelve months ended September 30, 2023, LGI generated $2.2 billion
in revenue and $181 million in net income.
LGI HOMES: S&P Rates New $400MM Unsecured Senior Notes 'BB-'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to LGI Homes Inc.'s proposed $400 million unsecured
senior notes due in 2028. The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a default.
S&P expects the company will use the net proceeds from the notes to
partially repay outstanding borrowings under its unsecured
revolving credit facility. Approximately, $500 million-$525 million
will remain outstanding on the $1.13 million unsecured revolver due
2025 following the close of the transaction.
S&P's 'BB-' issuer credit rating and stable outlook on LGI are
unchanged. It views the refinancing positively as it is leverage
neutral and enhances the financial flexibility of the company.
However, this transaction transfers some of its obligations from
revolving debt to fixed debt, presenting the opportunity for LGI to
increase leverage in the long term by providing it with the
flexibility to operate with higher draws on its revolver.
LION STAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lion Star Nacogdoches Hospital, LLC
1204 N Mound Street
Nacogdoches, TX 75961
Business Description: The Debtor provides healthcare services.
Chapter 11 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-43535
Judge: Hon. Mark X. Mullin
Debtor's Counsel: Jeff P. Prostok, Esq.
FORSHEY & PROSTOK, LLP
777 Main St., Suite 1550
Fort Worth, TX 76102
Tel: 817-877-8855
Email: jprostok@forsheyprostok.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Sean Fowler as chief executive officer.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SUDLFAI/Lion_Star_Nacogdoches_Hospital__txnbke-23-43535__0001.0.pdf?mcid=tGE4TAMA
LIQUIDMETAL TECHNOLOGIES: Incurs $467K Net Loss in Third Quarter
----------------------------------------------------------------
Liquidmetal Technologies, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $467,000 on $127,000 of total revenue for the three
months ended Sept. 30, 2023, compared to a net loss of $571,000 on
$18,000 of total revenue for the three months ended Sept. 30,
2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $1.76 million on $224,000 of total revenue compared to
a net loss of $1.85 million on $306,000 of total revenue for the
nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $32.06 million in total
assets, $1.34 million in total liabilities, and $30.72 million in
total shareholders' equity.
Cash used in operating activities totaled $1,331,000 and $1,452,000
for the nine months ended Sept. 30, 2023 and 2022, respectively.
The cash was primarily used to fund operating expenses related to
the Company's business and product development efforts.
Cash provided by investing activities totaled $8,741,000 and used
in investing activities totaled $2,564,000 for the nine months
ended Sept. 30, 2023 and 2022, respectively. Investing inflows
primarily consist of proceeds from the sale of debt securities.
Investing outflows primarily consist of purchases of debt
securities.
Cash provided by financing activities totaled $0 for the nine
months ended Sept. 30, 2023 and $212,000 for the nine months ended
Sept. 30, 2022 related to the exercise of the Company's stock
options.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1141240/000143774923032007/lqmt20230930_10q.htm
About Liquidmetal Technologies
Lake Forest, California-based Liquidmetal Technologies, Inc. --
http://www.liquidmetal.com-- is a materials technology company
that develops and commercializes products made from amorphous
alloys. The Company's family of alloys consists of a variety of
bulk alloys and composites that utilize the advantages offered by
amorphous alloys technology. The Company designs, develops and
sells products and custom parts from bulk amorphous alloys to
customers in a wide range of industries. The Company also partners
with third-party manufacturers and licensees to develop and
commercialize Liquidmetal alloy products.
Liquidmetal reported a net loss of $2.39 million in 2022, a net
loss of $3.38 million in 2021, a net loss of $2.64 million in 2020,
and a net loss of $7.43 million in 2019.
LORDSTOWN MOTORS: To Seek Plan Confirmation on Dec. 19, 2023
------------------------------------------------------------
Judge Mary F. Walrath has entered an order approving the Disclosure
Statement of Lordstown Motors Corp., et al.
All objections, if any, to the Disclosure Statement or relief
requested in the Motion that have not been withdrawn or resolved
prior to or at the hearing to consider approval of the Disclosure
Statement are overruled.
The Disclosure Statement Hearing Notice and the manner of service
thereof are each approved.
The following dates and deadlines in connection with the
Solicitation Procedures and the Confirmation Hearing are approved:
* The Voting Record Date will be on October 31, 2023.
* The Solicitation Date will be 5 business days after the entry
of the Disclosure Statement Order, or as soon as reasonably
practicable thereafter.
* The Publication Deadline will be 5 business days after the
entry of the Disclosure Statement Order, or as soon as reasonably
practicable thereafter.
* The Rule 3018(a) Motion Deadline will be on November 27, 2023
at 4:00 p.m. (ET).
* The Voting Resolution Event Deadline will be on December 5,
2023.
* The Plan Supplement Filing Deadline will be on December 1,
2023 (The date that is no later than 7 days prior to the Plan
Objection Deadline)
* The Deadline to file proposed form of the Confirmation Order
will be on the date that is no later than 7 days prior to the Plan
Objection Deadline.
* The Plan Objection Deadline will be on December 8, 2023 at
4:00 p.m. (ET).
* The Voting Deadline will be on December 12, 2023 at 5:00 p.m.
(ET).
* The Deadline to file (i) Reply to Plan Objections, (ii) Brief
in Support of Plan Confirmation, (iii) Declarations in Support of
Plan Confirmation, and (iv) Voting Report will be on December 15,
2023.
* The Confirmation Hearing will be on December 19, 2023 at 2:00
p.m. (ET).
Chapter 11 Plan
Lordstown Motors Corp., et al. submitted a Modified First Amended
Joint Chapter 11 Plan.
Under the Plan, holders of Class 3 General Unsecured Claims against
a Debtor will receive its Pro Rata share of the Debtors' Cash
(without regard to the particular Debtor against which such Claim
is Allowed and excluding the Post-Effective Date Debtor Amount),
after: (i) the satisfaction of the Allowed Administrative Claims,
Allowed Priority Tax Claims, Allowed Other Priority Claims, and
Allowed Secured Claims, and (ii) the Professional Fees Escrow
Account is funded or all Professional Fee Claims are satisfied.
Post-Petition Interest to Holders of Allowed General Unsecured
Claims will be paid as follows: (A) To the extent that there is
sufficient Cash for Distribution to pay all Allowed General
Unsecured Claims in full after satisfaction of (i) and (ii) above,
plus Post-Petition Interest at the Federal Judgment Rate in full on
such Allowed General Unsecured Claims, then Holders of such Allowed
General Unsecured Claims shall be entitled to payment in full of
Post-Petition Interest at the Federal Judgment Rate. (B) To the
extent that there is sufficient Cash for Distribution to pay all
Allowed General Unsecured Claims in full after satisfaction of (i)
and (ii) above, and some, but not all, Post-Petition Interest on
such Claims at the Federal Judgment Rate, then Holders of such
Allowed General Unsecured Claims shall be entitled to their Pro
Rata share of Post-Petition Interest at the Federal Judgment Rate.
Class 3 is impaired.
Following the Effective Date, the Post-Effective Date Debtors shall
be authorized, in their sole discretion, to operate in the ordinary
course of business, including monetization of the Debtors' Retained
Causes of Action and other assets. The Post-Effective Date Debtors
shall fund Distributions to Holders of Claims and Interests from
all Assets, which include, but are not limited to, (i) Cash on hand
as of the Effective Date, (ii) proceeds from the sale of the
Debtors' assets, (iii) proceeds from Retained Causes of Action and
(iv) insurance proceeds received by the Post- Effective Date
Debtors. In addition, the Post-Effective Date Debtors shall be
authorized to reserve the Post-Effective Date Amount to fund the
Post-Effective Debtors. The Post-Effective Date Amount shall be
used to pay the costs of administering the Post-Effective Date
Debtors and may be increased consistent with the provisions set
forth in Article V.E of the Plan. The Post-Effective Date Debtor
Cash may be used to make Distributions (if any) to Holders of
Foxconn Preferred Stock, Holders of Common Stock Interests and
Holders of Allowed Section 510(b) Claims, or to fund one or more
post-Effective Date transactions to optimize the tax efficiency of
the Debtors, subject to the terms and conditions of the New
Organizational Documents and the Certificate of Designation.
Counsel and Proposed Co-Counsel to the Debtors:
Thomas E Lauria, Esq.
Matthew C. Brown, Esq.
Fan B. He, Esq.
WHITE & CASE LLP
200 S. Biscayne Blvd.
Miami, FL 33131
Telephone: (305) 371-2700
Facsimile: (305) 358-5744
E-mail: tlauria@whitecase.com
mbrown@whitecase.com
fhe@whitecase.com
- and -
David M. Turetsky, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
E-mail: david.turetsky@whitecase.com
- and -
Jason N. Zakia, Esq.
WHITE & CASE LLP
111 South Wacker Drive
Chicago, IL 60606
Telephone: (312) 881-5400
E-mail: jzakia@whitecase.com
- and -
Roberto Kampfner, Esq.
Doah Kim, Esq.
RJ Szuba, Esq.
WHITE & CASE LLP
555 South Flower Street, Suite 2700
Los Angeles, CA 90071
Telephone: (213) 620-7700
E-mail: rkampfner@whitecase.com
doah.kim@whitecase.com
rj.szuba@whitecase.com
- and -
Donald J. Detweiler, Esq.
Morgan L. Patterson, Esq.
WOMBLE BOND DICKSON (US) LLP
1313 North Market Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 252-4320
Facsimile: (302) 252-4330
E-mail: don.detweiler@wbd-us.com
morgan.patterson@wbd-us.com
A copy of the Order dated November 1, 2023, is available at
https://tinyurl.ph/DIbQT from www.kccllc.net, the claims agent.
A copy of the Chapter 11 Plan dated November 1, 2023, is available
at https://tinyurl.ph/EmyCG from www.kccllc.net, the claims agent.
About Lordstown Motors Corp.
Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an
electric vehicle OEM developing innovative light duty commercial
fleet vehicles, with the Endurance all electric pickup truck as its
first vehicle. It has engineering, research and development
facilities in Farmington Hills, Mich. and Irvine, Calif.
On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases
are pending before Judge Mary F. Walrath.
The Debtors tapped White & Case, LLP and Richards, Layton & Finger,
P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special
counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor;
and Silverman Consulting as restructuring advisor. Kurtzman Carson
Consultants, LLC, is the Debtors' claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee tapped Troutman Pepper Hamilton Sanders,
LLP as legal counsel and Huron Consulting Group Inc. as financial
advisor.
LOYALTY EXPRESS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Loyalty Express, LLC
DBA Volly
2101 Highland Ave. South, Suite 700
Birmingham, AL 35205
Business Description: Volly is a provider of technology and
marketing services for banks, credit unions,
and mortgage companies.
Chapter 11 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
Northern District of Alabama
Case No.: 23-03147
Judge: Hon. D. Sims Crawford
Debtor's Counsel: Daniel D. Sparks, Esq.
CHRISTIAN & SMALL LLP
1800 Financial Center
505 North 20th Street
Birmingham, AL 35203
Tel: (205) 795-6588
Email: ddsparks@csattorneys.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Katharine Loveland as CEO.
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/HGHPAQI/Loyalty_Express_LLC__alnbke-23-03147__0001.0.pdf?mcid=tGE4TAMA
LTL MANAGEMENT: J&J 3rd Bankruptcy Can Spark SCOTUS Scrutiny
------------------------------------------------------------
Alex Wittenberg of Law360 reports that Johnson & Johnson, which
twice failed to use bankruptcy to resolve claims its baby powder
caused cancer, is plotting a third Chapter 11 filing, with the
potential to spark a circuit split that could put the controversial
"Texas Two-Step" maneuver squarely in the U.S. Supreme Court's
sights, experts told Law360.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing the Court to dismiss the 2021 Chapter 11 case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an order
denying LTL's stay motion on March 31, 2023, and, on the same day,
issued its mandate directing the Bankruptcy Court to dismiss the
2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
LUMEN TECHNOLOAGIES: 2027 Bondholders Move to Protect Collateral
----------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that certain Lumen
Technologies Inc. creditors have amassed a position in the
company's 4% senior secured notes due 2027 that could be big enough
to prevent the debt from being stripped of collateral and other
investor protections under a proposed restructuring deal, according
to people with knowledge of the matter.
A group of creditors left out of the proposal amassed a more than
one-third stake in the notes, said the people, who asked not to be
named because the discussions are private.
About Lumen Technologies
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
LUMEN TECHNOLOGIES: Debt Restructuring Deal Anger Creditors
-----------------------------------------------------------
Reshmi Basu of Bloomberg News reports that a proposed deal to
restructure one of the largest piles of US distressed debt is
drawing ire from creditors who have been left out of the
transaction.
Lumen Technologies Inc., a struggling telecommunications firm with
nearly $20 billion of debt, cut the deal with a group of investment
firms including Silver Point Capital, Pacific Investment Management
Co.,Diameter Capital Partners and Blackrock Inc., according to
people with knowledge of the matter who asked not to be identified
because talks are private. Creditors who weren't part of the
negotiations aren't sure if they will be allowed to participate.
About Lumen Technologies
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
LUMEN TECHNOLOGIES: Left Out Lenders Submit New Restructuring Plan
------------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that struggling
telecommunications firm Lumen Technologies is looking at an
alternative restructuring proposal submitted by creditors that were
left out of a debt plan unveiled by the company earlier this week,
according to people with knowledge of the matter.
The new proposal includes a $4 billion financing package, said the
people, who asked not to be identified discussing private talks.
The new financing is intended to extinguish some debt held by the
company's Level 3 unit, the people said.
Bloomberg reported Friday, November 4, 2023, that the creditors
were working on an alternative plan.
About Lumen Technologies
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
roadband services to its residential and small business customer
base.
M AND J HOME: Seeks to Hire Zajac & Associates as Accountant
------------------------------------------------------------
M & J Home Improvement, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts Ethan J. Steeves
of Zajac & Associates, LLP as its accountant.
The firm will prepare the Debtor's tax returns, provide advice
regarding account management, assist in preparing future business
projections related to the proposed Plan, and aid in the
preparation of the operating reports.
Mr. Steeves normal rate for services rendered is $110 per hour. The
bookkeeping department charges $75 per hour for its services.
Mr. Steeves assured the court that he and every member of his firm
is a "disinterested person" as that term is defined in 11 U.S.C.
Sec. 101(14).
The firm can be reached through:
Ethan J. Steeves, CPA
Zajac & Associates, LLP
29 Dean Avenue
P O Box 02038
Telephone: (508) 528-1305
Facsimile: (508) 528-8231
About M & J Home Improvement, Inc.
M & J Home Improvement, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-40874) on
October 20, 2023. In the petition signed by Matthew Sullivan,
manager, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Christopher L. Murray, Esq., at Murray Law Firm, P.C., represents
the Debtor as legal counsel.
MAGENTA BUYER: $3.18BB Bank Debt Trades at 31% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 69.4
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $3.18 billion facility is a Term loan that is scheduled to
mature on July 27, 2028. The amount is fully drawn and
outstanding.
Magenta Buyer LLC is a provider of cybersecurity software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MAGENTA BUYER: $750MM Bank Debt Trades at 60% Discount
------------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 40.0
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $750 million facility is a Term loan that is scheduled to
mature on July 27, 2029. The amount is fully drawn and
outstanding.
Magenta Buyer LLC is a provider of cybersecurity software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MATRIX PARENT: $160MM Bank Debt Trades at 57% Discount
------------------------------------------------------
Participations in a syndicated loan under which Matrix Parent Inc
is a borrower were trading in the secondary market around 42.8
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $160 million facility is a Term loan that is scheduled to
mature on March 1, 2030. The amount is fully drawn and
outstanding.
Matrix Parent, Inc. does business as Mobileum. Matrix operates
across four main businesses ranked as following in descending order
by revenue contribution: Roaming and Network Services; Fraud,
Security and Business Assurance; Testing and Service Assurance; and
Engagement and Experience. Matrix pioneered the development of
mobile roaming steering software used broadly among telecom
operators.
MATRIX PARENT: $380MM Bank Debt Trades at 31% Discount
------------------------------------------------------
Participations in a syndicated loan under which Matrix Parent Inc
is a borrower were trading in the secondary market around 68.9
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $380 million facility is a Term loan that is scheduled to
mature on March 1, 2029. About $374.3 million of the loan is
withdrawn and outstanding.
Matrix Parent, Inc. does business as Mobileum. Matrix operates
across four main businesses ranked as following in descending order
by revenue contribution: Roaming and Network Services; Fraud,
Security and Business Assurance; Testing and Service Assurance; and
Engagement and Experience. Matrix pioneered the development of
mobile roaming steering software used broadly among telecom
operators.
MAYA J ATX: Seeks Approval to Hire Barron & Newburger as Attorney
-----------------------------------------------------------------
Maya J ATX, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ Barron & Newburger, P.C. as
its attorneys.
The firm's services include:
a. advising Debtor of its rights, powers, and duties as a
debtor-in-possession continuing to manage its assets;
b. reviewing the nature and validity of claims asserted
against the property of Debtor and advising Debtor concerning the
enforceability of such claims;
c. preparing on behalf of Debtor, all necessary and
appropriate applications, motions, pleadings, draft orders,
notices, schedules, and other documents and reviewing all financial
and other reports to be filed in the chapter 11 case;
d. advising Debtor concerning and preparing responses to,
applications, motions, complaints, pleadings, notices, and other
papers which may be filed in the chapter 11 case;
e. counseling Debtor in connection with the formulation,
negotiation, and promulgation of a plan of reorganization and
related documents;
f. performing all other legal services for and on behalf of
Debtor which may be necessary and appropriate in the administration
of the chapter 11 case and Debtor's business; and
g. working with professionals retained by other parties in
interest in this case to attempt to obtain approval of a consensual
plan of reorganization for Debtor.
The firm will be paid at these rates:
Stephen Sather $550 per hour
Charles Murnane $375 per hour
Other Attorneys $175 to 475 per hour
The firm received a retainer in the amount of $10,000 from Jetall
Companies on Oct. 20, 2023. Jetall has agreed to pay additional
retainers of $5,000 within 45 days and $5,000 within 60 days.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Stephen Sather, Esq., a senior counsel at Barron & Newburger,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Stephen Sather, Esq.
BARRON & NEWBURGER, PC
7320 N. MoPac Expy, Suite 400
Austin, TX 78731
Tel: (512) 476-9103
Fax: (512) 279-0310
Email: gsiemankowski@bn-lawyers.com
About Maya J ATX LLC
Maya J ATX LLC was formed as a Texas limited liability company on
March 31, 2022. It owns real estate located at 2513 and 2515 San
Gabriel Street and 2103 Nueces Street.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10737) on September
5, 2023. In the petition signed by Drew Dennett, manager, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Shad Robinson oversees the case.
James Q. Pope, Esq., at The Pope Law Firm, represents the Debtor as
legal counsel.
MERIDIANLINK INC: S&P Affirms 'B+' ICR on Resilient Performance
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on Costa
Mesa, Calif.-based loan origination software and services provider
MeridianLink Inc. and its 'BB-' issue-level and '2' recovery
ratings on its debt.
The stable outlook reflects S&P's expectation that adjusted
leverage will remain in the 4.0x-4.5x range for the next 12 months,
despite a challenging mortgage market, primarily because of new
customer wins and stability in nonmortgage loan application
volumes.
S&P said, "The rating affirmation follows our renewed expectation
that demand for lending solutions will offset ongoing softness in
the company's data verification business. In the quarter-ended
Sept. 30, 2023, MeridianLink's revenue grew 6.6%, as 12% growth in
its lending solutions segment more than offset a 9% decline in data
verification solutions. A slowdown in its mortgage-derived revenue,
due to high interest rates and lower mortgage origination volumes,
has affected its data verification solutions revenue. A slower
hiring market, leading to lower needs for new employee
verification, also affected the segment. Conversely, lending
solutions has been growing due to new logo wins and cross-selling
services. While not in our base-case scenario, we believe there
could be a slowdown due to lower demand for auto, credit cards, and
personal loans if interest rates continue to increase.
"Leverage is only moderately worse than we expected despite a
challenging mortgage market and higher selling, general, and
administrative (SG&A) costs. Year-to-date revenue through the first
three quarters of 2023 is modestly lower than we expected primarily
due to higher interest rates and lower mortgage origination
volumes. In addition, the company's S&P Global Ratings'-adjusted
EBITDA margin is about 450 basis points (bps) worse than we
previously expected, primarily due to higher sales and marketing
expenses to support future growth. The combination of lower revenue
and higher expenses caused us to raise our 2023 leverage forecast
to about 4.4x from about 3.7x.
"Despite the higher leverage, we believe the company is performing
relatively well in a challenging lending environment. Even though
mortgage volumes declined, it increased total mortgage-related
revenue in both the second and third quarters because of winning
new customers, cross-selling additional products to existing
customers, and the benefits of acquiring OpenClose in November
2022. It's non-mortgage consumer lending revenues continue to grow
by double digit percentages. We forecast a modest recovery in
mortgage volumes in 2024 as mortgage rates begin to ease.
Similarly, the company reports that some of its mortgage customers
are investing to update their processes in anticipation of the
recovery. High-single-digit revenue growth in 2024 and modest
margin improvement should lead to leverage improving to about 3.9x
by the end of 2024.
"We view the company as a leading loan application solutions
provider, though its small scale and sensitivity to cyclicality of
consumer lending patterns remain limiting factors. MeridianLink
operates in a niche market, providing loan origination software
solutions to customers primarily of credit unions and smaller
financial institutions. The company's scale remains limited, with
about $300 million of total annual sales. It has no meaningful
service diversity, with offerings focused on consumer and mortgage
lending solutions, and it is exposed to revenue cyclicality from
interest rate fluctuations, unemployment, and auto sale trends.
"The company provides an omnichannel platform that enables
cross-selling opportunities. Moreover, the company benefits from a
high proportion of subscription-based services with multiyear
contracts and high retention rates, which offer predictable and
highly recurring revenue streams and support pricing power. Despite
our expectation of solid demand for digital lending solutions, we
anticipate limited margin expansion due to ongoing investments in
product and marketing over the next 12 months.
"We believe the company's financial policy could be more aggressive
than most publicly traded companies due to Thoma Bravo's majority
ownership. Financial sponsor Thoma Bravo still owns the 50% of the
company that it retained following the IPO in 2021, and it remains
in control of the board. Accordingly, our ratings will reflect
MeridianLink's financial sponsor control until Thoma Bravo
relinquishes control and reduces its equity stake below 40%.
Nevertheless, we expect MeridianLink will maintain leverage in line
with its publicly stated net leverage target of 3x, on average,
which corresponds to S&P Global Ratings'-adjusted debt leverage of
about 4.2x-4.3x. This level of leverage is better than most other
financial sponsor-owned companies that we rate.
"The stable outlook reflects our expectation that adjusted leverage
will remain in the 4.0x-4.5x range for the next 12 months, despite
a challenging mortgage market, primarily because of new customer
wins and stability in nonmortgage loan application volumes."
MICHAELS COS: $1.95BB Bank Debt Trades at 19% Discount
------------------------------------------------------
Participations in a syndicated loan under which Michaels Cos
Inc/The is a borrower were trading in the secondary market around
80.9 cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $1.95 billion facility is a Term loan that is scheduled to
mature on April 15, 2028. The amount is fully drawn and
outstanding.
The Michaels Companies, Inc. operates as a chain of arts and crafts
stores. The Company provides arts, crafts, floral and wall decor,
framing, and merchandise for makers and do-it-yourself home
decorators. Michaels Companies serves customers in North America.
MINESEN COMPANY: Trustee Taps Marr Jones & Wang as Special Counsel
------------------------------------------------------------------
Dane Field, Chapter 11 trustee for The Minesen Company, seeks
approval from the U.S. Bankruptcy Court for the District of Hawaii
to employ Marr Jones & Wang as her special counsel.
The firm will advise the Trustee with respect to certain labor and
employment matters and employment matters that may arise.
The firm's current hourly rates range from $195 to $540.
As disclosed in the court filings, Marr Jones & Wang is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Richard M. Rand, Esq.
Marr Jones & Wang
1003 Bishop Street, Suite 1500
Honolulu, HI 96813
Phone: (808) 536-4900
Email: RRand@marrjones.com
About The Minesen Company
The Minesen Company -- http://www.innatschofield.com/-- owns a
transient military lodging facility at Schofield Barracks in
central Oahu known as the Inn at Schofield Barracks. It is based in
Wahiawa, Hawaii.
The Minesen Company filed a petition for Chapter 11 protection
(Bankr. D. Hawaii Case No. 19-00849) on July 4, 2019, with up to
$50 million in assets and up to $10 million in liabilities. Max
Jensen, president of The Minesen Company, signed the petition.
Judge Robert J. Faris oversees the case.
The Debtor tapped Goodsill Anderson Quiin & Stifel as bankruptcy
counsel; Snell & Wilmer, LLP, Keith M. Kiuchi, A Law Corporation
and Crowell & Moring, LLP as special counsels; Joseph M. Salvator
CPA, PC as accountant; and Schlissel & Associates, LLC as tax
advisor.
Dane S. Field, the Chapter 11 trustee appointed in the Debtor's
case, tapped Klevansky Piper, LLP, as legal counsel and Peter K.
Matsumoto, CPA, as accountant.
MLN US HOLDCO: $1.12BB Bank Debt Trades at 82% Discount
-------------------------------------------------------
Participations in a syndicated loan under which MLN US Holdco LLC
is a borrower were trading in the secondary market around 18.4
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $1.12 billion facility is a Term loan that is scheduled to
mature on December 1, 2025. About $281.0 million of the loan is
withdrawn and outstanding.
MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings. The
Company's customer focus is on small and medium sized businesses.
Mitel is majority-owned by private equity firm Searchlight Capital
Partners.
MLN US HOLDCO: $155.8MM Bank Debt Trades at 24% Discount
--------------------------------------------------------
Participations in a syndicated loan under which MLN US Holdco LLC
is a borrower were trading in the secondary market around 75.8
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $155.8 million facility is a Term loan that is scheduled to
mature on October 18, 2027. The amount is fully drawn and
outstanding.
MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings. The
Company's customer focus is on small and medium sized businesses.
Mitel is majority-owned by private equity firm Searchlight Capital
Partners.
MLN US HOLDCO: $576MM Bank Debt Trades at 74% Discount
------------------------------------------------------
Participations in a syndicated loan under which MLN US Holdco LLC
is a borrower were trading in the secondary market around 25.8
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $576 million facility is a Term loan that is scheduled to
mature on October 18, 2027. The amount is fully drawn and
outstanding.
MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings. The
Company's customer focus is on small and medium sized businesses.
Mitel is majority-owned by private equity firm Searchlight Capital
Partners.
MOLEKULE GROUP: Gen. Unsecureds Owed $10M to Get 1.39% of Claims
----------------------------------------------------------------
Molekule Group, Inc. and Molekule, Inc., submitted a Plan and a
Disclosure Statement.
On the Effective Date, the DIP Lenders shall pay to the Reorganized
Debtor cash equal to $5,000,000 less the outstanding principal
amount due under the DIP Financing and receive 63% of the equity
interests in the Reorganized Debtor, to be distributed to the
holders in accordance with the percentages which they funded the
DIP Facility, in full satisfaction, settlement, release,
extinguishment, and discharge of the DIP Claim.
Under the Plan, Class 5 Allowed Unsecured Priority Wage Claims will
recover 100% of claims. On the Effective Date, and except to the
extent that a holder of an allowed Class 5 Claim has been paid
prior to the Effective Date or agrees to different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such claims, each holder of an Allowed Unsecured
Priority Wage Claim will receive payment in full in cash by the
Reorganized Debtor. To the extent any person holds an unsecured
claim that exceeds the statutory cap set forth in 11 U.S.C. s
507(a)(4), such claim shall be treated as a General Unsecured Claim
in Class 8 of the Plan. Class 5 is unimpaired.
Class 6 Allowed Unsecured Priority Benefit Plan Contribution Claims
will recover 100% of claims. On the Effective Date, and except to
the extent that a holder of an allowed Class 6 Claim has been paid
prior to the Effective Date or agrees to different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such claims, each holder of an Allowed Unsecured
Priority Benefit Plan Contribution Claim will receive payment in
full in cash by the Reorganized Debtor. To the extent any person
holds an unsecured claim that exceeds the statutory cap set forth
in 11 U.S.C. s 507(a)(5), such claim shall be treated as a General
Unsecured Claim in Class 8 of the Plan. Class 6 is unimpaired.
