/raid1/www/Hosts/bankrupt/TCR_Public/231122.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, November 22, 2023, Vol. 27, No. 325
Headlines
100 CHRISTOPHER: Hires Jaspan Schlesinger as Special Counsel
100 CHRISTOPHER: Hires MCG Capital Group as Real Estate Broker
1600 HICKS: Unsecureds Owed $15K to Get 100% of Claims
316-318 GUILFORD: Case Summary & One Unsecured Creditor
40 & HOLDING: Gen. Unsecureds Owed $615K to Get $15K
AERKOMM INC: Delays Filing of Third Quarter Form 10-Q
AKRON REBAR: Unsecureds to Get Nothing in Liquidating Plan
ALL STAR GLASS: Court OKs Deal on Cash Collateral Access
AMERICAN PHYSICIAN: Committee Hires Force Ten as Financial Advisor
AMERICAN SCREENING: Unsecureds to Get 100% in 60 Months
ANAGRAM HOLDINGS: Milbank & Norton Rose Represent Ad Hoc Group
APPLIED MACHINERY: Iron Horse to Auction Telehandlers, Trucks
ARCIMOTO INC: Needs More Time to Complete Quarterly Report
ARIAAZ LLC: Voluntary Chapter 11 Case Summary
ATI INC: Moody's Upgrades CFR to 'Ba3' & Alters Outlook to Stable
ATLAS CAPITAL: Voluntary Chapter 11 Case Summary
ATTASHIAN ENTERPRISES: Hires Darby Law as Legal Counsel
ATX NETWORKS: Goldman Sachs Marks $2.1M Loan at 21% Off
AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece
AULT ALLIANCE: Falls Short of NYSE Minimum Bid Price Requirement
AV RESIDENCE: Unsecureds to Get Share From Sale of Property
AVENTIV TECHNOLOGIES: Starts Refinancing Talks With Lenders
AVENUE DC: Seeks Interim Cash Collateral Access
AVIATION SAFETY: L. Todd Budgen Named Subchapter V Trustee
AVIENT CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable
AYALA PHARMACEUTICALS: Announces Delay in Q3 Form 10-Q Filing
AYALA PHARMACEUTICALS: Incurs $7.3 Million Net Loss in 3rd Quarter
AYTU BIOPHARMA: Signs Manufacturing Services Deal With Halo
BAUDAX BIO: Receives Delisting Notice From Nasdaq
BAYSIDE OPCO: Goldman Sachs Marks $982,000 Loan at 80% Off
BENDED PAGE: Court OKs Cash Collateral Access Thru Jan 2024
BIOLASE INC: Receives Noncompliance Notice From Nasdaq
BIOLASE INC: Signs 11th Amendment to SWK Funding Credit Agreement
BROOKFIELD WEC: Moody's Hikes CFR & Secured First Lien Loans to B1
CAPSTONE GREEN ENERGY: Wins Approval of Prepackaged Plan
CAPSTONE GREEN: Announces Delay in Form 10-Q Filing
CAPSTONE GREEN: DIP Loan from Goldman Sachs, Broad Street OK'd
CARPENTER TECHNOLOGY: Moody's Raises CFR to 'Ba3', Outlook Stable
CARVANA CO: Ernest C. Garcia II Discloses 43.2% Stake
CELULARITY INC: Needs More Time to Complete Quarterly Report
CHARLES & 20: Unsecured Creditors to Get Remaining Cash
CLARK N SON: Hires Harris Shelton Hanover as Special Counsel
COMMSCOPE HOLDING: S&P Lowers ICR to 'CCC', Off Watch Negative
CORE SCIENTIFIC: Has $55 Million Equity Rights Offering
CORE SCIENTIFIC: Okayed to Solicit Bankruptcy Plan Votes
CORSAIR GAMING: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
CROWN CREST: Liquidity Woes Prompt CCAA Filing
CRYPTO CO: Announces Delay in Q3 Form 10-Q Filing
CUENTAS INC: Announces Delay in Form 10-Q Filing
CUENTAS INC: Incurs $1.2 Million Net Loss in Third Quarter
CUSTOM ALLOY: Proposes Liquidating Plan After Sale
DARJEN INC: Wins Interim Cash Collateral Access
DEADWORDS BREWING: Wins Cash Collateral Access Thru Jan 2024
DIXON TOWN: Loan Servicer Says Disclosures Inadequate
DLOUX PROPERTIES: Court Approves Disclosure Statement
DOMUS BWW: Class 2A Unsecureds Owed $60K to Get 25% of Claims
DOMUS BWW: Seeks Approval of Disclosure Statement
E-BOX LLC: Addresses Objections, Wins Plan Approval
EAGLE PROPERTIES: Court OKs Deal on Cash Access Thru Nov 28
EGAE LLC: U.S. Trustee Unable to Appoint Committee
ENOVA INT'L: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
EPIC Y-GRADE: S&P Upgrades ICR to 'B-' on Improved Credit Quality
ESCEE DELIVERY: Court OKs Interim Cash Collateral Access
EXELA TECHNOLOGIES: Gets Nasdaq Notice Regarding Late Form 10-Q
FGI ACQUISITION: S&P Affirms 'B-' ICR on Maturity Extensions
FINTHRIVE SOFTWARE: S&P Downgrades Issuer Credit Rating to 'SD'
FLOOR AND DECOR: Moody's Alters Outlook on 'Ba3' CFR to Stable
FTX GROUP: Reaches Deal With Effective Ventures to Recoup $22.5Mil.
GENESIS CARE: ASHS Enters Into Agreement to Acquire Cancer Centers
GETTYSBURG RENTAL: Court OKs Cash Collateral Access Thru Dec 12
GLOBAL CANCER: Hires Law Office of Raymond H. Aver as Counsel
GLOBAL PREMIER: Hires Wilshire Pacific as Investment Banker
GOLD STAR EXPRESS: Files Emergency Bid to Use Cash Collateral
GRIES & ASSOCIATES: Melissa Haselden Named Subchapter V Trustee
GSE SYSTEMS: Regains Compliance With Nasdaq Listing Requirements
ICAP ENTERPRISES: $6.75MM DIP Loan from Serene Investment OK'd
INNOVATION PHARMACEUTICALS: Announces Delay in Form 10-Q Filing
JAMAICAN SPOT: Seeks to Hire Barry A. Friedman as Counsel
KAREN LANDSCAPING: Court OKs Cash Collateral Access on Final Basis
LIVINGSTON TOWNSHIP: Court OKs Interim Cash Collateral Access
LORDSTOWN MOTORS: Proposes $3-Mil. Executives Severance Plan
LOUISA RIDGE: Court OKs Interim Cash Collateral Access
M & J HOME: Wins Cash Collateral Access Thru Jan 2024
MALINKI SLONIK: Deutsche Bank Says Plan Not Feasible
MALLINCKRODT PLC: Confirmed Plan Declared Effective November 14
MALLINCKRODT PLC: David Polk Advised Noteholders in Chapter 11
MANHATTAN SCIENTIFICS: Announces Delay in Q3 Form 10-Q Filing
MATCON CONSTRUCTION: Plan to Pay Off Creditors in 5 Years
MAYBERRY FUNERAL: Hires Barry A. Friedman as Counsel
MILKY WAY: Voluntary Chapter 11 Case Summary
MINIM INC: Requires Additional Time to Complete Form 10-Q
MOBIQUITY TECHNOLOGIES: Chairman Invests $1.5M Into Series G Stock
MOBIQUITY TECHNOLOGIES: Incurs $1.4M Net Loss in Third Quarter
MOORE ROOFING: Hires Wagoner Bankruptcy as Legal Counsel
MUZIK INC: Hires Robins Kaplan LLP as Special IP Counsel
MVK FARMCO: Hires Young Conaway Stargatt as Delaware Counsel
NOVAVAX INC: Appoints John Trizzino as President and COO
NU STYLE LANDSCAPE: Court OKs Cash Collateral Access on Final Basis
OLYMPIC HOLDINGS: Trustee Hires Compass as Real Estate Broker
OMNI NOLAN: Hires Hayward PLLC as General Bankruptcy Counsel
ORIGINCLEAR INC: Announces Delay in Q3 Form 10-Q Filing
ORIGINCLEAR INC: Delays Filing of Third Quarter Report on Form 10-Q
OSG HOLDINGS: First Lien Lenders Revise Verified Statement
PALMER DRIVES: Seeks Continued Cash Access, DIP Loan
PARADOX RESOURCES: Court OKs $1.1 MM DIP Loan from GNG
PEACOCK JEWELERS: Timothy Stone Named Subchapter V Trustee
PITA FRANCHISING: Court OKs Cash Collateral Access on Final Basis
POLO TRANS: Court OKs Cash Collateral Access Thru Dec 12
POTRERO MEDICAL: Case Summary & 20 Largest Unsecured Creditors
PRECIPIO INC: Incurs $1.5 Million Net Loss in Third Quarter
PRECISION SPLICING: Mark Dennis Named Subchapter V Trustee
PRESSURE BIOSCIENCES: Announces Delay in Q3 Form 10-Q Filing
PROTECH FIRE: Hires SEP Holding Company, LLC as Brokers
QUANERGY SYSTEMS: Court Approves and Confirms Plan
QUANERGY SYSTEMS: Unsecureds Get Remaining Cash Proceeds
REAL BRANDS: Announces Delay in Q3 Form 10-Q Filing
RENALYTIX PLC: Incurs $10.2 Million Net Loss in First Quarter
RETAILING ENTERPRISES: Creditors Committee Says Plan Not Feasible
ROSAMOND 5: Court Confirms Consensual Plan
ROY BLACKWELL: Hires Harris Shelton Hanover as Special Counsel
RUBY-GORDON INC: Case Summary & 20 Largest Unsecured Creditors
SALISH COAST: U.S. Trustee Unable to Appoint Committee
SEATTLE SOLUTIONS: Wins Cash Collateral Access on Final Basis
SOFT SURROUNDINGS: SSG Served as Investment Banker in Asset Sale
SONAVATION INC: Dec. 13 Hearing on Disclosure Statement
SORRENTO THERAPEUTICS: Wants to Bar Bid for Judge Relationship Info
SOUTHERN DRILL: Wins Cash Collateral Access on Final Basis
SOUTHERN LAND: Michael Abelow Named Subchapter V Trustee
SPENDMEND LLC: Goldman Sachs Marks $276,000 Loan at 60% Off
SPI ENERGY: Incurs $1.9 Million Net Loss in Third Quarter
SPIRIT AIRLINES: Moody's Lowers CFR to 'Caa1', Outlook Negative
SRPC PROPERTIES: Seeks to Hire Keller Williams as Broker
STARCOMPLIANCE INTERMEDIATE: $2.5MM GS BDC Loan Trades at 42% Off
STARR CLEANING: Hires Allan D. NewDelman P.C. as Counsel
SUN PACIFIC: Delays Filing of Q3 Form 10-Q Report
TECHNICAL ORDNANCE: Sets Dec. 18 Plan Confirmation Hearing
TENTRR INC: DIP Lenders Up Loan Commitment to $2.35MM
TIMBER PHARMACEUTICALS: Q3 Report Delayed, Has Going Concern Doubt
TRIMONT ENERGY: Hires Chaffe & Associates as Financial Advisor
TRIMONT ENERGY: Hires Heller Draper & Horn as Counsel
TV AZTECA: Mediation Ends Without Deal on Notes
TV AZTECA: Wins Dismissal of Involuntary Chapter 11 Cases
UNIVERSAL SOLAR: Taps Concierge Consulting as Accountant
UNIVERSITY SQUARE: Seeks $185,000 DIP Loan from UMB Bank
UPHEALTH HOLDINGS: Riva Ridge, 2025 Noteholders Disclose Holdings
VI ACQUISITION: Co-Receivers to Auction Tax Assets
VOYAGER AVIATION: Can't Escape Default Interest, MUFG Lenders Say
WAYFORTH LLC: Wins Cash Collateral Access on Final Basis
WESTERN URANIUM: Announces Delay in Q3 Form 10-Q Filing
WESTLAKE SURGICAL: Committee Hires White & Case LLP as Counsel
WESTLAKE SURGICAL: Husch Blackwell Represents Multiple Creditors
WEWORK INC: Davis Polk & Greenberg Represent the Ad Hoc Group
WEWORK INC: U.S. Trustee Appoints Creditors' Committee
YELLOW CORP: Jack Cooper Pushes to Cancel Auction
ZAIRY ATS: Wins Interim Cash Collateral Access
ZARYA INTERMEDIATE: Goldman Sachs Marks $7.9MM Loan at 58% Off
ZODIAC INTERMEDIATE: Goldman Sachs Marks $50.2MM Loan at 39% Off
ZODIAC INTERMEDIATE: Goldman Sachs Marks $7.5MM Loan at 39% Off
[] Weil, Gotshal & Manges Elects 16 New Partners
*********
100 CHRISTOPHER: Hires Jaspan Schlesinger as Special Counsel
------------------------------------------------------------
100 Christopher Street Propco LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ Jaspan
Schlesinger Narendran LLP as special counsel.
The firm's services include:
a. providing the Debtor with legal counsel regarding the sale of
the Debtor's real property located at 100 Christopher Street, New
York, New York 10004;
b. preparing on behalf of the Debtor all necessary legal
documents which may be required for the sale of the Property; and
c. performing such other legal services for the Debtor as
required to complete the sale of the Property.
The firm will be paid at the rate of $375 per hour for partners,
$300 for associates, and $200 for paralegals.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Stephen P. Epstein, Esq., a partner at Jaspan Schlesinger Narendran
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:
Stephen P. Epstein, Esq.
JASPAN SCHLESINGER NARENDRAN LLP
300 Garden City Plaza
Garden City, NY 11530
Tel: (516) 746-8000
Fax: (516) 393-8282
About 100 Christopher Street Propco LLC
100 Christopher Street Propco LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is
the owner of real property located at 100 Christopher Street, New
York, valued at $30.02 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11542) on September
27, 2023. In the petition signed by Patrick McCann, vice president,
the Debtor disclosed up to $30,020,000 in assets and $20,188,718 in
total liabilities.
Judge Philip Bentley oversees the case.
Mark Frankel, Esq., at Backenroth Frankel & Krinsky, LLP,
represents the Debtor as legal counsel.
100 CHRISTOPHER: Hires MCG Capital Group as Real Estate Broker
--------------------------------------------------------------
100 Christopher Street Propco LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Meridian Capital Group, LLC as real estate broker.
The firm will market and sell the Debtor's real property located at
100 Christopher Street, New York, NY.
The firm will be paid a commission of 1 percent of the sales
price.
David Schechtman, a senior executive managing director at Meridian
Capital Group, LLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
David Schechtman
Meridian Capital Group, LLC
One Battery Park Plaza
New York, NY 10004
Tel: (212) 972-3600
About 100 Christopher Street Propco LLC
100 Christopher Street Propco LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is
the owner of real property located at 100 Christopher Street, New
York, valued at $30.02 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11542) on September
27, 2023. In the petition signed by Patrick McCann, vice president,
the Debtor disclosed up to $30,020,000 in assets and $20,188,718 in
total liabilities.
Judge Philip Bentley oversees the case.
Mark Frankel, Esq., at Backenroth Frankel & Krinsky, LLP,
represents the Debtor as legal counsel.
1600 HICKS: Unsecureds Owed $15K to Get 100% of Claims
------------------------------------------------------
1600 Hicks Road, LLC, submitted a Third Amended Plan of
Reorganization.
Under the Plan, Class IV consists of all other General Unsecured
Claims, other than the claims of insiders in Class VI. The total
amount of these claims is $15,057. These claims will receive a 100%
distribution, in equal quarterly payments commencing on the first
day of the calendar quarter following the Effective Date of the
Plan, and continuing for five years. The quarterly payment on all
claims in this class will be approximately $752.85/quarter.
Payment to General Unsecured Creditors: The Debtor will make
monthly deposits to a distribution account, commencing on the first
day of the calendar month following the Effective Date, to be
distributed monthly to EH National Bank and to ITSS Group
Corporation, the sole member of Class IV. The total monthly deposit
will be approximately $25,960.
The Debtor will make a pro rata distribution to all creditors with
allowed general unsecured claims from the distribution account,
directly to general unsecured creditors for the term of the Plan.
Each quarterly payment will be made immediately upon deposit and
clearing of the Debtor's final monthly deposit, for each quarter,
to the distribution account.
All payments by the Debtor under this Plan will be funded by Exotic
Motors, Inc., which is the sole tenant of the Debtor, and which is
liable as a co-debtor for guaranty liability to EH National Bank.
Exotic Motors, Inc., will pay rent in the amount of
$30,000.00/month, less a credit for the monthly payment due from
the Debtor to Exotic Motors, Inc., on its secured claim, in the
amount of $3,489.35/month, for a net payment of $26,510.65 by
Exotic Motors, Inc. to the Debtor, which will be sufficient to fund
the Debtor's payments to EH National Bank and ITSS Group
Corporation. The rental payment by Exotic Motors, Inc., will
commence at the beginning of the lease, according to terms of the
lease.
Counsel for the Debtor:
David P. Lloyd, Esq.
DAVID P. LLOYD, LTD.
615B S. LaGrange Rd.
LaGrange, IL 60525
Tel: (708) 937-1264
Fax: (708) 937-1265
A copy of the Disclosure Statement dated November 3, 2023, is
available at https://tinyurl.ph/IZVxF from PacerMonitor.com.
About 1600 Hicks Road
Rolling Meadows, Ill.-based 1600 Hicks Road, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
22-13205) on Nov. 14, 2022. Anam Qadri, partner, signed the
petition. At the time of the filing, the Debtor disclosed total
assets of $1,930,100 and total liabilities of $2,700,000.
Judge David D. Cleary oversees the case.
David P. Lloyd, Esq., at David P. Lloyd, Ltd., is the Debtor's
counsel.
316-318 GUILFORD: Case Summary & One Unsecured Creditor
-------------------------------------------------------
Debtor: 316-318 Guilford Avenue, LLC
3807 Barrington Road
Baltimore, MD 21215
Business Description: 316-318 Guilford is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: November 21, 2023
Court: United States Bankruptcy Court
District of Maryland
Case No.: 23-18476
Debtor's Counsel: Stephen L. Prevas, Esq.
PREVAS AND PREVAS
309 North Charles Street
Suite 200
Baltimore, MD 21201
Tel: 410-752-2340
Fax: 410-332-0474
E-mail: prevasandprevas@verizon.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Larry Young as member.
The Debtor listed Maryland Commerical Ventures, LLC as its sole
unsecured creditor holding a claim of $100,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/F7Y27EQ/316-318_Guilford_Avenue_LLC__mdbke-23-18476__0001.0.pdf?mcid=tGE4TAMA
40 & HOLDING: Gen. Unsecureds Owed $615K to Get $15K
----------------------------------------------------
40 & Holding, LLC, submitted a Chapter 11 Plan and a Disclosure
Statement.
The Debtor is a North Carolina limited liability company which
operates a pub in downtown Raleigh, North Carolina, under the name
London Bridge Pub. The Debtor filed Chapter 11 to continue
operations and pay as much of its debt as is feasible.
The Debtor filed its Schedules on June 23, 2023, and listed assets
of $71,400 and debts of $573,231.
Class 6 Allowed Small Unsecured Claims are comprised of all Allowed
Claims each under $2,000. Class 6 Claims will be paid in full 18
months after the Effective Date. No interest shall be paid to
Class 6. The Debtor estimates that Class 6 claims shall total
$3,707.
Class 7 Allowed General Unsecured Claims are comprised of the
Allowed Claims not treated elsewhere in the Plan. Class 7 Claims
will be paid $250 per month for 60 months, for a total of $15,000,
with the first payment being due on the first day of the first
month following the Effective Date. The Debtor estimates that
Class 7 claims currently total $615,000, but that this number will
be reduced during the claim objection process.
Counsel for the Debtor:
William P. Janvier, Esq.
STEVENS MARTIN VAUGHN & TADYCH, PLLC
2225 W. Millbrook Rd.
Raleigh, NC 27612
Tel: (919) 582-2323
A copy of the Disclosure Statement dated November 3, 2023, is
available at https://tinyurl.ph/noVnp from PacerMonitor.com.
About 40 & Holding
40 & Holding LLC is a pub serving food, beverages, and alcoholic
beverages, located in downtown Raleigh. London Bridge also hosts
special events in the pub, such as open mic nights, DJ
performances, karaoke, and broadcasts soccer games for its
clientele.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01637) on June 13,
2023. In the petition signed by Michael A. Ruiz, owner/member, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Joseph N. Callaway oversees the case.
Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC,
is the Debtor's legal counsel.
AERKOMM INC: Delays Filing of Third Quarter Form 10-Q
-----------------------------------------------------
Aerkomm Inc. filed a Notification of Late Filing on Form 12b-25
with the Securities and Exchange Commission with respect to its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2023.
The Company has not finalized its financial statements for the
quarter ended Sept. 30, 2023. As a result, the Company was unable
to file its Form 10-Q within the prescribed time period without
unreasonable effort or expense. The Company anticipates that it
will file the Form 10-Q within the five-day grace period provided
by Exchange Act Rule 12b-25.
About Aerkomm
Headquartered in Nevada, USA, Aerkomm Inc. --
http://www.aerkomm.com-- is a full-service development stage
provider of in-flight entertainment and connectivity (IFEC)
solutions, intended to provide airline passengers with a broadband
in-flight experience that encompasses a wide range of service
options. Those options include Wi-Fi, cellular, movies, gaming,
live TV, and music. The Company plans to offer these core
services, which it is currently still developing, through both
built-in in-flight entertainment systems, such as a seat-back
display, as well as on passengers' own personal devices.
Aerkomm reported a net loss of $11.88 million in 2022, a net loss
of $9.38 million in 2021, a net loss of $9.11 million in 2020, a
net loss of $7.98 million in 2019, and a net loss of $8.15 million
in 2018. As of June 30, 2023, the Company had $70.15 million in
total assets, $50.22 million in total liabilities, and $19.93
million in total stockholders' equity.
AKRON REBAR: Unsecureds to Get Nothing in Liquidating Plan
----------------------------------------------------------
This is the Plan of Liquidation under Chapter 11 of the Bankruptcy
Code proposed by Sentinel Intelligence Group LLC bearing Case No.
23-50625.
Class 1 Secured Claims of the Small Business Administration are
impaired. The SBA is owed $496,377 -- following the carve-out and
payment of Professional Fee Claims, subject
to Bankruptcy Court approval, the SBA will be paid from available
funds on the Effective Date in the projected amount of $476,689.
Under the Plan, Class 2 consists General Unsecured Claims. Because
the Allowed Claim of the SBA will not be paid in full, there will
be no distribution to any Allowed Claims in this Class under the
Plan. Because there will be no distribution to holders of Allowed
Claims in this Class, this Class is not entitled to vote on the
Plan. Class 2 is impaired.
To fund payments under this Plan, the Debtor will distribute its
remaining assets which consist of sale proceeds received from the
sale of real property in the amount of $509,189.62 Based on the
estimates of the Debtor and its professionals, the Debtor expects
to have adequate capitalization to fund all obligations committed
to under this Plan.
Counsel for the Debtor:
Peter G. Tsarnas, Esq.
GERTZ & ROSEN, LTD.
159 S. Main Street, Suite 400
Akron, OH 44308
Tel: (330) 255-0735
Fax: (330) 932-2367
E-mail: ptsarnas@gertzrosen.com
A copy of the Plan of Liquidation dated November 3, 2023, is
available at https://tinyurl.ph/MWBrh from PacerMonitor.com.
About Akron Rebar Co.
Akron Rebar Co. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-50624) on May 4,
2023. In the petition signed by Michael B. Humphrey, Sr., vice
president and secretary, the Debtor disclosed up to $1 million in
assets and up to $10 million in liabilities.
Judge Alan M. Koschik oversees the case.
Peter G. Tsarnas, Esq., at Gertz & Rosen, Ltd., is the Debtor's
legal counsel.
ALL STAR GLASS: Court OKs Deal on Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
All Star Glass, LLC to use cash collateral on an interim basis in
accordance with its agreement with the U.S. Small Business
Administration.
As previously reported by the Troubled Company Reporter, the SBA
claims a lien on all of the Debtor's inventory and accounts. On
November 2, 2021, the Debtor received a Disaster COVID-19 Economic
Injury Loan from the SBA where the SBA loaned $500,000 to the
Debtor. On or about March 7, 2022, the Loan was amended and the
loan was increased to $1.250 million. In exchange for the loan, the
Debtor gave the SBA essentially a blanket lien which includes the
Debtor's inventory, equipment, accounts and general intangibles.
Payments on the loan are due to start within twenty-four months of
the initial loan date. The monthly payments will be $6,393 once
they commence in November 2023.
A search of the Uniform Commercial Code records at the Secretary of
State's Office reflects tax liens. The tax liens have been
released.
The parties agreed that the Debtor may use cash collateral through
and including November 30, 2023.
A copy of the order is available at https://urlcurt.com/u?l=lC9HC0
from PacerMonitor.com.
About All Star Glass, LLC
All Star Glass, LLC is a privately held commercial & residential
glass company. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14377) on
September 27, 2023. In the petition signed by William R. Glover,
member, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Judge Micahel E. Romero oversees the case.
Bonnie Bell Bond, Esq., at Law Office of Bonnie Bell Bond,
represents the Debtor as legal counsel.
AMERICAN PHYSICIAN: Committee Hires Force Ten as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of American Physician
Partners, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Force Ten Partners LLC as financial
advisor.
The firm's services include:
a. becoming familiar with and analyzing the Debtors' cash
collateral budgets, assets and liabilities, and overall financial
condition;
b. reviewing financial and operational information furnished
by the Debtors;
c. analyzing current litigation and the impact of same on
creditors' recoveries;
d. scrutinizing the economic terms of various agreements,
including, but not limited to, the Debtors' various professional
retentions;
e. reviewing the Debtors' various pleadings and assessing the
proposed treatment of unsecured claims therefrom;
f. assisting the Committee in identifying, valuing, and
pursuing estate causes of action, including, but not limited to,
relating to prepetition transactions, control person liability, and
lender liability;
g. assisting the Committee in investigating whether any
unencumbered assets of the Debtors exist;
h. preparing, or reviewing as applicable, avoidance action and
claim analyses;
i. assisting the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules or assets and liabilities, and monthly operating
reports;
j. reviewing and providing analysis of any proposed disclosure
statement and chapter 11 plan
k. advising the Committee in negotiations with the Debtors and
third parties, as necessary;
l. participating as a witness in hearings before the Court with
respect to matters upon which Force 10 has provided advice; and
m. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Force 10.
The firm will be paid at these rates:
Partners $795 to 950 per hour
Directors / Managing Directors $550 to 695
Associates / VPs $425 to 550
Analysts $255 to 395
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Edward Kim, a partner at Force Ten Partners LLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Edward Kim
Force Ten Partners, LLC
5271 California Ave., Suite 270
Irvine, CA 92617
Telephone: (949) 357-2360
Email: ekim@force10partners.com
About American Physician Partners, LLC
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 U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-11469) on Sept. 18, 2023. In the petition signed by
its chief restructuring officer, 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.
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Debtor's legal counsel.
AMERICAN SCREENING: Unsecureds to Get 100% in 60 Months
-------------------------------------------------------
American Screening, LLC, submitted a Second Amended Chapter 11 Plan
of Reorganization dated November 3, 2023.
With respect to treatment of claims, the Plan contemplates:
(1) All Allowed Administrative Claims shall be paid in full, in
Cash, on the Effective Date, or as otherwise agreed in writing
between the Debtor and any such administrative claimant agreeing to
a different treatment;
(2) Full payment of all Allowed Priority Claims of Governmental
Entities, if any, in Cash, through regular Monthly Plan Payments,
or as otherwise agreed in writing, together with interest at the
rate required by Bankruptcy Code section 511 or, if applicable, the
rate authorized by Louisiana law, over a period through the fifth
anniversary of the Petition Date;
(3) Full payment, in Cash, of all Allowed Non-Governmental
Priority Claims, if any, on the Effective Date;
(4) Full payment of all Allowed Secured Claims of Governmental
Entities, if any, in Cash, through regular Monthly Plan Payments,
or as otherwise agreed in writing, together with interest at the
rate required by Bankruptcy Code section 511 or, if applicable, the
rate authorized by Louisiana law, over a period through the fifth
anniversary of the Petition Date;
(5) Full payment of the Allowed Secured Claims of First Horizon
Bank ("FHB"), in Cash, through reinstatement, deacceleration, cure
of any and all pre-Petition Date economic defaults on the Effective
Date, including payment of all unpaid pre-Petition Date and
post-Petition Date interest, and any unpaid and reasonable fees,
costs, and charges provided for under the FHB Loan Documents as of
the Effective Date, and thereafter full and timely performance by
the Reorganized Debtor (and each co-borrower) of the obligations to
FHB under the FHB Loan Documents, which are to remain enforceable
and effective; provided, however, so long as the Debtor cures all
economic defaults thereunder on the Effective Date, no event of
default thereunder shall be deemed to have occurred prior to the
Effective Date by reason of the commencement of the Bankruptcy Case
or by any failure to make any payment due prior to the Effective
Date; and further provided, that no event of default shall be
deemed to occur after the Effective Date based upon the existence
of the Bankruptcy Case and the Plan. FHB will retain all liens
until its Allowed Secured Claims are paid in full. To the extent
there is a post-Effective Date default in payment to FHB under the
Plan, then all rights and remedies are in effect as set forth in
the pre-Petition Date FHB Loan Documents and there is no further
obligation by FHB to move for relief from any remaining stay or
injunction under the Plan and/or the Confirmation Order;
(6) Full payment of the Allowed Secured Claim of Ally Bank, in
Cash, through reinstatement, deacceleration, cure of any and all
pre-Petition Date economic defaults on the Effective Date,
including payment of all unpaid pre-Petition Date and post-Petition
Date interest, and any unpaid and reasonable fees, costs, and
charges provided for under the Ally Bank Loan Documents as of the
Effective Date, and thereafter full and timely performance by the
Reorganized Debtor of the obligations to Ally Bank under the Ally
Bank Loan Documents, which are to remain enforceable and effective;
provided, however, so long as the Debtor cures all economic
defaults thereunder on the Effective Date, no event of default
thereunder shall be deemed to have occurred prior to the Effective
Date by reason of the commencement of the Bankruptcy Case or by any
failure to make any payment due prior to the Effective Date; and
further provided, that no event of default shall be deemed to occur
after the Effective Date based upon the existence of the Bankruptcy
Case and the Plan. Ally Bank will retain all liens until its
Allowed Secured Claim is paid in full. To the extent there is a
post-Effective Date default in payment to Ally Bank under the Plan,
then all rights and remedies are in effect as set forth in the
pre-Petition Date Ally Bank Loan Documents and there is no further
obligation by Ally Bank to move for relief from any remaining stay
or injunction under the Plan and/or the Confirmation Order;
(7) Full payment of the Allowed Secured Claims of First Citizens
Bank & Trust Company ("First Citizens"), in Cash, through
reinstatement, deacceleration, cure of any and all pre-Petition
Date economic defaults on the Effective Date, including payment of
all unpaid pre-Petition Date and post-Petition Date interest, and
any unpaid and reasonable fees, costs, and charges provided for
under the First Citizens Bank Loan Documents as of the Effective
Date, and thereafter full and timely performance by the Reorganized
Debtor of the obligations to First Citizens under the First
Citizens Bank Loan Documents, which are to remain enforceable and
effective; provided, however, so long as the Debtor cures all
economic defaults thereunder on the Effective Date, no event of
default thereunder shall be deemed to have occurred prior to the
Effective Date by reason of the commencement of the Bankruptcy Case
or by any failure to make any payment due prior to the Effective
Date; and further provided, that no event of default shall be
deemed to occur after the Effective Date based upon the existence
of the Bankruptcy Case and the Plan. First Citizens will retain all
liens until its Allowed Secured Claims are paid in full. To the
extent there is a post-Effective Date default in payment to First
Citizens Bank under the Plan, then all rights and remedies are in
effect as set forth in the pre-Petition Date First Citizens Bank
Loan Documents and there is no further obligation by First Citizens
to move for relief from any remaining stay or injunction under the
Plan and/or the Confirmation Order;
(8) Full payment of the Allowed Secured Claim of the United
States Small Business Administration ("SBA"), in Cash, through
reinstatement, deacceleration, cure of any and all pre-Petition
Date economic defaults on the Effective Date, including payment of
all unpaid pre-Petition Date and post-Petition Date interest, and
any unpaid and reasonable fees, costs, and charges provided for
under the SBA Bank Loan Documents as of the Effective Date, and
thereafter full and timely performance by the Reorganized Debtor of
the obligations to the SBA under the SBA Loan Documents, which are
to remain enforceable and effective; provided, however, so long as
the Debtor cures all economic defaults thereunder on the Effective
Date, no event of default thereunder shall be deemed to have
occurred prior to the Effective Date by reason of the commencement
of the Bankruptcy Case or by any failure to make any payment due
prior to the Effective Date; and further provided, that no event of
default shall be deemed to occur after the Effective Date based
upon the existence of the Bankruptcy Case and the Plan. The SBA
will retain all liens until its Allowed Secured Claim is paid in
full. To the extent there is a post-Effective Date default in
payment to the SBA under the Plan, then all rights and remedies are
in effect as set forth in the SBA Loan Documents and there is no
further obligation by the SBA to move for relief from any remaining
stay or injunction under the Plan and/or the Confirmation Order;
(9) Full payment of the Allowed Secured Claim of the Chase Bank,
in Cash, through reinstatement, deacceleration, cure of any and all
pre-Petition Date economic defaults on the Effective Date,
including payment of all unpaid pre-Petition Date and post-Petition
Date interest, and any unpaid and reasonable fees, costs, and
charges provided for under the Chase Bank Loan Documents as of the
Effective Date, and thereafter full and timely performance by the
Reorganized Debtor of the obligations to Chase Bank under the Chase
Bank Loan Documents, which are to remain enforceable and effective;
provided, however, so long as the Debtor cures all economic
defaults thereunder on the Effective Date, no event of default
thereunder shall be deemed to have occurred prior to the Effective
Date by reason of the commencement of the Bankruptcy Case or by any
failure to make any payment due prior to the Effective Date; and
further provided, that no event of default shall be deemed to occur
after the Effective Date based upon the existence of the Bankruptcy
Case and the Plan. Chase Bank will retain all liens until its
Allowed Secured Claim is paid in full. To the extent there is a
post-Effective Date default in payment to Chase Bank under the
Plan, then all rights and remedies are in effect as set forth in
the Chase Bank Loan Documents and there is no further obligation by
Chase Bank to move for relief from any remaining stay or injunction
under the Plan and/or the Confirmation Order;
(10) Full payment of the Allowed General Unsecured Non-Insider
Claims through 60 regular Monthly Plan Payments commencing on the
Effective Date and continuing on the first business day of each
month thereafter until such Allowed General Unsecured Non-Insider
Claims are paid in full;
(11) Payment of the Allowed FTC Judgment Claim through the FTC
Claim Treatment contained in Article IV of the Plan;
(12) Full payment of the Allowed Insider Claims commencing only
upon payment in full of all senior Classes of Allowed Priority and
Non-Priority Non-Insider Unsecured Claims under the Plan, and
provided that there is no pending Default under the Plan;
(12) The Pre-Petition Membership Interest of R. Kilgarlin in the
Debtor shall be preserved; provided, however, that R. Kilgarlin
shall receive no payments, dividends, or distributions, solely on
account of R. Kilgarlin's Pre-Petition Membership Interest in the
Debtor unless and until all Allowed Claims in Classes 9 and 10 are
paid in full; and
(13) Following the Effective Date, the Reorganized Debtor will
object, as needed, to Proofs of Claim (and shall continue any
objections to Proofs of Claim filed by the Debtor in Possession),
shall litigate (and continue any litigation commenced by the Debtor
in Possession) all Causes of Action, including any Avoidance
Actions, and shall make the distributions required by this Plan.
Under the Plan, holders of Class 9 Allowed General Unsecured
Non-Insider Claims will be paid in full by the Reorganized Debtor
through 60 regular Monthly Plan Payments commencing on the
Effective Date and continuing on the first business day of each
month thereafter until such Allowed General Unsecured Vendor and
Supplier Claims are paid in full. Class 9 is impaired.
Holders of Class 11 Allowed General Unsecured Insider Claims will
be paid in full by the Reorganized Debtor commencing only upon
payment in full of all senior Classes of Allowed Priority and
Non-Priority Unsecured Claims under the Plan. For avoidance of all
doubt, no payments shall be made on account of such Insider Claims
until the Reorganized Debtor has fully performed its obligations to
Classes 9 and 10 under the Plan. The following are Insiders for
purposes of Class 11: RK Giving, LLC, R. Kilgarlin, Shawn
Kilgarlin, Cody A. Kilgarlin, and Carmen R. Feinberg. Class 11 is
impaired.
Plan Payments will be made from Cash on Hand on the Effective Date
and Earnings of the Debtor during the Plan Period.
Attorney for the Debtor:
Kell C. Mercer, Esq.
KELL C. MERCER PC
901 S Mopac Expy. Bldg. 1 Ste 300
Austin, TX 78746
Tel: (512) 767-3214
E-mail: Kell.Mercer@mercer-law-pc.com
A copy of the Plan of Reorganization dated November 3, 2023, is
available at https://tinyurl.ph/PxMGH from PacerMonitor.com.
About American Screening
American Screening, LLC, is an ISO 13485 Certified distributor of
rapid drug and alcohol tests, infectious disease tests, and cardiac
tests, and supplies to the United States, South America, Asia,
Africa, Europe, and Australia. ASC leases its corporate office and
warehouse space from an affiliated nondebtor, Kilgarlin Holdings,
LLC.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. La. Case No. 23-10350) on April 7,
2023. In the petition signed by Ronald Kilgarlin, Jr., managing
member, the Debtor disclosed up to $9,100,921 in assets and up to
$27,251,799 in liabilities.
Judge John S. Hodge oversees the case.
Kell C. Mercer, Esq., at Kell C. Mercer, P.C, is the Debtor's legal
counsel.
ANAGRAM HOLDINGS: Milbank & Norton Rose Represent Ad Hoc Group
--------------------------------------------------------------
The law firms Milbank LLP and Norton Rose Fulbright US LLP filed a
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure to disclose that in the Chapter 11 cases of
Anagram Holdings, LLC, et al., the firms represent the Ad Hoc
Group.
The Ad Hoc Group members are:
* certain holders of, or investment advisors, sub-advisors, or
managers of discretionary accounts or funds that are holders of,
claims against Anagram Holdings, LLC or its subsidiaries
(collectively, the "Debtors"), including (i) first lien notes
("First Lien Notes") issued pursuant to that certain Indenture for
15.00% PIK/Cash Senior Secured First Lien Notes due 2025, dated as
of July 30, 2020 (as amended, amended and restated, supplemented or
otherwise modified from time to time), by and among Anagram
Holdings, LLC and Anagram International, Inc., as issuers, Anagram
International Holdings, Inc., as guarantor, and Computershare Trust
Company, National Association, as successor to Ankura Trust
Company, LLC, as trustee and collateral trustee,
* second lien notes ("Second Lien Notes") issued pursuant to
that certain Indenture for 110.00% PIK/Cash Senior Secured Second
Lien Notes due 2026, dated as of July 30, 2020 (as amended, amended
and restated, supplemented or otherwise modified from time to
time), by and among Anagram Holdings, LLC and Anagram
International, Inc., as issuers, Anagram International Holdings,
Inc., as guarantor, and Wilmington Savings Fund Society, FSB, as
successor to Ankura Trust Company, LLC, as trustee, collateral
trustee securities custodian, registrar, and paying agent, and
* notes ("DIP Notes") issued pursuant to that certain
Indenture for Senior Secured Superpriority Debtor-In-Possession
Notes due 2024, dated as of November 14, 2023 (as amended, amended
and restated, supplemented or otherwise modified from time to
time), by and among Anagram Holdings, LLC and Anagram
International, Inc., as DIP issuers, Anagram International
Holdings, Inc., as DIP guarantor, and GLAS Trust Company LLC, as
DIP trustee and collateral agent.
Counsel represents only the Ad Hoc Group and does not represent or
purport to represent any entities other than the Ad Hoc Group in
connection with the Debtors' cases. In addition, the Ad Hoc Group
does not represent or purport to represent any other entities in
connection with these cases. Counsel does not represent or purport
to represent any of the members of the Ad Hoc Group in their
individual capacities.
The members of the Ad Hoc Group have indicated to Counsel that they
hold, or act as investment advisors, sub-advisors, or managers of
discretionary accounts or funds that hold, disclosable economic
interests in relation to the Debtors.
The members Ad Hoc Group holds an aggregate $122,083,523 of the
First Lien Notes, $59,607,023 of the Second Lien Notes, and
$9,735,491 of the DIP Notes. As of Nov. 14, 2023, the members of
the Ad Hoc Group and their disclosable economic interests are:
1. Barings LLC
300 South Tryon Street, Suite 2500
Charlotte, NC 28202
* $45,821,625 of First Lien Notes
* N/A of Second Lien Notes
* $3,654,023 of DIP Notes
2. Cetus Capital, LLC
8 Sound Shore Drive, Suite 303,
Greenwich CT 06830
* $19,197,220 of First Lien Notes
* $16,161,724 of Second Lien Notes
* $1,530,873 of DIP Notes
3. Lynstone SSF Holdings S.à r.l.
c/o The GSS Group of JPMorgan Asset Management
60 Victoria Embankment,
London EC4Y 0JP, UK
* $30,077,856 of First Lien Notes
* $23,110,859 of Second Lien Notes
* $2,398,544 of DIP Notes
4. Neuberger Berman Investment Advisors LLC
1290 Avenue of the Americas
New York, NY 10104
* $26,986,822 of First Lien Notes
* $20,334,440 of Second Lien Notes
* $2,152,051 of DIP Notes
Counsel for the Ad Hoc Group:
Jason L. Boland, Esq.
Bob B. Bruner, Esq.
Maria Mokrzycka, Esq.
NORTON ROSE FULBRIGHT US LLP
1301 McKinney Street, Suite 5100
Houston, Texas 77010
Telephone: (713) 651-5151
Facsimile: (713) 651-5246
Email: jason.boland@nortonrosefulbright.com
Email: bob.bruner@nortonrosefulbright.com
Email: maria.mokrzycka@nortonrosefulbright.com
-and-
Abhilash M. Raval, Esq.
Matthew L. Brod, Esq.
Justin G. Cunningham, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001-2163
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: araval@milbank.com
Email: mbrod@milbank.com
Email: jcunnin1@milbank.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.
APPLIED MACHINERY: Iron Horse to Auction Telehandlers, Trucks
-------------------------------------------------------------
Iron Horse Auction Company will hold an online bankruptcy auction
from November 22 at 8:00 a.m. to November 30 at 12:00 p.m. for
Applied Machinery Rentals Merlo telehandlers and concrete trucks.
The item location is at 1205 Galleria Blvd Rock Hill, South
Carolina.
For more information contact Iron Horse Company at 910-997-2248 or
e-mail at info@ironhorseauction.com
ARCIMOTO INC: Needs More Time to Complete Quarterly Report
----------------------------------------------------------
Arcimoto, Inc. filed with the Securities and Exchange Commission a
Notification of Late Filing on Form 12b-25 with respect to its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2023.
Arcimoto has determined that it is unable, without unreasonable
effort or expense, to file its Quarterly Report by the prescribed
due date because it is in the process of preparing the financial
statements for the quarter ended Sept. 30, 2023 and will need
additional time to complete such financial statements. The Company
anticipates that it will file its Form 10-Q within the five-day
grace period provided by Rule 12b-25 of the Securities Exchange Act
of 1934, as amended.
About Arcimoto Inc.
Based in Eugene, Oregon, Arcimoto, Inc. -- http://arcimoto.com--
designs and manufactures electric vehicles. Built on the
revolutionary three-wheel Arcimoto Platform, its vehicles are
purpose-built for daily driving, local delivery, and emergency
response, all at a fraction of the cost and environmental impact of
traditional gas-powered vehicles.
Arcimoto reported a net loss of $62.88 million in 2022 following a
net loss of $47.56 million in 2021.
Portland, Oregon-based Deloitte & Touche LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 14, 2023, citing that the Company has incurred
significant losses and does not have sufficient cash on hand to
meet its obligations as they come due, which raises substantial
doubt about its ability to continue as a going concern.
ARIAAZ LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: ARIAAZ LLC
555 Madison Avenue
Lakewood, NJ 08701
Chapter 11 Petition Date: November 21, 2023
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 23-20870
Debtor's Counsel: Geoffrey P. Neumann, Esq.
Timothy P. Neumann, Esq.
BROEGE NEUMANN FISCHER SHAVER LLC
25 Abe Voorhees Drive
Manasquan, NJ 08736
Tel: (732) 228-8484X212
E-mail: geoff.neumann@gmail.com
timothy.neumann25@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph Novoseller as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7EQBM2Q/ARUAAZM_KKC__njbke-23-20870__0001.0.pdf?mcid=tGE4TAMA
ATI INC: Moody's Upgrades CFR to 'Ba3' & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded ATI Inc.'s Corporate Family
Rating to Ba3 from B1, its Probability of Default Rating to Ba3-PD
from B1-PD, the rating on its senior unsecured notes to B1 from B2,
and the rating on its senior unsecured shelf to (P)B1 from (P)B2.
ATI's speculative grade liquidity rating was upgraded to SGL-1 from
SGL-2 to reflect its very good liquidity profile. Additionally,
Moody's upgraded Allegheny Ludlum, LLC's senior unsecured rating to
B1 from B2. The ratings outlook was changed to stable from
positive.
"The upgrade of ATI Inc.'s ratings reflects Moody's expectation
that its operating performance and credit metrics will continue to
strengthen over the next 12 to 18 months as it benefits from the
recovery in its key aerospace end market and market share gains.
It also incorporates Moody's expectation the company will use a
portion of its cash balance and future free cash flow to pay down
debt" said Michael Corelli, Moody's Senior Vice President and lead
analyst for ATI Inc.
RATINGS RATIONALE
ATI Inc.'s Ba3 corporate family rating reflects its moderate
leverage and adequate interest coverage and the expectation these
metrics will strengthen along with the company's operating
performance mainly due to the ongoing recovery in the commercial
aerospace market. ATI's rating also reflects its position as a
leading producer of specialty titanium and titanium alloys,
nickel-based alloys and super alloys serving a wide range of end
markets including aerospace and defense, energy, medical,
electronics, automotive and others. The company benefits from long
term agreements (LTA's) with many of its customers across the
airframe, aero engine, defense and medical markets. The rating also
incorporates its very good liquidity position which provides
support to its credit profile and enables it to navigate periods of
weakness in the aerospace sector and investments in working capital
as business recovers.
ATI's rating also incorporates the extreme historical volatility of
its operating performance and credit metrics which tend to track
the aerospace cycle as well as the risk of lower demand as
worldwide economic growth weakens. This was apparent in its Q2 and
Q3 2023 operating performance as weakness in some of its general
industrial end markets and lingering economic impacts associated
with the Asian precision rolled strip business tempered its
earnings growth.
ATI's operating performance will moderately improve in 2023 versus
the $612 million of Moody's adjusted EBITDA reported in 2022 as
softness in its general industrial end markets and lingering
economic impacts associated with the Asian precision rolled strip
business temper the strength in the aerospace and defense sector.
However, it will remain at a record high level and Moody's expect
earnings growth to accelerate beginning in Q4 2023 since the
aerospace and defense sector accounts for about 60% of its recent
revenues, and it is benefiting from market share gains, improved
pricing due to favorable competitive dynamics, an improved product
mix as lead times extend and share gains in titanium products as
the company restarts and expands capacity.
ATI is expected to generate free cash flow in 2024 but it will be
limited by elevated capital spending on growth initiatives and
investments in working capital. Capital investments along with
about $275 million in voluntary pension contributions and
annuitization payments resulted in cash consumption of around $200
million in 2023. Nevertheless, the company has maintained a very
good liquidity profile with a sizeable cash balance and now has an
overfunded pension plan.
ATI's credit metrics are expected to modestly weaken in the near
term as it's Moody's adjusted debt rises from the pension
transaction as the debt issued to fund the annuitization and
voluntary contributions was larger than the elimination of the
pension underfunding. Moody's anticipate its leverage ratio
(debt/EBITDA) will be around 3.7x and its interest coverage
(EBIT/Interest) about 3.9x as of December 2023. However, these
metrics should strengthen in 2024 along with its operating
performance and could benefit from potential debt reduction.
ATI's speculative grade liquidity rating of SGL-1 considers the
company's very good liquidity profile which consists of $433
million in cash and approximately $550 million of borrowing
availability on its $600 million asset-based lending credit
facility as of September 30, 2023. Availability was reduced by
$31.7 million of letters of credit issued and other reserves and
adjustments as the company had no outstanding borrowings. Moody's
expect ATI to maintain a very good liquidity profile and to
generate free cash flow in 2024, but anticipate a portion may be
used to support share repurchases.
The B1 rating on ATI's senior unsecured debt instruments reflects
the effective subordination of the unsecured debt relative to the
ABL facility and the term loan. The senior unsecured debt at
Allegheny Ludlum (guaranteed by ATI) has the same rating as the
senior unsecured debt at ATI given the high level of
interdependence between the operations. The instruments are also
considered to be at parity given the significantly higher asset
values of ATI relative to the asset value of Allegheny Ludlum and
the view that given the operating interdependence, ATI would
support Allegheny Ludlum.
The stable outlook incorporates Moody's expectation that ATI's
operating performance and credit metrics will strengthen over the
next 12 to 18 months and its credit metrics will be strong for its
rating. However, it also reflects the company's rising debt level
and the historical volatility of its operating results due to its
reliance on the highly cyclical aerospace and defense sector.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
ATI's rating could be upgraded if the company pays down its funded
debt and demonstrates the ability to sustain EBIT/interest above
4.0x, debt/EBITDA below 3.0x and retained cash flow of more than
20% of outstanding debt.
Downward rating pressure could materialize if ATI's adjusted
operating margin declines below 7%, retained cash flow is sustained
below 10% of outstanding debt or its leverage ratio is sustained
above 4.0x. The rating could also be downgraded if the company's
liquidity position materially deteriorates.
Headquartered in Dallas, Texas, ATI Inc. is a diversified producer
of components and specialty metals such as titanium and titanium
alloys, nickel-based alloys and specialty steel alloys. It sells
these products to the aerospace & defense, specialty energy,
electronics and medical sectors. For the twelve months ended
September 30, 2023 the company generated revenues of $4.1 billion.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
ATLAS CAPITAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Atlas Capital Investments, LLC
181 Devine Street
San Jose, CA 95110
Business Description: Atlas Capital is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101
(51B)).
Chapter 11 Petition Date: November 21, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-05269
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Email: All@tampaesq.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Lynne A. Bui as manager of Zephyr Asset
Management, LLC, Manager of the Debtor.
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/UVKMQRI/Atlas_Capital_Investments_LLC__flmbke-23-05269__0001.0.pdf?mcid=tGE4TAMA
ATTASHIAN ENTERPRISES: Hires Darby Law as Legal Counsel
-------------------------------------------------------
Attashian Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ Darby Law Practice Ltd.
as its bankruptcy counsel.
