/raid1/www/Hosts/bankrupt/TCR_Public/231127.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, November 27, 2023, Vol. 27, No. 330
Headlines
129 N. WALNUT: Basis Says Reinstating Loan Not Possible
217 NORTH WASHINGTON: Unsecureds Will Get 67% Over 120 Months
2ND CHANCE: Updates Unsecured Claims Pay; Plan Hearing Feb. 8, 2024
3OE SCIENTIFIC: Judy Weiker of Manewitz Named Subchapter V Trustee
AMERICANAS SA: Bondholders Move Judicial Recovery Decision Dec. 4
AMERIFIRST: Asks Court to Delay Final Bankruptcy Funding Package
AMYRIS INC: Woos Bidders for Consumer Products Brands,Plans Auction
ANAGRAM HOLDINGS: Chapter 11 Auction Process Gets Court Okay
APPS INC: George Purtill Named Subchapter V Trustee
ARDELYX INC: Geoffrey Block M.D. Quits as Director
ART OF GRANITE: Aaron Cohen Named Subchapter V Trustee
ATHENEX INC: Exclusivity Period Extended to December 11
ATLAS PURCHASER: $610MM Bank Debt Trades at 40% Discount
AULT ALLIANCE: Files Series C Stock Certificate of Designation
AVAYA HOLDINGS: Fitch Assigns 'CCC+' LongTerm IDRs
BAUSCH HEALTH: $2.50BB Bank Debt Trades at 25% Discount
BERGIO INTERNATIONAL: Incurs $496K Net Loss in Third Quarter
BIG TEDDY: Joseph Schwartz of Riker Named Subchapter V Trustee
BOY SCOUTS: Judge Wants Legal Basis to Redo Abuse Victims Votes
BRIDGE COMMUNICATIONS: Exclusivity Period Extended to January 23
C.W. KELLER: Creditors to Get Proceeds From Liquidation
CANOO INC: To Receive $21.3M Advance From Yorkville Under PPA
CAPITAL G INVESTMENTS: Property Sale Proceeds to Fund Plan
CELSIUS NETWORK: To Focus on Bitcoin Mining After Chapter 11
CENTER FOR ALTERNATIVE: Unsecureds to Split $39K in Consensual Plan
CENTER FOR ORTHOPEDIC: Goldman Sachs Marks $2.1MM Loan at 18% Off
CENTRAL OKLAHOMA: Fine-Tunes Plan Documents
CENTURY BUILDERS: Seeks to Extend Plan Exclusivity to May 27, 2024
CONTOUR PROPCO: Seeks to Extend Plan Exclusivity to Jan. 18, 2024
CONVERGEONE HOLDINGS: $275MM Bank Debt Trades at 76% Discount
CORE SCIENTIFIC: Amends Secured Mortgage & Other Secured Claims
CORE SCIENTIFIC: Disclosures & Plan Hearing Set for Dec. 22
CYTODYN INC: Appoints Jacob Lalezari as Interim CEO
CYXTERA TECHNOLOGIES: Exclusivity Period Extended to Jan. 30, 2024
D&S ENTERPRISES: Holly Miller of Gellert Named Subchapter V Trustee
DFS HOLDING: Goldman Sachs MML Marks $867,000 Loan at 67% Off
DIOCESE OF ALBANY: Will Mediate Chapter 11 Abuse Claims Liability
DIOCESE OF CAMDEN: Says Modified Plan Already Confirmable
EAST WIND SNACK: Salvatore LaMonica Named Subchapter V Trustee
ECUO REAL: Charles Persing of Bederson Named Subchapter V Trustee
EMERGENT BIOSOLUTIONS: Finds Errors in 2022 Annual Report
ENDO INTERNATIONAL: Lenders Offer DOJ, IRS $465M to Push Sale
EVANGELICAL RETIREMENT: Unsecureds to Get 0% in Liquidating Plan
FARRAND ST. ASSOCIATES: Unsecureds Will Get 100% Dividend in Plan
FLUID CONSTRUCTION: Unsecureds to Split $18K in Consensual Plan
FREE SPEECH: Alex Jones and Creditors Submit Rival Chapter 11 Plans
GAI VAPE: Fine-Tunes Plan Documents
GREATER FELLOWSHIP: Unsecureds Will Get 9.92% over 60 Months
GREENIDGE GENERATION: Jordan Kovler Appointed CEO
GROM SOCIAL: Inks First Amendment to Generating Alpha SPA
GUARDIAN FUND: Exclusivity Period Extended to December 7
HALO BRANDED: Goldman Sachs Marks $6.2MM Loan at 25% Off
HONOR HN: Goldman Sachs Marks $2.8MM Loan at 90% Off
HONOR HN: Goldman Sachs Marks $9.9MM Loan at 60% Off
ICIMS INC: 87% Markdown for $4.1MM Goldman Sachs Loan
INFINERA CORP: Receives Nasdaq Notice Regarding Late Form 10-Q
INT'L LONGSHORE: Plan Faces Challenges from Creditor
INTELLIGENT MEDICAL: 76% Markdown for Goldman Sachs' $2.9MM Loan
INTELLIGENT MEDICAL: Goldman Sachs Marks $1.4MM Loan at 87% Off
J&P FLASH: Craig Geno Named Successor Subchapter V Trustee
JRGC LLC: Michael Markham Named Subchapter V Trustee
JUSTICE SAND: Unsecureds Will Get 7% of Claims over 5 Years
KASEYA INC: 95% Markdown for $350,000 Goldman Sachs MML Loan
KASEYA INC: Goldman Sachs Marks $1.1MM Loan at 76% Off
KASEYA INC: Goldman Sachs MML Marks $351,000 Loan at 76% Off
KOMBU KITCHEN: Mark Sharf Named Subchapter V Trustee
LANDWAVE HOLDINGS: Neema Varghese Named Subchapter V Trustee
LEGENDS HOSPITALITY: Fitch Puts 'B-' LongTerm IDR on Watch Negative
LIGHT & WONDER: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
LIVINGSTON TOWNSHIP: Craig Geno Named Subchapter V Trustee
LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 38% Discount
LUMEN TECHNOLOGIES: Begins Debt Talks With Lenders Amid Group Split
MAGENTA BUYER: $750MM Bank Debt Trades at 64% Discount
MARKET SHARE: George Purtill Named Subchapter V Trustee
MAV BEAUTY: Seeks CCAA Protection to Commence Sale
MBMK PROPERTY: Property Sale Proceeds to Fund Plan
MEDEANALYTICS INC: Goldman Sachs Marks $218,000 Loan at 35% Off
MERCHANT WISE: Goldman Sachs MML Marks $1.7MM Loan at 18% Off
MERCHANTWISE SOLUTIONS: 90% Markdown for $2.7MM Goldman Sachs Loan
MEZCLA ONE: Files Amendment to Disclosure Statement
MILLSTONES MEDICAL: 87% Markdown for $2.2MM Goldman Sachs Loan
MINIM INC: Receives Notice From Nasdaq on Late Filing of Form 10-Q
MLN US HOLDCO: $576MM Bank Debt Trades at 77% Discount
MOUNTAINEER BRAND: Continued Operations to Fund Plan
MPI ENGINEERED: Goldman Sachs Marks $17.7MM Loan at 29% Off
OCEAN POWER: Matthew Burdyny Appointed as CCO
ORBITAL INFRASTRUCTURE: Unsecureds to Recover 6% to 8.3% in Plan
OUTPUT SERVICES: 81% Markdown for $3.8MM Goldman Sachs Loan
PACIFIC POURHOUSE: Unsecured Creditors to Split $30K in Plan
PDDS HOLDCO: Goldman Sachs Marks $8MM Loan at 49% Off
PDDS HOLDCO: Goldman Sachs MML Marks $2.5MM Loan at 50% Off
PERSIAN BROADCAST: Unsecureds Will Get 13% of Claims in 36 Months
PG&E CORP: Top Calif. Court Restrains Induced Blackout Liability
PHUNWARE INC: Terminates Chief Operating Officer
PLURALSIGHT INC: Goldman Sachs Marks $5.1MM Loan at 41% Off
POWER SOLUTIONS: Secured Party Sets Dec. 12 Auction
QUEST SOFTWARE: $765MM Bank Debt Trades at 37% Discount
QURATE RETAIL: Declares Quarterly Dividend on 8.0% Series A Shares
RATHER OUTDOORS: $365MM Bank Debt Trades at 28% Discount
RECORDED BOOKS: Goldman Sachs Marks $749,000 Loan at 46% Off
REDSTONE HOLDCO: $1.11BB Bank Debt Trades at 22% Discount
REVITALID PHARMACEUTICAL: Chapter 11 Equity Swap Plan Okayed
RITE AID CORP: Stark & Stark Files Rule 2019 Statement
RITE AID CORP: Tort Claimants Committee Files Rule 2019 Statement
RITE AID: Closes Telegraph Road & Downtown Locations
RIVERPOINT MEDICAL: 90% Markdown for $4MM Goldman Sachs Loan
RUBRIK INC: 91% Markdown for $1.5MM Goldman Sachs MML Loan
SAEXPLORATION HOLDINGS: Ex-CEO to Return $442K to End SEC Suit
SAN TAN AIR: Class 4 Unsecureds Will Get 100% over 3 Years
SIGNATURE BANK: Blackstone Is Top Bidder for Property-Loan Sale
SMARSH INC: Goldman Sachs Marks $6.6MM Loan at 51% Off
SONAVATION INC: Exclusivity Period Extended to December 18
SOUTHEAST MECHANICAL: Goldman Sachs Marks $7.4MM Loan at 81% Off
SPENDMEND LLC: Goldman Sachs MML Marks $1.5MM Loan at 60% Off
SPENDMEND LLC: Goldman Sachs MML Marks $456,000 Loan at 62% Off
STEELFUSION CLINICAL: Hits Chapter 11 Bankruptcy for 2nd Time
SUMMIT MIDSTREAM: Fitch Rates Sr. Unsecured Notes 'CCC'
SUPERIOR ENVIRONMENT: Goldman Sachs MML Marks Loan at 73% Off
SUPERIOR ENVIRONMENTAL: Goldman Sachs Marks Loan at 72% Off
THRASIO LLC: $325MM Bank Debt Trades at 44% Discount
TRADER CORP: Goldman Sachs Marks C$315,000 Loan at 28% Off
TROIKA MEDIA: Inks Sixth Amendment to Second A&R Limited Waiver
TROIKA MEDIA: Receives Delinquency Letter From Nasdaq
TUPPERWARE BRANDS: Reappoints Karen Sheehan as Executive VP
UBO-TECHNOLOGIES: Unsecureds Will Get 3.96% via Quarterly Payments
USN OPCO: Goldman Sachs Marks $3MM Loan at 35% Off
VERITAS US: EUR748MM Bank Debt Trades at 23% Discount
VTV THERAPEUTICS: Effects 1-for-40 Reverse Common Stock Split
WEBPT INC: Goldman Sachs Marks $2.6MM Loan at 24% Off
WEBPT INC: Goldman Sachs MML Marks $278,000 Loan at 24% Off
WEBPT INC: Goldman Sachs MML Marks $278,000 Loan at 85% Off
WESTJET AIRLINES: Moody's Ups CFR to B2 & 1st Lien Term Loan to B1
WEWORK INC: Files Supplemental Disclosures With SEC
WW INTERNATIONAL: $945MM Bank Debt Trades at 31% Discount
XPLORNET COMMS: $200MM Bank Debt Trades at 69% Discount
XPLORNET COMMS: $995MM Bank Debt Trades at 36% Discount
YAK TIMBER: Unsecureds to Recover Up to 10% of Claims in Plan
YELLOW CORP: Three Teamsters Locals Want Out of Delayed Suit
ZARYA INTERMEDIATE: GS MML Marks $938,000 Loan at 58% Off
ZHALILOV INC: Unsecureds Will Get 22% of Claims over 48 Months
[] Invictus Sues Top Investor Gatewood Over Firing
[^] BOND PRICING: For the Week from November 20 to 24, 2023
*********
129 N. WALNUT: Basis Says Reinstating Loan Not Possible
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Basis Multifamily Finance I, LLC, filed an objection to the 129 N.
Walnut Street LLC's Disclosure Statement for Second Amended Plan.
On November 19, 2021, Basis made a loan to the Debtor in the
original principal amount of $4,320,000.00 (the "Loan").
The Plan proposes to reinstate Basis' loan, which is not possible,
because the parties cannot be returned to their original bargain
under the pre-default status of the loan as required by 11 U.S.C.
Sec. 1124(2). Even assuming, arguendo, the Debtor could reinstate
the Basis loan, the damages that Basis is entitled to under 11
U.S.C. s 1124(2)(C) and (D) must be determined before the Plan is
confirmed, because the amount of such damages (which is the subject
of dispute in this case, and the parties allege vastly different
damages amounts) is directly related to the Plan's feasibility. If
the Court determines that Basis' damages are greater than the
Debtor can pay, the Plan would not be "feasible" and, therefore,
not confirmable as a matter of law. Finally, the Disclosure
Statement lacks the statutorily required "adequate information" and
should be revised if it is to be approved at all.
Basis points out that the cornerstone of the Plan is the proposed
reinstatement of the Loan Agreements. However, reinstatement is
not permissible under 11 U.S.C. Sec. 1124(2) because Basis has been
forced to repurchase the Loan from Freddie Mac and it is therefore
not possible "unscramble the egg" and restore the parties to their
pre-default positions
Basis further points out that the Disclosure Statement contains no
information regarding the proposed timing or process for
determining the Estimated 1124 Amount. This is problematic. The
amount required to reinstate the Basis Loan Agreements must be
determined before the Court confirms the Plan. The Debtor
"estimates" that it will only need to pay $150,000 to reinstate the
Basis Loan Agreements. However, that is a legal determination for
the Court to make and it will not be possible to determine if the
Plan is feasible, as required by 11 U.S.C. Sec. 1129(a)(11),
without first determining how much the Debtor must pay Basis to
reinstate the Basis Loan Agreements.
Basis asserts that the Debtor has claimed to have no knowledge of
the NYCB Mortgage before purchasing the Property. However,
discovery has revealed that Rosenbaum (the Debtor's principal), is
the brother-in-law of Samuel "Benci" Goldberger ("Benci
Goldberger"), a convicted money launderer who had a financial
interest in the Property and who indisputably knew about the NYCB
Mortgage at the time of the sale.
Counsel to Basis Multifamily Finance I, LLC:
S. Jason Teele, Esq.
Gregory A. Kopacz, Esq.
SILLS CUMMIS & GROSS P.C.
One Riverfront Plaza
Newark, NJ 07102
Tel: (973) 643-7000
Fax: (973) 643-6500
E-mail: steele@sillscummis.com
gkopacz@sillscummmis.com
About 129 N Walnut Street
129 N Walnut Street LLC owns a 41-unit apartment building in 129 N
Walnut Street in East Orange, N.J. 129 N Walnut Street LLC sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 22-42104) on Sept. 2, 2022. In the petition
signed by Samuel Rosenbaum, its managing member, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
The Law Offices of Isaac Nutovic is the Debtor's counsel.
217 NORTH WASHINGTON: Unsecureds Will Get 67% Over 120 Months
-------------------------------------------------------------
217 North Washington Street LLC filed with the U.S. Bankruptcy
Court for the Northern District of New York a Disclosure Statement
describing Plan of Reorganization.
The Debtor is a Limited Liability Company formed in 2017. Since
formation, the Debtor has been in the business of property
management of its single asset, 217 North Washington Street,
Herkimer, New York (hereinafter, the "Real Estate").
At the time of purchase, the Real Property was in significant
disrepair. Debtor's intention at the time of purchase was to
rehabilitate the Real Property in order to eventually create
usable, commercial space for a variety of purposes, including,
establishing a visual arts school in Central New York.
Rich Mills is the sole-proprietor and principal. After the
effective date of the order confirming the Plan, the directors,
officers, and voting trustees of the Debtor, any affiliate of the
Debtor participating in a joint Plan with the Debtor, or successor
of the Debtor under the will be Rich Mills.
Due to multiple factors, including the COVID-19 Pandemic, Debtor's
plans to rehabilitate the Real Property were delayed. Ultimately,
the Debtor sought bankruptcy protection on July 14, 2023 in order
to avoid an in rem tax foreclosure commenced by Herkimer County for
past due real property taxes owed on the Real Property.
General unsecured creditors are classified in Class 3, and will
receive a distribution of 67% of their allowed claims, to be
distributed 120 equal monthly installments.
The Debtor's secured prepetition claims include Herkimer County
Real Property Tax Arrears in the amount of $70,949 to be paid back
in equal installments over a 120-month period.
General Unsecured Claims consists of the claim of the New York
State in the amount of $26,932.
The Debtor shall implement its plan through member contributions by
its sole and managing member, Rich Mills.
The Plan Proponent's financial projections show that the Debtor
will have an aggregate annual average cash flow, after paying
operating expenses and post-confirmation taxes, of $18000.00/year.
The final Plan payment is expected to be paid on December 1, 2032.
A full-text copy of the Disclosure Statement dated November 14,
2023 is available at https://urlcurt.com/u?l=fnAGv6 from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Michael L. Boyle, Esq.