Class 7 Allowed Unsecured Priority Consumer Deposit Claims will
recover 100% of claims. On the Effective Date, and except to the
extent that a holder of an allowed Class 7 Claim has been paid
prior to the Effective Date or agrees to different treatment, in
full satisfaction, settlement, release, extinguishment and
discharge of such claims, each holder of an Allowed Unsecured
Priority Consumer Deposit Claim will receive payment in full in
cash by the Reorganized Debtor. To the extent any person holds an
unsecured claim that exceeds the statutory cap set forth in 11
U.S.C. s 507(a)(7), such claim shall be treated as a General
Unsecured Claim in Class 8 of the Plan. Class 7 is unimpaired.
Class 8 Allowed General Unsecured Claims total $10,825,000 and will
recover 1.39% of their claims. In full satisfaction, settlement,
release, extinguishment, and discharge of such claims, (i) on the
Effective Date, each holder of an Allowed General Unsecured Claim
will receive from the Reorganized Debtor a one-time Pro Rata
distribution from a total of $150,000; and (ii) a Pro Rata
distribution of all net proceeds received or obtained by the Plan
Administrator resulting from any demand, pursuit, award, or
settlement of any Avoidance Action that is not an Avoidance Action
to avoid or recover any Critical Vendor Payment as set forth in
Section 6.06 of the Plan. Class 8 is impaired.
Funds to be used to make the payments required on the Effective
Date under the Plan shall derive from the Debtors' cash on hand,
the operation of the Reorganized Debtor's business in the ordinary
course prior to the Effective Date, and the payment received from
the DIP Lenders. The Plan Administrator will receive $50,000 from
the Debtors on the Effective Date, and any payments the Plan
Administrator makes will come from that $50,000 or the pursuit and
recovery of Avoidance Actions.
Attorneys for the Debtors:
Bradley S. Shraiberg, Esq.
Eric Pendergraft, Esq.
SHRAIBERG PAGE P.A.
2385 NW Executive Center Drive, Ste. 300
Boca Raton, FL 33431
Telephone: (561) 443-0800
Facsimile: (561) 998-0047
E-mail: bss@slp.law
ependergraft@slp.law
A copy of the Disclosure Statement dated November 1, 2023, is
available at https://tinyurl.ph/eblkx from PacerMonitor.com.
About Molekule Inc.
Molekule, Inc. and Molekule Group, Inc. manufacture air purifiers.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18094) on
October 3, 2023. In the petition signed by Ryan Tyler, chief
financial officer, Molekule, Inc. disclosed $11,592,471 in total
assets and $46,952,909 in total liabilities.
The Hon. Erik P. Kimball is the case judge.
The Debtors tapped Bradley S. Shraiberg, Esq., at Shraiberg Page,
PA as bankruptcy counsel and the law firm of Ossentjuk & Botti as
special counsel.
MY THREE AMIGOS: Gets OK to Hire Barski Law Firm as Counsel
-----------------------------------------------------------
My Three Amigos LLC received approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Barski Law PLC to
handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $425
Paralegal $175
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Chris Barski, Esq., an attorney at Barski 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:
Chris D. Barski, Esq.
Barski Law, PLC
9375 E. Shea Blvd., Suite 100
Scottsdale, AZ 85260
Telephone: (602) 441-4700
Email: cbarski@barskilaw.com
About My Three Amigos LLC
My Three Amigos owns a 1.1 acre parcel in Paradise Valley, Arizona
having a comparable sale value of $2.5 million.
My Three Amigos LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
23-07008) on Oct. 3, 2023. The petition was signed by Lori Weathers
as authorized representative of the Debtor. At the time of filing,
the Debtor estimated $2,500,000 in assets and $2,047,295 in
liabilities.
Judge Paul Sala presides over the case.
Chris D. Barski, Esq. at Barski Law PLC represents the Debtor as
counsel.
NABORS INDUSTRIES: Fitch Rates New 2030 Guaranteed Notes 'B+'
-------------------------------------------------------------
Fitch Ratings has assigned a 'B+'/'RR2' rating to Nabors
Industries, Inc.'s proposed senior priority guaranteed notes (SPGN)
due 2030. Fitch has also affirmed the Long-Term Issuer Default
Ratings (IDRs) for Nabors Industries, Ltd. and Nabors Industries,
Inc. (collectively, Nabors) at 'B-' with a Stable Rating Outlook.
Finally, Fitch has affirmed the 'BB-'/'RR1' rating for the
revolving credit facility, the 'B+'/'RR2' rating for the existing
SPGN and the 'CCC'/'RR6' rating for the senior unsecured notes.
Fitch has downgraded the issue-level ratings for Nabors Industries,
Ltd.'s priority guaranteed notes (PGN) to 'CCC'/'RR6' from
'B-'/'RR4' given reduced recovery prospects following the proposed
SPGN notes due 2030, which are structurally senior to the PGN
notes.
Nabors' 'B-' IDR and Stable Outlook reflects the softening U.S.
drilling environment since the beginning of 2023 and steadily
growing international segment which is expected to lead to positive
FCF, albeit at lower levels than previously anticipated. The credit
profile is also supported by Fitch's expectation that FCF will be
allocated toward gross debt reduction, the proactive management of
the maturity profile and adequate liquidity profile.
These factors are partially offset by the company's large note
maturities starting in 2026-2028, which Fitch expects will likely
need to be partially refinanced through capital markets. Potential
declines in rig activity and dayrates could deteriorate cash flow
and limit FCF and near-term gross debt reduction. Furthermore, the
company's complicated capital structure and current high interest
rate environment could limit refinancing options and increase
interest expense.
KEY RATING DRIVERS
Credit-Neutral SPGN Issuance: Fitch views the company's proposed
SPGN issuance as relatively neutral to the credit profile as it
extends the maturity profile and helps address the company's
near-term maturity wall, but the higher coupon will increase gross
interest expense. Proceeds are expected to be used to fully redeem
the remaining $474 million 5.75% senior unsecured notes due 2025.
Fitch recognizes that Nabors has exhausted its $650 million of SPGN
capacity, leaving approximately $550 million of capacity remaining
at the PGN level for future debt issuance which could be difficult
to access and further increase interest expense.
Softening U.S. Activity, Utilization: Nabors' U.S. drilling segment
exhibited softness in 3Q23 given weaker-than-expected oil-focused
drilling which has led to lower operating margins versus 1H23.
Nabors' U.S. Lower 48 (L48) quarterly average rig count declined to
74 in 3Q23 which was down from 82 in 2Q23 and 93.3 in 1Q23. The
company's daily gross margin also declined to $15,855 in 3Q23 from
$16,890 in 2Q23 and the company anticipates additional declines to
between $15,000 and $15,200 in 4Q23. Management projects L48
quarterly average rig count to stabilize between 72 and 74 rigs in
4Q23, but expects the Drilling Solutions and Rig Technologies
segments' EBITDA generation will improve by 10% and 20%
quarter-over-quarter, respectively.
Weaker Than Expected FCF: Nabors has generated approximately $59
million of adjusted FCF YTD 3Q23 and expects a strong 4Q23 which
should bring total full-year 2023 FCF to $225 to $250 million. This
is down from Management's estimate in early 2023 of approximately
$400 million of full-year FCF primarily due to softness in the U.S.
segment and higher than expected capex in the Saudi Aramco joint
venture (JV). Fitch's base case forecasts FCF generation of
approximately $150 million-$200 million for Nabors in 2024, which
could improve if L48 industry dynamics revert to stronger levels
seen in 1H23. Management forecasts capex of approximately $520
million for 2023, including approximately $190 million supporting
the JV.
Medium-Term Refinance Risk: Fitch believes medium-term refinance
risks still persist following the proposed SPGN issuance, given the
company's large note maturities in 2026-2028. Fitch expects
management will allocate cash on hand and incremental FCF first to
repay the 2024 exchangeable notes at maturity in January 2024 and
then toward the 2026 PGN notes. The company does have options to
address its near-term maturities through a combination of FCF
generation, potential common equity issuance and accessing the debt
capital markets given $550 million of capacity at the PGN level,
which could be difficult and further increase interest expense.
Fitch recognizes accessing the debt capital markets at the PGN
level could be difficult and will likely further increase interest
expense.
Nabors will have approximately two years of runway to generate FCF
to address the 2026 notes maturity. Fitch believes this is enough
time to generate FCF and position the company to refinance or pay
down the maturities in 2026-2028, especially if the company starts
receiving distributions from the JV. Negative trends in the
drilling environment and a reduction in expected FCF generation,
combined with the complicated capital structure, could present
difficulty accessing capital markets to refinance debt in the
medium term, particularly if the company exhausts its $550 million
of PGN capacity.
Sub-3.0x Leverage Metrics: Fitch projects Nabors' EBITDA leverage
will remain below 3.0x throughout the rating horizon. Fitch expects
Nabors will allocate the vast majority of FCF toward debt reduction
to help alleviate its medium-term refinance risks which should
reduce EBITDA leverage over time.
International Segment Stability, Limited Access: Nabors'
international drilling segment exhibited resilience through the
cycle, but a considerable portion of international EBITDA is
generated through the Saudi Aramco JV, from which Nabors has a
limited ability to extract cash in the near term.
Management expects the JV newbuild program will add approximately
five rigs annually, with each rig contributing approximately $10
million of annual EBITDA. Double-digit EBITDA growth is expected
for the JV as newbuilds are deployed, and Fitch believes the JV
will reach its FCF inflection point in 2025. Fitch believes Nabors
could potentially receive distributions from the JV in 2H25,
although the timing and magnitude of distributions remains
uncertain.
International segment average rig count steadily improved to 77
rigs in 3Q23 from 74.6 in 3Q22 in contrast to the softening U.S.
segment. Historically, international margins have been slightly
higher than U.S. margins, and the longer term of the contracts
provide for more certainty of future utilization. Daily rig margin
remained relatively resilient overall and has increased to $15,778
in 3Q23, up from $14,589 in 3Q22.
DERIVATION SUMMARY
Fitch compares Nabors with Precision Drilling Corporation
(B+/Positive), which is also an onshore driller with exposure to
the U.S. and Canadian markets. It is estimated that Nabors has the
third-largest market share in the U.S. at approximately 12%,
compared with Precision at 8%.
Nabors' gross margins in the U.S. are higher than Precision's
margins, which are aided by its offshore and Alaskan rig fleet,
which operate at significantly higher margins. Precision has the
highest market share in Canada, while Nabors' Canadian drilling
rigs and related assets were sold in July 2021. Nabors has a
significant international presence, which typically has longer-term
contracts, partially negating the volatility of the U.S. market.
Precision has stronger credit metrics and a more extended maturity
profile than Nabors, while the liquidity profiles are relatively
similar. Both companies are expected to generate FCF over their
respective forecast periods and use cash to reduce debt.
KEY ASSUMPTIONS
- WTI oil price of $75/bbl in 2023, $70/bbl in 2024, $65/bbl in
2025, and $60/bbl in 2026, and $57/bbl in the long term;
- Henry Hub natural gas price of $2.80/mcf in 2023, $3.25/mcf in
2024, $3.00/mcf in 2025 and $2.75 in the long term;
- Proceeds from proposed SPGN issuance used to fully repay the
outstanding 5.75% senior unsecured notes due 2025;
- Cash on hand and FCF used to fully repay the outstanding
exchangeable notes due January 2024;
- Capex of $520 million in 2023 with growth-linked increases
thereafter;
- FCF is expected to be positive with the expectation that FCF
proceeds will be used to reduce gross debt.
RECOVERY ANALYSIS
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes Nabors would be reorganized as a
going-concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim.
Going-Concern Approach
Nabors' going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level, upon which Fitch
bases the enterprise valuation. The going-concern EBITDA assumption
for commodity sensitive issuers at a cyclical peak reflects the
industry's move from top of the cycle commodity prices to mid-cycle
conditions and intensifying competitive dynamics.
The going-concern EBITDA assumption represents the emergence from a
prolonged commodity price decline. Fitch assumes its stress case
WTI oil price assumptions of $65/bbl in 2023, $47/bbl in 2024,
$32/bbl in 2025, $42/bbl in 2026 and $45/bbl for the long term.
The going-concern EBITDA assumption reflects a loss of customers
and lower margins, as E&P companies cut rigs and pressure oil
service firms to reduce operating costs. The EBITDA assumption also
incorporates the structural weakness outside of the Saudi Aramco JV
and overall high rig supply, but improving demand.
The assumption reflects corrective measures taken in the
reorganization to offset adverse conditions that triggered default,
such as cost-cutting and optimal deployment of assets.
An enterprise value multiple of 4.0x EBITDA is applied to
going-concern EBITDA to calculate a post-reorganization enterprise
value.
The choice of this multiple considered the following factors:
The historical bankruptcy case study exit multiples for peer energy
oilfield service companies have a wide range with a median of 6.1x.
The oil field service sub-sector ranges from 2.2x to 42.5x due to
the more volatile nature of EBITDA swings in a downturn.
Fitch used a multiple of 4.0x to estimate a value for Nabors
because of concerns of a downturn with a longer duration, a high
mix of international rigs that are not easily mobilized and
continued capital investment to remain competitive with peers to
maintain high quality and technologically advanced rigs for
operators.
Liquidation Approach
The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.
Fitch assigns a liquidation value to each rig based on management
discussions, comparable market transaction values, and upgrades and
new build cost estimates.
Different values were applied to top of the line super spec rigs,
lower-value super spec rigs, non-super spec rigs, and higher value
international rigs.
The secured credit facility is assumed to be fully drawn upon
default and is super senior in the waterfall.
The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' for the secured credit facility, a
recovery of 'RR2' for the SPGN notes, which are subordinated to the
secured credit facility and a recovery of 'RR6' for both the PGN
notes (which are subordinated to the SPGN notes) and senior
unsecured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Proactive management of the maturity profile that reduces
medium-term refinance risks;
- Positive FCF generation with proceeds applied to reduce of total
gross debt toward $2.0 billion;
- Maintain mid-cycle EBITDA leverage below 3.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Inability to reduce gross debt and proactively manage the
maturity schedule leading to heightened refinance risks;
- Inability to access the revolving credit facility or other
material reductions in liquidity;
- Maintain mid-cycle EBITDA leverage above 4.5x.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Cash attributable to Nabors at 3Q23 was
approximately $113 million which is net of approximately $275
million held in the Saudi Aramco JV and not available to Nabors.
The company also had full availability under its $350 million
secured revolving credit facility which also includes an accordion
feature for an additional $100 million of commitments, subject to
lender approval. The revolver matures in January 2026.
The facility is also subject to financial covenants including
minimum interest coverage which tightens to 2.75x by 2Q24 and a
requirement that certain guarantors own a minimum of 90% of the
consolidated PP&E of the company.
ISSUER PROFILE
Nabors is one of the largest drilling contractors in the world with
operations in both the U.S. and International markets. Nabors also
owns a Drilling Solutions business that offers specialized drilling
technologies that enhance drilling performance and wellbore
placement along with a Rig Technologies business that offers
advanced drilling rig equipment that improve energy efficiency and
reduce emissions.
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
----------- ------ -------- -----
Nabors Industries,
Ltd. LT IDR B- Affirmed B-
senior
unsecured LT CCC Downgrade RR6 B-
Nabors Industries,
Inc. LT IDR B- Affirmed B-
senior
unsecured LT B+ New Rating RR2
senior
unsecured LT CCC Affirmed RR6 CCC
senior
unsecured LT B+ Affirmed RR2 B+
senior secured LT BB- Affirmed RR1 BB-
NANO MAGIC: Incurs $700K Net Loss in Third Quarter
--------------------------------------------------
Nano Magic Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $699,675
on $658,159 of net revenues for the three months ended Sept. 30,
2023, compared to a net loss of $542,594 on $807,026 of net
revenues for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $2 million on $2.06 million of net revenues compared to
a net loss of $1.30 million on $1.82 million of net revenues for
the same period last year.
As of Sept. 30, 2023, the Company had $3.50 million in total
assets, $2.57 million in total liabilities, and $940,609 in total
stockholders' equity.
Going Concern
Nano Magic said, "As reflected in the unaudited consolidated
financial statements, the Company had losses from continuing
operations and net cash used by continuing operations of $2,003,577
and $1,057,794 for the nine months ended September 30, 2023 and a
loss from continuing operations of $2,448,637 and cash used by
continuing operations $1,488,818 for the nine months ended
September 30, 2022. These factors raise substantial doubt about
the Company's ability to continue as a going concern within one
year after the date that these unaudited consolidated financial
statements are issued. Management cannot provide assurance that
the Company will ultimately achieve profitable operations, become
cash flow positive or raise additional capital."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/891417/000149315223041131/form10-q.htm
About Nano Magic
Headquartered in Madison Heights, Michigan, Nano Magic Inc. --
www.nanomagic.com -- develops, commercializes and markets
nanotechnology powered consumer and industrial cleaners and
coatings to clean, protect, and enhance products for peak
performance. Consumer products include lens and screen cleaners
and coatings, anti-fog solutions, and household and automobile
cleaners and protective coatings sold direct-to-consumer and in big
box retail.
Nano Magic reported a net loss of $2.10 million for the year ended
Dec. 31, 2022, compared to a net loss of $1.57 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $4.09
million in total assets, $2.47 million in total liabilities, and
$1.62 million in total stockholders' equity.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 11, 2023, citing that the Company has recurring losses
from operations, negative cash flow from operations, and an
accumulated deficit. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
NEPTUNE WELLNESS: Incurs $5.3 Million Net Loss in Second Quarter
----------------------------------------------------------------
Neptune Wellness Solutions Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $5.34 million on $8.74 million of total revenues for
the three months ended Sept. 30, 2023, compared to a net loss of
$37.29 million on $11.98 million of total revenues for the three
months ended Sept. 30, 2022.
For the six months ended Sept. 30, 2023, the Company reported a net
loss of $15.14 million on $19.37 million of total revenues compared
to a net loss of $43.79 million on $28.26 million of total revenues
for the six months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $30.09 million in total
assets, $68.35 million in total liabilities, and a total
shareholders' deficiency of $38.26 million.
Neptune said, "As of the date these financial statements are
authorized for issuance, there is minimal cash balance. The
Company requires funding in the very near term in order to continue
its operations. The Company's lack of cash resources and current
share price may adversely affect its ability to raise new capital
and execute its business strategy. If the Company is unable to
obtain funding in the very near-term, it may have to cease
operations and liquidate its assets. These conditions cast
substantial doubt about the Company's ability to continue as a
going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001401395/000143774923032034/nept20230930_10q.htm
About Neptune Wellness Solutions Inc.
Headquartered in Laval, Quebec, Neptune is a consumer-packaged
goods company that aims to innovate health and wellness products.
Founded in 1998 and headquartered in Laval, Quebec with a United
States headquarters in Jupiter, Florida, the company focuses on
developing a portfolio of high-quality, affordable consumer
products that align with the latest market trends for natural,
sustainable, plant-based and purpose-driven lifestyle brands. The
company's products are available in more than 29,000 retail
locations and include well-known organic food and beverage brands
such as Sprout Organics, Nosh, and Nurturme, as well as
nutraceuticals brands like Biodroga and Forest Remedies.
Montreal, Quebec-based KPMG LLP, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated July 14,
2023, citing that the Company incurred significant operating losses
and negative cash flows from operations since inception, had an
accumulated deficit, and trade and other payables exceed its total
current assets at March 31, 2023. The Company is required to
actively manage its liquidity and expenses and payments of payables
are not being made as the amounts become due. The Company requires
funding in the very near term in order to continue its operations.
If the Company is unable to obtain funding in the very near-term,
it may have to cease operations and liquidate its assets. These
conditions cast substantial doubt about the Company's ability to
continue as a going concern.
NEW JERSEY CITY UNIVERSITY: Fitch Affirms 'BB+' IDR, Outlook Neg.
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' New Jersey City University's
(NJCU) Issuer Default Rating (IDR) and 'BB+' revenue bond rating on
approximately $136 million of outstanding par (FYE 2022) New Jersey
Educational Facilities Authority (NJEFA) bonds, series 2007F,
2010G, 2015A, 2016D, 2021A and 2021B, issued on behalf of NJCU.
The Rating Outlook remains Negative.
Entity/Debt Rating Prior
----------- ------ ----
New Jersey City
University (NJ) LT IDR BB+ Affirmed BB+
New Jersey
City University
(NJ) /General
Revenues/1 LT LT BB+ Affirmed BB+
The affirmation of NJCU's ratings at 'BB+' is grounded upon
continuation of stable or increased state support, while NJCU's
entirely new management team with the assistance of a new
state-appointed fiscal monitor overhauls NJCU's operations towards
long-term structural balance, despite headwinds from declining
student enrollment.
The state of New Jersey (A+/Stable) provided $10 million in
stabilization funding to NJCU in its fiscal 2024 budget together
with an appointment of a fiscal monitor to oversee NJCU's finances.
The state also provides appropriations for operations, pension, and
increased outcomes-based funding. Expectations of stable or
increased state support, including support for critical capital
needs, underpins the 'BB+' ratings despite the university's weak
leverage profile, and reflects NJCU's important role in educating
its mostly Pell Grant-eligible and minority student population
within the state's public higher education system.
The ratings are further predicated on expectations that the
university continues to make significant progress towards
structural balance, secures stable or increased support from the
state, and executes several one-time asset monetization efforts
during fiscal 2024 that will shore up NJCU's scant leverage and
liquidity positions to still weak, but improved, Fitch-calculated
Available Funds-to-Adjusted Debt ratios. The ratings also consider
that almost half of NJCU's Fitch-adjusted debt is comprised of
debt-equivalent pension obligations, for which the state has
historically provided full pass-through appropriations.
Despite positive developments, the Outlook remains negative as the
university's core revenue source remains vulnerable. A drop in
estimated fall 2023 enrollment to roughly 5,800 students from about
6,500 the year prior was mostly expected, due to significant
reduction in programs and sports offerings as part of NJCU's
right-sizing efforts, but follows several years of declining
enrollment and net student revenues.
The ratings may be subject to downward revision if the number of
incoming students and net student revenues continues to
meaningfully decline beyond expectations in coming years, if
adequate state support for operations, pensions or critical capital
needs is not received, or if the university fails to execute
continued right-sizing or asset monetization plans. Additionally,
internally-funded operational subsidies, if material, to West
Campus Housing LLC following the exhaustion of federal stimulus
receipts used to support the project, may weigh on NJCU's rating.
SECURITY
The outstanding NJEFA revenue bonds issued on behalf of NJCU are
general obligations of the university. The series 2021A/B financing
is further secured by a first lien pledge on the university's net
tuition and certain student fees (no room, board or student
wellness fees). This pledge was also extended to the prior NJEFA
revenue bonds on a parity basis through a security and
intercreditor agreement. NJCU additionally had approximately $10
million outstanding par of unrated, long-term debt at FYE 2022.
The series 2021A/B bonds are additionally secured by cash-funded
debt service reserve funds. The 2021A/B bonds feature a 35 days'
cash liquidity covenant beginning at FYE 2023 and a sum-sufficient
rate covenant. The university projects compliance with these
covenants as of FYE 2023. Principal and interest on the series'
2007F, 2021A, 2021B and some maturities of series 2015A and 2016D
bonds are guaranteed by municipal bond insurance policies.
KEY RATING DRIVERS
Revenue Defensibility - 'bb'
NJCU's local market position is supported by affordability relative
to peers with annual in-state tuition and mandatory fees of about
$13,500 (academic year 2022-2023) and its urban location that is
also a short commuter rail ride to New York City. However,
enrollment has proven vulnerable to particularly unfavorable
regional demographic conditions and additional pandemic-era
stresses facing first generation and minority students. NJCU
services a largely first-generation college population that is
historically more than three-fourths Black and Hispanic, with well
more than half of undergraduates receiving federal Pell grants for
low-income students.
Reflecting this challenging demographic environment and the effects
of the pandemic on NJCU's vulnerable student base, NJCU's
enrollment dropped over 20% to about 6,550 students in the
five-year period through fall 2022. The further drop in estimated
fall 2023 enrollment to roughly 5,800 students was mostly expected,
due to significant reduction in programs and sports offerings as
part of NJCU's right-sizing efforts. A more disciplined approach to
discounting is expected to somewhat counteract the revenue impact
of the reduced enrollment in fiscal 2024.
With over one-third of NJCU's operating revenues derived from the
state of New Jersey appropriations, state support, both directly in
the form of operating, pension and outcomes-based appropriations,
and indirectly through expanding scholarship grants to in-state
students, will support NJCU's overall revenue picture. The state's
$10 million in stabilization funds for fiscal 2024 also represents
a meaningful symbol of support of NJCU and NJCU's unique position
in the state's higher education landscape.
NJCU does not generate meaningful income from endowment returns or
fundraising.
Operating Risk - 'bbb'
Despite attempts to align its expense base with revenue
expectations in prior years, NJCU faced continued pressure from
high fixed costs such as debt and pension payments. As successive
revenue shortfalls from declining enrollment ensued, the resulting
structural imbalance and lack of flexibility prompted NJCU's
Trustees to declare a State of Emergency at its June 27, 2022
meeting. The former President, Provost and CFO were replaced and an
interim management team immediately implemented a three-month
control budget to address an anticipated structural deficit of $23
million in FY23.
The FY23 budget anticipated cutting the recurring deficit to $8.1
million. After another round of management changes, including the
replacement of the Acting President with longer-term Interim
President and the replacement of the interim CFO with a new CFO,
NJCU continued making programmatic and operational changes. The
budget was subsequently revised and approved by the board as of
Sept. 11, 2023 to record a $6.1 million deficit. With the
incorporation of the supplemental state stabilization funding of
$10 million and an increase of $3.8 million in state outcomes-based
appropriations, NJCU expects to record a surplus for the fiscal
year as well as meet its 35 days cash on hand bond covenant when FY
2023 financial performance figures are finalized.
The fiscal 2024 budget anticipates several recurring and one-time
revenue enhancements while continuing to reign in expenses,
resulting in very thin, but positive Fitch-calculated projected
cash flow margins that support the 'bbb' Operating Risk
assessment.
While NJCU is not entertaining further capital expansion plans,
considerable deferred capital needs are both critical and visible.
The university has identified $26 million in critical
infrastructure needs for items such as electrical and plumbing
systems, boilers, and heating/air conditioning along with another
$9 million of basic and strategic capital needs. NJCU did not
receive an allocation among the state's $400 million Higher
Education Infrastructure Trust funds awarded in fiscal 2024, but
continues to press for an allocation in future years.
Positively, the university administration maintains a good working
relationship with its faculty labor union, which has facilitated
the university's rationalization of programs and services.
Financial Profile - 'bb'
NJCU is very highly leveraged, resulting in a 'bb' Financial
Profile assessment. The high leverage stems from the
deficit-induced declines in financial resources resulting in
Fitch-calculated Available Funds (AF: cash and investments less
restricted net assets) of the university and the NJCU Foundation of
roughly $48 million at FYE 2022, and a high fixed-cost expense base
including debt and pension obligations.
Under NJCU's management team through fiscal 2022, the university
embarked on an era of significant expansion before the pandemic
that included the addition of a beachside campus in Fort Monmouth
for nursing and cybersecurity, a leased business school campus in
downtown Jersey City, NJ, a performance arts center, and campus
housing. Several of these projects have underperformed, accruing
net costs to the university, and the current management team is
executing plans to address project performance. Leverage is also
weakened by large net pension liabilities, which Fitch considers to
be debt-equivalents.
Fitch-adjusted debt at FYE 2022 was $284 million, including about
$137 million in Fitch-adjusted net pension liabilities deemed to be
debt-equivalents under Fitch methodology. The resulting 17% in
AF-to-adjusted debt at FYE 2022 is well below thresholds for a 'bb'
financial profile assessment, but with nearly half of NJCU's
adjusted debt related to pensions, the state pass-through support
for pension contributions and certain fringe benefits meaningfully
lowers the burden of NJCU's adjusted debt. Further, as NJCU
executes non-core asset sales and boosts operating performance,
leverage is expected to taper downward and improve calculated
ratios.
Asymmetric Additional Risk Considerations
Should NJCU's West Campus Housing project continue to require
subsidies from internal resources, Fitch will consider the project
to be on balance sheet, and the subsidies may pressure NJCU's
limited cash resources.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Any indication of reduction of support from the state of New
Jersey (A+/Stable), including support for pension and other benefit
costs, operating appropriations, or student aid;
- Inability of the university to implement its FY24 budget or carry
out a plan to make further progress towards structural balance in
FY25 and beyond;
- Continued attrition of the student population or net student
revenues.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Given NJCUs long-term structural imbalances, declining
fundamentals and weak liquidity, a positive rating action/upgrade
is unlikely at this time;
- Extraordinary support from the state of New Jersey or another
external party, together with the implementation of a viable
restructuring plan and meaningful and sustained increases in
financial resources, leverage, and liquidity ratios.