The firm will render these legal services:
(a) advise the Debtor of its rights, powers and duties in the
continued operation of business and management of its properties;
(b) take all necessary action to protect and preserve the
Debtor's estate;
(c) prepare legal papers;
(d) attend meetings and negotiations with the Subchapter 5
trustee, representatives of creditors, equity holders or
prospective investors or acquirers and other parties in interest;
(e) appear before the court, any appellate courts and the
Office of the United States Trustee to protect the interests of the
Debtor;
(f) pursue approval of confirmation of a plan of
reorganization and approval of the corresponding solicitation
procedures and disclosure statement; and
(g) perform all other necessary legal services.
The hourly rate for the firm's professionals is $500.
The Debtor paid the firm a retainer fee in the amount of $7,800.
Kevin Darby, Esq., an attorney at Darby Law Practice, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kevin A. Darby, Esq.
Darby Law Practice, Ltd.
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Tel: (775) 322-1237
Email: kevin@darbylawpractice.com
About Attashian Enterprises, LLC
Attashian Enterprises, LLC operates a transmission and auto repair
business in Reno, Nevada.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-50818) on November 1,
2023. In the petition signed by Pezant Peter Attashian, managing
member, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor
as legal counsel.
ATX NETWORKS: Goldman Sachs Marks $2.1M Loan at 21% Off
-------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $2,130,000 loan extended to
ATX Networks Corp.. to market at $1,683,000 or 79% of the
outstanding amount, as of September 30, 2023, according to Goldman
Sachs's Form 10-Q for the Quarterly period ended, September 30,
2023, filed with the Securities and Exchange Commission on November
7, 2023.
Goldman Sachs BDC, Inc is a participant in an Unsecured Debt
extended to ATX Networks Corp. The loan accrues interest at a rate
of 10.00% (10.00% PIK) per annum. The loan matures on September 1,
2028.
Goldman Sachs BDC classified the loan as a Non-income producing
security.
Goldman Sachs BDC, Inc. was initially established as Goldman Sachs
Liberty Harbor Capital, LLC, a single member Delaware limited
liability company, on September 26, 2012 and commenced operations
on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole
member. On March 29, 2013, the Company elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended. Effective April 1, 2013, the Company converted
from a SMLLC to a Delaware corporation.
In addition, the Company has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended, commencing with its taxable year ended
December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware
limited partnership and an affiliate of Goldman Sachs & Co. LLC, is
the investment adviser of the Company.
ATX Network Corp. provides cable networks. The Company offers
optical access, access networking, video processing, audio content
management, and media distribution services.
AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece
------------------------------------------------------------------
Ault Alliance, Inc. announced that its Board of Directors has
declared a monthly cash dividend of $0.2708333 per share of the
Company's outstanding 13.00% Series D Cumulative Redeemable
Perpetual Preferred Stock. The record date for this dividend is
Nov. 30, 2023, and the payment date is Monday, Dec. 11, 2023.
Link to NYSE quote for the Company's 13.00% Series D Cumulative
Redeemable Perpetual Preferred Stock:
https://www.nyse.com/quote/XASE:AULTpD
About Ault Alliance Inc.
Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly- and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which the Company mines Bitcoin, and provides mission-critical
products that support a diverse range of industries, including
crane services, oil exploration, defense/aerospace, industrial,
automotive, medical/biopharma, consumer electronics, hotel
operations and textiles. In addition, the Company extends credit
to select entrepreneurial businesses through a licensed lending
subsidiary.
Ault Alliance reported a net loss of $189.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $23.04 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company
had $526.91 million in total assets, $336.56 million in total
liabilities, and $190.34 million in total stockholders' equity.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has a working capital
deficiency, has incurred net losses and needs to raise additional
funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
AULT ALLIANCE: Falls Short of NYSE Minimum Bid Price Requirement
----------------------------------------------------------------
Ault Alliance, Inc. announced that it had received a deficiency
letter from the NYSE American LLC indicating that the Company is
not in compliance with the continued listing standards as set forth
in Section 1003(f)(v) of the NYSE American Company Guide.
Specifically, the Letter informed the Company that the Exchange has
determined that the shares of the Company's common stock have been
selling for a low price per share for a substantial period of time
and, pursuant to Section 1003(f)(v) of the Company Guide, the
Company's continued listing is predicated on the Company effecting
a reverse stock split of the Shares or otherwise demonstrating
sustained price improvement within a reasonable period of time,
which the Exchange determined to be no later than May 13, 2024.
The Company said it intends to closely monitor the price of its
common stock and consider available options if the Common Stock
does not trade at a consistent level likely to result in the
Company regaining compliance by May 13, 2024. The Company's
receipt of the Letter does not affect the Company's business,
operations or reporting requirements with the Securities and
Exchange Commission. The Company is actively engaged in
discussions with the Exchange and is developing plans to regain
compliance with the NYSE American's continued listing standards
within the cure period.
About Ault Alliance Inc.
Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly- and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which the Company mines Bitcoin, and provides mission-critical
products that support a diverse range of industries, including
crane services, oil exploration, defense/aerospace, industrial,
automotive, medical/biopharma, consumer electronics, hotel
operations and textiles. In addition, the Company extends credit
to select entrepreneurial businesses through a licensed lending
subsidiary.
Ault Alliance reported a net loss of $189.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $23.04 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company
had $526.91 million in total assets, $336.56 million in total
liabilities, and $190.34 million in total stockholders' equity.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has a working capital
deficiency, has incurred net losses and needs to raise additional
funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
AV RESIDENCE: Unsecureds to Get Share From Sale of Property
-----------------------------------------------------------
AV Residence, LLC, submitted a Proposed Combined Plan of
Reorganization and Disclosure Statement.
General unsecured creditors will receive a pro-rata share of a fund
comprised of the net proceeds of sale from 2741 Vallejo Street, San
Francisco, California 94123, after payment of all allowed secured
claims set forth in Classes 1(A)-1(F), and all other allowed costs
of sale, including but not limited to commissions, taxes, fees, and
escrow charges, which will be paid within 30 days after Debtor
receives the net proceeds of sale from escrow. Pro rata means the
entire amount of the fund divided by the entire amount owed to
creditors with allowed claims in this class. Creditors in this
class may not take any collection action against Debtor so long as
Debtor is not in material default under the Plan (defined in Part
6(c)). This class is impaired and is entitled to vote on
confirmation of the Plan.
A copy of the Combined Plan of Reorganization and Disclosure
Statement dated Nov. 3, 2023, is available at
https://tinyurl.ph/bxWgz from PacerMonitor.com.
About AV Residence
AV Residence, LLC, owns real estate located at 2741 Vallejo St.,
San Francisco, Calif.
AV Residence sought relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Cal. Case No. 23-30392) on June 19, 2023. In the
petition filed by its managing member, Hitesh Patel, the Debtor
reported total assets of $12,004,605 and total liabilities of
$10,159,017.
Judge Hannah L. Blumenstiel oversees the case.
The Debtor is represented by Brent D. Meyer, Esq., at Meyer Law
Group, LLP.
AVENTIV TECHNOLOGIES: Starts Refinancing Talks With Lenders
-----------------------------------------------------------
Erin Hudson and Reshmi Basu of Bloomberg News report that a group
of lenders to Platinum Equity's prison phone company Aventiv
Technologies LLC have signed confidentiality agreements to enter
into talks over terms to refinance its upcoming debt maturities,
according to people with knowledge of the matter.
There is also a cooperation agreement in place with lenders
participating in the talks, said the people who asked not to be
named because the matter is private.
Gibson, Dunn & Crutcher and Evercore Inc. are advising the
lenders.
About Aventive Technologies
Carrollton, Texas-based Aventiv Technologies LLC is a diversified
technology company that provides innovative solutions to customers
in the corrections and government services sectors. Aventiv is the
parent company to Securus Technologies and AllPaid, leading
providers of innovative products and services.
AVENUE DC: Seeks Interim Cash Collateral Access
-----------------------------------------------
The Avenue DC LLC asks the U.S. Bankruptcy Court for the District
of Columbia for authority to use the cash collateral of the U.S.
Small Business Administration and provide adequate protection.
The Debtor requires the use of cash collateral to pay ordinary and
necessary business expenses for the 14 day period following the
Petition Date, or such longer period approved by the Court.
The Debtor is currently in a dispute with the District of Columbia
Office of Tax and Revenue (OTR) over unpaid sales and use taxes.
The Debtor asserts that DC OTR has failed to properly credit it
with approximately $250,000 in sales and use tax payments.
Notwithstanding, the Debtor does acknowledge that some sales and
use taxes are owed to DC OTR, but in an amount of not more than
$150,000.
The Debtor and DC OTR were unable to reach a resolution of the
dispute and DC OTR through collection enforcement procedures closed
the Debtor's business, causing the Debtor to file the Chapter 11
case.
The Debtor has 2023 year to date revenues of $1.108 million and
projects that year end revenues will reach $1.576 million. The
Debtor asserts that it is capable of operating a profitable and
sustainable business if it can otherwise resolve its dispute with
DC OTR.
On the Petition Date, the Debtor was indebted to the SBA pursuant
to an EIDL loan in the amount of approximately $150,000, evidenced
by, among other things, a promissory note. On July 14, 2020, The
SBA filed a UCC-1 Financing Statement with the District of Columbia
Recorder of Deeds, asserting a first-priority blanket lien on and
against all assets of the Debtor.
In addition to the foregoing Corporation Service Company as
Representative asserts a junior blanket lien on and against all
assets of the Debtor pursuant to UCC-1 Financing Statements filed
with the District of Columbia Recorder of Deeds on March 28, 2022,
January 1, 2023, March 3, 2023 and August 11, 2023, respectively.
Though CSC asserts properly perfected junior blanket (or limited)
liens securing these respective obligations, the Debtor asserts
that based on the first priority lien in favor of the SBA and the
value of the Debtor's assets on the Petition Date all junior liens
asserted by CSC are wholly unsecured.
As adequate protection, the SBA will be granted a replacement lien
on the same assets and in the same priority and extent of its
Pre-Petition Collateral.
A copy of the motion is available at https://urlcurt.com/u?l=R2gIjC
from PacerMonitor.com.
About The Avenue DC LLC
The Avenue DC LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. D.C. Case No. 23-00339-ELG) on November
17, 2023. In the petition filed by Timothy Walsh, managing member,
the Debtor disclosed up to $50,000 in assets and up to $1 million
in liabilities.
Craig M. Palik, Esq., at McNamee Hosea, P.A., represents the Debtor
as legal counsel.
AVIATION SAFETY: L. Todd Budgen Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., as
Subchapter V trustee for Aviation Safety Resources, Inc. and its
affiliates, S.E. Inc. and Pioneer Aerospace Corporation.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Aviation Safety Resources
Aviation Safety Resources, Inc. and its affiliates, S.E. Inc. and
Pioneer Aerospace Corporation, filed petitions under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No.
23-04639) on Nov. 1, 2023. At the time of the filing, Aviation
Safety Resources reported $50,001 to $100,000 in assets and $1
million to $10 million in liabilities.
Judge Grace E. Robson oversees the cases.
Daniel R. Fogarty, Esq., at Stichter, Riedl, Blain & Postler, PA.,
represents the Debtors as legal counsel.
AVIENT CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has affirmed Avient Corporation's Ba2
Corporate Family Rating and Ba2-PD Probability of Default Rating.
The Ba1 rating on the senior secured first lien term loan due 2029
and Ba3 rating on the existing senior unsecured notes were also
affirmed. The Speculative Grade Liquidity Rating (SGL) was raised
to SGL-1 from SGL-2. The outlook is maintained at stable.
"The affirmation reflects Avient's deleveraging since the Dyneema
acquisition through solid financial performance in the face of
macroeconomic headwinds and proceeds from the sale of the
Distribution segment," said Domenick R. Fumai, Moody's Vice
President and lead analyst for Avient Corporation.
RATINGS RATIONALE
The affirmation is supported by Avient's additonal absolute debt
reduction of $300 million since the Dyneema (Avient Protective
Materials) financing with proceeds from the divestiture of the
Distribution business as well as its solid financial performance.
Despite a challenging macroeconomic environment caused by
destocking and customer weakness in several of its end markets tied
to general industrial conditions, the company has been able to
partially offset slower growth and raw material inflation that
persisted until this year because of its focus on price/mix and
cost reductions. As a result, Avient has reduced financial leverage
to 3.9x from 4.5x at the time of the Dyneema transaction. Moody's
expects top line growth to $3.4 billion with lower raw material
prices, in particular for the company's hydrocarbon purchases, and
a more favorable mix due to increased sales of sustainable
solutions to lead to EBITDA of $596 million in FY 2024. Though
Moody's doesn't anticipate any meaningful debt reduction, financial
leverage is forecasted to approach mid-3x by the end of next year.
The company's Ba2 rating incorporates the company's enhanced scale,
geographic reach and improved business profile following its
portfolio repositioning after the acquisitions of the Clariant
Masterbatch business and Dyneema as well as divestitures of its
Performance Products and Solutions and Distribution businesses.
Avient has greatly reduced exposure to highly cyclical end markets
such as building and construction and substantially expanded its
presence in higher growth, less economically sensitive markets such
as packaging, healthcare and consumer with EBITDA now generated
entirely from specialty solutions. The credit profile reflects
metrics that are returning to levels more consistent with the
current rating and is further supported by the company's liquidity,
solid free cash flow generation capabilities and solid performance
during a challenging business environment.
Avient's rating is constrained by an acquisitive financial policy
that has led to significantly higher levels of absolute debt on the
balance sheet than in past years. Moody's expects the capital
allocation policy to focus on shareholder returns rather than
additional debt reduction beyond the recent $100 million term loan
repayment. The credit profile is further limited by Avient's
exposure to several end markets that are highly cyclical including
industrial, building and construction and transportation, of which
autos is the largest concentration.
The stable outlook reflects Moody's expectations that the company
will continue to execute on deleveraging, and that adjusted
financial leverage (Debt/EBITDA) returns towards 3.5x within 24
months from the close of the Dyneema transaction. Moody's also
expects Avient to continue generating solid free cash flow and
maintain good liquidity, including balance sheet cash and revolving
credit availability, to support operations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating with expectations for retained
cash flow-to-net debt (RCF/Net Debt) sustained above 20% and
adjusted financial leverage sustained below 3.0x. An upgrade would
also require a commitment to more conservative financial policies.
The ratings could be downgraded with expectations for retained cash
flow-to-net debt (RCF/Net Debt) sustained below 10%, adjusted
financial leverage sustained above 4.0x, or available liquidity
below $500 million. Additionally, Moody's could downgrade the
rating if there is a significant debt-funded acquisition or failure
to obtain the targeted cost synergies.
LIQUIDITY
Avient has very good liquidity with cash of nearly $440 million as
well as $198 million of availability under its asset-based lending
facility (unrated), which is undrawn, as of September 30, 2023.
Following the $100 million repayment of the term loan, Moody's now
expects the company to maintain a minimum of $650 million in
liquidity over the next 12 months.
Avient Corporation, headquartered in Avon Lake, Ohio, is a global
provider of customized polymers and services. Avient develops
performance enhancing additives, as well as liquid, fluoropolymer,
and silicone colorants. The company operates in two business
segments: 1) Color Additives & Inks and 2) Specialty Engineered
Materials. Avient participates in a diverse number of end markets
including transportation, industrial, healthcare, consumer and
building & construction. Avient reported revenue of $3.2 billion
for the last twelve months September 30, 2023.
The principal methodology used in these ratings was Chemicals
published in October 2023.
AYALA PHARMACEUTICALS: Announces Delay in Q3 Form 10-Q Filing
-------------------------------------------------------------
Ayala Pharmaceutics, 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 fiscal
quarter ended September 30, 2023, will be delayed.
According to the Company, it has experienced delays in completing
its Quarterly Report on Form 10-Q, within the prescribed time
period, as the Company is completing the work of reflecting in the
disclosure and financial information set forth in the document
"certain elements of its financial condition and liquidity
position" as of the end of the quarter. The delay could not be
eliminated without unreasonable effort or expense.
About Ayala Pharmaceutics
Formerly known as Advaxis, Inc., Ayala Pharmaceutics, Inc. is a
clinical-stage oncology company focused on developing and
commercializing small molecule therapeutics for patients suffering
from rare and aggressive cancers, primarily in genetically defined
patient populations.
Ayala reported a net loss of $14.36 million for the year ended Oct.
31, 2022, compared to a net loss of $17.86 million for the year
ended Oct. 31, 2021. As of March 31, 2023, the Company had $20.99
million in total assets, $9.83 million in total current
liabilities, $1.48 million in total long-term liabilities, and
$9.67 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2012,
issued a "going concern" qualification in its report dated Feb. 9,
2023, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
AYALA PHARMACEUTICALS: Incurs $7.3 Million Net Loss in 3rd Quarter
------------------------------------------------------------------
Ayala Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $7.34 million on $0 of revenues from licensing agreement and
others for the three months ended Sept. 30, 2023, compared to a net
loss of $10.18 million on $91,000 of revenues from licensing
agreement and others for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $23.40 million on $13,000 of revenues from licensing
agreement and others, compared to a net loss of $28.25 million on
$587,000 of revenues from licensing agreement and others for the
same period in 2022.
As of Sept. 30, 2023, the Company had $6.98 million in total
assets, $8.53 million in total current liabilities, $4.69 million
in total long-term liabilities, and a total stockholders'
deficiency of $6.24 million.
Ayala stated, "During the three months ended September 30, 2023,
the Company had a reduction in workforce in which the employment of
approximately 30% of the Company's employees was terminated. This
reduction in workforce has not yet required the Company to cease
any major development efforts. Following the reduction in
workforce, the Company had 21 employees. The Company expects to be
able to meet its financial obligations to its employees and to its
creditors only if able to reach agreements on payment terms and
secure additional funding. The Company is evaluating additional
reductions in costs, including additional reductions in workforce
expenses and is also actively working on securing additional
funding to help meet current obligations."
"If the Company is unable to obtain funding, the Company would be
forced to delay, reduce, or eliminate its research and development
programs, which could adversely affect its business prospects, or
the Company may be unable to continue operations. As such, those
factors raise 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/0001100397/000149315223041998/form10-q.htm
About Ayala Pharmaceutics
Formerly known as Advaxis, Inc., Ayala Pharmaceutics, Inc. is a
clinical-stage oncology company focused on developing and
commercializing small molecule therapeutics for patients suffering
from rare and aggressive cancers, primarily in genetically defined
patient populations. The Company's lead candidates under
development are the oral gamma secretase inhibitor, AL102, for
desmoid tumors, and aspacytarabine (BST-236), a novel proprietary
anti-metabolite for first line treatment in unfit acute myeloid
leukemia (AML).
Ayala reported a net loss of $14.36 million for the year ended Oct.
31, 2022, compared to a net loss of $17.86 million for the year
ended Oct. 31, 2021. As of March 31, 2023, the Company had $20.99
million in total assets, $9.83 million in total current
liabilities, $1.48 million in total long-term liabilities, and
$9.67 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2012,
issued a "going concern" qualification in its report dated Feb. 9,
2023, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
AYTU BIOPHARMA: Signs Manufacturing Services Deal With Halo
-----------------------------------------------------------
Aytu BioPharma, Inc. disclosed in a Current Report on Form 8-K
filed with the Securities and Exchange Commission that it entered
into a Commercial Manufacturing Services Agreement with Halo
Pharmaceutical, Inc., pursuant to which Halo will manufacture
Adzenys XR ODT and Cotempla XR ODT products for the Company at
Halo's manufacturing facility.
Under the terms of the Agreement, the Company is responsible for
supplying the active pharmaceutical ingredients for the products to
Halo. Halo is responsible for manufacturing the products,
conducting quality control, quality assurance, validation
activities, stability testing, packaging and providing related
services for the manufacture of the products.
Pursuant to the Agreement, the Company has agreed to order from
Halo certain minimum amounts of products based on a forecast
provided by the Company, of which a portion is considering binding
and the remainder is considered a good-faith estimate to facilitate
Halo's production scheduling. Any purchase orders made by the
Company pursuant to the Agreement are subject to minimum order
quantities, depending on the products ordered. The Company is
required to purchase 100% of its requirements for the products
covered by the Agreement, except for products produced in the
Company's own manufacturing facility in the Company's sole
discretion, and to the extent otherwise permitted by the
Agreement.
The Agreement has an initial term beginning on Nov. 13, 2023 and
ending on Nov. 13, 2028. The Agreement automatically renews after
the initial term for successive terms of three years, unless either
party gives notice of its intention to terminate the Agreement
within at least 24 months prior to the end of the then-current
term.
The Company may terminate the Agreement with respect to any product
upon 30 days' notice if any governmental agency takes any action
that prevents the Company from importing, exporting, purchasing or
selling the relevant product.
Either party may terminate the Agreement (a) if the other party has
failed to remedy a material breach under the Agreement within 60
days following receipt of a written notice (or 15 days in respect
of a breach involving non-payment), and (b) immediately, (i) for
the Company, if Halo is declared insolvent or bankrupt by a court
of competent jurisdiction, and such declaration or order remains in
effect for a period of 60 days or if Halo files a voluntary
petition of bankruptcy in any court of competent jurisdiction, (ii)
for Halo, if the Company is liquidated in connection with a
bankruptcy filing, or (iii) if the Agreement is assigned by the
other party for the benefit of creditors.
The Agreement contains certain representations, warranties,
limitations of liabilities, confidentiality and indemnity
obligations and other provisions customary for an agreement of its
type.
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a
pharmaceutical company focused on commercializing novel
therapeutics and consumer healthcare products. The Company
operates through two business segments (i) the Rx Segment,
consisting of prescription pharmaceutical products and (ii) the
Consumer Health Segment, which consists of various consumer
healthcare products.
Aytu Biopharma reported a net loss of $17.05 million for the year
ended June 30, 2023, compared to a net loss of $108.78 million
for the year ended June 30, 2022. As of June 30, 2023, the Company
had $136.46 million in total assets, $97.11 million in total
liabilities, and $39.36 million in total stockholders' equity.
Denver, Colorado-based Grant Thornton LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated Oct. 12, 2023, citing that the Company's net loss was $17.1
million and cash used in operating activities was $5.1 million for
the year ended June 30, 2023, and as of that date, the Company's
accumulated deficit was $304.1 million. These conditions, along
with other matters, raise substantial doubt about the Company's
ability to continue as a going concern.
BAUDAX BIO: Receives Delisting Notice From Nasdaq
-------------------------------------------------
Baudax Bio, Inc. disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission that on Nov. 14, 2023,
it received a determination letter from the Nasdaq Hearings Advisor
stating that the Panel determined to delist the Company's common
stock, par value $0.01 per share from the Nasdaq Capital Market,
and Nasdaq would accordingly suspend trading in the Company's
Common Stock, effective at the opening of trading on Nov. 16, 2023,
because the Company did not demonstrate compliance with initial
listing requirements by Nov. 13, 2023.
Pursuant to the Delisting Notification, the Company has a period of
15 days from the date of the Delisting Notification to submit a
written request for a review of the Panel's delisting determination
by the Nasdaq Listing and Hearing Review Council. Unless the
Company submits a timely request for the Listing Council's review
of the Panel's delisting determination, the Company expects that a
Form 25-NSE will be filed with the Securities and Exchange
Commission, which would remove the Company's securities from
listing and registration on Nasdaq. If the Company requests a
review, there can be no assurance that the Listing Council would
grant the Company's request for continued listing on The Nasdaq
Capital Market.
The Company anticipates that its Common Stock may be immediately
eligible to be quoted on an over-the-counter trading market.
However, there can be no assurance that the Company's Common Stock
will be admitted to trading on any over-the-counter trading
market.
On Nov. 18, 2022, the Nasdaq Listing Qualifications Department,
informed Baudax Bio that it did not comply with the minimum
shareholders' equity requirement of at least $2,500,000 pursuant to
Nasdaq Listing Rule 5550(b)(1). The Staff granted the Company's
request for an extension until May 15, 2023, to comply with Rule
5550(b)(1), but the Company did not meet the terms of such
extension. The Company requested an appeal of the Staff's
determination and submitted a hearing request to the Nasdaq
Hearings Panel, which request stayed any delisting action by the
Staff until the hearing process concluded. On June 9, 2023, the
Company received a deficiency letter from the Staff notifying the
Company that it was not in compliance with the requirement to
maintain a minimum bid price of at least $1.00 per share pursuant
to Nasdaq Listing Rule 5550(a)(2).
On June 29, 2023, the Company's hearing with the Panel was held and
on July 24, 2023, the Company received a letter from the Staff,
notifying the Company of its decision to grant the Company's
request to continue its listing on the Nasdaq Capital Market on a
conditional basis, subject to, among other things, the Company's
ability to demonstrate compliance with the Nasdaq initial listing
requirements by or before Nov. 13, 2023.
About Baudax Bio
Headquartered in , Malvern, Pennsylvania, Baudax Bio --
www.baudaxbio.com -- is a pharmaceutical company primarily focused
on innovative products for hospital and related settings. The
Company holds exclusive global rights to two new molecular
entities, which are centrally acting Neuromuscular Blocking Agents
(NMBs), BX1000, an intermediate duration of action NMB currently
undergoing a Phase II clinical trial, and BX2000, an ultra-short
acting NMB currently undergoing a Phase I clinical trial, as well
as a proprietary blockade reversal agent, BX3000, currently being
evaluated in preclinical studies intended to support an IND filing
in 2023. BX3000 is an agent that is expected to rapidly reverse
BX1000 and BX2000 blockade.
Philadelphia, Pennsylvania-based EisnerAmper LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated Feb. 23, 2023, citing that the Company has incurred
recurring losses and negative cash flows from operations and has an
accumulated deficit of $190.9 million as of Dec. 31, 2022 that
raise substantial doubt about its ability to continue as a going
concern.
BAYSIDE OPCO: Goldman Sachs Marks $982,000 Loan at 80% Off
----------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $982,000 loan extended to
Bayside Opco, LLC to market at $199,000 or 20% of the outstanding
amount, as of September 30, 2023, according to Goldman Sachs's Form
10-Q for the Quarterly period ended, September 30, 2023, filed with
the Securities and Exchange Commission on November 7, 2023.
Goldman Sachs BDC, Inc is a participant in a Unsecured Debt
(S+10.00% PIK) extended to Bayside Opco, LLC. The loan matures on
May 31, 2026.
Goldman Sachs BDC classified the loan as a Non-income producing
security.
The loan is subject to Chapter 7 bankruptcy process filed by IHS
Intermediate Inc. (dba Interactive Health Solutions).
Goldman Sachs BDC, Inc. was initially established as Goldman Sachs
Liberty Harbor Capital, LLC, a single member Delaware limited
liability company, on September 26, 2012 and commenced operations
on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole
member. On March 29, 2013, the Company elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended. Effective April 1, 2013, the Company converted
from a SMLLC to a Delaware corporation.
In addition, the Company has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended, commencing with its taxable year ended
December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware
limited partnership and an affiliate of Goldman Sachs & Co. LLC, is
the investment adviser of the Company.
Bayside Opco, LLC is in the Health Care Providers & Services
industry.
BENDED PAGE: Court OKs Cash Collateral Access Thru Jan 2024
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Bended Page, LLC to use cash collateral on an interim basis in
accordance with the budget, with a 15% variance, for the weeks
ending November 24, 2023, through the week ending January 26,
2024.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to purchase inventory
sufficient to meet anticipated holiday demand and fund its
operational and reorganization expenses.
The Debtor has negotiated a secured (but not priming) postpetition
loan for up to $1.275 million with Read Colorado LLC, which is an
affiliate of Leslie Rainbolt Revocable Trust and Margie Gart, both
members of the Debtor. The Leslie Rainbolt Revocable Trust funded
$200,000 of the $300,000 loan made to the Debtor in July 2023,
while Ms. Gart funded $75,000 of that loan which both will be
rolled up upon final approval of the DIP Loan.
The Debtor anticipates a significant increase in revenues over the
2023 holiday season. Historically, the Debtor's revenues ramp up in
November and nearly double during the month of December. However,
the Debtor does not currently have sufficient inventory to meet the
expected holiday demand. The Debtor is presently on a credit hold
with its primary publishers.
Ingram Book Group LLC filed a UCC-1 financing statement on January
13, 2021, identifying its collateral as accounts, inventory, rights
to payment, and money. The Debtor asserts that the secured debt
owed to Ingram is approximately $223,000.
Alpine Bank filed a UCC-1 financing statement on October 24, 2022,
identifying its collateral as all of the Debtor's assets, including
inventory, accounts and goods, among other property. The Debtor
asserts that the secured debt owed to Alpine is approximately
$48,000.
The Debtor and B.S.D. Capital, Inc., dba Lendistry entered into a
loan agreement in January 2023, pursuant to which Debtor pledged as
collateral all of its inventory, equipment, accounts, chattel
paper, and instruments, among other property. Lendistry filed a
UCC-1 financing statement on January 23, 2023, identifying its
collateral as inventory, equipment, accounts, chattel paper, and
instruments, among other property. The Debtor asserts that it owes
Lendistry a secured debt of approximately $248,971.
As adequate protection for the Cash Collateral Creditors, the
Debtor will continue making payments in the ordinary course as
payments come due.
The Debtor will also provide to the Cash Collateral Creditors
postpetition replacement liens on the Debtor's post-petition
assets, to the extent, but only to the extent, of any identifiable
diminution in value of their respective interests in collateral
that is property of the Debtor's estate, as it existed on the
Petition Date, all for the same validity, extent, and priority of
such Cash Collateral Creditor's prepetition lien.
A copy of the order is available at https://urlcurt.com/u?l=kzDkWH
from PacerMonitor.com.
About Bended Page, LLC
Bended Page, LLC is a book store owner in Denver, Colorado.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 23-14679) on October 16,
2023. In the petition signed by Bradford Dempsey, chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Michael E. Romero oversees the case.
Andrew D. Johnson, Esq., at Onsager Fletcher Johnson Palmer LLC,
represents the Debtor as legal counsel.
BIOLASE INC: Receives Noncompliance Notice From Nasdaq
------------------------------------------------------
Biolase, Inc. disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission that it received a
deficiency letter from the Listing Qualifications Department of the
Nasdaq Stock Market notifying the Company that, based on its
stockholders' equity of $332,000 as of Sept. 30, 2023, as reported
in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended Sept. 30, 2023, it is no longer in compliance with the
minimum stockholders' equity requirement for continued listing on
the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1),
which requires listed companies to maintain stockholders' equity of
at least $2.5 million.
The Company has until Dec. 29, 2023 to provide Nasdaq with a
specific plan to achieve and sustain compliance with the foregoing
listing requirement. If the Company's plan to regain compliance is
accepted, Nasdaq may grant an extension of up to 180 calendar days
from the date of the letter, which is Nov. 14, 2023, for the
Company to evidence compliance.
The Company is presently evaluating various courses of action to
regain compliance and intends to timely submit a plan to Nasdaq to
regain compliance with the Nasdaq Listing Rules. However, there
can be no assurance that the Company's plan will be accepted or
that if it is, the Company will be able to regain compliance and
maintain its listing on the Nasdaq Capital Market. If the
Company's plan to regain compliance is not accepted or if Nasdaq
does not grant an extension and the Company does not regain
compliance within the requisite time period, or if the Company
fails to satisfy another Nasdaq requirement for continued listing,
Nasdaq could provide notice that the Company's securities will
become subject to delisting.
About Biolase
Biolase, Inc. -- http://www.biolase.com-- is a medical device
company that develops, manufactures, markets, and sells laser
systems in dentistry and medicine. BIOLASE's products advance the
practice of dentistry and medicine for patients and healthcare
professionals. BIOLASE's proprietary laser products incorporate
approximately 259 actively patented and 24 patent-pending
technologies designed to provide biologically and clinically
superior performance with less pain and faster recovery times.
Biolase reported a net loss of $28.63 million in 2022, a net loss
of $16.16 million in 2021, a net loss of $16.83 million in 2020, a
net loss of $17.85 million in 2019, and a net loss of $21.52
million in 2018. As of Sept. 30, 2022, the Company had $42.86
million in total assets, $29.01 million in total liabilities, and
$13.86 million in total stockholders' equity.
Costa Mesa, California-based BDO USA, LLP, the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated March 28, 2023, citing that the Company has suffered
recurring losses from operations and has had negative cash flows
from operations for each of the three years ended Dec. 31, 2022.
These factors, among others, raise substantial doubt about its
ability to continue as a going concern.
BIOLASE INC: Signs 11th Amendment to SWK Funding Credit Agreement
-----------------------------------------------------------------
Biolase, Inc. disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission that it entered into the
Eleventh Amendment to Credit Agreement with SWK Funding LLC, in
connection with that certain Credit Agreement, by and among the
Company, SWK, and the lender parties thereto.
The Eleventh Amendment amends the Credit Agreement by reducing the
principal amortization payment due on Nov. 15, 2023 to $165,000,
reducing the principal amortization payment due on Feb. 15, 2024 to
$165,000 provided that minimum consolidated unencumbered liquid
assets are not less than $3,500,000 on such date, reducing the
required minimum consolidated unencumbered liquid assets to
$1,500,000 through and including Dec. 30, 2023 and to $2,500,000
thereafter, and reducing the required minimum consolidated
unencumbered liquid assets to $3,500,000 as of the last day of any
fiscal quarter beginning with the period ending March 31, 2024.
The Eleventh Amendment contains representations, warranties,
covenants, releases, and conditions customary for a credit
agreement amendment of this type.
About Biolase
Biolase, Inc. -- http://www.biolase.com-- is a medical device
company that develops, manufactures, markets, and sells laser
systems in dentistry and medicine. BIOLASE's products advance the
practice of dentistry and medicine for patients and healthcare
professionals. BIOLASE's proprietary laser products incorporate
approximately 259 actively patented and 24 patent-pending
technologies designed to provide biologically and clinically
superior performance with less pain and faster recovery times.
Biolase reported a net loss of $28.63 million in 2022, a net loss
of $16.16 million in 2021, a net loss of $16.83 million in 2020, a
net loss of $17.85 million in 2019, and a net loss of $21.52
million in 2018. As of Sept. 30, 2022, the Company had $42.86
million in total assets, $29.01 million in total liabilities, and
$13.86 million in total stockholders' equity.
Costa Mesa, California-based BDO USA, LLP, the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated March 28, 2023, citing that the Company has suffered
recurring losses from operations and has had negative cash flows
from operations for each of the three years ended Dec. 31, 2022.
These factors, among others, raise substantial doubt about its
ability to continue as a going concern.
BROOKFIELD WEC: Moody's Hikes CFR & Secured First Lien Loans to B1
------------------------------------------------------------------
Moody's Investors Service upgraded Brookfield WEC Holdings Inc.'s
("Westinghouse") corporate family rating to B1 from B2, its
probability of default rating to B1-PD from B2-PD, and the ratings
on the backed senior secured first lien revolving bank credit
facility, the backed senior secured first lien term loan B, and the
backed senior secured incremental first lien term loan to B1 from
B2. The rating outlook is maintained stable.
"The rating upgrade reflects a track record of strong operating
performance over the past few years, emerging tailwinds for the
nuclear power sector which could present opportunities for organic
growth, and the potential for modest improvement in credit metrics
over time under the new ownership", said Sandeep Sama, Vice
President – Senior Analyst and lead analyst for Westinghouse.
RATINGS RATIONALE
On November 7, 2023, Brookfield Business Partners closed the
previously announced sale of their ownership interest in
Westinghouse to a consortium of Brookfield Renewable Partners L.P.
- which is an owner and operator of renewable energy assets
globally - and Cameco Corporation - which is a large miner and
supplier of uranium used by the nuclear power industry. There was
no change in Westinghouse's capital structure as a result of the
change of ownership. Moody's expects financial policies under the
new ownership to be slightly better - with a lower target leverage
level to be achieved gradually over the next few years with EBITDA
growth, and cash flow is likely to be prioritized for growth
investments and shareholder distributions.
Westinghouse's B1 CFR reflects its (1) well-entrenched market
position as a supplier and servicer of nuclear reactors around the
world - with high barriers to entry and touching more than 50% of
the nuclear power plants worldwide, (2) a solid utility &
government customer base, (3) recurring revenue profile given solid
contracts and high renewal rates, (4) emerging tailwinds for the
nuclear power sector in the context of global decarbonization
efforts, which could present opportunities for organic growth, and
(5) strong cash flow generating potential for the business.
However, the rating is constrained by (1) lack of end-market
diversity, (2) elevated financial leverage and modest interest
coverage, although with the potential for modest improvement in
metrics over time under the new ownership, (3) prioritization of
cash flow for reinvestment and dividend payments, and (4) potential
for M&A risk as evidenced by transactions over the last few years.
As a key supplier of fuel, parts and services to the fleet of
nuclear reactors globally, Westinghouse stands to benefit from the
emerging tailwinds for the sector as countries around the world are
focused on decarbonization, with nuclear playing a part in their
future energy mix. This development provides an extended runway for
suppliers in the nuclear value chain, including Westinghouse.
Additionally, there is emerging demand for new nuclear power plant
construction in Europe, although it is unlikely to materialize and
contribute to earnings in the near-term. Westinghouse also has
upside optionality through its small-scale nuclear reactor
technologies, which are still in development.
Moody's expects Westinghouse's revenue and EBITDA to grow at a
low-to-mid-single-digit CAGR over the next few years, driven by a
healthy contract backlog with embedded price escalators, essential
nature of its products and services for the nuclear power sector
and emerging growth tailwinds. Moody's also expects strong cash
flow generation, although it is likely to be prioritized for
investment opportunities – both organic and inorganic – and/or
shareholder distributions. Moody's expects adjusted leverage
(including Moody's standard adjustments) to improve from about 5.3x
at year-end 2023 to below 5.0x gradually over the next three years.
Interest coverage (EBITA / interest expense) is expected to improve
from around 2.1x to the mid-2.0x range over the same timeframe.
While Westinghouse's current and expected leverage and coverage
metrics are weak for the B1 rating, the company's contracted
backlog, high entry barriers, essential nature of its products &
services, and high switching costs for customers are all factors
that provide support for the rating.
Westinghouse is expected to have good liquidity over the next 12-18
months. At September 30, 2023 Westinghouse had $131 million of cash
and $120 million available under its two revolvers – a $200
million ABL facility (unrated) and a $200 million revolving credit
facility. The company should generate positive free cash flow in
2024 with results expected to benefit from its sizeable order
backlog and the recurring nature of the services it provides. The
company has no meaningful debt maturities prior to the maturity of
their first lien term loan in August 2025.
The stable outlook reflects Moody's expectations for stable
operating performance and strong cash flow generation over the next
12-18 months, with cash flow being prioritized for organic and/or
inorganic growth opportunities and shareholder distributions, with
a gradual de-levering over the next few years. It also assumes a
timely refinancing of its term loan maturities, currently due in
August 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the company consistently generates
positive free cash flow and uses it to reduce outstanding debt. A
leverage ratio sustained below 4.0x and interest coverage (EBITA /
interest expense) above 3.0x could support an upgrade.
The rating could be downgraded if the company has a weaker than
expected operating performance, pursues M&A activity or shareholder
friendly actions that result in negative free cash flow or a
material deterioration in its credit metrics. The leverage ratio
sustaining above 5.5x or the interest coverage ratio persisting
below 1.5x could lead to a downgrade. A significant reduction in
borrowing availability or liquidity could also result in a
downgrade.
Brookfield WEC Holdings Inc., headquartered in Cranberry Township,
PA provides engineering, maintenance and repair services as well as
highly-engineered parts and consumables to the global nuclear power
sector. The company provides engineering support to nuclear plant
operators, designs and manufactures fuel for nuclear reactors,
provides maintenance services during required and planned outages,
manufactures specialized components and parts, and provides
decontamination, decommissioning, remediation and waste management
services for nuclear power plants. The company generated revenues
of about $4.3 billion during the twelve months ended September 30,
2023.
The principal methodology used in these ratings was Construction
published in September 2021.
CAPSTONE GREEN ENERGY: Wins Approval of Prepackaged Plan
--------------------------------------------------------
Capstone Green Energy Corporation (OTC: CGRNQ) announced Nov. 14,
2023, that the U.S. Bankruptcy Court for the District of Delaware
has confirmed the Joint Prepackaged Chapter 11 Plan of Capstone
Green Energy Corporation and its Debtor Affiliates, paving the way
for the Company's business to emerge from chapter 11 on stronger
financial footing.
Under the Plan, the Capstone business will emerge from bankruptcy
within the next several weeks with a substantially strengthened
capital structure and improved liquidity, helping to ensure it is
best equipped to continue to execute its strategy and further
enhance its market leadership as a microgrid solutions and on-site
energy technology systems provider. The Plan contemplates $7.0
million of new money exit financing, an increase from the
originally contemplated $5.0 million of new money exit financing.
"Today's Plan confirmation by the Bankruptcy Court represents an
important milestone for the Company. We are one step closer to
achieving our goal of long-term financial stability. Notably, the
Plan provides that the Company's public stockholders will receive
their pro rata share of one hundred percent (100%) of the equity in
Capstone Green Energy Holdings, Inc., which will hold a majority
interest in a new entity that will operate the Company's business,
subject to dilution from equity incentive compensation pursuant to
equity incentive plans. We thank our investors, distributors,
suppliers and employees for their support throughout this process,
and we are excited to continue building energy-saving and
cost-efficient products for our customers," stated Robert Flexon,
Executive Chairman and Interim President and CEO. Mr. Flexon
continued, "Capstone will emerge better positioned to advance our
strategic priorities, continue to innovate and pursue new growth
opportunities."
About Capstone Green Energy Corporation
Capstone Green Energy Corporation build microturbine energy systems
and battery storage systems that allow customers to produce power
on-site in parallel with the electric grid or stand-alone when no
utility grid is available. Capstone Green offers microturbines
designed for commercial, oil and gas, and other industrial
applications.
Capstone Green and its wholly owned subsidiaries, Capstone Turbine
International, Inc. and Capstone Turbine Financial Services, LLC,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11634) on Sept. 28, 2023. In the
petition signed by John Juric, chief financial officer, the Debtor
disclosed $104,000,000 in total assets and $111,000,000 in total
debt.
Judge Laurie Selber Silverstein oversees the case.
Katten Muchin Rosenman LLP represents the Debtors as legal counsel,
Young Conaway Stargatt & Tayloor LLP as co-counsel, Riveron RTS,
LLC as financial advisor, and Kroll Restructuring Administration
LLC as claims, noticing & solicitation agent and administrative
advisor.
CAPSTONE GREEN: Announces Delay in Form 10-Q Filing
---------------------------------------------------
Capstone Green Energy Corporation 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 its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2023 without
unreasonable effort and expense as the Company needs additional
time because it is still in the process of compiling the
information necessary to complete the Quarterly Report, the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, and the Company's Annual Report on Form 10-K for the fiscal
year ended March 31.
Capstone Green further noted that Marcum LLP, the Company's
independent registered public accounting firm, requires additional
time to complete its audit of the consolidated financial statements
as of and for the year ended March 31, to be incorporated in the
Annual Report. The Company will need additional time to review the
consolidated financial statements as of and for the year ended
March 31, to be included in the Quarterly Reports, once the Company
has completed their preparation.
The delays are attributable to (i) management's continued work on
the restatement of the Company's previously issued consolidated
financial statements, as reported on the Company's Current Report
on Form 8-K filed on September 22, 2023 and (ii) the fact that
management has had to devote significant time and attention to the
Company's Chapter 11 bankruptcy proceedings and matters related to
the Company's emergence from bankruptcy.
About Capstone Green Energy Corporation
Capstone Green Energy Corporation build microturbine energy systems
and battery storage systems that allow customers to produce power
on-site in parallel with the electric grid or stand-alone when no
utility grid is available. Capstone Green offers microturbines
designed for commercial, oil and gas, and other industrial
applications.
Capstone Green and its wholly owned subsidiaries, Capstone Turbine
International, Inc. and Capstone Turbine Financial Services, LLC,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11634) on Sept. 28, 2023. In the
petition signed by John Juric, chief financial officer, the Debtor
disclosed $104,000,000 in total assets and $111,000,000 in total
debt.
Judge Laurie Selber Silverstein oversees the case.
Katten Muchin Rosenman LLP represents the Debtors as legal counsel,
Young Conaway Stargatt & Tayloor LLP as co-counsel, Riveron RTS,
LLC as financial advisor, and Kroll Restructuring Administration
LLC as claims, noticing & solicitation agent and administrative
advisor.
CAPSTONE GREEN: DIP Loan from Goldman Sachs, Broad Street OK'd
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Capstone Green Energy Corp. and affiliates to use cash collateral
and obtain postpetition financing, on a final basis.
The Debtors are permitted to obtain secured postpetition financing
on a superpriority basis pursuant to the terms and conditions of a
Super-priority Senior Secured Debtor-in-Possession Note Purchase
Agreement from Goldman Sachs Specialty Lending Group, L.P., as
Collateral Agent, and Broad Street Credit Holdings LLC as the
purchaser, in an aggregate principal amount not to exceed $30
million, of which $18 million of DIP Notes was made available upon
entry of the Interim Order.
The DIP Facility consists of three tranches of DIP Notes:
(i) A new money tranche of DIP Notes of $12 million, which
will be comprised of $9 million funded upon Issuer's satisfaction
or DIP Purchaser's waiver of the applicable draw conditions
following entry of the Interim Order and up to $3.0 million funded
upon the Issuer's satisfaction or DIP Purchaser's waiver of the
applicable draw conditions following entry of the Final Order;
(ii) A roll-up tranche of certain of the Prepetition Secured
Parties Claims in the aggregate principal amount of $15 million;
and
(iii) A roll-up tranche of the Prefunding Notes in the aggregate
principal amount of $3 million, which will be deemed funded in
their entirety upon entry of the Interim Order and execution of the
DIP Note Purchase Agreement.
The Debtors are required to comply with these milestones:
1. No later than the Petition Date, the Debtors must file (i)
the Plan, (ii) the Disclosure Statement, (iii) a motion seeking
approval of the DIP Note Documents, and (iv) any "first day"
motions, each of which will be in form and substance acceptable to
the Purchaser.
2. No later than three calendar days after the Petition Date,
the Bankruptcy Court must have entered the Interim Order approving
the DIP Note Documents, which order will be in form and substance
acceptable to the Purchaser.
3. No later than 35 calendar days after the Petition Date,
the Bankruptcy Court must have entered the Final Order approving
the DIP Note Documents, which order will be in form and substance
acceptable to the Purchaser.
4. No later than 35 calendar days after the Petition Date,
the Bankruptcy Court must have held a hearing and entered an order
confirming the Plan and approving the Disclosure Statement, which
Confirmation Order will be in form and substance acceptable to the
Purchaser.
5. No later than 42 calendar days after the Petition Date,
the Plan must become effective.
6. On the Closing Date and the last Friday of each month
thereafter, Capstone must have delivered the Approved Budget to the
DIP Agent.
7. On each Variance Report Date, Capstone must have delivered
a Variance Report to DIP Agent.
The DIP facility matures through the earliest to occur of (i) 42
calendar days after the Petition Date, (ii) the date that is 30
calendar days after the Petition Date if the Final Order has not
been entered by the Bankruptcy Court on or before such date; (iii)
the date of consummation of any sale of all or substantially all of
the assets of any of the Debtors pursuant to 11 U.S.C. section 363;
(iv) the occurrence and continuation of an Event of Default not
waived by Purchaser; (v) the substantial consummation or effective
date of any Chapter 11 plan in the Chapter 11 Cases; (vi) the date
the Bankruptcy Court enters an order for the conversion of any of
the Chapter 11 Cases of any Debtors to a case under chapter 7 of
the Bankruptcy Code; and (vii) dismissal of any of the Chapter 11
Cases of any Debtor; provided that, upon written request of Issuer,
the Scheduled Maturity Date may be extended up to 15 calendar days
(or such later date as agreed by Purchaser) in Purchaser's sole
discretion.
The parties to the Amended and Restated Note Purchase Agreement,
dated as of October 1, 2020, are (a) Capstone, as issuer, (b)
Capstone International and Capstone Financial Services, as
guarantors, (c) Goldman Sachs Specialty Lending Group, L.P., as
collateral agent, and (d) Broad Street Credit Holdings LLC, as
purchaser. On September 22, 2023, the Prepetition NPA Purchaser
purchased additional notes in the amount of $3 million issued by
the Prepetition Note Issuer under the Prepetition NPA. As of the
Petition Date, the Debtors were indebted to the Prepetition Secured
Parties, inclusive of the Prefunding Notes, in the aggregate amount
of $57 million.
As of the Petition Date, the Debtors were indebted to the
Pre-Petition Secured Parties, in the aggregate amount of $57
million.
As adequate protection, the Prepetition Secured Parties are granted
valid, perfected, postpetition security interests and liens in and
on all of the Prepetition Collateral, provided, however, that the
Replacement Liens will only be and remain subject and subordinate
to (i) the DIP Liens and/or payment of any DIP Claims on account
thereof, (ii) the Permitted Priority Liens (other than the
Prepetition Liens) and (iii) the Carve-Out for U.S. Trustee fees,
clerk of court fees and fees payable to bankruptcy professionals
working on the cases. The Prepetition Secured Parties are also
granted a superpriority claim with the priority set forth in 11
U.S.C. section 364(c).
A copy of the order is available at https://urlcurt.com/u?l=vE9O2D
from PacerMonitor.com.
About Capstone Green Energy Corporation
Capstone Green Energy Corporation build microturbine energy systems
and battery storage systems that allow customers to produce power
on-site in parallel with the electric grid or stand-alone when no
utility grid is available. Capstone Green offers microturbines
designed for commercial, oil and gas, and other industrial
applications.
Capstone Green and affiliated sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11634) on
September 28, 2023. In the petition signed by John Juric, chief
financial officer, the Debtor disclosed $104,000,000 in total
assets and $111,000,000 in total debt.
Judge Laurie Selber Silverstein oversees the case.
Katten Muchin Rosenman LLP represents the Debtors as legal counsel,
Young Conaway Stargatt & Tayloor LLP as co-counsel, Riveron RTS,
LLC as financial advisor, and Kroll Restructuring Administration
LLC as claims, noticing & solicitation agent and administrative
advisor.
CARPENTER TECHNOLOGY: Moody's Raises CFR to 'Ba3', Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Carpenter Technology
Corporation's Corporate Family Rating to Ba3 from B1, its
Probability of Default Rating to Ba3-PD from B1-PD, the rating on
its senior unsecured notes to B1 from B2. Carpenter's Speculative
Grade Liquidity ("SGL") rating was upgraded to SGL-2 from SGL-3 to
reflect its good liquidity profile. The outlook remains stable.
"The upgrade of Carpenter's ratings reflects Moody's expectation
that its operating performance and credit metrics will continue to
strengthen over the next 12 to 18 months as it benefits from the
recovery in its key aerospace and medical end markets. It also
incorporates Moody's expectation the company will be investing a
significant amount of cash in working capital to support this
growth and will not pay down any debt" said Michael Corelli,
Moody's Senior Vice President, and lead analyst for Carpenter
Technology Corporation.