BOYLE LEGAL, LLC
64 2nd Street
Troy, NY 12180
Telephone: (518) 407-3121
Email: mike@boylebankruptcy.com
About 217 North Washington Street
217 North Washington Street LLC is a Limited Liability Company
formed in 2017. Since formation, the Debtor has been in the
business of property management of its single asset, 217 North
Washington Street, Herkimer, New York (hereinafter, the "Real
Estate").
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60503) on July 14,
2023, listing $100,001 to $500,000 in both assets and liabilities.
Michael Leo Boyle, Esq., at Boyle Legal, LLC, is the Debtor's
counsel.
2ND CHANCE: Updates Unsecured Claims Pay; Plan Hearing Feb. 8, 2024
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2nd Chance Investment Group, LLC, submitted a Disclosure Statement
describing its First Amended Chapter 11 Liquidating Plan as
Modified dated November 14, 2023.
This Plan is a liquidating plan that creates a liquidating trust
(the "Liquidating Trust") for the benefit of creditors.
The Plan contemplates a distribution to creditors of the Debtor
based upon cash generated from (1) the sale of all the Debtor's
assets; and (2) the resolution, settlement, or liquidation of
claims; and 3) the potential claims of the Debtor against various
parties.
Class 4 consists of General Unsecured Claims. General Unsecured
Claims have been estimated at $10,824,685.55. Claims 2, 3, 4, 5, 9,
10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23,25, 26, 27,
28, 29, 30, 31, 32, 33, 34, 35 ,36, 37, 38, 39, 40, 41, 42, 43, 44,
45, 47, 49, 52, 53, and 54 are included in this class. The exact
amount of Class 4 Allowed Claims will not be known until the claims
process has been completed.
Each holder of an allowed Class 4 claim will receive a pro rata
share of the unencumbered cash still in the Liquidating Trust after
the payment of all other Allowed Claims such as administrative
claims (including the fees and costs of the Liquidating Trust), and
all allowed priority claims, which are not classified, including
priority tax claims. The Debtor projects that General Unsecured
Claims will be paid in 2023-2026 from funds received the sale of
real property and assets of the bankruptcy estate and litigation
proceeds.
Class 5 consists of Disputed, Contingent, and Unliquidated Claims.
Parties in Class 5 shall be enjoined from demanding, pursuing, or
obtaining payment from the Debtor on their alleged debt for a
period of sixty-two months following the Effective Date,
conditioned upon the Debtor making payments as required under the
terms of the Chapter 11 plan. This injunction ensures that Debtor
can perform under the terms of the Chapter 11 plan in funding sixty
months of payments for the benefit of the allowed claims belonging
to secured and unsecured creditors in this case, without having to
defend against claims that were not filed in the Debtor's
bankruptcy case.
On the Effective Date, a Liquidating Trust Agreement in a form
approved by the Bankruptcy Court at the Plan Confirmation Hearing
shall be executed, and all other necessary steps shall be taken to
establish a Liquidating Trust and the beneficial interests therein,
which shall be for the benefit of all creditors entitled to receive
distributions under the Plan from the Liquidating Trust.
The Liquidating Trust simplifies the Debtor's liquidation efforts
and maximizes a return to all creditors. The Committee will retain
the standing conferred on it by the Stipulation, including
postconfirmation. Secured creditors will be paid from the sale of
escrow, and unsecured creditors will be paid consistently with the
terms of Class 4 under the Plan from the proceeds of liquidating
Debtor's real estate and the litigation claims to be pursued by the
Committee and/or the Debtor.
The Liquidating Trust shall be established and maintained for the
purpose set forth in the Liquidating Trust Agreement, including for
the purpose of collecting, distributing, and liquidating all of the
funds and property assigned to the Liquidating Trust, and pursuing
claims and causes of actions assigned to the Liquidating Trust
under this Plan for the benefit of the creditors entitled to
receive distributions under the Plan from the Liquidating Trust
according to the terms of the Liquidating Trust Agreement and the
Plan.
On the Effective Date, all right, title and interest of the Debtor
and the Estate in property and assets of any kind (the "Trust
Property"), shall be, and shall be deemed to be, irrevocably
transferred, absolutely assigned, conveyed, set over and delivered
to the Liquidating Trust, in trust for the benefit of the
beneficiaries of the Liquidating Trust for the uses and purposes
stated herein and in the Liquidating Trust Agreement, free and
clear of any and all liens, claims, encumbrances and interests
(legal, beneficial or otherwise) of all other entities to the
maximum extent contemplated by and permissible under section
1141(c) of the Bankruptcy Code, except as set forth in the Plan
Confirmation Order or this Plan.
The Bankruptcy Court has scheduled February 8, 2024 at the United
States Bankruptcy Court, 411 West Fourth Street, Courtroom 5C –
Virtual, Santa Ana, CA 92701-4593 as Plan Confirmation Hearing.
A full-text copy of the Modified Liquidating Plan dated November
14, 2023 is available at https://urlcurt.com/u?l=GNFEw6 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Andy C. Warshaw, Esq.
FINANCIAL RELIEF LAW CENTER, APC
1200 Main St., Suite C
Irvine, CA 92614
Tel: (714) 442-3319
Fax: (714) 361-5380
E-mail: awarshaw@bwlawcenter.com
About 2ND Chance Investment Group
2ND Chance Investment Group, LLC, owns in fee simple title 13 real
properties located in various locations in California and
Washington having an aggregate value of $7.02 million.
2ND Chance Investment Group sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-12142) on
Dec. 21, 2022. In the petition signed by its managing member,
Rayshon A. Foster, the Debtor disclosed $7,221,261 in assets and
$11,002,949 in liabilities.
Judge Scott C. Clarkson oversees the case.
Amanda G. Billyard, Esq., at Financial Relief Law Center, APC and
Grobstein Teeple, LLP serve as the Debtor's legal counsel and
financial advisor, respectively.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Goe Forsythe & Hodges, LLP.
3OE SCIENTIFIC: Judy Weiker of Manewitz Named Subchapter V Trustee
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The U.S. Trustee for Region 10 appointed Judy Wolf Weiker of
Manewitz Weiker Associates, LLC as Subchapter V trustee for 3OE
Scientific, LLC.
Ms. Weiker will be paid an hourly fee of $375 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Weiker declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Judy Wolf Weiker
Manewitz Weiker Associates, LLC
P.O. Box 40185
Indianapolis, IN 46240
Phone: 973-768-2735
Email: JWWtrustee@manewitzweiker.com
About 3OE Scientific
3OE Scientific, LLC is a manufacturer of medical equipment and
supplies in Carmel, Ind.
3OE Scientific filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-04918) on Nov. 3,
2023. In the petition signed by its chief executive officer, Thomas
F. Foust, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge James M. Carr oversees the case.
Jeffrey M. Hester, Esq., at Hester Baker Krebs, LLC serves as the
Debtor's legal counsel.
AMERICANAS SA: Bondholders Move Judicial Recovery Decision Dec. 4
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Taís Fuoco of Bloomberg News reports that bondholders of the 14th
issuance of Americanas postponed the decision on company's judicial
recovery plan until Dec. 4, 2023. They met this Wednesday,
November 21, 2023, to approve or reject the retailer's judicial
recovery plan. The 100% of bondholders present decided to postpone
this item on the agenda until Dec. 4, 2023, according to the
minutes of the meeting.
About Americanas SA
Americanas was one of the largest diversified retail chains in
Brazil, with a wide platform of physical stores, robust e-commerce,
fintech, and has just entered into the niche food retail. It is
listed on B3, being indirectly controlled by billionaire Jorge
Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles.
The retailer nosedived in January 2023 after becoming mired in an
accounting scandal. The firm filed for bankruptcy at a court in
Rio de Janeiro on Jan. 19, 2023.
Americanas sought protection under Chapter 15 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White &
Case LLP, led by John K. Cunningham, is the U.S. counsel.
AMERIFIRST: Asks Court to Delay Final Bankruptcy Funding Package
----------------------------------------------------------------
Alex Wittenberg of Law360 reports that AmeriFirst Financial agreed
Tuesday to delay a final ruling on its bankruptcy financing package
after unsecured creditors in its Chapter 11 opened an adversary
proceeding alleging the case was set up to exclusively benefit
lender Reverence Capital Partners, which creditors say
intentionally "destroyed" the debtor's business.
About AmeriFirst Financial
AmeriFirst Financial, Inc., a mid-sized independent mortgage
company, and its affiliate Phoenix 1040, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24,
2023.
In the petitions signed by T. Scott Avila, chief restructuring
officer, each Debtor disclosed between $50 million and $100
million
in both assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP as bankruptcy counsel; Paladin Management
Group,
LLC, as restructuring advisor; and Omni Agent Solutions, Inc. as
claims, noticing and administrative agent.
AMYRIS INC: Woos Bidders for Consumer Products Brands,Plans Auction
-------------------------------------------------------------------
Hilary Russ of Law360 reports that bankrupt biochemical company
Amyris Inc. said on Tuesday, November 21, 2023, that it has 16
suitors for its consumer products brands and plans an auction
beginning next week, as it hopes to put forth a Chapter 11 plan in
the coming days after resolving some objections raised by equity
and debt investors in the contentious case.
About Amyris Inc.
Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading
synthetic biotechnology company, transitioning the Clean Health &
Beauty and Flavors & Fragrances markets to sustainable ingredients
through fermentation and the company's proprietary
Lab-to-Market(TM) technology platform. This Amyris platform
leverages state-of-the-art machine learning, robotics and
artificial intelligence, enabling the company to rapidly bring new
innovation to market at commercial scale. Amyris ingredients are
included in over 20,000 products from the world's top brands,
reaching more than 300 million consumers. Amyris also owns and
operates a family of consumer brands that is constantly evolving
to
meet the growing demand for sustainable, effective and accessible
products.
Amyris, Inc, et al., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9,
2023. The petitions were signed by Han Kieftenbeld as interim
chief executive officer & chief financial officer.
In the petition, Amyris disclosed $679,679,000 in assets and
$1,327,747,000 in liabilities.
Pachulski Stang Ziehl & Jones LLp serves as the Debtors'
bankruptcy
counsel. Fenwick & West, LLP is the Debtors' corporate counsel.
The Debtors tapped PricewaterhouseCoopers LLP as their financial
advisor, while Intrepid Investment Bankers LLC serves as the
Debtors' investment banker. Stretto, Inc., is the Debtors'
claims,
noticing, solicitation agent and administrative adviser.
ANAGRAM HOLDINGS: Chapter 11 Auction Process Gets Court Okay
------------------------------------------------------------
Alex Wittenberg of Law360 reports that a Texas bankruptcy judge
gave conditional approval Nov. 20, 2023, to foil balloon maker
Anagram Holdings LLC's plan to solicit bids for its assets at
auction, after the debtor resolved an objection from lender Silver
Point Capital over proposed deadlines.
Under the Court-approved bidding procedures, Dec. 15, 2023 at 5:00
p.m. (prevailing Central Time) is the deadline for bids, and an
auction will be held December 19, 2023 at 9:00 a.m. (prevailing
Central Time). The sale hearing will be on Dec. 22, 2023 at 9:00
a.m. (prevailing Central
Time). Celebration Bidco, LLC, will act as the "stalking horse
bidder" at the auction.
Formed by a group of the Debtor's lenders, Celebration Bidco has
agreed to purchase the Debtor's assets via mostly a credit bid,
absent higher and better offers. As part of this agreement, the
stalking horse bidder has committed to hire all Anagram employees
and assume all pre- and post-petition trade payables.
About Anagram Holdings
Anagram Holdings LLC is a manufacturer of foil balloons and
inflated decor, distributing and selling its products both
domestically and internationally. Anagram's customers include
party supply specialty stores, grocers, mass marketers, parks,
drugstores and discount variety stores.
Anagram Holdings LLC and two affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
23-90901) on Nov. 8, 2023. In the petition signed by Adrian
Frankum, as chief restructuring officer, Anagram Holdings reported
assets and liabilities between $100 million and $500 million.
The Honorable Bankruptcy Judge Marvin Isgur oversees the cases.
The Debtors tapped HOWLEY LAW PLLC, and SIMPSON THACHER & BARTLETT
LLP as attorneys, ANKURA CONSULTING GROUP, LLC, as restructuring
advisor; and ROBERT W. BAIRD & CO. as investment banker. KURTZMAN
CARSON CONSULTANTS LLC is the claims agent.
Counsel to the DIP Notes Trustee:
Geoffrey M. King, Esq.
Kevin E. Manz, Esq.
King & Spalding LLP
110 North Wacker Drive, Suite 3800
Chicago, IL 60606
Counsel to the DIP Noteholders:
Abhilash M. Raval, Esq.
Matthew L. Brod, Esq.
Justin G. Cunningham, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001
The DIP Noteholders also tapped Houlihan Lokey Capital, Inc., as
advisors.
Counsel to the DIP ABL Agent and the Prepetition ABL Agent:
Jeremy M. Downs, Esq.
Zachary J. Garrett, Esq.
Goldberg Kohn, Ltd.
55 East Monroe, Suite 3300
Chicago, IL 60603
Counsel to the Prepetition 1L Trustee:
Andrew I. Silfen, Esq.
Beth M. Brownstein, Esq.
ArentFox Schiff LLP
1301 Avenue of the Americas, Floor 42
New York, NY 10019
Counsel to the Prepetition 2L Trustee:
Todd Meyers, Esq.
Gianfranco Finizio, Esq.
Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street NE, Suite 2800
Atlanta, GA 30309-4528
Counsel to an existing Prepetition 1L Noteholder:
Arnold & Porter Kaye Scholer LLP
70 West Madison Street Suite 4200
Chicago, IL 60602-4231
Tyler Nurnberg, Esq.
E-mail: Tyler.Nurnberg@arnoldporter.com
APPS INC: George Purtill Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 2 appointed George Purtill as
Subchapter V trustee for Apps, Inc.
Mr. Purtill will be paid an hourly fee of $455 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Purtill declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
George M. Purtill
19 Water Street, P.O. Box 50
South Glastonbury, CT 06073
Office: (860)659-0569
Cell: (860)918-5442
Email: george.m.purtill@snet.net
About Apps Inc.
Apps, Inc., a company in Groton, Conn., sells AT&T service plans,
devices, and accessories to both individual consumers and
businesses.
Apps filed Chapter 11 petition (Bankr. D. Conn. Case No. 23-20895)
on Nov. 3, 2023, with up to $50,000 in assets and up to $10 million
in liabilities. Gordon H. Newton, president, signed the petition.
Judge James J. Tancredi oversees the case.
Jeffrey M. Sklarz, Esq., at Green & Sklarz, LLC, is the Debtor's
legal counsel.
ARDELYX INC: Geoffrey Block M.D. Quits as Director
--------------------------------------------------
Ardelyx, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that Geoffrey A. Block, M.D. notified the Board
of Directors of the Company of his decision to resign from the
Board and the Nominating and Governance Committee of the Board,
effective on Nov. 13, 2023.
The Company said Dr. Block has served on the Board since March 2019
and his resignation is not due to any disagreement with the Company
on any matter relating to the Company's operations, policies or
practices. The Company thanks Dr. Block for his commitment and
service to the Company.
About Ardelyx, Inc.
Headquartered in Waltham, Massachusetts, Ardelyx, Inc. --
www.ardelyx.com -- is a biopharmaceutical company founded with a
mission to discover, develop and commercialize innovative,
first-in-class medicines that meet significant unmet medical needs.
The Company developed a unique and innovative platform that
enabled the discovery of new biological mechanisms and pathways to
develop potent, and efficacious therapies that minimize the side
effects and drug-drug interactions frequently encountered with
traditional, systemically absorbed medicines.
San Mateo, California-based Ernst & Young LLP, the Company's
auditor since 2009, issued a "going concern" qualification in its
report dated March 2, 2023, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
ART OF GRANITE: Aaron Cohen Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for Art of Granite Counter Tops Inc.
Mr. Cohen will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About Art of Granite Counter Tops
Art of Granite Counter Tops, Inc. provides countertops to various
contractors for residential and commercial purposes. It also
provides services for de-fabricating existing countertops and
installing the newly ordered product.
The Debtor filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
23-02706) on Nov. 2, 2023, with up to $500,000 in assets and up to
$1 million in liabilities. Marco Damas, president, signed the
petition.
Judge Jason A. Burgess oversees the case.
Donald M. DuFresne, Esq., at Parker & DuFresne, PA represents the
Debtor as legal counsel.
ATHENEX INC: Exclusivity Period Extended to December 11
-------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas extended the exclusivity periods of
Athenex, Inc. and its affiliates to file a chapter 11 plan and
solicit acceptances thereof to December 11, 2023 and February 8,
2024, respectively.
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell
therapy products for the treatment of cancer. The Company's
mission is to become a leader in bringing innovative cancer
treatments to the market and to improve patient health outcomes.
In pursuit of the mission, Athenex leverages years of experience
in research and development, clinical trials, regulatory
standards, and manufacturing. The Company is focused on its
innovative Cell Therapy platform, based on natural killer T
("NKT") cells.
On May 14, 2023, Athenex, Inc. and five affiliated companies
initiated voluntary Chapter 11 proceedings (Bankr. S.D. Texas
Lead Case No. 23-90295). The Debtors' cases have been assigned
to the Honorable David R. Jones.