PROFILE
Opened in 1929 and granted university status in 1998, NJCU is a
four-year coeducational public university located in Jersey City,
NJ. NJCU serves approximately 5,800 students, offering
baccalaureate, graduate and doctoral degrees in the arts, sciences,
business, professional studies and education. NJCU has an urban
mission and is primarily a commuter institution, attracting the
majority of its students from surrounding counties.
Mr. Andres Acebo was appointed as Interim President of the
University in January 2023 for a two-year term, replacing the
previous Acting President following the resignation of President
Sue Henderson in June 2022. A new CFO was appointed in May 2023,
replacing the interim CFO who joined NJCU in mid-2022. In August
2023, the state of New Jersey appointed Mr. Henry Amoroso, known as
a turnaround specialist with expertise in real estate, to serve as
NJCU's fiscal monitor.
NJCU is accredited by the Middle States Commission on Higher
Education.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
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.
NORTHEAST GROCERY: S&P Assigns 'B+' ICR, Outlook Negative
---------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Northeast Grocery Inc.
S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '3' recovery rating to the proposed term loan facility.
The '3' recovery rating indicates our expectation for meaningful
(50%-70%; rounded estimate: 65%) recovery in the event of a payment
default.
"The negative outlook reflects the risk that the company will
experience persistently weaker free cash flow generation than our
base case given headwinds in the first half of fiscal 2024 and that
S&P Global Ratings-adjusted debt to EBITDA could deteriorate to
4.5x or higher against our base case of about 4x next year.
"Our rating reflects Northeast Grocery's limited operating scale,
regional concentration, and higher focus on suburban and rural
communities. Northeast Grocery was formed from the 2021 merger
between Tops Markets Corp. and The Golub Corp. We believe the
grocery market has become increasingly competitive in recent years.
Northeast Grocery has a leading position within its markets;
however, its store fleet is heavily concentrated in New York, with
a smaller presence in surrounding states. We believe the company
will remain concentrated in its existing markets, where we expect
low population growth in the future. The company operates under the
Tops Friendly Markets, Price Chopper, and Market 32 banners with
store formats tailored to its demographics.
"Despite its leading market position, we believe the company could
face increased competition from discount grocers amid a
macroeconomic environment pressuring household budgets. That said,
competitive pressures are somewhat mitigated by the company's
strong local presence and loyalty programs."
Margin compression in the industry and flat revenue growth will
pressure Northeast Grocery's profitability and cash flows over the
next year. The grocery industry benefitted from pandemic trends,
like more consumers eating at home and the ability to pass on cost
increases to protect margins. S&P expects margins in the industry
will contract in the near term, though not down to pre-pandemic
levels. Northeast Grocery achieved a 6.3% S&P Global
Ratings-adjusted EBITDA margin for the fiscal year ended April 30,
2023 (fiscal 2023). Its product mix includes its own private label
brands as well as national brands, where the company has less
flexibility on pricing.
S&P said, "Despite some margin compression in the near term, we
expect margins for Northeast Grocery will expand in time through
the realization of post-merger synergies. Due to the company's
geographic concentration in markets with low population growth, we
project modestly negative to relatively flat revenue growth over
the next year. We also forecast a contraction in S&P Global
Ratings-adjusted EBITDA and slightly negative free cash flow in
fiscal 2024 due to lower margins and some working capital
headwinds.
"However, we expect working capital and revenue growth to normalize
in fiscal 2025, resulting in positive free cash flow and a rebound
in profitability that supports modest EBITDA growth. Furthermore,
we expect Northeast to sustain S&P Global Ratings-adjusted leverage
in the 4x area, with S&P Global Ratings-adjusted interest coverage
of about 2.3x over the next 12 months.
"We expect Northeast Grocery to generate meaningfully positive cash
flow starting in fiscal 2025 while it invests in enhancing its
existing store fleet. The company's Market 32 banner is tailored
towards younger and more affluent consumers compared with the more
traditional model of Tops Friendly Markets and Price Chopper.
Although we expect the company's store count to remain flat, we
believe the company will continue to selectively convert a portion
of its Price Chopper stores to Market 32 stores and remodel its
existing Tops stores to drive customer traffic. We expect annual
capital expenditure (capex) of about $86 million, with the majority
of the spend going toward these initiatives as opposed to
maintenance. Our base case projects free operating cash flow (FOCF)
on a reported basis of at least $45 million in fiscal 2025, and we
expect this to improve as the company realizes synergies and
progresses through store remodels and conversions.
"The negative outlook reflects our expectation that the company
generate negative free cash flow this fiscal year. We also
anticipate it will maintain an S&P Global Ratings-adjusted EBITDA
margin of about 6% and S&P Global Ratings-adjusted leverage of
about 4x over the next 12 months."
S&P could lower its rating on Northeast Grocery if:
-- S&P believes it will not generate positive FOCF during fiscal
2025 or after; or
-- It sustains S&P Global Ratings-adjusted leverage above 4.5x.
S&P could raise its rating on Northeast Grocery if:
-- S&P expects it to sustain S&P Global Ratings-adjusted leverage
at low-4x while generating positive FOCF; and
-- It develops a consistent track record of sustainable
profitability within its markets.
OAK-BARK CORP: Case Summary & 14 Unsecured Creditors
----------------------------------------------------
Debtor: Oak-Bark Corporation
333 Neils Eddy Rd
Riegelwood, NC 28456
Business Description: The Debtor owns five properties in
Riegelwood, NC having a total current value
of $1.66 million.
Chapter 11 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
Eastern District of North Carolina
Case No.: 23-03351
Judge: Hon. Joseph N. Callaway
Debtor's Counsel: George Mason Oliver, Esq.
THE LAW OFFICES OF OLIVER & CHEEK, PLLC
PO Box 1548
New Bern, NC 28563
Tel: 252-633-1930
Fax: 252-633-1950
Email: george@olivercheek.com
Total Assets: $3,424,421
Total Liabilities: $190,422
The petition was signed by William E. Oakley as chairman, Oak-Bark
Corporation.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YCZTCLY/Oak-Bark_Corporation__ncebke-23-03351__0001.0.pdf?mcid=tGE4TAMA
OSG HOLDINGS: To Seek Confirmation of Prepackaged Plan on Nov. 21
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a combined hearing on November 21, 2023, at 1:00 p.m.,
prevailing Central Time, to consider confirmation of OSG Holdings,
Inc., et al.'s Second Amended Joint Prepackaged Chapter 11 Plan of
Reorganization and final approval of the explanatory Disclosure
Statement.
In a memorandum, the Debtors assert that the Plan should be
confirmed. The Debtors' prepackaged Plan is the culmination of
months of hard-fought negotiations and reflects complete consensus
across the Debtors' capital structure, while leaving all General
Unsecured Trade Claims and General Unsecured Litigation Claims
Unimpaired. The Plan deleverages the Debtors' balance sheet by
approximately 70% and provides for approximately $235 million of
new debt facilities, including a New First Lien Facility, New
Take-Back Debt Facility, and the Optional ABL Facility, ensuring
that the Reorganized Debtors will be well-capitalized upon
emergence.
As contemplated by that certain Amended and Restated Restructuring
Support Agreement, entered into as of Oct. 12, 2023, by and among
the Debtors, the Consenting Stakeholders, and other parties
thereto, including all exhibits thereto (including the
Restructuring Term Sheet), the Debtors began soliciting votes on
the prepackaged Plan prior to filing the Chapter 11 Cases. The Plan
has been accepted by substantially all Holders of Claims that voted
on the Plan, who collectively hold over 87% in outstanding
principal amount of the Existing First Lien Claims. The Debtors
received a handful of informal requests for clarifying language
from the U.S. Trustee and other parties in interest. All informal
comments have been resolved, and there were no formal objections to
the Plan.
Prepackaged Restructuring
The Plan implements a comprehensive prepackaged restructuring
agreed to among the Debtors and the Debtors' major stakeholders,
including the Consenting First Lien Lenders (entitled to vote more
than 66.7% of the aggregate amount of Existing First Lien Claims to
accept or reject the Plan) and the Consenting Funds. The
restructuring will result in a significant deleveraging of the
Debtors' capital structure, from $669.9 million of funded debt as
of Oct. 15, 2023, to $235 million as of post-emergence:
Structure Post-Emergence
Instrument Principal Outstanding
---------- ---------------------
New First Lien Facility $50.0 million
New Take-Back Debt Facility $135.0 million
Optional ABL Facility $50.0 million
--------------
Total $235.0 million
The anticipated benefits of the prepackaged restructuring,
including the Plan, include, without limitation, the following:
(a) a DIP Facility to fund the restructuring and the Debtors'
operations during these chapter 11 cases up to $50 million, which
will be paid in full in Cash on the Effective Date;
(b) approximately $50.0 million in new money advanced under the
New Credit Agreement in exchange for (a) $50 million in New First
Lien Loans and
(b) 20% of the Reorganized Common Equity, subject to dilution by
the Management Incentive Plan;
(c) a commitment from the Backstop Parties to backstop the New
First Lien Facility in exchange for the Put Option Premium;
(d) conversion of approximately $670 million of Existing First
Lien Claims to (i) $135 million in New Take-Back Debt Loans and
(ii) 80% of the Reorganized Common Equity, subject to dilution by
the Put Option Premium and the Management Incentive Plan;
(e) the option for the Debtors to secure the Optional ABL
Facility, consistent with the terms set forth in the Restructuring
Support Agreement;
(f) payment in full or Reinstatement of all General Unsecured
Trade Claims and all General Unsecured Litigation Claims;
(g) divestment of the Debtors' equity interest in non-debtor OSG
Bidco Limited, which will vest in a liquidating trust for the
benefit of the Pension Trustee; and
(h) prompt emergence from chapter 11.
The Plan provides for a comprehensive restructuring of the Debtors'
prepetition obligations, preserves the going-concern value of the
Debtors’ businesses, maximizes all creditor recoveries, and
protects the jobs of the Debtors’ invaluable employees, including
Management
Under the Plan, Class 4 General Unsecured Trade Claims and Class 5
General Unsecured Litigation Claims are unimpaired. They will be
paid paid in the ordinary course of business, or receive
reinstatement of the claims.
Class 6 Other General Unsecured Claims are impaired. Each Holder
of an Other General Unsecured Claim will be entitled to receive on
the Effective Date or as soon as reasonably practicable thereafter
its Pro-Rata Share of the Liquidating Trust Assets and (B) GBP
3,050,000.
Proposed Counsel for the Debtors:
Felicia Gerber Perlman, Esq.
Bradley Thomas Giordano, Esq.
Carole Wurzelbacher, Esq.
MCDERMOTT WILL & EMERY LLP
444 West Lake Street
Chicago, IL 10036
Telephone: (312) 372-2000
Facsimile: (312) 984-7700
E-mail: fperlman@mwe.com
bgiordano@mwe.com
cwurzelbacher@mwe.com
- and -
Gregg Steinman, Esq.
MCDERMOTT WILL & EMERY LLP
333 SE 2nd Avenue, Suite 4500
Miami, FL 33131
Telephone: (305) 358-3500
Facsimile: (305) 347-6500
E-mail: gsteinman@mwe.com
- and -
Marcus A. Helt, Esq.
MCDERMOTT WILL & EMERY LLP
2501 North Harwood Street, Suite 1900
Dallas, TX 75201
Telephone: (214) 295-8000
Facsimile: (972) 232-3098
E-mail: mhelt@mwe.com
A copy of the Plan of Reorganization dated October 28, 2023, is
available at https://tinyurl.ph/SkuLa from PacerMonitor.com.
About OSG Holdings
OSG Group is a business print and digital communications provider.
OSG Group runs a digital and print communications platform, serving
corporate clients throughout North America and the United Kingdom.
The Company provides primarily transactional, marketing, and
payment solutions to various industries, including consumer
services, business-to-business markets, education, retail, property
management, financial services, healthcare, and the government,
both through the use of its traditional print and mail businesses,
as well as through its omnichannel software-as-service (SaaS)
platform. The Company also provides a comprehensive suite of
complementary services to its clients, such as online payment
portals and accounts receivable software, real-time reporting and
data analytics, and database management services.
OSG Holdings Inc. and its affiliates, including OSG Group Holdings,
Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 23-90799) on Oct. 15, 2023. In the
petition filed by Keith A. Maib, as chief restructuring officer,
OSG Holdings estimated assets and liabilities between $500 million
and $1 billion each.
The Honorable Bankruptcy Judge Christopher M. Lopez handles the
cases.
The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy
counsel; ACCORDION PARTNERS, LLC as financial advisor; and HOULIHAN
LOKEY CAPITAL, INC., as investment banker. KURTZMAN CARSON
CONSULTANTS LLC is the claims agent.
PALATIN TECHNOLOGIES: Incurs $5.9 Million Net Loss in First Quarter
-------------------------------------------------------------------
Palatin Technologies, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $5.89 million on $2.11 million of revenues for the three months
ended Sept. 30, 2023, compared to a net loss of $8.26 million on
$869,654 of revenues for the three months ended Sept. 30, 2022.
The Company said the decrease in net loss was mainly due to the
increase of net product revenue of Vyleesi and a decrease in
expenses on its MCr programs.
As of Sept. 30, 2023, the Company had $11.25 million in total
assets, $16.14 million in total liabilities, and a total
stockholders' deficiency of $4.89 million. As of Sept. 30, 2023,
Palatin's cash, cash equivalents and marketable securities were
approximately $5.5 million plus $1.3 million of accounts
receivables, compared to $11.0 million plus $2.9 million of
accounts receivables as of June 30, 2023.
Palatin stated, "Based on our available cash and cash equivalents
including the $4,573,948 raised in October 2023...management has
concluded that substantial doubt exists about the Company's ability
to continue as a going concern for one year from the date these
consolidated financial statements are issued. The Company is
evaluating strategies to obtain additional funding for future
operations which include but are not limited to obtaining equity
financing, issuing debt, or reducing planned expenses. A failure
to raise additional funding or to effectively implement cost
reductions could harm the Company's business, results of
operations, and future prospects. If the Company is not able to
secure adequate additional funding in future periods, the Company
would be forced to make additional reductions in certain
expenditures. This may include liquidating assets and suspending
or curtailing planned programs. The Company may also have to delay,
reduce the scope of, suspend, or eliminate one or more research and
development programs or its commercialization efforts or pursue a
strategic transaction. If the Company is unable to raise capital
when needed or enter into a strategic transaction, then the Company
may be required to cease operations, which could cause its
stockholders to lose all or part of their investment. Assuming no
additional funding and based on its current operating and
development plans, the Company expects that existing cash, cash
equivalents and marketable securities as of the date of this filing
will be sufficient to fund currently anticipated operating expenses
into the first half of calendar year 2024."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/911216/000165495423014251/ptn_10q.htm
About Palatin
Headquartered in New Jersey, Palatin -- www.Palatin.com -- is a
biopharmaceutical company developing first-in-class medicines based
on molecules that modulate the activity of the melanocortin
receptor systems, with targeted, receptor-specific product
candidates for the treatment of diseases with significant unmet
medical need and commercial potential. Palatin's strategy is to
develop products and then form marketing collaborations with
industry leaders to maximize their commercial potential.
Palatin reported a net loss of $27.54 million for the year ended
June 30, 2023, compared to a net loss of $36.20 million on $1.47
million of total revenues for the year ended June 30, 2022.
Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated Sept. 28, 2023, citing that the Company has incurred
operating losses and negative cash flows from operations since
inception and will need additional funding to complete planned
product development efforts that raise substantial doubt about its
ability to continue as a going concern.
PANACEA LIFE: Incurs $2.2 Million Net Loss in Third Quarter
-----------------------------------------------------------
Panacea Life Sciences Holdings, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $2.15 million on $347,851 of revenue for the three
months ended Sept. 30, 2023, compared to a net loss of $2.69
million on $366,244 of revenue for the three months ended Sept. 30,
2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $5.81 million on $1.42 million of revenue compared to a
net loss of $7.44 million on $1.30 million of revenue for the nine
months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $18.73 million in total
assets, $24.81 million in total liabilities, and a total
stockholders' deficit of $6.08 million.
Going Concern Doubt
Panacea Life said, "We do not have sufficient cash resources to
sustain our operations for the next 12 months, particularly if the
large sales agreements and purchase orders we have do not result in
the revenue anticipated. We may be dependent on obtaining
financing from one or more debt or equity offerings or further
loans from Ms. Buttorff assuming she agrees to advance further
funds.
"These factors raise substantial doubt about the Company's ability
to continue as a going concern for a period of 12 months from the
issuance date of this report. Management cannot provide assurance
that the Company will ultimately achieve profitable operations or
become cash flow positive or raise additional debt and/or equity
capital. In addition, due to insufficient revenue, we will need to
obtain further funding through public or private equity offerings,
debt financing, collaboration arrangements or other sources in
order to maintain active business operations. We currently do not
have sufficient cash flow to pay our ongoing financial obligations
on a consistent basis. The issuance of any additional shares of
common stock, preferred stock or convertible securities could be
substantially dilutive to our stockholders. In addition, adequate
additional funding may not be available to us on acceptable terms,
or at all. If we are unable to raise capital, we will be forced to
borrow additional sums from our Chief Executive Officer or delay,
reduce or eliminate our research and development programs, we may
not be able to continue as a going concern, and we may be forced to
discontinue operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1552189/000149315223041041/form10-q.htm
About Panacea
Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc.
(OTCQB:EXDI) -- http://www.exactusinc.com-- is holding company
structured to develop and facilitate manufacturing, research,
product development and distribution in the high-growth, natural
human and animal health & wellness market segment. Its subsidiary,
Panacea Life Sciences, Inc. (PLS) is a woman-founded and led
company dedicated to manufacturing, distribution, research and
production of nutraceutical, cannabinoid, mushroom, kratom and
other natural, plant-based ingredients and products. PLS operates
out of a 51,000 square foot, state-of-the-art, cGMP facility in
Golden Colorado.
Panacea Life reported a net loss of $9.14 million for the year
ended Dec. 31, 2022, compared to a net loss of $4.78 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$19.49 million in total assets, $21.63 million in total
liabilities, and a total stockholders' deficit of $2.14 million.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 29, 2023, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
PEACE EQUIPMENT: Amends Commercial & Paccar Secured Claims Pay
--------------------------------------------------------------
Peace Equipment, LLC submitted a First Amended Plan of
Reorganization for Small Business dated November 9, 2023.
This Plan of Reorganization proposes to pay Debtor's creditors from
the cash flow generated in the ordinary course of the Debtor's
business after confirmation.
Creditors holding allowed claims will receive distributions as set
forth in this Plan. This Plan also provides for the payment of
administrative and priority claims.
Class 5 consists of the allowed secured claim of Commercial Credit
Group, Inc. ("CCG"). On or before December 29, 2023. Peace shall
surrender to CCG the CCG Collateral consisting of a 2019 Kenworth
T680 Tractor, VIN ending in xxx0866, a 2019 Kenworth T680 Tractor,
VIN ending in xxx0867 and all insurance proceeds, and a 2020
Kenworth T680, VIN ending in xxx5898 (collectively, "Surrendered
CCG Collateral"). Until such date that CCG takes actual possession
of the Surrendered CCG Collateral, Peace shall maintain insurance
coverage on the Surrendered CCG Collateral and maintain the
Surrendered CCG Collateral in industry standard condition with
normal wear and tear. The automatic stay and/or plan injunction
shall terminate as to the Surrendered CCG Collateral upon
confirmation of this amended plan without further relief necessary
from or recourse to the Bankruptcy Court. No notice of intent to
foreclose or sale of the Surrendered CCG Collateral shall be
required of CCG to provide the reorganized Debtor and/or
guarantor(s).
Further, Peace shall pay the amounts as set forth herein for Class
5 in full satisfaction of the CCG Allowed Secured Claim. Peace will
pay CCG the amount of $5,090 for six months following the Effective
Date of Confirmation. Thereafter, Peace will pay CCG the amount of
$9,750 for 54 months. Such amounts shall be in full satisfaction of
the CCG Allowed Secured Claim. Unless otherwise notified in writing
by CCG, all plan payments to CCG shall be directed to Commercial
Credit Group Inc., c/o Herb Orengo, 2135 City Gate Lane, Suite 440,
Naperville, IL 60563.
CCG has and shall continue to have valid and perfected security
interests in the CCG Collateral. Within 30 days of plan completion
and payments under the plan, the Class 5 creditor must execute and
deliver to the Debtor releases of all liens, security interests and
encumbrances on any property of the Debtor and any collateral for
any loans to the Debtor. Other terms for the payment and remedies
for Class 5 are set forth herein. Except as specifically modified
in an amended plan confirmed by a final and non-appealable order of
the Bankruptcy Court, each and every term and provision of those
certain 6) Negotiable Promissory Notes and Security Agreements
between the Debtor and CCG dated June 3,2020; October 6, 2021;
September 20, 2022; November 22, 2022; November 23, 2022; and
November 23, 2022, and all certificates of title and UCC filings
securing the same shall remain in full force and effect.
Class 9 consists of the allowed secured claim of Paccar Financial
Corp. Peace will pay the amounts as set forth for Class 9 in full
satisfaction of the secured claim of Paccar. Peace will pay Paccar
the amount of $2,245 for six months following the Effective Date of
Confirmation. Thereafter, Peace will pay Paccar the amount of
$4,017.95 for 54 months. Such amounts shall be in full satisfaction
of the secured Class 9 Claim.
Within 30 days of plan completion and payments under the plan, the
Class 9 creditor must execute and deliver to the Debtor releases of
all liens, security interests and encumbrances on any property of
the Debtor and any collateral for any loans to the Debtor. Other
terms for the payment and remedies for Class 9 are set forth
herein. Any further amounts claimed by Paccar shall be paid as an
unsecured claim in Class 14.
Class 14 consists of Unsecured Creditors. Peace will pay the
projected disposable income for 60 months following the Effective
Date to creditors in this class with allowed claims. Peace may pay
such amounts calendar quarterly starting with the first full
calendar quarter after the Effective Date. Amounts will be paid pro
rata based on the total amount of unsecured claims and the
unsecured amount for each creditor.
For any creditors that are included in this class, including
creditors listed in Schedule D by the Debtor but with no claim
filed, or for any creditor that may have filed a UCC-1 against the
Debtor but did not file a claim and which the Debtor cannot
identify the Debtor shall be authorized to file a notice that any
financing statement filed by this creditor is terminated as of the
Effective Date.
A full-text copy of the First Amended Plan dated November 9, 2023
is available at https://urlcurt.com/u?l=IWp5G0 from
PacerMonitor.com at no charge.
Attorney for Debtor:
Reese Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, Texas 77024
(713) 979-2279
(713) 869-9100 Fax
About Peace Equipment
Peace Equipment, LLC, is a commercial trucking company that
provides commercial truck services across the United States.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24,
2023. In the petition signed by Alejandro G. Mascorro, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Reese W. Baker, Esq., at Baker and Associates, is the Debtor's
legal counsel.
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru Nov 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
McAllen Division, authorized Peace Equipment LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance, through November 30, 2023.
Specifically, the Debtor is authorized to use cash collateral to
meet the ordinary cash needs of the Debtor (and for such other
purposes as may be approved in writing by the Secured Lenders) for
the payment of:
a. reasonable and necessary operating expenses incurred in the
ordinary course of business;
b. maintenance and preservation of property of the estate;
c. payroll; and
d. payment of expenses associated with the Chapter 11 case,
including United States Trustee's fees, Subchapter V Trustee's fees
and professional fees and expenses incurred in the administration
of the bankruptcy case.
Commercial Credit Group, Corporate Service Corp., Pathward
Financial, Inc. f/k/a Crestmark TPG, LLC, CT Corporate System,
Mulligan Funding (Corporate Service Corp.), Northeast Bank, Vox
Funding (Corporate Service Corp), TBK, Paccar Financial,
TransLease, Inc., Balboa Capital and BMO Harris Bank, N.A. have
UCC-1 financing statements filed against the Debtor.
As of the Petition Date, the Debtor owed funds to the Secured
Lenders for various loans.
The Debtor is directed pay to each of these adequate protection
payments:
a. TBK Bank, SSB
The Debtor will pay to TBK Bank, FSB on or before November
30, 2023, the amount of $4,750 relative to one 2021 Kenworth W990
tractor, one 2021 Kenworth T680 tractor, two 2021 Utility
Refrigerated Trailers with Carrier Units and three 2022 Utility
Refrigerated Trailers with Carrier Units.
b. Commercial Credit Group
The Debtor will pay to Commercial Credit Group the amount
of $7,595 on or before November 30, 2023, for one 2018 Utility
VS2RA refrigerated trailer with Carrier unit; three 2019 Utility
VS2RA refrigerated trailers with Carrier units; one 2020 Utility
refrigerated trailer with Carrier unit; one 2022 Utility
Refrigerated Trailer with Carrier unit; one 2017 Kenworth T660
sleeper tractor; three2019 Kenworth T680 sleeper tractors; one 2020
Kenworth T680 sleeper tractor; and one 2019 Kenworth W900 sleeper
tractor.
c. Paccar Financial
The Debtor will pay to Paccar Financial the amount of
$3,495 on or before November 30, 2023, for one Kenworth 2020 T680
tractor, one 2021 Kenworth W990 tractor and for one 2023 Kenworth
T680 tractor.
d. TransLease
The Debtor will pay to TransLease the amount of $1,170 on
or before November 30, 2023 for one 2022 Kenworth T680 tractor.
e. Acentium
The Debtor will pay to Acentium the amount of $4,680 on
or before November 30, 2023 for three 2022 Kenworth T680 tractors
and one 2022 Kenworth W900.
f. Sumitomo Mitsui Financial Leasing
The Debtor will pay to Sumitomo Mitsui Financial Leasing
the amount of $1,470 on or before November 30, 2023 for one 2023
Kenworth T680 tractor.
g. BMO Harris Bank
The Debtor will pay to BMO Harris Bank the amount of
$1,875 on or before November 30, 2023 for one 2020 Kenworth T680
tractor and two 2020 Utility trailers.
h. Balboa Capital Corporation
The Debtor will pay to Balboa Capital Corporation
theamount of $1,470 on or before November 30, 2023 for one 2023
Kenworth T680 tractor.
The Secured Lenders are granted postpetition liens against the same
types of property of the Debtor, to the same validity, extent and
priority, as existed as of the Petition Date, wherever located,
effective nunc pro tunc as of the Petition Date. The liens will be
deemed for all purposes to have been properly perfected, without
filing, as of the Petition Date.
These events constitute an "Event of Default":
(i) The Debtor violates or fails to timely satisfy,
post-petition, any term or condition of the Agreed Order;
(ii) A Chapter 11 trustee or examiner is appointed without the
consent of any Secured Creditor (except for the subpart V
trustee);
(iii) The Debtor sells or encumbers any item of property subject
to the Secured Creditors liens (including, without limitation, the
cash collateral), without the prior written consent of such Secured
Creditors or court authorization, except for those accounts
receivable sold to Phoenix;
(iv) The Debtor's Chapter 11 proceeding is converted to a
Chapter 7 proceeding or dismissed; or
(v) Insurance required under the loan agreements is allowed to
lapse by the Debtor, or is otherwise terminated.
To the extent that the Replacement Liens previously provided to the
Secured Lenders under the First Interim Cash Collateral Order and
Second Interim Order or hereunder prove inadequate to protect the
Secured Lenders from a demonstrated diminution in the value of its
collateral from the Petition Date, then the Secured Lenders are
granted an administrative expense claim under 11 U.S.C. section
503(b) with priority in payment under 11 U.S.C. section 507(b) save
and except payments for the subpart V Trustee and fees for counsel
of the Debtor.
A further hearing on the matter is set for November 30, at 3 p.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=yij7lV from PacerMonitor.com.
The Debtor projects $419,000 in total revenue and $ 393,83 in total
expenses for 30 days.
About Peace Equipment, LLC
Peace Equipment, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24,
2023. In the petition signed by Alejandro G. Mascorro, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Reese W. Baker, Esq., at Baker and Associates, represents the
Debtor as legal counsel.
PEARL INC: Unsecured Creditors Will Get 6% of Claims in Plan
------------------------------------------------------------
Pearl Inc. submitted a First Amended Subchapter V Plan of
Reorganization dated November 9, 2023.
Under this Plan, the Debtor intends to distribute cash generated
from its operations to holders of Allowed Claims. This Plan
provides for the treatment of Claims and Interests as follows:
* Two Classes of Secured Claims which will be paid the secured
value of such creditors' collateral, plus interest, over time; and
* One Class of Unsecured Claims which will be paid (i) $500.00
per month for 36 months and (ii) an estimated $1,750.00 per month
for 24 months, beginning approximately Plan Month 13. These
payments are to be made directly by the Debtor on a quarterly
basis.