RATINGS RATIONALE
Carpenter's Ba3 Corporate Family Rating incorporates Moody's
expectation for improved operating results over the next 12 to 18
months, which will enable its credit metrics to become strong for
the rating. Carpenter's rating is supported by its position in the
specialty metals markets as a producer of high strength, high
temperature and corrosion resistant alloys. The company's
technological capabilities enable it to produce specialty alloys
and titanium products for demanding end use applications in the
aerospace, medical, transportation, energy, industrial and consumer
sectors. These attributes position the company to achieve a
materially improved operating performance as these markets recover.
The rating also incorporates its good liquidity profile which
enables it to navigate periods of weakness in the aerospace sector
and investments in working capital as its business recovers.
Carpenter's rating also incorporates the extreme historical
volatility of its operating performance and credit metrics which
tend to track the aerospace cycle as well as the risk of lower
demand as worldwide economic growth weakens.
Carpenter's operating performance materially strengthened in fiscal
2023 (ended June 2023) due to strength in the aerospace and medical
end markets, which account for about 50%-55% and 10%-15% of sales,
respectively. As a result, its adjusted EBITDA rose to about $280
million versus $110 million in fiscal 2022. The company is expected
to achieve all-time record high earnings in fiscal 2024 above the
$370 million of EBITDA it generated in fiscal 2019 as it benefits
from market share gains, improved pricing due to favorable
competitive dynamics and an improved product mix as lead times
extend.
Carpenter is only expected to generate modest free cash flow in
fiscal 2024 due to sizeable investments in working capital. These
investments resulted in cash consumption of around $230 million in
fiscal years 2022-2023. Nevertheless, the company has maintained a
good liquidity profile and should generate strong free cash flow if
its earnings stabilize at an historically high level or begin to
weaken.
Carpenter's credit metrics are expected to materially strengthen in
the near term along with the company's operating performance.
If the company is able to substantially raise its productivity and
generate adjusted EBITDA in the range of $400 million - $450
million, then its leverage ratio (debt/EBITDA) will decline to
around 2.2x and its interest coverage (EBIT/Interest) will rise to
about 4.2x as of June 2024. These metrics will be strong for the
rating, but the rating is constrained by the company's reliance on
the highly cyclical aerospace and defense sector.
Carpenter's Speculative Grade Liquidity rating of SGL-2 reflects
its good liquidity profile. The company had $18 million of cash and
$348 million of borrowing availability on its $350 million secured
revolving credit facility which had no borrowings outstanding and
$1.7 million of letters of credit issued as of June 2023. Moody's
anticipate its cash balance will rise by year end as working
capital investments ebb and it generates free cash flow.
Carpenter's senior unsecured notes are rated B1, which is one notch
below the Corporate Family Rating since they are subordinated to
the company's secured $350 million revolving credit facility which
has a first priority lien on accounts receivable and inventory.
The stable outlook incorporates Moody's expectation that
Carpenter's operating performance and credit metrics will
strengthen over the next 12 to 18 months and its credit metrics
will be strong for its rating. However, it also reflects the
historical volatility of the company's operating results due to its
reliance on the highly cyclical aerospace and defense sector.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Carpenter's rating could be upgraded if the company pays down its
funded debt and demonstrates the ability to sustain EBIT/interest
above 4.25x, debt/EBITDA below 2.75x and operating cash flow less
dividends of more than 25% of outstanding debt.
Downward rating pressure could materialize if Carpenter sustains
EBIT/interest below 3.25x, debt/EBITDA above 3.75x and operating
cash flow less dividends below 15% of outstanding debt. The rating
could also be downgraded if the company's liquidity position
materially deteriorates.
Carpenter Technology Corporation, headquartered in Philadelphia,
PA, is a producer and distributor of specialty materials, including
stainless steel, titanium alloys and specialty alloys for the
aerospace, medical, transportation, energy, industrial, consumer
and defense sectors. The company operates through two business
segments: Specialty Alloys Operations (SAO) and Performance
Engineered Products (PEP), with the SAO segment contributing about
84% of LTM revenues. The company also provides metal powder
solutions and has additive manufacturing capabilities. Revenues for
the twelve months ended June 30, 2023 were $2.7 billion.
The principal methodology used in these ratings was Steel published
in November 2021.
CARVANA CO: Ernest C. Garcia II Discloses 43.2% Stake
-----------------------------------------------------
Ernest C. Garcia II has filed Amendment No.30 to his Schedule 13D,
to provide updates on his ownership of Carvana Co.'s common stock.
As of November 2, 2023, Garcia is reported to beneficially an
aggregate amount of 80,969,152 shares, which represents 43.2% of
Carvana's common stock.
Affiliated entities Verde Investments, Inc. and ECG II SPE, LLC are
reported to own an aggregate amount of 2,578,314 shares,
representing 2.3% of the Class A Common Stock, and 8,000,000
shares, representing 6.6% of the Class A Common Stock,
respectively.
Ernest C. Garcia II may be reached at:
Ernest C. Garcia II
c/o Verde Investments, Inc.
100 Crescent Court, Suite 1100
Dallas, TX 75201
Tel (469) 564-4800
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars. Carvana.com allows someone to purchase a
vehicle from the comfort of their home, completing the entire
process online, benefiting from a 7-day money back guarantee, home
delivery, nationwide inventory selection and more. Customers also
have the option to sell or trade-in their vehicle across all
Carvana locations, including its patented Car Vending Machines, in
more than 300 U.S. markets.
Carvana Co. reported a net loss of $2.89 billion for the year ended
Dec. 31, 2022, a net loss of $287 million for the year ended Dec.
31, 2021, and a net loss of $462 million for the year ended Dec.
31, 2020. As of Dec. 31, 2022, the Company had $8.70 billion in
total assets, $9.75 billion in total liabilities, and a total
stockholders' deficit of $1.05 billion.
* * *
As reported by the TCR on Sept. 13, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based Carvana Co. to 'CCC+' from
'D'. S&P said, "The negative outlook reflects our expectation that
we could downgrade the company if the company's performance were to
deteriorate further such that we believe liquidity would become
constrained or if we believe there is a likelihood the company
could conduct a distressed restructuring over the next 12 months.
The upgrade to 'CCC+' reflects the near-term improvement in the
company's liquidity position, though the capital structure remains
unsustainable."
CELULARITY INC: Needs More Time to Complete Quarterly Report
------------------------------------------------------------
Celularity Inc. filed with the Securities and Exchange Commission a
Notification of Late Filing on Form 12b-25 with respect to its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2023.
Celularity said that despite working diligently in an effort to
timely file its Q3 Form 10-Q, the Company has been unable to
complete all work necessary to timely file its Q3 Form 10-Q. As of
Nov. 14, 2023, the Company has not yet completed the preparation of
the financial statements, including its goodwill impairment testing
for the quarter ended Sept. 30, 2023. Although not yet complete,
the Company anticipates a material goodwill impairment charge on
its Cell Therapy reporting unit between $26 and $83 million. The
expected impairment charge with reduce the Company's assets and
will contribute towards the Company incurring a net loss for the
quarter ended Sept. 30, 2023.
About Celularity
Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J.,
is a biotechnology company leading the next evolution in cellular
and regenerative medicine by developing allogeneic cryopreserved
off-the-shelf placental-derived cell therapies, including
therapeutic programs using mesenchymal-like adherent stromal cells
(MLASCs), T-cells engineered with CAR (CAR T-cells), and
genetically modified and unmodified natural killer (NK) cells.
These therapeutic programs target indications in autoimmune,
infectious and degenerative diseases, and cancer. In addition,
Celularity develops, manufactures and commercializes innovative
biomaterial products also derived from the postpartum placenta.
Celularity believes that by harnessing the placenta's unique
biology and ready availability, it can develop therapeutic
solutions that address significant unmet global needs for
effective, accessible, and affordable therapies.
Morristown, New Jersey-based Deloitte & Touche LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has suffered
recurring losses from operations since inception that raise
substantial doubt about its ability to continue as a going concern.
CHARLES & 20: Unsecured Creditors to Get Remaining Cash
-------------------------------------------------------
Charles & 20, LLC, and 16 East 20, LLC, submitted a Joint Chapter
11 Plan.
Under the Plan, Class 7 is comprised of all General Unsecured
Claims, including the Unsecured, Deficiency portions of the claims
of Yellow Breeches, if any. Class 7 claims will be paid pro rata
from (i) any surplus net sale proceeds from the sale of the Office
Building or the Parking Lot after the payment of all closing costs,
real estate taxes and all amounts that are owed by the Debtors to
Yellow Breeches under the Loan and the Loan Documents, and (ii) any
remaining cash of the Debtors no later than 1 year after the
Effective Date. Class 7 is impaired.
The funds necessary to implement the Plan will be generated
primarily from the sale or refinance of the Debtors' assets, and
the interim cash flow of 16 East 20, LLC from operation of the
Parking Lot.
Counsel for the Debtors:
Joseph M. Selba, Esq.
TYDINGS & ROSENBERG LLP
1 East Pratt Street, Suite 901
Baltimore, MD 21202
Tel: (410) 752-9753
E-mail: jselba@tydings.com
A copy of the Joint Chapter 11 Plan dated November 3, 2023, is
available at https://tinyurl.ph/cmahk from PacerMonitor.com.
About Charles & 20, LLC
Charles & 20, LLC, sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-14023) on June 8, 2023,
with $1 million to $10 million in both assets and liabilities.
Anthony C.Y. Cheng, member and owner, signed the petition.
Judge Nancy V. Alquist oversees the case.
Tydings & Rosenberg, LLP, is the Debtor's legal counsel.
CLARK N SON: Hires Harris Shelton Hanover as Special Counsel
------------------------------------------------------------
Clark N Son Transportation, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Harris Shelton Hanover Walsh, PLLC as special counsel.
The firm will assist Luxman Law Firm, the bankruptcy counsel, in
carrying out the functions as Debtor's counsel.
The firm will be paid at the rate of $450 per hour. The firm will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Steve Douglass, Esq., a partner at Harris Shelton Hanover Walsh,
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:
Steven N. Douglass, Esq.
Harris Shelton Hanover Walsh, PLLC
40 S. Main Street, Suite 2210
Memphis, TN 38103-2555
Phone: (901) 525-1455
Email: snd@harrisshelton.com
About Clark N Son Transportation Inc.
Clark N Son Transportation Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No.
23-24830) on September 29, 2023, with up to $50,000 in assets and
$1 million to $10 million in liabilities. Tyrone Clark Jr.,
president and operations manager, signed the petition.
Judge Jennie D. Latta oversees the case.
Bo Luxman, Esq., at Luxman Law Firm represents the Debtor as
bankruptcy counsel.
COMMSCOPE HOLDING: S&P Lowers ICR to 'CCC', Off Watch Negative
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Network
infrastructure provider CommScope Holding Co. Inc. to 'CCC' from
'B-' and removed the ratings from CreditWatch with negative
implications, where they were placed on Oct. 31, 2023. S&P revised
the outlook to negative.
S&P also lowered its issue-level rating on CommScope's secured debt
to 'CCC+' from 'B' (recovery rating: '2') and its issue-level
rating on its unsecured debt to 'CCC-' from 'CCC+'(recovery rating:
'5').
The negative outlook reflects S&P's view that CommScope's expected
weak financial performance of leverage above the 10x area and low
FOCF generation in 2023 and 2024 will increase the risk of a
distressed exchange or buyback within the next 12 months to address
upcoming maturities.
S&P said, "CommScope will continue to face a challenging
macroeconomic environment and soft end-market demand through
year-end 2024, which we believe elevates the risk of a distressed
exchange or buyback within the next 12 months. We anticipate
CommScope's financial performance will be worse than expected over
the next few quarters on continued weak demand from its end
customers after announcing its weak third-quarter 2023 earnings. We
expect its revenue will decline more than 20% in 2023 due to large
declines in demand from its connectivity and cable solutions (CCS),
Outdoor Wireless Networks (OWN) and Access Network Solutions
(ANS).
"CommScope has an approximately $1.1 billion of convertible
preferred stock that we treat as debt and include in our leverage
calculations due to the holder's ability to redeem it for cash in
October 2027. While we believe its EBITDA margins will improve
slightly from its enacted cost savings plan in 2023, the large
decline in revenue will increase leverage to the high-10x area
(without preferred equity, in the high-9x area) in 2023. Due to
this decline, we believe CommScope can better monetize working
capital such that it will generate unadjusted FOCF of more than
$160 million in 2023. However, this level of cash flow may not
provide enough cushion as large issuances mature into a higher
interest rate environment.
"We believe CommScope will still see severe inventory overhang over
the next year before improving in the second half of 2024. However,
we believe it's unlikely demand will improve significantly in the
second half of 2024.
"We expect the company's organic top line will decline 5%-8% in
2024 as weakness for its CCS and OWN segments persist. As CommScope
sold its Home segment for equity in Vantiva and potential future
earnout payments, we do not expect deleveraging from this sale. The
Home segment had very low EBITDA margins such that it won't be a
large EBITDA drain. We believe the company's leverage will weaken
to the low-11x area (without preferred equity, in the high-9x area)
in 2024 due to demand weakness in its other businesses. We believe
CommScope's EBITDA margins will improve to 16%-19% as a result of
achieved synergies from its large 2023 cost savings plan such that
it generates more than $160 million of FOCF in 2024.
"As such, we believe the risk of a distressed exchange or buyback
over the next 12 months has increased. We believe it would be hard
for CommScope to receive significant value for assets as it is in a
distressed state and valuations remain low in this tough
macroeconomic environment. If CommScope engages in distressed
exchanges or buybacks that result in lenders receiving less than
originally promised, we could view that as a distressed exchange
and further lower the rating.
"The negative outlook reflects our view that CommScope's expected
weak financial performance of leverage above the 10x area and low
FOCF generation in 2023 and 2024 will increase the risk of a
distressed exchange or buyback within the next 12 months to address
upcoming maturities.
"We could downgrade the rating if we come to believe a term loan
acceleration, exchange or restructuring, or distressed debt
repurchase is likely to occur in the next 6 months due to severe
impact on operating performance from its large inventory overhang.
"We could take a positive rating action if we believe CommScope has
improved its capital structure and sustainably deleveraged. That
could occur if its financial performance improves significantly due
to strong end-customer demand such that it can refinance the 2025
unsecured notes. We would also need a credible path for CommScope
to address the 2026 secured term loans from operational
improvement. We could also look to upgrade if CommScope deleveraged
significantly from asset sales or equity infusion.
"We view social and environmental risk to be material for CommScope
but believe the company adequately manages these risks. We do not
expect these risks to affect our rating within the next year or
two."
Within the social category, the company faces risks regarding
workplace safety and child labor stemming from its manufacturing
operations and supply chain. CommScope has a program to mitigate
safety risks, which has reduced injury rates over the past 10 years
to below critical benchmarks. It also has a program to manage child
labor risk by conducting reviews, assessments, and audits of its
own operations and those of its suppliers deemed to be high risk.
S&P believes its management of these risks adequately mitigates the
potential for legal liability, costly regulatory action, and
reputational damage.
Waste management and greenhouse gas (GHG) emissions are risks in
the environmental category, which CommScope seeks to address
through its product life-cycle management and manufacturing design
processes. It reduced harmful chemicals in its products and waste
produced by manufacturing minimized packaging, seeks out recyclable
materials in any remaining packaging, and maximizes reuse,
refurbishment, or recycling for its products at the end-of-life
stage. The company also manages its manufacturing processes to
reduce energy consumption and GHG emissions. CommScope has
surpassed its goal to reduce GHG emissions 25% below 2016 levels by
the end of 2020. S&P believes this puts CommScope in a good
position to handle potential future regulations on, or taxation of,
emissions.
CORE SCIENTIFIC: Has $55 Million Equity Rights Offering
-------------------------------------------------------
Core Scientific, Inc. on Nov. 20, 2023, announced the commencement
of a rights offering to all holders of record of shares of the
Company's common stock (and certain other equity interests,
including vested restricted stock units) as of 5:00 p.m., New York
City time, on November 16, 2023. The Rights Offering is being
conducted pursuant to the Third Amended Joint Chapter 11 Plan of
Reorganization of Core Scientific, Inc. and its Debtor Affiliates
and the related Disclosure Statement.
The Plan is the result of mediation and extensive negotiations that
resulted in a Restructuring Support Agreement with certain of the
Company's key stakeholders, including an ad hoc group of the
Company's convertible note holders and the Official Committee of
Equity Security Holders. The RSA provides for a global settlement
of issues between the Company and the other parties to the RSA. The
Company has also reached settlements with several other key
creditors and, with conditional approval of the Disclosure
Statement, is moving forward with solicitation of the Plan and a
potential exit from bankruptcy in early 2024.
The Plan, which incorporates the RSA settlements and is premised on
a $1.5 billion total enterprise value of reorganized Core
Scientific, provides for a comprehensive restructuring of the
Company's balance sheet and will strengthen the Company by
substantially reducing its debt and preserving more than 270 jobs,
as well as provide a meaningful recovery to the Company's existing
shareholders. A key component of the Plan and source of needed
liquidity is the Rights Offering.
On Nov. 14, 2023, the U.S. Bankruptcy Court for the Southern
District of Texas approved, among other matters, procedures and
related materials that will govern the terms of the Rights
Offering.
Terms of $55 million rights offering:
* Each holder of Existing Common Interests will receive one
subscription right for each Existing Common Interest held as of
5:00 p.m., New York City time on Nov. 16, 2023, which is the Record
Date.
* Each subscription right will entitle the holder to purchase
0.01734 shares of common stock of the reorganized Company following
its emergence from the Chapter 11 cases (the "Rights Offering
Shares"), at the anticipated subscription price of $8.21710 per
whole Rights Offering Share. The subscription price per whole
Rights Offering Share may decrease, however, depending on (i)
treatment elections by Core Scientific's miner equipment lenders
("Equipment Lender Elections") under the Plan and (ii) the extent
to which the estimated disputed claims become allowed in Class 8
(General Unsecured Claims) and Class 11 (Section 510 Clams) in the
Chapter 11 cases. In both instances, the number of Rights Offering
Shares would increase, but the total subscription price paid would
not change. Core Scientific's assumptions regarding Equipment
Lender Elections and the estimated maximum amount of disputed
claims are subject to change.
* No fractional Rights Offering Share will be issued in the
Rights Offering. Any fractional Rights Offering Shares created by
exercise of Subscription Rights will be rounded down to the nearest
whole share.
* The subscription rights and oversubscription rights are
non-transferrable.
* The Rights Offering commenced on November 20, 2023.
* The Rights Offering expires at 5:00pm, New York City Time, on
December 11, 2023.
* Holders of Existing Common Interests that hold such interests
through a bank, broker, or other financial institution (a
"Subscription Nominee") in "street name" with the Depository Trust
Company ("DTC"), must direct their Subscription Nominee to tender
their Existing Common Interests through DTC's Automated Tender
Offer Program by 5:00pm, on December 11, 2023.
* Participation in the Rights Offering is optional for holders
of Existing Common Interests, and the treatment of Existing Common
Interests in the Chapter 11 cases, as described in the Plan and
Disclosure Statement, will not be impacted by whether holders of
Existing Common Interests participate in the Rights Offering or
not.
The Rights Offering will include an over-subscription right to
permit each holder that exercises its basic subscription rights in
full to purchase additional Rights Offering Shares (if any) that
remain unsubscribed at the expiration of the Rights Offering. If
the aggregate subscriptions (basic subscriptions plus
over-subscriptions) exceed the number of Rights Offering Shares
offered in the Rights Offering, then the aggregate
over-subscription amount will be pro-rated among the holders
exercising their respective oversubscription rights based on the
number of Rights Offering Shares each holder has subscribed
pursuant to its exercise of oversubscription rights.
In connection with the Rights Offering, as of November 17, 2023,
the Company entered into a backstop commitment letter with several
parties, including certain Core Scientific equity holders. Under
the backstop commitment letter, parties have agreed, in the
aggregate, to purchase up to $37.1 million of Rights Offering
Shares (the "Backstop Commitment") if the Rights Offering does not
raise funds equal to, or in excess of the Backstop Commitment. The
backstop commitment letter is subject to customary terms and
conditions, including a backstop commitment premium payable in
shares of common stock of the Company following its emergence from
Chapter 11.
The terms of the Rights Offering and the information presented
herein anticipates that in connection with the reorganization
described in the Plan and Disclosure Statement, holders of Existing
Common Interests will receive a number of new shares of Core
Scientific in exchange for their Existing Common Interests that is
expected to be 1/25th of the number of shares held on November 20,
2023 (such ratio is subject to change). Core Scientific's current
share price (OTC: CORZQ) does not reflect the reorganization of the
Company as described in the Plan and Disclosure Statement,
including the Rights Offering described therein, and is not
expected to be indicative of reorganized Core Scientific's
post-emergence share price.
About Core Scientific
Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S.
publicly-traded Bitcoin mining company in computing power. Core
Scientific, which was formed following a business combination in
July 2021 with blank check company XPDI, is a large-scale operator
of dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third-party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core
was formed following a business combination in July 2021 with XPDI,
a blank check company.
In July 2022, one of the Company's largest customers, Celsius
Mining LLC, filed for Chapter 11 bankruptcy in New York. With low
Bitcoin prices depressing mining revenue to a record low, Core
Scientific first warned in October 2022 that it may have to file
for bankruptcy if the company can't find more funding to repay its
debt that amounts to over $1 billion. Core Scientific did not make
payments that came due in late October and early November 2022 with
respect to several of its equipment and other financings, including
its two bridge promissory notes.
Core Scientific and its affiliates filed petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific
had total assets of US$1.4 billion and total liabilities of US$1.3
billion.
Judge David R. Jones oversees the cases.
The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT
Partners, LP, as investment banker; and AlixPartners, LLP as
financial advisor. Stretto is the claims agent.
A group of Core Scientific convertible bondholders is working with
restructuring lawyers at Paul Hastings. Meanwhile, B. Riley
Commercial Capital, LLC, as administrative agent under the
Replacement DIP facility, is represented by Choate, Hall & Stewart,
LLP.
On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee tapped Willkie Farr & Gallagher,
LLP as legal counsel and Ducera Partners, LLC as investment
banker.
The U.S. Trustee for Region 7 appointed an official committee of
equity security holders. The equity committee is represented by
Vinson & Elkins, LLP.
CORE SCIENTIFIC: Okayed to Solicit Bankruptcy Plan Votes
--------------------------------------------------------
Core Scientific Inc. received approval to solicit votes on its
bankruptcy plan.
The Bitcoin miner won approval to start collecting votes on a Plan
that involves the company slashing millions of dollars in debt,
with a confirmation hearing scheduled for December 2023. The
reorganized company is expected to have an enterprise value of $1.5
billion, according to court papers.
U.S. Bankruptcy Judge Christopher Lopez on Nov. 14, 2023, held a
hearing at which the judge conditionally approved the Disclosure
Statement for Third Amended Joint Chapter 11 Plan of Core
Scientific, Inc. and Its Affiliated Debtors, filed on November 16,
2023.
A hearing to consider confirmation of the Plan and final approval
of the Disclosure Statement has been scheduled for Dec. 22, 2023 at
10:00 a.m. (Prevailing Central Time).
The voting deadline is Dec. 13, 2023 at 5:00 p.m. (Prevailing
Central Time). Objections to confirmation of the Plan or final
approval of the Disclosure Statement are also due Dec. 15, 2023 at
5:00 p.m. (Prevailing Central Time).
About Core Scientific
Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S.
publicly-traded Bitcoin mining company in computing power. Core
Scientific, which was formed following a business combination in
July 2021 with blank check company XPDI, is a large-scale operator
of dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third-party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core
was formed following a business combination in July 2021 with XPDI,
a blank check company.
In July 2022, one of the Company's largest customers, Celsius
Mining LLC, filed for Chapter 11 bankruptcy in New York. With low
Bitcoin prices depressing mining revenue to a record low, Core
Scientific first warned in October 2022 that it may have to file
for bankruptcy if the company can't find more funding to repay its
debt that amounts to over $1 billion. Core Scientific did not make
payments that came due in late October and early November 2022 with
respect to several of its equipment and other financings, including
its two bridge promissory notes.
Core Scientific and its affiliates filed petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific
had total assets of US$1.4 billion and total liabilities of US$1.3
billion.
Judge David R. Jones oversees the cases.
The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT
Partners, LP as investment banker; and AlixPartners, LLP as
financial advisor. Stretto is the claims agent.
A group of Core Scientific convertible bondholders is working with
restructuring lawyers at Paul Hastings. Meanwhile, B. Riley
Commercial Capital, LLC, as administrative agent under the
Replacement DIP facility, is represented by Choate, Hall & Stewart,
LLP.
On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee tapped Willkie Farr & Gallagher,
LLP as legal counsel and Ducera Partners, LLC as investment
banker.
The U.S. Trustee for Region 7 appointed an official committee of
equity security holders. The equity committee is represented by
Vinson & Elkins, LLP.
CORSAIR GAMING: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Corsair Gaming,
Inc. including the B2 Corporate Family Rating, the B2-PD
Probability of Default Rating, and the B2 rating on the senior
secured bank credit facility. The facility consists of $100 million
first lien revolver expiring September 2026 and $250 million first
lien term loan due in September 2026. The Speculative Grade
Liquidity Rating ("SGL") was upgraded to SGL-2 from SGL-3. Moody's
changed the outlook to stable from negative.
The revision of the outlook to stable from negative reflects
Corsair's earnings recovery through the first nine months of 2023,
driving lower debt-to-EBITDA leverage and improving free cash flow.
Moody's adjusted EBITDA margin improved about 250 basis points for
the 12 months ended (LTM) September 2023 compared to the year
ending 2022, which along with renewed revenue growth resulted in
LTM debt-to-EBITDA leverage declining to about 5x compared to a
very high 13x as of 2022. A reduction in product costs from
suppliers, new product launches at higher margins, and lower
freight costs are driving earnings improvement. Moody's expects the
company will continue to benefit from these tailwinds in 2024.
Moody's now forecasts revenue will grow 2% to 3% in 2024 and
adjusted EBITDA will increase in a mid-single digit percentage
range benefitting from favorable volumes from the gaming components
and systems segment, offset by declines in the gaming peripherals
segment. Peripherals segment is forecasted to remain a headwind for
Corsair due to softness in consumption from consumers and continued
promotional activities in the channel by competitors. Softer demand
from peripherals should be offset by growth in components
reflecting the increased hardware requirements needed to run recent
new game releases and the initial stages of refresh cycle of PCs
built during early 2020.
Moody's affirmed the ratings because leverage remains elevated
compared to pre-pandemic levels and free cash flow is meaningfully
lower. Lower free cash flow reflects higher interest rates and
working capital investment. Moody's projects the company will
generate $20 to $30 million of free cash flow and that
debt-to-EBITDA leverage will be in a mid to low 4x range in 2024.
RATINGS RATIONALE
Corsair's B2 CFR reflects the company's high but improving
financial leverage, weak operating margins, and volatile operating
cash flow generation. Obsolescence risk is high because products
tend to have a very short life cycle, which requires Corsair to
maintain a robust research and development operation to maintain
its market position. Corsair remains a controlled company following
its September 2020 initial public stock offering (private equity
firm EagleTree Capital owns approximately 55%) and this creates
event risk related to EagleTree's exit including the potential for
share repurchases, although unlikely over the next 12 months. The
risks associated with Corsair's credit profile are partially
mitigated by the company's meaningful market share in the PC gaming
memory and PC gaming components end markets, innovative product
offering, strong brand recognition, good liquidity, and geographic
diversification. Approximately 52% of sales are derived from the
Americas with the remainder comprised of Europe, Middle East, and
APAC. Corsair's improved profitability over the past nine months
through better product portfolio mix with increasing average
selling price, lower costs from suppliers, and a reduction in
freight expense. Moody's forecasts debt-to-EBITDA leverage to
decline to a mid-to-low 4x range by the end of 2024 and that the
company will generate $20-30 million of free cash flow over the
next 12 months.
The upgrade of the Speculative Grade Liquidity rating to SGL-2 from
SGL-3 reflects improved projected free cash flow. Corsair Gaming's
good liquidity is supported by a sizable cash balance of $145
million as of September 2023, full availability of its undrawn $100
million revolving credit facility and expectations of positive free
cash flow of at least $20 million. The projections reflect the
effects of higher earnings partially offset by the increase in
interest rates. Moody's forecasts modest revolver utilization over
the next 12 months because Corsair's seasonal working capital needs
are high and the company terminated its accounts receivable
factoring agreement on October 2, 2023 that previously provided
additional options to fund investments in working capital. The
company does not have meaningful debt maturities until September
2026. The credit facility is governed by financial maintenance
covenants including a minimum EBITDA-to-interest coverage ratio of
2.5x and maximum total net debt-to-EBITDA leverage ratio of 3.25x.
Corsair obtained an amendment in November 2022 that temporarily
decreased the minimum interest coverage ratio to 2.5x until
December 31, 2023 and increased the total net leverage ratio to
3.25x until December 31, 2023, after which the net leverage
covenant level reverts to 3x until maturity. Moody's believes the
interest coverage and leverage covenants headroom is ample and
expects the company will remain in compliance with its maintenance
covenants over the next 12 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that revenue and
earnings will grow modestly over the next year, resulting in
debt-to-EBITDA leverage in a mid-to-low 4x range by the end of
2024. The stable outlook also reflects Moody's expectations for
more consistent positive free cash flow of about $20 to $30 million
over the next 12 months.
The ratings could be upgraded if the company is able to sustain
revenue growth while improving the EBITDA margin, debt-to-EBITDA is
sustained below 3.5x on a Moody's adjusted basis and free cash
flow-to-debt is above 10%. The company would also need to maintain
financial policies that sustain these credit metrics and good
liquidity.
The ratings could be downgraded if the company's earnings
deteriorate due to market share declines, volume reductions driven
by lower consumer spending, or higher costs. The ratings could also
be downgraded if the company pursues debt financed acquisitions or
cash distributions to shareholders, debt-to-EBITDA leverage is
sustained above 4.5x, free cash flow-to-debt is less than 4% or
liquidity deteriorates.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
Corsair Gaming, Inc., headquartered in Milpitas, California, is a
global developer and designer of high-performance gear and
technology for gamers, content creators and PC gaming enthusiasts.
The company's product portfolio includes PC components, gaming
peripherals, premium streaming equipment and ambient lighting.
Products are sold under several brands including Elgato, SCUF, Drop
and Origin PC. Corsair is owned by EagleTree Capital, L.P. and
limited partner co-investors (approximately 55%) following a
September 2020 initial public offering, public shareholders, and
Corsair senior management. The company generated revenue of
approximately $1.4 billion in the LTM period ended September 30,
2023.
CROWN CREST: Liquidity Woes Prompt CCAA Filing
----------------------------------------------
The Ontario Superior Court of Justice (Commercial List) ("Court")
issued an initial order granting Crown Crest Financial Corp.,
Simply Green Home Services Inc., Simply Green Home Services Corp.,
Crown Crest Capital Management Corp., Crown Crest Funding Corp.,
and Crown Crest Capital Trust ("Crown Crest Leasing Group")
protection under the Companies' Creditors Arrangement Act ("CCAA").
Pursuant to the Initial Order, KPMG Inc. has been appointed as
Monitor ("Monitor") in Crown Crest Leasing Group’s CCAA
proceedings.
The Initial Order provides for a stay of proceedings against the
Crown Crest Leasing Group and its officers and directors until and
including Nov. 19, 2023. The Stay of Proceedings prohibits all
parties from commencing or continuing any legal proceedings against
the Crown Crest Leasing Group, and all rights and remedies of all
parties against or in respect of the Crown Crest Leasing Group,
their assets and business are stayed and suspended except with the
written consent of the Crown Crest Leasing Group and the Monitor,
or with leave of the Court.
The Stay of Proceedings was granted to protect the Crown Crest
Leasing Group, their assets and business and the interests of their
creditors, and to give the Crown Crest Leasing Group the necessary
working capital and liquidity to continue operations while
providing an opportunity to explore restructuring options under the
CCAA. A hearing date has been set for Nov. 17, 2023 to, among
other things, seek Court approval for an extension of the Stay of
Proceedings to Feb. 10, 2024.
The Initial Order directs the Crown Crest Leasing Group to make no
payments relating to the supply of goods or services made prior to
Nov. 9, 2023.
According to the filings, Peoples Trust Company ("PTC") has been a
principal source of secured financing for the Simply Green Group.
It has done so through warehouse loan agreements and secured
debentures advanced to certain of the Companies ("Loan
Agreements"). It has also entered into a number of concurrent
leases, with members of the Simply Green Group under which PTC has
rights pertaining to the underlying rents payable for specific
portfolios of consumer rental agreements.
As of Sept. 30, 2023, PTC is owed approximately $39,737,421.00
under the Loan Agreements and has further exposure under the
Concurrent Leases in the amount of approximately $279,655,155.
The Simply Green Group is facing significant liquidity challenges.
The Simply Green Group is insolvent and requires immediate support
to maintain its
business.
PTC is the senior creditor and has a proprietary interest in a
significant part of the Companies' asset portfolio of customer
rental agreements and security interests over all assets
A copy of the Initial Order, the application materials, and a
preliminary list of known creditors are posted on the Monitor's
Website at: https://kpmg.com/ca/crowncrest
The Monitor will post additional relevant information and
documentation related to these proceedings on the Monitor’s
website as they become available. Interested persons may contact
the Monitor directly toll free at 1-833-668-6400, locally at
416-228-6758, or via email at crowncrest@kpmg.ca.
Monitor can be reached at:
KPMG Inc.
Bay Adelaide Centre, 333 Bay Street
Suite 4600
Toronto, Ontario M5H 2S5
Paul van Eyk
Tel: 416-777-8281
Email: pvaneyk@kpmg.ca
Pritesh Patel
Tel: 416-468-7923
Email: pritpatel@kpmg.ca
Huey Lee
Tel: 604-646-6398
Email: hueylee@kpmg.ca
Tim Montgomery
Tel: 416-777-8615
Email: timmontgomery@kpmg.ca
Counsel to the Monitor:
Osler, Hoskin & Harcourt LLP
1 First Canadian Place, 100 King Street West
Suite 6200
Toronto, Ontario M5X 1B8
Marc Wassermann
Tel: 416-862-4908
Email: mwasserman@osler.com
Shawn Irving
Tel: 416-862-4733
Email: sirving@osler.com
Martino Calvaruso
Tel: 416-862-6665
Email: MCalvaruso@osler.com
Proposed Chief Restructuring Officer:
HWS Consulting Inc.
90 Allstate Parkway, Suite 600
Markham, Ontario L3R 6H3
Joe Prosperi
Tel: 416-662-6348
Email: Jprosperi@hwsconsultant.com
Counsel to the Chief Restructuring Officer:
Aird & Berlis LLP
181 Bay Street, Suite 1800
Toronto, Ontario M5J 2T9
Steven Graff
Tel: 416-865-7726
Email: sgraff@airdberlis.com
Counsel to Peoples Trust Company:
Gowling Wlg (Canada) LLP
1 First Canadian Place, 100 King Street West
Suite 1600
Toronto, Ontario M5X 1G5
David Cohen
Tel: 416-369-6667
Email: david.cohen@gowlingwlg.com
Clifton P. Prophet
Tel: 416-862-3509
Email: clifton.prophet@gowlingwlg.com
Thomas Gertner
Tel: 416-369-4618
Email: thomas.gertner@gowlingwlg.com
Katherine Yurkovich
Tel: 416-862-4342
Email: kate.yurkovich@gowlingwlg.com
Counsel to the Simply Green Leasing Group
Miller Thomson LLP
40 King Street West
Suite 5800
Toronto, Ontario M5H 4A9
Alfred Apps
Tel: 416-595-8199
Email: aapps@millerthomson.com
Kyla Mahar
Tel: 416-597-4303
Email: kmahar@millerthomson.com
Co-Counsel to the Simply Green Leasing Group:
Stikeman Elliott LLP
5300 Commerce Court West, 199 Bay Street
Toronto, Ontario M5L 1B9
Elizabeth Pillon
Tel: 416-869-5623
Email: lpillon@stikeman.com
Crown Crest operates a vertically integrated home energy rental,
leasing and servicing business.
CRYPTO CO: Announces Delay in Q3 Form 10-Q Filing
-------------------------------------------------
Crypto Co. 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 has experienced a delay in filing its
Quarterly Report on Form 10-Q by November 14, 2023, the original
due date for such filing.
The Company is unable to file its Form 10-Q within the prescribed
time period because it requires additional time to prepare and
review its financial statements, including the notes thereto, for
the quarter ended September 30, 2023, primarily due to its limited
resources and financial and accounting personnel.
As a result, the Company is unable to file its Form 10-Q by the
prescribed filing date without unreasonable effort or expense. The
Company currently anticipates that it will be able to complete the
work described above in time for the Company to file its Quarterly
Report within the 5-day extension provided under Rule 12b-25 of the
Securities Exchange Act of 1934, as amended.
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com/ -- is engaged in the business of
providing consulting services and education for distributed ledger
technologies, for the building of technological infrastructure, and
enterprise blockchain technology solutions.
Crypto Company reported a net loss of $5.66 million in 2022, a net
loss of $785,630 in 2021, and a net loss of $2.82 million in 2020.
As of March 31, 2023, the Company had $1.38 million in total
assets, $5.02 million in total liabilities, and a total
stockholders' deficit of $3.64 million.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 14, 2023, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
CUENTAS INC: Announces Delay in Form 10-Q Filing
------------------------------------------------
Cuentas 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 fiscal quarter
ended September 30, 2023, will be delayed.
According to the Company, it is unable, without unreasonable effort
or expense, to file its Quarterly Report on Form 10-Q by November
14, 2023, as the review process of the financial statements could
not be completed by the prescribed filing date.
The Company anticipates that it will file the Quarterly Report no
later than the fifth calendar day following the prescribed filing
date.
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
https://www.cuentas.com -- currently focuses on the business of
using proprietary fintech technology to provide e-banking
ande-commerce services for delivering mobile banking, prepaid debit
and digital content services to the unbanked, underbanked and
underserved Latino, Hispanic and immigrant communities. The
Company's proprietary software platform enables Cuentas to offer
comprehensive financial services and robust functionality that is
absent from other Mobile Apps through the use of its Prepaid Debit
Mastercard/General-Purpose Reloadable cards.
Cuentas reported a net loss attributable to the company of $14.53
million in 2022, a net loss attributable to the company of $10.73
million in 2021, a net loss attributable to the company of $8.10
million in 2020, a net loss attributable to the company of $1.32
million in 2019, and a net loss of $3.56 million in 2018. As of
March 31, 2023, the Company had $5.19 million in total assets,
$2.31 million in total liabilities, and $2.88 million in total
stockholders' equity.
Tel-Aviv, Israel-based Yarel + Partners, Certified Public
Accountants (Isr.), the Company's auditor since 2023, issued a
"going concern" qualification in its report dated March 31, 2023,
citing that the Company has incurred net losses since its
inception, and has not yet generated sufficient revenues to support
its operations. As of Dec. 31, 2022, there is an accumulated
deficit of $52,750,000. These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.
CUENTAS INC: Incurs $1.2 Million Net Loss in Third Quarter
----------------------------------------------------------
Cuentas, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $1.19 million
on $895,000 of revenues for the three months ended Sept. 30, 2023,
compared to a net loss of $2.27 million on $1.14 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 $4.29 million on $1 million of revenues, compared to a
net loss of $9.08 million on $2.21 million of revenues for the nine
months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $5.28 million in total
assets, $3.27 million in total liabilities, and $2 million in total
stockholders' equity.
As of Sept. 30, 2023, the Company had $1,057,000 in cash and cash
equivalents, $1,081,000 in negative working capital, and an
accumulated deficit of $57,044,000.
Cuentas said, "These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Company's
ability to continue as a going concern is dependent upon raising
capital from financing transactions and revenue from operations.
Management anticipates their business will require substantial
additional investments that have not yet been secured. Management
is continuing in the process of fund raising in the private equity
and capital markets as the Company will need to finance future
activities."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001424657/000121390023088510/f10q0923_cuentasinc.htm
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- currently focuses on the business of
using proprietary fintech technology to provide e-banking
ande-commerce services for delivering mobile banking, prepaid debit
and digital content services to the unbanked, underbanked and
underserved Latino, Hispanic and immigrant communities. The
Company's proprietary software platform enables Cuentas to offer
comprehensive financial services and robust functionality that is
absent from other Mobile Apps through the use of its Prepaid Debit
Mastercard/General-Purpose Reloadable cards.
Cuentas reported a net loss attributable to the company of $14.53
million in 2022, a net loss attributable to the company of $10.73
million in 2021, a net loss attributable to the company of $8.10
million in 2020, a net loss attributable to the company of $1.32
million in 2019, and a net loss of $3.56 million in 2018. As of
March 31, 2023, the Company had $5.19 million in total assets,
$2.31 million in total liabilities, and $2.88 million in total
stockholders' equity.
Tel-Aviv, Israel-based Yarel + Partners, Certified Public
Accountants (Isr.), the Company's auditor since 2023, issued a
"going concern" qualification in its report dated March 31, 2023,
citing that the Company has incurred net losses since its
inception, and has not yet generated sufficient revenues to support
its operations. As of Dec. 31, 2022, there is an accumulated
deficit of $52,750,000. These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.
CUSTOM ALLOY: Proposes Liquidating Plan After Sale
--------------------------------------------------
Custom Alloy Corporation, et al., submitted a Combined Disclosure
Statement and Joint Chapter 11 Plan of Liquidation.
The Plan contemplates the establishment of a Liquidation Trust by
and through which the Liquidation Trustee will marshal the
remaining Assets of the Estates, review Claims, and make
Distributions from such Assets to Holders of Allowed Claims, as set
forth herein and consistent with the priority provisions of the
Bankruptcy Code.
Following the Petition Date, the Debtors sought to provide for, on
a parallel path, either a plan of reorganization where the Debtors'
business could continue under the control of the current owners and
managers, or a robust marketing process for the Sale of
substantially all of the Debtors' assets. The Debtors retained SSG
Capital Advisors, LLC as its investment banker to find an investor
for the business and/or to run the sale process. It also retained
Sierra Constellation Partners to be its financial advisor.
Additionally, because the Committee and CIBC were concerned that
the Debtors' owners and managers would potentially have a conflict
of interest in the sale process, the Debtors agreed to retain
retired Judge Kevin Gross as an independent director (the
"Independent Director") of the Debtors to handle and address any
conflicts that arose.
On Feb. 27, 2023, the Bankruptcy Court entered the Bid Procedures
Order. As part of the Debtors' post-petition marketing efforts, the
Debtors and/or their professionals contacted and engaged with
numerous parties, culminating in the receipt of three qualified
bids for substantially all of the Debtors' Assets. On April 27,
2023, the Debtors filed a notice identifying CAC Acquisitions, LLC
("CAC Acquisitions" or "Purchaser") as the stalking horse
purchaser. At the conclusion of the May 3, 2023 auction, the
Independent Director, in consultation with the Committee and
Electric Boat, selected as the successful bid the bid submitted by
the CAC Acquisitions, as increased by both a cash bid increase and
a partial credit bid, and the bid submitted by CAA Partners as the
backup bid.
The Purchaser's successful bid resulted in the Asset Purchase
Agreement, which consisted of, inter alia, a purchase price of
$37,424,000 (the "Purchase Price") plus a credit bid of $30 million
of the Barings Debt. On May 9, 2023, the Bankruptcy Court approved
the sale, and the sale closed on June 16, 2023.
In connection with the sale, the Debtors assumed and assigned
certain leases for real property located at 3 Washington Avenue,
High Bridge, New Jersey and 412 Trimmer Road, Califon, New Jersey.
In order to facilitate the assumption and assignment of the leases,
the Committee and the landlords, 1742 Square Associates, Ltd., and
Trimmer Road Company, LLC, entered into an agreement resolving a
potential objection by the Committee to the proposed cure amounts.
As part of the agreement, the landlords agreed to allocate the
Liquidation Trust Cure Proceeds to the Liquidation Trust,
consisting of a portion of the cure amount not exceeding $300,000.
The actual amount of the Liquidation Trust Cure Proceeds is
approximately $126,316 and is being held in escrow by KCP Advisory
Group, LLC, pending the Effective Date of the Plan. Upon the
Effective Date of the Plan, the Liquidation Trust Cure Proceeds
will be released to the Liquidation Trust and be a part of the
Liquidation Trust Assets.
Also in connection with the sale, the Bankruptcy Court required
that the Debtor create a reserve of $1,039,000 to satisfy any
allowed PMSI Claims (the "Reserve"). The Reserve has been funded
from the closing proceeds and is being maintained at Wilmington
Trust. On September 15, 2023, the Court entered a consent order
allowing certain PMSI claims, which will be paid from the Reserve.
The claims of BMO Harris (which include a claim assigned to it from
Bank of the West), US Bank, Cisco and Mitsubishi remain to be
resolved.
Under the Plan, Class 5 General Unsecured Claims total $4,000,000.
After satisfaction in full of all Administrative Expense Claims,
Allowed Professional Fee Claims, Allowed Priority Tax Claims,
Allowed Secured Claims, and Allowed Priority Non-Tax Claims and
allowed PMSI Claims, each Holder of an Allowed General Unsecured
Claim will receive its Pro Rata share of the Distributable Cash or
such other treatment as may be agreed upon by such Holder and the
Liquidation Trustee. Class 5 is impaired.
Class 6 Purchaser Acquired Claim total $34 million and the
estimated recovery is zero. After satisfaction in full of all debt
other than the Purchaser Acquired Claim including, without
limitation, Administrative Expense Claims, Allowed Professional Fee
Claims, Allowed Priority Tax Claims, Allowed Secured Claims,
Allowed PSMI Claims, Allowed Priority Non-Tax Claims, and Allowed
General Unsecured Claims, the Holder of the Purchaser Acquired
Claim will receive all remaining Distributable Cash available in an
amount not to exceed the allowed amount of such claim or such other
treatment as may be agreed upon by such Holder and the Liquidation
Trustee. Class 6 is impaired.
Counsel for the Debtors:
Jonathan I. Rabinowitz, Esq.
Henry Karwowski, Esq.
John J. Harmon, Esq.
Jay L. Lubetkin, Esq.
RABINOWITZ, LUBETKIN & TULLY, L.L.C.
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: (973) 597-9100 x109
Fax: (973) 597-9119
E-mail: jrabinowitz@rltlawfirm.com
hkarwowski@rltlawfirm.com
jharmon@rtllawfirm.com
jlubetkin@rtllawfirm.com
Counsel for the Official Committee of Unsecured Creditors:
Martha B. Chovanes, Esq.
Joseph J. DiPasquale, Esq.
Michael R. Herz, Esq.
FOX ROTHSCHILD LLP
49 Market Street
Morristown, NJ 07960
Tel: (973) 992-4800
Fax: (973) 992-9125
E-mail: mchovanes@foxrothschild.com
jdipasquale@foxrothschild.com
mherz@foxrothschild.com
A copy of the Combined Disclosure Statement and Joint Chapter 11
Plan of Liquidation dated November 3, 2023, is available at
https://tinyurl.ph/zESVA from PacerMonitor.com.
About Custom Alloy Corporation
Custom Alloy Corporation is a manufacturer of specialty metals for
seamless and welded pipe fittings & forgings, predominantly for
customers requiring time-critical maintenance or repair.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 22-18143) on Oct. 13, 2022.
In the petition signed by Adam M. Ambielli, its CEO and president,
the Debtor disclosed up to $50 million in assets and up to $100
million in liabilities.
Judge Michael B. Kaplan oversees the case.
Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC,
is the Debtor's counsel.
The official committee of unsecured creditors retained Fox
Rothschild LLP as counsel.
DARJEN INC: Wins Interim Cash Collateral Access
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Darjen, Inc. to use cash
collateral on an interim basis in accordance with the budget.
Clover Advantage Group and Titan Asset Purchasing hold security
interests in all of the Debtor's assets.
The estimated value of the cash collateral at the time of the
filing of the case was approximately $42,000.
On or before January 8, 2024, the Debtors are directed to file a
report comparing the approved budgets and the actual expenses for
December 1 through December 31, 2023, with an explanation of any
substantial differences.
As adequate protection, the Lenders are granted a replacement lien
pursuant to 11 U.S.C. Section 361(2) on and in all property of the
Debtor acquired or generated after the Petition Date, but solely to
the same extent and priority, and of the same kind and nature, as
the property of the Debtor securing the prepetition obligations to
Clover Advantage Group and Titan Asset Purchasing under the
Pre-Petition Loan Documents.
In the event that diminution occurs in the value of cash collateral
from and after the Petition Date as a result of the Debtor's use
thereof in an amount in excess of the value of the Replacement
Liens granted, Clover Advantage Group and Titan Asset Purchasing
will be granted an administrative claim under 11 U.S.C. Section
507(b), with priority over all other administrative expense claims.
The Lender's super-priority administrative expense claim will not
attach to or be paid from the proceeds of the Avoidance Actions.
The Replacement Liens granted will be valid and perfected without
the need for the execution or filing of any further documents or
instruments.
Commencing November 1, 2023 and continuing on the 1st day of each
month thereafter, until otherwise ordered by the Court, the Debtor
will make adequate protection payments to Clover Advantage Group in
the amount of $1,941 and Titan Asset Purchasing in the amount of
$1,500 each per month.
A further hearing on the matter is set for January 11, 2024 at 1:30
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=QzwiW2 from PacerMonitor.com.
The Debtor projects $80,000 in total sales and $57,187 in total
operating expenses for one month.
About Darjen, Inc.
Darjen, Inc. owns and operates a compound pharmacy. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. S.D. Fla. Case No. 23-17470-MAM) on September 18,
2023. In the petition signed by Michelle Notartomaso, president,
the Debtor disclosed up $50,000 in assets and up to $1 million in
liabilities.
Judge Mindy A. Mora oversees the case.
Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the
Debtor as legal counsel.
DEADWORDS BREWING: Wins Cash Collateral Access Thru Jan 2024
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Deadwords Brewing Company, LLC to use
cash collateral on an interim basis in accordance with the budget.
Specifically, the Debtor the Debtor is authorized to use cash
collateral to pay: (a) amounts expressly authorized by the Court,
including payments to the Subchapter V Trustee and payroll
obligations incurred post-petition in the ordinary course of
business; (b) the current and necessary expenses set forth in the
budget, plus an amount not to exceed 10% for each line item; and
(c) additional amounts as may be expressly approved in writing by
Celtic Bank Corporation and Toast Capital, LLC.
As adequate protection, the Secured Creditors will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the prepetition lien,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued preliminary hearing on the matter is set for January
11, 2024 at 10:30 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=WeubfZ from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$15,763 for the week of November 27, 2023;
$16,369 for the week of December 4, 2023;
$26,157 for the week of December 11, 2023;
$23,239 for the week of December 18, 2023; and
$15,763 for the week of December 25, 2023.
About Deadwords Brewing Company LLC
Deadwords Brewing Company LLC is a craft brewpub operating in the
Parramore District of Downtown Orlando.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04117) on October 2,
2023. In the petition signed by James D. Satterfield, managing
member, the Debtor disclosed up to $1 million in assets and up to
$10 million in liabilities.