Athenex commenced these proceedings after conducting a strategic
review and reaching an agreement with its lenders to conduct an
expedited, orderly sales process of the Company's assets across
its primary businesses: Athenex Pharmaceutical Division,
Orascovery, and Cell Therapy.
In the petition filed by Nicholas K. Campbell, as chief
restructuring officer, Athenex reported assets and liabilities
between $100 million and $500 million.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel; MERU as financial advisor; and Cassel Salpeter & Co.,
LLC as investment banker. Epiq is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped Porzio, Bromberg & Newman, P.C. as lead
bankruptcy counsel; McKool Smith, PC as co-counsel with Porzio;
and Emerald Capital Advisors as financial advisor.
ATLAS PURCHASER: $610MM Bank Debt Trades at 40% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Atlas Purchaser Inc
is a borrower were trading in the secondary market around 60.0
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $610 million facility is a Term loan that is scheduled to
mature on May 18, 2028. The amount is fully drawn and
outstanding.
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solutions.
AULT ALLIANCE: Files Series C Stock Certificate of Designation
--------------------------------------------------------------
Ault Alliance, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Nov. 15, 2023, it filed
a Certificate of Designations of Preferences, Rights and
Limitations of Series C Convertible Preferred Stock with the
Secretary of State of the State of Delaware to establish the
preferences, limitations and relative rights of the Series C
convertible preferred stock.
Conversion Rights
Each share of Series C Convertible Preferred Stock has a stated
value of $1,000.00 and is convertible into shares of the Company's
common stock, par value $0.001 per share at a conversion price
equal to the greater of (i) $0.10 per share (the "Floor Price"),
and (ii) the lesser of (A) $0.2098, which represents 105% of the
volume weighted average price of the Common Stock during the ten
trading days immediately prior to Nov. 6, 2023 (the "Execution
Date"), or (B) 105% of the volume weighted average price of the
Common Stock during the ten trading days immediately prior to the
date of conversion (the "Conversion Price"). The Conversion Price
is subject to adjustment in the event of an issuance of Common
Stock at a price per share lower than the Conversion Price then in
effect, as well as upon customary stock splits, stock dividends,
combinations or similar events. The Floor Price, however, shall
not be adjusted for stock dividends, stock splits, stock
combinations or other similar transactions.
Voting Rights
The holders of the Series C Convertible Preferred Stock are
entitled to vote with the Common Stock as a single class on an
as-converted basis, subject to applicable law provisions of the
Delaware General Company Law and the NYSE American, provided
however, that for purposes of complying with Exchange regulations,
the conversion price, for purposes of determining the number of
votes the holder of Series C Convertible Preferred Stock is
entitled to cast, shall not be lower than $0.123 (the "Voting Floor
Price"), which represents the closing sale price of the Common
Stock on the trading day immediately prior to the Execution Date.
The Voting Floor Price shall be adjusted for stock dividends, stock
splits, stock combinations and other similar transactions.
In addition, after stockholder approval has been obtained, Ault &
Company, Inc., a Delaware corporation, will be entitled to elect
such number of directors to the Company's Board of Directors as
shall be equal to a percentage determined by dividing (i) the
number of shares of Common Stock issuable upon conversion of the
Series C Convertible Preferred Stock then owned by the Purchaser
(the "Conversion Shares"), by (ii) the sum of the number of shares
of Common Stock then outstanding plus the number of Conversion
Shares.
Dividend Rights
The holders of Series C Convertible Preferred Stock are entitled to
cumulative cash dividends at an annual rate of 9.5%, or $95.00 per
share, based on the stated value per share. Dividends shall accrue
from the date of closing of the Securities Purchase Agreement dated
Nov. 6, 2023 by and between the Company and the Purchaser, until
the 10-year anniversary of the Closing Date and are payable
quarterly in arrears. For the first two years, the Company may
elect to pay the dividend amount in Common Stock rather than cash,
with the number of shares of Common Stock issued at the Conversion
Price at the date that the dividend payment is due. Dividends will
accrue regardless of the Company's earnings or funds availability
and will not exceed the full cumulative dividends. If dividends
are in arrears for one or more periods where dividends are to be
paid and the Purchaser is contractually required to pay any
penalties or damages as a result of the failure of the Company to
pay such dividend, the dividend rate will increase to 12% per annum
(equivalent to $120.00 per annum per share) and will be paid either
in cash or additional shares of Series C Convertible Preferred
Stock (if the Common Stock is then listed on a national securities
exchange) or if not, freely tradeable Common Stock.
Liquidation Rights
In the event of liquidation, dissolution, or winding up of the
Company, the holders of Series C Convertible Preferred Stock have a
preferential right to receive an amount equal to the stated value
per share of Series C Convertible Preferred Stock before any
distribution to other classes of capital stock. If the assets are
insufficient, the distribution will be prorated among the holders
of Series C Convertible Preferred Stock. The remaining assets will
be distributed pro rata to the holders of outstanding Common Stock
and all holders of Series C Convertible Preferred Stock as if they
had converted their Series C Convertible Preferred Stock into
Common Stock. The Series C Convertible Preferred Stock rank senior
over other classes of preferred stock, including the Series A, B
and D Preferred Stock. Additionally, any transaction that
constitutes a change of control transaction shall be deemed to be a
liquidation under the Series C Certificate of Designations.
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.
AVAYA HOLDINGS: Fitch Assigns 'CCC+' LongTerm IDRs
--------------------------------------------------
Fitch Ratings has assigned Long-Term Issuer Default Ratings (IDRs)
of 'CCC+' to Avaya Holdings Corp. and Avaya LLC. Fitch has also
assigned a rating of 'B-'/'RR3' to Avaya's $810 million first lien
secured term loan. Avaya LLC is the issuer of the debt.
The ratings primarily reflect Fitch's expectation that Avaya will
generate negative FCF in the near term. The company faces
significant ongoing restructuring costs and the need for further
investment as it transitions to cloud-based / hybrid contact center
and customer experience offerings. Avaya's cash balance, which is
projected to exceed $600 million at the end of 2023, provides it
with significant financial flexibility to execute its strategy.
However, Fitch believes there is meaningful execution risk given
the intensely competitive environment in the contact center and
customer experience markets.
KEY RATING DRIVERS
Post-Emergence Capital Structure: Avaya's restructuring materially
strengthened its balance sheet. Outstanding debt decreased by more
than 75% to approximately $810 million from approximately $3.4
billion at the time Avaya sought Chapter 11 protection in March
2023. Still, leverage remains high with Fitch projecting negative
EBITDA for 2023 and 2024 and then becoming positive in 2025.
Post-emergence liquidity is solid, with reported available cash of
about $570 million as of June. 30, 2023 and access to a $128
million ABL subject to letters of credit outstanding and the
borrowing base. Avaya's approximately $810 million of post-close
first-lien debt (s+750 cash or s+150 cash + 700 PIK) does not
mature until 2028 and has debt amortization of 1% per annum.
FCF Generation: Fitch expects Avaya to generate negative FCF
through FY2026 due to a heavy interest burden, high restructuring
expenses, and the ongoing shift away from perpetual software
licenses and maintenance contracts to cloud-based and hybrid
offerings. Fitch's EBITDA calculations exclude certain add-backs
that Avaya makes, including normalized revenue that eliminates GAAP
revenue and EBITDA noise and cash alignment due to ASC606. Fitch
does capture the cash movements of these adjustments in its FCF
forecasts. Fitch expects the company to be able to sustain its cash
burn rate without requiring support from external partners given
its large cash balance, and the FCF burn rate should improve over
time if the company successfully executes on its transformation
plan.
Weak Operating Performance: Fitch expects revenue and gross profit
for fiscal year 2023 to decline 30% and 45% YoY, respectively, due
to the effect of the continuing shift away from on-premise product
solutions to subscription and cloud-based solutions. Fitch expects
continued revenue pressure until the completion of the migration
plan in 2025. Avaya's management is focused on right-sizing the
company's cost structure, implementing a plan in 2023 aimed at
saving approximately $525 million in annualized costs and rolling
out additional initiatives targeting an additional $250 million of
cost reduction in the near term. Fitch expects lower costs to
support improved EBITDA generation in 2024 despite revenue
declines.
Manageable Execution Risk: Fitch believes there is sufficient
operational flexibility for Avaya to achieve positive EBITDA within
the next two years. However, this would depend on successful
development and expansion of cloud-based offerings and Avaya's new
management team's ability to implement cost control and achieve
operating efficiency. Operating profitability is still likely
achievable in the medium term despite Fitch's conservative
assessment of Avaya's ability to grow revenue and its effectiveness
in cost-saving under its forecast assumption.
Recurring Software and Services Revenue: Avaya's increasing
proportion of recurring revenues provide significant visibility to
future revenue streams. Software and services accounted for
approximately 83% of revenue in FY2023. Relatively stronger
software sales mitigate the effects of the legacy revenue declines
within the UC segment. Avaya generated approximately 72% of total
revenues from recurring contracts in FY 2023, up from 58% in
FY2019. Recurring global support services contracts generally have
tenures of one to five years; enterprise cloud and managed services
contract terms range from one to seven years.
Diversified Customer Base: Avaya's revenue base is diversified from
a customer, geographic and industry perspective. Retention of large
customers also remained high pre-and post-emergence. Avaya's
indirect channel, with more than 3,600 active channel partners at
the end of fiscal 2022, extends the company's sales reach to about
180 countries worldwide. Product revenue from indirect sales was
65% of total Products & Solutions segment revenue for fiscal 2022.
Avaya's customers include more than 90% of the largest U.S.
companies. Approximately 43% of total revenue is generated outside
the U.S.
DERIVATION SUMMARY
Avaya faces numerous competitors given its cloud-based, on-premise
and hybrid solutions for contact center (CC) and unified
communications (UC) applications. Avaya is a large vendor in the
global UC industry but is substantially smaller and less
diversified than its primary competitors in the enterprise market:
Cisco Systems, Inc. and Microsoft Corporation. Additional
competitors in the enterprise market include NEC, Atos Unify,
Alcatel-Lucent Enterprise and Huawei. In the mid-market UC
industry, competitors include Mitel, NEC, Cisco and Microsoft.
Cloud-based offerings generated strong growth in SME and mid-market
segments, and are penetrating enterprise clients. Companies are
shifting to cloud-based solutions, which provide for lower total
cost of ownership and increased deployment speed.
Avaya's primary competitors in cloud products and services include
Cisco, Microsoft, RingCentral, 8x8, Mitel, Zoom, LogMeIn and
others. Avaya's business is shifting toward private, public and
hybrid cloud offerings from traditional premise-based
infrastructure models. The company expects to continue supporting
on-premise business models where required by the customer. Support
of customers that have requirements and/or business models
primarily on-premise offerings allowed Avaya to maintain a
relatively strong position among large enterprises.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
Include
- Revenue declines in the low-30% range in fiscal 2023 and in the
low single digits range in fiscal 2024 before returning to modest
growth as the effects of the transition to the cloud/subscription
model tapers off;
- Negative EBITDA margin in FY2023, improving gradually to the low
teen range as cost saving initiatives take hold;
- Capex representing 3.5%-4.0% of revenue;
- SOFR rates of 5.24%, 4.36%, and 3.39% in fiscal year 2024, 2025,
and 2026, respectively
- Fitch forecasts FCF deficits during the rating horizon due to the
drag from the shift to subscription-based offerings and high
interest rate environment.
RECOVERY ANALYSIS
- The recovery analysis assumes that Avaya would be reorganized as
a going-concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim;
- In estimating a distressed EV for Avaya, Fitch contemplates a
scenario in which default may be caused by continued secular
pressure in premise-based offerings, and setbacks in its
subscription/cloud-based products arising from heightened
competitive pressures. Additionally, while the strategic
partnership with RingCentral is successful, ACO sales are lower
than expected, and the company experiences EBITDA margin pressure;
- Fitch assumes an adjusted distressed enterprise valuation of
approximately $594 million
- Fitch assumes the $128 million secured ABL is partially drawn;
- Fitch assumes that Avaya will receive a going-concern recovery
multiple of 5.5x. The estimate considers several factors, including
the highly recurring nature of the revenue, the high customer
retention, the secular growth drivers for the sector, the company's
strong FCF generation and the competitive dynamics.
The EV multiple is supported by:
- The historical bankruptcy case study exits multiples for
technology peer companies ranged from 2.6x to 10.8x;
- Of these companies, only three were in the Software sector: Allen
Systems Group, Inc., Avaya, Inc. and Aspect Software Parent, Inc.,
which received recovery multiples of 8.4x, 8.1x and 5.5x,
respectively.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch's expectation of a trend toward sustained positive FCF in
the rating horizon;
- (CFO-Capex)/Debt sustained above 0%;
- EBITDA interest coverage sustained above 1.5x.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Accelerating negative FCF;
- Meaningful liquidity deterioration
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Avaya has been facing pressure on cash from its
transition to cloud-based/subscription services. Fitch believes
Avaya has adequate liquidity in the near-term based on the $570
million cash balance as of June 30, 2023. Liquidity is also
supported by an undrawn $128 million ABL, subject to letters of
credit outstanding and the borrowing base.
Debt structure: The DIP Term Loan converted into an exit term loan,
and the company incurred an additional $310 million under the exit
term loan facility (including amounts incurred pursuant to a right
offering and amounts deemed incurred pursuant to the plan by
creditors under the pre-petition debt instruments) for an aggregate
principal amount of $810 million, and the DIP ABL Loan converted
into an exit ABL loan in the amount of approximately $128 million.
For the term loan facility pricing, if the borrower elects to pay
interest partially in kind, from the closing date through the end
of the first four full fiscal quarters following the closing, S+150
(1% floor), payable in cash, plus 700 bps PIK and, after that,
S+750.
ISSUER PROFILE
Avaya LLC provides digital communications products, solutions and
services, including contact center and unified communications and
collaboration products and services. Its primary customers are
enterprises and midmarket businesses. Avaya has federal/national
government customers in 97 countries.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Avaya LLC LT IDR CCC+ New Rating WD
senior secured LT B- New Rating RR3
Avaya Holdings
Corp. LT IDR CCC+ New Rating
BAUSCH HEALTH: $2.50BB Bank Debt Trades at 25% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Bausch Health
Americas Inc is a borrower were trading in the secondary market
around 75.5 cents-on-the-dollar during the week ended Friday,
November 24, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $2.50 billion facility is a Term loan that is scheduled to
mature on February 1, 2027. About $2.34 billion of the loan is
withdrawn and outstanding.
Bausch Health Companies Inc develops drugs for unmet medical needs
in central nervous system disorders, eye health and
gastrointestinal diseases, as well as contact lenses, intraocular
lenses, ophthalmic surgical equipment, and aesthetic devices.
BERGIO INTERNATIONAL: Incurs $496K Net Loss in Third Quarter
------------------------------------------------------------
Bergio International, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $495,525 on $869,472 of total net revenues for the three months
ended Sept. 30, 2023, compared to a net loss of $855,155 on $1.32
million of total net revenues for the three months ended Sept. 30,
2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $2.01 million on $3.67 million of total net revenues,
compared to a net loss of $3.12 million on $5.87 million of total
net revenues for the same period a year ago.
As of Sept. 30, 2023, the Company had $8.92 million in total
assets, $6.25 million in total liabilities, and $2.66 million in
total stockholders' equity.
Bergio stated, "The Company has suffered recurring losses and has
an accumulated deficit of approximately $21.2 million as of
September 30, 2023. As of September 30, 2023, the Company has
$294,422 in principal amounts of convertible notes, notes payable
(current and long-term portion) of $962,000, loans and advances
payable of $1,415,844, and advances from CEO including interest of
$357,571. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The recoverability of a
major portion of the recorded asset amounts shown in the
accompanying unaudited condensed consolidated balance sheet is
dependent upon continued operations of the Company, which in turn,
is dependent upon the Company's ability to raise capital and/or
generate positive cash flows from operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1431074/000139390523000380/brgo-20230930.htm
About Bergio International
Based in Fairfield, New Jersey, Bergio International, Inc. --
www.bergio.com -- designs, manufactures, and retails, jewelry
products.
Bergio International reported a net loss of $3.26 million for the
year ended Dec. 31, 2022, compared to a net loss of $3.56 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $9.47 million in total assets, $4.52 million in total
liabilities, and $4.95 million in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 30, 2023, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
BIG TEDDY: Joseph Schwartz of Riker Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Joseph Schwartz
Esq., at Riker Danzig Scherer Hyland & Perretti, LLP as Subchapter
V trustee for Big Teddy, LLC.
Mr. Schwartz 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. Schwartz declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joseph L. Schwartz, Esq.
Riker Danzig Scherer Hyland & Perretti, LLP
One Speedwell Avenue,
Morristown, NJ 07962-1981
Phone: (973) 451-8506
Email: jschwartz@riker.com
About Big Teddy
Big Teddy, LLC conducts business under the name Big Plush. The
company is based in Newark, N.J.
Big Teddy filed voluntary Chapter 11 petition (Bankr. D.N.J. Case
No. 23-19587) on Oct. 30, 2023, with up to $50,000 in assets and $1
million to $10 million in liabilities. Michael Matuska, sole
member, signed the petition.
Michael E. Holt, Esq., at Forman Holt represents the Debtor as
legal counsel.