* Christine and Andrew Blanchard, the Debtor's equity interest
holders, will retain their ownership interests in the Debtor.
Class 2 relates to the claim of Community Loan Servicing, LLC which
has a first mortgage interest in the Debtor's non-operational
shrimp processing plant located at 120 Dr. Hugh St. Martin Drive,
in Chauvin, Louisiana (the "Dr. Hugh Plant"). Community filed Proof
of Claim No. 3 reflecting a secured claim of $515,234.63. Community
filed Proof of Claim Number 3 herein evidencing a secured claim of
$515,235.00. Community is secured by the Dr. Hugh Plant with a
current fair market value of $245,000.00. Additionally, Community
is holding insurance proceeds that it received after Hurricane Ida
of $410,301.00 (the "Insurance Proceeds").
Community will earmark for the Debtor's use a total of $140,066.00
of the Insurance Proceeds and will apply the remainder of the
Insurance Proceeds to its secured claims. Therefore, the Community
Claim amount of $515,235.00, less the remaining insurance proceeds
of $270,235.00, gives Community a remaining claim balance of
$245,000.00. The Debtor shall pay this secured claim at the
contract rate of interest of 5%, over 72 months in monthly payments
of $3,946.00, for a total payout on this claim of $284,091.00. The
first payment will due on the first day of the first full month
following the Plan Effective Date.
Debtor agrees that it will seek disbursement of the Insurance
Proceeds through the Community Loan Service Loss Draft Procedures
that are administered by and through Proctor Loan Procedures on
Community's behalf and its related procedures and processes. Debtor
and Community further agrees that to the extent Debtor fails to
utilize the Insurance Proceeds within 2 years of the Effective Date
of the Debtor's Plan, the remaining Insurance Proceeds may be
applied to Community's unpaid principal balance portion of its
Secured Claim.
Debtor shall obtain and maintain real property insurance for the
Dr. Hugh Plant and timely pay any and all property taxes when due
for the property. Debtor shall provide Community's counsel with
proof of such insurance upon request. In the event Debtor fails to
maintain insurance or timely provide proof thereof upon reasonable
request, or timely pay the property taxes as required hereunder,
Community shall be permitted to obtain insurance for and/or pay any
delinquent property taxes for the Dr. Hugh Plant, which may
thereafter become part of the Secured Claim thereafter, and require
Debtor to tender monthly escrow payments to reimburse Community for
any and all insurance and/or property tax advances made for the Dr.
Hugh Plant along with the regular contractual payments of principal
and interest.
Class 3 consists of General Unsecured Creditors. Louisiana
Department of Environmental Quality is the only entity to file an
unsecured proof of claim, in the amount of $19,973.57 for annual
environmental fees for fiscal years 2017-2022 (POC #5). This Class
consists of: (i) POC #5 for $19,973.57; (ii) a Claim of $3,150.52
listed by the Debtor as non-disputed on its Schedules; (iii) the
under-secured claim of the SBA on the Dr. Hugh Plant of
$674,000.00; and (iii) the unsecured deficiency claim of Acadiana
in the amount of $242,114.00. As such, unsecured claimants in this
Class total $935,238.00.
The General Unsecured Creditor Class shall be paid in two ways.
First, these Claimants will receive a pro rata portion of the
Debtor's monthly disposable income of $500.00 per month over a
period of 36 months. These payments will be made directly by the
Debtor as the disbursement agent (as opposed to the Subchapter V
Trustee). These payments will be made on a quarterly basis,
beginning on the 15th day of the third month following the Plan
Effective Date.
Additionally, the Debtor intends to rehabilitate the Dr. Hugh
Plant, which will generate additional income for the benefit of
this Class. The Debtor estimates that it will take approximately 12
months to rehabilitate the Plant in order to make it cash flow. At
that point, the Debtor anticipates netting an additional $3,500.00
per month. The Debtor shall dedicate 50% of net proceeds received
from the Dr. Hugh Plant to these Claimants for a period of 24
months (which payments will begin the later of 12 months following
the Plan Effective Date or the date that Dr. Hugh begins to earn
income). This is anticipated to generate an additional $42,000.00
in revenue to the Unsecured Creditor Class over the 24- month
period.
Total payout to this Class is anticipated to be $60,000.00, which
is a 6% distribution on unsecured claims.
Class 4 equity interest holders include Christine Blanchard as a
51% owner and Andrew Blanchard as a 49% owner. The equity holders
will retain their ownership interest in the Reorganized Debtor,
post-confirmation.
The Debtor will fund its monthly plan payments from its disposable
income earned from the Debtor's operations. Based upon its annual
operations, the Debtor estimates that its monthly disposable net
income will be approximately $7,500.00 (prior to the operation of
the Dr. Hugh Plant).
A full-text copy of the First Amended Plan dated November 9, 2023
is available at https://urlcurt.com/u?l=5vtA3z from
PacerMonitor.com at no charge.
Counsel for Chapter 11 Debtor:
Robin R. De Leo, Esq.
The De Leo Law Firm, LLC
800 Ramon St.
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
Email: lisa@northshoreattorney.com
About Pearl Inc.
Pearl, Inc., a seafood wholesaler in Chauvin, La., filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 23-10276) on Feb. 28, 2023, with
$262,118 in assets and $1,248,246 in liabilities. Andrew Blanchard,
chief operating officer and president, signed the petition.
Judge Meredith S. Grabill oversees the case.
The Debtor tapped Robin R. De Leo, Esq., at The De Leo Law Firm,
LLC as counsel and Patrick Gros, CPA as accountant.
PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 29% Discount
------------------------------------------------------------
Participations in a syndicated loan under which PECF USS
Intermediate Holding III Corp is a borrower were trading in the
secondary market around 71.1 cents-on-the-dollar during the week
ended Friday, November 17, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $2 billion facility is a Term loan that is scheduled to mature
on December 15, 2028. About $1.97 billion of the loan is withdrawn
and outstanding.
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PH BEAUTY: $70MM Bank Debt Trades at 20% Discount
-------------------------------------------------
Participations in a syndicated loan under which PH Beauty Holdings
III Inc is a borrower were trading in the secondary market around
80.4 cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $70 million facility is a Term loan that is scheduled to mature
on September 28, 2026. The amount is fully drawn and outstanding.
pH Beauty is a designer of cosmetic accessories, bath accessories,
sunless tanning and facial skin care products. Key brands include
Real Techniques, EcoTools, Freeman, Tan-luxe, Isle of Paradise,
Tanologist, and BYOMA. Yellow Wood Partners acquired the company in
2017 and the company acquired Paris Presents in 2018.
PLUTO ACQUISITION: $873.4MM Bank Debt Trades at 16% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Pluto Acquisition I
Inc is a borrower were trading in the secondary market around 84.1
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $873.4 million facility is a Term loan that is scheduled to
mature on June 20, 2026. About $851.4 million of the loan is
withdrawn and outstanding.
Pluto Acquisition I, Inc. provides health care services. The
Company operates in the United States.
PRECISION SPLICING: Court OKs Cash Collateral Access Thru Dec 18
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Precision Splicing LLC to use cash collateral on an interim basis
in accordance with the budget, with a 15% variance, through the
week of December 18, 2023.
In late 2021, the Debtor faced cash flow issues, with a small
business operating primarily in the Denver market. The Debtor
needed more resources to keep up with demand, leading to the
acquisition of merchant cash advances and a $50,000 business line
of credit with OnDeck Capital, LLC. By March 2022, the business
expanded to Washington and Texas, requiring additional equipment
and vehicles. The Debtor's workload decreased when the main Texas
contract was cancelled, leading to the closure of its Texas branch
and layoff of five employees. In September 2022, the Debtor
obtained another merchant cash advance to bridge the cash flow
issues. The Debtor's workload increased in the Denver area, leading
to the acquisition of additional employees. The Debtor entered into
a new contract in April 2023, but the work was not as consistent as
expected. High interest rates and automatic ACH withdrawals from
the debtor's bank account led to additional merchant cash advances
to provide operating capital. The debtor's work stabilized but is
concerned about its ability to continue operating.
The Debtor filed for bankruptcy to reduce operating expenses and
cash flow strains. They closed their Texas branch, laid off five
employees, and sold excess equipment. They rented a space in Denver
but are looking for new office and warehouse space. They plan to
propose a plan to provide a substantial return to creditors while
meeting operating expenses.
The Debtor has nine to ten lenders that may assert liens in the
Debtor's assets, including its cash collateral. The total amount of
this secured debt is approximately $450,000. The lenders that may
assert liens in the Debtor's cash collateral are:
a. ODK Capital, LLC - business loan in the original principal
amount of $150,000 entered into in June 2023 secured by a blanket
lien on substantially all of the Debtor's assets. The Debtor
asserts that the debt owed to OnDeck on account of this loan is
approximately $132,258.
b. Stay Funded LLC - Factoring agreement entered into on May 17,
2022 pursuant to which the Debtor purports to sells and Stay Funded
purports to purchase identifiable accounts receivable owed from one
of the Debtor's contractors. Stay Funded initially advances 75% of
the accounts receivable (less agreed fees and reserve). Upon
collection of the accounts receivable, Stay Funded will advance the
remaining 25% to the Debtor (less the agreed fees and replenishment
of any reserve). The Debtor granted Stay Funded a blanket lien on
substantially all of its assets to secure the amounts owing to Stay
Funded under the factoring agreement. Stay Funded filed a UCC-1
with the Colorado Secretary of State on May 19, 2022 and asserts a
security interest in all of the Debtor's assets.
c. Forward Financing LLC - merchant cash advance agreement entered
into on May 9, 2023 secured by a lien on the Debtor's accounts
receivable. The Debtor asserts that the debt owed to Forward
Financing LLC is approximately $25,483.
d. Blade Funding Corp. - merchant cash advance agreement entered
into on June 23, 2023 secured by a lien on the Debtor's accounts
receivable. The Debtor asserts that the debt owed to Blade is
approximately $17,034.
e. CFG Merchant Solutions, LLC - merchant cash advance agreement
entered into on August 31, 2023 secured by a lien on the Debtor's
accounts receivable. The Debtor asserts that the debt owed to CFG
is approximately $28,224.
f. Instafunders LLC - merchant cash advance agreement entered into
on or about August 31, 2023 secured by a lien on the Debtor's
accounts receivable. The Debtor asserts that the debt owed to
Instafunders is approximately $53,640.
g. United First, LLC - merchant cash advance agreement entered
into in September of 2023 secured by a lien on the Debtor's
accounts receivable. The Debtor asserts that the debt owed to
United First is approximately $82,959.
h. ODK Capital, LLC - business line of credit entered into on
December 9, 2021. This debt appears to be unsecured. The Debtor
asserts that the debt owed to OnDeck on account of this unsecured
debt is approximately $68,247.
As adequate protection for the Cash Collateral Creditors, the
Debtor is authorized to provide post-petition replacement liens on
the Debtor's post-petition cash collateral in the same priority as
existed on the Petition Date, to the extent, but only to the
extent, of any identifiable diminution in value of a creditor's
respective interest in the Debtor's cash collateral as it existed
on the Petition Date.
A hearing on the matter is set for December 18, 2023 at 9:30 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=c6Ikzg
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=cZ2jjo
from PacerMonitor.com.
About Precision Splicing LLC
Precision Splicing LLC is a fiber optic splicing and technical
service company that provides solutions to multiple service
operators and internet service providers for design, audit,
restoration, emergency on call, splicing, testing, turnup,
activation and implementation of new build services on outside
plant and inside plant fiber optic infrastructure. Debtor works on
single last mile circuits to high count ribbon backbone intrastate
to long haul transport interstate fiber optics.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 23-15037) on Oct. 31, 2023. The
petition was signed by Victor Solesky, CEO and owner. At the time
of the filing, the Debtor disclosed assets of between $100,000 to
$500,000 in liabilities and $500,000 to 1 million in liabilities.
Judge Michael E Romero oversees the case.
Onsager Fletcher Johnson, LLC is the Debtor's legal counsel.
PRESIDIO HOLDINGS: Moody's Affirms B2 CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed Presidio Holdings Inc.'s
Corporate Family Rating at B2 and Probability of Default Rating at
B2-PD. Concurrently, Moody's affirmed Presidio's ratings on the
backed senior secured first lien credit facilities (inclusive of
the first lien term loan B and first lien revolving credit
facility) at B1, the 4.875% senior secured first lien notes at B1,
and the 8.25% senior unsecured notes at Caa1. The outlook is
maintained at stable.
RATINGS RATIONALE
Presidio's B2 CFR reflects the company's small scale relative to
competing IT value-added resellers and managed services providers
as well as the challenges of keeping up with evolving requirements
of IT deployments for enterprises. The expectation for Presidio to
remain acquisitive over the next year comes with event risk while
controlled ownership continues to constrain the credit profile.
Presidio benefits from favorable industry dynamics including good
demand for IT offerings related to security and ongoing digital
transformations across various industry verticals. Revenues
continue to grow supported by good demand from both existing as
well as new customers, and operating performance has shown
resilience in prior recessions. Adjusted debt/EBITDA will improve
towards the low 4x to high 3x range over the next year in the
absence of a debt funded acquisition. Presidio's leverage in the
fiscal year ended June 30, 2023 was in the low 4x range (using
Moody's standard adjustments), but in the mid 5x range when adding
the outstanding accounts payable floor plan facility balance to
debt. The company has good liquidity despite working capital
pressure from manufacturing delays and increased interest expense.
The stable outlook reflects Moody's expectation that Presidio will
maintain its market position serving mid-sized business customers
and generate low to mid single-digit percentage organic revenue and
profit growth. Additionally, Presidio's operating performance will
continue to be resilient during periods of temporary economic
weakness due to the critical nature of IT projects related to
security and digital transformations as well as the company's
variable cost structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Presidio's ratings could be upgraded if the company sustains
debt/EBITDA below 4.5x, achieves organic revenue growth rates
consistent with industry growth rates, maintains operating margins
at current levels, and sustains FCF/debt above 7.5%.
Presidio's ratings could be downgraded if the company is unable to
grow revenue or EBITDA on an organic basis, sustains debt/EBITDA
above 6x, the company's liquidity weakens from reduced availability
under its revolver or if FCF/debt is sustained below 3%, or if it
experiences a deteriorating relationship with key suppliers,
including Cisco and Palo Alto.
Presidio Holdings Inc., headquartered in New York, NY, is a
provider of information technology (IT) solutions focused on
digital infrastructure, cloud, and security for commercial and
public sector clients primarily within North America. The company
also provides professional and managed support services. The
majority of the company's roughly 6,600 clients are middle-market
firms within the health care, government, financial services,
education, and professional services industries. Presidio is
wholly-owned by private equity firm BC Partners Advisors L.P.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
PROPERTY ADVOCATES: Continued Operations to Fund Plan
-----------------------------------------------------
The Property Advocates, P.A., filed with the U.S. Bankruptcy Court
for the Southern District of Florida a Disclosure Statement
describing Chapter 11 Plan dated November 7, 2023.
TPA is a law firm specializing in Florida first-party property
insurance issues. TPA's primary location is 2525 Ponce De Leon
Blvd., Suite 600, Coral Gables, FL 33134.
This chapter 11 Case was filed to ensure that the Debtor can
continue to operate, see its cases through, and bring final
resolution to all claims against the Debtor.
After filing for relief under Chapter 11, the Debtor has continued
its operations in the ordinary course of business. From operations,
Debtor has increased its cash reserves to almost $5,000,000.00.
Debtor anticipates continued revenues from its existing case load.
The Debtor is operating under a final cash collateral order.
Under the Plan, the Debtor proposes to reorganize, pay its
creditors, subordinate the claim of Strems, and provide for the
appointment of a Litigation Agent for the prosecution of claims
related to Strems and insiders of the Debtor.
This Plan proposes a reorganization of the Debtor. Post
confirmation, the Debtor will continue to operate, working through
its current case load and any new cases which the Debtor obtains
post-confirmation. The Plan provides for treatment of all Allowed
Claims. Importantly, the Plan provides for the appointment of a
Litigation Agent who will be responsible for litigating issues
related to Strems and the Debtor's insiders. These recoveries, if
any, will be for the benefit of the Estate.
Class VIII consists of the unsecured claim of JP Morgan Chase Bank,
N.A. ("Chase"). Chase is the lender to Debtor for a loan to Debtor
under the Paycheck Protection Program ("PPP") and in the amount of
$1,219,750.00. The Small Business Administration (the "SBA") has
made a determination that the Debtor is ineligible for loan
forgiveness at this time. Debtor has appealed that determination,
which is ongoing. Debtor shall continue the appeal process with the
Office of Hearings and Appeals. If the loan is forgiven, this Class
shall be paid nothing.
To the extent all or a part of this claim is ineligible for
forgiveness, that ineligible portion shall be repaid in accordance
with the treatment provided under SBA guidelines. Accordingly, in
full satisfaction of any Allowed Unsecured Class VIII Claim, Chase
shall receive monthly payments of principal and interest over a
5-year term and amortization with an interest rate of 1% per annum.
Class IX consists of Allowed Unsecured Claims. All holders of
Allowed Unsecured Claims shall receive on account of such Claims
100% of the amount due. Such amounts shall be payable in quarterly
installments with the first payment to each holder due on the 1st
day of the quarter beginning subsequent to either the later of the
(a) the Effective Date, or (b) the date upon which the Claim is
determined to be an Allowed Claim. Payments shall continue
quarterly for 2 years and shall accrue no interest.
The Debtor shall continue all operations as a law firm post
confirmation in the ordinary course of business and continuing
under the current Board of Directors and the current corporate
structure, except as otherwise expressly provided in this Plan.
That management will continue to exercise full control over the
day-to-day operations of the Reorganized Debtor, will manage all
funds and accounts of the Reorganized Debtor, pay day-to-day post
confirmation expenses of the Debtor, and pay all Allowed Claims of
the Reorganized Debtor.
Current management and the Reorganized Debtor will continue to
manage all post-confirmation litigation by and against the Debtor
and claims objections by the Debtor that are not resolved in this
Plan or prior to Confirmation, except for those matters to be
handled by the Litigation Agent as provided herein.
Recoveries for holders of Allowed Claims shall come from funds on
hand and the continuing operations income of the Debtor, and from
the proceeds recovered, if any, by the Litigation Agent.
Prior to the filing of this Bankruptcy, Strems filed the Strems
Litigation. The Strems Litigation concerns the purported loan of
Strems related to the redemption of Strems' ownership in the Debtor
following Strems' suspension and eventual disbarment and claims for
alleged fraudulent transfers against Patterson, Narchet, Michael
Patrick, and Cristina Romero.
A full-text copy of the Disclosure Statement dated November 7, 2023
is available at https://urlcurt.com/u?l=1UxJyM from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Paul N. Mascia, Esq.
Michael A. Nardella, Esq.
Frank Wolff, Esq.
NARDELLA & NARDELLA, PLLC
135 W. Central Blvd., Suite 300
Orlando, FL 32801
Tel:(407) 966-2680
Email: pmascia@nardellalaw.com
About The Property Advocates
The Property Advocates, P.A., is a law firm specializing in Florida
first-party property insurance issues.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16797-RAM) on Aug.
25, 2023. In the petition signed by Hunter Patterson, president,
the Debtor disclosed up to $10 million in assets and up to $50
million in liabilities.
Judge Robert A. Mark oversees the case.
Paul N. Mascia, Esq., at Nardella & Nardella, PLLC, is the Debtor's
legal counsel.
QUEST SOFTWARE: $2.81BB Bank Debt Trades at 23% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around 76.6
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $2.81 billion facility is a Term loan that is scheduled to
mature on February 1, 2029. About $2.77 billion of the loan is
withdrawn and outstanding.
Quest Software provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
QUEST SOFTWARE: $765MM Bank Debt Trades at 34% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around 66.2
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $765 million facility is a Term loan that is scheduled to
mature on February 1, 2030. The amount is fully drawn and
outstanding.
Quest Software provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
R&W CLARK: Amended Plan Deadline Extended to Jan. 12
----------------------------------------------------
Judge Timothy A. Barnes has entered an order that the time for R&W
Clark Construction, Inc. to file its Amended Chapter 11 Plan is
extended up to and including January 12, 2024.
About R&W Clark Construction
R&W Clark Construction, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-03279) on March 11, 2023. In the petition filed by Richard
Clark, president and sole shareholder, the Debtor reported up to
$50,000 in assets and up to $10 million in liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler &
Associates, Ltd. as accountant.
RADIATE HOLDCO: $3.42BB Bank Debt Trades at 20% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Radiate Holdco LLC
is a borrower were trading in the secondary market around 80.4
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $3.42 billion facility is a Term loan that is scheduled to
mature on September 25, 2026. About $3.35 billion of the loan is
withdrawn and outstanding.
Radiate Holdco LLC, also known as Astound Broadband, and backed by
Stonepeak, is a broadband communications services provider and
cable operator doing business via regional providers RCN, Grande
Communications, Wave Broadband and enTouch Systems.
RADIOLOGY PARTNERS: $1.64BB Bank Debt Trades at 23% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Radiology Partners
Inc is a borrower were trading in the secondary market around 76.9
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $1.64 billion facility is a Term loan that is scheduled to
mature on July 9, 2025. The amount is fully drawn and
outstanding.
Radiology Partners, Inc. operates as a health care testing center.
The Company offers diagnostic and interventional radiology services
by local radiologists. Radiology Partners serves customers in the
United States.
RAPID METALS: Asset Sale Proceeds to Fund Plan Payments
-------------------------------------------------------
Rapid Metals, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan a Combined Plan of Liquidation and
Disclosure Statement dated November 9, 2023.
The Debtor is a Michigan limited liability company that was
established in 2004. Its primary business was buying and selling
ferrous metals across North America.
On or about November 9, 2022, the Debtor and the Bank entered into
a certain loan and security agreement (the "Loan Agreement") and
other related loan documents, which established a revolving line of
credit of up to $30,000,000.00 based upon a lending formula based
upon the value of the Debtor's collateral, including receivables
and inventory. The Bank alleges that pursuant to the Loan
Agreement, it possesses a lien on substantially all of the Debtor's
assets.
Prior to the Petition Date, the Bank alleged certain defaults under
the Loan Agreement and undertook aggressive collection efforts.
Such efforts included contacting the Debtor's customers in an
effort to collect receivables, contacting the Debtor's inventory
processors, and, on or about July 7, 2023, commencing litigation
against the Debtor in the Oakland County Circuit Court.
The Debtor filed the Motion for Entry of Order Authorizing Debtor
to Sell Substantially All of Its Inventory Free and Clear of Liens,
Claims, and Encumbrances Pursuant to Section 363 of the Bankruptcy
Code (the "Auction Sale Motion"). The Auction Sale Motion was
supported by the Committee and Bank. The Court entered the Order
Authorizing Debtor to Sell Substantially All of Its Inventory Free
and Clear of Liens, Claims, and Encumbrances Pursuant to Section
363 of the Bankruptcy Code on October 16, 2023 (the "Sale Order").
Pursuant to the Sale Order, the Debtor conducted an auction of the
Debtor's inventory on October 19, 2023.
The Debtor estimates that Non-Priority Unsecured Creditors are owed
$11,209,281 in the aggregate, and that filed Non-Priority Unsecured
Claims total $5,494,8899. This amount may increase in the event
that executory contracts are rejected and/or the Court overrules
certain objection to Claims that have been or will be made. This
amount does not include any deficiency claims of secured creditors,
if any.
Class III consists of all Allowed Unsecured Claims. Neither pre
confirmation interest nor postconfirmation interest shall be
Allowed or paid with respect to any Allowed Unsecured Claims. Each
Holder of an Allowed Unsecured Claim shall receive a Pro Rata share
of the net proceeds of the Assets after the payment of the Bank's
Allowed Secured Claim, all Allowed Professional Fee Claims, all
Allowed Administrative Claims, all Allowed Priority Tax Claims, all
Allowed Other Secured Claims, and the payment of all fees and
expenses of the Plan Administrator and any professionals the Plan
Administrator employs to fulfill the Plan Administrator's duties
set forth in this Plan. The Plan Administrator shall make
distributions to Holders of Allowed Unsecured Claims as frequently
and expeditiously as is reasonably practicable.
Class IV consists of Holders of Interests in the Debtor. Daniel S.
Butler is the sole Holder of an Interest in the Debtor. All Holders
of the equity security Interests in the Debtor shall not receive
any distributions or retain any property under the Plan on account
of those Interests. One day after the Effective Date, all Interests
(and all certificates, documents, and other instruments evidencing
or memorializing the Interests) shall be deemed canceled and of no
further force or effect.
Upon the occurrence of the Effective Date, the Plan shall be
implemented and administered by the Plan Administrator. The Debtor
in consultation with the Committee shall select the Plan
Administrator, notice of whose selection and identity shall be
filed with the Court no later than 7 calendar days before the
Confirmation Hearing. Upon the Effective Date, the Assets
(including, without limitation, all Causes of Action) shall vest in
the Plan Administrator pursuant to the Plan and, to the extent not
yet liquidated, shall be liquidated and reduced to Cash by the Plan
Administrator for distribution among Holders of Allowed Claims in
accordance with the Plan. The Plan will be funded by proceeds of
those Assets.
A full-text copy of the Combined Plan and Disclosure Statement
dated November 9, 2023 is available at
https://urlcurt.com/u?l=SaoZKc from PacerMonitor.com at no charge.
Debtor's Counsel:
Charles D. Bullock, Esq.
STEVENSON & BULLOCK, P.L.C.
26100 American Drive
Suite 500
Southfield, MI 48034
Tel: (248)354-7906 Ext. 2224
E-mail: cbullock@sbplclaw.com
About Rapid Metals
Rapid Metals, LLC, is a Michigan limited liability company that was
established in 2004. Its primary business was buying and selling
ferrous metals across North America.
The Debtor filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
23-46098) on July 12, 2023, with $10 million to $50 million in both
assets and liabilities. Judge Maria L. Oxholm oversees the case.
Charles D. Bullock, Esq., at Stevenson & Bullock, PLC and Joselson
Rosenberg, PLC serve as the Debtor's bankruptcy counsel and special
counsel, respectively.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent the Debtor's unsecured creditors. The
committee tapped Bernstein-Burkley, PC as bankruptcy counsel and
Schafer and Weiner, PLLC as local counsel.
RESIDENTS FIRST: Wins Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Residents First, LLC to use cash collateral on an
interim basis, in accordance with the budget.
The Debtor requires the use of cash collateral in the ordinary
course of the Debtor's business and to pay costs and expenses
related to the Chapter 11 case.
The following adequate protection in favor of the U.S. Small
Business Administration is approved:
a. Upon entry of the Order as a Final Order, the Debtor will
timely make adequate protection payments of $497 per month.
b. Replacement Liens are granted to the SBA in all the
Debtor's post-petition acquired assets to the same extent, and with
the same validity and priority, as the SBA's prepetition liens and
security interests.
c. the Debtor will timely perform all obligations of a
debtor-in-possession required by the Bankruptcy Code, Federal Rules
of Bankruptcy Procedure, and the orders of the Court;
d. the Debtor will grant the SBA access to the Debtor's
business records for inspection upon reasonable notice, provided
that it does not unreasonably interfere with the Debtor's business;
and
e. the Debtor will maintain insurance coverage for its
property in accordance with the requirements of the United States
Trustee.
The Debtor's authority to use cash collateral, unless extended by
agreement with the SBA or by Court order, will terminate on the
earlier of (i) conversion or dismissal of the bankruptcy case, or
(ii) appointment of a Chapter 11 trustee.
A further hearing on the matter is set for December 4, 2023 at 11
a.m.
A copy of the order is available at https://urlcurt.com/u?l=40DzyZ
from PacerMonitor.com.
About Residents First, LLC
Residents First, LLC manages six separate manufactured mobile
housing communities. The Debtor handles all leasing, rent
collection, maintenance, landscaping, utilities, customer
relations, and all other aspects relating to maintenance and
management of the communities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-49817-mar) on
November 8, 2023. In the petition signed by Ara J. Darakjian,
managing member, the Debtor disclosed up to $100,000 in assets and
up to $1 million in liabilities.
Judge Mark A. Randon oversees the case.
Ryan D. Heilman, Esq, at Heilman Law PLLC, represents the Debtor as
legal counsel.
RITE AID: $425MM Bank Debt Trades at 24% Discount
-------------------------------------------------
Participations in a syndicated loan under which Rite Aid Corp is a
borrower were trading in the secondary market around 75.5
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $425 million facility is a Term loan that is scheduled to
mature on August 20, 2026. About $398.1 million of the loan is
withdrawn and outstanding.