Judge Grace E. Robson oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
DIXON TOWN: Loan Servicer Says Disclosures Inadequate
-----------------------------------------------------
Creditor Corevest American Finance Lender LLC objects to Dixon Town
Homes LLC's Disclosure Statement because it lacks the adequate
information 11 U.S.C. Sec. 1125 requires.
Corevest is the loan servicer for the owner of the loan which is
evidenced by a promissory note secured by a first trust deed in the
amount of $3,000,000 against Debtor's sole asset in this case, a
multi-family investment property located at 29529 Dixon Street,
Hayward, CA 94544. The Property is a cash producing ten-unit
multifamily investment property.
The parties' loan agreement, entered in June 2019, was a short-term
refinance loan agreement that required Debtor to make monthly
interest only payments beginning August 1, 2019, through and
including May 1, 2020. The loan matured on May 21, 2020, requiring
Debtor to pay the entire loan balance. Debtor failed to do so.
The loan matured over three years ago. Debtor remains in default on
the loan despite Corevest's agreements over the years to extend the
maturity date and twice delaying the trustee's sale date. Debtor
filed its bankruptcy petition on June 14, 2023, the same day as the
trustee's most recent scheduled sale.
Corevest will not agree to any loan modifications or extensions.
It has or will soon be filing a motion for relief from the
automatic stay to continue pursuing its state foreclosure
proceeding and remedies. The relief from stay motion seeks relief
under 11 U.S.C. Sec. 362(d)(1) and (2).
Corevest says the security interest of its client in the Property
is not adequately protected. Debtor is not making any periodic
payments under the parties' court approved Cash Collateral
Stipulation and, even if it were, Debtor's gross monthly rental
income is several thousand dollars short of servicing its
pre-petition/pre-loan maturation monthly payment obligation of
$21,775.78. See, Debtor's August 2023 (and most recent) Monthly
Operating Report stating gross rental income of less than $13,500
and net income of $7,814.
Under the Cash Collateral Agreement, Debtor agreed to remit to
Corevest $18,000 per month in adequate protection payments,
beginning September 1, 2023, provided there were sufficient
proceeds to make the payment. Debtor has yet to make any adequate
protection payments despite having some cash available to do so.
Debtor's debtor-in-possession account ("DIP account") had a
$21,848.28 balance as of August 7, 2023. On August 10, 2023,
however, Debtor transferred $20,000 from its DIP account to an
entity called "Town & Country West LLC"; neither a previously
disclosed entity nor a creditor listed in Debtor's schedules. This
payment is not supported by any evidence that Debtor sought and
received the Court's or Corevest's approval before disbursing these
funds. By August 31, 2023, the DIP account balance was less than
$4,000. Debtor has not filed a monthly operating report since its
August report.
Attorneys for creditor Corevest American Finance Lender LLC:
Mitchell B. Ludwig, Esq.
KNAPP, PETERSEN & CLARKE
550 North Brand Boulevard, Suite 1500
Glendale, CA 91203-1922
Tel: (818) 547-5000
Fax: (818) 547-5329
E-mail: mbl@kpclegal.com
About Dixon Town Homes
Dixon Town Homes LLC, a company in Sacramento Calif., filed its
voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case
No. 23-40682) on June 14, 2023, with as much as $1 million to $10
million in both assets and liabilities. Waqar Khan as president,
signed the petition.
Judge William J. Lafferty oversees the case.
The Law Office of Lewis Phon serves as the Debtor's legal counsel.
DLOUX PROPERTIES: Court Approves Disclosure Statement
-----------------------------------------------------
Judge Craig A. Gargotta has entered an order approving the
Disclosure Statement of Dloux Properties LLC.
Dec. 4, 2023 is fixed as the last day for receipt of acceptances or
rejections of the Plan of Reorganization.
The last date to object to confirmation will be Dec. 4, 2023.
A hearing on the confirmation of the Debtor's Plan of Liquidation
will be held on Dec. 13, 2023, at 1:30 p.m. before the Honorable
Craig A. Gargotta, United States Bankruptcy Judge for the Western
District of Texas, unless otherwise notified, the hearing will be
held at the S.A. Courtroom 2, Hipolito F. Garcia Fed. Bldg. &
Courthouse, 615 E. Houston St., San Antonio, Texas 78205.
That Debtor must file its ballot summary no later than Dec. 11,
2023.
About Dloux Properties
Dloux Properties, LLC, is a single asset real estate (as defined in
11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of
an improved property located at 4079 Salt Branch Loop, Gillespie
County, valued at $1.75 million.
Dloux Properties filed its voluntary petition for Chapter 11
protection (Bankr. W.D. Tex. Case No. 23-50568) on May 8, 2023,
listing $1,750,000 in assets and $1,275,555 in liabilities. Juan
Iribarren as managing member, signed the petition.
West & West Attorneys at Law, P.C., serves as the Debtor's legal
counsel.
DOMUS BWW: Class 2A Unsecureds Owed $60K to Get 25% of Claims
-------------------------------------------------------------
Domus BWW Funding, LLC, and 1801 Admin, LLC, submitted a Disclosure
Statement with respect to Joint Plan of Reorganization.
The Debtors filed their Schedules with the Bankruptcy Court that
listed the assets which are owned by the Debtors or in which the
Debtors have an interest as of the Petition Date. The Debtors'
principal assets as of the Petition Date were as follows:
1801 Debtor:
* Cash and Cash Equivalents of $1,883.19;
* Deposits and Prepayments of $81,979.50;
* Accounts Receivable of $110,272.46
* Miscellaneous Office Furniture and Equipment of $38,293.56
* Interests in Insurance Policies for various policy periods
through the Petition Date with an Unknown value; and
* Causes of Action against various insurance companies with an
Unknown value.
Domus Debtor:
* Cash and Cash Equivalents of $377.64;
* 2014 Credit Agreement estimated at $1,000,000.00;
* City of Philadelphia Tax Refund of $3,700.00;
* Interests in Insurance Policies for various policy periods
through the Petition Date with an Unknown value;
* Causes of Action against various insurance companies with an
Unknown value; and
* Litigation Claims with an Unknown value
The Debtors' liabilities as of the Petition Date were as follows:
1801 Debtor:
* Secured Claims of $0.00;
* Priority Claims of $0.00;
* General Unsecured Claims of $13,179.89;
* Litigation Claims of an Unknown amount.
Domus Debtor:
* Secured Claims of $0.00;
* Priority Claims of $0.00;
* General Unsecured Claims of $600.006;
* Litigation Claims of an Unknown amount.
Under the Plan, Class 2A Ongoing General Unsecured Claims total
$60,000 and will recover 25% of their claims. Each Holder of an
Allowed Ongoing General Unsecured Claim will receive, subject to
the Holder's ability to elect Convenience Claim treatment on
account of its Allowed Ongoing General Unsecured Claim, its Pro
Rata Share of the Class 2A Fund within 45 days following the later
of (a) the Effective Date or (b) the date that such Ongoing General
Unsecured Claim becomes Allowed (if such Claim becomes Allowed
after the Effective Date). Class 2A is impaired.
Class 2B Other General Unsecured Litigation Claims. Each Holder of
an Allowed Other General Unsecured Litigation Claim will receive
subject to the Holder's ability to elect Convenience Claim
treatment on account of its Allowed Other General Unsecured
Litigation Claim, its Pro Rata Share of the Class 2B Fund within 45
days following the later of (a) the Effective Date, or (b) the date
that such Other General Unsecured Litigation Claim becomes Allowed
(if such Claim becomes Allowed after the Effective Date), or (c)
the Reorganized Debtors' deposit of the Net Proceeds from the
Adversary Proceeding determined in accordance with Article IV.O of
the Plan. Solely to the extent that the Holder of an Allowed Other
General Unsecured Litigation Claim that votes to accept the Plan
fails to recover in full from the Class 2B Fund, such Holder may
elect to have the unsatisfied portion of its Allowed Claim treated
as an Allowed Convenience Claim and receive cash in an amount equal
to the lesser of (a) the amount of the unsatisfied portion of the
Allowed Other General Unsecured Litigation Claim and (b) $25,000.
Class 2B is impaired.
All amounts necessary for the Reorganized Debtors to fund or pay on
the Effective Date in accordance with the terms of the Plan and
Confirmation Order: (a) the Professional Fee Reserve Account; (b)
the Class 2A Fund, (c) the Allowed Class 1 Other Priority Claims,
(d) the Allowed Class 3 Convenience Claims, and (e) the Allowed
Priority Tax Claims will be from the proceeds of the Exit Facility,
the Equity Security Holders Contribution to the Debtors, and the
Carve-Out set forth in the DIP Credit Agreement, of an amount equal
to the lesser of: 50% of the net proceeds of the DIP Collateral
remaining after payment of (i) first, Quarterly Fees, and (ii)
second, the allowed administrative claim of each Retained
Professional allowed by the Bankruptcy Court pursuant to section
330 of the Bankruptcy Code; provided, however, the proceeds of the
Term Loans not be used to pay any contingency fees of any Retained
Professional or $150,000, which be permitted to be used to fund
payments to Holders of Allowed Professional Fee Claims, Allowed
Priority Tax Claims, Allowed Other Priority Claims and Allowed
General Unsecured Claims;
The Class 2B Fund will be funded by the Net Proceeds from the
Adversary Proceeding, if any, as described in Article IV.M below;
and
All amounts necessary for the Reorganized Debtors to fund Allowed
Administrative Expense Claims as they come due, in accordance with
the terms of the Plan and the Confirmation Order, be from Cash on
hand on or after the Effective Date.
Attorneys for the Debtors:
Aris J. Karalis, Esq.
Robert W. Seitzer, Esq.
Robert M. Greenbaum, Esq.
KARALIS PC
1900 Spruce St.
Philadelphia, PA 19103
Tel: (215) 546-4500
A copy of the Disclosure Statement dated November 3, 2023, is
available at https://tinyurl.ph/BybrY from PacerMonitor.com.
About Domus BWW Funding
Domus BWW Funding, LLC, and 1801 Admin, LLC, filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Lead Case No. 22-11162) on May 3, 2022, listing up
to $500,000 in assets and up to $50,000 in liabilities.
Judge Eric L. Frank presides over the cases.
The Debtors tapped Aris J. Karlis, Esq., at Karalis PC as
bankruptcy counsel. Dinsmore & Shohl LLP, McGuireWoods LLP, Landis
Rath & Cobb LLP, Perkins Coie LLP, Gateley Plc, Anderson Kill PC,
and Dechert LLP serve as special counsel.
DOMUS BWW: Seeks Approval of Disclosure Statement
-------------------------------------------------
Domus BWW Funding, LLC, and 1801 Admin, LLC, submitted a motion for
entry of an order approving the Disclosure Statement and the form
and manner of notice and granting related relief.
A hearing on the Motion is scheduled for Dec. 6, 2023, at 12:30
p.m. at Courtroom #4.
The Disclosure Statement contains sufficient information necessary
for holders of Claims entitled to vote on the Plan to make an
informed decision about whether to vote to accept or reject the
Plan.
Accordingly, the Debtors request that the Court approve the
Disclosure Statement as containing adequate information in
satisfaction of the requirements of Section 1125 of the Bankruptcy
Code.
For solicitation and tabulation purposes, one Ballot will be
provided to each holder of an Ongoing General Unsecured Claim in
Class 2A. Such Ballot shall include the option to make an
irrevocable election to join Class 3 (Convenience Claims) and be
treated as a holder of a Class 3 Claim. If a holder of a Class 2A
Claim with a Claim of $25,000 or less is deemed to join Class 3
(Convenience Claims) or an eligible holder of a Class 2A Claim that
is greater than $25,000 makes the voluntary election to join Class
3 (Convenience Claims), then its Claim shall, upon its allowance
for voting purposes only, be counted only in such Class 3 and shall
not be tabulated as a Claim in Class 2A (Ongoing General Unsecured
Claims).
For solicitation and tabulation purposes, one Ballot will be
provided to the Holder of Other General Unsecured Litigation Claims
in Class 2B. Such Ballot shall provide that solely to the extent
that the Holder of an Allowed Other General Unsecured Litigation
Claim that votes to accept the Plan fails to recover in full from
the Class 2B Fund, such Holder may elect to have the unsatisfied
portion of its Allowed Claim treated as a Convenience Claim and
receive cash in an amount equal to the lesser of (a) the amount of
the unsatisfied portion of the Allowed Other General Unsecured
Litigation Claim and (b) $25,000; provided however, the Class 2B
Claim will be counted only as a Claim in Class 2B (Other General
Unsecured Litigation Claims).
Attorneys for the Debtors:
Aris J. Karalis, Esq.
Robert W. Seitzer, Esq.
Robert M. Greenbaum, Esq.
KARALIS PC
1900 Spruce St.
Philadelphia, PA 19103
Tel: (215) 546-4500
About Domus BWW Funding
Domus BWW Funding, LLC and 1801 Admin, LLC filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Lead Case No. 22-11162) on May 3, 2022, listing up
to $500,000 in assets and up to $50,000 in liabilities.
Judge Eric L. Frank presides over the cases.
The Debtors tapped Aris J. Karlis, Esq., at Karalis PC as
bankruptcy counsel. Dinsmore & Shohl LLP, McGuireWoods LLP, Landis
Rath & Cobb LLP, Perkins Coie LLP, Gateley Plc, Anderson Kill PC,
and Dechert LLP serve as special counsel.
E-BOX LLC: Addresses Objections, Wins Plan Approval
---------------------------------------------------
That hearing on confirmation of the Plan of Liquidation filed by
E-Box, LLC, and upon the objection filed by the Internal Revenue
Service (the "IRS"), and the objection filed by JWS and Associates
("JWS"), was held on October 18, 2023,
Following the hearing, the Court entered an order confirming the
Plan.
The Court ruled that the Plan is feasible and is based on the valid
business judgment of the Debtor, and confirmation of the Plan is
not likely to be followed by liquidation, other than that required
by the Plan, or the need for further financial reorganization of
the Debtor, other than that specified in the Plan itself.
The objection of the IRS has been withdrawn by Order entered on
October 23, 2023.
The objection of JWS is withdrawn, pursuant to the announcement
made by its counsel at the confirmation hearing.
The Court's bench opinion rendered in open court on October 18,
2023, and the Court's findings in the Confirmation Order are
incorporated by reference as a part of the Court's rulings and, to
the extent resolution of the objections of the IRS and JWS require
amendments to the Plan, then the Plan is so amended pursuant to
this paragraph, consistent with provisions throughout this Order.
About E-Box LLC
E-Box, LLC, an electronic manufacturing company in Collierville,
Tenn., sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Tenn. Case No. 22-23526) on Aug. 23, 2022, with
up to $50 million in assets and up to $10 million in liabilities.
Byron Brown, member of E-Box, signed the petition.
Judge M. Ruthie Hagan oversees the case.
The Debtor tapped The Law Offices of Craig M. Geno, PLLC and Payne
Law Firm as legal counsels; Bob Mims, CPA and Tracy Cooper, CPA as
accountants; and Dustin Lough of CR3 Partners, LLC as chief
restructuring officer.
EAGLE PROPERTIES: Court OKs Deal on Cash Access Thru Nov 28
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, authorized Eagle Properties and Investments,
LLC to continue using cash collateral on an interim basis, through
the Supplemental Period with a final hearing on use of cash
collateral set for November 28, 2023, at 12 p.m.
Upon agreement of the parties, the Debtor will keep monthly
payments current to all secured creditors during the Supplemental
Period as set forth in the cash collateral Order, including but not
limited to Fulton Bank, N.A.
As previously reported by the Troubled Company Reporter, Fulton
Bank, Bank of Clarke County, Asset Based Lending, MainStreet Bank,
Virginia Partners Bank, Community Bank of the Chesapeake, Orrstown
Bank and Union Bank hold valid first Deeds of Trust and Assignment
of Leases and Rents on certain parcels of the Debtor's real
property and the resulting cash collateral.
A copy of the court's order is available at
https://urlcurt.com/u?l=4mrij9 from PacerMonitor.com.
About Eagle Properties and Investments
Eagle Properties and Investments, LLC, is a Vienna Va.-based
company engaged in leasing real estate properties. It owns 26
properties valued at $9.37 million.
Eagle Properties and Investments filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case No. 23-10566) on April 6, 2023, with $9,429,800 in total
assets and $14,716,136 in liabilities. Amit Jain, manager, signed
the petition.
Judge Klinette H. Kindred oversees the case.
The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC.
as legal counsels and SC&H Group, Inc. as financial advisor and
accountant.
Bank of Clarke County, as lender, is represented by Hannah Hutman,
Esq. at Hoover Penrod PLC.
Orrstown Bank, as lender, is represented by Stephen Nichols, Esq.
at Offit Kurman.
Virginia Partners Bank , as lender, is represented by James R.
Meizanis, Jr., Esq. at Blankingship & Keith, P.C.
Gus Goldsmith, as lender, is represented by Justin P. Fasano, Esq.
at McNamee Hosea, PA.
EGAE LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The U.S. Trustee for Region 18 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of EGAE, LLC.
About EGAE LLC
EGAE, LLC owns and operates an apartment building in Anchorage,
Alaska.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ala. Case No. 23-00169) on Oct. 5, 2023,
with $10 million to $50 million in assets and $1 million to $10
million in liabilities. Marc Marlow, manager, signed the petition.
Judge Gary Spraker oversees the case.
John C. Smith, Esq., at Gerald K. Smith and John C. Smith Law
Offices, PLLC, represent the Debtor as bankruptcy counsel.
ENOVA INT'L: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has upgraded Enova International, Inc.'s
Corporate Family Rating to B1 from B2 and affirmed the firm's B2
senior unsecured rating. The outlook was changed to stable from
positive.
RATINGS RATIONALE
The upgrade of Enova's CFR reflects the evolution of the firm's
business since the acquisition of On Deck Capital Inc. (On Deck) in
2020. That acquisition has transformed Enova from an online
subprime consumer lender into a more diversified business balanced
between subprime consumer lending and small business (SMB) lending.
The SMB business carries lower legal and regulatory risks than the
firm's subprime consumer business, a sector that has been subject
to high regulatory scrutiny at the state and federal levels over
the last several years.
Even as Enova has diversified its business and reduced legal and
regulatory risks, it has continued to exhibit strong financial
performance. The firm reported a ratio of net income to average
managed assets (NI/AMA) of 4.9% (annualized) in the first nine
months of 2023, comparing favorably to rated non-prime consumer
lending peers in a challenging macroeconomic environment. The
firm's overall net charge-off and delinquency rates, while high
compared to other finance companies, are significantly lower than
before the acquisition of On Deck. Even in the firm's consumer
segment, loss rates have returned to 2019 levels, but have not
risen significantly beyond those levels, unlike some rated peers
that have reported a rise in charge-offs of 120% or more of 2019
levels.
Capitalization also remains a relative strength for Enova. As of
September 30, 2023, the ratio of tangible common equity to tangible
managed assets (TCE/TMA) was approximately 25%. Historically, the
firm operated with TCE/TMA of approximately 15%, but capitalization
improved significantly, peaking at 40% following the bargain
purchase gain on the On Deck acquisition and the rapid run-off in
the consumer loan portfolio during the COVID-19 pandemic. Moody's
did not view this improvement as permanent, and with the recent
announcement of a $300 million share repurchase program, it is
likely that capital levels will fall further in 2024. Nevertheless,
Moody's expects TCE/TMA to remain in the range of 17-22%, comparing
favorably to similarly rated non-prime consumer lending peers and
providing good protection for creditors in the event of unexpected
losses.
At the same time, the ratings reflect credit challenges. The rise
in loan loss rates following the pandemic remains a risk given the
volatile macroeconomic backdrop. Furthermore, the firm's subprime
consumer business continues to face legal and regulatory risks,
which over time could lead to higher scrutiny and adverse changes
to relevant laws, such as caps on the annual percentage rate (APR)
firms are permitted to charge customers. And while SMB lending has
experienced lower levels of scrutiny in the past relative to
subprime consumer lending, regulatory pressures could emerge in the
future given the small scale of these businesses and the high APRs
and elevated charge-offs associated with these loans. Nonetheless,
Enova has demonstrated an ability to navigate these challenges
while maintaining strong profitability along with moderate leverage
and adequate liquidity.
The stable outlook reflects Moody's expectation that Enova will
demonstrate strong earnings and adequate capitalization over the
next 12-18 months.
The affirmation of the B2 senior unsecured rating reflects the
shift in debt mix over the last several years away from unsecured
debt, which is how the firm historically funded itself, to a mix of
secured and unsecured debt. The increase in the percentage of
secured debt subordinates unsecured creditors relative to secured
creditors, resulting in the senior unsecured rating being
positioned one notch below the B1 CFR.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Enova's ratings could be upgraded if the firm were able to reduce
its overall legal and regulatory risks while maintaining strong
profitability and TCE/TMA above 20%.
Enova's ratings could be downgraded if the firm experiences a
significant degradation in asset quality, if profitability declines
and remains below 4%, or if Moody's expects TCE/TMA to decline and
remain below 17%.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
EPIC Y-GRADE: S&P Upgrades ICR to 'B-' on Improved Credit Quality
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Epic Y-Grade
Services L.P. (Y-Grade) to 'B-' from 'CCC+' and its issue-level
rating on its senior secured debt to 'B-' from 'CCC+'. The '4'
recovery rating on the debt is unchanged, indicating S&P's
expectation for average (30%-50%; rounded estimate: 40%) recovery
in the event of a payment default.
The stable outlook reflects S&P's expectation that the company will
maintain robust asset utilization and reduce its leverage toward
the 6x area in 2024.
Y-Grade's improved asset utilization and contract profile lead us
to view its business risk profile more favorably. The company
continues to benefit from its strategically located assets in the
Permian Basin and Corpus Christi, Texas. Its asset utilization has
ramped up over the past two years, and year to date, the company
has operated near full capacity. The incremental transport volumes
from its ongoing expansion project will further support its cash
flow. As natural gas liquid production and purity demand remain
strong, we believe the company is in a good position to secure
contracts at more favorable rates. Approximately 60% of its volumes
are underpinned by minimum volume commitments. This provides some
level of stability to its cash flow. S&P said, "On a
weighted-average basis, we view its contract duration as relatively
shorter in tenor compared with higher rated peers'. However, we
believe management will continue seeking longer-term contracts."
S&P said, "We view Y-Grade's recently launched refinancing
transaction as opportunistic. The company intends to convert $56.5
million of its BeachPoint term loan due March 2025 into $63.95
million of its term loan B (TLB) due June 2027. In our view, the
existing investors are receiving adequate compensation for the
longer tenor. At close, the company will have approximately $990
million of TLB outstanding.
"We no longer view Y-Grade's capital structure as unsustainable.
This reflects our view that the company is on track to deleverage
over time to the 5x area. We forecast it will end 2023 with
positive free operating cash flow (FOCF) of above $50 million. We
expect the company to have negative FOCF in 2024 primarily due to
high capital expenditure associated with the ongoing expansion
project and the turnaround maintenance of its fractionation system.
If the company's asset utilization remains at current levels with
no material spendings, we forecast it will generate positive FOCF
in 2025 when additional transport volumes come online.
"We factor Y-Grade's parent company, Epic Midstream Holdings L.P.
into our credit analysis. We continue to view Y-Grade as a
nonstrategic subsidiary of Epic Midstream, which is 75% owned by
Ares Management Corp. Given the ownership and control by Epic
Midstream, we consider Y-Grade part of the Epic Midstream's group
and include the overall's group creditworthiness in our group
rating methodology.
"The stable outlook on Y-Grade reflects our expectation that its
credit metrics will improve year over year as the company maintains
strong asset utilization while securing contracts at higher rates.
We expect the company's S&P Global Ratings-adjusted debt to EBITDA
will trend toward 6x in 2024.
"We could consider a negative rating action on Y-Grade if we
believe the company will face liquidity pressure or view its
capital structure as unsustainable. This could occur if Ares'
financial policy hinders the company's credit quality or the
company generates significantly lower-than-expected EBITDA due to a
material decline in volumes or contracts restructured at lower
rates."
S&P could raise the rating on Y-Grade if:
-- The consolidated overall group's creditworthiness improves such
that it would not constrain the rating at Y-Grade; and
-- S&P anticipates Y-Grade's S&P Global Ratings-adjusted debt to
EBITDA will approach 5.5x.
ESCEE DELIVERY: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized ESCEE Delivery LLC to use cash
collateral on an interim basis, in accordance with the budget, with
a 5% variance.
A search in the Texas Secretary of State shows that the only cash
lienholder is Vox Funding LLC, which has two blanket liens filed
with the Secretary of State: UCC Filing No. 23-0007984497 and UCC
Filing No. 23-0045656809.
As adequate protection for the use of cash collateral, the creditor
is 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 without the necessity of the
execution, recording or filing of mortgages, security agreements,
pledge agreements, financing statements, deposit control
agreements, or other documents.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=7KFh5I from PacerMonitor.com.
The Debtor projects $380,569 in cash receipts and $367,025 in total
cash disbursements.
About ESCEE Delivery LLC
ESCEE Delivery LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-43451-mxm11) on
November 8, 2023. In the petition signed by Steven Sparks,
president, the Debtor disclosed up to $50,000 in assets and up to
$500,000 in liabilities.
Judge Mark X. Mullin oversees the case.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
legal counsel.
EXELA TECHNOLOGIES: Gets Nasdaq Notice Regarding Late Form 10-Q
---------------------------------------------------------------
Exela Technologies, Inc. announced that it received a delinquency
notification letter from the Nasdaq Stock Market LLC indicating
that the Company is not in compliance with the continued listing
requirements under Nasdaq Listing Rule 5250(c)(1) because it did
not timely file its Quarterly Report on Form 10-Q for the three
months ended Sept. 30, 2023.
The notification letter has no immediate effect on the listing or
trading of the Company's common stock on the Nasdaq Capital
Market.
As previously reported by the Company in its Notification of Late
Filing on Form 12b-25, filed with the Securities and Exchange
Commission on Nov. 13, 2023, the Company was unable to timely file
the Third Quarter 10-Q without unreasonable effort or expense by
the prescribed due date for such filing.
As previously disclosed, following the Company's failure to file
its Quarterly Report on Form 10-Q for the three months ended June
30, 2023, the Company submitted a plan to regain compliance with
the Rule. As a result of this additional delinquency, Nasdaq
granted an exception for the Company to submit an update to the
Compliance Plan on or before Nov. 27, 2023, including the Company's
plans to file the Third Quarter Form 10-Q. Any additional
exceptions from Nasdaq to allow the Company to regain compliance
with the Delinquent Reports will be limited to a maximum of 180
calendar days from the due date of the Second Quarter 10-Q, or Feb.
5, 2024. The Company anticipates filing the Second Quarter 10-Q on
or before Nov. 27, 2023, and intends to file Third Quarter 10-Q as
soon as reasonably practicable.
About Exela Technologies
Headquartered in Irving, Texas, Exela Technologies --
www.exelatech.com -- is a global provider of transaction
processing
solutions, enterprise information management, document management
and digital business process services.
Exela reported a net loss of $415.58 million in 2022, a net loss of
$142.39 million in 2021, and a net loss of $178.53 million in 2020.
As of Dec. 31, 2022, the Company had $721.91 million in total
assets, $1.53 billion in total liabilities, and a total
stockholders' deficit of $807.59 million.
Detroit, Michigan-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April 3,
2023, citing that the Company has a history of net losses, net
operating cash outflows, working capital deficits, significant cash
payments for interest on long-term debt, and significant current
maturities of long-term debt that raise substantial doubt about its
ability to continue as a going concern.
* * *
As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised
its issuer credit rating on Exela Technologies Inc. to 'CCC' from
'SD' (selective default). S&P said, "Despite improving revenue
trends and cost savings, we forecast limited liquidity cushion in
January and July of 2024."
FGI ACQUISITION: S&P Affirms 'B-' ICR on Maturity Extensions
------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on FGI
Acquisition Corp. (Flexitallic), a Houston-based provider of
specialized semi-metallic gaskets and other sealing products, and
its 'B-' issue-level rating on its debt.
The stable outlook reflects S&P's view that the company will
continue to improve its operating performance given the current
demand trends for its products, its improved pricing, and the
contributions from its recent acquisitions, which will enable it to
maintain S&P Global Ratings-adjusted debt to EBITDA in the 7x area
(incorporating its preferred shares, shareholder loans, and
convertible bonds) over the next 12 months.
Flexitallic extended its near-term maturities. The company
addressed its near-term maturities by extending its $25 million RCF
by one year to October 2025, which has reduced its refinancing
risk. Flexitallic has drawn significantly on its RCF, with only $3
million of availability as of Sept. 30, 2023. S&P said, "Under our
current base-case forecast, which assumes modest free operating
cash flow (FOCF) generation, cash on the balance sheet, and
revolver availability, we expect the company will have sufficient
resources to meet its ongoing operating needs over the next 12
months. Still, we view its revolver availability as limited."
In addition, Flexitallic extended the maturity of its $21.6 million
of shareholder loans to October 2027 from June 2024. The loans are
structurally subordinated to all of the company's other rated debt,
were issued by a non-rated entity, and do not contain any
cross-default clauses. S&P said, "We view the shareholder loans as
an obligation of the Flexitallic's broader group. As such, we
include it in our calculation of the company's liquidity uses and
leverage. With the extended debt maturities, we now assess
Flexitallic's liquidity as adequate."
S&P said, "We expect the company's operating performance will
continue to improve despite macroeconomic uncertainty. Flexitallic
expanded its top-line revenue to $165.4 million in the first nine
months of 2023, which is up 22% from the same period last year,
mainly due to the contributions from its recent acquisitions (18%
of sales growth for the first nine months of 2023) and legacy
business units, which were partially offset by foreign-currency
headwinds in the first half of the year. The company's sales of its
Specials, Thermiculite, and Change Gasket products organically
increased at a strong pace in the U.S. during the first nine months
of the year. Flexitallic also benefited from additional revenue
contributions from its recent acquisitions, including Integra
Technologies (acquired in the first quarter of 2023).
"We expect the company will increase its revenue by the low
double-digit percent area in 2023 due to continued strong demand
trends across most of its geographies, increased prices, and
contributions from its acquisitions. This will be partially offset
by continued inflationary pressures and macroeconomic uncertainty.
In 2024, we anticipate Flexitallic will increase its revenue by the
mid- to high-single-digit percent area. The company's relatively
steady order inflow and $21.3 million backlog as of the end of the
third quarter will likely provide it with a modest uplift early
next year.
"We expect Flexitallic's S&P Global Ratings-adjusted EBITDA margins
will remain stable in the low-20% area through 2024, leading to a
modest improvement in its debt leverage. The company maintains
strong EBITDA margins relative to those of its peers. In our view,
this is a function of the low cost of its products, relative to the
equipment and projects they are used for, and their high cost of
failure. Supply chain conditions have improved since 2022 but, like
other manufacturers, Flexitallic still faces isolated issues. These
include tapering, but still elevated, commodity costs for metal,
carbon, and steel, and lingering inflationary headwinds on its
labor, freight, and energy costs. In addition, retaining and
recruiting skilled labor remains a challenge for the company. We
also expect incremental acquisition-related expenses will lead to
an increase in its operating expense.
"However, we expect Flexitallic will increase its pricing to offset
these additional costs and anticipate it will benefit from improved
operating leverage on its higher volumes, leading its S&P Global
Ratings-adjusted EBITDA margin to remain relatively stable in the
low-20% area in 2023 before expanding modestly in 2024. In
addition, we believe the company's improving profitability will
cause its leverage to decline to the 7x area in 2023 and 2024. Our
measure of Flexitallic's leverage includes its preferred stock,
convertible bonds, and shareholder loans, which we view as
debt-like. Excluding these instruments, the company's leverage
would be in the low- to mid-5x area in 2023, before improving to
the low-5x area in 2024. We do not forecast any large debt-funded
acquisitions or dividends to its sponsors over the next 12 months.
"We forecast modest positive reported FOCF through 2024. Although
we expect Flexitallic will increase its capital expenditure (capex)
and anticipate its working capital will be a modest use of cash in
2023, we believe it will generate reported FOCF of $5 million-$10
million this year. We also believe the company's rising EBITDA,
along with reduced capex, will improve its cash flow in 2024.
"The stable outlook reflects our view that Flexitallic's operating
performance will continue to improve amid relatively healthy
end-market conditions, enabling it to maintain S&P Global
Ratings-adjusted debt to EBITDA in the 7x area over the next 12
months."
S&P could lower its rating on Flexitallic if:
-- Its liquidity weakens, which S&P believes could happen as a
result of negative FOCF or reduced covenant headroom; or
-- Its end-market demand deteriorate significantly and its
operating performance weakens such that S&P believes its capital
structure is unsustainable.
S&P could raise its rating on Flexitallic if:
-- The company continues to increase the scale of its operations
and diversifies into more stable end markets; and
-- It sustains leverage of below 7x, inclusive of potential future
acquisitions and dividends. In addition, an upgrade is contingent
upon S&P's belief that its financial sponsor is committed to
maintaining its leverage at more conservative levels.
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Flexitallic. As a
manufacturer of semi-metallic gaskets, sheet gaskets, and
high-temperature sealing products used primarily in the oil and gas
end markets, with upstream exposure accounting for about 12% of its
2022 revenue, we believe the climate transition could weigh on its
demand over the long term. Governance factors are also a moderately
negative consideration, as is the case for most rated entities
owned by private-equity sponsors. We believe the company's highly
leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of its controlling
owners. This also reflects private-equity owners' generally finite
holding periods and focus on maximizing shareholder returns."
FINTHRIVE SOFTWARE: S&P Downgrades Issuer Credit Rating to 'SD'
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on FinThrive
Software Intermediate Holdings Inc. to 'SD' (selective default)
from 'CCC+'.
At the same time, S&P lowered its issue-level rating on the
affected debt to 'D' from 'CCC-'. S&P is also affirming its 'CCC+'
issue-level rating on the other obligations and placing them on
CreditWatch, with negative implications.
S&P expects to revise the rating from 'SD' over the next few
business days.
FinThrive recently repurchased a small portion of its $460 million
second-lien term loan at a discount, after having previously
repurchased debt at a discount in the second quarter of 2023.
The downgrade reflects FinThrive's latest subpar debt repurchases.
This second repurchase of its $460 million second-lien term loan
due in December 2029, of roughly $7 million at about 60 cents on
the dollar is consistent with the company's previous public
indication that it planned to continue subpar repurchases.
FinThrive had earlier repurchased $39 million of the same term loan
in the second quarter of 2023. S&P said, "We view this latest
repurchase as a distressed transaction because lenders received
materially less value than originally promised (approximately 60-70
cents on the dollar). We also view the use of scarce liquidity for
debt repurchases that provide little near-term benefit as
aggressive financial policy."
S&P said, "We plan to reassess our issuer credit rating on the
company, our issue-level ratings on the affected debt, and other
issue-level ratings over the coming days and expect the rating to
return to 'CCC', based on our expectation that FinThrive could
repurchase additional debt below par value, which we could view as
a selective default. We also note that we expect to maintain the
'D' issue-level rating on the second lien due 2029 because we
expect there to be a high likelihood of additional sub-par
repurchases on this debt."
FLOOR AND DECOR: Moody's Alters Outlook on 'Ba3' CFR to Stable
--------------------------------------------------------------
Moody's Investors Service changed Floor and Decor Outlets of
America, Inc.'s ("Floor & Decor") outlook to stable from positive.
At the same time, Moody's affirmed Floor & Decor's corporate family
rating at Ba3, its probability of default rating at Ba3-PD, and its
Ba2 senior secured term loan B3 rating. Its speculative grade
liquidity rating (SGL) remains unchanged at SGL-2.
The change in outlook to stable reflects that depressed existing
home sales in the face of higher interest rates increases risk to
Floor & Decor's financial performance in 2024. The stable outlook
also reflects the company's capex plan will limit the company's
ability to generate significant free cash flow. Nonetheless, the
company has good liquidity given its $800 million ABL (unrated)
which had $697 million of availability at the end of September
2023. Solid returns from its new store builds remains critical as
the company experiences weak conditions after a period of outsized
growth.
RATINGS RATIONALE
Floor & Decor's Ba3 corporate family rating benefits from its solid
market position as a leading operator in the fragmented hard
surface flooring and accessories segment which services both
do-it-yourself (DIY) and professional (Pro) customers. The
company's direct sourcing model, extensive product offering and
everyday low price value positioning have supported its consistent
growth historically. In 2023, Floor & Decor has experienced a
significant slowdown in its business as existing home sales decline
well below recent historical levels. This follows a period of
outsized growth in 2021 and 2022 as robust housing market
conditions fueled by low interest rates benefitted the home
remodeling market.
Floor & Decor's financial strategy is balanced with moderate levels
of funded debt and no current dividend or share repurchase program.
Despite the current weakness, debt/EBITDA remains moderate at 2.2x
with EBIT/interest of 4.7x for the LTM ended September 28, 2023.
The company remains focused on store growth with plans for an
additional 30 to 35 stores in 2024. Floor & Decor also benefits
from good liquidity as the company has $697 million of ABL
availability as of September 2023 relative to $203 million of
funded debt. Nonetheless, Floor & Decor's rating is constrained by
its modest scale, narrow product focus, aggressive growth strategy,
limited geographic diversity and cyclical nature of home
remodeling.
The stable outlook reflects the expectation that Floor & Decor will
be able to align its cost structure to current lower levels of
demand. The outlook also assumes the company maintains good
liquidity with neutral to positive free cash flow while demand
remains weak.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could result in an upgrade include the continued
success of profitably growing its store base, a meaningful increase
in Floor & Decor's scale and geographic diversification while
maintaining positive operating trends. Quantitatively, ratings
could be upgraded if debt to EBITDA remained around 3.0 times and
EBIT to interest coverage was above 4.0 times on a sustained basis.
An upgrade would also require good liquidity as well as a balanced
and clearly articulated financial strategy.
Ratings could be downgraded if new stores did not achieve targeted
returns or its operating performance came under sustained pressure.
Ratings could also be downgraded if financial strategy were to
become more aggressive resulting in debt to EBITDA sustained above
4.0 times or EBIT to interest below 3.0 times. Ratings could also
be downgraded if liquidity were to deteriorate.
Headquartered in Atlanta, GA, Floor and Decor Outlets of America,
Inc. is a leading retailer of hard surface flooring in the United
States with 207 warehouse stores and 5 design centers across 36
states. Revenue was about $4.4 billion for the last twelve month
period ending September 28, 2023.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
FTX GROUP: Reaches Deal With Effective Ventures to Recoup $22.5Mil.
-------------------------------------------------------------------
Emlyn Cameron of Law360 reports that FTX Trading Ltd. asked a
Delaware bankruptcy judge to sign off on a settlement with
Effective Ventures Foundation USA Inc. that would see the charity
organization hand over more than $22.5 million in donations that
the defunct crypto exchange had given it.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
GENESIS CARE: ASHS Enters Into Agreement to Acquire Cancer Centers
------------------------------------------------------------------
American Shared Hospital Services (NYSE American: AMS) ("ASHS" or
the "Company"), a leading provider of turnkey technology solutions
for stereotactic radiosurgery and advanced radiation therapy cancer
treatment systems and services, on Nov. 20 disclosed that it has
entered into an Investment Purchase Agreement (the "IPA") to
purchase a 60% majority equity interest in the Southern New England
Regional Cancer Center, LLC and Roger Williams Radiation Therapy,
LLC, both Rhode Island limited liability companies (collectively,
the "Target Companies"), as well as certain payor contracts, from
GenesisCare USA, Inc., a Florida corporation (the "Seller"), for a
purchase price of $2.85 million. ProspectCharterCARE, LLC d/b/a
Roger Williams Medical Center and the Care New England (CNE) Health
System each own 20% of the Target Companies.
The Target Companies operate three fully functional turn-key
radiation therapy cancer centers in Rhode Island, and all three
sites are equipped with state-of-the-art cancer treatment
technology using Linear Accelerators (LINACs) and comprehensive
treatment planning software. The centers are all located on or
adjacent to hospital campuses and include the Southern New England
Regional Cancer Centers d/b/a Maddock Radiation Therapy in Warwick,
RI, and d/b/a Landmark Radiation Therapy in Woonsocket, RI. The
third facility is the Roger Williams Cancer Center d/b/a Roger
Williams Radiation Therapy in Providence, RI.
Ray Stachowiak, Executive Chairman of ASHS, commented, "This is a
milestone agreement for our Company that, upon closing, would
expand our footprint of owned and operated radiation oncology
centers into the U.S. If consummated, the transaction would add
three new revenue streams that we expect would be accretive to our
base, and we believe, is an effective use of our capital. Most
importantly, our ownership would preserve the offering of radiation
therapy services at the Landmark, Roger Williams and Maddock
Centers and will ensure that patients have continued access to high
quality radiation therapy both for those under treatment today, and
for those who will require treatment in the future."
David E. Wazer, MD, Professor and Chairman of Radiation Oncology,
Alpert Medical School of Brown University, commented, "It is very
fortunate for Rhode Island cancer patients that ASHS was able to
step into the void created by the GenesisCare bankruptcy. Had ASHS
not taken this action, it is very likely that several treatment
facilities would have been closed by the end of year which could
have caused severe disruption for the roughly 70 patients per day
that receive their care in these facilities. These patients would
have had to interrupt their life-saving treatment and attempt to
seek radiation therapy elsewhere. This would likely have posed a
major calamity as the remainder of the radiation oncology
facilities in Rhode Island would struggle to rapidly absorb this
unexpected influx of seriously ill patients. The closure of the
GenesisCare radiation treatment facilities could have resulted in
significant treatment delays which, in turn, could have led to
compromised clinical outcomes including unnecessary cancer
recurrence. It is not an exaggeration to say that the responsible
action by ASHS averted a statewide healthcare emergency."
Dr. Michael Wagner, President and CEO of Care New England Health
System, stated, "As a joint venture partner in the facilities at
risk of closure, and on behalf of our patients in need of radiation
therapy as a part of their cancer care journey, CNE is grateful
that ASHS approached us with a good plan to step in the shoes of
GenesisCare. As a result of this successful initiative, CNE's
patients will continue to receive an uninterrupted continuum of
coordinated comprehensive cancer care and for that we are grateful
to ASHS."
Jeff Liebman, CEO of ProspectCharterCARE, LLC d/b/a Roger Williams
Medical Center, added, "Patients will win in this transaction as
they will be assured that the high quality, comprehensive cancer
care that they're used to receiving close to home is preserved
through this new partnership with ASHS."
The Centers are being acquired as part of Seller's and its
affiliates' Chapter 11 bankruptcy process. The closing of the
transaction is subject to certain events and conditions being met
including (i) bankruptcy court approval, (ii) the Seller and the
Company entering into a consent agreement with the Rhode Island
Department of Health and (iii) other customary closing conditions.
The Company anticipates that these conditions will be met in the
next 60 days.
About American Shared Hospital Services (NYSE American: AMS)
American Shared Hospital Services (ASHS) is a leading provider of
creative financial and turnkey solutions to Cancer Treatment
Centers, hospitals, and large cancer networks worldwide. The
company works closely with all major global Original Equipment
Manufacturers (OEMs) that provide leading edge clinical treatment
systems and software to treat cancer using Radiation Therapy and
Radiosurgery. The company is vendor agnostic and provides financial
support for a wide range of products including MR Guided Radiation
Therapy Linacs, Advanced Digital Linear Accelerators, Proton Beam
Therapy Systems, Brachytherapy systems and suites, and through the
Company's subsidiary, GK Financing LLC., the Leksell Gamma Knife
product and services. For more information, please visit:
www.ashs.com
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
Genesis Care Pty Ltd. and its affiliated debtors sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90614) on June 1, 2023. In the petition signed by
Richard Briggs, as authorized signatory, Genesis Care disclosed up
to $10 billion in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsel; PJT Partners, LP as investment banker; Alvarez and Marsal
North America, LLC as restructuring advisor; Herbert Smith
Freehills, LLP as foreign legal counsel; Teneo as communications
advisor; and Clayton Utz as special investigation counsel. Kroll
Restructuring Administration, LLC is the notice and claims agent.
On June 15, 2023, the U.S. Trustee for the Southern District of
Texas appointed an official committee of unsecured creditors in
these Chapter 11 cases. The trustee tapped Kramer Levin as its
counsel, Locke Lord LLP as local counsel, and Berkeley Research
Group, LLC as financial advisor.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
GETTYSBURG RENTAL: Court OKs Cash Collateral Access Thru Dec 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
for authority to use cash collateral on an interim basis in
accordance with the budget, through the date of the final hearing
set for December 12, 2023 at 10 a.m.
Red Iron Acceptance, LLC, M&T Bank, Wells Fargo Commercial
Distribution Finance, LLC f/k/a/ GE Commercial Distribution Finance
Corporation, United States Small Business Administration, CAN
Capital, Inc., On Deck Capital, Inc., Surfside Capital, d/b/a
BizFund, LLC, E Advance Services, East Hudson Capital d/b/a Global
Funding Experts, and Forward Financing, LLC are granted replacement
liens in the Debtor's post-petition cash collateral consisting of
receivables, cash, and the proceeds thereof, and in all assets of
the Debtor to which the Lenders have liens and security interests
pre-petition, to the extent such liens exist and in such priority
as exists pre-petition, to the extent there is a diminution in
value of the Lenders' post-petition cash collateral position.
The liens will be perfected and effective without any further
recordation action and the liens will survive conversion of the
case or appointment of a Trustee in the case. In the event that
post-petition cash collateral is insufficient to provide an amount
equal to such diminution, then the Lenders will have super priority
status pursuant to 11 U.S.C. Section 364(c)(1) and have an
administrative claims having priority over all other administrative
claims, including those set forth in 11 U.S.C. Sections 503(b) or
507(a) except for amounts owed for fees to professionals in the
case and fees to the U.S. Trustee's Office, which fees will be pari
passu with the Lenders' administrative claims.
A copy of the order is available at https://urlcurt.com/u?l=p3Fcjj
from PacerMonitor.com.
About Gettysburg Rental and Outdoor
Gettysburg Rental and Outdoor Power Equipment Cent, doing business
as Gettysburg Rntl & Outdr Pwr Eqp Ctr LLC, provides party and
equipment rentals to Gettysburg and the surrounding areas.
Gettysburg Rental and Outdoor Power sought relief under Chapter 11
of the U.S. Bankruptcy code (Bankr. M.D. Penn. Case No. 23-02095)
on Sept. 14, 2023. In the petition filed by Gary DeCroes, as
member, the Debtor reports estimated assets and liabilities between
$500,000 and $1 million each.
Judge Henry W Van Eck oversees the case.
The Debtor is represented by Brent Diefenderfer, Esq. at CGA Law
Firm.
GLOBAL CANCER: Hires Law Office of Raymond H. Aver as Counsel
-------------------------------------------------------------
Global Cancer Research Institute, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Law Office of Raymond H. Aver as counsel.
The firm will provide these services:
a. represent the Debtor at its Initial Debtor Interview;
b. represent the Debtor at its meeting of creditors pursuant
to Bankruptcy Code Section 314(a), or any continuance thereof;
c. represent the Debtor at all hearings before the United
State Bankruptcy Court involving Applicant as debtor in possession
all necessary applications, motions, orders, and other legal
papers;
d. prepare on behalf of the Debtor, as debtor in possession all
necessary applications, motions, orders, and other legal papers;
e. advise the Debtor regarding matters of bankruptcy law,
including Applicant's rights and remedies with respect to
Applicant's assets and the claims of its creditors;
f. represent the Debtor with regard to all contested matters;
g. represent the Debtor with regard to the preparation of a
disclosure statement and the negotiation, preparation, and
implementation of a plan of reorganization;
h. analyze any secured, priority, or general unsecured claims
that had been filed in Applicant's bankruptcy case; and
i. negotiate with the Debtor's secured and unsecured creditors
regarding the amount and payment of their claims.
Raymond H. Aver, Esq., the firm's attorney will be paid at the rate
of $595 per hour.
The firm will be paid a retainer in the amount of $35,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Raymond H. Aver, Esq. a partner at Law Office of Raymond H. Aver,
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:
Raymond H. Aver, Esq.
Law Office of Raymond H. Aver
10801 National Blvd, Suite 100
Los Angeles, CA 90064
Telephone: (310) 571-3511
Facsimile: (310) 473-3512
E-mail: ray@averlaw.com
About Global Cancer Research
Global Cancer Research Institute, Inc. is the first and only
community-based dedicated Phase 1 to 4 Clinical Trial Unit in
Hematology and Medical Oncology in Northern California. It offers
patients access to cutting-edge, innovative new cancer drugs, some
of which are not available elsewhere.
Global Cancer Research Institute filed Chapter 11 Petition (Bankr.
N.D. Calif. Case No. 23-51174) on Oct. 12, 2023, with $1 million to
$10 million in both assets and liabilities. Lynne A. Bui, chief
executive officer, signed the petition.
Judge M. Elaine Hammond oversees the case.
Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, A
Professional Corporation represents the Debtor as bankruptcy
counsel.
GLOBAL PREMIER: Hires Wilshire Pacific as Investment Banker
-----------------------------------------------------------
Global Premier Regency Palms Colton, LP seeks approval from the
U.S. Bankruptcy Court for the Central District of California to
employ Wilshire Pacific Capital Advisors, LLC as financial advisor
and investment banker.
The firm's services include:
1. Reorganization -- advise and assist the Debtor in preparing a
Plan of Reorganization. Services will include:
a. develop a comprehensive plan to address the Debtor's
post-petition and pre-petition obligations, including its senior
secured mortgage loan;
b. provide the financial analysis and forecast to support the
Plan of Reorganization;
c. advise on any creditor negotiations; and
d. assist with corporate communications.
2. M&A Transaction -- advise and assist the Debtor in the
preparation, marketing and sale of its stock or assets pursuant to
the Bankruptcy Code. Services will include:
a. work with the Debtor to identity assets to be sold,
including intellectual property assets;
b. advise on the structure of a sale process;
c. develop a target list of potential acquirers;
d. work with the Debtor to prepare an offering memorandum,
non-disclosure agreement and data room;
e. commence external outreach to the target list of potential
acquirers;
f. assist potential buyers with due diligence and formulation
of offers;
g. work with the Debtor to assist in the closing of a sale
transaction.
3. Financing Transaction -- advise and assist the Debtor in
devising and executing a program to secure new Financing (but
without any authority to bind or obligate the Debtor). Services
will include:
a. selecting, structuring and preparing of materials,
documents, and applications in a manner which WPCA determines to be
necessary to obtain the Financing based upon the practices of
various investors and lenders in the capital market place as
determined by WPCA;
b. identifying on a best efforts basis, prospective capital
investors and lending institutions that may have an interest in
providing the Financing to the Debtor. There is no guarantee that
WPCA will be successful in securing the Financing for the Debtor;
c. negotiating the terms of the Financing with prospective
capital investors and lending institutions identified by WPCA, the
Debtor, or any third party, at all times in coordination and
cooperation with the Debtor and its legal counsel; and
d. structuring of and participation in presentations to
prospective investors and lending institutions as reasonably
necessary to obtain the Financing.
e. performing its services under the Agreement, WPCA will use
and rely primarily on the information and documentation provided to
WPCA by the Debtor which WPCA determines in its sole discretion to
be necessary to obtain the Financing and secondarily on information
available from generally recognized public sources.
f. investigating and analyzing the financial status of the
Debtor at any time during the Term of Engagement.