BOY SCOUTS: Judge Wants Legal Basis to Redo Abuse Victims Votes
---------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that the Boy Scouts of
America's bankruptcy judge asked sex abuse claimants' lawyers for a
legal standard that would allow some claimants to correct
potentially costly mistakes they made on paperwork.
Judge Laurie Selber Silverstein said at a Monday, November 20,
2023, hearing she would need time to determine if claimants who
opted for a $3,500 payout from the youth organization's $2.46
billion abuse victims’ trust can change the selection they made.
About 500 claimants, or 0.4% of all claimants, have said they
selected the quick-pay option without understanding its
ramifications -- that they would be unable to pursue larger
recoveries.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor.
Omni Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BRIDGE COMMUNICATIONS: Exclusivity Period Extended to January 23
----------------------------------------------------------------
Judge Klinette H. Kindred of the U.S. Bankruptcy Court for the
Eastern District of Virginia extended Bridge Communications,
LLC's exclusivity period during which it may file a plan from
September 23, 2023 to January 23, 2024.
Bridge Communications LLC is represented by:
Jonathan B. Vivona, Esq.
JONATHAN B. VIVONA, ESQUIRE
601 King Street, Suite 400
Alexandria, VA 22314
Tel: (703) 739-1353
Email: jvivona@vpbklaw.com
About Bridge Communications LLC
Bridge Communications is a video production and communications
company.
Bridge Communications LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
23-10467) on March 23, 2023. The petition was signed by Edward
Tropeano as owner. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.
Judge Brian F. Kenney oversees the case.
Ashvin Pandurangi, Esq., at Vivona Pandurangi, PLC represents the
Debtor as counsel.
C.W. KELLER: Creditors to Get Proceeds From Liquidation
-------------------------------------------------------
C.W. Keller & Associates, LLC, and C.W. Keller Holding Company,
Inc., filed with the U.S. Bankruptcy Court for the District of
Massachusetts a Disclosure Statement with respect to Chapter 11
Plan dated November 14, 2023.
Keller was founded in 1974, originally as a Massachusetts
C-Corporation, by Charles Keller, doing residential and commercial
millwork and operated as a family business throughout its history.
The Debtors provided engineering, fabrication and installation of
custom millwork to their clients, specializing in complex millwork
projects across a variety of client types, aggregating materials
and suppliers products into completed millwork project
installations.
At the time of the filing, Keller had a significant backlog of
work, but its lack of access to operating capital made it unable to
perform the work. Vendor debt prohibited it from purchasing
additional materials to support the active work, in turn stopping
the ability to purchase the materials needed to fabricate and
deliver active project work. As such, prior to the filing of
chapter 11 cases, the Debtors entered negotiations with the
principal of the CWK Associates LLC to acquire the certain assets
and to assume certain customer contracts.
On August 31, 2023, the Debtor and CWK entered into an Asset
Purchase Agreement ("APA") pursuant to which the Debtor agreed to
sell certain of its assets to CWK (the "Acquired Assets") in
consideration of a cash payment of $2,100,000.00 (including a
$50,000.00 Deposit) and the Debtors right to collect the first
$3,500,000.00 in accounts receivable generated after the closing on
the sale. The APA specifically excluded assets of significant value
(the Excluded Assets). The Debtor thereafter filed a motion seeking
authority to sell the Acquired Assets to CWK including the sale of
certain contracts of the Debtor (the "Sale Motion").
The APA provided for the cure of defaults in contracts being
assumed and assigned as part of the proposed purchase of the
Acquired Assets. The Debtor filed a Motion for Entry of Order
Approving Bidding Procedure which contained a Notice of Assumption
of Executory Contracts and Unexpired Leases and Cure Obligations
set forth the terms and conditions for the cure, assumption and
assignment to CWK of the identified executory contracts which
consisted in the main, of customer contracts, the lease of the
Colorado manufacturing facility, equipment leases and software
licenses and provided those contract holders with the opportunity
to object to the claimed assignment and cure amounts.
The Sale Approval Order entered on October 25, 2023. The Closing
occurred on October 27, 2023. At the closing, the sums due to the
DIP lender were offset from the sale proceeds and the sums paid to
cure the amounts due to cure the amounts due on the contracts and
leases being assumed. As set forth in the Purchase Price Allocation
executed at the Closing, after satisfaction of the DIP lender and
the cure amounts, the remaining proceeds in the amount of
$429,515.10 were deposited in the DIP Account pending the
authorization to do so as set forth in the Notice of Supplemental
Documents filed in furtherance of the Order authorizing the Debtors
use of cash collateral filed on November 9, 2023, which seeks
authorization to distribute proceeds from the sale, including
accounts receivable as collected.
The Plan provides for payment of creditors through the distribution
of the remaining sale proceeds, the collection and liquidation of
the Excluded Assets and any proceeds realized from avoidance
actions which might be brought on behalf of the Estate.
Class 6 is comprised of all holders of Allowed general unsecured
claims against the Debtor. This class includes claims arising out
of unpaid promissory notes, trade claims owed by the Debtors, and
any portion of a claim of a taxing authority not entitled to
treatment as secured or priority claim, and lease arrears owed on
leases not assumed pursuant to the APA. The sums are based upon the
proofs of claim that have been filed and the Debtor's Schedule are
approximately $6,882,150.76.
The net proceeds derived from the Asset Sale will be insufficient
to satisfy in full the Allowed Secured Claims, Administrative
Claims, Priority Non-Tax Claims and Priority Tax Claims. The
holders of Class 6 Allowed Claims will receive in full and complete
settlement, satisfaction, a pro rata beneficial interest in the
Liquidating Trust, entitling such holder to receive a pro rata
share of the distributions made to the Allowed Class 6 claimants by
the Liquidating Trustee. Class 6 is impaired.
Class 7 is comprised of all equity interests in the respective
Debtors. Interest holders shall receive either (i) a pro rata share
of the Liquidating Trust after payment in full of all Allowed
Classes 1 through 6 and Administrative and Priority Claims as well
as the payment all fees and expenses of the Liquidating Trustee.
The Debtor does not anticipate any payments to Equity Interest
Holders. Class 7 is impaired.
Confirmation of the Plan shall constitute authorization for the
Liquidating Trustee to effectuate the Plan and to enter into all
documents, instruments and agreements reasonably necessary to
effectuate the terms of the Plan. The Debtors shall remain in
existence as the Confirmed Debtor until dissolved pursuant to the
Plan.
The Liquidating Trustee shall liquidate the Excluded Assets, object
to claims, commence Avoidance Actions, and make distributions
pursuant to the terms of this Plan and the Liquidating Trust. The
Liquidating Trustee shall be under an obligation to make continuing
efforts to dispose of the Liquidating Trust Assets, make timely
distributions, and not unduly prolong the duration of the
Liquidating Trust. The Liquidating Trustee shall make distributions
to the holders of Allowed Classes 1 through 6 in full before any
distribution is made on account of Allowed Class 7 Interests.
A full-text copy of the Disclosure Statement dated November 14,
2023 is available at https://urlcurt.com/u?l=f6dOpU from
PacerMonitor.com at no charge.
Attorneys for Debtors:
David B. Madoff, Esq.
Nina M. Parker, Esq.
MADOFF & KHOURY, LLP
124 Washington Street, Suite 202
Foxborough, MA 02035
Tel: (508) 543-0040
Fax: (508) 543-0020
Email: madoff@mandkllp.com
About C.W. Keller & Associates
C.W. Keller & Associates, LLC, is a fabrication and design
engineering firm in Newburyport, Mass., specializing in custom
millwork, composites and concrete form systems.
C.W. Keller & Associates and C.W. Keller Holding Company, Inc.
filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23 11357)
on Aug. 24, 2023. At the time of the filing, C.W. Keller &
Associates reported $1 million to $10 million in assets and $10
million to $50 million in liabilities while C.W. Keller Holding
Company, Inc. reported as much as $50,000 in assets and $1 million
to $10 million in liabilities.
Judge Christopher J. Panos oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtors' as
legal counsel.
CANOO INC: To Receive $21.3M Advance From Yorkville Under PPA
-------------------------------------------------------------
Canoo Inc. disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission that the Company entered into a
fourth Supplemental Agreement with YA II PN, Ltd. ("Yorkville") to
the Pre-Paid Advance Agreement (PPA).
Pursuant to the Fourth Supplemental Agreement, Yorkville agreed to
advance $21,276,600 to the Company and waive certain terms and
conditions set forth in the PPA with respect to such Supplemental
Advance. After giving effect to the commitment fee and the
purchase price discount provided for in the PPA, net proceeds of
the Fourth Supplemental Advance to the Company will be
approximately $20,000,000.
The Fourth Supplemental Agreement provides that solely with respect
to the Fourth Supplemental Advance, the Purchase Price (as such
term is used in the PPA) will be equal to the lower of (a) $0.3900
per share, or (b) 95% of the lowest daily VWAP during five Trading
Days immediately preceding each Purchase Notice Date (as such term
is used in the PPA), but not lower than the Floor Price (as defined
in the PPA). Further, the Company agreed to pay Yorkville a
commitment fee of $1,063,830 in connection with the Fourth
Supplemental Agreement, which shall be deducted from the proceeds
of the Fourth Supplemental Advance.
On July 20, 2022, Canoo entered into a the PPA with Yorkville. In
accordance with the terms of the PPA, the Company may request
advances of up to $50,000,000 in cash from Yorkville (or such
greater amount that the parties may mutually agree).
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $487.69 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $346.77 million for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had $496.47 million in
total assets, $259.90 million in total liabilities, and $236.57
million in total stockholders' equity.
Los Angeles, California-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 30, 2023, citing that the Company has suffered
recurring losses from operations, has generated recurring negative
cash flows from operating activities, and expects to continue to
incur net losses and negative cash flows from operating activities
in accordance with its ongoing activities. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
CAPITAL G INVESTMENTS: Property Sale Proceeds to Fund Plan
----------------------------------------------------------
Capital G Investments, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Florida a Disclosure Statement in
support of its Plan of Liquidation dated November 14, 2023.
The Debtor is a Florida limited liability company which owns real
property located at 9100 W Bay Harbor Dr Apt 10B Bay Harbor
Islands, FL 33154-3628 (the "Real Property"). The Real Property
has an estimated market value of $398,371 pursuant to the Miami
Dade County Property appraiser's office.
The Debtor's principal, Christopher Gentile, has agreed to fund the
repairs required to the Real Property in order for the Real
Property to pass inspection by the Association and the Town. The
Real Property will then be marketed and sold. All of the net
proceeds from the sale of the Real Property will be used to fund
the Plan. Mr. Gentile will not receive any distribution under Class
5, equity holders. Mr. Gentile will, however, have an agreed
$11,700.00 administrative claim for the amounts advanced for the
repairs to the Real Property.
The Debtor filed this Chapter 11 proceeding in order to sell the
Real Property, resolve its pending issues with the Association, the
Town and other unsecured creditors, and repay its creditors. The
Debtor believes the net proceeds from the sale of the Real Property
will guarantee a substantial repayment to its creditors in
reasonable period of time.
The Debtor proposes the sale of the Real Property should be closed
within 180 days from the date the Association and the Town approve
the improvements of the Real Property.
Class 3 consists of the General Unsecured Claims in the estate
including the Association's unsecured claim in the amount of
$528,365.88. The Association filed an unsecured claim in the amount
of $528,365.88 for alleged attorneys' fees and costs pursuant to
the Condominium Declaration, The Condominium's By Laws, and Fla.
Stat. 718.303 incurred with respect to the state court action
pending by the Association against the Debtor. The Debtor disputed
the association's entitlement to the unsecured claim. However, the
parties have reached an agreement whereby in exchange for the terms
of this consensual plan, among other things, the Debtor does not
oppose the Association's unsecured Claim.
Class 3 unsecured claimants shall also include a $42,000.00
unsecured claim by Gary Schwartz, the $136,998.23 unsecured claim
by Rosenbaum PLLC, the $36,000.00 unsecured claim by the SBA, and
the Town's unsecured claim.
All holders of Allowed General Unsecured Claims shall be paid a
prorate share of their claims from the net proceeds of the sale of
the Real Property within 30 days of the closing of the sale. The
Debtor reserves the right to object to, settle, compromise or
adjust by mediation, arbitration or otherwise the Allowed Class 3
Claims. Class 3 Claims are impaired.
Class 4 consists of all holders of allowed equity interests in the
Debtor. All Class 4 Equity Interests shall revest in the
Reorganized Debtor on the Effective Date. The holders of allowed
equity interests shall retain their equity interests, including for
the purpose of governing the Reorganized Debtor. In exchange for
this, the members of the Debtor are agreeing, as of the effective
date, not receive payment of any amounts owed to them by the
Debtor.
The Plan is a plan of liquidation. The Debtor's principal source of
revenue is comprised of the net proceeds from the sale of the
Debtor's Real Property. Prior to the Effective Date and following
the Effective Date, the Debtor shall continue to market the Real
Property in order to maximize the sale amount.
A full-text copy of the Disclosure Statement dated November 14,
2023 is available at https://urlcurt.com/u?l=YOhkmX from
PacerMonitor.com at no charge.
Counsel for Debtor:
Kenneth Ray Noble, Esq.
Noble Law Firm, P.A.
6830 North Federal Hwy.
Boca Raton, FL 33487
Tel: (561) 353-9300
Email: ray@noblelawfirmpa.com
About Capital G Investments
Capital G Investments, LLC is a Florida limited liability company
which owns real property located at 9100 W Bay Harbor Dr Apt 10B
Bay Harbor Islands, FL 33154-3628.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla.
Case No. 23-14075) on May 24, 2023, with $100,001 to $500,000 in
both assets and liabilities. Judge Laurel M. Isicoff oversees the
case.
The Debtor tapped Noble Law Firm as its bankruptcy counsel.
CELSIUS NETWORK: To Focus on Bitcoin Mining After Chapter 11
------------------------------------------------------------
Crypto lender Celsius Network has scaled back its post-bankruptcy
business plans to focus only on bitcoin mining, citing feedback
from the Securities and Exchange Commission.
On Nov. 9, 2023, the U.S. Bankruptcy Court for the Southern
District of New York confirmed Celsius Network LLC's chapter 11
plan. Following confirmation, Celsius received feedback from the
SEC on certain aspects of the Plan, which has resulted in Celsius
now intending to begin the process to apply to register the shares
in a new publicly traded Bitcoin mining company that will be owned
by Celsius customers (the "Mining NewCo"). This was the core
business of the new company that was proposed to be created with
Fahrenheit, LLC that was described in the Plan (the "Fahrenheit
NewCo").
However, based on the SEC's feedback, the Debtors, in consultation
with the Official Committee of Unsecured Creditors, have determined
that certain of the assets that were to be transferred to the
Fahrenheit NewCo must, for regulatory reasons, be retained by
Celsius's estates to be administered and monetized by the Plan
Administrator and/or Litigation Administrator for the benefit of
creditors.
Celsius is in discussions with certain parties regarding the terms
and conditions of the future management of the Mining NewCo. More
details will be provided as soon as they are available. Although
negotiations are ongoing, due to the reduction in scope and scale
of the Mining NewCo when compared to the Fahrenheit NewCo, the
Debtors expect that the aggregate fees and other economic
incentives to be paid to the operators of the Mining NewCo will be
lower than the aggregate fees and economic incentives associated
with the Fahrenheit NewCo, and that the amount of liquid
cryptocurrency to be available for distribution directly to
customers will be greater than the amount that would have been
distributable had the Debtors moved forward with the Fahrenheit
NewCo.
In the coming weeks, the Debtors intend to file a motion with the
Bankruptcy Court to approve modifications to the Plan to reflect
the new Mining NewCo transaction. The Debtors do not believe that
these modifications will require resolicitation of the Plan. The
Debtors still anticipate that distributions to creditors will
commence in January of 2024.
The full terms of the Plan and Disclosure Statement, as well as
additional information about the chapter 11 filing, including court
documents, can be found online free of charge at
https://cases.stretto.com/celsius. Stakeholders with questions may
call Stretto at +1 (855) 423-1530 (U.S.) or +1 (949) 669-5873
(international) or email celsiusinquiries@stretto.com.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
The U.S. Trustee appointed an official committee of unsecured
creditors. The committee tapped White & Case, LLP, as its
bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP, as its financial advisor; and
Perella Weinberg Partners, LP, as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
CENTER FOR ALTERNATIVE: Unsecureds to Split $39K in Consensual Plan
-------------------------------------------------------------------
Center for Alternative Medicine, PLLC, submitted a First Amended
Plan of Reorganization for Small Business under Subchapter V dated
November 16, 2023.
The Plan provides for immediate payment and full satisfaction of
Administrative Expenses, Priority Taxes, and Secured Claims, to the
extent Allowed; and consistent Distributions to Holders of Allowed
Unsecured Claims over the 5-year Plan Term.
Class 13 consists of the Unsecured Claims against the Bankruptcy
Estate. The Debtor estimates that Allowed Unsecured Claims, on
account of Claims not Scheduled as contingent, disputed and/or
unliquidated; Proofs of Claim filed on or before to the Claims Bar
Date; and Claims not otherwise Disallowed by the Bankruptcy Court,
is the sum of $808,232.90.