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
chain that meets customer needs with a wide range of vehicles that
offer convenience, including retail and delivery pharmacy, as well
as services offered through its wholly owned subsidiaries, Elixir,
Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy
benefits and services company, consists of accredited mail and
specialty pharmacies, prescription discount programs and an
adjudication platform to offer superior member experience and cost
savings. Health Dialog provides healthcare coaching and disease
management services via live online and phone health services.
Bartell Drugs is a regional chain that has supported the health and
wellness needs in the Seattle area for more than 130 years.
RITE AID: Additional 24 Stores Will be Liquidated in Chapter 11
---------------------------------------------------------------
Vince Sullivan of Law360 reports that bankrupt drugstore chain Rite
Aid Corp. added 24 stores to the list of locations it intends to
liquidate and shutter in its Chapter 11 case Thursday, telling a
New Jersey federal bankruptcy court the stores will join an initial
batch of 154 stores slated for closing sales.
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on October
15, 2023. In the petition signed by Jeffrey S. Stein, chief
executive officer and chief restructuring officer, Rite Aid
disclosed $7,650,418,000 in total assets and $8,597,866,000 in
total liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
S&W BLUE JAY: Proposes Liquidating Plan
---------------------------------------
S&W Blue Jay Way, LLC submitted a Chapter 11 Liquidating Plan and a
Disclosure Statement.
The Plan provides for a liquidation of the Debtor's assets,
including the Property and various potential Causes of Action. All
proceeds of the liquidation of the Debtor's assets will be
distributed to the holders of "allowed" claims and interests in
accordance with the Bankruptcy Code's priority scheme. The
Reorganized Debtor will act as the disbursing agent for all
distributions, and will do so at no cost to the estate.
Under the Plan, holders of Class 4 General Unsecured Claims against
the Debtor will be paid its Pro Rata share of the Carve-Out. To
the receive payment in full from the Carve-Out, such Holder shall
receive its Pro Rata share of the proceeds of any Causes of Action
that may be pursued by the Reorganized Debtor. Class 4 is
impaired.
This is a liquidating plan. The Debtor intends to fund
distributions to holders of Allowed Claims and, if available,
Equity Interests through two sources: (1) sale of the Property
through an Auction conducted in conjunction with the Plan
confirmation process; and (2) recoveries from litigation claims
against the Cohen Trust.
Attorneys for the Debtor-in-Possession:
Roye Zur, Esq.
ELKINS KALT WEINTRAUB REUBEN GARTSIDE LLP
10345 W. Olympic Blvd.
Los Angeles, CA 90064
Telephone: (310) 746-4400
Facsimile: (310) 746-4499
E-mail: rzur@elkinskalt.com
A copy of the Disclosure Statement dated November 1, 2023, is
available at https://tinyurl.ph/NbpPu from PacerMonitor.com.
About S&W Blue Jay Way
S&W Blue Jay Way is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)).
S&W Blue Jay Way, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
23-10672) on August 4, 2023. The petition was signed by Lisa
Strickland as authorized signatory on behalf of 1966 BJW, LLC, as
managing member of S&W Blue Jay Way, LLC. At the time of filing,
the Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.
Judge Ronald A. Clifford III presides over the case.
Roye Zur, Esq. at Elkins Kalt Weintraub Reuben Gartside LLP
represents the Debtor as counsel.
SAL ATX: Seeks Approval to Hire Barron & Newburger as Attorney
--------------------------------------------------------------
SAL ATX LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to employ Barron & Newburger, P.C. as its
attorneys.
The firm's services include:
a. advising Debtor of its rights, powers, and duties as a
debtor-in-possession continuing to manage its assets;
b. reviewing the nature and validity of claims asserted
against the property of Debtor and advising Debtor concerning the
enforceability of such claims;
c. preparing on behalf of Debtor, all necessary and
appropriate applications, motions, pleadings, draft orders,
notices, schedules, and other documents and reviewing all financial
and other reports to be filed in the chapter 11 case;
d. advising Debtor concerning and preparing responses to,
applications, motions, complaints, pleadings, notices, and other
papers which may be filed in the chapter 11 case;
e. counseling Debtor in connection with the formulation,
negotiation, and promulgation of a plan of reorganization and
related documents;
f. performing all other legal services for and on behalf of
Debtor which may be necessary and appropriate in the administration
of the chapter 11 case and Debtor's business; and
g. working with professionals retained by other parties in
interest in this case to attempt to obtain approval of a consensual
plan of reorganization for Debtor.
The firm will be paid at these rates:
Stephen Sather $550 per hour
Charles Murnane $375 per hour
Other Attorneys $175 to 475 per hour
The firm received a retainer in the amount of $10,000 from Jetall
Companies on Oct. 20, 2023. Jetall has agreed to pay additional
retainers of $5,000 within 45 days and $5,000 within 60 days.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Stephen Sather, Esq., a senior counsel at Barron & Newburger,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Stephen Sather, Esq.
BARRON & NEWBURGER, PC
7320 N. MoPac Expy, Suite 400
Austin, TX 78731
Tel: (512) 476-9103
Fax: (512) 279-0310
Email: gsiemankowski@bn-lawyers.com
About SAL ATX
SAL ATX is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
SAL ATX LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10736) on
Sep. 5, 2023. The petition was signed by Drew Dennet as manager. At
the time of filing, the Debtor estimated $1 million to $10 million
in both assets and liabilities.
Judge Shad Robinson presides over the case.
James Q. Pope, Esq. at THE POPE LAW FIRM serves as the Debtor's
counsel.
SALEM MEDIA: Incurs $31.3 Million Net Loss in Third Quarter
-----------------------------------------------------------
Salem Media Group, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q a net loss of $31.30
million on $63.50 million of total net revenue for the three months
ended Sept. 30, 2023, compared to a net loss of $11.88 million on
$66.86 million of total net revenue for the three months ended
Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $43.54 million on $192.76 million of total net revenue
compared to a net loss of $1.03 million on $198.15 million of total
net revenue for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $471.30 million in total
assets, $339.15 million in total liabilities, and $132.15 million
in total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1050606/000119312523276229/d522783d10q.htm
About Salem Media
Headquartered in Texas, Salem -- www.salemmedia.com -- is a
domestic multimedia company specializing in Christian and
conservative content, with media properties comprising radio
broadcasting, digital media, and publishing. Its content is
intended for audiences interested in Christian and family-themed
programming and conservative news talk.
* * *
As reported by the TCR on Sept. 25, 2023, Moody's Investors Service
downgraded Salem Media Group, Inc.'s Corporate Family Rating to
Caa3 from Caa1. Moody's said the downgrade of the CFR to Caa3
reflects Salem's weak operating performance pressured by subdued
radio advertising demand, high financial leverage, a deteriorating
liquidity profile and the uncertainty around the company's ability
to refinance its $25 million ABL revolving facility before its
expiration in March 2024.
Also in September 2023, S&P Global Ratings lowered its issuer
credit rating on Salem Media Group Inc.to 'CCC-' from 'CCC'. The
negative outlook reflects the potential for a default or debt
restructuring over the next six months.
SAMSON TOURS: Seeks to Hire Supporting Strategies as Bookkeeper
---------------------------------------------------------------
Samson Tours Inc., dba Samson Trailways, seeks approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to
employ Supporting Strategies to provide bookkeeping services.
The firm will charge $79.08 per hour for its services.
Jon Ramey, managing director of Supporting Strategies, 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:
Jon Ramey
Supporting Strategies
458 Indian Hills Trail
Marietta, GA 30068
Telephone: (617) 744-3279
Email: jramey@supportingstrategies.com
About Samson Tour
Samson Tours, Inc. is an Atlanta-based provider of luxury bus
charter services. The company conducts business under the name
Samson Trailways.
Samson Tours filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-59894) on Oct. 6,
2023, with $4,795,908 in assets and $5,833,867 in liabilities. John
Sambdman, chief executive officer, signed the petition.
Ian Falcone, Esq., at The Falcone Law Firm, PC represents the
Debtor as bankruptcy counsel.
SBG BURGER: PNX Solutions Providing $1-Mil. DIP Loan
----------------------------------------------------
SBG Burger Opco, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida, Orlando
Division, for authority to use cash collateral and obtain
postpetition financing.
The Debtors seek to obtain senior secured priming and superpriority
postpetition financing from PNX Solutions, LLC consisting of a
multi-draw debtor-in-possession term loan for up to $1 million in
principal.
The Debtors need access to up to $900,000 of the DIP Facility
during the first three weeks of the case to pay, among other
obligations, key payments contemplated by its budget.
The DIP Commitment will terminate, and the DIP Obligations will be
immediately due and payable in full in cash, on the earliest to
occur of:
(a) If the Final DIP Order has not been entered by the
Bankruptcy Court, on or before January 12, 2024;
(b) The date of acceleration of the DIP Loan and the
termination of the DIP Commitment upon the occurrence of any Events
of Default;
(c) The substantial consummation or effective date of any
chapter 11 plan, to the extent the plan is not a plan or
liquidation or reorganization approved by the DIP Lender in its
sole discretion;
(d) The date the Bankruptcy Court orders the conversion of the
bankruptcy case of any of the Debtors to a chapter 7 liquidation;
and
(e) The dismissal of the bankruptcy case of the Debtors.
These events constitute an "Event of Default":
(a) Nonpayment by the Debtors of any principal, interest or
any other DIP Obligations when due;
(b) If the Debtors request authority to obtain any financing
not consented to by the DIP Lender;
(c) The filing by the Debtors (or with the Debtors' consent)
of any chapter 11 plan or related disclosure statement that does
not provide for payment in full of the DIP Obligations, unless
agreed to by DIP Lender;
(d) The appointment of a trustee in the Bankruptcy Cases or
the appointment of a responsible officer or an examiner with
expanded powers to operate, oversee or manage the financial
affairs, the business, or reorganization of the Borrower under 11
U.S.C. Bankruptcy Code Section 1106(b);
(e) The dismissal of any of the Debtors' Bankruptcy Cases;
(f) The conversion of any of the Debtors' Bankruptcy Cases to
chapter 7;
(g) The termination of any of the Debtors' exclusive right to
propose a chapter 11 plan;
(h) The Debtors' material breach of any of the Debtors'
affirmative or negative covenants contained in the Term Sheet or
any other DIP Document (provided, however in the case of a material
breach of the covenant listed in subsection (c) of the Affirmative
Covenant section, such breach remains uncured five calendar days
after notice of such breach from DIP Lender to Debtors);
(i) Any material breach by the Debtors of any of the terms of
the Interim DIP Order or the Final DIP Order, as applicable;
(j) The Bankruptcy Court enters an order modifying, reversing,
revoking, staying, rescinding, or vacating the Interim DIP Order,
the Final DIP Order, or any other DIP Document or any portion
thereof; or
(k) Granting of relief from any stay of proceeding (including
the automatic stay) so as to allow a third party to proceed against
any asset of the Debtors in an amount in excess of $50,000 in the
aggregate.
The Debtors explain that their business has struggled due to rising
costs and decreased foot traffic since the COVID-19 pandemic. As a
result of this performance, certain of the Debtor incurred
indebtedness in favor of City National Bank of Florida in the
amount of $49.755 million through the Main Street Priority Loan
Facility program on December 4, 2020. The Main Street Loan Facility
purports to be secured by a first priority blanket lien on all of
the Main Street Debtors' assets, but not those of the Non-Obligated
Debtors.
The obligations concerning MidCap Funding Franchise Finance Trust
relate to 2015 loans, later consolidated, in the original aggregate
principal amount of $6.4 million to finance Starboard with Cheese,
LLC's (SBG Cheese) acquisition of the Wendy's lease, franchise, and
equipment rights to nine current locations as well as remodeling
funds for several of the sites.
MidCap filed its financing statements asserting a blanket lien as
well as specific equipment liens.
The Main Street Debtors believe they owe approximately $48.806
million to City National. SBG Cheese believes it owes
approximately $2.9 million to MidCap Funding.
Other than MidCap Funding and City National, the Debtors do not
believe any other party has a secured interest.
The Debtor requires the use of cash collateral and DIP facility to
make payroll, make capital expenditures as may be necessary,
satisfy other working capital and operational needs, complete the
Debtors' marketing and sale process, and preserve and maximize the
value of the Debtors' estates through plan confirmation.
A copy of the motion is available at https://urlcurt.com/u?l=2w9Pe0
from PacerMonitor.com.
About SBG Burger Opco, LLC
SBG Burger Opco, LLC and affiliates operate 73 Wendy's, 6
McAlister's Deli, 15 Subway, 5 Fuzzy's Taco Shop and 22 CiCi's
Pizza restaurants across Alabama, Florida, Illinois, Missouri,
Louisiana, Wisconsin and Texas. The Debtors sought protection
under Chapter 11 of the U.S. Bankrutpcy Code (Bankr. M.D. Fla. Lead
Case No. 23-04797) on November 14, 2023.
The Debtors are Starboard Group of Space Coast, LLC; Starboard
Group of Southeast Florida, LLC; Starboard Group of Tampa, LLC;
Starboard Group of Tampa II, LLC; Starboard Group of Alabama, LLC;
7 S & M Foods, LLC; 9 S & M Foods, LLC; 10 S & M Foods, LLC;
Starboard with Cheese, LLC; and SBG Burger Opco, LLC.
In the petition signed by Andrew Levy, manager, lead Debtor SBG
Burger Opco, LLC disclosed up to $50,000 in both assets and
liabilities. SBG Alabama listed $1 billion to $10 billion in
estimated assets and $1 billion to $10 billion in estimated
liabilities. SBG Spacecoast listed $10 million to $50 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG Cheese listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG Tampa listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities. SBG SE Florida listed $1 million to $10 million in
estimated assets and $1 million to $10 million in estimated
liabilities.
Scott A. Underwood, Esq., at Underwood Murray, PA, represents the
Debtors as legal counsel.
SEARS HOMETOWN: Chancery Okays $3.1-Mil. Partial Suit Settlement
----------------------------------------------------------------
Jeff Montgomery of Law360 reports that stockholders of the former
Sears Hometown and Outlet Stores secured Delaware Court of Chancery
approval for a $3.1 million settlement with three directors accused
of corporate duty failures in approving a conflicted 2019 sale to
company controller Edward S. Lampert.
About Sears Authorized Hometown Stores
Sears Authorized Hometown Stores, LLC distributes products through
approximately 121 "Sears Hometown Stores," which are locally owned
and operated businesses that offer a selection of the trusted names
in home appliances, lawn and garden equipment, and tools.
Sears Authorized Hometown Stores, LLC, and Sears Hometown Stores,
Inc., sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Lead Case No. 22-11303) on Dec. 12, 2022.
In the petition signed by Elissa Robertson, CEO, Sears Authorized
Hometown disclosed up to $50 million in assets and up to $100
million in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
Saul Ewing LLP is the Debtors' legal counsel. The Debtors tapped
Gray & Company, LLC, as financial advisor and Stretto as claims and
noticing agent.
SHIFT TECHNOLOGIES: Court OKs Deal on Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, authorized Shift Technologies, Inc. and
affiliates to use cash collateral on a final basis in accordance
with its agreement with Ally Bank and Ally Financial Inc.
As previously reported by the Troubled Company Reporter, On various
dates commencing in December 2021, certain of the Debtors entered
into various financing agreements with Ally. The primary loan
agreement, the Inventory Financing and Security Agreements provided
for "floor financing", pursuant to which Ally provided liquidity
allowing various of the Debtors to purchase vehicles for resale.
Pursuant to the IFSA, certain of the Debtors provided Ally with a
lien on substantially all of their assets. Most of the remaining
Debtors provided guaranties for the IFSA, which Guaranties were
secured by General Security Agreements. Ally timely filed UCC-1
financing statements in the applicable jurisdictions. In addition
to the security interests granted by the Debtors, certain of the
Debtors entered into Credit Balance Agreements, pursuant to which
Debtor parties delivered funds to Ally to be held as a credit
against the Debtors' obligations.
Separate from the IFSA financing, the Debtors entered into Ally
Master Retail Agreements governing the terms under which Ally
purchased consumer retail installment sales contracts from those
Debtors. The Debtors have ongoing obligations to Ally under the
Retail Agreements, and Ally asserts that the Debtors' liability
thereunder will be $449,648, based upon Ally's predictive default
formula.
As of October 5, 2023, the principal balance owed under the IFSA
was $6.974 million. On October 6, 2023, Ally applied the CBA
Balance pay that principal balance off in full. As of the Petition
Date, after offsetting existing credits against outstanding
obligations, the Debtors have no payments due to Ally.
The Debtors proposed to recognize Ally's interests in the
Collateral and give replacement liens in after-acquired collateral
of the same nature, provide reporting and, provided that the
Debtors have minimum liquidity of $1 million, set aside funds in a
Segregated Account to cover the Contingent Obligations. The
Segregated Account can be reduced, but only to the extent that Ally
and the Debtors agree or by order of the Bankruptcy Court.
The court said, as adequate protection, Ally is granted liens and
replacement liens in the Collateral as set forth in the
Stipulation, subject to the challenge rights of the Committee and
other parties in interest as further provided therein.
A copy of the order is available at https://urlcurt.com/u?l=rqV9Ya
from PacerMonitor.com.
About Shift Technologies, Inc.
Shift Technologies, Inc. s a consumer-centric omnichannel used car
retailer. The Company operates the website www.shift.com and two
locations in Oakland, CA, and Pomona, CA.
Judge Hannah L. Blumenstiel oversees the case.
The Debtor sought protection protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 23-30387) on
October 9, 2023. In the petition signed by Jason Curtis, chief
financial officer, the Debtor disclosed up to $50,000 in assets and
up to $500,000 in liabilities.
SIANA OIL: Trustee Seeks to Hire Husch Blackwell as Legal Counsel
-----------------------------------------------------------------
Allison D. Byman, the Chapter 11 trustee of Siana Oil & Gas Co.,
LLC, seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Husch Blackwell LLP as her counsel.
The firm will render these services:
a. assist the Trustee with respect to the disposition of the
assets of the Estate;
b. file pleadings with the Court and to represent the
interests of the Estate in regard to any adversaries, appeals, or
contested matters before this Court and litigation in other courts
with regard to the Estate's interests in various assets and the
positions of secured and unsecured creditors, whether by motion,
adversary action, turnover proceedings, or litigation activities of
every description in other courts (excluding actions under Sections
547 and 548 of the Bankruptcy Code);
c. analyze, investigate, and advise the Trustee with respect
to potential claims and causes of action belonging to the estate,
including avoidance actions;
d. analyze, institute, and prosecute actions regarding the
determination and recovery of property of the Estate, including the
investigation and prosecution of lien determination and perfection,
and the collection and liquidation of assets of the Estate, to the
extent such activities would be economically beneficial to the
Estate;
e. institute and prosecute non-routine objections to proofs of
claim;
f. coordinate activities with the United States Trustee as
appropriate in connection with issues of the integrity of the
bankruptcy courts and procedures;
g. aid in the representation of Trustee in any litigation
against the Trustee in her official capacity;
h. render legal advice and assistance with regard to matters
involving taxation of the Estate;
i. assist in the resolution of title problems associated with
the Estate's property, if any; and
j. collect any judgments that may be entered in favor of the
Estate.
The firm's hourly rates are as follows:
Partners and Senior Counsels $600 - $1,300 per hour
Associates and Senior Associates $450 - $675 per hour
Paralegals $200 - $430 per hour
Timothy Million, Esq., the firm's attorney who will be providing
the services, disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Timothy A. Million, Esq.
Husch Blackwell LLP
600 Travis Street, Suite 2350
Houston, TX 77002
Tel: (713) 647-6800
Fax: (713) 647-6884
Email: Tim.Million@huschblackwell.com
About Siana Oil
Siana Oil & Gas Co., LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No.
23-32279) on June 21, 2023, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Tom Howley,
Esq., at Howley Law, PLLC, has been appointed as Subchapter V
trustee.
Judge Jeffrey P. Norman oversees the case.
Reese Baker, Esq., at Baker & Associates is the Debtor's legal
counsel.
Allison D. Byman was appointed to serve as the Chapter 11 trustee
in the case. The Trustee tapped Husch Blackwell LLP as her counsel.
SIGNA DEVELOPMENT: Bondholders Tap Legal Adviser Amid Cash Crunch
-----------------------------------------------------------------
Giulia Morpurgo and Irene García Perez of Bloomberg News report a
group of bondholders in Rene Benko's Signa Development Selection AG
retained a legal adviser as the company faces a liquidity crunch.
Holders of EUR300 million ($318.7 million) of notes due in 2026
tapped Kirkland & Ellis to advise them on discussions with the
company, according to people familiar with the matter, who asked
not to be identified because they weren't authorized to speak
publicly. The notes have dropped by about 46 cents on the euro to
22 cents after Signa Development announced earlier this week it was
in the process of hiring advisers to help address its cash.
About Signa Development Selection
SIGNA Development Selection AG develops real estate properties. The
Company constructs commercial, residential, and retail properties.
SIGNA Development Selection serves customers worldwide.
SILVER CREEK: Court Approves Disclosure Statement
-------------------------------------------------
Judge Scott H. Yun has entered an order approving the Disclosure
Statement of Silver Creek Industries, LLC, Silver Creek Leasing,
LLC and Silver Creek Industries RS, LLC.
December 14, 2023 at 1:30 p.m. is set as the date and time for the
hearing on the confirmation of the Plan.
November 27, 2023 is fixed as the last day for equity security
holders and creditors entitled to vote on the Plan to return to
SCI's counsel, Winthrop Golubow Hollander, LLP, a Ballot to accept
or reject the Plan such that the Ballot is actually received by
SCI's counsel by 12:00 p.m. Pacific Time on November 27, 2023.
November 27, 2023 is fixed as the last day for creditors, equity
security holders, or any other parties-in-interest to file and
serve an objection to the confirmation of the Plan.
December 7, 2023 is fixed as the last day for the Debtors to file
and serve the following pleadings: (a) a brief in support of the
confirmation of the Plan; (b) a tally of the Ballots received with
respect to the confirmation of the Plan; and (c) declarations and
any other evidence in support of the confirmation of the Plan.
December 7, 2023 is fixed as the last day for the Debtors or any
other party-in-interest to file and serve a reply to any Plan
Objection.
General Insolvency Counsel for Silver Creek Industries, LLC, Debtor
and Debtor-in-Possession:
Robert E. Opera, Esq.
Peter W. Lianides, Esq.
WINTHROP GOLUBOW HOLLANDER, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
E-mail: ropera@wghlawyers.com
plianides@wghlawyers.com
General Insolvency Counsel for Silver Creek Industries RS, LLC and
Silver Creek Leasing, LLC, Debtors and Debtors-in-Possession:
Todd C. Ringstad, Esq.
RINGSTAD & SANDERS, LLP
4910 Birch Street, Suite 120
Newport Beach, CA 92660
Telephone: (949) 851-7450
Facsimile: (949) 851-6926
E-mail: todd@ringstadlaw.com
About Silver Creek Industries
Silver Creek Industries, LLC, is a modular construction company
headquartered in California.
Silver Creek Industries sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11677) on April
24, 2023. In the petition signed by its managing member, James
McGeever, the Debtor disclosed $10 million to $50 million in assets
and $50 million to $100 million in liabilities.
Judge Scott H. Yun oversees the case.
The Debtor tapped Robert E. Opera, Esq., at Winthrop Golubow
Hollander, LLP as legal counsel and B. Riley Financial Advisory
Services as financial advisor.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Tucker Ellis, LLP.
SISSON ENGINEERING: Court OKs Cash Collateral Access Thru Jan 2024
------------------------------------------------------------------
Sisson Engineering Corp. sought and obtained entry of an order from
the U.S. Bankruptcy Court for the District of Massachusetts,
authorizing the use of cash collateral on an interim basis in
accordance with the budget, with a 10% variance, through January
11, 2024.
In 2020, the Debtor made the decision to move its operations to a
larger facility. However, disputes related to the relocation with
two neighbors delayed the move for over a year and a half, which
resulted in a loss of business and cash flow, because it did not
have the new facility to accommodate certain customers. These
losses were compounded by a reduction in business due to COVID and
the related supply chain problems.
Once the move was completed, business eventually improved, with
increased bookings and a busy, but not profitable, 2022. However,
in January 2023, new orders again slowed substantially. Because of
an inability to stay current with vendors, the Debtor was unable to
complete certain projects, further reducing cash flow.
The Debtor's secured creditors are Cambridge Trust Company and New
England Certified Development Corporation.
The Debtor is indebted to Cambridge in the amount of $1.3 million
pursuant to a loan secured by a lien on substantially all of the
Debtor's assets. Cambridge's lien was perfected by a UCC financing
statement filed with the Massachusetts Secretary of State.
The Debtor is indebted to SBA/New England Certified Development
Corporation in the amount of $784,032 pursuant to a loan secured by
a lien on substantially all of the Debtor's assets. NECDC's lien
was perfected by a UCC financing statement filed with the
Massachusetts Secretary of State.
The Debtor is indebted to Greenfield Savings Bank in the amount of
approximately $212,661 pursuant to loan that is secured by the
specific Hass and Matsuura equipment identified in the UCC
financing statement filed by Greenfield with the Massachusetts
Secretary of State.
The Debtor is indebted to SBA / Granite State Economic Development
Corporation in the amount of approximately $200,893 pursuant to
loan that is also secured by the Greenfield Equipment.
The Debtor is indebted to Toyota Industries Commercial Finance,
Inc. in the amount of approximately $12,115 pursuant to a purchase
money loan secured by the Doosan forklift identified in the UCC
financing statement filed by Toyota with the Massachusetts
Secretary of State.
The Debtor is indebted to Banterra Bank in the amount of
approximately $163,747 pursuant to a purchase money loan secured by
the Hurco and Fowler machinery identified in the UCC financing
statement filed by Banterra with the Massachusetts Secretary of
State.
The Debtor is indebted to TD Auto Finance in the amount of
approximately $70,578 pursuant to a purchase money loan secured by
the Debtor's 2022 Dodge Ram.
The Debtor owes approximately $100,000 in 401k contributions
(employer portion only) for the retirement plan administered by
Complete Payroll Solutions. Of that amount, approximately $30,000
is entitled to priority treatment.
The Debtor has approximately $1.025 million in general unsecured
debt to noninsiders, which is primarily comprised of unpaid trade
vendors. The Debtor also has approximately $5.207 million in
unsecured debt owed to insiders.
As adequate protection, Cambridge, NECDC and the Equipment Lien
Holders are granted continuing replacement liens and security
interests to the same validity, extent and priority that each would
have had in the absence of the bankruptcy filing.
A further hearing on the matter is set for January 11 at 11 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=QGktRf
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=BYS5Du
from PacerMonitor.com.
About Sisson Engineering Corp.
Sisson Engineering Corp. is a global supplier of complex machined
parts. The Company manages a diverse product line, manufacturing
close to tolerances and utilizing materials ranging from aluminum
to specialty alloys.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-30475) on November 14,
2023.
In the petition signed by Cody F. Sisson, president, the Debtor
disclosed $2,830,063 in assets and $11,211,249 in liabilities.
Judge Elizabeth D. Katz oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, represents the
Debtor as legal counsel.
SMART EARTH: Seeks Cash Collateral Access
-----------------------------------------
Smart Earth Technologies LLC and Smart Water Services LLC ask the
U.S. Bankruptcy Court for the District of Delaware for authority to
use cash collateral and provide adequate protection.
The Debtors require immediate access to cash collateral to
administer the Chapter 11 Cases, preserve and protect the
Prepetition Secured Party's collateral, and successfully wind down
their businesses.
SET, as Borrower, and CrescoNet (Aus) Pty Ltd, a company
constituted under the laws of New South Wales, Australia are
parties to the Facility Agreement dated as of August 25, 2023,
pursuant to which Prepetition Secured Party made loans to SET. As
of the Petition Date, the Junior Facility has an outstanding
balance of approximately $6.919 million.
Additionally, the Debtors, collectively as Borrower, and
Prepetition Secured Party are parties to the Secured Promissory
Note and Security Agreement dated as of October 17, 2023, as
amended by the First Amendment to Secured Promissory Note and
Security Agreement dated as of November 8, 2023, pursuant to which
Prepetition Secured Party made loans to the Debtors. As of the
Petition Date, the Senior Facility has an outstanding balance of
approximately $1.772 million.
The Debtors propose to provide the Prepetition Secured Party with
adequate protection to protect against the postpetition Diminution
in Value of the Prepetition Collateral resulting from the use of
cash collateral. Specifically, the Debtors propose to provide, to
the extent of any Diminution in Value of such interests in the
Prepetition Collateral, the Adequate Protection Liens consisting of
continuing, valid, binding, enforceable, and perfected liens, which
shall be senior in priority to the Prepetition Lien held by the
applicable Prepetition Secured Party, upon such Prepetition Secured
Party's Prepetition Collateral. The Adequate Protection Liens will
be subject to the Carve Out and the Prepetition Secured Party will
enjoy the same priority as as it has with respect to the
Prepetition Collateral. The Adequate Protection Liens will be
junior only to the Carve Out. The Adequate Protection Liens will be
senior to all other security interests in, liens on, or claims
against any of the Debtors' assets that constitute Prepetition
Collateral.