The firm will be paid as follows:
-- Success Fee on M&A Transaction. If any M&A Transaction is
consummated during the term of the agreement, WPCA shall earn and
be paid the greater of $250,000 or 2 percent of the "Transaction
Value."
-- Success Fee on Financing. If any Financing is consummated
during the term of the agreement, WPCA will have earned and be
immediately paid a Success Fee equal to 2 percent of the aggregate
amount of the Financing at the closing of the Financing. Financings
include equity financing (preferred stock, common stock, or its
equivalent) and debt financing (senior debt, mezzanine debt, DIP
financing), The Success Fee shall be paid at closing. It is
intended that any Financing would be conducted in a manner such
that the offers and sales of any securities or issuance of any debt
will be exempt from registration under the Securities Act of 1933,
as amended (the "Securities Act"), and the securities laws of any
state or other jurisdiction in which the Securities are offered. In
acting as a placement agent for any transaction, WPCA would seek to
complete the transaction on a best-efforts basis, acting as an
agent and not as a principal. WPCA may separately engage sub-agents
at its own expense and with the Debtor's prior approval.
-- Carved Out Transactions. Upon closing of any transaction with
White Oak, 364 Capital, iBorrow, RCB or LK Asset Advisors, no
Success Fee shall be due. Upon closing of any transaction with
Cambrone Equity Management or Continuum Analytics, the Success Fee
for a Finance or M&A Transaction shall be reduced to 1% of the
transaction amount.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric J. Weissman, a president at Wilshire Pacific Capital Advisors,
LLC, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Eric J. Weissman
Wilshire Pacific Capital Advisors, LLC
8447 Wilshire Blvd, Suite 202
Beverly Hills, CA 90211
Tel: (310) 526-3323
Fax: (310) 388-5405
About Global Premier Regency Palms Colton, LP
Global Premier Regency Palms Colton, LP, a limited partnership in
Irvine, Calif., filed its voluntary petition for Chapter 11
protection (Bankr. C.D. Calif. Case No. 23-11271) on June 22, 2023.
The case was transferred from the Santa Ana Division to the
Northern Division on June 26, 2023, and was assigned a new case
number (Case No. 23-10517). Judge Ronald A. Clifford III oversees
the case.
At the time of the filing, the Debtor reported $10 million to $50
million in both assets and liabilities.
Winthrop Golubow Hollander, LLP serves as the Debtor's legal
counsel.
GOLD STAR EXPRESS: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Gold Star Express, LLC asks the U.S. Bankruptcy Court for the
Western District of Kentucky, Bowling Green Division, for authority
to use cash collateral and provide adequate protection for a period
not to exceed 30 days from the Petition Date.
The U.S. Small Business Administration has a claim against the
Debtor arising from a loan in the approximate amount of $1.274
million.
FirstLine Funding has a claim against the Debtor arising from a
loan in the approximate amount of $365,032.
Commercial Credit Group has a claim against the Debtor arising from
a loan in the approximate amount of $24,827.
As adequate protection for the use of cash collateral, the Debtor
proposes to grant the Cash Collateral Creditors a lien on the same
type of post-petition collateral, in the same validity and order of
priority that existed prepetition, in an amount equal to the
diminution in value of each Creditor's security caused by the
Debtor's use of the cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=WqaOHM
from PacerMonitor.com.
About Gold Star Express, LLC
Gold Star Express, LLC is a Kentucky limited liability company that
owns and operates a trucking and transportation business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-10846) on November 16,
2023. In the petition signed by Damira Nezic, member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Joan A. Lloyd oversees the case.
Robert C. Chaudoin, Esq., at Harlin Parker, represents the Debtor
as legal counsel.
GRIES & ASSOCIATES: Melissa Haselden Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 7 appointed Melissa Haselden, Esq., at
Haselden Farrow, PLLC as Subchapter V trustee for Gries &
Associates, LLC.
Ms. Haselden will be paid an hourly fee of $500 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Haselden declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Melissa A. Haselden, Esq.
Haselden Farrow, PLLC
700 Milam, Suite 1300
Pennzoil Place
Houston, TX 77002
Telephone: (832) 819-1149
Facsimile: (866) 405-6038
Email: mhaselden@haseldenfarrow.com
About Gries & Associates
Gries & Associates, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No.
23-34224) on Nov. 1, 2023, with up to $500,000 in both assets and
liabilities. Blaze Gries, owner of Gries & Associates, signed the
petition.
Judge Jeffrey P. Norman oversees the case.
Robert C Lane, Esq., at the Lane Law Firm, represents the Debtor as
bankruptcy counsel.
GSE SYSTEMS: Regains Compliance With Nasdaq Listing Requirements
----------------------------------------------------------------
GSE Systems, Inc. disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission that on Nov. 14, 2023,
the Company received a letter from The Nasdaq Stock Market LLC
Hearings Panel advising that the Nasdaq staff had determined that
the Minimum Bid Price Requirement deficiency had been cured, the
Company is now in compliance with all applicable Nasdaq listing
standards, the Company's stock will continue to be listed and
traded on Nasdaq and the Appeal is now moot and the hearing
cancelled.
On Nov. 4, 2022, GSE Systems received a letter from Nasdaq stating
that the Company was not in compliance with the requirement to
maintain a minimum bid price of $1.00 per share of common stock for
continued listing on Nasdaq, as set forth in Nasdaq Listing Rule
5550(a)(2). On Oct. 31, 2023, the Company received a written a
staff determination letter providing that the Company had failed to
establish compliance with the Minimum Bid Price Requirement by the
Oct. 30, 2023 deadline because it had not yet satisfied the ten
trading day requirement following a 10 for 1 reverse stock split
effectuated on Oct. 30, 2023. On Nov. 1, 2023, the Company
submitted an appeal to the Nasdaq Hearings Panel to appeal the
Staff Determination. A hearing date of Feb. 1, 2024 was
established by the Panel for the Appeal.
As previously disclosed, the Company believed that it would achieve
compliance with the Minimum Bid Price Requirement at the close of
market on Nov. 10, 2023.
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.
ICAP ENTERPRISES: $6.75MM DIP Loan from Serene Investment OK'd
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
authorized iCap Enterprises, Inc. and its debtor-affiliates, on a
final basis, to use cash collateral and obtain postpetition secured
financing pursuant to the Debtor-In-Possession Loan and Security
Agreement dated as of October 3, 2023, with Serene Investment
Management, LLC as lender.
The Debtors are permitted to obtain postpetition loans, advances
and other financial accommodations in an aggregate principal amount
not to exceed $5.250 million. The DIP loan commitment is raised to
$6.750 million in the event the DIP Lender is granted a priming
lien on the collateral in which VH Willows Townhomes LLC, and its
affiliated entities assert an interest.
The principal amount outstanding under the DIP Loan Facility will
accrue interest at a per annum rate equal to 18%.
The DIP facility is due and payable through the earliest to occur
of:
(i) The date that is 12 months after the Interim Order Entry
Date;
(ii) The effective date of the Loan Parties' chapter 11 plan;
(iii) Entry of an order by the Bankruptcy Court converting any
Case to a proceeding or proceedings under Chapter 7 of the
Bankruptcy Code;
(iv) Entry of a final order by the Bankruptcy Court dismissing
any Case;
(v) The date of filing or support by a Loan Party of a plan of
reorganization that does not provide for indefeasible payment in
full in cash of all Obligations owing hereunder; or
(vi) The date of termination of the DIP Loan Commitments and
the acceleration of any outstanding extensions of credit under the
Loan in accordance with the terms of the Agreement.
The Debtors do not have sufficient available sources of working
capital, including cash collateral, to pay administrative expenses
and conclude a sale of their assets without the financing.
Debtors 725 Broadway, LLC and ICAP Campbell Way, LLC are parties to
a promissory note for $500,000, dated September 13, 2023. The
proceeds were used to pay course expenses and prepare for
bankruptcy. The note is secured by a Deed of Trust, Assignment of
Leases and Rents, Security Agreement, and Fixture Filing, with
Chicago Title Company as the trustee. The total outstanding balance
as of the petition date was $500,000, plus accrued interest, costs,
fees, and expenses.
Various of the SPE Debtors and their real estate properties are
subject to deeds of trust for mortgages and other secured debt
arising from the acquisition, development, or ownership of real
property.
The Prepetition Mortgage Lenders are Wilmington Savings Fund
Society, FSB, not in its individual capacity, but solely as Owner
Trustee of MFA 2022-RTL1 Trust; Lima One Capital, LLC as servicer,
Redmond Funding Group, Tritalent Funding Group, Inc., Socotra REIT
1, LLC, WE Alliance Secured Income Fund, LLC, and Jason Yelowitz,
in his capacity as trustee 2006 Trust Dated March 31, 2006.
As adequate protection for the use of cash collateral, the
Prepetition Mortgage Lenders are granted continuing, valid,
binding, enforceable and perfected security interests and liens on
such Prepetition Mortgage Lender's respective Prepetition
Collateral. The Adequate Protection Liens and the Liens of the
Prepetition Mortgage Lenders on their respective Prepetition
Collateral will be senior in priority to all other interests and
liens.
As additional adequate protection, the Debtors will pay the
Prepetition Mortgage Lenders interest payments at the contract rate
as required under any applicable agreement.
A copy of the order is available at https://urlcurt.com/u?l=Rqv00i
from PacerMonitor.com.
About iCap Enterprises, Inc.
iCap Enterprises, Inc. and affiliates were founded in 2007 by Chris
Christensen to invest in real estate opportunities in the Pacific
Northwest. iCap Enterprises et al. grew quickly, raising more than
$211 million in capital and deploying those funds toward real
estate investments.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wash. Lead Case No. 23-01243) on
September 29, 2023. In the petition signed by Lance Miller, chief
restructuring officer, iCap Enterprises disclosed up to $100
million in assets and up to $500 million in liabilities.
Judge Whitman L. Holt oversees the case.
The Debtors tapped Buchalter, A Professional Corporation as
counsel, Paladin Management Group, LLC as restructuring financial
advisor, BMC Group Inc. as claims noticing agent and administrative
advisor.
INNOVATION PHARMACEUTICALS: Announces Delay in Form 10-Q Filing
---------------------------------------------------------------
Innovation Pharmaceuticals 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.
Innovation explained it was unable, without unreasonable effort or
expense, to file its Quarterly Report on Form 10-Q by the November
14, 2023 filing due date applicable to non-accelerated filers due
to a delay experienced by the Company in preparing its financial
statements and related disclosure to account for recent changes in
the business, and to a lesser extent as a result of the recent
change in the Company's independent public accounting firm.
Innovation anticipates that it will file the Quarterly Report no
later than the fifth calendar day following the prescribed filing
due date.
About Innovation Pharmaceuticals
Innovation Pharmaceuticals Inc. (IPIX) -- http://www.IPharmInc.com
-- is a clinical stage biopharmaceutical company developing a
portfolio of innovative therapies addressing multiple areas of
unmet medical need, including inflammatory diseases, cancer,
infectious disease, and dermatologic diseases.
Innovation reported a net loss of $3.17 million for the year ended
June 30, 2023, compared to a net loss of $7.04 million for the year
ended June 30, 2022. As of June 30, 2023, the Company had $7.52
million in total assets, $5.48 million in total liabilities, and
$2.04 million in total stockholders' equity.
Farmington, Utah-based Pinnacle Accountancy Group of Utah, the
Company's auditor since 2018, issued a "going concern"
qualification in its report dated Sept. 28, 2023, citing that the
Company has negative working capital, has suffered losses and
negative cash flow from operations, which raise substantial doubt
about its ability to continue as a going concern.
JAMAICAN SPOT: Seeks to Hire Barry A. Friedman as Counsel
---------------------------------------------------------
Jamaican Spot, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Alabama to employ Barry A. Friedman,
Esq. as counsel.
The firm will provide these services:
a. take appropriate action with respect to secured and
priority creditors;
b. take appropriate action with respect to possible voidable
preferences;
c. prepare on behalf of the Debtor-In-Possession necessary
petitions, answers, orders, reports and other papers and to try
before the court whatever issues are deemed necessary; and
d. perform all other legal services for Debtor in Possession
which may be necessary.
The firm will be paid at the rate of $300 per hour. The firm will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Barry A. Friedman, Esq., 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:
Barry A. Friedman, Esq.
Post Office Box 2394
Mobile, AL 36652
Tel: (251) 439-7400
Fax: (251) 432-2665
Email: bky@bafmobile.com
About Jamaican Spot, LLC
The Jamaican Spot LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 23-12009) on August
31, 2023. In the petition signed by Shanta Moncrieffe, manager, the
Debtor disclosed up to $50,000 in assets and up to $100,000 in
liabilities.
Judge Jerry Oldshue oversees the case.
James D. Patterson, Esq., at James Patterson LLC, represents the
Debtor as legal counsel.
KAREN LANDSCAPING: Court OKs Cash Collateral Access on Final Basis
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division authorized Karen Landscaping, Inc. to use cash
collateral on a final basis, in accordance with the budget.
The Debtor requires the use of cash collateral to fund critical
operations.
The Debtor asserts that it is allegedly a borrower on a loan with
the United States Small Business Administration, which asserts
security interests in certain of the Debtor's personal property.
To provide adequate protection for the Debtor's use of the cash
collateral and to the extent the SBA held a valid lien, security
interest, or right of setoff as of the Petition Date, the SBA is
granted a valid and properly perfected lien on all property
acquired by the Debtor.
The Debtor will remit adequate protection payments to the SBA in
the amounts and terms as set forth in the SBA loan documents in the
amount of $731 on an ongoing monthly basis and continuing until the
entry of an order confirming the Debtor's plan of reorganization.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=er6Pq0 from PacerMonitor.com.
The Debtor projects $225,000 in income and $224,878 in total
expenses for four weeks.
About Karen Landscaping
Karen Landscaping, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-11194) on Sept. 27, 2023, with up to $50,000 in assets and up to
$1 million in liabilities. Tamara Miles Ogier, Esq., at Ogier,
Rothschild & Rosenfeld, PC, has been appointed as Subchapter V
trustee.
Judge Paul Baisier oversees the case.
Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC,
represents the Debtor as legal counsel.
LIVINGSTON TOWNSHIP: Court OKs Interim Cash Collateral Access
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Livingston Township Fund One, LLC to use cash collateral
on an interim basis in accordance with the budget, through December
5, 2023.
The Debtor is permitted to pay all necessary maintenance, including
janitorial, landscaping, properly management, repairs maintenance,
utilities and necessary insurance expenses as set out in the
budget.
As adequate protection, Bank of Montgomery will be granted a
replacement security interest in all rentals collected by
Livingston under the order.
BOM is the Debtor's principal secured lender. As of October 25,
2023, the outstanding indebtedness owed to BOM was $4.619 million.
A final hearing on the matter is set for December 5 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=4HdzlZ from PacerMonitor.com.
The Debtor projects $8,841 in total expenses for one month.
About Livingston Township Fund One, LLC
Livingston Township Fund One, LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No.
23-02573) on November 6, 2023. In the petition signed by Michael
Bollenbacher, managing member, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Jamie A. Wilson oversees the case.
Eileen N. Shaffer, Esq. represents the Debtor as legal counsel.
LORDSTOWN MOTORS: Proposes $3-Mil. Executives Severance Plan
------------------------------------------------------------
Emily Lever of Law360 reports that bankrupt electric vehicle maker
Lordstown Motors Corp. has filed a proposed $3 million settlement
with six C-suite executives to honor the severance agreements in
their pre-bankruptcy contracts, contingent on them staying on to
tie up the bankruptcy's loose ends.
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.
LOUISA RIDGE: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, authorized Louisa Ridge Adult Day Services, Inc.
to use cash collateral on an interim basis in accordance with the
budget.
Specifically, the Debtor is permitted to use cash collateral for
normal business purposes, including the payment of payroll, leases,
taxes, insurance obligations, utilities and other reasonable arid
necessary operating expenses in the ordinary course of the Debtor's
business.
Prior to the commencement of the case, the Debtor entered into
several business loan agreements with certain merchant cash advance
creditors and each may assert a security interest in the Debtor's
cash collateral.
The MCA creditors are ODK Capital, LLC dba OnDeck, AFK, Inc. dba
Fundkite, Fintegra, LLC, and Orange Advance, LLC.
To the extent of any Diminution in Value, the creditors determined
to have a security valid security interest in the Debtor's
pre-petition assets are granted automatically perfected and
enforceable adequate protection Replacement Liens, in accordance
with the priority of the applicable creditors' prepetition security
interests and liens, in collateral of the same type as such
creditor has a valid prepetition lien.
The Replacement Liens will have the same validity, priority, and
extent as the liens on that existed at the time of the commencement
of the above-captioned bankruptcy cases. The Replacement Liens
granted are (i) effective as of the Petition Date, and (ii) deemed
automatically perfected without the necessity for filing or
execution of any security agreement, control agreement, financing
statement, or other document which might otherwise be required for
the perfection of security interests.
A further hearing on the matter is set for November 30, 2023 at 2
p.m.
A copy of the order is available at https://urlcurt.com/u?l=Qz32RA
from PacerMonitor.com.
About Louisa Ridge Adult Day Services, Inc.
Louisa Ridge Adult Day Services, Inc. sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
23-51350) on Sep. 29, 2023, listing $100,001-$500,000 in assets and
$500,001-$1 million in liabilities.
Judge Alan M. Koschik oversees the case.
Michael A. Steel, Esq. at Steel & Company, Ltd. represents the
Debtor as legal counsel.
M & J HOME: Wins Cash Collateral Access Thru Jan 2024
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized M & J Home Improvement, Inc. to use cash collateral on
an interim basis in accordance with the budget, with a 10%
variance, through January 25, 2024.
As previously reported by the Troubled Company Reporter, as
adequate protection for the use of cash collateral, IOU Central,
Inc., d/b/a IOU Financial, Inc. and Santander Bank, N.A. were
granted continuing replacement liens and security interests in the
post-petition assets of the Debtor to the same validity, extent and
priority that IOU and Santander would have had in the absence of
the bankruptcy filing.
On the first of each month, the Debtor was directed to make
Adequate Protection payments to IOU in the amount of $867 and
Santander in an amount equal to $78 per week.
A further hearing on the matter is set for January 25 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=9Y6Q94
from PacerMonitor.com.
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.
Judge Elizabeth D. Katz oversees the case.
Christopher L. Murray, Esq., at Murray Law Firm, P.C., represents
the Debtor as legal counsel.
MALINKI SLONIK: Deutsche Bank Says Plan Not Feasible
----------------------------------------------------
Deutsche Bank National Trust Company, as Trustee under the Pooling
and Servicing Agreement Relating to IMPAC Secured Assets Corp.,
Mortgage Pass-Through Certificates, Series 2006-1 ("Creditor"),
through its authorized loan servicer Ocwen PHH Mortgage Corporation
("PHH"), filed an objection to approval of Disclosure Statement and
confirmation of Chapter 11 Plan of debtor Malinki Slonik, LLC, De.
On March 21, 2006, Candida Saagber ("Borrower") executed a
promissory note ("Note") secured by a recorded mortgage
("Mortgage") granting a security interest in the property located
at 211 Belmont Ave, Westbury, NY 11590 ("Property"). Borrower
defaulted under the terms of the Note and Creditor commenced a
Foreclosure Action in the Supreme Court for the State of New York
– Nassau County – Case No. 001849/2016 ("Foreclosure Case").
Subsequently, Debtor, Malinki Slonik, LLC, De allegedly acquired an
interest in the Property.
Pursuant to Debtor's Schedules, the Property has a value of
$200,000. The Debtor owns no other assets of value. Further,
Creditor is the only creditor listed on the Schedules. The Debtor
scheduled a secured claim of $649,900. The Debtor listed no leases
on Schedule G to suggest the Property is current rented or
producing any rental income. Likewise, Debtor listed no business
income on the Statement of Financial Affairs..
On July 17, 2023, Debtor filed a Motion to Value and Determine
Secured Status of Lien on Real Property. Pursuant to Debtor,
Creditor is owed $650,000.00. Debtor alleged the Property has been
appraised at $297,000.
On Nov. 2, 2023, Creditor filed a Statement of Election under Sec.
1111(b) Election ("1111(b) Election"), entitling Creditor to a
fully secured Claim in any Chapter 11 Plan.
Creditor points out that the Disclosure Statement fails to contain
adequate information as required by 11 U.S.C. Sec. 1125(a)(1):
* The Debtor is not the Borrower under the Loan documents. The
Parties lack privity of contract. Creditor asserts any
modification of its Claim in the Plan would violate Sec. 524(e) by
seeking to discharge the liability of the non-fling Borrower.
* The Plan fails to provide for Creditor's fully secured Claim
under its Sec. 1111(b) Election.
* Disclosure Statement contains no information regarding the
violation of the absolute priority rule. The Debtor propose to pay
nothing on the unsecured portion of the claim.
* The Disclosure Statement fails to address the lack of income
generated by the Property and how Debtor will fund the Plan with no
income. The Property does not appear to be rented. Further, even if
rented, Creditor asserts the proposed rental income would be
insufficient to pay the Claim in full under the 1111(b) Election or
the proposed balloon payment.
* The Plan fails to address the recovery of post-petition
escrow advances made by Creditor on Debtor's behalf.
* Debtor's Disclosure Statement contains little to no
information regarding Debtor's business, pre-petition or
post-petition operations, the events that led to Bankruptcy, and
the feasibility of the reorganization. Debtor failed to provide
profit and loss statements, cash flow statements, or other
financial information to allow creditor to understand the prospects
for a successful reorganization.
Creditor further points out that the Plan fails to provide for
Creditor's Sec. 1111(b) election. At a minimum, Creditor is
entitled to a fully secured claim equal to the amount of its Claim.
As a result, Debtor may not bifurcate the Claim into a secured and
unsecured portion as proposed by the Debtor. Accordingly, the Plan
must be denied.
Moreover, Creditor asserts that the Plan violates 11 U.S.C. Sec.
506(a). Creditor asserts Debtor's proposed Property valuation is
inaccurate. Debtor alleged the Property has a value of $297,000.00
based on an appraisal report. Debtor failed to include an affidavit
from a real estate professional in support of the valuation. The
appraisal report itself is hearsay and inadmissible absent
authentication from the appraiser. Creditor requests an opportunity
to obtain an updated interior appraisal report to verify Debtor's
proposed valuation. In addition, Creditor requests Debtor's
cooperation in allowing access to the Property to complete the
appraisal report. As a result, Creditor reserves its right to
supplement this Objection with additional evidence of value,
including an updated interior appraisal report and declaration from
its appraiser. To the extent Debtor seeks to reduce Creditor's
claim below the fair market value of the Property, the Plan would
violate Sec. 506(a). As a result, the Plan must be denied.
According to the Creditor, the Plan violates the absolute priority
rule. In this case, Creditor's security interest in the Property
is senior to Debtor's interest in the Property. As discussed above,
the Plan does not provide for Creditor's secured Claim in full, but
Debtor attempts to retain an interest in the Property as a junior
class member in violation of the absolute priority rule. Debtor
proposes to pay nothing toward the unsecured claim. Unsecured
claims will not be paid in full under the Plan (or at all). Based
on the foregoing, the Plan violates the absolute priority rule and
cannot be confirmed.
Creditor further points out that the Plan lacks feasibility. Here,
Debtor has no employees. Creditor holds the only secured claim.
Debtor has no other creditors. The Property is the only asset owned
by Debtor, and allegedly contains no equity. Debtor owns no other
assets of value. Further, Creditor is the only creditor listed on
the Schedules. Debtor listed no leases on Schedule G to suggest the
Property is current rented or producing any rental income.
Likewise, Debtor listed no business income on the Statement of
Financial Affairs. In the Plan, Debtor proposes a cash payment of
$267,300.00 in full satisfaction of Creditor's Claim. Debtor
proposes to pay nothing to satisfy the unsecured portion of the
claim. Debtor fails to explain how it will make the balloon payment
(or any other Plan payments) with no income. Further, Creditor
filed an 1111(b) Election, entitling Creditor to a fully secured
Claim in the Plan. Accordingly, it unclear how Debtor can afford to
maintain mortgage payments on the Property and pay the Claim in
full.
Counsel for the Creditor:
Wanda D. Murray, Esq.
Aldridge Pite, LLP
Six Piedmont Center
3525 Piedmont Road, N.E., Suite 700
Atlanta, GA 30305
Tel: (404) 994-7400
Fax: (619) 590-1385
About Malinki Slonik, LLC (DE)
Malinki Slonik, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13235) on April 27,
2023, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. Judge Laurel M. Isicoff oversees the case.
Joel M. Aresty, PA is the Debtor's legal counsel.
MALLINCKRODT PLC: Confirmed Plan Declared Effective November 14
---------------------------------------------------------------
Mallinckrodt PLC and its debtor affiliates announced that the
effective date of their first amended prepackaged joint Chapter 11
plan of reorganization occurred on Nov. 14, 2023.
On Oct. 10, 2023, the U.S. Bankruptcy Court for the District of
Delaware approved the adequacy of the Debtors' disclosure statement
explaining their first amended prepackaged Chapter 11 plan, and
confirmed the Debtors' first amended prepackaged Chapter 11 plan.
According to the Troubled Company Reporter on Oct. 26, 2023,
Mallinckrodt PLC, et al., submitted a First Amended Prepackaged
Joint Plan of Reorganization.
Except to the extent that a Holder of an Allowed DIP Claim and the
Debtor(s) against which such Allowed DIP Claim is asserted agree to
a less favorable treatment of its Allowed Claim, in exchange for
full satisfaction, settlement, discharge and release of, and in
exchange for its Allowed DIP Claims, on the Effective Date, each
Allowed DIP Claim shall receive, up to the Allowed amount of such
DIP Claim, Cash from (i) if the DIP Cash Sweep Trigger occurs, the
DIP Cash Sweep, and/or (ii) the Syndicated Exit Financing, if any,
provided that, to the extent that the net proceeds of the
Syndicated Exit Financing and the DIP Cash Sweep are collectively
less than the amount of the Allowed DIP Claims, the remaining DIP
Claims will be converted on a dollar-for-dollar basis into New
First Priority Takeback Term Loans in the amount of such
shortfall.
Under the Plan, Class 4 consists of all General Unsecured Claims.
Each Holder of an Allowed General Unsecured Claim against a Debtor
will receive payment in full in Cash in accordance with applicable
law and the terms and conditions of the particular transaction
giving rise to, or the agreement that governs, such Allowed General
Unsecured Claim on the later of (i) the date due in the ordinary
course of business or (ii) the Effective Date; provided, however,
that no Holder of an Allowed General Unsecured Claim shall receive
any distribution for any Claim that has previously been satisfied
pursuant to a Final Order of the Bankruptcy Court. Class 4 is
unimpaired.
The Debtors will fund Cash distributions under the Plan with Cash
on hand, including Cash from operations, and the proceeds of the
Syndicated Exit Financing (if any) and the Exit A/R Facility (if
any). Cash payments to be made pursuant to the Plan will be made by
the Reorganized Debtors in accordance with Article VI. Subject to
any applicable limitations set forth in any post-Effective Date
agreement (including the New Governance Documents), the Reorganized
Debtors will be entitled to transfer funds between and among
themselves as they determine to be necessary or appropriate to
enable the Reorganized Debtors to satisfy their obligations under
the Plan. Except as set forth herein, any changes in intercompany
account balances resulting from such transfers will be accounted
for and settled in accordance with the Debtors' historical
intercompany account settlement practices and will not violate the
terms of the Plan.
From and after the Effective Date, the Reorganized Debtors, subject
to any applicable limitations set forth in any post-Effective Date
agreement (including the New Governance Documents, the Syndicated
Exit Documentation, the New Takeback Debt Documentation, and the
Exit A/R Documents), shall have the right and authority without
further order of the Bankruptcy Court to raise additional capital
and obtain additional financing in accordance with, and subject to,
applicable law.
Proposed Counsel to the Debtors:
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
Amanda R. Steele, Esq.
Brendan J. Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: collins@rlf.com
merchant@rlf.com
steele@rlf.com
schlauch@rlf.com
George A. Davis, Esq.
Anupama Yerramalli, Esq.
Adam Ravin, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, New York 10020
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
Email: george.davis@lw.com
anu.yerramalli@lw.com
adam.ravin@lw.com
- and -
Jason B. Gott, Esq.
LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
Email: jason.gott@lw.com
A copy of the Plan of Reorganization dated September 29, 2023, is
available at https://tinyurl.ph/cgZcQ from PacerMonitor.com.
About Mallinckrodt plc
Mallinckrodt plc is global business consisting of multiple wholly
owned subsidiaries that develop, manufacture, market and distribute
specialty pharmaceutical products and therapies. Areas of focus
include autoimmune and rare diseases in specialty areas like
neurology, rheumatology, nephrology, pulmonology and ophthalmology;
immunotherapy and neonatal respiratory critical care therapies;
analgesics and gastrointestinal products.
Mallinckrodt plc and certain of its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 23-11258) on August 28,
2023.
Mallinckrodt plc disclosed $5,106,900,000 in assets and
$3,512,000,000 in liabilities as of June 30, 2023. Bryan M.
Reasons, authorized signatory, signed the petition.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Richards, Layton &
Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim
Securities, LLC, as investment banker; and AlixPartners, LLP, as
restructuring advisor.
MALLINCKRODT PLC: David Polk Advised Noteholders in Chapter 11
--------------------------------------------------------------
Davis Polk advised an ad hoc group of holders of first-lien notes
due 2025 in connection with the chapter 11 restructuring of
Mallinckrodt plc and certain of its subsidiaries. Certain members
of the ad hoc group are also lenders under the DIP term loan
facility. On October 10, 2023, the bankruptcy court confirmed
Mallinckrodt's plan of reorganization. On November 14, 2023,
Mallinckrodt emerged from bankruptcy.
Pursuant to the plan, Mallinckrodt emerged with $1.65 billion of
first-lien takeback debt, consisting of approximately $229.4
million of first-out takeback term loans, approximately $642
million of second-out takeback term loans and approximately $778.6
million of takeback notes. Holders of the DIP claims received a
$50.6 million cash payment and the first-out takeback term loans.
Holders of the prepetition first-lien term debt received takeback
debt in the form of either second-out takeback term loans or
takeback notes pursuant to their election and 92.3% of
Mallinckrodt's reorganized equity (subject to certain dilution).
Holders of the prepetition second-lien debt received 7.7% of
Mallinckrodt's reorganized equity (subject to certain dilution).
Mallinckrodt is a global business consisting of multiple wholly
owned subsidiaries that develop, manufacture, market and distribute
specialty pharmaceutical products and therapies. The company's
specialty brands reportable segment's areas of focus include
autoimmune and rare diseases in specialty areas like neurology,
rheumatology, hepatology, nephrology, pulmonology, ophthalmology
and oncology; immunotherapy and neonatal respiratory critical care
therapies; analgesics; cultured skin substitutes; and
gastrointestinal products. The company's specialty generics
reportable segment includes specialty generic drugs and active
pharmaceutical ingredients.
The Davis Polk restructuring team included partner Darren S. Klein,
counsel Jon Finelli and Aryeh Ethan Falk and associates Helen
Zhang, James Nirappel and Lily Zhou. The corporate team included
counsel Jacob S. Kleinman. The tax team included partner Corey M.
Goodman and associate Tyler Scheiner. All members of the Davis Polk
team are located in the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
About Mallinckrodt plc
Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is
a global business consisting of multiple wholly-owned subsidiaries
that develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them. Mallinckrodt in mid-June 2022 successfully
completed
its reorganization process, emerged from Chapter 11 and completed
the Irish Examinership proceedings.
Mallinckrodt Plc said in a regulatory filing in early June 2023
that it was considering a second bankruptcy filing and other
options after its lenders raised concerns over an upcoming $200
million payment related to opioid-related litigation.
Mallinckrodt plc and certain of its affiliates again sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28,
2023.
Mallinckrodt disclosed $5,106,900,000 in assets and $3,512,000,000
in liabilities as of June 30, 2023.
Judge John T. Dorsey oversees the new cases.
In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A. as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Ropes & Gray, LLP as litigation counsel;
Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as
investment banker; and AlixPartners, LLP, as restructuring
advisor.
In the new Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A., as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Guggenheim Securities, LLC as investment
banker; and AlixPartners, LLP, as restructuring advisor. Kroll is
the claims agent.
MANHATTAN SCIENTIFICS: Announces Delay in Q3 Form 10-Q Filing
-------------------------------------------------------------
Manhattan Scientifics, 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 period ended September 30, 2023, will be delayed.
According to the Company, its Quarterly Report on Form 10-Q cannot
be filed within the prescribed time period because the Company
requires additional time for compilation and review to ensure
adequate disclosure of certain information required to be included
in the Form 10-Q.
The Company's Quarterly Report on Form 10-Q will be filed on or
before the 5th calendar day following the prescribed due date.
About Manhattan Scientifics
Headquartered in New York, Manhattan Scientifics, Inc., was
established on July 31, 1992 and has one operating wholly owned
subsidiary: Metallicum, Inc. The Company also holds a 5%,
noncontrolling interest in Imagion Biosystems, Inc. (f/k/a Senior
Scientific LLC). Manhattan Scientifics is focused on technology
transfer and commercialization of transformative technologies. The
Company operates as a technology incubator that seeks to acquire,
develop and commercialize life-enhancing technologies in various
fields.
Manhattan Scientifics reported a net loss of $2.73 million for the
year ended Dec. 31, 2022, compared to a net loss of $3.64 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $1.03 million in total assets, $1.67 million in total
liabilities, $1.06 million in series D convertible preferred
mandatory redeemable shares, and a total stockholders' deficit of
$1.70 million.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated April 13, 2023, citing that the Company has an
accumulated deficit, negative cash flows from operations, and
negative working capital, which raises substantial doubt about its
ability to continue as a going concern.
MATCON CONSTRUCTION: Plan to Pay Off Creditors in 5 Years
----------------------------------------------------------
Matcon Construction Services, Inc., submitted a First Amended
Disclosure Statement.
The Plan is a product of efforts by Matcon, the Mateos and their
professionals to design a single Plan for the respective estates
that is fair and equitable to all parties in interest. Consistent
with these objectives, Matcon believes that, considering the facts
and circumstances underlying the Bankruptcy Cases, the Plan
provides for the maximum, expeditious and equitable treatment of
holders of all Claims.
The essential elements of the Plan include, among other things:
(a) Matcon will continue to operate and utilize the revenues
from its ongoing operations to fund distributions pursuant to the
Plan. Matcon's Plan proposes to pay creditors over a period of
five years.
(b) The Mateos will sell the Cascade Property to assist with the
implementation of the Plan.
(c) Matcon believes that the value to be distributed to holders
of Allowed Claims pursuant to the Plan is greater than the
liquidation value of Matcon and its remaining assets.
(d) Creditors will be paid according to the priority scheme
established by the Bankruptcy Code.
(e) Confirmation of the Plan in both Bankruptcy Case.
Under the Plan, Class 8 consists of Matcon General Unsecured
Creditors -- all General Unsecured claims against Matcon, including
any deficiency claims of Classes 1-7. After all other Claims are
paid (or reserved) in full, Class 8 claims shall receive the
remaining portion of the Matcon Monthly Plan Payment Reserve up to
the Maximum Matcon Monthly Plan Payment Reserve plus any Catch Up
Payments, which will be distributed pro rata among holders of
Allowed Class 8 Claims. The treatment described herein will be in
full satisfaction of Class 8 Claims. Matcon may elect to place all
Class 8 payments, due to volume, with a plan disbursing agent, who
distributes such funds quarterly after deducting for the costs of
such disbursing agent. Class 8 is impaired.
The Debtors intend to fund distributions under the Plan via funds
on hand on the Effective Date, the Mateos Contribution, and
proceeds generated from Matcon's continued operation as a general
contractor in the construction business and the Mateos' salaries
and other income.
Counsel to the Debtor:
Scott A. Underwood, Esq.
Megan W. Murray, Esq.
Adam M. Gilbert, Esq.
UNDERWOOD MURRAY, P.A.
100 N Tampa St. Suite 2325
Tampa, FL 33602
Tel: (813) 540-8401
Fax: (813) 553-5345
E-mail: sunderwood@underwoodmurray.com
mmurray@underwoodmurray.com
agilbert@underwoodmurray.com
A copy of the Disclosure Statement dated November 3, 2023, is
available at https://tinyurl.ph/tSjjs from PacerMonitor.com.
About Matcon Construction Services
Matcon Construction Services, Inc., provides general contracting,
solar solutions and development Services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215) on January 20,
2023. In the petition signed by Derek Mateos, president, the Debtor
disclosed up to $10 million in assets and up to $50 million in
liabilities.
Judge Roberta A. Colton oversees the case.
Scott Underwood, Esq., at Underwood Murray, P.A., is the Debtor's
counsel.
MAYBERRY FUNERAL: Hires Barry A. Friedman as Counsel
----------------------------------------------------
Mayberry Funeral Home, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Alabama to employ Barry A.
Friedman, Esq., as counsel.
The firm will provide these services:
a. take appropriate action with respect to secure and priority
creditors;
b. take appropriate action with respect to possible voidable
preferences and transfers;
c. prepare on behalf of the Debtor-in-Possession necessary
petitions, answers, orders, reports and other papers and to try
before the court whatever issues are deemed necessary;
d. investigate the accounts of the Debtor and the financial
transactions related thereto; and
e. perform all other legal services for Debtor in Possession
which may be deemed necessary.
The firm will be paid at the rate of $300 per hour, plus reasonable
out-of-pocket expenses. incurred.
Barry A. Friedman, Esq., 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:
Barry A. Friedman, Esq.
Post Office Box 2394
Mobile, AL 36652
Tel: (251) 439-7400
Fax: (251) 432-2665
Email: bky@bafmobile.com
About Mayberry Funeral Home, LLC
Mayberry Funeral Home, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Ala. Case No.
23-11052) on May 8, 2023, with as much as $50,000 in assets and
$100,001 to $500,000 in liabilities. Terrie Owens has been
appointed as Subchapter V trustee.
Judge Jerry C. Oldshue oversees the case.
The Debtor is represented by James D. Patterson, Esq., at James
Patterson, LLC.
MILKY WAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Milky Way Equipment LLC 23-15633
11209 Joliet Road
Lemont, IL 60439
Stay Calm Keep Trucking Inc. 23-15634
11209 Joliet Road
Lemont, IL 60439
Trans Lines, Inc. 23-15635
11209 Joliet Road
Lemont, IL 60439
Business Description: The Debtors provide trucking services.
Chapter 11 Petition Date: November 20, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Debtors' Counsel: Saulius Modestas, Esq.
MODESTAS LAW OFFICES, P.C.
401 S. Frontage Rd.
Ste. C
Burr Ridge, IL 60527-7115
Tel: 312-251-4460
Fax: 312-277-2586
Email: smodestas@modestaslaw.com
Milky Way's
Estimated Assets: $500,000 to $1 million
Milky Way's
Estimated Liabilities: $1 million to $10 million
Stay Calm's
Estimated Assets: $500,000 to $1 million
Stay Calm's
Estimated Liabilities: $500,000 to $1 million
Trans Lines'
Estimated Assets: $500,000 to $1 million
Trans Lines'
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Andrius Petkunas, Managing Member of
Managing Member Managing Mananagment LLC.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZUJKMLY/Milky_Way_Equipment_LLC__ilnbke-23-15633__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ZZ6VHSI/Stay_Calm_Keep_Trucking_Inc__ilnbke-23-15634__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6NQ2VJY/Trans_Lines_Inc__ilnbke-23-15635__0001.0.pdf?mcid=tGE4TAMA
MINIM INC: Requires Additional Time to Complete Form 10-Q
---------------------------------------------------------
Minim, Inc. filed with the Securities and Exchange Commission a
Notification of Late Filing on Form 12b-25 with respect to its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2023.
The Company was unable to file its Quarterly Report on Form 10-Q by
the prescribed time period without unreasonable effort or expense.
It requires additional time to prepare its financial statements to
be filed as part of the Form 10-Q.
The Company as described in the Company's Current Report on Form
8-K filed with the SEC on Oct. 6, 2023, engaged BF Borgers CPA PC
and appointed the firm as the Company's independent registered
public accounting firm for the Company's fiscal year ended Dec. 31,
2023. Additionally, the Company, as described in the Company's
Current Report on Form 8-K filed with the SEC on Nov. 8, 2023,
appointed David Natan as an independent director of the Company and
appointed him to the Company's audit committee of the board of
directors allowing the Company to constitute an audit committee of
the board of directors.
According to the Company, the engagement of BF Borgers and the
constitution of the audit committee of the board of directors
enabled the company to review and file its prepared financial
statements and Quarterly Reports on Form 10-Q for the quarters
ending on March 31, 2023 and June 30, 2023. However, the
preparation and review for the quarter ending on Sept. 30, 2023 is
in progress but not yet been completed at this time.
The Company does not currently intend to file the Form 10-Q within
the five-day extension period provided under Rule 12b-25 of the
Securities Exchange Act of 1934, as amended.
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. The Company designs
and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
Minim reported a net loss of $15.55 million in 2022 following a net
loss of $2.20 million in 2021.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 31, 2023, citing that Company has suffered recurring losses
and negative cash flows from operations and will need additional
funding within the next twelve months. This raises substantial
doubt about the Company's ability to continue as a going concern.
MOBIQUITY TECHNOLOGIES: Chairman Invests $1.5M Into Series G Stock
------------------------------------------------------------------
Mobiquity Technologies, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company's Chairman of
the Board, Gene Salkind and parties associated with him, invested
$1,503,495 into its newly created Series G Preferred Stock.
In this respect, effective Nov. 7, 2023, the Company closed on
three Subscription Agreements for the sale of a combined 300,789
shares of its Series G Preferred Stock for total cash proceeds of
$1,200,000, plus conversion of principal and accrued interest from
an October 2023 Loan of $303,495, resulting in an increase in
shareholders' equity of $1,503,495. Each share of the Series G
Preferred Stock is convertible by the Preferred Shareholders at any
time after issuance into 10 shares of the Company's Common Stock,
or $0.50 per Common Share (Conversion Ratio). The Series G
Preferred Stock will automatically convert at the same Conversion
Ratio upon the Company's Common Stock reporting of a closing sales
price over $5.00 per share for 10 consecutive trading days.
The Company did not pay any commissions or other compensation to
any third party in connection with the transactions reported in
this Form 8-K. Exemption from registration is claimed under
section 4(2) of the Securities Act of 1933, as amended.
About Mobiquity Technologies Inc.
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc.,
together with its operating subsidiaries, is a next generation
location data intelligence company. The Company provides precise
unique, at-scale location data and insights on consumer's
real-world behavior and trends for use in marketing and research.
Mobiquity reported a net loss of $8.06 million in 2022, compared to
a net loss of $18.33 million in 2021. As of Dec. 31, 2022, the
Company had $2.63 million in total assets, $2.65 million in total
liabilities, and a total stockholders' deficit of $10,830.
Palm Beach Gardens, FL-based D. Brooks & Associates, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has incurred
operating losses, has incurred negative cash flows from operations
and has an accumulated deficit. These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MOBIQUITY TECHNOLOGIES: Incurs $1.4M Net Loss in Third Quarter
--------------------------------------------------------------
Mobiquity Technologies, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.39 million on $177,271 of revenues for the three months ended
Sept. 30, 2023, compared to a net loss of $2.28 million on $904,223
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 $5.22 million on $441,010 of revenues compared to a net
loss of $5.79 million on $3.37 million of revenues for the nine
months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $3.28 million in total
assets, $1.73 million in total liabilities, and $1.55 million in
total stockholders' equity.
Going Concern Doubt
Mobiquity stated, "The Company has incurred significant losses
since its inception in 1998 and has not demonstrated an ability to
generate sufficient revenues from the sales of its products and
services to achieve profitable operations. There can be no
assurance that profitable operations will ever be achieved, or if
achieved, could be sustained on a continuing basis. In making this
assessment we performed a comprehensive analysis of our current
circumstances including: our financial position, our cash flows and
cash usage forecasts for the nine months ended September 30, 2023,
and our current capital structure including equity-based
instruments and our obligations and debts.
"Without sufficient revenues from operations, if the Company does
not obtain additional capital, the Company will be required to
reduce the scope of its business development activities or cease
operations. The Company may explore obtaining additional capital
financing and the Company is closely monitoring its cash balances,
cash needs, and expense levels.
"These factors create substantial doubt about the Company's ability
to continue as a going concern within the twelve-month period
subsequent to the date that these consolidated financial statements
are issued."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1084267/000168316823008123/mobiquity_i10q-093023.htm
About Mobiquity Technologies Inc.
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc.,
together with its operating subsidiaries, is a next generation
location data intelligence company. The Company provides precise
unique, at-scale location data and insights on consumer's
real-world behavior and trends for use in marketing and research.
Mobiquity reported a net loss of $8.06 million in 2022, compared to
a net loss of $18.33 million in 2021. As of Dec. 31, 2022, the
Company had $2.63 million in total assets, $2.65 million in total
liabilities, and a total stockholders' deficit of $10,830.
Palm Beach Gardens, FL-based D. Brooks & Associates, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has incurred
operating losses, has incurred negative cash flows from operations
and has an accumulated deficit. These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MOORE ROOFING: Hires Wagoner Bankruptcy as Legal Counsel
--------------------------------------------------------
Moore Roofing, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to employ Wagoner Bankruptcy Group, P.C.
d.b.a. W M Law as counsel.
The firm will provide customary services required in representing a
Chapter 11 Debtor in-Possession, which include, preparation of the
bankruptcy forms and schedules, attendance at the initial debtor
interview, Sec. 341 meeting and other court hearings, preparation
of the Subchapter V Chapter 11 plan, client conferences, filing
monthly operating reports, phone calls, emails, dealing with
creditors, and resolving confirmation issues.
The firm will be paid at these rates:
Attorney, Ryan A. Blay $300 per hour
Attorney, Jeffrey L. Wagoner $300 per hour
Attorney, Errin P. Stowell $300 per hour
Attorney, Ryan M. Graham $300 per hour
Attorney, Chelsea Williamson $300 per hour
Paralegal, Douglas Sisson $125 per hour
Paralegal, Ana Van Noy $125 per hour
Paralegal, Betsy Hayman $125 per hour
The firm will be paid a retainer in the amount of $8.262.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ryan A. Blay, Esq., a partner at Wagoner Bankruptcy Group, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Ryan A. Blay, Esq.
Wagoner Bankruptcy Group, P.C.
d.b.a. W M Law
15095 W. 116th St.
Olathe, KS 66062
Tel: (913) 422-0909
Fax: (913) 428-8549
Email: blay@wagonergroup.com
About Moore Roofing, LLC
Moore Roofing LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Kan. Case No. 23-21139) on September 27, 2023, disclosing under
$1 million in both assets and liabilities.
The Debtor is represented by WM LAW, PC.
MUZIK INC: Hires Robins Kaplan LLP as Special IP Counsel
--------------------------------------------------------
Muzik, Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Robins Kaplan LLP as
special intellectual property counsel.
The firm's services include:
a. reviewing the prior art;
b. reviewing the existing issued patent claims, and
c. advising on obtaining further patent protection to support
an enforcement campaign.
The firm will be paid at these rates:
Steve Carlson (partner) $587 per hour
Michael Geibelson (partner) $472 per hour
Kevin Pasquinelli (partner) $435 per hour
Miles Finn (counsel) $337 per hour
Paralegals $85 to $150 per hour
The firm received from the Debtor the amount of $300,000 as
retainer.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven Carlson, Esq., a partner at Robins Kaplan 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:
Steven Carlson, Esq.
Robins Kaplan LLP
555 Twin Dolphin Drive Suite 310
Redwoode City, CA 94065
Tel: (650) 784-4040
Fax: (650) 784-4041
About Muzik Inc.
Muzik Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-16304) on Sept. 27,
2023. In the petition signed by Jason Hardi, chief executive
officer, the Debtor disclosed up to $10 million in estimated assets
and liabilities.
Judge Vincent P. Zurzolo oversees the case.
The Debtor tapped Eve H. Karasik, Esq., at Levene, Neale, Bender,
Yoo & Golubchik LLP as counsel and Erceg Partners, LLC as financial
advisor.
MVK FARMCO: Hires Young Conaway Stargatt as Delaware Counsel
------------------------------------------------------------
MVK FARMCO LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP as Delaware counsel.
The firm will provide these services:
a. providing legal advice and services with respect to the
Debtors' powers and duties as debtors in possession in the
continued operation of their business, management of their
property, the Local Rules, practices, and procedures, and providing
substantive and strategic advice on how to accomplish the Debtors'
goals in connection with the prosecution of these cases;
b. pursuing the sale of the Debtors' assets and approval of
bid procedures related thereto;
c. preparing, on behalf of the Debtors, necessary
applications, motions, answers, orders, reports, and other legal
papers;
d. appearing in Court and protecting the interests of the
Debtors before the Court; and
e. performing all other legal services for the Debtors that
may be necessary and proper in these proceedings as counsel to the
Debtors in these chapter 11 cases.
The firm will be paid at these rates:
Joseph Barry, Partner $1,070 per hour
Kenneth J. Enos, Partner $910 per hour
Andrew Mark, Associate $505 per hour
Chad Corazza, Paralegal $355 per hour
The firm will be paid a retainer in the amount of $125,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Joseph Barry, Esq., a partner at Young Conaway Stargatt & Taylor,
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 through:
Joseph Barry, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: jbarry@ycst.com
About MVK FarmCo
MVK FarmCo, LLC and its affiliates are providers of stone fruit,
operating an integrated network of farms, ranches and packaging
facilities. Founded in 1999 and headquartered in Fresno, Calif.,
the Debtors cultivate approximately 18,000 acres of land nestled
throughout the San Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc. as claims and noticing agent. AP Services, LLC
provides interim management and restructuring support services to
the Debtors.
NOVAVAX INC: Appoints John Trizzino as President and COO
--------------------------------------------------------
Novavax, Inc. announced changes to its executive leadership team
designed to enhance focus on its strategic priorities and continue
the evolution of the company's scale and structure announced
recently.
John Trizzino will take on the newly created role of president and
chief operating officer for the Company. In this role, Mr.
Trizzino will lead the commercial; chemistry, manufacturing and
controls or CMC; and regulatory functions for the Company. He will
continue to serve on the Company's executive leadership team.
In connection with this appointment, Mr. Trizzino's annual base
salary will be increased by $50,000 to $570,000. Otherwise, Mr.
Trizzino will continue to be compensated in accordance with the
terms of his Employment Agreement with the Company, dated Feb. 26,
2014, as amended.
Current Chief Legal Officer and Corporate Secretary John Herrmann
will retire effective December 8, and Mark Casey will join the
Company as his successor effective December 11. Mark will also
serve on the Company's executive leadership team.