The manner of Treatment of the Class 13 Claimant and amount of the
Allowed Unsecured Claim shall depend on whether Holders of Class 13
Claims vote to accept or reject the Plan, as follows:
Consensual Treatment
Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share
of $39,000, which shall derive from Cash maintained within the
Operating Account as of the Effective Date and revenues generated
during the Plan Term. The Debtor shall deposit the sum of $3,250
into the Creditor Disbursement Fund on or before the 15th day of
the 1st month following the close of each Calendar Quarter
commencing on the Effective Date up to and through the 36th month
following the Effective Date, for which the 1st deposit into the
Creditor Disbursement Account of Disposable Income generated from
the Effective Date up to and through December 31, 2023 shall arise
on or before January 15, 2024.
The Debtor refers Unsecured Claimants, regardless of whether
Allowed, Disallowed or Disputed, to the Claims Analysis for further
details on the specific amount of Plan Payments the Debtor
anticipates distributing to each Class 13 Claimant on account of
their Allowed Class 13 Claim(s). The Debtor shall warrant the
Consensual Treatment of the Plan Payments Distributed to Unsecured
Claimants by prioritizing the monthly sum of $1,083.33 above the
payment of wages owing to Mr. Davis for the 4th weekly Pay Period
of each month and through depositing such monthly sum into the
Reserve Account prior to tendering a paycheck for the 4th weekly
Pay Period of each month to Mr. Davis.
Cramdown Treatment
Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share
of all Disposable Income realized during the Plan Term. The Debtor
shall deposit the Disposable Income realized during the preceding
Calendar Quarter into the Creditor Disbursement Fund on or before
the 15th day following the close of each Calendar Quarter
commencing on the Effective Date up to and through the 36th month
following the Effective Date, for which the 1st deposit into the
Creditor Disbursement Account of Disposable Income realized from
the Effective Date up to and through December 31, 2023 shall arise
on or before January 15, 2024, and the final Plan Payment shall be
deposited on or before the 15th day of the 1st month following the
3rd Anniversary.
Class 14 consists of the Equity Interests in the Debtor, for which
Mr. Davis controlled a 100.0% ownership interest as of the Petition
Date. On the Effective Date of the Plan, the Class 14 Claimant, to
the extent Allowed, shall retain all existing rights, privileges,
and interest in the Debtor, notwithstanding any provisions to the
contrary hereunder and subject to any and all terms and conditions
hereof.
The Debtor shall fund the Plan using Cash generated from one, or a
combination of such sources, as follows:
* Cash arising from Net Income realized Post-Petition, of
which the Debtor maintains within the Operating Account as of the
Effective Date, shall be Distributed to certain and specific
Claimants as consideration for full payment of an Allowed Claim, or
such portion thereof as mutually agreed upon by and the between the
Debtor and such relevant Claimant(s), in such order more-fully
identified within the Cash Flow Analysis, and for such basis as
follows: (a) Allowed Professional Fees Claims; (b) Pre Consummation
Distributions; and (c) the amount necessary to Cure an assumed
Executory Contract and/or Unexpired Lease, if any.
* The Debtor shall deposit into the Creditor Disbursement Fund
such portion of the Net Income equal to the collective monthly sum
of Plan Payments due and owing to Holders of Allowed Secured
Claims, on or before the 5th day of each month commencing on the
1st month following the Effective Date up to and through 5th day of
the 36th following the Effective Date.
* The Debtor shall deposit Plan Payments to Holders of Allowed
Unsecured Claims into the Creditor Disbursement Fund.
A full-text copy of the First Amended Plan dated November 16, 2023
is available at https://urlcurt.com/u?l=zxaYdq from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Joshua B. Sheade
Sheade Law Office, LLC
4126 Shoshone Street
Denver, CO
Tel: (720) 389-9291
Email: joshua@sheadelaw.com
About Center for Alternative Medicine
Center for Alternative Medicine, PLLC specializes in the management
and treatment of disc lesions, overuse soft tissue injuries,
traumatic injuries, pain management, and peripheral neuropathies.
The company is based in Pueblo, Colo.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Colo. Case No. 23-12482) on June 7,
2023, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Mark Dennis, a certified public accountant
at SL Biggs, has been appointed as Subchapter V trustee.
Judge Joseph G. Rosania, Jr. oversees the case.
The Debtor tapped Joshua B. Sheade, Esq., at Sheade Law Office, LLC
as legal counsel and Karen E. Heerschap, CPA, at Hewitt Heerschap &
Couch PC as tax accountant.
CENTER FOR ORTHOPEDIC: Goldman Sachs Marks $2.1MM Loan at 18% Off
-----------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $2,115,000 loan extended to
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo)
to market at $1,743,000 or 82% 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 to The Center for Orthopedic and Research Excellence, Inc.
(dba HOPCo). The loan accrues interest at a rate of 11.50%
(S+6.00%) per annum. The loan matures on August 15, 2025.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
The Center for Orthopedic and Research Excellence, Inc., doing
business as Core Medical Management, provides health care services.
The Company offers neurology, orthopedic, memory, aging,
rehabilitation, and pain management services. Core Medical
Management serves patients worldwide.
CENTRAL OKLAHOMA: Fine-Tunes Plan Documents
-------------------------------------------
Central Oklahoma United Methodist Retirement Facility, Inc., d/b/a
Epworth Villa, submitted a Fourth Proposed Disclosure Statement to
accompany Plan of Reorganization dated November 14, 2023.
At the commencement of this Case the Debtor filed the Plan, which
comprises the full terms of Epworth Villa's proposed
reorganization. The Plan provides for the continued operation of
Epworth Villa's business while restructuring its secured bond debt
(consisting of the Existing Bonds).
The Plan's proposed restructuring of the Debtor, will have minimal
impact on Residents or creditors other than Holders of Existing
Bond Claims and affiliates of the Debtor. Among other things, the
Residency Agreements of current residents will be assumed and
continued without modification, and the Claims of all prepetition
and administrative creditors will be paid in full. The Debtor's
secured bond debt will be restructured so that upon emergence from
bankruptcy the Debtor's liquidity will be enhanced and its debt
service will be substantially reduced.
The Plan provides for the continued operation of Epworth Villa's
business. The Debtor has submitted a reorganization Plan because it
believes that its proposed financial restructuring will provide
more value to creditors than a liquidation of the assets of Epworth
Villa. To achieve such optimal value, the Plan contemplates
treatment of the Debtor's secured and unsecured creditors in
accordance with the classifications and treatments set forth more
fully in the Plan.
The centerpiece of the Debtor's reorganization is a restructuring
of the Existing Bonds. That Restructuring Transaction, including
the issuance of new bonds to provide new funding to the Debtor
after the Effective Date. The Restructuring Transaction will both
ease the debt service terms prevailing under the Existing Bonds,
and also provide fresh working capital through the issuance of a
new series of bonds. Pursuant to the Restructuring Transaction, the
Series 2023A Bonds will be issued in order to provide the Debtor
with funding for capital expenditures.
In addition, 85% of the Existing Bonds plus accrued and unpaid
interest through June 30, 2023 shall be exchanged for the Series
2023B Bonds, and the remaining 15% of the outstanding principal of
the Existing Bonds plus accrued and unpaid interest on the Existing
Bonds through the Petition Date shall be exchanged for the Series
2023C Bonds. The Series 2023A Bonds shall be senior in priority to
the Series 2023B and Series 2023C Bonds.
The Plan has the support of the Consenting Holders, who have
participated in the negotiations which have culminated in the Plan
and this Disclosure Statement, and, with the Debtor, have entered
into the Plan Support Agreement under which they have committed to
support the confirmation and implementation of the Plan.
Like in the prior iteration of the Plan, the Debtor will pay an
amount equal to 100% of the Allowed Amount of such Class 3 General
Unsecured Claims, in each case subject to all defenses or disputes
the Debtor may assert as to the validity or amount of such claims.
Class 5 consists of all Interests in Epworth Villa. The sole
Interest Holder in Epworth Villa is Epworth Living. The fate of the
equity Interest in Epworth Villa, held by Epworth Living, will be
determined by the actions of the Impaired classes of Claims,
to-wit: If any Class of Impaired Claims does not accept the Plan,
then the Class 5 Interests shall be cancelled and extinguished
under the Plan; if all Classes of Impaired Claims accept the Plan,
then the Class 5 Interest Holder shall retain its Interests.
Accordingly, Class 5 Interests are Impaired.
On the Effective Date, Epworth Villa, the Issuer, and the Holder(s)
of Existing Bond Claim(s) shall undertake and consummate the
Restructuring Transaction, under which, among other things, the
Series 2023A Bonds shall be issued, and the Series 2023B Bonds and
the Series 2023C Bonds shall be issued and exchanged for the
Existing Bonds, upon the terms and conditions stated in and
provided for in the Series 2023 Bond Documents. Eighty-five percent
of the Existing Bonds shall be exchanged for the Series 2023B
Bonds, and the remaining fifteen percent plus accrued and unpaid
interest on the Existing Bonds shall be exchanged for the Series
2023C Bonds.
The Bankruptcy Court has scheduled December 18, 2023 at 9:30 a.m.
as the hearing to consider confirmation of the Plan.
A full-text copy of the Fourth Proposed Disclosure Statement dated
November 14, 2023 is available at https://urlcurt.com/u?l=p2UrIE
from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Graydon Dean Luthey, Jr., Esq.
Sidney K. Swinson, Esq.
Mark D.G. Sanders, Esq.
GABLEGOTWALS
110 N. Elgin Avenue, Suite 200
Tulsa, Oklahoma 74120-1495
Telephone: 918.595.4800
Facsimile: 918.595.4990
Email: dluthey@gablelaw.com
sswinson@gablelaw.com
msanders@gablelaw.com
About Central Oklahoma
Central Oklahoma United Methodist Retirement Facility, Inc. d/b/a
Epworth Villa is a locally owned not-for-profit Life Plan Community
serving senior adult singles and couples ages 55 and above.
The Debtor filed a Chapter 11 petition (Bankr. W.D. Okla. Case No.
23-12607) on Sept. 29, 2023, with $10 million to $50 million in
assets and $50 million to $100 million in liabilities. Ron Kelly,
president and chief operating officer, signed the petition.
Sidney K. Swinson, Esq. of GABLE & GOTWALS, is the Debtor's legal
counsel.
CENTURY BUILDERS: Seeks to Extend Plan Exclusivity to May 27, 2024
------------------------------------------------------------------
Century Builders Management Inc. asked the U.S. Bankruptcy Court
for the Eastern District of New York to extend its exclusive
period to file a plan of reorganization and disclosure statement
to May 27, 2024.
The Debtor's exclusive filing period is currently set to expire
on November 29, 2023.
The Debtor explained that it needs time to reorganize its
business operations, reach an agreement with the creditors, to
obtain Court approval for the settlement terms and to file a plan
of reorganization and disclosure statement, offering treatment to
the creditors of the estate.
Century Builders Management Inc. is represented by:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
About Century Builders Management
Century Builders Management Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 23-41978) on June 2, 2023, with $810,446 in total assets
and $1,080,393 in liabilities. Gustavo Reyes, president, signed
the petition.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, PC as legal
counsel and Wisdom Professional Services Inc. as accountant.
CONTOUR PROPCO: Seeks to Extend Plan Exclusivity to Jan. 18, 2024
-----------------------------------------------------------------
Contour Propco 1735 S Mission, LLC and Contour Opco 1735 S
Mission, LLC asked the U.S. Bankruptcy Court for the District of
Nevada to extend the period during which they have the exclusive
right to file a chapter 11 plan of reorganization from September
20, 2023 to January 18, 2024. The Debtors also asked for the
extension of their exclusive period to solicit acceptances
thereof from November 20, 2023 to March 19, 2024.
The Debtors explained that their Chapter 11 cases are unusually
complex due to the nature of their operations, financial
structure, the unique nature of their assets, property rights,
and contracts, and the relatively unusual circumstances giving
rise to the Chapter 11 cases at the outset.
The Debtors claimed that they have actively negotiated
with their creditors and parties in interest making considerable
progress towards confirming a Chapter 11 plan in the Chapter 11
cases including filing the Disclosure Statement and the Plan,
negotiating a path forward on which these Chapter 11 cases can
proceed with Forbright, soliciting acceptances of the Plan
pursuant to the conditionally approved Disclosure Statement, and
aggressively marketing the Debtors' assets in consultation with
Forbright.
The Debtors explained that although they have made significant
strides since the outset of their Chapter 11 cases in their
negotiations with interested parties, much remains to be done.
The Debtors submitted, however, that there remain issues to be
resolved in connection with their case administration efforts in
obtaining confirmation of the Plan and sale of the Debtors'
assets.
About Contour Propco and Contour Opco
Contour Propco 1735 S Mission, LLC and Contour Opco 1735 S
Mission, LLC filed their petitions for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 23-12081) on
May 23, 2023, with $10 million to $50 million in both assets and
liabilities. David Daneshforooz, chief executive officer, signed
the petitions.
Judge Mike K. Nakagawa oversees the cases.
Schwartz Law, PLLC represents the Debtors as bankruptcy counsel.
CONVERGEONE HOLDINGS: $275MM Bank Debt Trades at 76% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which ConvergeOne
Holdings Inc is a borrower were trading in the secondary market
around 23.7 cents-on-the-dollar during the week ended Friday,
November 24, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $275 million facility is a Term loan that is scheduled to
mature on January 4, 2027. The amount is fully drawn and
outstanding.
ConvergeOne Holdings, Inc. operates as a holding company. The
Company, through its subsidiaries, provides managed cloud, cyber
security, enterprises networking, data center, application and
software development, security infrastructure, and hosted
collaboration solutions.
CORE SCIENTIFIC: Amends Secured Mortgage & Other Secured Claims
---------------------------------------------------------------
Core Scientific, Inc., and Its Affiliated Debtors submitted a
Revised Third Amended Plan and Revised Disclosure Statement dated
November 14, 2023.
Class 4 consists of Other Secured Claims. On the Effective Date,
all Allowed Other Secured Claims shall be Reinstated in accordance
with section 1124(2) of the Bankruptcy Code and the applicable
Other Secured Claims Agreement and continued after the Effective
Date in accordance with the terms and provisions of the applicable
Other Secured Claims Agreement, subject to the procedures for
Reinstated Claims set forth in the Plan, including to determine the
applicable Cure Amount.
Class 6 consists of Secured Mortgage Claims. Except to the extent
that a Holder of an Allowed Secured Mortgage Claim (i) agrees to a
less favorable treatment of such Claim or (ii) timely elects the
Mortgage Treatment Election on or before the Voting Deadline, each
such Holder shall receive, in full and final satisfaction,
settlement, release, and discharge of such Claim, on the Effective
Date, or as soon as reasonably practicable thereafter, such
Holder's applicable Mortgage Takeback Debt (the "Default Mortgage
Treatment"). The Mortgage Agreements (and any applicable related
documents) of Holders of Allowed Secured Mortgage Claims receiving
the Default Mortgage Treatment shall be deemed amended to include a
maturity date of December 31, 2025.
Pursuant to the Brown Settlement, Brown Corporation has agreed to
elect the Mortgage Treatment Election on its Ballot. Pursuant to
the Holliwood Settlement, Holliwood LLC has agreed to elect the
Default Mortgage Treatment on its Ballot.
Like in the prior iteration of the Plan, each such Holder of an
Allowed General Unsecured Claim shall receive, in full and final
satisfaction, settlement, release, and discharge of such Claim, on
the later of (a) the Effective Date or as soon as reasonably
practicable thereafter and (b) the first Business Day after the
date that is 30 calendar days after the date such General Unsecured
Claim becomes an Allowed General Unsecured Claim, New Common
Interests with a value, based on Plan Value, equal to 100% of such
Holder's Allowed General Unsecured Claim.
Pursuant to sections 363 and 1123 of the Bankruptcy Code and
Bankruptcy Rule 9019, and in consideration for the classification,
distribution, releases, and other benefits provided under the Plan,
upon the Effective Date, the provisions of the Plan shall
constitute a good faith compromise and settlement of all Claims,
Interests, and controversies relating to the contractual, legal,
and subordination rights that a Claim Holder or an Interest Holder
may have with respect to any Allowed Claim or Interest or any
distribution to be made on account of such Allowed Claim or
Interest, including pursuant to the transactions set forth in the
Restructuring Transactions Exhibit.
On the Effective Date, the New Secured Convertible Notes Documents
shall be executed and delivered. The Reorganized Debtors shall be
authorized to execute, deliver, and enter into and perform under
the New Secured Convertible Notes Documents without the need for
any further corporate or limited liability company action and
without further action by the holders of Claims or Interests.
A copy of the Revised Third Amended Joint Chapter 11 Plan dated
November 14, 2023, is available at https://urlcurt.com/u?l=wnU2UZ
from Stretto, the claims agent.
Attorneys for the Debtors:
Alfredo R. Pérez, Esq.
Clifford W. Carlson, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, TX 77002
Tel: (713) 546-5000
Fax: (713) 224-9511
-and-
Ray C. Schrock, Esq.
Ronit J. Berkovich, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
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: Disclosures & Plan Hearing Set for Dec. 22
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
conditionally approved the adequacy of the disclosure statement
explaining the Third Amended Joint Chapter 11 Plan of Core
Scientific Inc. and its debtor-affiliates.