Further, to the extent of any Diminution in Value of their
respective interests in the Prepetition Collateral, and subject in
all respects to the Carve Out, the Debtors propose to provide the
Adequate Protection Superpriority Claims, consisting of allowed
superpriority administrative expense claims in each of the Chapter
11 Cases and any Successor Cases. The Adequate Protection
Superpriority Claims will have priority over all administrative
expense claims and unsecured claims against the Debtors or their
estates, now existing or hereafter arising, of any kind or nature
whatsoever as and to the extent provided for by 11 U.S.C. Sections
503(b) and 507(b).
A copy of the motion is available at https://urlcurt.com/u?l=q0iCdf
from PacerMonitor.com.
About Smart Earth Technologies LLC
Smart Earth Technologies LLC is a provider of utility management
solutions for water utilities. SET's customers are primarily
utility companies, many of which are owned and operated by
municipalities or other governmental bodies.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Dela. Lead Case No. 23-11866) on
November 14, 2023. In the petition signed by Don Van der Wiel,
chief restructuring officer, Smart Earth disclosed up to $10
million in assets and up to $50 million in liabilities.
Judge Karen B. Owens oversees the case.
The Debtors tapped Gregory A. Taylor, Esq., at ASHBY & GEDDES,
P.A., as local bankruptcy counsel, Matthew G. Bouslog, Esq., at
ALLEN MATKINS LEEK GAMBLE MALLORY & NATSIS LLP, as bankruptcy
counsel, G2 CAPITAL ADVISORS, LLC as financial advisor, and
VERDOLINO & LOWEY, P.C. as accountant.
SMILEDIRECTCLUB INC: Creditors Oppose Founders' Bankruptcy Loan
---------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that SmileDirectClub's
creditors objected to a proposed $30 million loan from the dental
company's founders to fund operations during its bankruptcy.
The funding proposal includes terms that would encumber creditors'
ability to recover damages through multiple pending lawsuits, an
official creditors' committee said in a objection filed Thursday in
the US Bankruptcy Court for the Southern District of Texas. The
committee argued that the founders are improperly trying to avoid
potential claims as it investigates SmileDirectClub's dramatic
downfall following its nearly $9 billion valuation at the time of
its 2019 IPO.
About SmileDirectClub
SmileDirectClub, Inc. (Nasdaq: SDC) --
http://www.SmileDirectClub.com/-- is an oral care company and
creator of the first medtech platform for teeth straightening.
Through its cutting-edge telehealth technology and vertically
integrated model, SmileDirectClub is revolutionizing the oral care
industry. Its mission is to democratize access to a smile each and
every person loves by making it affordable and convenient for
everyone. SmileDirectClub is headquartered in Nashville,
Tennessee.
SmileDirectClub and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90786) on Sept. 29, 2023. In the petition signed by its chief
financial officer, Troy Crawford, SmileDirectClub disclosed
$498,712,000 in assets and $1,051,823,000 in liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International, LLP as general bankruptcy counsel; Jackson Walker,
LLP as local bankruptcy counsel; Centerview Partners, LLC as
financial advisor and investment banker; FTI Consulting, Inc., as
restructuring advisor; and Kroll Restructuring Administration, LLC
as notice and claims agent.
SMILEDIRECTCLUB INC: Creditors Want $55-Mil. DIP Funding Delayed
----------------------------------------------------------------
Yun Park of Law360 reports that unsecured creditors in
SmileDirectClub's Chapter 11 case urged a Texas bankruptcy judge to
postpone the final hearing on a $55 million debtor-in-possession
funding package, saying the terms of the loan would impede their
"appropriate and necessary" investigation into potential wrongdoing
by company insiders.
About SmileDirectClub
SmileDirectClub, Inc. (Nasdaq: SDC) --
http://www.SmileDirectClub.com/-- is an oral care company and
creator of the first medtech platform for teeth straightening.
Through its cutting-edge telehealth technology and vertically
integrated model, SmileDirectClub is revolutionizing the oral care
industry. Its mission is to democratize access to a smile each and
every person loves by making it affordable and convenient for
everyone. SmileDirectClub is headquartered in Nashville,
Tennessee.
SmileDirectClub and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90786) on Sept. 29, 2023. In the petition signed by its chief
financial officer, Troy Crawford, SmileDirectClub disclosed
$498,712,000 in assets and $1,051,823,000 in liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International, LLP as general bankruptcy counsel; Jackson Walker,
LLP as local bankruptcy counsel; Centerview Partners, LLC as
financial advisor and investment banker; FTI Consulting, Inc., as
restructuring advisor; and Kroll Restructuring Administration, LLC,
as notice and claims agent.
SOHO OFFICE: Case Summary & Six Unsecured Creditors
---------------------------------------------------
Debtor: Soho Office Suites LLC
116 West 23rd Street
5th Floor
New York, NY 10011
Chapter 11 Petition Date: November 18, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-11839
Debtor's Counsel: Douglas Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue 12th Floor
New York City, NY 10017
Tel: (212) 695-6000
Email: dpick@picklaw.net
Total Assets: $2,451,967
Total Liabilities: $2,433,463
The petition was signed by Angela Olivo as chief operating
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/LBEQIIY/Soho_Office_Suites_LLC__nysbke-23-11839__0001.0.pdf?mcid=tGE4TAMA
SONIDA SENIOR: Incurs $18.4 Million Net Loss in Third Quarter
-------------------------------------------------------------
Sonida Senior Living, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $18.41 million on $64.67 million of total revenues for the three
months ended Sept. 30, 2023, compared to a net loss of $13.74
million on $60.79 million of total revenues for the three months
ended Sept. 30, 2022. According to the Company, a major factor
impacting the comparison of net loss for the three months ended
Sept. 30, 2023 and Sept. 30, 2022 relates to a non-cash impairment
charge of $6.0 million related to one owned community.
"We continue to see growth in both year-over-year occupancy and
revenue that is surpassing industry trends. This strong financial
performance combined with our improved debt structure has Sonida
firmly positioned for strategic expansion within the marketplace,"
said Brandon Ribar, president and CEO. "As we close out the year
and prepare for 2024, we look forward to bringing our signature
programs and services to more seniors and to pursuing new avenues
of growth and shareholder value creation."
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $6.48 million on $189.60 million of total revenues
compared to a net loss of $37.83 million on $178.91 million of
total revenues for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $629.09 million in total
assets, $685.61 million in total liabilities, $47.24 million in
redeemable preferred stock, and a total shareholders' deficit of
$103.77 million.
Sonida said, "The Company has implemented plans, which include
strategic and cash-preservation initiatives, designed to provide
the Company with adequate liquidity to meet its obligations for at
least the 12-month period following the date its third quarter 2023
financial statements are issued. While the Company's plans are
designed to provide it with adequate liquidity to meet its
obligations for at least the 12-month period following the date its
financial statements are issued, the remediation plan is dependent
on conditions and matters that may be outside of the Company's
control, and no assurance can be given that certain options will be
available on terms acceptable to the Company, or at all. If the
Company is unable to successfully execute all of the planned
initiatives or if the plan does not fully mitigate the Company's
liquidity challenges, the Company's operating plans and resulting
cash flows along with its cash and cash equivalents and other
sources of liquidity may not be sufficient to fund operations for
the 12-month period following the date the financial statements are
issued.
"The Company, from time to time, considers and evaluates financial
and capital raising transactions related to its portfolio,
including debt refinancings and modifications, purchases and sales
of assets and other transactions. There can be no assurance that
the Company will continue to generate cash flows at or above
current levels, or that the Company will be able to obtain the
capital necessary to meet the Company's short and long-term capital
requirements.
"Recent changes in the current economic environment, and other
future changes, could result in decreases in the fair value of
assets, slowing of transactions, and the tightening of liquidity
and credit markets. These impacts could make securing debt or
refinancings for the Company or buyers of the Company's properties
more difficult or on terms not acceptable to the Company. The
Company's actual liquidity and capital funding requirements depend
on numerous factors, including its operating results, its capital
expenditures for community investment, and general economic
conditions, as well as other factors."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1043000/000162828023038986/snda-20230930.htm
About Sonida
Sonida Senior Living, Inc., (formerly known as Capital Senior
Living Corporation), is an owner-operator of independent living,
assisted living and memory care communities and services for senior
adults. As of Sept. 30, 2023, the Company operated 71 communities,
with capacity for approximately 8,000 residents across 18 states,
which provide comfortable, safe, affordable environment where
residents can form friendships, enjoy new experiences and receive
personalized care from dedicated team members who treat them like
family.
Dallas, Texas-based RSM US LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated March
30, 2023, citing that the Company has suffered from recurring
losses from operations and total current liabilities exceed total
current assets. This raises substantial doubt about the Company's
ability to continue as a going concern.
SOUTHEAST HOSPITAL: Moody's Puts Ba1 Rating on Review for Upgrade
-----------------------------------------------------------------
Moody's Investors Service has placed the Ba1 bond ratings for
Southeast Hospital (d/b/a SoutheastHealth)(MO) on review for
upgrade reflecting a pending change in bondholder security.
Previously, the outlook was negative.
RATINGS RATIONALE
Effective August 1, 2023, SoutheastHealth signed a definitive
agreement to be integrated into Mercy Health, MO. Prior to the end
of December, SoutheastHealth's master trust indenture (MTI) is
expected to be discharged and the outstanding SoutheastHealth rated
revenue bonds will be secured by an obligation under Mercy Health's
MTI. Assuming completion of the MTI substitution, Moody's expects
that the rating on the SoutheastHealth's bonds would equate to the
rating of Mercy Health.
PROFILE
SoutheastHealth is a not-for-profit 501(c)(3) health system located
in Missouri. The system operates a flagship hospital of 245
licensed beds in Cape Girardeau, a rural community hospital in
Dexter, and numerous outpatient clinics.
SPARK NETWORKS: Chapter 15 Case Summary
---------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 15 of the Bankruptcy Code:
Debtor Case No.
------ --------
Spark Networks, Inc. 23-11881
Zoosk, Inc. 23-11882
Spark Networks SE 23-11883
Chapter 15 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Mary F. Walrath
Foreign Proceeding: ___________
Foreign Representative: Adrian Frankum
485 Lexington Avenue, 10th Floor
New York, NY 10017
Foreign
Representative's
Counsel: Zachary Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
Phone: 302-651-7700
Email: shapiro@rlf.com
- and -
Matthew P. Milana, Esq.
RICHARDS, LAYTON & FINGER
Phone: 302-651-7700
Email: milana@rlf.com
- and -
Zachary Javorsky, Esq.
RICHARDS, LAYTON & FINGER
Phone: 302-651-7743
Email: javorsky@rlf.com
Estimated Assets: Unknown
Estimated Debt: Unknown
Full-text copies of the Chapter 15 petitions are now available for
download at PacerMonitor.com.
SUMMIT MIDSTREAM: S&P Rates News Senior Unsecured Notes 'B-'
------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '5'
recovery rating to Summit Midstream Holdings LLC and Summit
Midstream Finance Corp.'s proposed approximately $210 million
senior unsecured notes due 2026. The '5' recovery rating indicates
its expectation for modest (10%-30%; rounded estimate: 10%)
recovery in the event of a payment default.
The partnership intends to issue a total of $209.5 million of new
senior unsecured notes due 2026 with a coupon rate of 12% in
exchange for $180 million of existing 2025 unsecured notes and
$29.5 million in cash. S&P said, "We believe the partnership will
have sufficient liquidity to repay the approximately $50 million
outstanding on its 2025 notes when due. In our view, the existing
investors are receiving adequate compensation for the longer tenor
given the higher coupon relative to the existing notes."
Summit Midstream Partners L.P. (SMLP) focuses on natural gas,
crude, and produced water gathering, treating, and processing
across a diverse geographic footprint that it separates into core
focus and legacy areas. Its core focus areas have better long-term
growth prospects and include the Utica Shale, Williston, DJ, and
Permian basins. Its legacy areas exhibit lower long-term growth
rates and include the Piceance Basin and the Barnett and Marcellus
shale.
SUPOR PROPERTIES: Secured Creditor Files Liquidating Plan
---------------------------------------------------------
BEB Bergen Ave, LLC, a New York limited liability company and a
secured creditor of Supor Properties Bergen Avenue, LLC, filed with
the U.S. Bankruptcy Court for the District of New Jersey a
Disclosure Statement in support of Proposed Plan of Liquidation
dated November 9, 2023.
The Debtor owns a single asset, an industrial property referred to
herein as Bergen Avenue. Bergen Avenue is purportedly Leased by the
Debtor to affiliates of, and Third Parties that have relationships
with, the direct and indirect holders of Equity Interests in the
Debtor.
The Case was commenced on July 5, 2023 and was precipitated by a
sheriff's sale (a foreclosure sale) of the Debtor's real property
commonly known as 433 Bergen Avenue, Kearny, New Jersey (i.e.
Bergen Avenue) that was scheduled for the day immediately following
the Petition Date. The filing of the Case stayed such sale.
Bergen Avenue is encumbered by valid, perfected, and enforceable
liens and security interests securing Claims of: (a) Hudson County,
New Jersey for unpaid real property taxes assessed against Bergen
Avenue; and (b) the Secured Creditor, BEB Bergen Ave, LLC, a New
York limited liability company, as assignee of BEB Credit Group II,
LLC, a New York limited liability company, whose Secured Claim is
in excess of $18.2 million as of the Petition Date.
Class 3 consists of General Unsecured Claims. After the payment in
full of Allowed Secured Claims in Classes 1 and 2, Allowed Claims
in Class 3 shall receive Pro Rata Distributions up to the full
amount their Allowed Claims, plus simple interest at the Federal
Judgment Rate. Such Pro Rata Distributions shall be made from the
Proceeds of the sale of the Plan Assets.
Class 4 consists of Insider Claims. After the payment in full of
Allowed Secured Claims in Classes 1 and 2 and Allowed Claims in
Class 3, Allowed Claims in Class 4 shall receive Pro Rata
Distributions up to the full amount their Allowed Claims, plus
simple interest at the Federal Judgment Rate. Such Pro Rata
Distributions shall be made from the Proceeds of the sale of the
Plan Assets.
Class 5 consists of Equity Interests. After the payment in full of
Allowed Secured Claims in Classes 1 and 2 and Allowed Claims in
Classes 3 and 4, holders of Equity Interests in the Debtor shall
receive Pro Rata Distributions of any remaining Proceeds from the
sale of the Plan Assets.
The Plan shall be implemented though the appointment of the Plan
Administrator. The Plan Administrator shall manage its assigned
duties and responsibilities under the Plan and administer all of
the Plan Assets (including, without limitation, Bergen Avenue) and
the Proceeds and, subject to the specific provisions of the Plan,
shall have the authority to exercise all of the rights and powers
of the Debtor. The Plan Administrator may retain Post-Confirmation
Professionals to assist the Plan Administrator in carrying out its
duties and responsibilities.
The Plan Proponent estimates that Bergen Avenue will be worth more
than Allowed Secured Claims in a marketed, transfer tax free sale
to a Third Party pursuant to the Plan, if the purported Leases of
the non-paying affiliated and otherwise related Tenants are
rejected and terminated and such non-paying affiliated and
otherwise related Tenants are no longer in possession of Bergen
Avenue.
Such a sale would allow for a Distribution to any Creditors holding
Allowed Unsecured Claims and, thereafter, to holders of Equity
Interests in the Debtor. Accordingly, the Plan provides that all
Leases will be rejected effective as of the Effective Date and for
a process by which Bergen Avenue can be marketed for sale by the
Plan Administrator to a Third Party without the non paying
affiliated and otherwise related Tenants remaining in possession of
Bergen Avenue.
The Plan contemplates a marketing and sale process of approximately
4 months from the Effective Date. Thus, the Plan provides for an
orderly liquation of Bergen Avenue following the Effective Date
that should realize a higher value for Bergen Avenue than the
alternatives.
The Plan will effectuate an orderly liquidation of the Debtor's
assets. Through an orderly liquidation effort, the probable
Distributions to be received by Creditors and holders of Equity
Interests in the Debtor under the Plan will have a value greater
than the probable distribution to Creditors and holders of Equity
Interests in the Debtor from the proceeds of a forced sale of the
Debtor's assets by a Chapter 7 trustee.
A full-text copy of the Disclosure Statement dated November 9, 2023
is available at https://urlcurt.com/u?l=EyzCDC from
PacerMonitor.com at no charge.
Counsel for BEB Bergen:
Derek J. Baker, Esq.
Brian M. Schenker, Esq.
Lauren S. Zabel, Esq.
REED SMITH LLP
506 Carnegie Center, Suite 300
Princeton, New Jersey 08540
Telephone: 609-987-0050
Fax: 609-951-0824
Email: dbaker@reedsmith.com
bschenker@reedsmith.com
lzabel@reedsmith.com
About Supor Properties
Supor Properties Bergen Avenue LLC is in the business of a
multifaceted, unique technical industrial support facility provider
in addition to its real estate, landlord business.
The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No.
23-15758) on July 5, 2023, with $0 to $50,000 in assets and $10
million to $50 million in liabilities. Joseph Supor III, authorized
member, co-trustee of Marital Trust, signed the petition.
Jay Meyers, Esq. of J. MEYERS PLLC, is the Debtor's legal counsel.
TEHUM CARE: Seeks Approval of Disclosure Statement
--------------------------------------------------
Tehum Care Services, Inc., and the Official Committee of Unsecured
Creditors filed a Joint Amended Motion for entry of a final order
approving the adequacy of the Disclosure Statement.
A hearing on the Motion is scheduled for Dec. 6, 2023 at 1:00 PM at
Houston, Courtroom 401 (CML).
The Debtor proposes these dates and deadlines with respect to
confirmation of the Plan, subject to modification as necessary:
* The Voting Record Date will be on December 6, 2023, or such
other date that the Court enters an order approving the Disclosure
Statement on a final basis.
* The Deadline to File Plan Supplement will be on January 29,
2024.
* The Voting Deadline will be on February 5, 2024.
* The Objection Deadline will be on February 5, 2024.
* The Deadline to File Confirmation Brief and Reply to Objections
will be on February 16, 2024.
* The Deadline to File Voting Report will be on February 16,
2024.
* The Confirmation Hearing Date will be on February 22, 23, 29 or
March 1, 2024 or such other date and time as the Court's calendar
allows.
On May 22, 2023, the Court entered its Stipulation and Agreed Order
Regarding Appointment of a Mediator and Governing Related Mediation
Procedures. Prior to mediation, the Debtor and the Committee each
engaged in an extensive analysis of the estate's claims, potential
defenses, and the likelihood of recovery assuming successful
prosecution of any such claims. The Disclosure Statement contains a
lengthy discussion of estate claims, as well as the Debtor's and
the Committee's investigation and analysis of such claims.
As a result of the mediation, the Debtor and Committee reached a
global settlement, the terms of which are incorporated into the
Plan and discussed in detail in the Disclosure Statement. The
Debtor and the Committee believe the Global Settlement is in the
best interests of the estate and all parties in interest. Without
the cash infusion and loan forgiveness provided through the Global
Settlement, the Debtor and the Committee believe distributions to
general unsecured creditors, if any, would be minimal.
The Plan incorporates the terms of the Global Settlement. Under the
Global Settlement, the Debtor will receive a total of $37 million
in cash, plus releases of certain claims made against the Debtor.
In exchange for the $37 million and release of claims, the Plan
provides releases in favor of the Released Parties listed in the
Plan.
Counsel to the Debtor:
Jason S. Brookner, Esq.
Aaron M. Kaufman, Esq.
Lydia R. Webb, Esq.
Amber M. Carson, Esq.
GRAY REED
1300 Post Oak Boulevard, Suite 2000
Houston, TX 77056
Telephone: (713) 986-7127
Facsimile: (713) 986-5966
E-mail: jbrookner@grayreed.com
akaufman@grayreed.com
lwebb@grayreed.com
acarson@grayreed.com
Counsel to the Committee:
Nicholas Zluticky, Esq.
Zachary Hemenway, Esq.
STINSON
1201 Walnut, Suite 2900
Kansas City, MO 64106
Telephone: (816) 842-8600
E-mail: nicholas.zluticky@stinson.com
zachary.hemenway@stinson.com
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.
TELLURIAN INC: Raises Doubts on Ability to Stay Affloat
-------------------------------------------------------
Emily Lever of Law360 reports that liquefied gas terminal Tellurian
has "substantial doubt" about its ability to continue as a going
concern, because natural gas prices are dipping and it can only
partially compensate with increased volume, according to its
financial disclosures for the third quarter released Thursday,
November 1, 2023.
About Tellurian Inc.
Tellurian Inc. (NASDAQ: TELL) plans to develop, own, and operate a
natural gas business and to deliver natural gas to customers
worldwide. The Company was founded in 2015 and is headquartered in
Houston, Texas.
TIMBER PHARMACEUTICALS: Case Summary & 30 Top Unsecured Creditors
-----------------------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Timber Pharmaceuticals, Inc. 23-11878
3 Mountain View Road
Suite 100
Warren NJ 07059
Timber Pharmaceuticals LLC 23-11879
BioPharmX Inc. 23-11880
Business Description: Timber is a medical dermatology company
focused on rare diseases or conditions of
the skin for which there are no current
treatments.
Chapter 11 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. J. Kate Stickles
Debtors'
Bankruptcy
Counsel: Eric D. Schwartz, Esq.
MORRIS, NICHOLS, ARHST & TUNNELL LLP
1201 North Market Street
Wilmington DE 19899-1347
Tel: 302-351-9308
Email: eschwartz@morrisnichols.com
Debtors'
Special
Counsel: LOWENSTEIN SANDLER LLP
Debtors'
CRO Services
Provider: VRS RESTRUCTURING SERVICES LLC
Total Assets: $3,326,213
Total Debt: $5,947,297
The petitions were signed by John Koconis as chief executive
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UXGALSQ/Timber_Pharmaceuticals_Inc__debke-23-11878__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/56EXXFY/Timber_Pharmaceuticals_LLC__debke-23-11879__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CHDOROQ/BioPharmX_Inc__debke-23-11880__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Patagonia Pharmaceuticals, LLC $2,090,000
1199 Hillside Road,
Fairfield, CT 06824
Zachary Rome
Phone: 201-463-1042
Email: zdr@patagoniarx.com
2. Lowenstein Sandler LLP $389,854
One Lowenstein Sandler
Roseland NJ 07068
William B. Farrell
Phone: 973-597-2500
Email: receivables@lowenstein.com
3. Advanced Clinical, 8053 $357,696
Solutions Center
Chicago IL 60677
Matthew Gibson, MBA
Phone: 1 937.671.0015
Email: mgibson@advancedclinical.com
4. The Irvine Co/First Point $81,249
PO Box 881129
668442-115-S23919
Linda Cannatelli, Director of Leasing
Phone: 408-330-0129
Email: smking@irvinecompany.com
lcannatelli@irvinecompany.com
5. Broadridge ICS $81,555
1155 Long Island Avenue
Edgewood NY 11717
Phone: (631) 254-7422
Email: remittance@broadridge.com
6. Richards Layton & Finger, $54,534
One Rodney Square
920 North King Street
Wilmington DE 19801
Tel: 302-651-7709
Email: norman@rlf.com
7. PCI Pharma Services | $51,274
AndersonBrecon Inc., 4545
Assembly Drive
Rockford, IL/61109
Kaitlin Garvey
Phone: 570.360.3387
Email: Kaitlin.Garvey@pci.com
8. Ferndale Laboratories, Inc $41,950
6739 Reliable Parkway
Chicago IL 60686-0067
Sheila Gustafson
Phone: (248) 586-8527
Email: sgustafson@ferndalelabs.com
9. PCG Advisory, Inc. $40,000
445 Park Avenue
9th Floor
Jeff Ramson
Phone: 646-863-6893
Email: jramson@pcgadvisory.com
10. Parexel International Ltd $31,306
Uxbridge Business Park,
Building 4, Sanderson Road
Middlesex UB8 1DH
United Kingdom
Abdallah, Adam
Email: Adam.Abdallah@parexel.com
11. Premier Research Consulting LLC $29,962
f/k/a Camargo Pharmaceutical Services, LLC
One East 4th Street
Suite 1400
Cincinnati OH 45202
Madeline Hallinger
Phone: +1 757 310 2560
Email: Madeline.Hallinger@premierconsulting.com
12. Brandsymbol, Inc. $28,173
2925 Senna Dr.
Suite 207
Matthews NC 28105
Phone: 512-298-7544
Email: aplaisance@brandsymbol.com
Cole Roach
Phone: 704-823-6564
Email: croach@brandsymbol.com
13. LifeSci Consulting LLC $20,000
250 West 55th Street
34th Floor
New York NY 10019
Michael Casey Cozart
Phone: (212) 915-3817
Email: mcozart@lifesciiconsulting.com
14. Colpitts Clinical $19,488
10 Cottage Street
Norwood MA 02062
Jeff Brown (Sr. VP),
Phone: 781-471-3463
Email: jbrown@colpittsclinical.com
15. Pharma Start LLC $19,440
881 Busse Road
Elk Grove Village IL 60007
Trish Kane
Phone: 773.887.6136
Email: Trish.Kane@firmaclinical.com
16. Jeiven Pharma Consulting, $18,687
77 Brant Avenue
Suite 405
Clark NJ 07066
Faye Varsolona
Phone: 908.233.4508
Email: fvarsolona@jeiven.com
17. Wiggin and Dana LLP, $15,048
Accounts Receivable
PO Box 1832
New Haven CT 06508
Phone: 203-498-4521
Email: ar@wiggin.com
Anthony Sabatelli
Phone: 203-498-4365
Email: asabatelli@wiggin.com
18. Kcas Bioanalytical And $11,970
Biomarker Services
10830 S. Clay Blair Blvd
Olathe KS 66061
Jonathan Mercier
Phone: 412-667-8777
Email: jmercier@flowmetric.com
19. Syner-G Pharma Consulting, LLC $9,432
2 Park Central Drive #110
Southborough MA 01772
Stephen Cote, CFO
Phone: 508-460-9700,
Email: Stephen.cote@synergpharma.com
20. GENEDX, INC $9,000
207 Perry Parkway
Gaithersburg MD MD 20877
Tara Ziegler (BD Mgr),
Phone: 231-675-9387,
Email: TZiegler@genedx.com
21. Bashaw Consulting $3,875
21 Troon Ct.
Monroe, NJ 08832
Edward Bashaw
Phone: 301-648-2759
Email: e.dennis.bashaw@gmail.com
22. Mediant Communications, Inc. $3,820
400 Regency Forest Dr
Suite 200
Cary NC 27518
Phone: 8777631671
Email: billingsupport@mediantonline.com
23. CMIT Solutions of Morristown $3,681
55 Madison Avenue
Phone: 9737608931
Email: jbosslett@cmitsolutions.com
24. Wiss & Company LLP $3,350
100 Campus Dr Ste 400 West
Florham Park NJ 07932
Evan D. Gernant, Partner
Phone: 973 -577- 2868
Email: egernant@wiss.com
25. Computershare $3,207
Dept CH 19228
Palatine IL 60055-9228
Phone: 303-262-0616
Email: peter.jacobs@computershare.com
Consuelo Galicia@computershare.com
26. Colpitts World Travel Ltd. $3,155
Cairncross House 25 Union Street
Edinburgh EH13LR
United Kingdom
Jeff Brown (Sr. VP),
Phone: 781-471-3463,
Email: jbrown@colpittsclinical.com
27. Donohoe Advisory Associates, LLC $2,730
9801 Washingtonian Blvd
Suite 340
Gaithersburg MD 20878
Phone: 240-403-4180
Email: cgraves@donohoeadvisory.com
28. ICON Life Sciences Canada, Inc. $2,300
2100 Pennbrook Parkway
North Wales PA 19454
Email: Elizabeth.Wishart@iconplc.com
29. Idea Innovative Drug $2,157
European Associates
Limited*, 13 Classon House
Dundrum Business Park
Dundrum
Dublin D14 WY93
Ireland
Phone: 35319036117
Email: finance@idearegulatory.com
30. Quantificare Inc. $1,786
570 Peachtree Parkway
Cumming, GA 30041
Melanie OGER
Phone: +33 6 12 59 28 46
Email: moger@quantificare.com
TORRID LLC: $350MM Bank Debt Trades at 32% Discount
---------------------------------------------------
Participations in a syndicated loan under which Torrid LLC is a
borrower were trading in the secondary market around 68.5
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $350 million facility is a Term loan that is scheduled to
mature on June 14, 2028. About $290.2 million of the loan is
withdrawn and outstanding.