"We are keenly focused on effectively delivering our COVID-19
product to market and evolving Novavax's scale and structure to
position the company for future success. In his new role as Chief
Operating Officer, John Trizzino will focus on all aspects of
successful product delivery, both for the 2023-2024 vaccination
season and beyond. His deep knowledge of the company and our
processes will help to facilitate the transition to a more
streamlined and efficient operating model," said John C. Jacobs,
president and chief executive officer, Novavax. "As Chief Legal
Officer for nearly 14 years, John Herrmann helped transition
Novavax from a clinical development organization to a global
commercial vaccine company during a worldwide pandemic. We are
incredibly grateful for his leadership, and I am delighted that
John has agreed to serve as an advisor to me and the Company for
the next year. His successor, Mark Casey, brings more than 30
years of experience to Novavax, and we look forward to the next
chapter with him at the helm of our legal team."
Mr. Trizzino has broad experience in publicly held companies and
over 25 years in the vaccines market. During his 12 years with
Novavax, Mr. Trizzino most recently served as executive vice
president, chief commercial officer and chief business officer, and
has also held the roles of chief financial officer, senior vice
president of Commercial Operations and senior vice president of
Business Development. Previously, Mr. Trizzino served as chief
executive officer of Immunovaccine, successfully leading the
company into clinical development within the infectious disease and
cancer immunotherapy business, and has also held leadership roles
at MedImmune, LLC (now AstraZeneca), ID Biomedical and Henry
Schein, Inc. Mr. Trizzino holds a Bachelor of Science from Long
Island University and a Master of Business Administration from New
York University, Stern School of Business.
Mr. Casey has decades of experience in the life sciences sector and
most recently served as chief legal officer and corporate secretary
at Bryn Pharma. He previously served as chief legal officer,
corporate secretary and executive chairman of the Board - Specialty
Generics at Mallinckrodt Pharmaceuticals where he led business
turnaround inclusive of enhancing profitability through
rationalization of the R&D portfolio, identifying applications for
underutilized manufacturing capacity and executive-level changes.
Earlier in his career, Mr. Casey held executive leadership roles at
Idera Pharmaceuticals and Hologic and held roles of increasing
responsibility at Boston Scientific and EMC Corp. Mr. Casey holds
a Bachelor of Science from Syracuse University and a Juris Doctor
from Suffolk University Law School.
About Novavax
Headquartered in Gaithersburg, Maryland, Novavax, Inc.
(www.novavax.com.), together with its wholly owned subsidiaries, is
a biotechnology company that promotes improved health globally
through the discovery, development, and commercialization of
innovative vaccines to prevent serious infectious diseases. The
Company's proprietary recombinant technology platform harnesses the
power and speed of genetic engineering to efficiently produce
highly immunogenic nanoparticle vaccines designed to address urgent
global health needs.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 28, 2023, citing that the Company has suffered recurring
losses from operations, has a working capital deficiency, and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
NU STYLE LANDSCAPE: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Nu Style Landscape & Development, LLC to use cash collateral on a
final basis in accordance with its agreement with DBC Irrigation
Supply.
As previously reported by the Troubled Company Reporter, DBC
Irrigation Supply is a creditor and supplier to the Debtor.
Pursuant to CRS 38-22-127 and CRS 38-26-109, the money owed to the
Debtor for these jobs is not property of the estate and is held in
trust for DBC.
The court said as adequate protection, Bluevine Capital, Inc.,
CloudFund, LLC, Diesel Funding, LLC, the Colorado Department of
Revenue and any other party asserting an interest in the Debtor's
cash collateral are granted a post-petition lien on all
post-petition inventory and income derived from the operation of
the business and assets, to the extent that the use of the cash
results in a decrease in the value of the Secured Creditors'
interest in the collateral pursuant to 11 U.S.C. Section 361(2).
All replacement liens will hold the same relative priority to
assets as did the pre-petition liens.
The Debtor will only use cash collateral in accordance with the
6-Month Budget subject to a deviation of line item expenses not to
exceed 10% without the prior agreement of secured creditors or an
order of the Court.
A copy of the order is available at https://urlcurt.com/u?l=h6VscB
from PacerMonitor.com.
About Nu Style Landscape & Development, LLC
Nu Style Landscape & Development, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No.
23-14475-TBM) on October 2, 2023. In the petition signed by Michael
Moilanen, managing member, the Debtor disclosed up to $10 million
in both assets and liabilities.
Judge Kimberley H. Tyson oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
P.C., represents the Debtor as legal counsel.
OLYMPIC HOLDINGS: Trustee Hires Compass as Real Estate Broker
-------------------------------------------------------------
A. Cisneros, the Trustee for Olympic Holdings LLC, seeks approval
from the U.S. Bankruptcy Court for the Central District of
California to employ Compass as real estate broker.
The firm will market and sell the Debtor's real property located at
852 N. Vista St., Los Angeles, CA 90046.
The firm will be paid a commission of 4 percent of the sale price.
Kristin Neithercut, a partner at Compass, 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:
Kristin Neithercut
Compass
10154 Riverside Dr.
Toluca Lake, CA 91602-2532
Email: kristin@kristinneithercut.com
About Olympic Holdings LLC
Olympic Holdings, LLC is a company in South Gate, Calif., which
acts as lessor of buildings used as residences or dwellings.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15520) on Aug. 28,
2023, with $1 million to $10 million in both assets and
liabilities. Mark Abbey Slotkin, manager, oversees the case.
Judge Neil W. Bason oversees the case.
Jon H. Freis, Esq., at the Law Offices of Jon H. Freis represents
the Debtor as legal counsel.
OMNI NOLAN: Hires Hayward PLLC as General Bankruptcy Counsel
------------------------------------------------------------
Omni Nolan Storage, LP seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Hayward PLLC as
general bankruptcy counsel.
The firm's services include:
a. giving Debtor legal advice with respect to its powers and
duties as Debtor as Debtor-in-Possession in the continued operation
of its business and
management of its property;
b. advising Debtor of its responsibilities under the Bankruptcy
Code and assist with such;
c. preparing and filing the voluntary petition and other
paperwork necessary to commence this proceeding;
d. assisting the Debtor in preparing and filing the required
Schedules, Statement of Affairs, Monthly Financial Reports, the
Initial Debtors 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. representing 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. representing 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. assisting the Debtor in the formulation of a plan of
reorganization and disclosure statement, and in taking the
necessary steps in this Court to obtain approval of such disclosure
statement and confirmation of such plan of reorganization.
The firm will be paid at these rates:
Todd Headden $400 per hour
Ron Satija $500 per hour
Other attorneys $250 to $450 per hour
Paralegals $150 to $195 per hour
Legal Assistant $95 per hour
The firm received from the Debtor a retainer of $7,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Todd Headden, Esq., a partner at Hayward 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:
Todd Headden, Esq.
HAYWARD PLLC
7600 Burnet Road, Suite 530
Austin, TX 78757
Tel: (737) 881-7104
Email: THeadden@HaywardFirm.com
About Omni Nolan Storage, LP
Omni Nolan Storage, L.P. in Georgetown TX, filed its voluntary
petition for Chapter 11 protection (Bankr. W.D. Tex. Case No.
23-10842) on October 4, 2023, listing $1 million to $10 million in
assets and $100,000 to $500,000 in liabilities. Drew Hall as Debtor
representative, signed the petition.
HAYWARD PLLC serve as the Debtor's legal counsel.
ORIGINCLEAR INC: Announces Delay in Q3 Form 10-Q Filing
-------------------------------------------------------
OriginClear, 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.
OriginClear explained that the compilation, dissemination, and
review of the information required to be presented in the Form 10-Q
for the relevant period has imposed time constraints that have
rendered timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.
OriginClear undertakes the responsibility to file such report no
later than five days after its original prescribed due date.
About OriginClear
Headquartered in Clearwater, Florida, Originclear, Inc. --
https://www.originclear.tech -- designs, engineers, manufactures,
and distributes water treatment solutions for commercial,
industrial, and municipal end markets.
OriginClear reported a net loss of $10.79 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.12 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$5.48 million in total assets, $22.45 million in total liabilities,
$9.98 million in commitments and contingencies, and a total
stockholders' deficit of $26.96 million.
Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company suffered a net loss from
operations and used cash in operations, which raises substantial
doubt about its ability to continue as a going concern.
ORIGINCLEAR INC: Delays Filing of Third Quarter Report on Form 10-Q
-------------------------------------------------------------------
OriginClear, Inc. filed with the Securities and Exchange Commission
a Notification of Late Filing on Form 12b-25 with the Securities
and Exchange Commission with respect to its Quarterly Report on
Form 10-Q for the period ended Sept. 30, 2023.
The Company said that the compilation, dissemination and review of
the information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue hardship
and expense to the registrant. The Company undertakes the
responsibility to file such report no later than five days after
its original prescribed due date.
About OriginClear
Headquartered in Clearwater, Florida, Originclear, Inc. --
www.originclear.tech -- is a water technology company which has
developed in-depth capabilities over its 14-year lifespan. Those
technology capabilities have now been organized under the umbrella
of OriginClear Tech Group. OriginClear, under the brand of
OriginClear Tech Group, designs, engineers, manufactures, and
distributes water treatment solutions for commercial, industrial,
and municipal end markets.
OriginClear reported a net loss of $10.79 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.12 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company
had $5.48 million in total assets, $22.45 million in total
liabilities, $9.98 million in commitments and contingencies, and a
total stockholders' deficit of $26.96 million.
Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company suffered a net loss from
operations and used cash in operations, which raises substantial
doubt about its ability to continue as a going concern.
OSG HOLDINGS: First Lien Lenders Revise Verified Statement
----------------------------------------------------------
The law firm Paul Hastings LLP filed an amended verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
in connection with its representation of the ad hoc group of first
lien lenders in the Chapter 11 case of OSG Holdings, Inc., et al.
The ad hoc group hold existing first lien loans ("First Lien
Loans") outstanding under that certain Amended and Restated First
Lien Credit Agreement, dated as of August 31, 2022, by and among
OSG Holdings, Inc., Output Services Group, Inc. (the "Borrower"),
Acquiom Agency Services LLC and Seaport Loan Products LLC, as
coadministrative agents (collectively, the "First Lien Co
Administrative Agents"), and the lenders and guarantors party
thereto (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement").
On October 17, 2023, Counsel filed the Verified Statement of the Ad
Hoc Group of First Lien Lenders Pursuant to Bankruptcy Rule 2019.
Subsequently, the members of the AHG and the disclosable economic
interests such members hold in relation to the Debtors have
changed.
The Ad Hoc Group of First Lien Lenders' address and the nature and
amount of disclosable economic interests held in relation to the
Debtors are:
1. Audax Management Company (NY), LLC
320 Park Avenue, 18th Floor
New York, NY 10022
* First Lien Term Loans ($21,246,776.59)
2. Bayside Capital, LLC
1450 Brickell Ave, 31st Floor
Miami, FL 33131
* First Lien Term Loans ($78,660,238.58)
3. Bridgepoint Credit I A (L) S.A.R.L.
6B, Rue du Fort Niedergrunewald, L-2226
Luxembourg, Grand Duchy of Luxembourg
* First Lien Term Loans ($5,623,359.52)
4. Bridgepoint Credit I A S.A.R.L.
6B, Rue du Fort Niedergrunewald, L-2226
Luxembourg, Grand Duchy of Luxembourg
* First Lien Term Loans ($410,333.30)
5. Bridgepoint Credit II (L) S.A.R.L.
6B, Rue du Fort Niedergrunewald, L-2226
Luxembourg, Grand Duchy of Luxembourg
* First Lien Term Loans ($25,716,427.55)
6. Bridgepoint Credit II SARL
6B, Rue du Fort Niedergrunewald, L-2226
Luxembourg, Grand Duchy of Luxembourg
* First Lien Term Loans ($2,038,559.47)
7. Bridgepoint Credit S SARL
6B, Rue du Fort Niedergrunewald, L-2226
Luxembourg, Grand Duchy of Luxembourg
* First Lien Term Loans ($15,989,286.00)
8. Capital One, National Association
100 First Stamford Place, Suite
615, Stamford, CT 06902
* First Lien Term Loans ($23,381,948.58)
* Revolver Loans ($5,100,329.29)
9. TIAA Churchill Middle Market CLO I, Ltd.
375 Park Ave. 9th Floor
New York, NY 10022
* First Lien Term Loans ($6,543,717.16)
10. Churchill Middle Market CLO III, LLC
375 Park Ave. 9th Floor
New York, NY 10022
* First Lien Term Loans ($5,866,536.26)
11. Churchill Middle Market CLO IV, Ltd.
375 Park Ave. 9th Floor
New York, NY 10022
* First Lien Term Loans ($6,567,018.12)
12. Churchill MMSLFK GT 1
375 Park Ave. 9th Floor
New York, NY 10022
* First Lien Term Loans ($1,400,963.87)
13. Nuveen Churchill Direct Lending Corp.
375 Park Ave. 9th Floor
New York, NY 10022
* First Lien Term Loans ($3,896,982.53)
14. Teachers Insurance and Annuity Association of America
375 Park Ave. 9th Floor
New York, NY 10022
* First Lien Term Loans ($13,134,036.23)
15. Churchill Asset Management LLC
375 Park Ave. 9th Floor
New York, NY 10022
* First Lien Term Loans ($8,055,542.25)
16. First Eagle Alternative Credit, LLC
227 West Monroe Street,
Suite #3800, Chicago, IL 60606
* First Lien Term Loans ($27,524,598.49)
17. Monroe Capital Management LLC; Monroe Capital Asset
Management
LLC; MRCC Senior Loan Fund I, LLC
311 S. Wacker Dr., 64th floor
Chicago IL 60606
* First Lien Term Loans ($24,174,344.57)
18. PEMBERTON MIDMARKET DEBT HOLDINGS III (USD COINVESTMENT), a
compartment of Pemberton Mid-Market Debt III Master Holdco SV
S.a.r.l.
2-4 Rue Eugene Ruppert, L-2453 Luxembourg
* First Lien Term Loans ($20,370,998.24)
19. PEMBERTON STRATEGIC CREDIT HOLDINGS II (A), a compartment of
Pemberton Strategic Credit II Master Holdco SV S.a r.l
2-4 Rue Eugene Ruppert, L-245 Luxembourg
* First Lien Term Loans ($51,265,662.84)
20. PEMBERTON STRATEGIC CREDIT HOLDINGS II (B), a compartment of
Pemberton Strategic Credit II Master Holdco SV S.a r.l
2-4 Rue Eugene Ruppert, L-2453 Luxembourg
* First Lien Term Loans ($40,560,529.38)
21. PennantPark Credit Opportunities Fund III LP
1691 Michigan Ave, Miami
Beach, FL 33139
* First Lien Term Loans ($11,314,150)
22. PennantPark Senior Secured Loan Facility II LLC
1691 Michigan Ave, Miami
Beach, FL 33139
* First Lien Term Loans ($7,758,924)
23. PennantPark Floating Rate Funding I LLC
1691 Michigan Ave, Miami
Beach, FL 33139
* First Lien Term Loans ($4,922,906)
24. PennantPark CLO III, Ltd.
1691 Michigan Ave, Miami
Beach, FL 3313
* First Lien Term Loans ($2,900,274)
25. PennantPark Senior Credit Fund Levered Funding LLC
1691 Michigan Ave, Miami
Beach, FL 33139
* First Lien Term Loans ($2,051,226)
According to a footnote in the Rule 2019 Statement, Pemberton Mid
Market Debt Holdings III (USD Co-Investment) has agreed, pending
closing, to purchase an additional $9,592,220.23 of the First Lien
Term Loans, of which $4,997,482.96 of such additional First Lien
Term Loans are currently held by one or more members of the AHG.
Moreover, Pemberton Strategic Credit Holdings II (A) has agreed,
pending closing, to purchase an additional $24,139,785.51 of the
First Lien Term Loans, of which $12,576,667.74 of such additional
First Lien Term Loans are currently held by one or more members of
the AHG. Pemberton Strategic Credit Holdings II (B) has agreed,
pending closing, to purchase an additional $19,098,991.92 of the
First Lien Term Loans, of which $9,950,447.80 of such additional
First Lien Term Loans are currently held by one or more members of
the AHG.
Counsel to the Ad Hoc Group of First Lien Lenders:
PAUL HASTINGS LLP
James T. Grogan III, Esq.
Schlea M. Thomas, Esq.
600 Travis Street, 58th Floor
Houston, Texas 77002
Telephone: (713) 860-7300
Facsimile: (713) 353-3100
Email: jamesgrogan@paulhastings.com
schleathomas@paulhastings.com
Jayme T. Goldstein, Esq.
Christopher M. Guhin, Esq.
Caroline M. Diaz, Esq.
PAUL HASTINGS LLP
200 Park Avenue
New York, New York 10166
Telephone: (212) 318-6000
Facsimile: (212) 319-4090
Email: jaymegoldstein@paulhastings.com
chrisguhin@paulhastings.com
carolinediaz@paulhastings.com
- and -
Matthew Micheli, Esq.
PAUL HASTINGS LLP
71 S. Wacker Drive, Forty-Fifth Floor
Chicago, Illinois 60606
Telephone: (312) 499-6000
Facsimile: (312) 499-6100
Email: mattmicheli@paulhastings.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.
PALMER DRIVES: Seeks Continued Cash Access, DIP Loan
----------------------------------------------------
Palmer Drives Controls & Systems, Inc. asks the U.S. Bankruptcy
Court for the District of Colorado for authority to continue using
cash collateral and obtain postpetition financing.
The Debtor is seeking continued use of cash collateral and DIP
financing for an additional six-month period in accordance with the
identical terms in the Final Order.
With respect to the continued use of cash collateral and DIP
financing, the Final Order provides that the Debtor may seek
extensions or modifications of the six-month budget for the use of
cash collateral and lending by filing a motion containing the new
budget and requesting approval of the extended use of the cash
collateral and lending order. Service of the motion may be limited
to Goodman Capital Finance, the Small Business Administration, the
U.S. Trustee, the Sub V Trustee, and any other party that may have
a lien on the Debtor's assets.
Prior to the Petition Date, and specifically on January 26, 2023,
the Debtor and Goodman Capital Finance entered into a Factoring
Agreement. The Factoring Agreement is essentially a line of credit
based upon the Debtor's receivables and inventory. The pertinent
terms of the Factor Agreement are as follows:
a. The Debtor sells to GCF certain of its receivables. GCF, at
its discretion, elects to purchase the receivable through an
advance.
b. GCF places the advance in a reserve account, which is then
advanced to the Debtor as requested by the Debtor, and provided
there is not a default under the lending agreement.
c. The loan is a non-recourse loan.
d. GCF is the holder of security interest in substantially all
of the assets of the Debtor.
e. Paragraph 7(b) of the Factoring Agreement details the
events of default and paragraph 7(c) details the remedies in the
event of such a default.
f. GCF advances 85% of any receivable it purchases from the
Debtor and reserves 15%.
g. The interest rate under the Factoring Agreement is prime
plus 1.75%, with a floor of 9.25%.
h. The term of the Factoring Agreement is for 24 months, with
renewal terms of 12 months.
i. The facility maximum is $1.5 million.
j. There are fees associated with Factoring Agreement.
The SBA has a properly perfected first priority security interest
in certain of the Debtor's assets. The SBA and GCF are parties to a
Subordination Agreement in which the SBA subordinated to the
benefit of GCF its lien in the Debtor's accounts receivables, and
invoices, inventory, general intangibles, and proceeds thereof
relating to such accounts receivables.
The budget subject to the Final Order expires December 31, 2023.
The amended budget is an additional six-month budget for the period
commencing January 2024.
A copy of the motion is available at https://urlcurt.com/u?l=AYBymL
from PacerMonitor.com.
About Palmer Drives Controls and Systems, Inc.
Palmer Drives Controls and Systems, Inc. is a nationally recognized
manufacturer of industrial electrical control equipment, including
magnetic motors starters and industrial controls panels.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 23-13002) on July 10,
2023. In the petition signed by Lynn Weberg, president, the Debtor
disclosed $3,328,915 in assets and $3,118,969 in liabilities.
Judge Joseph G Rosania, Jr. oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C.,
represents the Debtor as legal counsel.
PARADOX RESOURCES: Court OKs $1.1 MM DIP Loan from GNG
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Paradox Resources, LLC, et al. to use
cash collateral and obtain postpetition financing, on an interim
basis.
The Debtors are permitted to obtain supplemental postpetition
financing, consisting of senior secured superpriority term loans in
an aggregate maximum amount of $1.1 million from GNG Partners, LLC
and to incur the DIP Obligations contemplated by the Interim Order;
$700,000 of which will be available upon entry and subject to the
Interim Order.
Among other things, the previous orders approved post-petition
financing from the Debtors' prepetition lender, Washington Federal
Bank, to sustain operations and fund the Chapter 11 Cases while the
Debtors conducted a sale process in accordance with the applicable
milestones set forth in the WaFd DIP Orders. The Milestones
provided, in pertinent part, that (i) the Debtors will have
selected a Stalking Horse Purchaser on or before July 28, 2023;
(ii) the Court will have entered the Bidding Procedures Order on or
before August 4, 2023; (iii) the Bid Deadline will be August 28,
2023; (iv) the Court will have entered the Sale Order on or before
September 11, 2023; and (v) the Debtors will have closed the sale
of the assets on or before October 6, 2023.
The Debtors did not achieve the Milestones and, by letters dated
August 23, 2023, September 7, 2023 and October 4, 2023, WaFd
provided notice of Events of Default under the WaFd DIP Orders and
related DIP loan documents. No later than October 4, 2023, WaFd
declared a termination of any further DIP Loan Commitment under the
WaFd DIP Orders.
Pursuant to the WaFd DIP Orders, the Debtors borrowed an original
principal amount of $4 million prior to WaFd's termination of its
DIP Loan Commitment.
As security for the Supplemental DIP Loan, pursuant to 11 U.S.C.
section 364(c)(2) and section 364(d)(1), Buyer is granted a valid,
binding, continuing, enforceable, fully-perfected senior in
priority security interest in and lien upon, and superior to and
will prime any security interest, mortgage, collateral interest,
lien or claim to, all DIP Collateral, excluding Excluded Causes of
Action, each as defined in the WaFd DIP Orders. The Buyer DIP Liens
will be senior in priority to and priming of the Carve-Out, the DIP
Liens, the Pre-Petition Liens and any Adequate Protection Liens
(each as defined in the WaFd DIP granted to WaFd.
As security for the Supplemental DIP Loan, pursuant to 11 U.S.C.
section 364(c)(1), Buyer is granted an allowed superpriority
administrative expense claims against each of the Debtors (without
the need to file any proof of claim) with priority over any and all
claims against the Debtors, now existing or hereafter arising, of
any kind whatsoever.
The final hearing on the matter is set for November 29, 2023 at 3
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=9RIMxT from PacerMonitor.com.
The Debtor project total operating disbursements, on a weekly
basis, as follows:
$313,674 for the week ending November 19, 2023;
$48,075 for the week ending November 26, 2023;
$522,130 for the week ending December 3, 2023;
$421,693 for the week ending December 10, 2023;
$233,504 for the week ending December 17, 2023; and
$52,950 for the week ending December 24, 2023.
About Paradox Resources, LLC
Paradox Resources, LLC is an integrated energy company that now
owns multiple producing oil and gas fields.
Paradox Resources, LLC and certain affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90558) on May 22, 2023.
In the petition signed by CEO Todd A. Brooks, Paradox Resources,
LLC disclosed up to $100 million in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtor tapped Okin Adams Bartlett Curry LLP as legal counsel,
Stout Risius Ross, LLC as restructuring advisor, and Donlin, Recano
& Co., Inc. as notice, claims and balloting agent.
PEACOCK JEWELERS: Timothy Stone Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Timothy Stone of
Newpoint Advisors Corporation as Subchapter V trustee for Peacock
Jewelers, LLC.
Mr. Stone will be paid an hourly fee of $325 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Stone declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Timothy Stone
Newpoint Advisors Corporation
750 Old Hickory Blvd, Building Two, Suite 150
Brentwood, TN 37027
Phone: 800-306-1250/615-440-8273
Fax: (702) 543-3881
Email: tstone@newpointadvisors.us
About Peacock Jewelers
Peacock Jewelers, LLC is a jewelry store owner in Nashville, Tenn.
Peacock Jewelers filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03951) on Oct.
27, 2023, with up to $1,561,828 in total assets and up to $659,163
in total liabilities. Paul G. Wilson, chief manager, signed the
petition.
Judge Charles M. Walker oversees the case.
Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as
the Debtor's legal counsel.
PITA FRANCHISING: Court OKs Cash Collateral Access on Final Basis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, authorized Pita Franchising, LLC to use cash
collateral on a final basis, in accordance with the budget, with a
10% variance.
The U.S. Small Business Administration, NDC Community Impact Loan
Fund, and Loanbuilder, a Pay Pal Service assert an interest in the
Debtor's cash collateral.
SBA asserts a secured claim in the amount of $150,000 pursuant to
loan and security documents dated April 22, 2020 by and between the
Debtor and SBA: (i) a Note whereby the Debtor borrowed the Loan
Amount of $128,700 from SBA, (ii) a Loan Authorization and
Agreement, and (iii) a Security Agreement. A UCC Financing
Statement was filed on June 23, 2020 with the Fulton County Clerk
of Superior Court.
NDC asserts a secured claim in the amount of $82,564 pursuant to a
Note, Loan and Security Agreement dated May 25, 2021 by and between
the Debtor and NDC whereby the Debtor borrowed the principal sum of
$100,000. A UCC Financing Statement was filed on June 23, 2020 with
the Fulton County Clerk of Superior Court.
LoanBuilder asserts a claim against the Debtor in connection with a
pre-petition financing having a current balance in the approximate
amount of $9,962.
As adequate protection of their interests, pursuant to Bankruptcy
Code §§ 361 and 363(e), the Lenders are granted replacement liens
in Debtor's property. The Debtor will not create, permit, or assume
any lien or security interest, in favor of any person or entity on
any property of the Debtor, except (a) any liens or security
interests that existed prior to the Petition Date; (b) the
replacement liens; (c) any liens or security interests expressly
consented to in advance in writing by Respondents; or (d) any liens
or security interests authorized by the Court after notice and a
hearing.
As additional adequate protection for the Debtor's use of cash
collateral, the Debtor will remit monthly adequate protection
payments to the SBA.
These events constitute an "Event of Default":
(i) the conversion or dismissal of the case; or
(ii) the appointment of a trustee or an examiner with expanded
powers in the case; and
(iii) the Debtor's failure to comply with the Order.
A copy of the order and the Debtor's budget is available at
https://urlcurt.com/u?l=1131Ha from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$57,460 for November 2023;
$57,460 for December 2023;
$57,460 for January 2024;
$57,460 for February 2024; and
$57,460 for March 2024.
About Pita Franchising
Pita Franchising, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-59597) on Sept.
30, 2023. In the petition signed by Nour Rabai, manager, the Debtor
disclosed under $1 million in both assets and liabilities.
Judge Paul W. Bonapfel oversees the case.
Paul Reece Marr, Esq., at Paul Reece Marr, PC represents the Debtor
as legal counsel.
POLO TRANS: Court OKs Cash Collateral Access Thru Dec 12
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, authorized Polo Trans, Inc. to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance, through December 12, 2023.
Specifically, the Debtor is permitted to use cash collateral to pay
(1) non-insider salary of $9,500, (2) fuel expenses of up to
$14,000, (3) repair and maintenance expenses of up to $10,000, (4)
rent expenses of $1,800, (5) insurance expenses of up to $4,478 and
(6) Sub Chapter 5 Trustee fee of $750.
Crossroads Equipment Lease and Finance, Opportunity Fund, Tab Bank,
Bitty Advance, Forward Financing, Star Advance LLC, Flash Advance,
LCF Funding, Mantis Funding, and Amur Equipment Finance, assert an
interest in the Debtor's cash collateral.
As adequate proptection, the Debtor offered maintenance of the
properties and monthly adequate protection payments.
A hearing on the matter is set for December 12, 2023 at 2 p.m.
A copy of the motion is available at https://urlcurt.com/u?l=eabK7a
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=x421dM
from PacerMonitor.com.
About Polo Trans, Inc.
Polo Trans, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 6:23-bk-15274-MH) on
November 10, 2023. In the petition signed by Shamsher Singh, owner,
the Debtor disclosed up to $1 million in both assets and
liabilities.
Judge Mark Houle oversees the case.
Kevin Tang, Esq., at Tang & Associates, represents the Debtor as
legal counsel.
POTRERO MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Potrero Medical, Inc.
26142 Eden Landing Road
Hayward CA 94545
Business Description: Potrero is a predictive health company
developing the Next Gen of smart sensors &
AI. Its mission is to protect the kidney.
Chapter 11 Petition Date: November 21, 2023
Court: United States Bankruptcy Court
District of Delaware
Case No.: 23-11900
Judge: Hon. Laurie Selber Silverstein
Debtor's Counsel: David M. Klauder, Esq.
BIELLI & KLAUDER, LLC
1204 N. King Street
Wilmington DE 19801
Tel: (302) 803-4600
Email: dklauder@bk-legal.com
- and -
KELLER BENVENUTTI KIM LLP
Debtor's
Financial
Advisor: G2 CAPITAL ADVISORS, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph A. Urban as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2FFPNDY/Potrero_Medical_Inc__debke-23-11900__0001.0.pdf?mcid=tGE4TAMA
PRECIPIO INC: Incurs $1.5 Million Net Loss in Third Quarter
-----------------------------------------------------------
Precipio, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $1.46
million on $4.52 million of net sales for the three months ended
Sept. 30, 2023, compared to a net loss of $3.17 million on $2.22
million of net sales for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $6.78 million on $10.87 million of net sales, compared
to a net loss of $9.89 million on $7.02 million of net sales for
the nine months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $19.05 million in total
assets, $6.05 million in total liabilities, and $13 million in
total stockholders' equity.
Going Concern
Precipio stated, "The Company has incurred substantial operating
losses and has used cash in its operating activities for the past
several years. For the nine months ended September 30, 2023, the
Company had a net loss of $6.8 million and net cash used in
operating activities of $3.7 million. As of September 30, 2023,
the Company had an accumulated deficit of $99.1 million and a
negative working capital of $1.1 million. The Company's ability to
continue as a going concern over the next twelve months from the
date of issuance of these condensed consolidated financial
statements in this Quarterly Report on Form 10-Q is dependent upon
a combination of achieving its business plan, including generating
additional revenue and avoiding potential business disruption due
to the macroeconomic environment and geopolitical instability, and
raising additional financing to meet its debt obligations and
paying liabilities arising from normal business operations when
they come due.
"To meet its current and future obligations the Company has taken
the following steps to capitalize the business and successfully
achieve its business plan:
* On April 14, 2023, the Company entered into a sales agreement
with AGP, pursuant to which the Company may offer and sell its
common stock having aggregate sales proceeds of up to $5.8 million,
to or through AGP, as sales agent (the "AGP 2023 Sales Agreement").
The sale of our shares of common stock to or through AGP, pursuant
to the AGP 2023 Sales Agreement, will be made pursuant to the
registration statement (the "2023 Registration Statement") on Form
S-3 (File No. 333-271277), filed by the Company with the SEC on
April 14, 2023, as amended by Amendment No. 1 filed by the Company
with the SEC on April 25, 2023, and declared effective on April 27,
2023. As of the date the condensed consolidated financial
statements were issued, we have received less than $1 thousand in
gross proceeds through the AGP 2023 Sales Agreement from the sale
of 25 shares of common stock. The Company has approximately $3.8
million available for future sales pursuant to the AGP 2023 Sales
Agreement.
* On June 8, 2023, the Company entered into a securities
purchase agreement pursuant to which it received $2.0 million in
gross proceeds through the sale of 206,250 shares of common stock
and warrants to purchase shares of our common stock. Issuance
costs were approximately $0.2 million and the Company intends to
use the net proceeds for working capital and general corporate
purposes.
"Notwithstanding the aforementioned circumstances, there remains
substantial doubt about the Company's ability to continue as a
going concern for the next twelve months from the date these
condensed consolidated financial statements were issued. There can
be no assurance that the Company will be able to successfully
achieve its initiatives summarized above in order to continue as a
going concern over the next twelve months from the date of issuance
of this Quarterly Report Form 10-Q."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001043961/000155837023018820/prpo-20230930x10q.htm
About Precipio
Omaha, Nebraska-based Precipio, Inc., formerly known as
Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare
solutions company focused on cancer diagnostics. Its business
mission is to address the pervasive problem of cancer misdiagnoses
by developing solutions to mitigate the root causes of this problem
in the form of diagnostic products, reagents, and services.
Precipio reported a net loss of $12.18 million in 2022, and a net
loss of $8.52 million in 2021. As of Dec. 31, 2022, the Company
had $21.50 million in total assets, $5.14 million in total
liabilities, and $16.37 million in total stockholders' equity.
New Haven, CT-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
30, 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.
PRECISION SPLICING: Mark Dennis Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 11 appointed Mark Dennis, a certified
public accountant at SL Biggs, as Subchapter V trustee for
Precision Splicing, LLC.
Mr. Dennis will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Dennis declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark D. Dennis, CPA
SL Biggs, A Division of SingerLewak, LLP
2000 S. Colorado Blvd., Tower 2, Ste. 200
Denver, CO 80222
Phone: 303-226-5471
Email: mdennis@slbiggs.com
About Precision Splicing
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. The company
works on single last mile circuits to high count ribbon backbone
intrastate to long haul transport interstate fiber optics.
Precision Splicing filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-15037) on Oct.
31, 2023, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. Victor Solesky, chief executive officer and
owner, signed the petition.
Judge Michael E Romero oversees the case.
Onsager Fletcher Johnson, LLC is the Debtor's legal counsel.
PRESSURE BIOSCIENCES: Announces Delay in Q3 Form 10-Q Filing
------------------------------------------------------------
Pressure BioSciences Inc. disclosed in a Form 12b-25 filed with the
Securities and Exchange Commission that the Company has determined
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, without unreasonable effort
or expense, to file its Quarterly Report on Form 10-Q by the
November 14, 2023 filing date applicable to smaller reporting
companies due to a delay experienced by the Registrant in
completing its financial statements and other disclosures in the
Quarterly Report.
As a result, the Company is still in the process of compiling the
required information to complete the Quarterly Report and its
independent registered public accounting firm requires additional
time to complete its review of the financial statements for the
period ended September 30, 2023 to be incorporated in the Quarterly
Report.
The Company anticipates that it will file the Quarterly Report no
later than the fifth calendar day following the prescribed filing
date.
About Pressure Biosciences
South Easton, Mass.-based, Pressure Biosciences Inc. --
http://www.pressurebiosciences.com-- develops and sells
innovative, broadly enabling, high pressure-based platform
technologies and related consumables for the worldwide life
sciences, agriculture, food and beverage, and other key
industries.
Pressure Biosciences reported a net loss of $16.08 million for the
year ended Dec. 31, 2022, compared to a net loss of $20.15 million
for the year ended Dec. 31, 2021. As of June 30, 2023, the Company
had $1.67 million in total assets, $26.79 million in total
liabilities, and a total stockholders' deficit of $25.11 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 12, 2023, citing that the Company has suffered recurring
negative cash flows from operations and has a working capital
deficit that raises substantial doubt about its ability to continue
as a going concern.
PROTECH FIRE: Hires SEP Holding Company, LLC as Brokers
-------------------------------------------------------
Protech Fire & Security, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ SEP
Holding Company, LLC as brokers.
The firm will assist the Debtor in selling its assets.
The firm will be paid a 6 percent commission based on the gross
purchase price of the assets.
Rodney Boston, a president at SEP Holding Company, LLC, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Rodney Boston
SEP Holding Company, LLC
2325 Dean St. Suite 750
Saint Charles, IL 60175
About Protech Fire & Security, LLC
ProTech Fire & Security, LLC installs, monitors and maintains fire
and security alarms, surveillance systems, access control, voice
and data solutions, bi-directional antenna BDA and a host of other
ancillary products and services for general contractors,
architects, property managers and end users in Texas.
ProTech Fire & Security sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-31839) on May
19, 2023, with $453,929 in assets and $1,896,142 in liabilities.
Garrett Steiger, president, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
The Debtor tapped Julie M. Koenig, Esq., at Cooper & Scully, PC as
legal counsel and German & Cohn, PC as accountant.
QUANERGY SYSTEMS: Court Approves and Confirms Plan
--------------------------------------------------
Judge Craig T. Goldblatt has entered an order confirming the Plan
of Quanergy Systems, Inc., as and to the extent modified by the
Confirmation Order.
On July 28, 2023, the Bankruptcy Court entered an order approving
the Settlement Motion and authorizing the GUC Settlements. The GUC
Settlements, including the compromises and terms contained therein,
were a reasonable exercise of the Debtor's business judgment and in
the best interest of the Estate and creditors.
Class 1 (Allowed Secured Claims) and Class 2 (Allowed Priority
Non-Tax Claims) are unimpaired under the Plan, and Class 3 (Allowed
General Unsecured Claims) and Class 4 (GUC Settlement Claims) have
voted to accept the Plan in accordance with the Bankruptcy Code,
thereby satisfying Section 1129(a)(8) as to those Classes.
The classification and treatment of Claims and Interests in Class 5
(Subordinated Claims) and Class 6 (Interests), which are deemed to
have rejected the Plan, is proper pursuant to section 1122 of the
Bankruptcy Code, does not discriminate unfairly, and is fair and
equitable pursuant to Section 1129(b)(1) of the Bankruptcy Code.
There is no Class of Claims or Interests junior to the Holders of
Claims in Class 5 or Interests in Class 6 that will receive or
retain property under the Plan on account of their Claims or
Interests. Accordingly, the Plan does not violate the absolute
priority rule, does not discriminate unfairly, and is fair and
equitable with respect to each Class that is deemed to have
rejected the Plan.
Chapter 11 Plan
Quanergy Systems' First Amended Chapter 11 Plan provides that Class
3: General Unsecured Claims will receive from the Post-Effective
Date Debtor, in full satisfaction of such Allowed General Unsecured
Claim, (i) its Pro Rata share of the General Unsecured Claim
Distribution, or (ii) such other less favorable treatment as to
which such Holder and the Post-Effective Date Debtor will have
agreed upon in writing. Class 3 is Impaired.
General Unsecured Claim Distribution is the aggregate amount of
Cash or proceeds realized from the Assets of the Estate, including,
without limitation, the proceeds of any Retained Causes of Action,
available for Distribution Pro Rata to Holders of Allowed General
Unsecured Claims, after the payment, or appropriate reserves have
been established, in full satisfaction of wind-down costs, Allowed
Unclassified Claims, Allowed Secured Claims and Allowed Priority
Non-Tax Claims.
The Plan will be implemented by, among other things, the
appointment of the Plan Administrator, the formation of the Plan
Oversight Committee, and the making of Distributions from the
Assets, including, without limitation, all Cash and the proceeds,
if any, from the Retained Causes of Action, by the Post-Effective
Date Debtor in accordance with the Plan and the Plan Administrator
Agreement.
Co-Counsel to the Debtor:
Sean M. Beach, Esq.
Shane M. Reil, Esq.
Heather P. Smillie, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 N. King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Emails: sbeach@ycst.com
sreil@ycst.com
hsmillie@ycst.com
- and -
Cullen Drescher Speckhart
Michael A. Klein
Lauren A. Reichardt
COOLEY LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 479-6000
Emails: cspeckhart@cooley.com
mklein@cooley.com
lreichardt@cooley.com
A copy of the Order dated November 8, 2023, is available at
https://tinyurl.ph/alftD from PacerMonitor.com.
A copy of the Plan dated November 8, 2023, is available at
https://tinyurl.ph/ckOFy from PacerMonitor.com.
About Quanergy Systems
Quanergy Systems, Inc., designs, develops and markets Light
Detection and Ranging (LiDAR) sensors and 3D perception software
solutions that enable intelligent, real-time detection, tracking
and classification of objects such as people and vehicles in
mission-critical markets such as security, smart cities and
industrial automation. The company is based in Sunnyvale, Calif.
Quanergy Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Delaware Case No. 22-11305) on Dec. 13,
2022, with $10 million to $50 million in both assets and
liabilities. Larry Perkins, chief restructuring officer of
Quanergy Systems, signed the petition.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as bankruptcy counsels; Seward & Kissel, LLP as special
counsel; SierraConstellation Partners as restructuring advisor; FTI
Consulting, Inc. as financial Advisor; and Raymond James Financial,
Inc. as investment Banker. Bankruptcy Management Solutions, Inc.,
doing business as Stretto, Inc., is the claims, noticing and
solicitation agent.
QUANERGY SYSTEMS: Unsecureds Get Remaining Cash Proceeds
--------------------------------------------------------
Quanergy Systems, Inc., submitted a First Amended Chapter 11 Plan.
Under the Plan, Class 3 General Unsecured Claims will receive from
the Post-Effective Date Debtor, in full satisfaction of such
Allowed General Unsecured Claim, (i) its Pro Rata share of the
General Unsecured Claim Distribution, or (ii) such other less
favorable treatment as to which such Holder and the Post-Effective
Date Debtor will have agreed upon in writing. Class 3 is impaired.
General Unsecured Claim Distribution is the aggregate amount of
Cash or proceeds realized from the Assets of the Estate, including,
without limitation, the proceeds of any Retained Causes of Action,
available for Distribution Pro Rata to Holders of Allowed General
Unsecured Claims, after the payment, or appropriate reserves have
been established, in full satisfaction of wind-down costs, Allowed
Unclassified Claims, Allowed Secured Claims and Allowed Priority
Non-Tax Claims.
The Plan will be implemented by, among other things, the
appointment of the Plan Administrator, the formation of the Plan
Oversight Committee, and the making of Distributions from the
Assets, including, without limitation, all Cash and the proceeds,
if any, from the Retained Causes of Action, by the Post-Effective
Date Debtor in accordance with the Plan and the Plan Administrator
Agreement.
Co-Counsel to the Debtor:
Sean M. Beach, Esq.
Shane M. Reil, Esq.
Heather P. Smillie, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 N. King Street
Wilmington, DE 19801
Tel: (302) 571-6600
E-mails: sbeach@ycst.com
sreil@ycst.com
hsmillie@ycst.com
- and -
Cullen Drescher Speckhart, Esq.
Michael A. Klein, Esq.
Lauren A. Reichardt, Esq.
COOLEY LLP
55 Hudson Yards
New York, NY 10001
Tel: (212) 479-6000
E-mails: cspeckhart@cooley.com
mklein@cooley.com
lreichardt@cooley.com
A copy of the First Amended Chapter 11 Plan dated November 3, 2023,
is available at https://tinyurl.ph/nDsTi from PacerMonitor.com.
About Quanergy Systems
Quanergy Systems, Inc., designs, develops and markets Light
Detection and Ranging (LiDAR) sensors and 3D perception software
solutions that enable intelligent, real-time detection, tracking
and classification of objects such as people and vehicles in
mission-critical markets such as security, smart cities and
industrial automation. The company is based in Sunnyvale, Calif.
Quanergy Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Delaware Case No. 22-11305) on Dec. 13,
2022, with $10 million to $50 million in both assets and
liabilities. Larry Perkins, chief restructuring officer of Quanergy
Systems, signed the petition.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as bankruptcy counsels; Seward & Kissel, LLP as special
counsel; SierraConstellation Partners as restructuring advisor; FTI
Consulting, Inc. as financial Advisor; and Raymond James Financial,
Inc. as investment Banker. Bankruptcy Management Solutions, Inc.,
doing business as Stretto, Inc., is the claims, noticing and
solicitation agent.
REAL BRANDS: Announces Delay in Q3 Form 10-Q Filing
---------------------------------------------------
Real Brands 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 requires additional time for its
professionals to review and approve the Form.
About Real Brands
Headquartered in North Providence, RI, Real Brands Inc. is a
publicly traded, vertically integrated, early entrant (2017) in the
hemp-derived cannabinol ("CBD") market that specializes in hemp CBD
oil/isolate extraction, wholesaling of CBD oils and isolate,
manufacturing, production and sales of hemp-derived CBD consumer,
celebrity brands, and white label products.
Real Brands Inc. reported a net loss of $905,944 for the year ended
Dec. 31, 2022, compared to a net loss of $2.79 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.16
million in total assets, $1.91 million in total liabilities, and a
total stockholders' deficit of $752,895.
Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated April
28, 2023, citing that the Company has recurring net losses and
negative cash flows from operations which raises substantial doubt
about its ability to continue as a going concern.
RENALYTIX PLC: Incurs $10.2 Million Net Loss in First Quarter
-------------------------------------------------------------
Renalytix plc filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $10.15
million on $459,000 of revenue for the three months ended Sept. 30,
2023, compared to a net loss of $11.95 million on $969,000 of
revenue for the three months ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $19.54 million in total
assets, $21.03 million in total liabilities, and a total
shareholders' deficit of $1.49 million. Cash and cash equivalents
totaled $13.9 million as of Sept. 30, 2023.
Renalytix stated, "The Company has incurred recurring losses and
negative cash flows from operations since inception and had an
accumulated deficit of $188.5 million as of September 30, 2023.
The Company anticipates incurring additional losses until such
time, if ever, that it can generate significant sales of
KidneyIntelX or any future products currently in development."
"As a result of its losses and projected cash needs, substantial
doubt exists about the Company's ability to continue as a going
concern. Substantial additional capital will be necessary to fund
the Company's operations, expand its commercial activities and
develop other potential diagnostic related products. The Company
is seeking additional funding through public or private equity
offerings, debt financings, other collaborations, strategic
alliances and licensing arrangements. The Company may not be able
to obtain financing on acceptable terms, or at all, and the Company
may not be able to enter into strategic alliances or other
arrangements on favorable terms, or at all. The terms of any
financing may adversely affect the holdings or the rights of the
Company's shareholders. If the Company is unable to obtain
funding, the Company may not be able to meet its obligations and
could be required to delay, curtail or discontinue research and
development programs, product portfolio expansion or
commercialization efforts, which could adversely affect its
business prospect."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1811115/000095017023063363/rnlx-20230930.htm
About Renalytix
Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ:
RNLX) -- www.renalytix.com -- has engineered a new solution that
enables early-stage chronic kidney disease progression risk
assessment. The Company's lead product, KidneyIntelX, has been
granted Breakthrough Designation by the U.S. Food and Drug
Administration and is designed to help make significant
improvements in kidney disease prognosis, transplant management,
clinical care, patient stratification for drug clinical trials, and
drug target discovery.
Renalytix reported a net loss of $45.61 million for the 12 months
ended June 30, 2023, compared to a net loss of $45.28 million for
the 12 months ended June 30, 2022. As of June 30, 2023, the Company
had $30.63 million in total assets, $23.66 million in total
liabilities, and $6.97 million in total shareholders' equity.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated Sept. 28, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations, expects
to incur additional losses and require substantial additional
capital to fund its operations, and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
RETAILING ENTERPRISES: Creditors Committee Says Plan Not Feasible
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors filed a preliminary
objection to confirmation of debtor Retailing Enterprises, LLC's
Plan of Reorganization and approval of its Disclosure Statement.
The Committee notes that the Debtor ran up over $50 million in debt
while ensuring the principal's own licensing fees remained paid and
waiving millions due from entities affiliated with the principal's
family members, and has now proposed an unconfirmable plan that
provides for nominal payments to unsecured creditors while that
same principal keeps his equity for insufficient new value.
The Committee points out that the Plan improperly classifies claims
and improperly treats cure claims:
* Secured Tax Claims. Despite all the claims comprising Classes
4 through 9 being secured tax claims filed by governmental or
quasi-governmental entities, and all classes receiving identical
treatment under the Plan, these Classes have been separately
classified. No reasonable basis for separate classification has
been articulated in the Disclosure Statement, and it appears that
these claims were separately classified in order to improperly
secure additional classes of accepting votes.
* Executory Contracts. The Plan states that the Debtor shall
assume its Distribution Agreement with Invicta Watch Company of
America, Inc. ("Invicta"), and that Invicta's Class 12 claim is
based upon this assumption and the unpaid balance due to Invicta as
of the Petition Date. Thus, the Debtor is assuming an executory
contract, and this is a cure claim, not a general unsecured claim.
Claims for cure amounts owed under assumed contracts are not claims
that are classified under a plan; instead, such claims are
administrative priority claims under Sections 503(b) and 507(a)(2),
which are entitled to be paid in full on a plan's effective date
under Section 1123(a)(1). Similarly, Class 13M relates to the claim
of Extend, Inc. ("Extend") relating to an extended warranties
contract being assumed by the Debtor and appears to be based upon a
required cure payment for this contract assumption. Even if Invicta
and Extend agreed to their treatment in the Plan, their
classification remains improper to the extent classification is
based upon assumption of executory contracts and claims for cure
amounts.
The Committee adds that the Debtor's retention language in the Plan
and discussion of potential actions in the Disclosure Statement are
problematic and very concerning. The Plan language is less than
equivocal about the retention of causes of action and whether all
or only some causes of action are retained. While the Disclosure
Statement reveals substantial payments during the preference
period, the summary is incomplete based on the Committee's
investigation of the Debtor's financial affairs. Notably, while
significant payments made to non-insiders are prominently listed,
not a single payment made to Mr. Krantzberg -- the Debtor's sole
owner -- is included in this summary. Instead, the reader has to
go elsewhere to see these payments.
"Because it is wholly owned and controlled by Mr. Krantzberg, the
Debtor has an obvious conflict in any desire to pursue potentially
valuable causes of action against Mr. Krantzberg and his family
members (or entities affiliated with his family members). Based on
the Committee's investigation, potentially valuable avoidance
actions relating to a licensing agreement between the Debtor and
Mr. Krantzberg may exist. As the Debtor's sole owner and principal,
Mr. Krantzberg caused the Debtor to enter into a licensing
agreement with himself to allegedly license and operate the
Debtor's valuable website that he registered in his own name. The
licensing agreement required the Debtor to undertake all material
obligations to operate the website and pay all expenses and fees to
increase its value, resulting in millions of dollars in payments to
Mr. Krantzberg," the Committee tells the Court.
The Committee further points out that the Plan is not feasible
under Sec. 1129(a)(11). Despite projecting all these overly
optimistic and perhaps unreasonable results, the Debtor is only
projecting EBITDA in 2024 of $945,000, which leaves very little, if
any, room for error in its assumptions. Even miniscule (as low as
half a percent) variations in the projections will result in an
inability to fund Plan payments. If the Debtor fails to reach
agreements with its landlords regarding payments of cure amounts
and its forced to pay cure claims on a more truncated timeline that
it has currently proposed, or in full on or shortly after the
effective date of the Plan, there is no indication of where the
money will come from to fund these immediate payments and continue
operations.
Moreover, the Committee asserts that the Plan violates the absolute
priority rule. The Plan violates the absolute priority rule, as it
proposes that the Debtor's principal, Mr. Krantzberg, will retain
100% of his equity despite not paying all creditors in full and
without providing sufficient new value.
Counsel to the Creditors' Committee:
Joshua W. Dobin, Esq.
Meaghan E. Murphy, Esq.
MELAND BUDWICK, P.A.
3200 Southeast Financial Center
200 South Biscayne Boulevard
Miami, FL 33131
Tel: (305) 358-6363
Fax: (305) 358-1221
E-mail: jdobin@melandbudwick.com
mmurphy@melandbudwick.com
About Retailing Enterprises
Retailing Enterprises, LLC, is an official reseller and distributor
of Invicta watches online and in 18 physical retail locations
across the United States with its main business premises located at
405 SW 148th Avenue, Suite 1, Davie, Florida 33325.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14169) on May 30,
2023. In the petition signed by Mauricio Krantzberg, president, the
Debtor disclosed up to $50 million in assets and up to $100 million
in liabilities.