The Court set Dec. 22, 2023, at 10:00 a.m. (Prevailing Central
Time) for the hearing before the Hon. Christopher M. Lopez to
consider final approval of the Debtors' Disclosure Statement and
confirmation of the Debtors' Amended Chapter 11 Plan.
The deadline to vote to accept or reject the Amended Chapter 11
plan is Dec. 13, 2023, at 5:00 p.m. (Prevailing Central Time).
Objections to the confirmation of the Plan, if any, must be filed
not later than 5:00 p.m. (Prevailing Central Time) on Dec. 15,
2023.
A copy of the Third Amended Joint Chapter 11 Plan dated Nov. 10,
2023, is available at https://tinyurl.ph/VqDzZ from Stretto, the
claims agent.
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.
CYTODYN INC: Appoints Jacob Lalezari as Interim CEO
---------------------------------------------------
CytoDyn Inc. announced the appointment of Dr. Jacob Lalezari as
interim CEO, effective Nov. 17, 2023.
Dr. Lalezari will be responsible for leading the Company's
corporate and product development, with a focus on short-term
clinical development and related fundraising. Antonio Migliarese,
who had been serving as interim president since May 2023, in
addition to CFO, will resume his previous role as CFO.
Dr. Lalezari brings over 34 years of industry experience and has
been a longtime adviser to the Company. He previously served as
interim chief medical officer of CytoDyn during 2020, and has been
a member of the Company's scientific advisory board for the past
several years. Dr. Lalezari has been the CEO and Medical Director
of Quest Clinical Research since 1996, and also served as the Chief
Medical Officer of Virion Therapeutics in 2018. Dr. Lalezari has
served as Principal Investigator for Phase I, II, and III clinical
studies of new therapies for such viral diseases as HIV/AIDS, CMV,
HPV, HSV, Hepatitis B and C, influenza, RSV, and COVID-19,
including clinical trials conducted by the Company. His work has
been published extensively and he is a well-regarded international
speaker and patient advocate. Dr. Lalezari received his M.D. from
the University of Pennsylvania, his M.A. from the University of
Virginia, and his B.A. from the University of Rochester. He also
holds a board certification from the American Board of Internal
Medicine.
Tanya Urbach, Board Chair, commented, "On behalf of the Board, we
are thrilled to have Dr. Lalezari step in as our interim CEO while
we work to conclude our search for the right CEO candidate to lead
the Company for the long-term. Dr. Lalezari is a widely known and
respected figure in our industry and brings expertise and
experience that directly correlate with the short-term needs of the
Company. We anticipate Dr. Lalezari working with us for the next
few months while the Company resolves the clinical hold and makes
key decisions as it relates to getting back into clinical trials
and evaluating strategic partnerships. With his industry
relationships and knowledge, we believe Dr. Lalezari is uniquely
suited to keep the Company's clinical strategy and potential
partnership initiatives moving."
Dr. Lalezari stated, "I am eager to help CytoDyn move forward its
corporate objectives. Indeed, I agreed to serve as interim CEO due
to my belief in leronlimab and its potential. I have worked with
leronlimab (and previously PRO 140) for almost 20 years, and I am
pleased to step in during this critical juncture in which the
Company seeks to come off clinical hold, get back to conducting
trials and develop a drug that helps patients. I believe the
Company can make significant and immediate progress on a number of
key objectives."
Under the Employment Agreement, Dr. Lalezari will be entitled to
receive the minimum salary required by law for an exempt employee
and health and welfare benefits provided under the Company's
benefit plans. The Employment Agreement does not provide for the
payment of cash bonus or equity compensation or severance
benefits.
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com-- is a clinical-stage biotechnology company
focused on the development and commercialization of leronlimab, an
investigational humanized IgG4 monoclonal antibody (mAb) that is
designed to bind to C-C chemokine receptor type 5 (CCR5), a protein
on the surface of certain immune system cells that is believed to
play a role in numerous disease processe. CytoDyn is studying
leronlimab in multiple therapeutic areas, including infectious
disease, cancer, and autoimmune conditions.
CytoDyn reported a net loss of $79.82 million for the year ended
May 31, 2023, compared to a net loss of $210.82 million for the
year ended May 31, 2022. As of May 31, 2023, the Company had
$11.29 million in total assets, $120.79 million in total
liabilities, and a total stockholders' deficit of $109.51 million.
San Jose, California-based Macias Gini & O'Connell LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated Sept. 13, 2023, citing that the
Company incurred a net loss of approximately $70,146,000 for the
year ended May 31, 2023 and has an accumulated deficit of
approximately $832,012,000 through May 31, 2023, which raises
substantial doubt about its ability to continue as a going concern.
CYXTERA TECHNOLOGIES: Exclusivity Period Extended to Jan. 30, 2024
------------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey extended the exclusive periods of Cyxtera
Technologies, Inc. and its affiliates to file a chapter 11 plan
and solicit acceptances thereof to January 30, 2024 and April 1,
2024, respectively.
Cyxtera Technologies, Inc. and its affiliates are represented by:
Edward O. Sassower, Esq.
Christopher Marcus, Esq.
Derek I. Hunter, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Email: edward.sassower@kirkland.com
christopher.marcus@kirkland.com
derek.hunter@kirkland.com
- and -
Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
Felice R. Yudkin, Esq.
COLE SCHOTZ P.C.
Court Plaza North, 25 Main Street
Hackensack, NJ 07601
Tel: (201) 489-3000
Email: msirota@coleschotz.com
wusatine@coleschotz.com
fyudkin@coleschotz.com
About Cyxtera Technologies
Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc.
-- https://www.cyxtera.com/ -- is a global data center company
providing retail colocation and interconnection services. The
Company provides a suite of connected and automated
infrastructure and interconnection solutions to more than 2,300
enterprises, service providers and government agencies around the
world -- enabling them to scale faster, meet rising consumer
expectations and gain a competitive edge.
Cyxtera and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853)
on June 4, 2023. In the petition signed by Eric Koza, chief
restructuring officer, the Debtor disclosed up to $131 million in
assets and up to $2.679 billion in liabilities.
Judge John K. Sherwood oversees the case.
The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis
International LLP as general bankruptcy counsel, Cole Schotz P.C.
as co-bankruptcy counsel, Guggenheim Securities, LLC as
investment banker, AlixPartners LLP as restructuring advisor, and
Kurtzman Carson Consultants LLC as noticing and claims agent.
An ad hoc group of first lien lenders is represented by Gibson,
Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as
financial advisor.
On June 20, 2023, the U.S. Trustee for Region 3 appointed an
official committee to represent unsecured creditors. The
committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal
counsel and Alvarez & Marsal North America, LLC, as financial
advisor.
D&S ENTERPRISES: Holly Miller of Gellert Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq.,
at Gellert Scali Busenkell & Brown, LLC, as Subchapter V trustee
for D&S Enterprises, Inc.
Ms. Miller will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Miller declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Holly S. Miller, Esq.
Gellert Scali Busenkell & Brown, LLC
1628 John F. Kennedy Boulevard, Suite 1901
Philadelphia, PA 19103
Phone: (215) 238-0012
Fax: (215) 238-0016
Email: hsmiller@gsbblaw.com
About D&S Enterprises
D&S Enterprises, Inc., a company in Bernville, Pa., filed Chapter
11 petition (Bankr. E.D. Pa. Case No. 23-13318) on Nov. 2, 2023,
with $1 million to $10 million in both assets and liabilities. Scot
Powell, president, signed the petition.
Judge Patricia M. Mayer oversees the case.
Mark S. Haltzman, Esq., at Silverang Rosendzweig & Haltzman, LLC
serves as the Debtor's legal counsel.
DFS HOLDING: Goldman Sachs MML Marks $867,000 Loan at 67% Off
-------------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its $586,000
loan extended to DFS Holding Company, Inc. to market at $286,000 or
33% of the outstanding amount, as of September 30, 2023, according
to Goldman Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan to DFS Holding Company, Inc.
The loan accrues interest at a rate of 12.42% (S +7.00%) per annum.
The loan matures on January 31, 2029.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
DFS Holding Company, Inc. operates as a holding company. The
Company, through its subsidiaries, provides investment services.
DIOCESE OF ALBANY: Will Mediate Chapter 11 Abuse Claims Liability
-----------------------------------------------------------------
Vince Sullivan of Law360 reports that, saying that reaching a
settlement should be the focus of the Roman Catholic Diocese of
Albany's Chapter 11 case, a New York bankruptcy judge on Wednesday,
November 21, 2023, referred core case issues about the extent of
abuse liability and insurance coverage to mediation.
The Diocese filed a motion to refer various case issues to
mediation.
In order for a mediation of this case to be successful, the Diocese
believes it is vital that all parties that would ultimately
participate in developing a process for evaluating claims and
funding a plan to address all claims under a Chapter 11 Plan,
including claims alleging the Debtor and/or related entities are
liable for damages stemming from their purported negligence in
connection with the alleged sexual abuse injuries, and St. Clare's
Pensioners to the extent the Debtor is determined to be liable in
the St. Clare's Action, participate in the mediation. The Debtor
requested that these parties participate in the mediation (i) the
Debtor; (ii) the Non-Debtor Entities (iii) the Official Committee
of Tort Claimants; (iv) the Official Committee of Unsecured
Creditors; (v) the Insurers; and (vi) such other parties as the
Court directs.
Albany's Chapter 11 case is the 33rd diocesan or religious
organization chapter 11 case filed since 2004. Of the 32 prior
comparable cases, to date, 22 of those cases have resulted in the
confirmation of a reorganization plan. In virtually all of those
cases, the plan was either jointly proposed by the debtor and the
official committee with the insurers' support or by the debtor with
the committee's and insurers' consent.
About The Roman Catholic Diocese of Albany
The Roman Catholic Diocese of Albany is a religious organization in
Albany, N.Y. It covers 13 counties in Eastern New York, including
a portion of the 14th county. Its Mother Church is the Cathedral of
the Immaculate Conception in the city of Albany.
New York's Child Victims Act, which took effect in August 2019,
temporarily sets aside the usual statute of limitations for
lawsuits to give victims of childhood sexual abuse a year to pursue
even decades-old claims. Hundreds of new lawsuits have been filed
against churches and other institutions since the law took effect
on Aug. 14, 2019.
Facing the financial weight of new sexual misconduct lawsuits, at
least four of the eight Roman Catholic dioceses in the state, has
already sought Chapter 11 protection. The dioceses that have
declared bankruptcy include the Diocese of Rochester and the
Diocese of Rockville Centre on Long Island.
The Catholic Diocese of Albany sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on
March 15, 2023. In the petition filed by Fr. Robert P. Longobucco,
the Debtor estimated assets between $10 million and $50 million and
liabilities between $50 million and $100 million.
Judge Robert E. Littlefield, Jr. oversees the case.
The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel;
Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott
& Associates, PC as financial advisor; and Bonadio & Co., LLP as
accountant. Donlin, Recano & Company, Inc. is the claims and
noticing agent.
On April 17, 2023, the U.S. Trustee for Region 2 appointed two
separate committees to represent unsecured creditors and tort
claimants in the Debtor's Chapter 11 case.
The unsecured creditors' committee tapped Lemery Greisler, LLC, as
legal counsel; Dundon Advisors, LLC as financial advisor; and
OneDigital Investment Advisors, LLC as special investment
consultant.
Stinson, LLP and OneDigital Investment Advisors serve as the tort
committee's legal counsel and special investment consultant,
respectively.
DIOCESE OF CAMDEN: Says Modified Plan Already Confirmable
---------------------------------------------------------
Insurers for the bankrupt Roman Catholic Diocese of Camden said in
a court filings that latest in a succession of proposed Chapter 11
plans should be rejected, saying it didn't remedy the flaws in
previous attempts.
In response to objections by insurers to the First Modified Eighth
Amended Plan of Reorganization, the Diocese of Camden, New Jersey
and its Official Committee of Tort Claimant Creditors said they
have made all of the changes necessary for the Modified Plan to be
confirmed.
The Court had directed the Plan Proponents to modify the Eighth
Amended Plan to:
(a) streamline certain provisions to more clearly preserve the
Insurers' coverage obligations for, and potential coverage defenses
to, Abuse Claims;
(b) provide for an unbiased method to liquidate Abuse Claims
which are subject to coverage by the Insurers;
(c) implement appropriate mechanisms to deny facially invalid
claims;
(d) clarify the judgment reduction clause; and
(e) ensure compliance by counsel to survivors of sexual abuse
with New Jersey Court Rules governing attorney fees and expenses.
"Having made all the revisions necessary to address the Court's
concerns, the Plan Proponents are finally poised, after more than
three years in bankruptcy and hundreds of hours of arduous
meditation sessions among many stakeholder groups, to confirm a
consensual plan of reorganization that is overwhelmingly supported
by every class of creditors. The Modified Plan will create a
settlement trust to distribute funds to Survivors, many of whom
have been waiting decades to be compensated for the egregious harm
they suffered. The Trust will be administered by a Trust
Administrator, who the Court has already approved, and will allow
the Diocese, a nonprofit religious institution revered by many, to
continue its charitable mission in southern New Jersey," the
Diocese said.
The Insurers -- who are not voting creditors -- have dropped
another tome on the docket, designed to contort and misconstrue the
Modified Plan, confuse the Court, and advance their agenda of
delay.
"The Insurers' end game is clear: forestall, by any means
necessary, confirmation of a plan of reorganization that will lead
to an efficient and fair adjudication of Abuse Claims while
allowing the Trust to pursue the Insurers to honor their coverage
obligations for Abuse Claims that the Insurers agreed to bear
decades ago," the Diocese said.
The Insurers are: (i) Certain Underwriters at Lloyd's, London,
Catalina Worthing Insurance Ltd f/k/a HFPI (as Part VII transferee
of Excess Insurance Company Ltd. and London & Edinburgh Insurance
Company Ltd.), RiverStone Insurance (UK) Ltd. (as successor in
interest to Terra Nova Insurance Company Ltd), and Sompo Japan
Nipponkoa Insurance Company of Europe Limited (f/k/a The Yasuda
Fire & Marine Insurance Company of Europe Ltd.) ("LMI"); (ii)
Interstate Fire & Casualty Company; and (iii) Century Indemnity
Company, as successor to CCI Insurance Company, as successor to
Insurance Company of North America.
About The Diocese of Camden, NJ
The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized under
Canon Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
The petition was signed by Reverend Robert E. Hughes, vicar General
and vice president. At the time of the filing, the Debtor had
total assets of $53,575,365 and liabilities of $25,727,209. Judge
Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland &
Baumann, LLC, is the Debtor's legal counsel.
EAST WIND SNACK: Salvatore LaMonica Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq.,
at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for
East Wind Snack Corp.
Mr. LaMonica will be paid an hourly fee of $675 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. LaMonica declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Salvatore LaMonica, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Phone: 516-826-6500
Email: sl@lhmlawfirm.com
About East Wind Snack
East Wind Snack Corp. filed Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 23-44025) on Nov. 2, 2023, with up to $50,000 in assets
and $100,001 to $500,000 in liabilities.
Judge Elizabeth S. Stong oversees the case.
Michael D. Siegel of Siegel & Siegel, P.C. represents the Debtor as
legal counsel.
ECUO REAL: Charles Persing of Bederson Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Charles Persing, a
certified public accountant at Bederson, LLP, as Subchapter V
trustee for ECUO Real Holdings, Inc.
Mr. Persing will be paid an hourly fee of $490 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Persing declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Charles N. Persing, CPA/CFF, CVA, CIRA, CFE
Bederson LLP
100 Passaic Avenue, Suite 310
Fairfield, NJ 07004
Phone: (973) 530-9181
Fax: (862) 926-2481
Email: cpersing@bederson.com
About ECUO Real Holdings
ECUO Real Holdings, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-44002) on Oct. 30, 2023, with $1 million to $10 million in
assets and $500,001 to $1 million in liabilities. The petition was
filed pro se.
Judge Nancy Hershey Lord oversees the case.
EMERGENT BIOSOLUTIONS: Finds Errors in 2022 Annual Report
---------------------------------------------------------
Emergent BioSolutions Inc. disclosed in a Current Report on Form
8-K filed with the Securities and Exchange Commission that on Nov.
16, 2023, the Audit and Finance Committee of the Board of Directors
of the Company, based on the recommendation of, and after
consultation with, the Company's management and independent
registered public accounting firm, concluded that the Company's
previously issued audited consolidated financial statements as of
and for the year ended Dec. 31, 2022 included in the Company's
Annual Report on Form 10-K for the year ended Dec. 31, 2022 should
no longer be relied upon due to certain errors in the calculation
and review of the Company's net state deferred tax liability, the
correction of which is material to the Company's results of
operations included in the 2022 Annual Report. Similarly, related
earnings releases, press releases, shareholder communications,
investor presentations or other communications describing relevant
portions of the Affected Financials should no longer be relied
upon.