Torrid is an American women's retail chain. The store offers
plus-size clothing and accessories for women size 10-30. Torrid
began operations in April 2001.
TREES CORP: Incurs $815K Net Loss in Third Quarter
--------------------------------------------------
Trees Corporation filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $815,123
on $4.11 million of total revenue for the three months ended Sept.
30, 2023, compared to a net loss of $2.70 million on $3.18 million
of total revenue for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $4.74 million on $14.32 million of total revenue
compared to a net loss of $3.75 million on $9.98 million of total
revenue for the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $27.50 million in total
assets, $25.79 million in total liabilities, and $1.71 million in
total stockholders' equity.
Trees Corp said, "We have incurred recurring losses and negative
cash flows from operations since inception and have primarily
funded our operations with proceeds from the issuance of debt and
equity. We expect our operating losses to continue into the
foreseeable future as we continue to execute our acquisition and
growth strategy. As a result, we have concluded that there is
substantial doubt about our ability to continue as a going concern.
Our unaudited condensed consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
"Our ability to continue as a going concern is dependent upon our
ability to raise additional capital to fund operations, support our
planned investing activities, and repay our debt obligations as
they become due. If we are unable to obtain additional funding, we
would be forced to delay, reduce, or eliminate some or all of our
acquisition efforts, which could adversely affect our growth
plans."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1477009/000155837023019041/cann-20230930x10q.htm
About Trees Corp
Headquartered in Denver, Colorado, Trees Corporation (formerly
known as General Cannabis Corp) -- is a cannabis retailer and
cultivator in the States of Colorado and Oregon.
Trees Corp reported a net loss of $9.47 million for the year ended
Dec. 31, 2022, compared to a net loss of $8.87 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $31.69
million in total assets, $25.29 million in total liabilities, and a
total stockholders' equity of $6.41 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 17, 2023, citing that the Company has suffered
recurring losses from operations and has a negative working capital
that raise substantial doubt about its ability to continue as a
going concern.
TURNING POINT: S&P Alters Outlook to Stable, Affirms 'B+' ICR
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Turning Point Brands Inc. (TPB) and revised its outlook to stable
from negative.
S&P said, "We lowered our issue-level rating on the company's $250
million senior secured notes to 'BB-' from 'BB' on higher priority
claims at emergence from the new ABL facility. The recovery rating
is '2', indicating our expectation for substantial (70%-90%;
rounded estimate: 85%) recovery in the event of a payment default.
"The stable outlook reflects our expectation for deleveraging to 3x
in 2024, primarily driven by debt repayment, as well as
satisfactory free operating cash flow (FOCF) over the next 12
months."
TPB paid down $44 million face value of its convertible notes in
2023.
S&P said, "We believe management has prioritized debt paydown in
the last three quarters in advance of its July 2024 convertible
notes maturity. The conversion feature on the notes is well out of
the money, and we expect TPB will have to pay off the notes in
2024. We expect the company to preserve liquidity ahead of the
maturity, including a pause on share repurchases and mergers and
acquisitions (M&A) to ensure it has sufficient resources to repay
the notes. As of Sept. 30, 2023, TPB had about $96 million cash and
borrowing base availability of about $67 million (estimated at
close) under its $75 million ABL facility. We expect FOCF will
total about $50 million over the next 12 months. We believe the
anticipated convertible note repayment will reduce S&P Global
Ratings-adjusted leverage to the low-3x area by the second quarter
of fiscal 2024. We expect TPB will pay down intrayear ABL
borrowings by the end of fiscal 2024 with internally generated cash
flow, leading to adjusted leverage of about 3x.
"We expect little top-line and EBITDA expansion over the next 12
months following generally in-line performance over the last few
quarters."
This year through Sept. 30, modest volume pressure in TPB's Zig Zag
segment was primarily driven by a reduction in trade inventory
levels with its wholesale and retail partners. S&P said, "Despite
this dynamic, we believe point-of-sale demand remains satisfactory
through all channels due to the strength of the Zig Zag brand and
tailwinds from cannabis legalization. Notwithstanding pressured
volumes, profitability was enhanced by favorable mix and gross
margin in the third quarter increased 330 basis points (bps) year
over year. We recognize that the alternative channel (headshops and
dispensaries) for Zig Zag is a bright spot, posting double-digit
percentage growth, and we believe there is opportunity to increase
distribution within this channel as more states legalize cannabis
and the number of multistate dispensary operators across the U.S.
increases. The rolling paper and make-your-own cigar wrap industry
is highly competitive and relatively fragmented. We believe that
TPB maintains only modest pricing power despite being one of the
larger players. However, multistate dispensaries are frequently
looking for brand partnerships in their network of stores. We
believe TPB's efforts to innovate and create brand extensions into
specialty accessories and apparel should aid long-term growth and
improve mix."
Within the Stoker's segment, the company's value proposition for
moist snuff continues to resonate with consumers. Stoker's moist
snuff tobacco volumes increased 4.6% in the third quarter despite
the category declining 5.3%, leading to overall share gain of 70
bps to 7%. Moreover, the Stoker's loose-leaf chew brand reversed
the trend of persistent volume declines with 0.4% volume growth and
220 bps of share gain in the third quarter, benefitting from
increased trade-down from premium brands. Stoker's has 67% brand
market penetration of stores in the U.S. and Canada with market
gaps for distribution gains. Overall, S&P believes the core Zig Zag
and Stoker's segments are performing in line with expectations,
which in-turn will result in relatively flat EBITDA in 2023
compared to the prior year.
TPB recently announced that it eliminated certain unprofitable
businesses within its Creative Distribution Solutions (CDS) segment
and intends to focus on a narrower set of products.
Since the beginning of fiscal 2022, the CDS business has suffered
precipitous declines, primarily due to unfavorable regulatory
dynamics and increased oversight by the U.S. Food and Drug
Administration (FDA). Gross profit generated by vape distribution
sales contracted 41% last year amid unfavorable regulatory dynamics
and increased oversight by the FDA. As a result, net sales,
operating leverage, and thus gross margin declined substantially.
At the beginning of fiscal 2023, TPB managed to stabilize the CDS
business. However, the company began to restructure the business in
the third quarter of fiscal 2023 in an effort to enhance focus on
more profitable products and eliminate underperforming pockets
within the distribution network. At current sales and gross profit
levels, S&P believes the segment is no longer material to the
overall consolidated business.
Additionally, overall operating performance generally has been
buoyed by better profitability within the core Zig Zag and Stokers
businesses, which together have produced a gross profit compound
annual growth rate of nearly 8% since 2020. CDS accounted for just
17.7% of net sales and 8% of gross profit during the third
quarter.
The stable outlook reflects S&P's expectation for leverage below 4x
in 2024 primarily driven by debt repayment, as well as satisfactory
FOCF generation.
S&P could lower its ratings on TPB if S&P Global Ratings-adjusted
leverage is sustained above 5x. This could occur if:
-- Volume pressures in the Zig Zag segment persist longer than we
expect, or the company cannot adequately expand distribution in
traditional and alternative channels;
-- Competition from big tobacco rivals within the chewing tobacco
category increases; or
-- TPB adopts a more aggressive financial policy, including
substantial share repurchases or acquisitions.
While unlikely, S&P could raise its ratings if it believes TPB will
adopt more conservative financial policies, including S&P Global
Ratings-adjusted leverage sustained below 4x. S&P must also believe
that the evolving regulatory and competitive environment will
remain at least benign. This could occur if:
-- The company cuts back or pauses share repurchases and uses
excess cash flow to repay debt;
-- Consumers continue to trade down to value chewing tobacco and
further market share gains are accrued in moist snuff and
loose-leaf categories;
-- TPB continues to win business in its Zig Zag segment in
traditional and alternative channels, perhaps due to tailwinds from
widespread cannabis legalization trends; and
-- A higher rating would also be contingent on a credible plan
from management to address its February 2026 senior secured notes
maturity.
UNCONDITIONAL LOVE: Seeks to Hire Ordinary Course Professionals
---------------------------------------------------------------
Unconditional Love Inc. and its affiliate seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire
PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS.
The OCP's include:
a. AF Accounting & Strategy PC
1277 Chee Chee Landing
Milton, ON L9E 1L2
-- Tax Services
b. Ernst & Young
200 Plaza Drive, Suite 2222
Secaucus, NJ 07094
-- Tax Return Services and Advice
c. Manatt, Phelps & Philips LLP
2049 Century Park East, Suite 1700
Los Angeles, Ca 90067
-- General Legal Services
d. Peisner Inc.
1700 Pacific Ave
Dallas, Tx 75201
-- Monthly Sales Tax Services
About Unconditional Love
Founded in February 2019, Hello Bello is a retailer of baby
necessities, selling products made with plant-based ingredients and
organic botanicals across the baby, family, and wellness markets.
The Company is headquartered in Los Angeles, California, with
manufacturing plants located in the United States, Mexico, Canada,
and China.
On Oct. 23, 2023, Unconditional Love Inc. and its affiliate filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-11759). The Debtors listed
$100 million to $500 million in estimated assets and liabilities.
The petitions were signed by Erica Buxton as chief executive
officer.
Hon. Mary F. Walrath presides over the cases.
The Debtors tapped Young Stargatt & Taylor as Delaware bankruptcy
counsels. Willkie Farr & Gallagher LLP is the Debtors' general
bankruptcy counsel. Emerald Capital Advisors Corp. is the Debtors'
restructuring advisor. Jefferies LLC is the Debtors' investment
banker. Stretto, Inc. is the Debtors' notice, claims, solicitation
and balloting agent.
UNIVERSITY PARK: S&P Affirms 'BB-' Rating on 2013 Revenue Bonds
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB-' rating on University Park at Evansdale LLC
(UPE), W.Va.'s series 2013 taxable revenue bonds.
"The revised outlook reflects our view that the project's occupancy
is improving such that debt service coverage is anticipated to be
at least the minimum covenanted requirement of 1.2x for fiscal
2023--December year-end--without any additional financial support
from the university or use of debt service reserve funds," said S&P
Global Ratings credit analyst Gauri Gupta.
URBAN ONE: Delays Filing of Quarterly Report on Form 10-Q
---------------------------------------------------------
Urban One Inc. disclosed in a Form 12b-25 filed with the Securities
and Exchange Commission that the Company has determined that the
filing of its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023, will be delayed.
According to the Company, on April 7, 2023, it announced that in
connection with the preparation of its financial statements for the
year ended December 31, 2022, the Company's management, in
consultation with its independent registered public accounting
firm, re-evaluated the Company's accounting for the valuation of
its investment interest in MGM National Harbor, which the Company
sold for cash proceeds of approximately $136.8 million on April 21,
2023. After further review of the Company's accounting for its MGM
Interest, it was determined that adjustments were required to the
Company's financial statements as of January 1, 2021 and for each
of the annual and interim periods ended December 31, 2021 and
September 30, 2022, due to understatements in the value of the MGM
Interest.
Therefore, on April 7, 2023, the Company's management and the audit
committee of the Company's board of directors concluded that the
Company's previously issued financial statements for each of the
annual and interim periods ended December 31, 2021 and September
30, 2022, should be restated to accurately state the increased
value of the MGM Interest. As such, the Company announced it would
restate its financial statements for the Affected Periods in the
Company's 2022 Form 10-K.
The Company's management concluded that in light of the error, a
material weakness exists in the Company's internal control over
financial reporting for the Affected Periods. The Company's
remediation plan with respect to such material weakness was
described in greater detail in the 2022 Form 10-K filed on June 30,
2023.
Due to the Company's continued efforts in connection with the
Restatement, preparation of the 2022 Form 10-K and continued
assessment of its internal controls, the Company was not able to
finalize the financial statements and related information for
inclusion in its quarterly report on Form 10-Q for the quarter
ended March 31, 2023. Accordingly, the Company was unable to file
its 2023 Q1 Form 10-Q within the prescribed time period and has yet
to complete the 2023 Q1 Form 10-Q. In addition, the Company was not
able to finalize the financial statements and related information
for inclusion in its quarterly report on Form 10-Q for the quarter
ended June 30, 2023. Accordingly, the Company was unable to file
its 2023 Q2 Form 10-Q within the prescribed time period and has yet
to complete the 2023 Q2 Form 10-Q.
As previously reported on a Current Report on Form 8-K filed July
12, 2023, subsequent to the filing of the 2022 Annual Report on
Form 10-K, the Company notified BDO USA, LLP. that it would be
dismissed as the Company's independent registered public accounting
firm. The Audit Committee of the Company's Board of Directors
approved the dismissal of BDO on July 11, 2023 and BDO's dismissal
as the Company's independent registered public accounting firm was
effective on July 12, 2023. The Audit Committee has appointed Ernst
& Young LLP ("E&Y") to serve as the Company's independent
registered public accounting firm for the fiscal year ending
December 31, 2023 effective as of July 12, 2023.
Given the change of the Company's independent registered public
accounting firm and the work required for E&Y to re-familiarize
itself with the Company, the Company's continued assessment of its
internal controls, the Company is not able to finalize the
financial statements and related information for inclusion in its
quarterly report on Form 10-Q for the quarter ended September 30,
2023. Accordingly, the Company is unable to file its 2023 Q3 Form
10-Q within the prescribed time period as it works to complete each
of the Company's 2023 Q1 Form 10-Q, 2023 Q2 Form 10-Q and 2023 Q3
Form 10-Q.
About Urban One
Urban One, Inc., formerly known as Radio One, Inc., headquartered
in Silver Spring, Md., is an urban-oriented multimedia company that
operates or owns interests in radio broadcasting stations (32% of
revenue as of LTM Q4 2022) generated by 66 stations in 13 markets,
cable television networks (43% of revenue), an 80% ownership in
Reach Media (9% of revenue), and ownership of Interactive One, its
digital platform, as well as other internet-based properties (16%
of revenue), largely targeting an African-American and urban
audience. The Chairperson, Catherine L. Hughes, and President,
Alfred C. Liggins III (Chairperson's son), maintain voting control
and hold a significant ownership position. The company reported
consolidated revenue of $485 million as of LTM Q4, 2022.
Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating, and B3 senior
secured notes rating. The speculative grade liquidity rating was
upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The
outlook was changed to stable from positive.
The affirmation of the CFR and stable outlook reflect Urban One's
relatively high pro forma leverage (4.9x as of Q4 2022 pro forma
for sale of the company's minority ownership position in MGM
National Harbor, LLC (National Harbor) and including Moody's
standard adjustments) as well as Moody's expectations that
operating performance will decline in 2023 due to lower political
advertising revenue in a non-election year and from lower cable TV
revenue. Cable TV was a source of strength during the pandemic, but
is likely to be pressured from lower ratings and a decline in
subscribers as consumers continue to migrate to streaming services
from cable TV. Social considerations were a key driver of the
rating action, as Moody's expects the negative secular pressures in
the cable TV division to increase as media consumption continues to
migrate to streaming services.
URBAN ONE: Faces Nasdaq Delisting Over Form 10-Q Delinquency
------------------------------------------------------------
Urban One, Inc. disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that on November 14, 2023, the
Company received an Additional Staff Delisting Determination from
the Listing Qualifications Department of The Nasdaq Stock Market
LLC.
The Additional Staff Determination noted that the Company is now
delinquent in filing its Form 10-Q for the period ended September
30, 2023, which additional delinquency may serve as a separate
basis for the delisting if the Company's securities from Nasdaq.
The Additional Staff Determination serves as formal notification
that the Nasdaq Hearings Panel will consider the additional
delinquency in rendering a determination regarding the Company's
continued listing.
The Company requested a hearing before the Panel on October 5,
2023, and, as previously announced on October 17, the hearing is
scheduled for November 30. The Company anticipates filing its
delinquent reports for the quarterly periods ended March 31 and
June 30, 2023, prior to the Hearing. The Company further
anticipates filing the Q3 2023 Form 10-Q on or about December 31
and will present its plan to evidence full compliance with the
Nasdaq listing criteria at the Hearing.
On October 17, 2023, the Panel granted the Company's request to
extend the stay of any suspension of trading pending the ultimate
outcome of the Hearing.
About Urban One
Urban One, Inc., formerly known as Radio One, Inc., headquartered
in Silver Spring, Md., is an urban-oriented multimedia company that
operates or owns interests in radio broadcasting stations (32% of
revenue as of LTM Q4 2022) generated by 66 stations in 13 markets,
cable television networks (43% of revenue), an 80% ownership in
Reach Media (9% of revenue), and ownership of Interactive One, its
digital platform, as well as other internet-based properties (16%
of revenue), largely targeting an African-American and urban
audience. The Chairperson, Catherine L. Hughes, and President,
Alfred C. Liggins III (Chairperson's son), maintain voting control
and hold a significant ownership position. The company reported
consolidated revenue of $485 million as of LTM Q4, 2022.
Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating, and B3 senior
secured notes rating. The speculative grade liquidity rating was
upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The
outlook was changed to stable from positive.
The affirmation of the CFR and stable outlook reflect Urban One's
relatively high pro forma leverage (4.9x as of Q4 2022 pro forma
for sale of the company's minority ownership position in MGM
National Harbor, LLC (National Harbor) and including Moody's
standard adjustments) as well as Moody's expectations that
operating performance will decline in 2023 due to lower political
advertising revenue in a non-election year and from lower cable TV
revenue. Cable TV was a source of strength during the pandemic, but
is likely to be pressured from lower ratings and a decline in
subscribers as consumers continue to migrate to streaming services
from cable TV. Social considerations were a key driver of the
rating action, as Moody's expects the negative secular pressures in
the cable TV division to increase as media consumption continues to
migrate to streaming services.
USUGA MANAGEMENT: Lakeview Says Disclosure Inadequate
-----------------------------------------------------
8100 Lakeview, LLC, filed an amended objection to the adequacy of
the Amended Disclosure Statement and Reservation of Rights against
debtor Usuga Management LLC.
On June 20, 2023, the Debtor filed its Schedules and listed only a
single asset of real estate valued at $1,620,000. 8100 Lakeview
was listed as the only secured creditor and, in its Schedule E/F,
Debtor stated that there were no creditors with priority unsecured
claims and listed no creditors with non-priority unsecured claims.
On August 23, 2023, Debtor amended Schedule E/F and listed KC
Capital Group LLC as a non-priority unsecured creditor.
On October 5, 2023, 8100 Lakeview filed a secured Proof of Claim in
the amount of $439,328.75, which included attorneys' fees and
pre-petition interest in connection with a Promissory Note entered
into with Debtor on or about November 30, 2022 in the principal
amount of Three Hundred Eighty Thousand and 00/100ths Dollars
($380,000.00) as security for the property ("Property") identified
as:
Lot 1, Block 1, USUGA Medical Addition, an addition to the City of
Rowlett, Dallas County, Texas, according to the Plat thereof
recorded in CC# 201600037856, Plat Records of Dallas County,
Texas.
Debtor has engaged in suspicious behavior in this Court. While the
Debtor attempted to resolve the objections contained in 8100
Lakeview's Objection when it filed its Amended Disclosure
Statement, the Amended Disclosure Statement does not address all of
the objections raised by 8100 Lakeview in its previously filed
Objection.
A suit was filed in the 68th Judicial District Court of Dallas
County, Texas, Cause No., DC-23-04204 ("State Court Suit") against
the principals of the Debtor, Luis Usuga and Maria Usuga, who had
guaranteed a Promissory Note entered into with 8100 Lakeview. In
Paragraph 10(d) of its original Objection, 8100 Lakeview objected
to the Disclosure Statement because Debtor failed to disclose the
potential effect of an adverse judgement against the principals in
the State Court Suit, and what negative effect that would have on
Debtor's projections in this bankruptcy matter. The Amended
Disclosure Statement does not resolve this objection, and neither
the Debtor's Response – which is purely conclusory – nor the
Amended Disclosure Statement address how the principals will be
able to make the Plan payments if they are facing a Judgment worth
over $400,000.00. A Motion for Summary Judgment is apparently going
to be filed in the State Court Suit on November 1, 2023, and the
Usugas have no apparent defenses. Debtor has failed to remedy this
objection in the Amended Disclosure Statement, and 8100 Lakeview
reasserts such objection in this Amended Objection.
8100 Lakeview believes that the Debtor is blatantly "manufacturing"
a claim so that it may potentially have an accepting class of
creditors in order to confirm its Plan. By doing so, Debtor is
flaunting the integrity of the bankruptcy process. In Paragraph
10(e) of its original Objection, 8100 Lakeview objected to the
Disclosure Statement claiming that the Debtor failed to disclose
the suspicious nature of the unsecured claim of KC Capital,
including the Debtor's previous testimony on two different
occasions that there were no unsecured creditors. Debtor's Response
raises additional questions in that it claims that the Debtor just
became aware of the existence of this claim by KC Capital.
In Paragraph 10(i) of its original Objection, 8100 Lakeview
objected to the Disclosure Statement claiming that the Debtor
failed to disclose any current financial information on the funder
of the Plan, and that all financial information provided is almost
2 years old. Debtor has failed to remedy this objection in the
Amended Disclosure Statement, and 8100 Lakeview reasserts such
objection in this Amended Objection.
Finally, in Paragraph 10(j) of its original Objection, 8100
Lakeview objected to the Disclosure Statement claiming that the
Debtor failed to disclose how it arrived at its proposed interest
rate. Debtor has failed to remedy this objection in the Amended
Disclosure Statement, and 8100 Lakeview reasserts such objection in
this Amended Objection as the Debtor's proposed interest rate is
well below the current prime lending interest rate.
Attorneys for 8100 Lakeview, LLC
Larry A. Levick, Esq.
SINGER & LEVICK, P.C.
16200 Addison Road, Suite 140ss
Addison, TX 75001
Telephone: (972) 380-5533
Fax: (972) 380-5748
E-mail: levick@singerlevick.com
About Usuga Management
Usuga Management LLC is the owner of the real property located at
8100 Lakeview Parkway, Rowlett, Texas 75088.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 23-31165) on June 5,
2023. In the petition signed by Maria Usuga, manager, the Debtor
disclosed up to $10 million in assets and up to $500,000 in
liabilities.
Judge Stacey G. Jernigan oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is
the Debtor's legal counsel.
VANTAGE TRAVEL: Hearing Today on DIP Loan, Continued Cash Access
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, authorized Vantage Travel Service, Inc. to
continue using cash collateral and obtain secured financing from
United Travel Pte. Ltd., through November 20, 2023 on the terms of
the Final Order Authorizing Secured Financing Pursuant to 11 U.S.C.
section 364(d) and Use of Cash Collateral dated September 19, 2023,
as modified by the Order Approving First Amendment to Cash
Collateral Stipulation.
A hearing on the matter is set for November 20 at 2 p.m.
As previously reported by the Troubled Company Reporter, United
Travel is a Singapore corporation, which has agreed to acquire the
Debtor's business operations and assets. The parties' asset
purchase agreement is subject to court approval.
The Debtor was authorized to borrow up to $560,000 from the DIP
Lenders, inclusive of the $500,000 of borrowing authorized by the
First Interim Order, on the terms and conditions of the DIP Notes
as modified by the First Interim Order and Second Interim Order.
The Debtor was authorized to borrow from both United travel and the
Lewis entities. The Court held that a prior prohibition against
borrowing from the HRL Trust Lender until entry of a final order on
the Financing Motion is lifted.
Each DIP Lender has consented to the terms of the Order and
confirmed that no Event of Default will occur under the DIP Notes
to the extent the terms of the Order are inconsistent with the DIP
Notes.
The Court said the Debtor's authority to obtain DIP Loans from the
DIP Lenders pursuant to the DIP Notes is terminated. There have
been no Events of Default and the Events of Default will not apply
to the Debtor's use of cash collateral.
As adequate protection, the Prepetition Lender will receive valid,
binding, enforceable and perfected post-petition replacement liens
pursuant to 11 U.S.C. sections 361, 363(e), and 364(d)(1), which
will be subject and subordinated to the Carve-Out and which will be
junior to and subordinate to (i) the properly perfected purchase
money security interests in the Prepetition Collateral (if any),
and (ii) the Third-Party Cash Collateral Liens but senior to the
Prepetition Liens, and will be valid and enforceable against any
trustee appointed in any of the Chapter 11 Case (or any successor
case involving the Debtor as debtor), and will not be subject to 11
U.S.C. sections 510, 549 or 550. Notwithstanding, any Adequate
Protections Liens will only be granted to the extent the
Prepetition Liens are valid, perfected, and enforceable.
About Vantage Travel Service, Inc.
Vantage Travel Service, Inc. is a travel agency providing deluxe
international tours. Its travel offerings include trips on river
and ocean-going vessels owned by affiliated, non-debtor entities,
as well as river, ocean-going and land-based tours booked with
third-party operators.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-11060) on June 29,
2023. In the petition signed by Gregory DelGreco, authorized
officer, the Debtor disclosed up to $10 million in assets and up to
$500 in liabilities.
Judge Janet E. Bostwick oversees the case.
Michael J. Goldberg, Esq., at Casner & Edwards, LLP, represents the
Debtor as legal counsel.
An ad hoc committee of customers is represented by Andrew C.
Helman, Esq., at DENTONS BINGHAM GREENEBAUM LLP.
VERITAS US: $1.70BB Bank Debt Trades at 22% Discount
----------------------------------------------------
Participations in a syndicated loan under which Veritas US Inc is a
borrower were trading in the secondary market around 78.3
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The $1.70 billion facility is a Term loan that is scheduled to
mature on September 1, 2025. The amount is fully drawn and
outstanding.
Veritas US Inc. designs and develops enterprise software
solutions.
VERITAS US: EUR748.6MM Bank Debt Trades at 21% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Veritas US Inc is a
borrower were trading in the secondary market around 78.9
cents-on-the-dollar during the week ended Friday, November 17,
2023, according to Bloomberg's Evaluated Pricing service data.
The EUR748.6 million facility is a Term loan that is scheduled to
mature on September 1, 2025. The amount is fully drawn and
outstanding.
Veritas US Inc. designs and develops enterprise software
solutions.
VIRGINIA REAL ESTATE: Seeks Cash Collateral Access
--------------------------------------------------
Virginia Real Estate Services and Rentals, LLC asks the U.S.
Bankruptcy Court for the Western District of Virginia for authority
to use cash collateral to maintain rental business as a going
concern.
The Debtor owns 10 deeded residential properties, some of which are
multi-unit, resulting in approximately 15 total rental units. Most
of these rental units are rented as residences to individuals and
families pursuant to lease agreements.
The cash collateral consists of postpetition rents subject to
recorded assignments of rent executed in favor of First Bank,
related to the rents generated from residential rental properties
and encumbered by deeds of trust with First Bank. These income
producing single-family and multi-unit properties were purchased by
the Debtor primarily for long term investment and rental purposes.
Until the pandemic, significant cash flow was generated to meet all
operating expenses and the long term trend of the Debtor was very
positive and successful. Due to the economic decline and eviction
moratoriums experienced in the rental real estate markets, cash
pressures began to affect the Debtor.
In addition to the impact of the pandemic, though, the Debtor made
certain operational errors in failing to maintain rental rates
consistent with market rates, resulting in a number of properties
that are not realizing their true rental value. The Debtor intends
to rectify this problem over the next 12 months by raising certain
of its rents, as appropriate, in its business judgment.
The Debtor has only two secured creditors as follows. Creditor,
Gary F. Eaton and/or Naomie D. Eaton and/or Gayle E. Schaeffer and
/or Andrew W. Schaeffer, has liens encumbering four deeded
properties, and First Bank has liens encumbering five deeded
properties. One of those properties is encumbered by both Eaton and
First Bank with a first and second deed of trust, respectively;
however, upon information and belief, the Eaton deed of trust in
first position was satisfied by the loan secured by the First Bank
deed of trust in second position. In addition, one property is not
encumbered by any deed to trust, but a direct lien is recorded by
the Town of Front Royal in the amount of $147.
The Debtor estimates Eaton's claims total $402,873 and are secured
by liens encumber properties worth $1.3 million. The Debtor
estimates that First Bank's claims total $279,694 and are secured
by liens encumbering properties worth $1.035 million. The two deed
of trust creditors enjoy significant equity cushions.
As adequate protection for the use of this cash collateral, the
Debtor will provide a post-petition replacement lien to First Bank
in accordance with 11 U.S.C. sections 361(2) and 552(b):
(a) to the extent of cash collateral actually expended;
(b) on the same postpetition assets and in the same order of
priority as currently exists between the Debtor and First Bank; and
(c) the Debtor will make monthly interest only payments at the
contract rate for each of the loans secured by deeds of trust with
First Bank.