Judge Scott M. Grossman oversees the case.
Aaron A. Wernick, Esq., at Wernick Law, PLLC, represents the Debtor
as legal counsel.
ROSAMOND 5: Court Confirms Consensual Plan
------------------------------------------
Rosamond 5 Properties, LLC, filed its Chapter 11 Small Business
Disclosure Statement and Small Business Plan of Reorganization on
July 31, 2023.
The Debtor made an oral motion at a status conference on August 7,
2023, to extend the deadline for Debtor to confirm a plan and an
Order was entered extending the deadline on August 10, 2023.
In order to resolve an informal objection to the Plan, on August
23, 2023, Debtor and the Borrego Water District ("BWD") entered
into a Stipulation as to the treatment of BWD's claim, which
included an agreement that the Stipulation included a vote for the
Plan (the "Stipulation"). The Stipulation modified the Plan as to
the treatment for BWD. The Court entered an Order Approving the
Stipulation on August 25, 2023.
On August 25, 2023, Debtor also filed a Notice of Correction as to
minor matters in the Disclosure Statement and Plan. On August 25,
2023, Debtor filed a Noticed Motion to Approve the Disclosure
Statement and to confirm the Second Amended Chapter 11 Plan.
No objections or oppositions were filed as to the Motion. On Oct.
3, 2023, Debtor filed a Summary of Ballots and a Supplemental Brief
in Support of the Motion.
The Court held a hearing as scheduled on Oct. 16, 2023.
Appearances are noted on the record.
The Court entered an order that the Plan of Rosamond 5 Properties,
as modified, is confirmed as a consensual Plan. It is further
ordered that Debtor is discharged in this Chapter 11 case.
Attorneys for the Reorganized Debtor:
Michael R. Totaro, Esq.
TOTARO & SHANAHAN
P.O. Box 789
Pacific Palisades, CA 90272
Tel: (888) 425-2889
Fax: (310) 496-1260
E-mail: Ocbkatty@aol.com
About Rosamond 5 Properties
Rosamond 5 Properties, LLC, a California-based company, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Cal. Case No. 22-02483) on Sept. 25, 2022, with between $1
million and $10 million in both assets and liabilities. Patrick
Kealy, managing member, signed the petition.
Judge Christopher B. Latham oversees the case.
The Debtor is represented by Michael R. Totaro, Esq., at Totaro &
Shanahan.
ROY BLACKWELL: Hires Harris Shelton Hanover as Special Counsel
--------------------------------------------------------------
Roy Blackwell Enterprises, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Harris Shelton Hanover Walsh, PLLC as special counsel.
The firm will assist Luxman Law Firm, the bankruptcy counsel, in
carrying out the functions as Debtor's counsel.
The firm will be paid at the rate of $450 per hour. The firm will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Steve Douglass, Esq., a partner at Harris Shelton Hanover Walsh,
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:
Steven N. Douglass, Esq.
Harris Shelton Hanover Walsh, PLLC
40 S. Main Street, Suite 2210
Memphis, TN 38103-2555
Phone: (901) 525-1455
Email: snd@harrisshelton.com
About Roy Blackwell Enterprises, Inc.
Roy Blackwell Enterprises, Inc. filed Chapter 11 Petition (Bankr.
W.D. Tenn. Case No. 23-24865) on October 2, 2023, with $1,120,661
in assets and $2,894,996 in liabilities. Larry Avist Jr.,
president, signed the petition.
Judge Jennie D. Latta oversees the case.
Bo Luxman, Esq., at Luxman Law Firm represents the Debtor as
bankruptcy counsel.
RUBY-GORDON INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ruby-Gordon, Inc.
3737 West Henrietta Road
Rochester, NY 14623
Chapter 11 Petition Date: November 20, 2023
Court: United States Bankruptcy Court
Western District of New York
Case No.: 23-20594
Judge: Hon. Warren, USBJ
Debtor's Counsel: Raymond C. Stilwell, Esq.
LAW OFFICES OF RAYMOND C. STILWELL
4476 Main Street, Suite 120
Amherst, NY 14226
Tel: 716-634-8307
Fax: 716-839-0714
Email: rcstilwell@roadrunner.com
Total Assets: $4,086,868
Total Liabilities: $1,425,678
The petition was signed by Aaron Ruby as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/LOT3LMQ/Ruby-Gordon_Inc__nywbke-23-20594__0001.0.pdf?mcid=tGE4TAMA
SALISH COAST: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 18 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Salish Coast Enterprises, Inc.
About Salish Coast Enterprises
Salish Coast Enterprises, Inc. filed Chapter 11 petition (Bankr.
W.D. Wash. Case No. 23-12026) on Oct. 20, 2023, with as much as $1
million to $10 million in both assets and liabilities.
Judge Timothy W. Dore oversees the case.
Meyers Law Group, P.C. is the Debtor's bankruptcy counsel.
SEATTLE SOLUTIONS: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Seattle Solutions LLC to use cash collateral on a final
basis in accordance with the budget, with a 15% variance.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to timely and fully pay its
drivers, fuel vendors, insurers, leasing obligations, and other
operating expenses so as to permit it to continue its ordinary
course operations and to maintain its ongoing business for the
benefit of its estate and creditors.
KeyBank Equipment Finance, a division of KeyBank National
Association, and KeyBank National Association, and the U.S. Small
Business Administration assert an interest in the Debtor's cash
collateral.
As adequate protection, the Secured Creditors are granted
Replacement Liens in the Debtor's Postpetition Collateral. Any
Replacement Lien in Postpetition Collateral granted will be in the
same order, priority, validity and enforceability as any
prepetition lien in Prepetition Collateral securing the claim of
such Secured Creditor in the same type of assets and, under 11
U.S.C. Section 510, will be subject to the terms of any and all
intercreditor subordination agreements executed by and among the
Secured Creditors in favor of any other Secured Creditor. To the
extent of any diminution in value of a Secured Creditor's interest
in the Prepetition Collateral due to cash collateral use which is
not otherwise protected by the Replacement Lien granted, each
Secured Creditor will retain its rights under 11 U.S.C. Section
507(b).
As additional adequate protection to the Secured Creditors, the
Debtor will continue to maintain insurance on its assets as the
same existed as of the Petition Date, and a Secured Creditor may
petition the Court on full notice and hearing to increase coverage,
and the Debtor reserves all rights regarding the same.
As additional adequate protection to KEF for the possible
diminution in value, if any, of the KEF Equipment Collateral and
such other collateral securing the KEF Equipment Loan during the
interim Cash Collateral period, the Debtor will pay to KEF $400 per
month as Adequate Protection Payments.
A copy of the order is available at https://urlcurt.com/u?l=1orj4G
from PacerMonitor.com.
About Seattle Solutions LLC
Seattle Solutions LLC owns a leasehold interest in a commercial
real property located at 2205 116th Street S., Tacoma, WA.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41877) on October
27, 2023. In the petition signed by Keshav Sharma, managing member,
the Debtor disclosed $832,478 in assets and $4,112,643 in
liabilities.
Judge Mary Jo Heston oversees the case.
Richard B. Keeton, Esq., at Bush Kornfeld LLLP, represents the
Debtor as legal counsel.
SOFT SURROUNDINGS: SSG Served as Investment Banker in Asset Sale
----------------------------------------------------------------
SSG Capital Advisors, LLC (SSG) served as the investment banker to
Soft Surroundings Holdings, LLC (Soft Surroundings or the Company),
in the sale of substantially all of its assets to an affiliate of
Coldwater Creek and an affiliate of Gordon Brothers Group (Gordon
Brothers). The transaction closed in November 2023 pursuant to a
Chapter 11 Plan of Reorganization in the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division.
Founded in 1999 and headquartered in St. Louis, Missouri, Soft
Surroundings is a prominent lifestyle brand and omni-channel
retailer of women's apparel and accessories. The Company's products
include branded dresses, tops, pants, shoes, bags, and home goods
sold through its catalog, ecommerce platforms and 40+ retail
locations. Soft Surroundings offers customers a constantly evolving
assortment of curated products, driving repeat traffic and
fostering strong customer loyalty.
The Company has had a long history of growth and financial success.
However, like many other retailers, macroeconomic conditions and
high fixed costs have impacted margins over the last several years.
In 2022, the Company, with the support of operational advisors and
a new executive management team, implemented a multifaceted cost
savings and turnaround strategy that included closing
underperforming retail locations and rationalizing the cost
structure and inventory. Despite making significant improvements in
profitability, a transaction would be needed to address liquidity
and continue as a going concern.
SSG was retained in June 2023 to conduct a comprehensive marketing
process and solicit interest from targeted strategic and financial
investors. The Company also sought interim funding to support the
business and closed on a financing facility provided by an
affiliate of Gordon Brothers in July 2023.Multiple interested
parties submitted offers to acquire all or a portion of the
Company's business. Upon review, it was determined that a
partnership between Gordon Brothers and a strategic acquirer would
maximize value of both the direct-to-consumer business and the
brick-and-mortar assets. SSG facilitated an introduction between
Coldwater Creek and Gordon Brothers and after several weeks of
arm's length negotiations, the parties put forth a solution that
garnered the support of the Company's key stakeholders and
creditors. In September 2023, the Company entered into a
Restructuring Support Agreement (RSA) and filed for protection
under Chapter 11 of the U.S. Bankruptcy Code. The centerpiece of
the transaction was the sale and transfer of the direct-to-consumer
business to Coldwater Creek and a simultaneous sale of the
remaining brick-and-mortar assets to Gordon Brothers for an orderly
wind-down. The transaction was effectuated via a plan of
reorganization that was confirmed by the Bankruptcy Court and
closed in November 2023.
SSG's special situations expertise, significant experience in the
consumer products and retail sectors and ability to run a robust
marketing process in a highly expedited time frame driven by
liquidity constraints, generated multiple alternatives for the
Company and a successful outcome. The RSA and ensuing sale resulted
in a value maximizing transaction that provided for payment in full
of all administrative claims, maintained the Soft Surroundings
brand and preserved the Company's online / catalog business as a
going concern.
Coldwater Creek is a leading catalog and online retailer of women's
apparel, accessories, jewelry and gift items.
Gordon Brothers is a global advisory, restructuring, and investment
firm headquartered in Boston, Massachusetts.
Other professionals who worked on the transaction include:
* Curt Kroll, Chief Restructuring Officer and William White and
Sean Corwen of SierraConstellation Partners, LLC, financial advisor
to Soft Surroundings Holdings, LLC;
* Cindi M. Giglio, Michael E. Comerford, William B. Freeman,
Dilen Kumar, Grace A. Thompson, Robin Evans, Quincy Wolff, Loredana
B. Miranda and Constance A. Fratianni of Katten Muchin Rosenman
LLP, counsel to Soft Surroundings Holdings, LLC;
* Elizabeth Freeman of The Law Office of Liz Freeman, counsel
to Soft Surroundings Holdings, LLC;
* Ivona Smith of Drivetrain, LLC, Independent Director to Soft
Surroundings Holdings, LLC;
* Chad B. Simon, James V. Drew, Adele Hogan and Michael J.
O'Brien of Otterbourg P.C., counsel to Gordon Brothers Group;
* Sean B. Davis and Steffen R. Sowell of Winstead PC, counsel
to Gordon Brothers Group;
* Steven E. Fox of Riemer & Braunstein LLP, counsel to Gordon
Brothers Retail Partners, LLC;
* Jeffrey M. Wolf, Nicole S. Lonsway, Brian E. Greer, Shari L.
Heyen, Michael T. Maroni and Margaret M. Knudsen of Greenberg
Traurig, LLP, counsel to Coldwater Creek;
* Eric R. Wilson, Jason R. Adams, Levi M. Downing, Wendy A.
Clark, Maeghan J. McLoughlin, Allison Selick, Sean T. Wilson, Bryce
T. Brenda, Jamie K. Sarmiento and Steven Yachik of Kelley Drye &
Warren LLP, counsel to the Official Committee of Unsecured
Creditors;
* Derrick Laton, Sanjuro Kietlinski, Paul Navid, Paul Baik,
Arthur Almeida, Daniel Radi and Garo Khachikian of Province, LLC,
financial advisor to the Official Committee of Unsecured Creditors;
and
* Brian E. Schartz, Richard U.S. Howell, Mac A. Bank, Max M.
Freedman and Claire Stephens of Kirkland & Ellis LLP, counsel to
Brentwood Associates and BA-MOLAGERS SPV II, LLC.
CONTACTS ONTHIS DEAL:
Matthew J. Arden
Senior Vice President
marden@ssgca.com
(610) 940-5808
Teresa C. Kohl
Managing Director
tkohl@ssgca.com
(610) 940-9521
Alexander D. Lamm
Senior Associate
alamm@ssgca.com
(610) 940-3882
Nicholas A. Vernacchio
Senior Analyst
nvernacchio@ssgca.com
(610) 940-2619
About SSG Capital Advisors
SSG Capital Advisors, LLC, is an independent boutique investment
bank that assists middle-market companies and their stakeholders in
completing special situation transactions. We provide our clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation, and strategic advisory. SSG
has a proven track record of closing over 400 transactions in North
America and Europe and is a leader in the industry.
Securities are offered through SSG Capital Advisors, LLC (Member
SIPC, Member FINRA). All other transactions are effectuated through
SSG Advisors, LLC, both of which are wholly owned by SSG Holdings,
LLC. SSG is a registered trademark for SSG Capital Advisors, LLC
and SSG Advisors, LLC.
About Soft Surroundings
Operating under the Soft Surroundings brand, Soft Surroundings
Holdings and its subsidiaries are a direct-to- consumer nationwide
company, selling women's apparel, accessories, beauty products, and
home goods. The brand is centered around a direct to consumer
business, which includes a robust e-commerce marketplace.
Soft Surroundings Holdings, LLC, and its 3 affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90769) on
Sept. 10, 2023, with $0 to $50,000 in assets and $50 million to
$100 million in liabilities. Curt Kroll, chief restructuring
officer, signed the petitions.
The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy
counsel; and Law Office Of Liz Freeman as local bankruptcy counsel.
SSG Capital Partners, LLC, is the investment banker. Stretto,
Inc., is the claims agent.
SONAVATION INC: Dec. 13 Hearing on Disclosure Statement
-------------------------------------------------------
Judge Erik P. Kimball will convene hearing on the Disclosure
Statement of Sonavation, Inc., on Dec. 13, 2023 at 1:30 P.M. in
Flagler Waterview Building, 1515 North Flagler Drive, 8th Floor,
Courtroom B, West Palm Beach, FL 33401.
The deadline for filing objections to the Disclosure Statement will
be on December 6, 2023.
About Sonavation Inc.
Sonavation Inc. manufactures computer and peripheral equipment in
North Palm Beach, Fla.
Sonavation sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 23-13960) on May 22, 2023. In the
petition signed by its chief executive officer, Lisa Rhoads, the
Debtor reported between $1 million and $10 million in both assets
and liabilities.
Judge Erik P. Kimball oversees the case.
The Debtor tapped Paul N. Mascia, Esq., at Nardella & Nardella,
PLLC as legal counsel and Ashcraft Business Advisors as accountant.
SORRENTO THERAPEUTICS: Wants to Bar Bid for Judge Relationship Info
-------------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that Sorrento Therapeutics
Inc. is seeking to block a request from shareholders for
information about its knowledge of a romantic relationship between
a Texas judge and a lawyer who was involved in its bankruptcy.
Equity holders, who stand to be wiped out by the bankruptcy,
objected to the company's proposed Chapter 11 plan. At the same
time, their lawyer contacted Sorrento's lead counsel at Latham &
Watkins seeking information about whether Latham or Sorrento knew
of a relationship between attorney Elizabeth Freeman and David R.
Jones, the bankruptcy judge who was overseeing Sorrento's Chapter
11 case.
Plan Objection
"Since its formation, the Equity Committee has endeavored
tirelessly to maximize value for shareholders in these Chapter 11
Cases and to avoid any value-diminishing liquidation of the
Debtors' estates. It has further worked as constructively and
transparently as possible with the Debtors and the Unsecured
Creditors' Committee as it pursued its own proposal for a plan of
reorganization to prevent any need to liquidate. The Equity
Committee regrets the fact that, if the Debtors had more fully
committed to joining the Equity Committee in its plan and financing
undertakings, the Debtors would not be in the position they find
themselves in now," the Official Committee of Equity Security
Holders said in its objection.
"The Debtors' shareholders are overwhelmingly retail investors --
people who believed in this company and its pursuit of cancer
immunotherapies and non-opioid pain management treatment -- and
they deserve better than the Proposed Plan. To that end, the Equity
Committee is actively in negotiations with the Debtors’ CEO, Dr.
Henry Ji in pursuit of a new and better plan that would allow for
equity participation and maximize value for the benefit of all
parties in interest in these Chapter 11 Cases, including the
Debtors, their creditors and their stakeholders."
The hearing for final approval of the Disclosure Statement and the
confirmation of the Plan previously scheduled for Nov. 20, 2023 at
1:00 p.m. (prevailing Central Time) has been adjourned and
rescheduled for Nov. 30, 2023 at 1:00 p.m. (prevailing Central
Time) before the Honorable Christopher M. Lopez, United States
Bankruptcy Judge.
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors ("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones oversaw the cases. In an order Oct. 16, 2023,
the cases were reassigned to Judge Lopez following the resignation
of Judge Jones.
The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel;
Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts
counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin
Y. Meghji, managing partner at M3, serves as the Debtors' chief
restructuring officer. Stretto Inc. is the claims, noticing and
solicitation agent.
Norton Rose Fulbright US, LLP and Milbank, LLP represent the
official committee of unsecured creditors appointed in the Debtors'
Chapter 11 cases.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig,
LLP serve as the equity committee's bankruptcy counsel.
SOUTHERN DRILL: Wins Cash Collateral Access on Final Basis
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida,
Pensacola Division, authorized Southern Drill Supply - Acquisition,
LLC to use cash collateral on a final basis in accordance with the
budget.
Red Iron Acceptance, LLC is a secured creditor of the Debtor in the
current principal amount of $131,240, and Red Iron alleges it has a
lien on inventory financed by Red Iron, which includes the cash
collateral from said inventory.
Subject to the provisions of the order and payment requirements for
the Red Iron Payoff Amount, the Debtor is authorized to use cash
collateral to pay: (a) amounts expressly authorized by the Court,
including payments to the United States Trustee for quarterly fees
and Subchapter V Trustee fees; and (b) the current and necessary
expenses of Debtor in the ordinary course of its operations.
As adequate protection, Red Iron will have a perfected
post-petition lien against the property of the Debtor to the same
extent and with the same validity and priority as its prepetition
liens, if any, to the extent the Debtor's operating and use of the
Debtor's property results in a decrease in Red Iron's interest in
its collateral, without the need to file or execute any documents
as may otherwise be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for the Red Iron
Inventory in accordance with the obligations under the loan and
security documents with Red Iron.
These events constitute an "Event of Default":
a. The Debtor fails to comply with any requirement of the Order
(subject to a five day grace period);
b. An order is entered that provides for the conversion of the
Debtor's case to Chapter 7;
c. An order is entered that provides for the appointment of a
Chapter 11 trustee or examiner; however, this provision is subject
to a request for relief; or
d. Adequate loss insurance on the Red Iron Inventory or the
Post-Petition Collateral lapses.
A copy of the order is available at https://urlcurt.com/u?l=N9vopg
from PacerMonitor.com.
About Southern Drill Supply-Acquisition
Southern Drill Supply-Acquisition LLC is a professional and
commercial equipment and supplies merchant wholesaler.
Southern Drill Supply-Acquisition sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Fla.Case No. 23-30452) on
July 3, 2023. In the petition filed by William Shearer, as
managing member, the Debtor reported assets between $100,000 and
$500,000 and liabilities between $1 million and $10 million.
Judge Jerry C. Oldshue, Jr. oversees the case.
Todd M. LaDouceur, Esq. and Todd M. LaDouceur, P.A., at Galloway
Law Firm, represent the Debtor as counsel.
SOUTHERN LAND: Michael Abelow Named Subchapter V Trustee
--------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Abelow,
Esq., at Sherrard Roe Voigt & Harbison, PLC, as Subchapter V
trustee for Southern Land Acquisitions, LLC.
Mr. Abelow will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Abelow declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael G. Abelow, Esq.
Sherrard Roe Voigt & Harbison, PLC
150 3rd Ave. South, Suite 1100
Nashville TN 37201
Phone: (615) 742-4532
Email: mabelow@srvhlaw.com
About Southern Land Acquisitions
Southern Land Acquisitions, LLC, a company in Franklin, Tenn.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. M.D. Tenn. Case No. 23-04017) on Nov. 1, 2023, with
$4,650,425 in assets and $440,119 in liabilities. Chris Cruzen,
chief manager, signed the petition.
Judge Charles M. Walker oversees the case.
Lefkovitz & Lefkovitz serves as the Debtor's legal counsel.
SPENDMEND LLC: Goldman Sachs Marks $276,000 Loan at 60% Off
-----------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $276,000 loan extended to
SpendMend, LLC to market at $110,000 or 40% of the outstanding
amount, as of September 30, 2023, according to Goldman Sachs's Form
10-Q for the Quarterly period ended, September 30, 2023, filed with
the Securities and Exchange Commission on November 7, 2023.
Goldman Sachs BDC, Inc is a participant in a First Lien Senior
Secured Debt to SpendMend, LLC. The loan accrues interest at a rate
of 11.03% (S+5.50%) per annum. The loan matures on March 1, 2028.
Goldman Sachs BDC said the loan has non-accrual status and
classified the loan as a Non-income producing security.
Goldman Sachs BDC, Inc. was initially established as Goldman Sachs
Liberty Harbor Capital, LLC, a single member Delaware limited
liability company, on September 26, 2012 and commenced operations
on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole
member. On March 29, 2013, the Company elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended. Effective April 1, 2013, the Company converted
from a SMLLC to a Delaware corporation.
In addition, the Company has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended, commencing with its taxable year ended
December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware
limited partnership and an affiliate of Goldman Sachs & Co. LLC, is
the investment adviser of the Company.
SpendMend, is a provider of cost-saving solutions in the healthcare
industry.
SPI ENERGY: Incurs $1.9 Million Net Loss in Third Quarter
---------------------------------------------------------
SPI Energy Co., Ltd. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.89 million on $55.93 million of net revenues for the three
months ended Sept. 30, 2023, compared to a net loss of $13.49
million on $42.80 million 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 $14.28 million on $159.76 million of net revenues,
compared to a net loss of $22.50 million on $127.75 million of net
revenues for the same period in 2022.
As of Sept. 30, 2023, the Company had $230.19 million in total
assets, $214.19 million in total liabilities, and $16 million in
total equity.
SPI Energy stated, "The Group had recurring losses from operations.
The Group has incurred a net loss of [$5,617,000] from continuing
operations during the nine months ended September 30, 2023. As of
September 30, 2023, there was net working capital deficit of
[$114,668,000] and accumulated deficit of [$684,691,000]. These
factors raise substantial doubt as to the Group's ability to
continue as a going concern. The Group intends to continue
implementing various measures to boost revenue and control the cost
and expenses within an acceptable level and other measures
including: 1) negotiate with potential buyers on PV solar projects;
2) negotiate for postponing of convertible bond payments; 3)
improve the profitability of the business in US; 4) strictly
control and reduce business, marketing and advertising expenses; 5)
obtain equity financing from certain subsidiaries' initial public
offerings; and 6) seek for certain credit facilities. There is no
assurance that the group will be successful in meeting its
liquidity and cash flow requirements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001210618/000168316823008339/spi_i10q-093023.htm
About SPI Energy Co.
SPI Energy Co., Ltd. is a global renewable energy company and
provider of solar storage and EV solutions that was founded in
2006
in Roseville, California and is now headquartered in McClellan
Park, California.
SPI Energy reported a net loss of $33.72 million for the year ended
Dec. 31, 2022, compared to a net loss of $44.83 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$231.09 million in total assets, $213.22 million in total
liabilities, and $17.87 million in total equity.
New York, New York-based Marcum Asia CPAs LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 14, 2023, citing that the Company has a
significant working capital deficit, has incurred significant
losses and needs to raise additional funds to sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SPIRIT AIRLINES: Moody's Lowers CFR to 'Caa1', Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded its ratings of Spirit
Airlines, Inc. ("Spirit"): corporate family rating to Caa1 from B2
and probability of default rating to Caa1-PD from B2-PD. Moody's
also downgraded the backed senior secured rating assigned to Spirit
IP Cayman Ltd.'s 8% senior notes, which are secured by the
company's loyalty program and brand IP ("Notes") to B2 from Ba3.
Moody's downgraded the speculative grade liquidity rating ("SGL")
to SGL-3 from SGL-2. The rating outlook remains negative.
"The downgrade of the corporate family rating to Caa1 reflects
Moody's expectations that Spirit's operations will now remain loss
making on reported basis through 2024," said Moody's Senior Vice
President Jonathan Root. Credit metrics will remain weak and at
levels typical of the Caa rating category. Moody's projects Debt to
EBITDA will be higher than 10.0x at the end of 2024, with a low
single digit operating margin and an EBITDA margin of about 11%
less than half of its level in 2019. These metrics are on a Moody's
adjusted basis. Moody's believes the company is likely to monetize
some or most of its remaining unencumbered assets to offset the
cash deficit from operations and for funding scheduled amortization
on the company's various aircraft financings. Spirit will continue
to sell and leaseback its new aircraft deliveries, the proceeds of
which will offset the significant negative free cash flow Moody's
projects on a gross basis. However, debt on a Moody's adjusted
basis will increase annually because of the capitalization of
operating lease liabilities as debt. The downgrade also reflects
that Moody's projections indicate that Spirit will not be able to
fully retire the $1.1 billion of 8% notes due Sep. 20, 2025. Robust
earnings expansion will be needed to de-risk the capital
structure.
The decline in Spirit's average revenue per passenger flight
segment during the third quarter of 2023 was unexpected. The
average fare declined to $48.73 from $57.86 in the 2nd quarter and
from $67.52 in the prior year 3rd quarter. Average non-ticket fees
per passenger flight segment declined modestly, to $67.70 from
$70.17 and $67.07 for these periods, respectively. Third quarter
aggregate fare revenue declined by $121 million sequentially and by
$147 million year-over-year. Intense competition in the company's
home Florida market, and air traffic control system bottlenecks
will sustain headwinds and operating inefficiencies that weigh on
the company's financial performance. The pace and scope at which
the US airlines reduce domestic capacity to restore balance with
demand will be the key to the trend in the company's passenger
revenues through 2024. Moody's projections, which reflect weak
operating cash flow, contemplate that the aggregate of Spirit's
average per passenger fare and fees will not return to the $137
average achieved across the last nine months of 2022. Additionally,
loss of use of an increasing number of aircraft as 2024 progresses
will weigh on revenues and cash generation. Required accelerated
inspections of the geared-turbo-fan ("GTF") engine that powers the
company's A320neo family aircraft will remove an average of 13
aircraft from operation in January. The number of aircraft out of
operation while awaiting their engine inspections will increase to
40 or more aircraft by the end of 2024. The current estimate of
time for the inspections and related repairs, if any, for the
engines is currently eight to ten months because of constraints in
throughput capacity across the global engine maintenance and repair
sector. Aircraft will likely be out of service for longer because
regulations will require engines to be removed from service before
a slot in a maintenance and repair facility becomes available.
Adjusted debt and EBITDA were $3.6 billion and $950 million in
2019. Moody's projects these measures at $7.5 billion and $600
million, respectively for 2024. The low-cost airline operating
model requires above average capacity growth to spread costs over
more seats. The step-function increase in pilot pay reflected in
the two-year agreement reached with the pilots in the fourth
quarter of 2022 increased the cost base. The 2023 round of new
pilot contracts across much of the US industry and the potential
for other work groups to garner meaningful pay increases will
further pressure the cost base in upcoming years. Filling enough
seats at levels high enough to cover a higher cost base will be the
key watch item for Spirit and the broader US airline industry.
The negative outlook reflects Moody's projections that indicate no
material strengthening of the company's earnings and financial
leverage in advance of the note maturity in September 2025. The
negative outlook also reflects Moody's opinion of a weaker
liquidity profile. The lowering of the SGL rating reflects Moody's
expectations of significant negative free cash flow and declining
alternate sources.
RATINGS RATIONALE
The Caa1 corporate family rating reflects Spirit's solid market
position as a leading low-cost provider of passenger air
transportation in the US domestic market balanced by its weak cash
flow and credit metrics. Moody's expects debt/EBITDA near or above
ten times at the end of 2023 and again at the end of 2024. Higher
adjusted debt from lease financing new aircraft deliveries and
limited improvement in earnings because of competitive intensity in
the US domestic market and cost pressures will prevent a material
reduction in financial leverage.
The SGL-3 speculative grade liquidity rating reflects adequate
liquidity. Moody's projects cash to fall from the $1.1 billion on
hand at Sep. 30, 2023, towards $800 million by the end of 2024,
inclusive of capital raises from pledging or the sale of currently
unencumbered assets and compensation that Spirit will receive from
Pratt & Whitney because of the loss of use of aircraft taken out of
service for their required engine inspections. The $300 million
revolver expires on Sep. 30, 2025. Alternate sources of liquidity
will be very limited.
The ratings are based on Spirit as a stand-alone company. The
ratings do not consider any impacts of merging with JetBlue. The
completion of the acquisition awaits the resolution of the bench
trial currently underway. The US Department of Justice sued to
block the transaction. Moody's has no opinion of how the judge will
rule. The proceedings are scheduled to conclude by December 5th.
Moody's believes that the ruling could be issued sometime during
the six to ten weeks thereafter. Merging with JetBlue would be
credit positive for Spirit and strengthen its credit profile
relative to it remaining a standalone company.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if liquidity further weakens, with
cash and short-term investments being sustained below $600 million,
or if Moody's expects operating cash flow will be less than
negative $250 million in 2024. The ratings could also be downgraded
if the prospects for a distressed exchange on the $1.1 billion of
secured notes increase. Ratings could be upgraded if Moody's
expects operating cash flow to exceed $350 million in 2024.
Debt/EBITDA heading towards 7.0x or funds from operations +
interest-to-interest approaching 2.0x could also lead to a ratings
upgrade as could strengthened liquidity.
The principal methodology used in these ratings was Passenger
Airlines published in August 2021.
Spirit Airlines, Inc., headquartered in Miramar, Florida, is a
leading low-cost US airline providing service to destinations
throughout the US, Latin America and the Caribbean. Revenue was
$5.068 billion in 2022.
SRPC PROPERTIES: Seeks to Hire Keller Williams as Broker
--------------------------------------------------------
SRPC PROPERTIES, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Wyoming to employ Keller Williams Coastal Bend
as broker.
The firm will market and sell the Debtor's real properties
including 8370 W. Hwy 24, Cascade, CO 80809; 10638 Kingwood Dr.,
Corpus Christi, TX 78410; 1645 14th Street, Corpus Christi, TX
78401; 1653 14th Street, Corpus Christi, TX 784101; 1334 E. 4th
Street, Pueblo, CO 81001.
The firm will be paid at the rate of 5 percent of the sale price of
each properties.
Robert Ellis, a partner at Keller Williams Coastal Bend, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert Ellis
Keller Williams Coastal Bend
4518 Everhart Rd Ste. 101
Corpus Christi, TX 78411
Tel: (361) 225-7900
About SRPC Properties, LLC
SRPC Properties, LLC is in the business of purchasing investment
properties. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Wyo. Case No. 23-20180) on May 25,
2023. In the petition signed by Shirley Carson, member, the Debtor
disclosed $2,694,635 in assets and $1,725,437 in liabilities.
Judge Cathleen D. Parker oversees the case.
Bradley T. Hunsicker, Esq., at Markus Williams Young and Hunsicker,
represents the Debtor as legal counsel.
STARCOMPLIANCE INTERMEDIATE: $2.5MM GS BDC Loan Trades at 42% Off
-----------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $2,500,000 loan extended to
StarCompliance Intermediate, LLC to market at $1,438,000 or 58% of
the outstanding amount, as of September 30, 2023, according to
Goldman Sachs's Form 10-Q for the Quarterly period ended, September
30, 2023, filed with the Securities and Exchange Commission on
November 7, 2023.
Goldman Sachs BDC, Inc is a participant in a First Lien Senior
Secured Debt to StarCompliance Intermediate, LLC. The loan accrues
interest at a rate of 12.20% (S+6.75%) per annum. The loan matures
on January 12, 2027.
Goldman Sachs BDC said the loan has non-accrual status and
classified the loan as a Non-income producing security.
Goldman Sachs BDC, Inc. was initially established as Goldman Sachs
Liberty Harbor Capital, LLC, a single member Delaware limited
liability company, on September 26, 2012 and commenced operations
on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole
member. On March 29, 2013, the Company elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended. Effective April 1, 2013, the Company converted
from a SMLLC to a Delaware corporation.
In addition, the Company has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended, commencing with its taxable year ended
December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware
limited partnership and an affiliate of Goldman Sachs & Co. LLC, is
the investment adviser of the Company.
StarCompliance Intermediate, LLC provides Diversified Financial
Services.
STARR CLEANING: Hires Allan D. NewDelman P.C. as Counsel
--------------------------------------------------------
Starr Cleaning Services, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Allan D.
NewDelman, P.C. as legal counsel.
The firm will provide these services:
(a) give the Debtor legal advice with respect to all matters
related to this case;
(b) prepare on behalf of the Debtor, as Debtor-In-Possession,
necessary applications, answers, orders, reports and other legal
papers; and
(c) perform all other legal services for Debtor which may be
necessary.
The firm will be paid at these rates:
Allan D. NewDelman $475 per hour
Roberta J. Sunkin $395 per hour
Paralegal $150 to $200 per hour
The firm will be paid a retainer in the amount of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Allan NewDelman, Esq., a partner at Allan D. Newdelman, P.C.,
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:
Allan D. NewDelman, Esq.
ALLAN NEWDELMAN, P.C.
80 East Columbus Avenue
Phoenix, AZ 85012
Tel: (602) 264-4550
Email: anewdelman@adnlaw.net
About Starr Cleaning Services, LLC
Starr Cleaning Services, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No.
2:23-bk-07844-EPB) on November 1, 2023. In the petition signed by
Austin Arrow, member, the Debtor disclosed up to $500,000 in assets
and up to $1 million in liabilities.
Allan D. NewDelman, Esq., at Allan D. Newdelman, PC, represents the
Debtor as legal counsel.
SUN PACIFIC: Delays Filing of Q3 Form 10-Q Report
-------------------------------------------------
Sun Pacific Holding Corp. disclosed in Form 12b-25 filed with the
Securities and Exchange Commission that the Company is unable to
complete its audit and preparation of its Form 10-Q in a timely
matter.
According to the Company, its Form 10-Q could not be filed within
the prescribed time period due to unanticipated delays.
About Sun Pacific
Headquartered in Manalapan, N.J., Sun Pacific Holding Corp. --
http://www.sunpacificholding.com-- is a diversified publicly
traded holding company encompassing the following subsidiaries: Sun
Pacific Power Corp, Street Smart Outdoor Corp, and National
Mechanical Corp. Its focus is protecting the environment by
adapting new green technologies and developing synergy across its
subsidiaries.
As of March 31, 2023, the Company had $139,380 in total assets,
$3.34 million in total liabilities, and a total stockholders'
deficit of $3.20 million.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated April 17, 2023, citing that the Company has suffered
recurring losses from operations since inception and has a
significant working capital deficiency, both of which raise
substantial doubt about its ability to continue as a going
concern.
TECHNICAL ORDNANCE: Sets Dec. 18 Plan Confirmation Hearing
----------------------------------------------------------
Judge Caryl E. Delano has entered an order conditionally approving
the Disclosure Statement of Technical Ordnance Solutions, LLC.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
December 18, 2023 at 2:00 PM in Ft. Myers, FL − Room 4−102,
Courtroom E, United States Courthouse, 2110 First Street.
Any written objections to the Disclosure Statement will be filed
with the Court and served on the Local Rule 1007−2 Parties in
Interest List no later than 7 days prior to the date of the hearing
on confirmation.
Parties in interest will submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than 8 days before
the date of the Confirmation Hearing.
Objections to confirmation will be filed with the Court and served
on the Local Rule 1007−2 Parties in Interest List no later than
seven (7) days before the date of the Confirmation Hearing.
In accordance with Local Rule 3018−1(a), the Plan Proponent will
file a ballot tabulation no later than 96 hours prior to the time
set for the Confirmation Hearing.
About Technical Ordnance Solutions
Technical Ordnance Solutions, LLC, is engaged in the business of
ordnance accessories manufacturing.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00125) on Feb. 5,
2023, with up to $100,000 in assets and up to $10 million in
liabilities. Clyde William Colburn, III, owner, signed the
petition.
Judge Caryl E. Delano oversees the case.
The Debtor tapped Mike Dal Lago, Esq., at Dal Lago Law as
bankruptcy counsel and McHale P.A. as financial advisor.
TENTRR INC: DIP Lenders Up Loan Commitment to $2.35MM
-----------------------------------------------------
Tentrr, Inc. asks the U.S. Bankruptcy Court for the District of
Delaware for entry of an order amending the final order authorizing
the use of cash collateral and postpetition financing. Pursuant to
a fifth amendment to the DIP facility, the aggregate principal
amount of the DIP Facility has been increased from an amount not to
exceed $1.97 million to an amount not to exceed $2.35 million.
The Debtor had engaged in extensive discussions with counsel for
IPFS Corporation, Farnam Street Financial, Inc., and the agent for
the DIP Lenders.
Eight new lenders have joined the DIP Facility and are providing
the additional funding of $380,000:
* Ernest H. Pomerantz Irrevocable Trust;
* James L. Pomerantz Irrevocable Trust;
* Justin M. Pomerantz Irrevocable Trust;
* Ernest H. Pomerantz;
* West Venture Partners LP;
* West Venture Partners SPV I LLC;
* West of Everything LLC; and
* Goeff Judge
The Debtor's post-petition financing originally consisted of, inter
alia, a superpriority credit facility in an aggregate principal
amount not to exceed $500,000. Pursuant to the First Amended DIP
Order, the principal aggregate amount was increased to $750,000.
Pursuant to the Second Amended DIP Order, the principal aggregate
amount was increased to $1 million. The DIP Agent was changed from
SL Ventures III Series V, LLC to Tribeca Venture Partners GP I,
LLC.
Pursuant to the Third Amended DIP Order, the principal aggregate
amount was increased to $1.350 million. Great Oaks Venture Capital
ACK LLC and Great Oaks Venture Fund LP joined as lenders under the
Third Amendment. The DIP Lenders have fully funded the $1.350
million DIP Facility and the Debtor has fully drawn on the DIP
Facility.
Pursuant to the Fourth Amended DIP Order, the principal aggregate
amount was increased to $1.97 million.
The maturity date of the DIP Facility is the earlier of (i) the
effective date of the Debtor's plan of reorganization in the
Subchapter V Case; and (ii) the date upon which the Agent under the
DIP Facility declares all obligations to be due and payable and the
commitments to be terminated as a result of an uncured Event of
Default.
As of the date of the Motion, the Lenders have fully funded the
$1.97 million DIP Facility.
The maturity date of the DIP Facility is the earlier of (i) the
effective date of the Debtor's plan of reorganization in the
Subchapter V Case; and (ii) the date upon which the DIP Agent
declares all obligations to be due and payable and the commitments
to be terminated as a result of an uncured Event of Default.
Following entry into the DIP Facility, the Debtor has continued to
work to maximize the value of its assets, including negotiations
over formulation of a plan of reorganization with the secured
creditors as well as commencing litigation against Farnam, which
was recently settled, and this settlement was memorialized in a
memorandum of understanding. In accordance with the MOU, the
settlement with Farnam will be implemented under a plan of
reorganization. This amended plan of reorganization, which will
include the Farnam settlement (among other amendments), will be
filed in the near future.
Because the Debtor needs to formulate, finalize and draft an
amended plan of reorganization that will incorporate its settlement
with Farnam and the settlements with its other secured creditors,
the Debtor needs the funds envisioned in the budgets attached to
the Fourth DIP Amendment, that are being sought in this Fifth
Amendment, to formulate and prepare a plan, solicit support for the
plan, confirm the plan and emerge from bankruptcy. The Debtor also
intends to use a portion of the funds from the Amended DIP facility
to fund its plan of reorganization.
A copy of the motion is available at https://urlcurt.com/u?l=tuTpK9
from PacerMonitor.com.
About Tentrr Inc.
Tentrr Inc. -- https://www.tentrr.com/ -- offers places to camp in
the U.S. It provides tent camps and fully set up campsites for
camping on private land or state parks. The company is based in New
York.
Tentrr filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10000) on Jan.
2, 2023.
In the petition filed by its chief executive officer, Anand
Subramanian, the Debtor disclosed between $1 million and $10
million in both assets and liabilities. David M. Klauder has been
appointed as Subchapter V trustee.
The Debtor tapped Mayerson and Hartheimer, PLLC as bankruptcy
counsel; The Rosner Law Group LLC as local counsel; and Omni Agent
Solutions, Inc. as notice, claims, solicitation and administrative
agent.
TIMBER PHARMACEUTICALS: Q3 Report Delayed, Has Going Concern Doubt
------------------------------------------------------------------
Timber Pharmaceuticals, 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 its Form 10-Q within
the prescribed time period, without unreasonable effort or
expense.
The Company has cash on hand of approximately $1.954 million at
September 30, 2023 and based on recurring losses and negative cash
flow from operations, as well as current cash and liquidity
projections, the Company has concluded that there is substantial
doubt about the Company's ability to continue as a going concern.
As previously disclosed, on August 20, 2023, the Company entered
into an Agreement and Plan of Merger with LEO US Holding, Inc., a
Delaware corporation, LEO Spiny Merger Sub, Inc., a Delaware
corporation and direct, wholly-owned subsidiary of Parent and LEO
Pharma A/S, a Danish Aktieselskab, providing for, among other
things, the merger of Merger Sub with and into the Company, with
the Company surviving the Merger as a wholly-owned subsidiary of
Parent. Pursuant to a Bridge Loan Agreement dated August 30, 2023,
as amended on October 27, 2023, Parent has loaned the Company $6.5
million to date.
The Company scheduled a special meeting of stockholders for October
16, 2023, to approve the Merger Agreement, with the closing of the
Merger to be completed as promptly as practicable after obtaining
such approval. On October 16, the Company convened and adjourned
the Special Meeting to October 30 as there were insufficient votes
for approval of the Merger. On October 30, the Company reconvened
and adjourned the Special Meeting to November 17, because the vote
for approval of the Merger was still short of the majority of the
Company's outstanding shares of common stock required for approval.
Either party will have the right to terminate the Merger Agreement
if shareholder approval is not obtained at the November 17 Special
Meeting.
Due to the considerable time and resources the Company's management
is devoting to the Special Meeting and alternatives available to
the Company dependent on whether or not shareholder approval is
obtained, the Company does not have the funds or personnel
necessary to prepare and file the Form 10-Q on or before the
November 14, 2023, due date which has also resulted in the
Company's auditors being unable to complete their review.
The Company cannot at this time estimate when it will be able to
file its Form 10-Q for the quarter ended September 30, 2023.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber reported a net loss and comprehensive loss of $19.38 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $10.64 million for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had $10.27 million in total
assets, $5.04 million in total liabilities, and $5.23 million in
total stockholders' equity.
Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
TRIMONT ENERGY: Hires Chaffe & Associates as Financial Advisor
--------------------------------------------------------------
Trimont Energy (Now), LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Chaffe &
Associates, Inc. as financial advisor.
The firm will provide these services:
a. review the business and operations of the Debtors and its
historical and projected financial condition;
b. analyze business plans, forecasts, and related financial
projections for the Debtors;
c. assist the Debtor in preparing documentation within the
firm's areas of expertise that may be required in connection with
any Transaction;
d. assist the Debtor in identifying and evaluating candidates
for any potential Transaction, and advise the Debtor in connection
with negotiations and assist with the consummation of any
Transaction;
e. assist in the implementation and consummation of one or
more Transactions; and
f. provide such other investment banking and financial
advisory services as are customary for these types of
Transactions.
The firm will be paid at these rates:
a. A cash advisory fee (the "Advisory Fee") in the amount of
$25,000 per month, payable every thirty (30) days on or about the
11th day of each calendar month thereafter during the Term but in
no case less than five months. monthly Advisory Fee shall be
creditable against the Transaction Fee or Minimum Fee, whichever is
greater; plus
b. A transaction fee (the "Transaction Fee") in connection
with the consummation of a Transaction in an amount equal to 5
percent of the "Aggregate Consideration" (as defined below),
received or receivable in connection with the consummation of the
Transaction (the "Sales Price"). The Transaction Fee shall be
payable immediately upon the consummation of the Transaction by
wire transfer in immediately available funds and out of the closing
"funds flow" of the Transaction;
c. Notwithstanding any of the foregoing, in no event shall the
aggregate amount of cash fees actually paid by the Company to
Chaffe during the Term of this Agreement ever be less than $450,000
(the "Minimum Fee"), regardless of the type of Transaction or any
similar Transaction that is or is not actually consummated. The
amount of any remaining unpaid portion of the Minimum Fee shall be
paid immediately upon the earlier of a) the consummation of any
Transaction and b) the conclusion of the Term.
Michael H. Schmidt, a managing director at Chaffe & Associates,
Inc., disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Michael H. Schmidt
Chaffe & Associates, Inc.
201 St. Charles Avenue, Suite 1410
New Orleans, LA 70170
Telephone: (504) 524-1801
Facsimile: (504) 524-7194
Email: mkatsanis@chaffe-associates.com, Inc.
About Trimont Energy (Now), LLC
Trimont Energy (NOW) LLC in Houston, TX, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D. La. Case No.
23-11868) on October 25, 2023, listing as much as $1 million to $10
million in both assets and liabilities. Christopher O. Ryals as
chief restructuring officer, signed the petition.
Judge Meredith S. Grabill oversees the case.
HELLER, DRAPER & HORN, LLC serve as the Debtor's legal counsel.
Christopher O. Ryals of RCO Capital, LLC as chief operating
officer. Chaffe & Associates, Inc. as financial advisor.
TRIMONT ENERGY: Hires Heller Draper & Horn as Counsel
-----------------------------------------------------
Trimont Energy (Now), LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Heller,
Draper & Horn, L.L.C., as counsel.
The firm's services include:
a. advising the Debtors with respect to the rights, powers and
duties as debtors and debtors-in-possession in the continued
operation and management of the businesses and properties;
b. preparing on behalf of the Debtors all necessary
applications, motions, answers, proposed orders, other pleadings,
notices, schedules and other documents, and reviewing all financial
and other reports to be filed, and when deemed necessary, assisting
in the preparation and finalization of
reports to be filed;
c. advising the Debtors concerning and preparing responses to
applications, motions, pleadings, notices, and other documents that
may be filed by other parties herein;
d. appearing in Court to protect the interests of the Debtors
and appearing and assisting the Debtors regarding the initial
debtor interviews and the Section 341 meetings;
e. representing the Debtors in connection with use of cash
collateral and/or obtaining post-petition financing;
f. advising the Debtors concerning and assisting in the
negotiation and documentation of financing agreements, cash
collateral orders, and related transactions;
g. investigating the nature and validity of liens asserted
against the property of the Debtors, and advising the Debtors
concerning the enforceability of said liens;
h. investigating, advising, and taking such action as may be
necessary with respect to the collection income and assets in
accordance with applicable law, and the recovery of property for
the benefit of the estates;
i. advising and assisting the Debtors in connection with any
potential property dispositions;
j. advising the Debtors concerning executory contracts and
unexpired lease assumptions, assignments, and rejections, and lease
restructuring and recharacterizations;
k. assisting the Debtors in reviewing, estimating, and
resolving claims asserted against the Debtors' estates;
l. commencing and conducting litigation, necessary and
appropriate to assert rights held by the Debtors, protecting assets
of the Debtors' estates, or otherwise further the goal of the
Debtors' Bankruptcy Cases; and
m. performing all other legal services for the Debtors which
may be necessary and proper in the Bankruptcy Cases.
The firm will be paid at these rates:
Douglas S. Draper $600 per hour
Leslie A. Collins $500 per hour
Greta M. Brouphy $475 per hour
Michael E. Landis $450 per hour
Yvonne Chalker $450 per hour
Paralegals $125 per hour
The retainer is $100,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Douglas S. Draper, Esq., a partner at Heller, Draper & Horn, L.L.C,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Douglas S. Draper, Esq.
HELLER, DRAPER & HORN, L.L.C.
650 Poydras Street Suite 2500
New Orleans, LA 70130
Tel: (504) 299-3300
Email: ddraper@hellerdraper.com
About Trimont Energy (Now), LLC
Trimont Energy (NOW) LLC in Houston, TX, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D. La. Case No.
23-11868) on October 25, 2023, listing as much as $1 million to $10
million in both assets and liabilities. Christopher O. Ryals as
chief restructuring officer, signed the petition.
Judge Meredith S. Grabill oversees the case.
HELLER, DRAPER & HORN, LLC serve as the Debtor's legal counsel.
Christopher O. Ryals of RCO Capital, LLC as chief operating
officer. Chaffe & Associates, Inc. as financial advisor.
TV AZTECA: Mediation Ends Without Deal on Notes
-----------------------------------------------
TV Azteca, S.A.B. de C.V. (BMV: AZTECACPO; Latibex: XTZA), one of
the two largest producers of Spanish-language television
programming in the world, announced Nov 14, 2023, that it has
completed court-supervised mediation proceedings with an ad hoc
group of unaffiliated holders (the "Holders") of the Company's
Senior Notes due 2024 and The Bank of New York Mellon, the trustee
under the notes.
For a period of 67 days beginning on Sept. 7, 2023, the Company,
the trustee and the Holders participated in a U.S. court-ordered
mediation supervised by Retired Bankruptcy Judge Kevin J. Carey.
The parties engaged in extensive good faith negotiations and
exchanged multiple proposals designed to restructure the 2024
notes. At the conclusion of the mediation, the parties were unable
to reach a consensual resolution.
The Company continues to believe that a consensual restructuring of
its 2024 notes is in the best interests of all parties and remains
committed to continued dialogue with the Holders in an effort to
achieve that result.
In connection with the mediation, the Company executed separate
confidentiality agreements with each of the Holders and the trustee
and provided them with certain non-public information relating to
the Company. Pursuant to the confidentiality agreements, the
Company agreed to publicly disclose the necessary Cleansing
Materials (as defined in the confidentiality agreements) following
conclusion of the mediation.
Paul, Weiss, Rifkind, Wharton & Garrison LLP served as US legal
counsel, Moelis & Company LLC and Alfaro, Davila y Scherer, S.C.
served as financial advisors, and Sainz Abogados, S.C. and Rivera
Gaxiola, Kálloi, Fernández, Del Castillo, Quevedo, Lagos y
Machuca Abogados served as Mexican legal counsel to the Company.