The errors in the Affected Financials were identified during the
Company's quarterly review process related to the preparation of
its unaudited condensed consolidated financial statements for the
three and nine months ended Sept. 30, 2023. The errors were
associated with state tax rates and the interplay with the naked
credit used in calculating the net state deferred tax liability,
which are non-cash items that resulted in an understatement of the
Company's income tax benefit of $11.7 million for the year ended
Dec. 31, 2022. Because the correction of this misstatement is
material to the previously reported results of operations included
in the 2022 Annual Report, the Audit Committee concluded that the
2022 Annual Report should no longer be relied upon. In addition,
the Company determined that it is appropriate to revise the
Affected Financials to correct other unrelated errors that were
previously addressed as out-of-period adjustments in previously
filed financial statements that were not material, individually or
in the aggregate, to those previously filed financial statements.
Controls and Procedures
Due to the discovery of this error, the Company's management
re-evaluated the effectiveness of the Company's internal control
over financial reporting as of Dec. 31, 2022 and identified a
material weakness in the Company's ICFR that existed as of Dec. 31,
2022, relating to the calculation and review of the Company's net
state deferred tax liability. As a result of this newly identified
material weakness, Management's Report on Internal Control Over
Financial Reporting and the opinion of Ernst & Young LLP, the
Company's independent registered public accounting firm, on the
effectiveness of the Company's internal control over financial
reporting as of Dec. 31, 2022, included in the 2022 Annual Report,
should no longer be relied upon. The Company will provide further
specifics on the material weakness in its internal control over
financial reporting and its remediation plan in its amendment to
the 2022 Annual Report.
Next Steps
As a result of the misstatements, the Company plans to restate its
consolidated financial statements for the year ended Dec. 31, 2022
as well as Management's Report on Internal Control Over Financial
Reporting as of Dec. 31, 2022, and include them in an amendment to
the 2022 Annual Report that it intends to file with the Securities
and Exchange Commission as soon as practicable. Additionally, the
Company intends to file the Company's Quarterly Report on Form 10-Q
for the period ended Sept. 30, 2023 as soon as practicable. The
Company previously filed a Form 12b-25 with the SEC on Nov. 9, 2023
in connection with the delayed filing of the Quarterly Report.
About Emergent Biosolutions
Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threats. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 1, 2023, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Credit
Agreement, has a working capital deficiency, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
ENDO INTERNATIONAL: Lenders Offer DOJ, IRS $465M to Push Sale
-------------------------------------------------------------
Bankrupt Endo International Plc's senior lenders are weighing a
payment to US federal agencies of up to $465 million to settle
objections to the lenders' proposed $6 billion takeover of the drug
manufacturer.
Under the proposal, the federal agencies would receive $364.9
million over 10 years in equal installments after either the
closing of the proposed sale or the filing of a Chapter 11 plan,
according to a term sheet filed by a group of first lien lenders
Monday, Nov. 20, 2023, in the US Bankruptcy Court for the Southern
District of New York.
To recall, on Nov. 23, 2022, the Debtors filed their motion for an
order establishing bidding procedures for the sale of substantially
all of the Debtors' assets. On July 18, 2023, prior to the sale
objection deadline, the United States, on behalf of the Internal
Revenue Service, the U.S. Department of Justice, the U.S.
Department of Health and Human Services, and the U.S. Department of
Veterans Affairs, by its attorney, Damian Williams, United States
Attorney for the Southern District of New York, filed an objection
to the Motion. Following the filing of the USG Objection, the
United States and the Ad Hoc First Lien Group voluntarily resumed
mediation.
The Ad Hoc First Lien Group on Nov. 20, 2023, shared with the Court
a Term Sheet providing for a summary of key terms under discussion
in the interest of reaching a potential resolution of the USG
Objection and certain related claims and disputes and is the
product of Mediation discussions among certain representatives of
the United States and certain representatives of the Ad Hoc First
Lien Group has been filed with the Bankruptcy Court.
Key Terms of DOJ-Ad Hoc First Lien Resolution as provided in the
Term Sheet:
1. $364.9 million nominal, payable over 10 years in equal
installments with the first payment payable 12 months after the
closing of the sale or the effective date of a chapter 11 plan for
the Debtors (the "Plan") (such date, the "Resolution Effective
Date"). The parties agree that in any sale or plan scenario, the
transaction will be treated as a taxable sale of assets for federal
income tax purposes. The Ad Hoc First Lien Group is not prepared
to have the Resolution Obligor (defined as Newco, in the event of a
sale, or the ultimate parent of the reorganized business in the
event of a Plan) fund the full $364.9 million payment ($200 million
on a net present value basis based on the discounting factors in 1a
below), and is in the process of mediating with other
constituencies the extent to which any constituencies will provide
contributions to such payment.
a. The Resolution Obligor can elect to pre-pay the balance
in whole or in part at any time using the following discounting
factors: (i) 10 year, equal installment payment stream (or such
amounts remaining to be paid under the original 10-year schedule)
and (ii): 12.75% annual discount rate. For the avoidance of doubt,
if the Resolution Obligor elects to prepay the entire amount on the
Resolution Effective Date, the payment would be $200 million.
b. DOJ will have a one-time election to demand the $200
million payment on the Resolution Effective Date.
2. $100 million contingent note payable annually based on EBITDA
outperformance during the calendar years 2024-2028, the material
terms of which note are set forth on Exhibit 1 hereto.
3. If DOJ doesn't elect to receive the upfront payment detailed
in 1b above, should the Resolution Obligor file for bankruptcy
prior to full satisfaction of the cash payment obligations herein,
the unpaid balance would receive priority status in a subsequent
bankruptcy case of the Resolution Obligor.
4. Parties agree that (a) no tax credits or other potentially
beneficial tax attributes (such as net operating losses) are
acquired by the Newco from the Debtors in the event of a sale or by
any party (including the Reorganized Debtor) in the event of a
reorganization, and (b) the Resolution Obligor’s tax basis in the
acquired or post-emergence assets (as applicable) will be
stipulated to be in the range of $3.5 billion to $4.65 billion,
with such tax basis to be established by the Resolution Obligor
following the Resolution Effective Date pursuant to a fair market
valuation of such assets by a nationally recognized accounting firm
retained by the Resolution Obligor.
5. This deal is subject to satisfactory resolution of the
criminal and civil fraud claims against the Debtors related to the
sale and marketing of opioid products, the financial component of
which will be included within the payments described in paragraphs
1-2, and shall be acceptable to the DOJ, Debtors and the Ad Hoc
First Lien Group.
6. These considerations would satisfy all prepetition and
administrative claims of the government against the Debtors.
7. The Debtors and Ad Hoc First Lien Group will resolve any
outstanding objections from the US Trustee to the proposed
transaction.
About Endo International
Endo International plc (OTC: ENDPQ) is a generics and branded
pharmaceutical company. It develops, manufactures, and sells
branded and generic products to customers in a wide range of
medical fields, including endocrinology, orthopedics, urology,
oncology, neurology, and other specialty areas. On the Web:
http://www.endo.com/
On Aug. 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11 proceedings
(Bankr. S.D.N.Y. Lead Case No. 22-22549).
On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and
Operand Pharmaceuticals Holdco III Limited each filed a voluntary
Chapter 11 petition also in the U.S. Bankruptcy Court for the
Southern District of New York. On May 31, 2023, Operand
Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited
each filed a voluntary Chapter 11 petition also in the Southern
District of New York.
The Company's cases are jointly administered before the Honorable
James L. Garrity, Jr.
Endo initiated the financial restructuring process after reaching
an agreement with a group of its senior debtholders on a
transaction that would substantially reduce outstanding debt,
address remaining opioid and other litigation-related claims, and
best position Endo for the future. This would allow the Company to
advance its ongoing business transformation from a strengthened
financial position to create compelling value for its stakeholders
over the long term.
Endo's India-based entities are not part of the Chapter 11
proceedings. The Company has filed recognition proceedings in
Canada and expects to file similar proceedings in the United
Kingdom and Australia.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as
legal counsel; PJT Partners, LP as investment banker; and Alvarez &
Marsal North America, LLC as financial advisor. Kroll
Restructuring Administration, LLC, is the claims agent and
administrative advisor. A Website dedicated to the restructuring
is at http://www.endotomorrow.com/
Roger Frankel, the legal representative for future claimants in the
Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners,
LLC, as investment banker.
EVANGELICAL RETIREMENT: Unsecureds to Get 0% in Liquidating Plan
----------------------------------------------------------------
Evangelical Retirement Homes Of Greater Chicago, Incorporated d/b/a
Friendship Village Of Schaumburg filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a First Amended
Disclosure Statement with respect to First Amended Chapter 11 Plan
of Liquidation dated November 14, 2023.
The Debtor is a private Illinois not-for-profit corporation that
owns and operates a continuing care retirement community ("CCRC")
in Schaumburg, Illinois. The community (the "Community"), is known
as Friendship Village of Schaumburg and is currently home to
approximately 600 residents.
The Plan is a liquidating Chapter 11 plan that contemplates the
sale of substantially all the Debtor's Assets to the Purchaser,
free and clear of all Liens, Claims, encumbrances, or interests.
The sale process, which was approved by the Bid Procedures Order,
resulted in the Stalking Horse Bid, with a cash purchase price of
approximately $33,000,000 with additional future financial and
other commitments to Participating Current Residents.
An auction was conducted at the offices of Polsinelli PC on Oct.
20, 2023 and such auction, which was adjourned, ultimately closed
on Oct. 24, 2023 after the Debtor announced IL CCRC LLC as the
winning bidder (the "Winning Bidder"). The proposed transaction,
reflected in the form of asset purchase agreement filed on October
26, 2023, provides the Debtor and its estate with more than $35.5
million in cash consideration, not including payment of accrued
paid time off obligations in the amount of approximately $626,000
and $2 million to former residents. The Sale Hearing to consider
approval of the sale to the Winning Bidder was conducted on
November 8, 2023, and, following the hearing, the Court approved
the sale transaction and ordered the Debtor to submit a revised
form of sale order (the "Sale Order").
Upon the Sale Closing, all Net Sale Proceeds therefrom, after
payments required under the Plan to pay any unpaid Allowed
Administrative Expense Claims, Priority Tax Claims, Professional
Fee Claims, DIP Facility Claims, and U.S. Trustee Fees, shall be
paid to the Estate to be distributed as set forth in the Plan.
Additionally, the Debtor is marketing real estate, the Huntley
Property. Any net sale proceeds from a successful sale of this
property will be distributed to holders of Allowed Claims pursuant
to the Plan in accordance with the Bankruptcy Code.
Additionally, the Debtor is marketing real estate, the Huntley
Property. The net sale proceeds from the sale of this property
shall be distributed to creditors pursuant to the Plan in
accordance with the Bankruptcy Code.
Class 7 consists of General Unsecured Claims. Holders of General
Unsecured Claims shall not receive any Distribution on account of
such General Unsecured Claims, which shall be discharged,
cancelled, released, and extinguished as of the Effective Date, and
shall be of no further force or effect. The allowed unsecured
claims total $4,002,000.00. This Class will receive a distribution
of 0.00% of their allowed claims. Class 7 is Impaired.
Holders of Interests in the Debtor shall not receive any
Distribution on account of such Interests, and such Interests shall
be terminated on the Effective Date.
Consistent with the APA, substantially all the Assets in the Estate
shall be sold to the Purchaser, free and clear of all Liens,
Claims, Encumbrances, and Interests pursuant to Bankruptcy Code
section 1123(a)(5)(D), with all such Liens, Claims, Encumbrances
and Interests attaching automatically to the Net Sale Proceeds in
the same manner, extent, validity and priority as existed on the
Closing Date. Net Sale Proceeds will be distributed pursuant to the
Plan.
The Bond Trustee shall receive the following on account of the Bond
Claims on the Effective Date, or as soon as practicable thereafter,
the Net Sale Proceeds of the Sale, less any amounts required to be
distributed to (i) certain other Allowed Claims, and (ii) fund the
Wind Down Budget; provided that any funds remaining in the Wind
Down Reserve shall be paid to the Bond Trustee in accordance with
the treatment of Allowed Bond Claims. All Distributions made on
account of the Bond Claims shall be paid to the Bond Trustee, and
the Bond Trustee shall make further distributions to the Holders of
the Bonds in accordance with the 2017 Bond Documents.
A full-text copy of the First Amended Disclosure Statement dated
November 14, 2023 is available at https://urlcurt.com/u?l=rHKILz
from PacerMonitor.com at no charge.
Counsel to the Debtor:
Trinitee G. Green, Esq.
Polsinelli PC
2950 N. Harwood, Suite 2100
Dallas, Texas 75201
Telephone: (214) 397-0030
Facsimile: (214) 397-0033
Email: tggreen@polsinelli.com
- and -
Jeremy R. Johnson, Esq.
Polsinelli, PC
600 3rd Avenue, 42nd Floor
New York, NY 10016
Tel: (212) 684-0199
Fax: (212) 684-0197
Email: jeremy.johnson@polsinelli.com
- and -
Bruce Dopke, Esq.
Dopkelaw LLC
1535 W. Schaumburg Road, Suite 204
Schaumburg, IL 60194
Telephone: (847) 524-4811
Email: bd@dopkelaw.com
About Evangelical Retirement Homes
of Greater Chicago
Evangelical Retirement Homes of Greater Chicago, Incorporated
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Ill. Case No. 23-07541) on June 9, 2023. In the
petition signed by its chief executive officer, Michael Flynn, the
Debtor disclosed $10 million to $50 million in assets and $100
million to $500 million in liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Bruce C. Dopke, Esq., at Dopkelaw, LLC and
Polsinelli, PC as legal counsels, and WYSE Advisors, LLC as
financial advisor.
The U.S. Trustee for Region 11 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Crane, Simon, Clar & Goodman.
FARRAND ST. ASSOCIATES: Unsecureds Will Get 100% Dividend in Plan
-----------------------------------------------------------------
Farrand St. Associates, LLC, filed with the U.S. Bankruptcy Court
for the District of New Jersey a Combined Plan of Reorganization
and Disclosure Statement dated November 14, 2023.
The Debtor is a single asset real estate entity which owns a 75,000
square foot warehouse facility located at 46-50 Farrand Street,
Bloomfield, New Jersey 07003 (the "Warehouse Property").
The Warehouse Property is occupied by Solid State Inc. pursuant to
a lease under which Solid State Inc. is currently paying real
property taxes and insurance, as well as all lienable utilities and
operating costs. Pursuant to this lease, Solid State Inc. will also
commence paying rent to the Debtor of $34,500 per month on January
1, 2024. Michael Kaufman, the Debtor's principal, also holds an
indirect interest in Solid State Inc. through a family trust.
The Debtor acknowledged in its bankruptcy petition that it was a
"single asset real estate entity" under Section 362(d)(3)(B) of the
Bankruptcy Code, which provision imposed upon the Debtor an
obligation to either file a plan of reorganization or commence
payments to NuBridge within 90 days of the Filing Date. That date
is November 14, 2023. Pursuant to Section 362(d)(3)(B) of the
Bankruptcy Code, the Debtor has filed this Combined and Disclosure
Statement before November 14, 2023.
Payments to NuBridge will commence on January 1, 2024 in the amount
of $34,500.00 per month, and will continue until the Warehouse
Property is sold.
The Plan is a reorganizing plan and contemplates the continuation
of the Debtor's business and retention of pre-petition assets of
the Debtor, but also a prompt sale of the Debtor's primary asset, a
75,000 square foot warehouse facility located at 46-50 Farrand
Street, Bloomfield, New Jersey 07003.
Pursuant to the Plan, Debtor will fund a 100% dividend to allowed
unsecured creditors and satisfy the Debtor's secured obligation to
first mortgagee NuBridge Commercial Lending, LLC, from the proceeds
of an anticipated sale of the Warehouse Property.
The Debtor scheduled non-disputed unsecured claims totaling
$160,790.
Class 2 consists of General Unsecured Claims. Unsecured Creditors
shall receive 100% of allowed claims, payable on or before June 30,
2024, upon the upon the sale of the Warehouse Property. This Class
is impaired.
The payments to NuBridge due under this Plan will be funded by the
rents received by the Debtor from Solid State, Inc. The Receiver
shall be dispossessed, and Solid State, Inc. shall be instructed to
directly remit all rents directly to NuBridge until sale of the
Property. Payments to administrative claims of the Debtor (Fees due
to the Office of the United States Trustee and the fees of
attorneys and other professionals) shall be funded by the Debtor's
principal, Michael Kaufman. These payments shall also represent new
value to, inter alia, pay allowed administration costs inclusive of
professional fees for the Debtor.
On Confirmation of the Plan, all property of the Debtor, tangible
and intangible, including, without limitation, licenses, furniture,
fixtures and equipment, will revert, free and clear of all Claims
and Equitable Interests except as provided in the Plan, to the
Debtor. The Receiver shall be dispossessed. The Debtor expects to
have sufficient cash on hand to make the payments required on the
Effective Date.
A full-text copy of the Combined Plan and Disclosure Statement
dated November 14, 2023 is available at
https://urlcurt.com/u?l=gEMUB1 from PacerMonitor.com at no charge.
Debtor's Counsel:
Stephen B. McNally, Esq.
McNALLYLAW, LLC
93 Main Street, Suite 201
Newton, NJ 07860
Tel: 973-300-4260
Fax: 973-300-4264
E-mail: steve@mcnallylawllc.com
About Farrand St. Associates
Farrand St. Associates, LLC, owns a 75,000 square foot storage
facility located at 46-50 Farrand Street, Bloomfield, New Jersey
valued at $15.68 million. The Facility is occupied by Solid State
Inc. – paying $34,500 a month in rent. The Lease commences on
Jan. 1, 2024 and ends Dec. 31, 2024.