First Bank's equity cushion alone (showing over 70% equity) is, in
and of itself, significant adequate protection. The properties are
also insured, and proof of such insurance has been provided to
First Bank.
A hearing on the matter is set for November 29 at 11 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=TN9Jo8
from PacerMonitor.com.
About Virginia Real Estate Services
Virginia Real Estate Services and Rentals LLC is primarily engaged
in renting and leasing real estate properties.
Virginia Real Estate Services and Rentals LLC sought relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.
Va. Case No. 23-50486) on October 16, 2023. In the petition signed
by Dale King, as manager and sole member, the Debtor reports
estimated assets between $1 million and $10 million and estimated
liabilities between $500,000 and $1 million.
Judge Rebecca B. Connelly oversees the case.
The Debtor is represented by H. David Cox, Esq. at Cox Law Group,
PLLC.
VMR CONTRACTORS: Court OKs Cash Collateral Access Thru Dec 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized VMR Contractors Inc. to use cash
collateral on an interim basis, through December 13, 2023, in
accordance with the terms of the Order entered March 1, 2023.
A further hearing on the matter is set for December 11 at 10 a.m.
As previously reported by the Troubled Company Reporter, several
entities may claim an interest in the Debtor's cash collateral.
Those potential claimants are:
1. State of Illinois, which recorded state tax liens on April
28 and June 14, 2022, in the total amount of $32,346.
2. Internal Revenue Service, which recorded federal tax liens
with the Illinois Secretary of State, including a lien November 16,
2016, in the amount of $424,956. Other tax liens also have been
recorded; the IRS has asserted it is owed $819,234. The Debtor
disputes a large portion of this amount, including an obligation
from 2015 of $560,027, which appears to be clearly erroneous
because it is wholly disproportionate to the Debtor's operations.
3. Old National Bank, whose predecessor, Bridgeview Bank
Group, filed on August 1, 2018, a financing statement with the
Illinois Secretary of State as document number 023614561. The
amount owed to Old National is approximately $160,633.
A copy of the order is available at https://urlcurt.com/u?l=lZg0Et
from PacerMonitor.com.
About VMR Contractors
VMR Contractors is in the business of supplying and installing
rebar for road construction projects. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case
No. 22-14211) on December 8, 2022. In the petition signed by
Vincent Roberson, president, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Benjamin Goldgar oversees the case.
William J. Factor, Esq., at Factor Law, is the Debtor's legal
counsel.
WATER GREMLIN: Seeks to Hire Stretto Inc. as Administrative Advisor
-------------------------------------------------------------------
Water Gremlin Company and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Stretto,
Inc. as their administrative advisor.
The firm will provide these services:
a. assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports in support
of confirmation of a Chapter 11 plan;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
d. provide a confidential data room;
e. manage and coordinate any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and
f. provide claims analysis and reconciliation, case research,
depository management, treasury services, confidential online
workspaces or data rooms, and any related services otherwise
required by applicable law, governmental regulations, or court
rules or orders in connection with the Debtor's Chapter 11 case.
The firm received an advance retainer in the amount of $25,000.
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Tel: (714) 716-1872
Email: sheryl.betance@stretto.com
About Water Gremlin
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.
WEST NOTTINGHAM: Unsecureds Will Get 100% of Claims over 60 Months
------------------------------------------------------------------
The West Nottingham Academy In Cecil County filed with the U.S.
Bankruptcy Court for the District of Maryland a Subchapter V Plan
of Reorganization dated November 9, 2023.
The Debtor has classified all Claims and Interests in accordance
with Sections 1122, 1123 and 1190 of the Bankruptcy Code.
Class 9 consists of Allowed General Unsecured Claims of less than
$500.00. In full and complete satisfaction, discharge and release
of the Class 9 Claims, the Debtor shall pay the Holders of Allowed
Class 9 Claims, in full, without interest, within 90 days of the
Effective Date. Class 9 is Impaired and therefore the Holders of
Class 9 Claims are entitled to vote to accept or reject the Plan.
Class 10 consists of Allowed General Unsecured Claims. In full and
complete satisfaction, discharge and release of the Class 10
Claims, the Debtor shall pay the Holders of Allowed Class 10
Claims, without interest, their pro-rata shares of all available
projected disposable income, defined as ECF, less all payments made
to secured creditors, paid quarterly beginning on September 30,
2025 and continuing during the term of this Plan.
Class 10 General Unsecured Claims total approximately
$1,800,000.00. Holders of Class 10 General Unsecured Claims are
expected to receive 100% of their Allowed Claims. Class 10 is
Impaired and therefore the Holders of Class 10 Claims are entitled
to vote to accept or reject the Plan.
Except as otherwise provided in this Plan or the Confirmation
Order, all property of the Debtor's estate shall, pursuant to
Sections 1141(b) and 1141(c) of the Bankruptcy Code, vest in the
Debtor as of the Effective Date free and clear of any Claim of any
Creditor provided for by this Plan.
Pursuant to the terms of the Amended DIP Financing Agreement, Casa
Laxmi shall make advances to the Debtor from time to time with
existing balances on the loans not to exceed $2,000,000.00 at any
time. The amounts advanced shall accrue interest at the rate of 10%
per annum and shall be secured by a first-priority lien on and
against all of the Debtor's assets, real and personal.
The liens and security interests granted to Casa Laxmi under this
Plan and the Amended DIP Financing Agreement shall become and are
duly perfected without the necessity for the execution, filing or
recording of financing statements, security agreements and other
documents which might otherwise be required pursuant to applicable
non-bankruptcy law for the creation or perfection of such liens and
security interests.
During the term of this Plan, in addition to the receipt of DIP
Financing, the Debtor shall pay all projected disposable income
from tuition and fees that are necessary for the performance of the
Plan.
Except as otherwise set forth in the Plan, the term of the Plan
begins on the Effective Date and ends on the 60th month subsequent
to that date.
A full-text copy of the Subchapter V Plan dated November 9, 2023 is
available at https://urlcurt.com/u?l=nKCMbQ from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Jeffrey M. Orenstein, Esq.
Wolff & Orenstein, LLC
15245 Shady Grove Road
Suite 465, North Lobby
Rockville, MD 20850
Tel: (301) 250-7232
Email: jorenstein@wolawgroup.com
About The West Nottingham Academy in Cecil County
The West Nottingham Academy in Cecil County is a college
preparatory boarding and day school for grades 9-12 and
postgraduates. West Nottingham offers a wide variety of athletic
programs, competitive and non-competitive clubs, visual, and
performing arts.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-13830) on May 31, 2023.
In the petition signed by Jim Shone, trustee, the Debtor disclosed
$2,212,793 in assets and $7,238,821 in liabilities.
Judge Michelle M. Harner oversees the case.
Matthew Abbott, Esq., at Wolff and Orenstein LLC, is the Debtor's
legal counsel.
WEWORK INC: Quarterly Report Delayed on Bankruptcy, Auditor's Exit
------------------------------------------------------------------
WeWork Inc. disclosed in a Form 12b-25 filed with the Securities
and Exchange Commission that the Company has determined that the
filing of its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023, will be delayed.
As previously disclosed, on November 6, 2023, the Company and
certain of its direct and indirect subsidiaries filed voluntary
petitions to commence proceedings under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
New Jersey. During the pendency of the Chapter 11 Cases, the
Company's management team and other financing, accounting and
administrative personnel have devoted significant time and
attention to materials and workflows required in connection with
the Chapter 11 Cases, including proposed disclosures in the Form
10-Q.
In addition, as previously disclosed in a Current Report on Form
8-K filed on November 13, 2023, Ernst & Young LLP has informed the
Company that it will not seek to be retained as the Company's
independent registered accounting firm and will therefore no longer
provide audit services to the Company and its subsidiaries during
the Chapter 11 Cases, including completing their review of the
Company's financial statements for the period ended September 30,
2023. The Company has commenced the process of engaging a new
independent auditor, which will cause further delays.
Due to both the time and attention required by the Chapter 11 Cases
and to retain a new independent registered accounting firm, the
Company is unable to timely file its Form 10-Q without unreasonable
effort or expense and is unable to estimate when it will be able to
complete and file the Form 10-Q.
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.
WEWORK INC: Seeks to Hire Epiq as Claims and Noticing Agent
-----------------------------------------------------------
WeWork Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Epiq
Corporate Restructuring, LLC as their claims and noticing agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Chapter 11 case of the Debtor.
The hourly rates of the firm's professionals are as follows:
Solicitation Consultant $195
Executive Vice President, Solicitation $215
Clerical/Administrative Support $35 - $55
IT / Programming $65 – $85
Case Managers $85 - $165
Consultants/ Directors/Vice Presidents $165 - $195
In addition, Epiq will seek reimbursement for expenses incurred.
As of the petition date, Epiq held a retainer in the amount of
$40,000.
Kathryn Tran, consulting director at Epiq, 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 firm can be reached through:
Kathryn Tran
EPIQ CORPORATE RESTRUCTURING, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Phone: (714) 394-6998
Email: ktran@epiqglobal.com
About WeWork Inc.
New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a
global flexible workspace provider, serving a membership base of
businesses large and small through its network of 779 Systemwide
Locations, including 622 Consolidated Locations as of December
2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the 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.
YELLOW CORP: Quarterly Report Will Be Delayed Amid Bankruptcy
-------------------------------------------------------------
Yellow Corporation disclosed in Form 12b-25 filed with the
Securities and Exchange Commission that the Company has determined
that the filing of its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, will be delayed.
Accordion to the Company, it will not, without unreasonable effort
and expense, be able to file its Quarterly Report on Form 10-Q
within the prescribed time period, as the Company requires
additional time to compile the necessary disclosure and financial
information to complete the Form 10-Q filing.
As previously reported in its Current Reports on Form 8-K filed on
August 7, 2023, following a substantial workforce reduction
impacting all areas of the organization, the Company and its
domestic subsidiaries filed voluntary petitions in the United
States Bankruptcy Court for the district of Delaware seeking relief
under Chapter 11 of the Bankruptcy Code. As a result of the
bankruptcy filing, and commencement of the wind down and
liquidation process, the entity is evaluating the accounting
implications of the bankruptcy. Due to the considerable time and
resources needed to address the Chapter 11 Cases, as well as the
evaluation of the technical accounting implications, the resulting
diversion of the attention of the Company's limited management and
other personnel responsible for preparation of the Form 10-Q, the
Company is unable to file the Form 10-Q within the prescribed time
period.
The Company expects to be able to file their Q3 2023 10-Q prior to
the filing of its 2023 Annual Report on Form 10-K.
About Yellow Corporation
Yellow Corporation -- http://www.myyellow.com/-- operates
logistics and less-than-truckload (LTL) networks in North America,
providing customers with regional, national, and international
shipping services throughout. Yellow's principal office is in
Nashville, Tenn., and is the holding company for a portfolio of LTL
brands including Holland, New Penn, Reddaway, and YRC Freight, as
well as the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp. had
$2,152,200,000 in total assets against $2,588,800,000 in total
liabilities. The petitions were signed by Matthew A. Doheny as
chief restructuring officer.
The Debtors tapped Kirkland & Ellis LLP as restructuring counsel;
Pachulski Stang Ziehl & Jones LLP as Delaware local counsel;
Kasowitz, Benson and Torres LLP as special litigation counsel;
Goodmans LLP as special Canadian counsel; Ducera Partners LLC as
investment banker; and Alvarez and Marsal as financial advisor.
Epiq Bankruptcy Solutions serves as claims and noticing agent.
Milbank LLP serves as counsel to certain investment funds and
accounts managed by affiliates of Apollo Capital Management, L.P.
White & Case LLP serves as counsel to Beal Bank USA.
Arnold & Porter Kaye Scholer LLP serves as counsel to the United
States Department of the Treasury.
On Aug. 16, 2023, the United States Trustee for Region 3 appointed
an official committee of unsecured creditors in the Chapter 11
cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP and
Benesch, Friedlander, Coplan & Aronoff LLP as counsel; Miller
Buckfire as investment banker; and Huron Consulting Services LLC as
financial advisor.
YIELD10 BIOSCIENCE: Incurs $3.7 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Yield10 Bioscience, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $3.73 million on $0 of total revenue for the three months ended
Sept. 30, 2023, compared to a net loss of $3.49 million on $111,000
of total revenue for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $11.19 million on $60,000 of total revenue compared to
a net loss of $10.26 million on $363,000 of total revenue for the
nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $6.04 million in total
assets, $5.65 million in total liabilities, and $392,000 in total
stockholders' equity.
Yield10 ended the third quarter of 2023 with $2.8 million in
unrestricted cash and cash equivalents; a net increase of $0.5
million from unrestricted cash and cash equivalents of $2.3 million
reported as of June 30, 2023. The net increase in the Company's
cash balance as of the end of the third quarter was the result of
completing a public offering of common stock and warrants during
August 2023 that resulted in net proceeds of $3.1 million after
issuance costs.
Net cash used by operating activities during the third quarter of
2023 was $2.6 million compared to $2.7 million used in the third
quarter of 2022. The Company continues to estimate total net cash
usage for the full year ended Dec. 31, 2023 in a range of $12.5 -
$13.0 million, as a result of aligning its resources to further
develop and commercialize its proprietary Camelina plant varieties
for its two near-term markets; biofuel feedstock and omega-3 for
use in aquaculture feed, pharmaceuticals and nutrition. Cash used
for operating activities will continue to support seed scale-up and
other pre-commercial Camelina production activities, as well as the
expansion of the Company's crop trial programs focused on herbicide
tolerance and higher yielding oil traits.
The Company said, "There is substantial doubt about the Company's
ability to continue as a going concern. Yield10's cash and cash
equivalents of $2.8 million as of September 30, 2023, will only
fund its operations into early December 2023. The Company's
management is urgently evaluating and pursuing different strategies
to obtain the required funding for its operations in the near term.
These strategies may include, but are not limited to: public and
private placements of equity and/or debt, licensing and/or
collaboration arrangements and strategic alternatives with third
parties,and other funding from the government or third parties.
There can be no assurance that these funding efforts will be
successful. If Yield10 is unable to obtain funds by early December
2023 or on acceptable terms, the Company may be required to curtail
its current development programs, cut operating costs, forego
future development and other opportunities or even terminate its
operations, which may involve seeking bankruptcy protection."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1121702/000112170223000069/yten-20230930.htm
About Yield10
Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an
agricultural bioscience company focused on the large-scale
production of low carbon sustainable products from processing
Camelina seed using the oilseed Camelina sativa ("Camelina") as a
platform crop.
Yield10 Bioscience reported a net loss of $13.57 million for the
year ended Dec. 31, 2022, compared to a net loss of $11.03 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $8.08 million in total assets, $3.68 million in total
liabilities, and $4.40 million in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
March 14, 2023, citing that the Company has suffered recurring
losses from operations and does not have sufficient liquidity to
meet forecasted costs. This raises substantial doubt about the
Company's ability to continue as a going concern.
ZAGACITY TECH: Case Summary & 16 Unsecured Creditors
----------------------------------------------------
Debtor: Zagacity Tech LLC
AKA Era Zagacity Tech LLC
Palmas Industrial Park
St 869, Lot A,
Catano, PR 00962
Business Description: The Debtor distributes and sells
technological products, home appliances,
audio and TV, in the home and commercial
lines.
Chapter 11 Petition Date: November 17, 2023
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 23-03787
Debtor's Counsel: Javier Vilarino, Esq.
VILARINO AND ASSOCIATES LLC
PO Box 9022515
San Juan, PR 00902
Tel: (787) 565-9894
Email: jvilarino@vilarinolaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nestor G. Cardona as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/R7ZSMUQ/ZAGACITY_TECH_LLC__prbke-23-03787__0001.0.pdf?mcid=tGE4TAMA
[] October 2023 Bankruptcy Filings Rise 106% From 2022
------------------------------------------------------
There were 631 commercial chapter 11 filings registered in October
2023, an increase of 106 percent from the 306 filings registered in
October 2022, according to data provided by Epiq Bankruptcy, the
leading provider of U.S. bankruptcy filing data.
Overall commercial filings increased 14 percent to 2,188 in October
2023, up from the 1,916 commercial filings registered in October
2022. Small business filings, captured as subchapter V elections
within chapter 11, increased 47 percent to 176 in October 2023, up
from 120 in August 2022.
Total bankruptcy filings were 40,628 in October 2023, a 24 percent
increase from the October 2022 total of 32,707. Individual
bankruptcy filings totaled 38,440 in October 2023, registering a 25
percent increase from the October 2022 30,791 filing total. There
were 22,473 individual chapter 7 filings in October 2023, a 31
percent increase over the 17,125 filings recorded in October 2022,
and there were 15,901 individual chapter 13 filings in October
2023, a 17 percent increase over the 13,618 filings in October the
previous year.
"As emergency funding from the government, lender forbearance, and
lower borrowing costs helped to decrease filings during the
COVID-19 pandemic, bankruptcies have steadily increased following
the sunset of government funding, interest rates increases,
inflation growth, and tightening lending standards," said Todd
Madsen, AACER Vice President. "October marks 15 consecutive months
that total, individual, and commercial bankruptcy filings have
registered monthly year-over-year increases."
"Increased prices for goods and services, along with higher
borrowing costs, add to the economic challenges faced by distressed
families and businesses," said ABI Executive Director Amy
Quackenboss. "Bankruptcy provides a proven process for struggling
consumers and companies to alleviate their intensifying debt loads
and a chance for a financial fresh start."
October filing totals also registered increases across most filing
categories when compared to September 2023. October's total
bankruptcy filings represented a 9 percent increase when compared
to the 37,346 total filings recorded in September. Total individual
filings for October also represented a 9 percent increase from the
September 2023 filing total of 35,141. Likewise, individual chapter
7s increased 14 percent and chapter 13s increased 4 percent over
September's filings. Commercial chapter 11 filings increased 8
percent from September’s chapter 11 filing total of 584.
Subchapter V elections within chapter 11 increased 2 percent from
the 173 filed in September 2023. Conversely, the commercial filing
total decreased 1 percent from the September 2023 commercial filing
total of 2,205.
ABI has partnered with Epiq Bankruptcy to provide the most current
bankruptcy filing data for analysts, researchers, and members of
the news media. Epiq Bankruptcy is the leading provider of data,
technology, and services for companies operating in the business of
bankruptcy. Its Bankruptcy Analytics subscription service provides
on-demand access to the industry's most dynamic bankruptcy data,
updated daily. Learn more at
https://bankruptcy.epiqglobal.com/analytics.
[^] BOND PRICING: For the Week from November 13 to 17, 2023
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
2U Inc TWOU 2.250 54.625 5/1/2025
99 Escrow Issuer Inc NDN 7.500 35.028 1/15/2026
99 Escrow Issuer Inc NDN 7.500 35.410 1/15/2026
99 Escrow Issuer Inc NDN 7.500 35.410 1/15/2026
Acorda Therapeutics Inc ACOR 6.000 56.588 12/1/2024
Air Methods Corp AIRM 8.000 1.000 5/15/2025
Amyris Inc AMRS 1.500 10.500 11/15/2026
At Home Group Inc HOME 7.125 25.250 7/15/2029
At Home Group Inc HOME 7.125 17.920 7/15/2029
Audacy Capital Corp CBSR 6.750 1.431 3/31/2029
Audacy Capital Corp CBSR 6.500 1.125 5/1/2027
Audacy Capital Corp CBSR 6.750 2.323 3/31/2029
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bausch Health Americas Inc BHCCN 8.500 45.066 1/31/2027
Bausch Health Americas Inc BHCCN 8.500 45.558 1/31/2027
Benefitfocus Inc BNFT 1.250 95.000 12/15/2023
Biora Therapeutics Inc BIOR 7.250 58.500 12/1/2025
Brixmor LLC BRX 6.900 9.875 2/15/2028
CF Bankshares Inc CFBK 7.000 95.315 12/30/2028
CF Bankshares Inc CFBK 7.000 95.315 12/30/2028
CNG Holdings Inc CNGHLD 12.500 87.437 6/15/2024
CNG Holdings Inc CNGHLD 12.500 87.437 6/15/2024
CNG Holdings Inc CNGHLD 12.500 87.437 6/15/2024
Cano Health LLC CANHEA 6.250 3.250 10/1/2028
Cano Health LLC CANHEA 6.250 3.300 10/1/2028
Citigroup Global
Markets Holdings
Inc/United States C 4.541 98.723 11/20/2023
Citizens Financial Group CFG 6.375 85.750 N/A
Clovis Oncology Inc CLVS 1.250 8.443 5/1/2025
Clovis Oncology Inc CLVS 4.500 8.768 8/1/2024
Clovis Oncology Inc CLVS 4.500 8.625 8/1/2024
CommScope Inc COMM 8.250 46.048 3/1/2027
CommScope Technologies LLC COMM 5.000 38.855 3/15/2027
CommScope Technologies LLC COMM 5.000 37.703 3/15/2027
Curo Group Holdings Corp CURO 7.500 17.405 8/1/2028
Curo Group Holdings Corp CURO 7.500 17.574 8/1/2028
Cutera Inc CUTR 2.250 45.250 3/15/2026
DIRECTV Holdings
LLC / DIRECTV
Financing Co Inc DTV 6.000 13.820 8/15/2040
DIRECTV Holdings
LLC / DIRECTV
Financing Co Inc DTV 6.350 7.204 3/15/2040
DTE Energy Center LLC DTEENE 7.458 87.747 4/30/2024
Danimer Scientific Inc DNMR 3.250 29.000 12/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.500 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 2.500 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.500 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.120 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.063 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 0.404 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.324 8/15/2026
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Energy Conversion
Devices Inc ENER 3.000 0.551 6/15/2013
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 44.647 1/15/2026
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 44.843 1/15/2026
Esperion Therapeutics Inc ESPR 4.000 50.010 11/15/2025
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 19.500 7/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 19.563 7/15/2026
FNB Corp/PA FNB 4.950 91.955 2/14/2029
Federal Farm Credit
Banks Funding Corp FFCB 4.750 99.831 11/21/2023
Federal Farm Credit
Banks Funding Corp FFCB 1.600 99.921 11/21/2023
Federal Home Loan Banks FHLB 2.600 99.383 11/24/2023
Federal Home Loan Banks FHLB 2.500 99.383 11/24/2023
Federal Home Loan Banks FHLB 3.250 99.408 11/22/2023
Federal Home Loan Banks FHLB 0.800 99.321 11/27/2023
Federal Home Loan Banks FHLB 0.300 97.657 12/19/2023
Federal Home Loan Banks FHLB 2.500 99.382 11/24/2023
Federal Home Loan Banks FHLB 2.700 99.385 11/24/2023
Federal Home Loan Banks FHLB 2.625 99.384 11/24/2023
Federal Home Loan Banks FHLB 2.650 99.384 11/24/2023
Federal Home Loan Banks FHLB 3.650 99.410 11/22/2023
Federal Home Loan Banks FHLB 2.600 99.384 11/24/2023
Federal Home Loan Banks FHLB 0.500 99.356 11/24/2023
Federal Home Loan Banks FHLB 0.700 99.359 11/24/2023
Federal Home Loan Banks FHLB 0.625 99.358 11/24/2023
Federal Home Loan
Mortgage Corp FHLMC 0.320 97.584 12/19/2023
Federal National
Mortgage Association FNMA 0.420 38.762 8/23/2024
First Citizens
Bancshares Inc/TX FIRCTZ 6.000 88.603 9/1/2028
First Citizens
Bancshares Inc/TX FIRCTZ 6.000 88.603 9/1/2028
Fisker Inc FSR 2.500 26.375 9/15/2026
GNC Holdings Inc GNC 1.500 0.458 8/15/2020
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 25.250 6/1/2026
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 25.250 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 18.500 8/15/2029
Inseego Corp INSG 3.250 40.750 5/1/2025
Invacare Corp IVC 4.250 2.339 3/15/2026
Invacare Corp IVC 5.000 83.125 11/15/2024
JPMorgan Chase Bank NA JPM 2.000 82.362 9/10/2031
JPMorgan Chase
Financial Co LLC JPM 5.204 97.956 11/3/2037
Jackson Financial Inc JXN 1.125 99.885 11/22/2023
Jackson Financial Inc JXN 1.125 100.000 11/22/2023
Karyopharm Therapeutics KPTI 3.000 53.838 10/15/2025
Ligado Networks LLC NEWLSQ 15.500 20.500 11/1/2023
Lumen Technologies Inc LUMN 6.875 35.251 1/15/2028
Lumen Technologies Inc LUMN 4.500 25.698 1/15/2029
Lumen Technologies Inc LUMN 4.500 26.128 1/15/2029
MBIA Insurance Corp MBI 16.915 4.250 1/15/2033
MBIA Insurance Corp MBI 16.889 3.683 1/15/2033
Macy's Retail Holdings LLC M 7.875 99.802 3/1/2030
Macy's Retail Holdings LLC M 7.875 99.802 3/1/2030
Mashantucket Western
Pequot Tribe MASHTU 7.350 43.750 7/1/2026
Morgan Stanley MS 1.800 72.363 8/27/2036
Northpointe Bank NORPBK 6.875 95.927 10/1/2028
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 1/29/2020
Omeros Corp OMER 5.250 40.250 2/15/2026
P&L Development LLC /
PLD Finance Corp PLDEVE 7.750 59.507 11/15/2025
P&L Development LLC /
PLD Finance Corp PLDEVE 7.750 59.148 11/15/2025
P&L Development LLC /
PLD Finance Corp PLDEVE 7.750 59.795 11/15/2025
Pacific Premier Bancorp PPBI 4.875 85.383 5/15/2029
Photo Holdings
Merger Sub Inc SFLY 8.500 38.750 10/1/2026
Photo Holdings
Merger Sub Inc SFLY 8.500 38.750 10/1/2026
Polar US Borrower LLC /
Schenectady
International Group Inc SIGRP 6.750 44.214 5/15/2026
Polar US Borrower LLC /
Schenectady
International Group Inc SIGRP 6.750 43.952 5/15/2026
Porch Group Inc PRCH 0.750 27.500 9/15/2026
QCR Holdings Inc QCRH 5.375 91.575 2/15/2029
RELX Inc RELLN 7.200 105.778 8/1/2027
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 7.700 5.500 2/15/2027
Rite Aid Corp RAD 6.875 6.901 12/15/2028
Rite Aid Corp RAD 6.875 6.901 12/15/2028
RumbleON Inc RMBL 6.750 49.354 1/1/2025
SBL Holdings Inc SECBEN 7.000 60.070 N/A
SBL Holdings Inc SECBEN 7.000 60.750 N/A
SITE Centers Corp SITC 3.900 97.932 8/15/2024
SVB Financial Group SIVB 3.500 58.188 1/29/2025
SVB Financial Group SIVB 4.000 2.625 N/A
SVB Financial Group SIVB 4.250 2.750 N/A
SVB Financial Group SIVB 4.700 1.750 N/A
SVB Financial Group SIVB 4.100 2.750 N/A
Shift Technologies Inc SFT 4.750 0.875 5/15/2026
Signature Bank/New York NY SBNY 4.000 0.250 10/15/2030
Signature Bank/New York NY SBNY 4.125 1.000 11/1/2029
Synovus Financial Corp SNV 5.900 92.915 2/7/2029
Talen Energy Supply LLC TLN 6.500 33.698 6/1/2025
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 6.500 25.375 9/15/2024
Talen Energy Supply LLC TLN 6.500 25.375 9/15/2024
Talen Energy Supply LLC TLN 7.000 25.375 10/15/2027
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.903 5/15/2027
US Renal Care Inc USRENA 10.625 43.000 7/15/2027
US Renal Care Inc USRENA 10.625 39.950 7/15/2027
UpHealth Inc UPH 6.250 24.500 6/15/2026
Veritone Inc VERI 1.750 35.250 11/15/2026
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 1.000 7/10/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 1.250 7/10/2025
WeWork Cos US LLC WEWORK 15.000 35.500 8/15/2027
WeWork Cos US LLC WEWORK 7.875 1.000 5/1/2025
WeWork Cos US LLC WEWORK 11.000 17.500 8/15/2027
WeWork Cos US LLC WEWORK 15.000 35.250 8/15/2027
WeWork Cos US LLC WEWORK 12.000 0.918 8/15/2027
Wesco Aircraft
Holdings Inc WAIR 9.000 9.319 11/15/2026
Wesco Aircraft
Holdings Inc WAIR 8.500 3.427 11/15/2024
Wesco Aircraft
Holdings Inc WAIR 13.125 2.104 11/15/2027
Wesco Aircraft
Holdings Inc WAIR 13.125 2.104 11/15/2027
Wesco Aircraft
Holdings Inc WAIR 9.000 9.319 11/15/2026
Wesco Aircraft
Holdings Inc WAIR 8.500 3.427 11/15/2024
*********
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 ***