About TV Azteca
TV Azteca is one of the two largest producers of Spanish-language
television programming in the world, operating four television
networks in Mexico: Azteca uno, Azteca 7, adn40 and a más +,
through more than 300 owned and operated stations across the
country. The company also owns TV Azteca Digital, operator of
several of the most visited digital platforms and social networks
in Mexico.
TV Azteca is a Grupo Salinas company (www.gruposalinas.com), a
group of dynamic, fast growing, and technologically advanced
companies focused on creating economic value through market
innovation and goods and services that improve standards of living;
social value to improve community wellbeing; and environmental
value by reducing the negative impact of its business activities.
Created by Mexican entrepreneur Ricardo B. Salinas
(www.ricardosalinas.com), Grupo Salinas operates as a management
development and decision forum for the top leaders of member
companies. These companies include TV Azteca (www.TVazteca.com;
www.irtvazteca.com), Grupo Elektra (www.grupoelektra.com.mx), Banco
Azteca (www.bancoazteca.com.mx), Purpose Financial
(havepurpose.com), Afore Azteca (www.aforeazteca.com.mx), Seguros
Azteca (www.segurosazteca.com.mx), Punto Casa de Bolsa
(www.puntocasadebolsa.mx), Totalplay (irtotalplay.mx;
www.totalplay.com.mx) and Totalplay Empresarial
(totalplayempresarial.com.mx). TV Azteca and Grupo Elektra trade
shares on the Mexican Stock Market and in Spains' Latibex market.
Each of the Grupo Salinas companies operates independently, with
its own management, board of directors and shareholders. Grupo
Salinas has no equity holdings. The group of companies shares a
common vision, values, and strategies for achieving rapid growth,
superior results and world-class performance.
Involuntary Chapter 11
On March 20, 2023, Plenisfer Investments SICAV – Destination
Value Total Return, Cyrus Opportunities Master Fund II, Ltd., and
Sandpiper Limited (collectively, the "Petitioning Creditors") filed
involuntary Chapter 11 petitions against TV Azteca, S.A.B. de C.V.
and thirty-four TV Azteca subsidiaries in the United States
Bankruptcy Court for the Southern District of New York. Nos.
23-10385 – 23-10419 (Bankr. S.D.N.Y. Mar. 20, 2023).
On Nov. 20, 2023, the U.S. Bankruptcy Court for the Southern
District of New York granted the Alleged Debtors' motion to dismiss
the involuntary Chapter 11 cases, finding that the Petitioning
Creditors' claims are subject to a bona fide dispute.
AKIN GUMP STRAUSS HAUER FELD is representing the Petitioning
Creditors in the U.S. cases. PAUL WEISS RIFKIND WHARTON GARRISON
LLP is serving as attorneys for the Alleged Debtors.
TV AZTECA: Wins Dismissal of Involuntary Chapter 11 Cases
---------------------------------------------------------
U.S. Bankruptcy Judge Lisa G. Beckerman on Nov. 20, 2023, entered
an order dismissing the involuntary Chapter 11 bankruptcy petitions
filed by bondholders against TV Azteca, S.A.B. de C.V. and 34 TV
Azteca subsidiaries.
TV Azteca issued $400 million in unsecured notes pursuant to an
indenture dated Aug. 9, 2017. The Notes are scheduled to mature in
2024. The terms of the Notes require TV Azteca to make semi-annual
interest payments on Aug. 9 and Feb. 9 of each year. The interest
payments are at the rate of 8.250% per annum on the principal sum
of $400 million. TV Azteca made all interest payments due prior to
Feb. 9, 2021.
TV Azteca did not make the interest payments due on Feb. 9, 2021,
Aug. 9, 2021, and Feb. 9, 2022. Additionally, TV Azteca failed to
make the interest payments due on Aug. 9, 2022, and Feb. 9, 2023.
On May 3, 2022, a notice of acceleration was sent by certain
beneficial owners of principal amounts of the Notes to TV Azteca
and the Indenture Trustee.
On Aug. 26, 2022, the Indenture Trustee commenced a proceeding
against TV Azteca and various guarantors of the Notes, styled The
Bank of New York Mellon, solely in its capacity as Trustee for TV
Azteca, S.A.B. de C.V. 8.25% Senior Notes Due 2024 vs. TV Azteca,
S.A.B. de C.V., et al, No. 653101/2022 (N.Y. Sup. Ct. Aug. 26,
2022). The case was removed to the U.S. District Court for the
Southern District of New York and assigned to Judge Paul G.
Gardephe. In its Motion for Summary Judgment, the Indenture
Trustee sought to recover "the full principal amount, premium,
accrued and unpaid interest, and other amounts due" on the 8.250%
Senior Notes due 2024.
On July 8, 2022, TV Azteca filed a complaint against certain
holders of the Notes in the Ninth Civil Court of the Court of
Justice for Mexico City. TV Azteca then filed another complaint on
September 22, 2022, in the Sixty-Third Civil Court of the Court of
Justice of Mexico City against certain holders of the Notes and the
Indenture Trustee and cited the COVID-19 pandemic as the reason
they are unable to fulfill their obligations under the Indenture.
But pursuant to the choice of law and forum selection clauses in
the Indenture, the parties have contractually agreed that any
dispute arising under the Notes and the Indenture may be heard only
by a state or federal court located in Manhattan.
On March 20, 2023, Plenisfer Investments SICAV - Destination Value
Total Return, Cyrus Opportunities Master Fund II, Ltd., and
Sandpiper Limited filed involuntary Chapter 11 petitions against TV
Azteca, S.A.B. de C.V. and 34 TV Azteca subsidiaries in the U.S.
Bankruptcy Court for the Southern District of New York based upon
their holdings of the notes.
The Alleged Debtors argue the Involuntary Petitions should be
dismissed because the Petitioning Creditors' claims are subject to
a bona fide dispute, making the Involuntary Petitions deficient
pursuant to Section 303(b)(1) of the Bankruptcy Code. The Alleged
Debtors also argue the Involuntary Petitions should be dismissed
for "cause" pursuant to Section 1112(b) because they were filed as
a "tactical maneuver" in connection with the dispute pending before
the District Court.
The U.S. Bankruptcy Court held a two-day hearing on the Motion to
Dismiss on Aug. 28 and 29, 2023. At the conclusion of the hearing,
and per the suggestion of the Court, the parties agreed to
participate in mediation. The mediation was unsuccessful.
In an opinion and order entered Nov. 20, 2023, the Hon. Lisa G.
Beckerman dismissed the involuntary Chapter 11 cases due to the
existence of a bona fide dispute with respect to the Petitioning
Creditors' claims.
Section 303(b)(1) of the Bankruptcy Code provides: "An involuntary
case against a person is commenced by the filing with the
bankruptcy court of a petition under chapter 7 or 11 of this title-
(1) by three or more entities, each of which is either a holder of
a claim against such person that is not contingent as to liability
or the subject of a bona fide dispute as to liability or amount, or
an indenture trustee representing such a holder, if such
noncontingent, undisputed claims aggregate at least $18,600 more
than the value of any lien on property of the debtor securing such
claims held by the holders of such claims."
In the District Court Action, the Alleged Debtors do not dispute
that the entire principal amount plus two and a half years of
unpaid interest is due and owing under the Notes and the Indenture.
The Indenture Trustee asserts that a redemption premium in the
amount of $16,500,000 is due and owing as provided in Section 5.1
of the Indenture, in addition to the principal, unpaid interest,
prejudgment interest and attorney's fees. The Alleged Debtors on
the other hand argue that no redemption premium is due and owing
under the terms of the Indenture and New York law since there was
no voluntary prepayment of the Notes.
The Alleged Debtors argue that because the entitlement to a
redemption premium is disputed in the District Court Action, the
claims of the Petitioning Creditors are subject to a bona fide
dispute as to liability or amount and so, these Chapter 11 cases
should be dismissed. In response, the Petitioning Creditors argue
that because they are not the plaintiff in the District Court
Action and the Involuntary Petitions do not include a redemption
premium as part of the Petitioning Creditors' claims, there is no
bona fide dispute as to liability or amount with respect to the
Petitioning Creditors' claims.
"The Court cannot blithely ignore the District Court Action when it
knows that, if it were to do so, the proofs of claim that would be
filed in these Chapter 11 cases by the Indenture Trustee as a
fiduciary on behalf of all of the holders of the Notes will include
a redemption premium (unless the automatic stay is modified and the
District Court determines that no redemption premium is due and
owing prior to the deadline for filing proofs of claim). The
record reflects that the proofs of claim which would be filed by
the Indenture Trustee would differ from the claims asserted by the
Petitioning Creditors in the Involuntary Petitions because such
proofs of claim would include the redemption premium, attorney's
fees and other requested costs," Judge Beckerman held.
"In addition, given these facts, the Petitioning Creditors cannot
voluntarily disclaim their entitlement to a redemption premium so
that their claims are not subject to a bona fide dispute. See In re
Mountain Dairies, Inc., 372 B.R. at 632-33. Perhaps if the claims
held by the Petitioning Creditors arose under a contract where they
were the only contract counterparties, it might be possible for the
Petitioning Creditors to execute a writing where their entitlement
to an amount owed under the contract is waived forever. However,
under the Notes and the Indenture, the Petitioning Creditors are
not the only contract counterparties and thus, the Petitioning
Creditors alone cannot determine the amounts due and owing under
those documents."
The judge did not address the Alleged Debtors' three other
arguments as to why the Chapter 11 cases should be dismissed.
Attorneys for the Alleged Debtors:
William A. Clareman, Esq.
Kelley A. Cornish, Esq.
Jay Cohen, Esq.
PAUL WEISS RIFKIND WHARTON GARRISON LLP
1285 6th Avenue
New York, NY 10019
Attorneys for the Petitioning Creditors:
David Giller, Esq.
Abid Qureshi, Esq.
Sarah Schultz, Esq.
AKIN GUMP STRAUSS HAUER FELD
1 Bryant Park
New York, NY 10036
Attorneys for the Bank of New York Mellon:
Curtis M. Plaza, Esq.
RIKER DANZIG SCHERER HYLAND PERRETTI LLP
Headquarters Plaza
One Speedwell Avenue
Morristown, NJ 07962-1981
About TV Azteca
TV Azteca is one of the two largest producers of Spanish-language
television programming in the world, operating four television
networks in Mexico: Azteca uno, Azteca 7, adn40 and a mas +,
through more than 300 owned and operated stations across the
country. The company also owns TV Azteca Digital, operator of
several of the most visited digital platforms and social networks
in Mexico.
TV Azteca is a Grupo Salinas company --
https://www.gruposalinas.com/ -- a group of dynamic, fast growing,
and technologically advanced companies focused on creating economic
value through market innovation and goods and services that improve
standards of living; social value to improve community wellbeing;
and environmental value by reducing the negative impact of its
business activities.
Created by Mexican entrepreneur Ricardo B. Salinas
(www.ricardosalinas.com), Grupo Salinas operates as a management
development and decision forum for the top leaders of member
companies. These companies include TV Azteca (www.TVazteca.com;
www.irtvazteca.com), Grupo Elektra (www.grupoelektra.com.mx), Banco
Azteca (www.bancoazteca.com.mx), Purpose Financial
(havepurpose.com), Afore Azteca (www.aforeazteca.com.mx), Seguros
Azteca (www.segurosazteca.com.mx), Punto Casa de Bolsa
(www.puntocasadebolsa.mx), Totalplay (irtotalplay.mx;
www.totalplay.com.mx) and Totalplay Empresarial
(totalplayempresarial.com.mx).
TV Azteca and Grupo Elektra trade shares on the Mexican Stock
Market and in Spains' Latibex market. Each of the Grupo Salinas
companies operates independently, with its own management, board of
directors and shareholders. Grupo Salinas has no equity holdings.
The group of companies shares a common vision, values, and
strategies for achieving rapid growth, superior results and
world-class performance.
Involuntary Chapter 11
Plenisfer Investments SICAV – Destination Value Total Return,
Cyrus Opportunities Master Fund II, Ltd., and Sandpiper Limited
filed involuntary Chapter 11 petitions against TV Azteca, S.A.B. de
C.V. and 34 TV Azteca subsidiaries in the United States Bankruptcy
Court for the Southern District of New York (Bankr. S.D.N.Y. Case
Nos. 23-10385 to 23-10419) on March 20, 2023.
On Nov. 20, 2023, the U.S. Bankruptcy Court for the Southern
District of New York granted the Alleged Debtors' motion to dismiss
the involuntary Chapter 11 cases.
AKIN GUMP STRAUSS HAUER FELD is representing the Petitioning
Creditors in the U.S. cases. PAUL WEISS RIFKIND WHARTON GARRISON
LLP is serving as attorneys for the Alleged Debtors.
UNIVERSAL SOLAR: Taps Concierge Consulting as Accountant
--------------------------------------------------------
Universal Solar America, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Concierge
Consulting and Accounting, PLLC as accounting professional.
The firm will provide these services:
a. preparing monthly financials;
b. preparing Monthly Operating Reports to be filed in this
proceeding;
c. performing accounting services necessary to gather data for
report filings;
d. preparing State and Federal income tax returns and or
amendments;
e. providing any further or other accounting services needed
by Debtor;
The firm will be paid at the rate of $250 per hour. The firm will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Theresa Valade, a partner at Concierge Consulting and Accounting,
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:
Theresa Valade
Concierge Consulting and Accounting, PLLC
9903 E Bell Rd # 110
Scottsdale, AZ 85260
Tel: (480) 372-2543
About Universal Solar America, LLC
Universal Solar America, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No.
23-06491) on Sept. 18, 2023, with up to $500,000 in assets and up
to $10 million in liabilities. John Bereckis, manager, signed the
petition.
Judge Madeleine C. Wanslee oversees the case.
Patrick F. Keery, Esq., at Keery McCue, PLLC serves as the Debtor's
legal counsel.
UNIVERSITY SQUARE: Seeks $185,000 DIP Loan from UMB Bank
--------------------------------------------------------
University Square Real Estate Holdings, LLC asks the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, for authority to use cash collateral and obtain secured
postpetition financing.
The Debtor seeks approval, on an interim and final basis, of a new
money term loan in an aggregate amount of up to $185,000, pursuant
to the Priority Secured Debtor in Possession Loan Agreement between
the Debtor as borrower and UMB Bank, N.A., in its capacity as
Trustee for the Bonds, as the debtor in possession lender.
In the weeks leading up to the filing of the chapter 11 case, the
Debtor approached UMB Bank, N.A. and requested an emergency loan
sufficient to fund the liquidity needs of the Debtor with respect
to the period prior to the Petition Date. The DIP Lender agreed to
provide an emergency loan in the aggregate amount of $91,500 to
bridge the Debtor into an orderly commencement of the chapter 11
case. Due to the nature of the Bridge Loan, the parties thereto
agreed that the Bridge Loan would be "rolled up" into the DIP Loan
Agreement upon entry of the Interim Order, and that the Bridge Loan
will thereafter be deemed to constitute part of the DIP Facility in
all material respects.
The DIP Facility is due and payable through the earliest to occur
of:
(a) January 30, 2024, the Maturity Date; or
(b) the date of the acceleration of the Loan or the
termination of the DIP Lender's commitment as the DIP Lender
pursuant to section 8.01 of the DIP Loan Agreement.
The Debtor is required to make mandatory prepayments of the Loan:
(a) not later than three Business Days following the receipt of the
Net Cash Proceeds of any Asset Sale, Debtor shall apply 100% of
such Net Cash Proceeds to repay the Loan.; and (b) not later than
three Business Days following the receipt of any Net Cash Proceeds
from a Casualty Event by the Debtor, unless otherwise agreed to in
writing by the Lender, Debtor will apply 100% of such Net Cash
Proceeds to repay the Loan.
The Debtor requires use of cash collateral to permit, among other
things, the orderly continuation of its business, to maintain
business relationships with vendors, and to fund capital
expenditures and to satisfy other working capital and operational
needs.
As adequate protection, the Debtor proposes that the Prepetition
Lender receive continuing valid, binding, enforceable, and
perfected, liens, and security interests in and on all of the DIP
Collateral, which shall (a) be subordinate only to: (i) the
Carve-Out, (ii) the Postpetition Liens, and (iii) the Prior Liens;
and (b) be senior and superior to the Subordinate Liens and Related
Rights. The Debtor proposes that the Adequate Protection Liens will
be deemed legal, valid, binding, enforceable, and perfected liens,
not subject to subordination, impairment or avoidance, for all
purposes in the chapter 11 case and any Successor Case.
A copy of the motion is available at https://urlcurt.com/u?l=alpj5L
from PacerMonitor.com.
About University Square Real Estate Holdings
University Square Real Estate Holdings, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No.
23-12301) on July 10, 2023, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Judge Jessica E. Price Smith oversees the case.
Shawn M. Riley, Esq., at McDonald Hopkins, LLC is the Debtor's
legal counsel.
UPHEALTH HOLDINGS: Riva Ridge, 2025 Noteholders Disclose Holdings
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the 2025 Noteholders filed a verified statement in the chapter 11
cases of UpHealth Holdings, Inc., et al.
The 2025 Noteholders are certain unaffiliated beneficial holders
and/or investment advisors or managers of certain holders of the
variable rate convertible senior secured notes due 2025 governed by
an indenture dated as of August 18, 2022, between UpHealth, Inc.
("UpHealth"), certain subsidiary guarantors, and Wilmington Trust,
N.A., as trustee and collateral agent.
The 2025 Notes were issued by UpHealth and guaranteed by various
subsidiaries of UpHealth, including, without limitation, certain of
the Debtors.
The 2025 Noteholders engaged Akin Gump Strauss Hauer & Feld LLP
effective as of September 26, 2023, and Cole Schotz P.C. effective
as of October 20, 2023. Akin's engagement by the 2025 Noteholders
includes work relating to the Chapter 11 Cases, as well as work in
connection with matters outside of these Chapter 11 Cases.
Solely for purposes of transparency, Akin discloses that it
currently represents certain unaffiliated beneficial holders and/or
investment advisors or managers of certain holders of the 2026
Notes. Akin and Cole Schotz do not represent or purport to
represent any other entities in connection with the Chapter 11
Cases or the potential restructuring of UpHealth.
As of Nov. 15, 2023, the 2025 Noteholders and their economic
interests are:
1. Altium Growth Fund, LP
152 West 57th Street, Fl 20
New York, NY 10019
* $3,757,000 of the 2025 Notes
2. CrossingBridge Advisors, LLC and affiliates
427 Bedford Road,
Pleasantville, NY 10570
* $1,500,000 of the 2025 Notes
3. Harbert Fund Advisors, Inc.
2100 Third Avenue North, Suite 600
Birmingham, AL 35203
* $4,384,000 of the 2025 Notes
4. Lynrock Lake Master Fund LP c/o Lynrock Lake LP
2 International Drive, Ste 130
Rye Brook, NY 10573
* $17,535,000 of the 2025 Notes
5. Riva Ridge Capital Management LP
55 Fifth Avenue, Fl 18
New York, NY 10003
* $20,565,000 of the 2025 Notes
Counsel to Certain 2025 Noteholders:
COLE SCHOTZ P.C.
Justin R. Alberto, Esq.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
Email: jalberto@coleschotz.com
- and -
AKIN GUMP STRAUSS HAUER & FELD LLP
Arik Preis, Esq.
Anna Kordas, Esq.
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
Email: apreis@akingump.com
akordas@akingump.com
About UpHealth Holdings
UpHealth Holdings Inc. is a global digital health company
delivering technology platforms, infrastructure and services to
modernize care delivery and health management.
UpHealth Holdings sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19,
2023. In the petition filed by Samuel J. Meckey, as chief
executive officer, the Debtor reports estimated assets and
liabilities between $100 million and $500 million each.
Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtor's
counsel.
VI ACQUISITION: Co-Receivers to Auction Tax Assets
--------------------------------------------------
The Court of Chancery for the State of Delaware appointed William
Kaye and Robert S. Brady, Esq., as the co-receivers for VI
Acquisition Corp, and authorized the co-receivers to auction
potential tax assets that the Company may possess and assist in
collection of any such tax assets, at the behest of Investment
Recovery Group.
Parties interested in bidding in cash on the tax assets should
submit bids in writing by email, on or before Dec. 17, 2023, to:
(a) the co-receivers, William Kaye at billkaye@jllconsultants.com,
and Robert Brady at rbrady@ycst.com, and (b) counsel to the
co-receivers, Young Conaway Stargatt & Taylor LLP, Attn: Jared
Kochenash at jkochenash@ycst.com.
Upon determining the highest or best bid that demonstrates an
ability to close, the co-receivers and the winning bidder shall
submit such bid and a proposed asset purchase agreement to the
Court for approval within 5 business days. If only one bid is
submitted by the bid deadline, the co-receivers shall submit bid
and a proposed asset purchase agreement to the Court for approval
within 5 business days.
VOYAGER AVIATION: Can't Escape Default Interest, MUFG Lenders Say
-----------------------------------------------------------------
A provider of an $80 million aircraft loan to Voyager Aviation
asked a New York bankruptcy judge to reject a portion of Voyager's
Chapter 11 plan that would allow the airplane leasing company to
escape paying default interest on the loan.
Airbus Bank GmbH and MUFG Bank, Ltd., Singapore Branch. filed a
limited objection and reservation of rights as to the Second
Amended Joint Chapter 11 Plan of Voyager Aviation Holdings, LLC et
al., filed on October 9, 2023.
The MUFG MSN 1432 Lenders do not object to the confirmation of the
Plan, particularly as it provides for the payment in full of their
secured claims against the Debtors. However, a dispute has arisen
with the Debtors on what "payment in full" means with respect to
the MUFG MSN 1432 Lenders and other secured lenders with liens on
the various aircraft being sold to Azorra under the Sale Order and
Plan -- classified as Class 3a claims under the Plan (Aircraft
Financing Facility Claims against Aircraft Selling Debtors).
Specifically, the Debtors are disputing that post-petition default
interest is owed on the MUFG MSN 1432 Lenders' claims, despite the
fact that the Debtors have admitted -- in the bankruptcy schedules
filed by the borrowing Debtor (A330 MSN 1432 Limited (the "MUFG MSN
1432 Borrower")) -- that these claims are over-secured by at least
$8.6 million (the difference between the aircraft value of
approximately $38.2 million and the Lenders' secured debt of
approximately $29.6 million). Compared to this collateral cushion,
the Lenders' claim for default interest is de minimis
(approximately $164,000).
But the Debtors are nonetheless apparently trying to route this
amount to other creditors under the Plan. To accomplish this, the
Debtors are apparently attempting to create the illusion that the
MUFG MSN 1432 Borrower is insolvent by filing, just last week --
i.e., after the October 26 bar date -- amended bankruptcy schedules
that for the first time list alleged unsecured debt owed to a
non-Debtor affiliate (Intrepid Aviation Luxembourg S.à r.l.
("IALS").
The MUFG MSN 1432 Lenders assert that the Court should reject the
Debtors' attempt to manufacture the MUFG MSN 1432 Borrower's
insolvency and create a new, solitary unsecured creditor on the eve
of Plan confirmation -- apparently for the sole purpose of
channeling additional consideration to an equity holder: i.e.,
VAMI, the immediate holding company of IALS, which would then
presumably make that cash available as an "Other Asset," which the
Plan defines as part of the "Remaining Distributable Assets" to be
paid to other creditors, principally Class 4 (Secured Notes
Claims). In other words, the Debtors' fight over default interest
payable by the borrower here (the MUFG MSN 1432 Borrower) appears
to be solely for the benefit of creditors at the VAMI "holdco"
level -- i.e., at the equity level, as VAMI is the sole equity
owner of both IALS and the MUFG MSN 1432 Borrower. This appears to
be an attempt to make an equity distribution look like an unsecured
creditor distribution, by trying to route it through IALS instead
of directly to VAMI.
As the case law in this Circuit makes clear, the awarding of
post-petition default interest to an over-secured creditor under
Section 506(b) of the Bankruptcy Code is within the limited
discretion of the Court based on equitable considerations, and the
burden is on the Debtors to rebut the presumption that the MUFG MSN
1432 Lenders are entitled to default interest at their
bargained-for contract rate.
Counsel to Airbus Bank GmbH and MUFG Bank, Ltd., Singapore Branch:
K&L GATES LLP
Robert T. Honeywell
599 Lexington Avenue
New York, New York 10022
Phone: (212) 536-4863
E-mail: Robert.Honeywell@klgates.com
About Voyager Aviation Holdings
Voyager Aviation Holdings, LLC, is a privately held aviation
investment firm and commercial aircraft leasing company. The
Company's main leasing operations are led out of Dublin, Ireland,
and the Company has corporate offices in Stamford, CT. It
currently has a small team of 13 full-time employees split between
Europe and the U.S. As of the Petition Date, the Company owned 18
aircraft, most of which are widebody aircraft and 16 of which are
currently on lease to 7 airline customers.
Voyager Aviation Holdings and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 23-11177) on July 27, 2023. In the petition signed by
Michael Sean Ewing, chief financial officer, Voyager disclosed up
to $10 billion in both assets and liabilities.
Debtors Aetios Aviation Leasing 1 Limited, Aetios Aviation Leasing
2 Limited, Panamera Aviation Leasing XII Designated Activity
Company, and Panamera Aviation Leasing XIII Designated Activity
Company are designated as the "Participation Debtors" in court
filings.
Judge John P. Mastando III oversees the cases.
The Debtors tapped Milbank LLP as counsel, FTI Consulting Inc. as
financial advisor, Greenhill & Co., LLC as investment banker and
financial advisor, Kurtzman Carson Consultants LLC as claims and
noticing agent, KPMG LLP as tax restructuring advisor, and Vedder
Price LLP as special merger and acquisition and aircraft level
financing counsel.
WAYFORTH LLC: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, authorized Wayforth, LLC to use cash collateral
on a final basis in accordance with the budget, through December
21, 2023.
As previously reported by the Troubled Company Reporter, prior to
the Petition Date, the Debtor executed a Promissory Note Purchase
Agreement, dated August 16, 2023, pursuant to which the Debtor made
the following notes:
a. Secured Promissory Note dated August 16, 2023 held by LE
Livible Investments, LLC in the amount of $175,000;
b. Secured Promissory Note dated August 16, 2023 held by HF
Direct Investments Pool, LLC in the amount of $175,000;
c. Secured Promissory Note dated August 31, 2023 held by LE
Livible Investments, LLC in the amount of $430,000; and
d. Secured Promissory Note dated August 31, 2023 held by HF
Direct Investments Pool, LLC in the amount of $430,000.
The court said the Prepetition Secured Parties are entitled to
adequate protection under 11 U.S.C. Sections 361, 363, and 507 to
the extent of any diminution in value of the Prepetition Collateral
during the Chapter 11 case. Adequate protection will include: (i)
first priority senior liens on all unencumbered assets of the
Debtor and second priority junior liens on all encumbered assets of
the Debtor pursuant to 11 U.S.C. Section 361(2) and (ii)
superiority administrative expense claims under 11 U.S.C. Section
507(b).
A copy of the court's order is available at
https://urlcurt.com/u?l=o6bMcg from PacerMonitor.com.
About WayForth, LLC
WayForth, LLC delivers personalized moving and move management
services for life and business in Central Virginia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 23-33000) on September 1,
2023. In the petition signed by Craig Shealy, manager, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Kevin R. Huennekens oversees the case.
Kutak Rock LLP represents the Debtor as legal counsel.
WESTERN URANIUM: Announces Delay in Q3 Form 10-Q Filing
-------------------------------------------------------
Western Uranium & Vanadium 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 has experienced a delay in completing
the information necessary for inclusion in its Form 10-Q, as
certain financial and other information necessary for an accurate
and full completion of the Report could not be provided within the
prescribed time period without unreasonable effort or expense.
The Company expects to file its Form 10-Q Quarterly Report within
the allotted extension period.
About Western Uranium & Vanadium
Western Uranium & Vanadium Corp. is engaged in the business of
exploring, developing, mining and production from its uranium and
vanadium resource properties.
Western Uranium reported a net loss of $713,767 for the year ended
Dec. 31, 2022, compared to a net loss of $2.07 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $33.20
million in total assets, $3.94 million in total liabilities, and
$29.26 million in total shareholders' equity.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has incurred continuing
losses and negative cash flows from operations and is dependent
upon future sources of equity or debt financing in order to fund
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
WESTLAKE SURGICAL: Committee Hires White & Case LLP as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Westlake Surgical,
L.P. d/b/a The Hospital at Westlake Medical Center seeks approval
from the U.S. Bankruptcy Court for the Western District of Texas to
employ White & Case LLP as counsel.
The firm will provide these services:
a. advise the Committee regarding its rights, powers, and
duties under the Bankruptcy Code and in connection with this
Chapter 11 case;
b. assist and advise the Committee in its consultations and
negotiations with the Debtor concerning the administration of this
Chapter 11 case;
c. assist and advise the Committee in its examination,
investigation, and analysis of the acts, conduct, assets,
liabilities, and financial condition of the Debtor, including
without limitation, reviewing, and investigating prepetition
transactions and the operation of the Debtor's business;
d. assist the Committee in the formulation, review, analysis,
and negotiation of any Chapter 11 plan(s) that have been or may be
filed and assist the Committee in the formulation, review,
analysis, and negotiation of the disclosure statement accompanying
any Chapter 11 plan(s);
e. take all necessary action to protect and preserve the
interests of the Committee and creditors holding general unsecured
claims against the Debtor's estate, including (i) the investigation
and possible prosecution of actions enhancing the Debtor's estate,
such as any potential challenges to the scope of the security
interests of the Debtor's prepetition lenders, and (ii) review and
analysis of claims filed against the Debtor's estate;
f. review and analyze motions, applications, orders,
statements of operations, and schedules filed with the Bankruptcy
Court and advise the Committee as to their propriety;
g. prepare on behalf of the Committee all necessary
pleadings, applications, memoranda, orders, reports, and other
papers, in support of positions taken by the Committee;
h. represent the Committee at all court hearings, statutory
meetings of creditors, and other proceedings before this Court;
i. assist the Committee in the review, analysis, and
negotiation of any financing agreements;
j. assist and advise the Committee as to its communications
with its constituents regarding significant matters in this Chapter
11 case, including but not limited to, communications required
under Section 1102(b)(3) of the Bankruptcy Code; and
k. perform such other legal services as required or otherwise
deemed to be in the interests of the Committee in connection with
this Chapter 11 case.
The firm will be paid at these rates:
Partners $1,370 to $2,100 per hour
Counsel $1,310 per hour
Associates $740 to $1,270 per hour
Paraprofessionals $215 to $640 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew E. Linder, Esq., a partner at White & Case 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:
Matthew E. Linder, Esq.
White & Case LLP
111 South Wacker Dr. Suite 5100
Chicago, IL 60606
Tel: (312) 881-5421
Email: mlinder@whitecase.com
About Westlake Surgical, L.P.
d/b/a The Hospital at Westlake Medical Center
The Hospital at Westlake Medical Center is a physician-owned
boutique hospital in Westlake Hills, Texas, a suburb of Austin.
Guided by an unwavering commitment to delivering quality healthcare
services in a comfortable setting, its core service areas include
surgical procedures, outpatient radiology, and a 24/7 emergency
room.
Westlake Surgical, L.P., doing business as The Hospital at Westlake
Medical Center, sought Chapter 11 protection (Bankr. W.D. Texas
Case No. 23-10747) on Sept. 8, 2023.
The Honorable Shad Robinson is the case judge.
The Debtor tapped Hayward PLLC as counsel. Donlin, Recano &
Company, Inc., is the claims agent.
eCapital Healthcare Corp., the DIP lender, is represented by Foley
& Lardner, LLP.
WESTLAKE SURGICAL: Husch Blackwell Represents Multiple Creditors
----------------------------------------------------------------
The law firm Husch Blackwell LLP filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of Westlake Surgical, LP
d/b/a The Hospital at Westlake Medical Center, the firm represents
the following creditors:
1. Curiteva, Inc.
c/o Philip R. Cupero
25127 Will McComb Drive
Tanner, AL 35671
2. MEDHOST Business Services, Inc.
c/o Jay R. Bender
Bradley Arant Boult Cummings LLP
One Federal Place, 1819 Fifth Avenue North
Birmingham, AL 35203-2119
3. Medline Industries, Inc.
c/o Lowenstein Sandler LLP
Attn: Robert Hirsh
1251 Avenue of the Americas
New York, NY 10020
4. RRR Sports LLC d/b/a Biofusion Medical Technologies, LLC
Attn: Rylan Reed
4020 S. Industrial Drive, Suite 135
Austin, TX 78744
5. Hospitalist Concepts Consulting, PLLC d/b/a Internal Med
Solutions
Attn: Sarah Smiley, Administrator
P.O. Box 163441
Austin, TX 78716-3441
The Husch Blackwell Creditors are independent entities and are not
acting in concert to advance their common interests.
Curiteva has an accounts receivables claim and a contingent claim
against the Debtor made subject of an Independent Sales
Representative Agreement.
MEDHOST seeks to prevent the rejection of an executory contract
that it contends is part of a larger, integrated contract. Husch
Blackwell is acting in the capacity of local counsel.
Medline seeks allowance of an administrative claim pursuant to
sections 503(b)(1), 503(b)(9), and 507(a)(2) of the Bankruptcy Code
with respect to goods sold to the Debtor. Husch Blackwell is acting
in the capacity of local counsel.
Biofusion has a general unsecured claim against the Debtor based
upon a final judgment. Husch Blackwell has prepared Biofusion's
proof of claim and is counsel for Biofusion.
Hospitalist is a sub-landlord on a commercial real property lease
that is currently subject to a motion to reject filed by the
Debtor.
Counsel for Curiteva, Medhost & Hospitalists:
HUSCH BLACKWELL LLP
Lynn Hamilton Butler, Esq.
State Bar No. 03527350
111 Congress Avenue, Suite 1400
Austin, Texas 78701
Tel: (512) 479-9758
Fax: (512) 479-1101
Email: lynn.Butler@huschblackwell.com
Local Counsel for Medline:
HUSCH BLACKWELL LLP
Jameson J. Watts, Esq.
State Bar No. 24079552
111 Congress Avenue, Suite 1400
Austin, Texas 78701
Tel: (512) 472-1179
Fax: (512) 479-1101
Email: jameson.watts@huschblackwell.com
Counsel for RRR Sports:
HUSCH BLACKWELL LLP
Timothy P. Ribelin, Esq.
111 Congress Avenue, Suite 1400
Austin, Texas 78701
Tel: (512) 472-5456
Fax: (512) 479-1101
Email: tim.ribelin@huschblackwell.com
About Westlake Surgical
The Hospital at Westlake Medical Center is a physician-owned
boutique hospital in Westlake Hills, Texas, a suburb of Austin.
Guided by an unwavering commitment to delivering quality healthcare
services in a comfortable setting, its core service areas include
surgical procedures, outpatient radiology, and a 24/7 emergency
room.
Westlake Surgical, L.P., doing business as The Hospital at Westlake
Medical Center, sought Chapter 11 protection (Bankr. W.D. Texas
Case No. 23-10747) on Sept. 8, 2023.
The Honorable Shad Robinson is the case judge.
The Debtor tapped Hayward PLLC as counsel. Donlin, Recano &
Company, Inc., is the claims agent.
eCapital Healthcare Corp., the DIP lender, is represented by Foley
& Lardner, LLP.
WEWORK INC: Davis Polk & Greenberg Represent the Ad Hoc Group
-------------------------------------------------------------
The law firms Davis Polk & Wardwell LLP and Greenberg Traurig, LLP
filed a verified statement pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure to disclose that in the Chapter 11
cases of WeWork Inc. and its affiliated debtors, the firms
represent the Ad Hoc Group.
Counsel represents only the Ad Hoc Group. Counsel does not
represent or purport to represent any entities other than the Ad
Hoc Group in connection with the Chapter 11 Cases. In addition, the
Ad Hoc Group does not claim or purport to represent any other
entity and undertakes no duties or obligations to any entity.
The Members, collectively, beneficially own (or are the investment
advisors or managers for funds that beneficially own) or manage
approximately (i) $501.29 million in aggregate principal amount of
the notes under the 1L Notes Indenture, (ii) $639.19 million in
aggregate principal amount of the notes under the 2L Notes
Indenture and (iii) 102,870 shares of WeWork Inc. Class A common
stock (with an additional 157,611 shares of WeWork Inc. Class A
common stock held in a short position).
The Ad Hoc Group Members' address and the nature and amount of
disclosable economic interests held in relation to the Debtors
are:
1. Aristeia Capital, L.L.C.
One Greenwich Plaza, Suite 300
Greenwich, CT 06830
* Series I 1L Notes: $19,687,320
* 2L Notes: $21,823,500
2. Certain funds and accounts managed by BlackRock Financial
Management, Inc. or affiliates thereof
50 Hudson Yards
New York, NY 10001
* Series I 1L Notes: $61,044,942
* 2L Notes: $72,601,250
3. Brigade Capital Management, LP
399 Park Avenue, 16th Floor
New York, NY 10022
* Series I 1L Notes: $61,977,471
* 2L Notes: $75,584,000
4. Funds and/or accounts managed or advised by Capital Research
and Management Company or a subsidiary or affiliate thereof
333 S. Hope Street, 55th Floor
Los Angeles, CA 90071
* Series I 1L Notes: $88,599,876
* 2L Notes: $111,135,000
5. King Street Capital Management, L.P.
299 Park Avenue, 40th Floor
New York, NY 10171
* Series I 1L Notes: $195,241,047
* 2L Notes: $244,993,500
6. Sculptor Capital LP, on behalf of certain funds and/or
accounts for which they serve as investment manager or adviser
9 West 57th Street, 39th Floor
* Series I 1L Notes: $42,734,315
* 2L Notes: $53,625,000
7. Silver Point Capital, L.P.
2 Greenwich Plaza, Suite 1
Greenwich, CT 06830
* Series I 1L Notes: $32,000,812
* 2L Notes: $59,427,750
Co-counsel to the Ad Hoc Group:
GREENBERG TRAURIG, LLP
Alan J. Brody, Esq.
500 Campus Drive, Suite 400
Florham Park, New Jersey 07932
Telephone: (973) 360-7900
Email: brodya@gtlaw.com
-and-
DAVIS POLK & WARDWELL LLP
Eli J. Vonnegut, Esq.
Elliot Moskowitz, Esq.
Natasha Tsiouris, Esq.
Jonah A. Peppiatt, Esq.
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Emails: eli.vonnegut@davispolk.com
elliot.moskowitz@davispolk.com
natasha.tsiouris@davispolk.com
jonah.peppiatt@davispolk.com
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: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of WeWork Inc. and its affiliates.
The committee members are:
1. Computershare Trust Company, National Association
Attn: Megan Ford
1505 Energy Drive
St. Paul, MN 55108
Phone: 667-786-1078
2. Beacon Capital Partners, LLC
Attn: Kirsten L. Hoffman
200 State Street, 5th Floor
Boston MA 02109
Phone: 617-457-0400
3. Nuveen Real Estate
Attn: Brian Wallick
730 Third Avenue
New York, NY 10017
Phone: 212-916-4305
4. Carr Properties
Attn: Jackson Prentice
1615 L Street, NW Suite 650
Washington DC 20036
Phone: 703-307-9100
5. Delaware Trust Company
Attn: Michelle A. Dreyer
251 Little Falls Drive
Wilmington, DE 19808
Phone: 302-363-5806
6. Hudson Pacific Properties, Inc.
Attn: Steven Jaffe
11601 Wilshire Boulevard, Suite 900
Los Angeles, CA 90025
Phone: 310-905-3068
7. ABM Industry Groups, LLC
Attn: Scott S. Flynn
One Liberty Plaza, 7th Floor
New York, NY 10006
Phone: 212-497-0608
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About 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.
YELLOW CORP: Jack Cooper Pushes to Cancel Auction
-------------------------------------------------
Steven Church, Amelia Pollard, Jeremy Hill and Ellen Schneider of
Bloomberg News report that trucker trucking company Jack Cooper is
barreling ahead with a long-shot proposal to revive bankrupt cargo
hauler Yellow Corp. that would give lenders less cash than they
would get through a planned liquidation of the company, according
to people familiar with the matter.
According to Bloomberg, in order for Jack Cooper to succeed, it
must either convince Yellow to give up the auction -- set to start
later this month with an all-cash bid of $1.5 billion from rival
trucker Estes Express Lines -- or persuade a judge to delay
Yellow's liquidation plan.
Reuters reported at the end of October that Jack Cooper Transport,
one of the largest U.S. privately owned auto transport companies,
is quietly mounting a long-shot bid to rescue trucking giant Yellow
Corp from bankruptcy liquidation and bring back some 30,000 union
jobs.
The powerful International Brotherhood of Teamsters union and a
bipartisan group of U.S. senators are asking the Biden
Administration to extend the maturity date for $700 million in
COVID pandemic loans given to Yellow Corp by the Trump
administration in 2020, in exchange for the government taking a
stake of nearly 30% in the company.
The loans currently come due in September 2024. Jack Cooper's bid
effort hinges largely on whether Treasury extends the payback
period to 2026, allowing Jack Cooper to offer more favorable terms
for Yellow, because it would not have to pay the loan back right
away, according to Reuters.
"By extending the maturity date of this loan, the interested
parties would have the financing for their bid, and retain
thousands of high-quality, jobs," an Oct. 19 letter from Sen. Roger
Marshall, R-Kan., stated.
Yellow ceased operations in late July and has terminated most of
its employees, including 22,000 Teamsters. The company has no
revenue-generating operations currently and its assets are set to
be auctioned off soon.
In 1928, Jack Cooper founded a carrier for General Motors in Kansas
City, Missouri. Since then, Jack Cooper Holdings grew to include
several businesses and a full range of automotive transportation
and logistics services spanning the United States, Mexico, and
Canada. It has one of the largest fleets of finished vehicle
carriers in North America.
Nov. 28 Auction
Pursuant to the Bidding Procedures Order entered by the Court, the
(i) Bid Deadline for the Debtors' Assets constituting Non-Rolling
Stock Assets (i.e., Real Property Assets, Intellectual Property,
and Other Assets) was scheduled for Nov. 9, 2023, (ii) an Auction,
if any, for such Assets was scheduled to commence on Nov. 28, 2023,
and (iii) a Sale Hearing as to Winning Bid(s) (and/or Back-Up
Bid(s), as applicable) for such Assets was scheduled to take place
on Dec. 12, 2023. But according to a Nov. 8 notice, each of the
Bid Deadline, the Auction, and the Sale Hearing for Intellectual
Property and Other Assets have been rescheduled to "a date and
time to be determined."
The Bid Deadline for Real Property Assets (Nov. 9, 2023 at 5:00
p.m. (ET)), the commencement of the Auction for Real Property
Assets (November 28, 2023 at 9:00 a.m. (ET)), and the Sale Hearing
as to Winning Bid(s) (and/or Back-Up Bid(s), as applicable) for
Real Property Assets remain as scheduled under the Bidding
Procedures Order.
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.
ZAIRY ATS: Wins Interim Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Wilmington Division, authorized Zairy ATS, LLC to use
cash collateral on an interim basis, in accordance with the
budget.
The Debtor requires the use of cash collateral to pay operating
expenses, including lease payments, inventory purchases, insurance,
utilities and payroll.
The creditors that may assert a security interest in the Debtor's
cash collateral are Grasshopper Bank, White Road Capital dba GFE
Holdings, and Ameris Bank dba Balboa Capital.
As adequate protection, the Creditors are granted a post-Petition
lien on the types of assets, if any, in which the Creditors did not
possess a valid, perfected, enforceable, and otherwise
non-avoidable prePetition lien(s). The post-Petition liens and
security interests provided will survive the term of the Order to
the extent that the pre-Petition liens were valid, perfected,
enforceable, and non-avoidable as of the Petition Date.
A final hearing on the matter is set for December 13 at 1 p.m.
A copy of the order is available at https://urlcurt.com/u?l=wVtmMq
from PacerMonitor.com.
About Zairy ATS, LLC
Zairy ATS, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-03270-5-PWM) on
November 9, 2023. In the petition signed by Rachel Sara McGhinnis,
member, the Debtor disclosed up to $100,000 in assets and up to $1
million in liabilities.
Judge Pamela W. McAfee oversees the case.
George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC, represents the Debtor as legal counsel.
ZARYA INTERMEDIATE: Goldman Sachs Marks $7.9MM Loan at 58% Off
--------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $7,987,000 loan extended to
Zarya Intermediate, LLC (dba iOFFICE) to market at $3,343,000 or
42% of the outstanding amount, as of September 30, 2023, according
to Goldman Sachs's Form 10-Q for the Quarterly period ended,
September 30, 2023, filed with the Securities and Exchange
Commission on November 7, 2023.
Goldman Sachs BDC, Inc is a participant in a Second Lien Senior
Secured Debt to Zarya Intermediate, LLC (dba iOFFICE). The loan
accrues interest at a rate of 11.91% (S+6.50%) per annum. The loan
matures on July 1, 2027.
Goldman Sachs BDC said the loan has non-accrual status and
classified the loan as a non-income producing security.
Goldman Sachs BDC, Inc. was initially established as Goldman Sachs
Liberty Harbor Capital, LLC, a single member Delaware limited
liability company, on September 26, 2012 and commenced operations
on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole
member. On March 29, 2013, the Company elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended. Effective April 1, 2013, the Company converted
from a SMLLC to a Delaware corporation.
In addition, the Company has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended, commencing with its taxable year ended
December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware
limited partnership and an affiliate of Goldman Sachs & Co. LLC, is
the investment adviser of the Company.
Zarya Intermediate, LLC (dba iOFFICE) is in the Real Estate
Management & Development Industry.
ZODIAC INTERMEDIATE: Goldman Sachs Marks $50.2MM Loan at 39% Off
----------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $50,230,000 loan extended to
Zodiac Intermediate, LLC (dba Zipari) to market at $30,540,000 or
61% of the outstanding amount, as of September 30, 2023, according
to Goldman Sachs's Form 10-Q for the Quarterly period ended,
September 30, 2023, filed with the Securities and Exchange
Commission on November 7, 2023.
Goldman Sachs BDC, Inc is a participant in a First Lien Senior
Secured Debt (S+8%) to Zodiac Intermediate, LLC (dba Zipari). The
loan matures on July 2, 2027.
Goldman Sachs BDC said the loan is a non-income producing security
and classified the loan as having non-accrual status.
The loan is subject to Chapter 7 bankruptcy process filed by IHS
Intermediate Inc. (dba Interactive Health Solutions).
Goldman Sachs BDC, Inc. was initially established as Goldman Sachs
Liberty Harbor Capital, LLC, a single member Delaware limited
liability company, on September 26, 2012 and commenced operations
on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole
member. On March 29, 2013, the Company elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended. Effective April 1, 2013, the Company converted
from a SMLLC to a Delaware corporation.
In addition, the Company has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended, commencing with its taxable year ended
December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware
limited partnership and an affiliate of Goldman Sachs & Co. LLC, is
the investment adviser of the Company.
Zodiac Intermediate, LLC, does business as Zipari, a customer
experience platform developed specifically for health insurance.
The customer experience platform provides deep analytics and
real-time recommendations to optimize the consumer experience and
improve customer satisfaction in the healthcare industry.
ZODIAC INTERMEDIATE: Goldman Sachs Marks $7.5MM Loan at 39% Off
---------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $7,500,000 loan extended to
Zodiac Intermediate, LLC (dba Zipari) to market at $4,560,000 or
61% of the outstanding amount, as of September 30, 2023, according
to Goldman Sachs's Form 10-Q for the Quarterly period ended,
September 30, 2023, filed with the Securities and Exchange
Commission on November 7, 2023.
Goldman Sachs BDC is a participant in a First Lien Senior Secured
Debt (S+8%) to Zodiac Intermediate, LLC (dba Zipari). The loan
matures on December 22, 2025.
Goldman Sachs BDC said the loan has non-accrual status and
classified it as non-income producing security.
The loan is subject to Chapter 7 bankruptcy process filed by IHS
Intermediate Inc. (dba Interactive Health Solutions).
Goldman Sachs BDC, Inc. was initially established as Goldman Sachs
Liberty Harbor Capital, LLC, a single member Delaware limited
liability company, on September 26, 2012 and commenced operations
on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole
member. On March 29, 2013, the Company elected to be regulated as a
business development company under the Investment Company Act of
1940, as amended. Effective April 1, 2013, the Company converted
from a SMLLC to a Delaware corporation.
In addition, the Company has elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended, commencing with its taxable year ended
December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware
limited partnership and an affiliate of Goldman Sachs & Co. LLC, is
the investment adviser of the Company.
Zodiac Intermediate, LLC, does business as Zipari, a customer
experience platform developed specifically for health insurance.
The customer experience platform provides deep analytics and
real-time recommendations to optimize the consumer experience and
improve customer satisfaction in the healthcare industry.
[] Weil, Gotshal & Manges Elects 16 New Partners
------------------------------------------------
International law firm Weil, Gotshal & Manges LLP on Nov. 21
disclosed that it has elected 16 new partners, effective January 1,
2024.
"We're proud to call these outstanding lawyers our partners," said
Weil Executive Partner Barry Wolf. "Each is a brilliant
practitioner with an exceptional record of client service.
Together, they reflect our intentional focus on expanding our
pipeline of diverse talent. It's a pleasure to welcome them to the
partnership."
The new partners are based in the Firm's Boston, Houston, London,
Miami, New York, Silicon Valley, and Washington, D.C. offices. This
is the sixth consecutive year that at least 45 percent of Weil's
newly promoted partners in the U.S. are women, racially and
ethnically diverse, and/or LGBTQ+. Additionally, 11 of 16 members
of this year's global class identify as members of those
historically underrepresented groups.
Weil also announced its newly appointed counsel classwhich
includes 38 individuals from all of the Firm's four departments who
are based across offices in the United States and Europe.
The new partners are:
-- Peter Boulle: Private Funds (London)
-- Clifford W. Carlson: Restructuring (Houston)
-- Justina Chen: Banking & Finance (Silicon Valley)
-- Alex Eagle: Banking & Finance (London)
-- Michael D. Messina: Private Equity (Boston)
-- Matthew D. Morton: Regulatory Transactions Group (Washington,
D.C.)
-- Naomi Munz: Mergers & Acquisitions (New York)
-- Robert B. Niles-Weed: Complex Commercial Litigation/Appeals
and Strategic Counseling (New York)
-- Pravin R. Patel: Complex Commercial Litigation (Miami)
-- Neil Rigby: Antitrust (London)
-- Nafees Saeed: Antitrust (London)
-- Kristin Sanford: Antitrust (Washington, D.C.)
-- Rebecca Sivitz: Employment (Boston and New York)
-- Stefania D. Venezia: Securities Litigation (New York)
-- Martin Weatherston-Wilson: Private Equity/M&A (London)
-- Emily E. Willey: Private Equity (Boston)
About Weil
Founded in 1931, Weil, Gotshal & Manges LLP has been a preeminent
provider of legal services for more than 90 years. With
approximately 1,100 lawyers in offices on three continents, Weil
has been a pioneer in establishing a geographic footprint that has
allowed the Firm to partner with clients wherever they do business.
The Firm's four departments, Corporate, Litigation, Restructuring,
and Tax, Executive Compensation & Benefits, and more than two dozen
practice groups are consistently recognized as leaders in their
respective fields.
*********
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 ***