Farrand St. Associates filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No.
23-17163) on August 18, 2023. The petition was signed by Michael
Kaufman as president. At the time of filing, the Debtor disclosed
$15,685,000 in assets and $9,962,790 in liabilities.
Judge John K. Sherwood presides over the case.
Stephen B. McNally, Esq. at McNALLYLAW, LLC, is the Debtor's
counsel.
FLUID CONSTRUCTION: Unsecureds to Split $18K in Consensual Plan
---------------------------------------------------------------
Fluid Construction, Inc., filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization dated
November 16, 2023.
The Debtor is a full-service commercial construction company,
providing a skilled labor force for underground site development
projects across the State of Florida.
The Debtor's principal place of business is located at 1064 West
Highway 50, Suite 215, Clermont, FL 34711. The Debtor leases the
premises from Progressive Real Estate Holdings, LLC.
Class 1 consists of the Secured Claim of ClearFund. This Claim is
secured by a lien on the ClearFund Collateral. The Class 1 Secured
Claim is approximately $1,300.00. This Class is Impaired. The
Debtor shall pay or cause to be paid the Secured Claim of ClearFund
in full on the Effective Date.
Class 2 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: Debtor proposes to pay unsecured
creditors a pro rata portion of $18,000. Payments will be made in
equal quarterly payments of $18,000.00. Payments shall commence on
the fifteenth day of the month, on the first month that begins
after the Effective Date and shall continue quarterly for eleven
additional quarters. Pursuant to Section 1191 of the Bankruptcy
Code, the value to be distributed to unsecured creditors is greater
than the Debtor's projected disposable income to be received in the
3-year period beginning on the date that the first payment is due
under the plan.
* Nonconsensual Plan Treatment: Debtor proposes to pay
unsecured creditors a pro rata portion of $14,488.00, its projected
Disposable Income. If the Debtor remains in possession, plan
payments shall include the Subchapter V Trustee's administrative
fee which will be billed hourly at the Subchapter V Trustee's then
current allowable blended rate. Plan Payments shall commence on the
April 30, 2024, shall continue yearly for two additional years on
April 30. The initial projected annual payment shall be $4,000.00.
Holders of class 3 claims shall be paid directly by the Debtor.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor's business.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the Plan of Reorganization dated November 16,
2023 is available at https://urlcurt.com/u?l=BA1gII from
PacerMonitor.com at no charge.
Counsel for Debtor:
Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Fluid Construction
Fluid Construction Inc. is a company in Clermont, Fla., which
offers construction and repair or restoration services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03376) on Aug. 18,
2023, with $142,852 in assets and $2,339,979 in liabilities.
Charles Tirri, chief executive officer, signed the petition.
Judge Lori V. Vaughan oversees the case.
Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC represents the
Debtor as bankruptcy counsel.
FREE SPEECH: Alex Jones and Creditors Submit Rival Chapter 11 Plans
-------------------------------------------------------------------
Hilary Russ of Law360 reports that Alex Jones' creditors have
proposed a Chapter 11 plan framework in Texas that would let the
bankrupt right-wing conspiracy theorist choose between liquidating
his assets or paying $85 million of liabilities over 10 years,
while Jones' company proposed a rival reorganization plan in its
parallel bankruptcy case.
Jones' Free Speech Systems, LLC, on Nov. 18, 2023, filed a
Subchapter V Plan that anticipates paying claimants 100% of their
allowed claims. The Debtor's ability to continue in operation and
generate revenue is entirely dependent upon Alex Jones' commitment
to continue to broadcast for the five year term of the Plan. Mr.
Jones and FSS have reached an agreement on the terms of his
employment following the Effective Date of the Plan. That
agreement has not been approved as of the date this Plan was filed
and is opposed by the Plaintiffs.
In Jones' personal Chapter 11 case, the Official Committee of
Unsecured Creditors and the Sandy Hook Families on Nov. 22, 2023,
issued a statement regarding their proposal for a chapter 11 plan
as a viable path out of bankruptcy. The Committee and the Sandy
Hook Families do not believe that the plan just filed by FSS will
advance the Chapter 11 cases absent a global resolution involving
both the FSS estate and the Jones estate. On the other hand, the
Plan proposed by the Committee and the Sandy Hook Families provides
a framework for Jones -- at his exclusive option and with the
requisite creditor support—to either: (i) implement an orderly
liquidation; or (ii) obtain a consensual release from more than
$1.5 billion in largely nondischargeable judgments in exchange for
adherence to a 10-year, fixed-payment schedule that pays creditors
a small fraction of the amount of their claims, while preserving
(in both scenarios) valuable estate causes of action against third
parties.
In October 2023, the Bankruptcy Court entered a Stipulation and
Agreed Order submitting the disputes between FSS and the Sandy Hook
Plaintiff's to mediation before the Honorable Marvin Isgur. The
Bankruptcy Court terminated the mediation due to the reported lack
of progress in arriving at a settlement.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million. M
elissa A Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz are representing Alex Jones.
GAI VAPE: Fine-Tunes Plan Documents
-----------------------------------
GAI Vape, LLC, d/b/a Vape 108, and its affiliates submitted a
Modified Plan of Reorganization dated November 14, 2023.
Hunter G. Arms and William R. Gehrke (the "Individuals") are the
owners and sole members of GAI Vape, LLC dba Vape 108 ("GAI Vape")
and GAI Remodeling, LLC dba Indigo Remodeling ("GAI Remodeling").
The Individuals are entrepreneurs whom operate small businesses in
Wisconsin and Illinois.
This Plan is being proposed under subchapter V of chapter 11 of the
Code. It proposes to pay creditors of the Debtors from the future
and income and cash flow from business operations.
The Individuals project that they will have $-6,304 net of taxes
and expenses on a monthly basis, or $75,642on an annual basis. The
Individual debtors' financial projections show they will have
projected disposable income of $378,210. That amount is used in
the
Plan.
GAI Vape projects that it will have projected annual disposable
income of $91,954, or the Debtors' financial projections show that
the Debtors will have projected disposable income of $459,770. The
Individuals will continue to manage GAI Vape under the Plan and
receive monthly compensation of $7,050 before taxes, which
compensation is devoted to funding in part the projections.
The final Plan payment is expected to be paid five years after the
effective date. Secured creditors will be paid over a longer
period
of time.
This Plan provides for full payment of administrative expenses in
the GAI Vape case on the effective date of the Plan. As for the
Individual case, an amount that will pay at least the fees due the
subchapter V trustee in full with a partial payment to the
Individuals' chapter 11 counsel will be paid with the balance paid
at a rate of $2,000 until paid in full, estimated to be 24 months.
Class 7A consists of all non-priority unsecured claims allowed
under Section 502 of the Code against GAI Vape are in Class 7A and
will
share on a pro rata basis from $67,500 paid over five years in
equal quarterly installments, commencing on March 15, 2024 after
any fees of the Subchapter V Trustee are paid for the continuing
involvement to monitor payments.
Any non-priority unsecured claim arising from the guaranty of a
claim deemed fully secured under the Plan shall receive no
distribution under Class 7A. Instead, the guaranty shall be
modified to conform with the terms of the Plan and continue to
guaranty the amount of the claim that is deemed to be fully
secured.
Class 7B consists of all non-priority unsecured claims against the
Individuals are in Class 7B and will share on a pro rata basis
from
a total of $138,360 paid in equal quarterly installments of $3,318
for the first two years after the Effective Date and then in equal
quarterly installments of $9,318 for the last three years,
commencing on March 15, 2024 after any fees of the Subchapter V
Trustee are paid for the continuing involvement to monitor
payments. Class 7B claim holders shall also receive on a pro rata
basis distribution from any federal or state tax return received
by
the Individuals over the five-year term of the plan. The
distribution from any federal or state tax return shall be
included
in the next quarterly installment due under the Plan.
During the Plan period, the Individuals agree that they will not
make any changes to their W-4, employee's withholding certificate,
unless the change is predicated on a change in household size or
number of dependents. Any non-priority unsecured claim arising
from
the guaranty of a claim deemed fully secured under the Plan shall
receive no distribution under Class 7B. Instead, the guaranty
shall
be modified to conform with the terms of the Plan and continue to
guaranty the amount of the claim that is deemed to be fully
secured.
The Debtors shall implement the Plan through future income from
the
Individuals' employment and operations of GAI Vape. In addition,
the holders of allowed claims in Class 7B shall be entitled to
receive on a pro-rata basis amounts from any federal or state tax
refund the Individuals receive during the period of the Plan.
A full-text copy of the Modified Plan dated November 14, 2023 is
available at https://urlcurt.com/u?l=4lrKuX from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Kerkman & Dunn
Evan P. Schmit, Esq.
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202-3744
Phone: 414.277.8200
Facsimile: 414.277.0100
Email: eschmit@kerkmandunn.com
About GAI Vape
GAI Vape, LLC, d/b/a Vape 108, owns and operates a retail store
located in West Allis, Wisconsin.
The Debtor filed a Chapter 11 petition (Bankr. E.D. Wisc. Case No.
23-22644) on June 9, 2023, with $100,001 to $500,000 in assets and
liabilities.
Judge G. Michael Halfenger oversees the case.
Nicholas Kerkman of Kerkman & Dunn is the Debtor's Counsel.
GREATER FELLOWSHIP: Unsecureds Will Get 9.92% over 60 Months
------------------------------------------------------------
Greater Fellowship Ministries, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of Arkansas a Combined Disclosure
and Amended Plan of Reorganization for Small Business dated
November 14, 2023.
The Debtor is a Church Ministry founded by Rev. Esau Watson, Jr. in
1997. Rev. Watson is the Pastor and CEO of the Debtor.
Debtor was organized by filing its Articles of Organization with
the Arkansas Secretary of State on December 2, 1997, as an Arkansas
Domestic Nonprofit Religious Corporation. Debtor primarily holds
worship services on Sundays and Wednesdays but is also an unpaid
Sponsor of a HUD housing project across the street from the church
in Pine Bluff Arkansas.
Debtor was greatly impacted by the COVID-19 National Public Health
Emergency which lasted from March 13, 2020, until May 11, 2023, in
the United States. Debtor's only creditor in the bankruptcy, Meadow
River Investments, L.L.C. initiated a Complaint for Foreclosure
March 1, 2022, based on Debtor's failure to pay a $1,160,000.00
Note as agreed to by the terms on the Note. Meadow River obtained a
Judgment for Foreclosure on February 6, 2023. Debtor filed for
bankruptcy March 13, 2023.
This Amended Plan proposes to pay creditors of the Debtor from cash
flow from operations of its ministry operations and/or any other
future income. Certain items of information and disclosure are
contained within this document and are offered by the Debtor to
provide the requisite level of disclosure to allow conditional
approval of this document, subject to final hearing.
This Amended Plan provides for 1 class of secured claims, 1 class
of unsecured claims, and 1 class of equity security holder
interests. Unsecured creditors holding allowed claims will be paid
from a dividend pool that is not less than the projected disposable
income of the Debtor to be received during the 5-year period
beginning on the date that the first payment is due under the
Amended Plan.
Debtor estimates that there will be a disposable income pool for
unsecured creditor claims over the term of this Amended Plan and,
therefore, Debtor will pay a dividend of approximately 9.92%
percent to allowed unsecured creditors. This Amended Plan is being
proposed as a 60-month Amended Plan.
Class 2 consists of the unsecured claim of Meadow River
Investments, LLC in the amount of $722,704.61, which is the result
of the cramdown of their secured claim to the value of their
secured claim. If Debtor defaults on its payments Meadow River
shall have the remedies. This class shall receive a distribution of
60 monthly dividends of $1,195.07 totaling $71,704.20. This
unsecured payout is sufficient to satisfy the minimum distribution
required by the Liquidation Analysis which is only $71,704.15. This
Class is impaired.
Class 3 Equity interest holders are parties who hold an equity
interest in the Debtor, to wit: Rev. Esau Watson, Irish J.
Warfield, Joseph Knowlton, LeWatis Garret, and Stephen Walker and
the Equity Interest Holders of the Debtor. Equity security holders
shall retain their full interest in the Debtor. All interests in
the Debtor shall be undisturbed by confirmation of this Amended
Plan. This class is unimpaired.
Debtor will continue to operate the current business of the Debtor,
and the payments called for in this Amended Plan will be made from
cash flow from such business income and/or any other future income.
Debtor may maintain bank accounts under the confirmed Amended Plan
in the ordinary course of business. Debtor may also pay ordinary
and necessary expenses of the administration of the Amended Plan in
due course.
A full-text copy of the Amended Plan dated November 14, 2023 is
available at https://urlcurt.com/u?l=GsaVLq from PacerMonitor.com
at no charge.
Debtor's Counsel:
Frank H. Falkner, Esq.
Dilks Law Firm
P.O. Box 34157
Little Rock, AR 72203
Telephone: (501) 244-9770
Facsimile: (888) 689-7626
Email: ldilks@dilkslawfirm.com
frank@dilkslawfirm.com
About Greater Fellowship Ministries
Greater Fellowship Ministries, Inc., a tax-exempt religious
organization, filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Ark. Case No. 23-10710) on March 13,
2023. In the petition filed by Esau Watson, chief executive officer
(CEO), the Debtor disclosed $100,000 to $500,000 in assets and $1
million to $10 million in liabilities.
Judge Bianca M. Rucker oversees the case.
Frank H. Falkner, Esq., at Dilks Law Firm, serves as the Debtor's
counsel.
GREENIDGE GENERATION: Jordan Kovler Appointed CEO
-------------------------------------------------
Greenidge Generation Holdings Inc. announced that Jordan Kovler has
been appointed to replace David Anderson as the Company's chief
executive officer.
Mr. Anderson will remain on the Company's Board of Directors and
will become Chairman of the Board, replacing Timothy Fazio in that
role, who will remain on the Company's Board as a director. All of
the executive transitions, which have been approved by the Board,
are effective as of Nov. 16, 2023.
Mr. Kovler has served as a director on Greenidge's Board since
March 2023, working closely with management and the Board on cost
containment, stakeholder engagement and strategic initiatives. Mr.
Kovler brings a unique mix of experience in technology and Web3,
capital allocation and M&A, investor engagement and corporate
governance expertise that will help drive the next phase of
Greenidge's growth.
Mr. Anderson commented: "On behalf of the entire Board, we are
pleased to welcome Jordan as our new Chief Executive Officer. His
differentiated experience and ability to build Web3 organizations
using innovative approaches make him well-suited to lead Greenidge
as our industry continues to evolve. I have seen first-hand his
ability to assess our capital needs and engage meaningfully with
stakeholders, employees and partners alike. I look forward to
working with Jordan in my new role as Chairman and am confident
that he will position Greenidge for future growth while focusing on
driving shareholder value."
"I am excited for the opportunity to lead Greenidge during this
next phase of our lifecycle. Having recently eliminated over half
of our net debt through strategic restructuring efforts - in large
thanks to Dave's leadership - we are now well-positioned to develop
new sites, enter adjacent industries, drive tangible progress and
create value for shareholders," said Mr. Kovler. "We have a
skilled team of industrial operators and engineers with the ability
to build and manage best-in-class datacenters. With access to some
of the lowest cost natural gas in North America and stranded
electrical assets within the Atlas portfolio, we will have a
pipeline of new sites to leverage building datacenters for AI and
cryptocurrency mining. This will add to our steady mix of hosting,
self-mining and energy revenue to help propel future growth, while
we also pursue opportunistic M&A. This is an exciting time for
Greenidge, and I look forward to supporting progress, growth and
value creation for all stakeholders."
In connection with his employment by the Company as CEO, Mr. Kovler
entered into an Offer Letter with the Company, effective Nov. 16,
2023, pursuant to which Mr. Kovler will receive a base annual
salary in the amount of $350,000. In addition, Mr. Kovler will
receive (i) a one-time sign-on bonus equal to a 15-day pro rated
portion of the Base Salary, and (ii) a one-time grant of (A)
$200,000 worth of the Company's Class A common stock and (B)
100,000 non-qualified stock options pursuant to the Company's
Amended and Restated 2021 Equity Incentive Plan. The Sign-On
Options shall be exercisable at the market price of GGHI Common
Stock on the date of grant and shall vest over a three year period
in equal annual installments. In addition, Mr. Kovler will be
eligible to receive an annual target bonus of up to 50% of the Base
Salary in either cash or equity of the Company (or any combination
of cash and equity), subject to such terms and performance
conditions as determined by the Board.
Greenidge recently announced the reduction of $85.3 million in debt
through strategic deleveraging transactions, representing over half
of its total net debt.
Jordan Kovler Biography
Jordan Kovler has served as a director on Greenidge's Board since
March 2023 and possesses valuable experience in corporate
governance, shareholder engagement and the Web3 industry. In 2016,
he co-founded consulting and proxy advisory firm, Harkins, Kovler,
Leventhal & Co., LLC and has served as a Managing Director since
the firm's founding. At HKL & Co., he helps management teams and
boards of directors develop long-lasting programs to increase
shareholder value through strategy development, investor engagement
and transparent disclosures. He is also a strategic advisor to
multiple technology and Web3 companies, including developers of
cryptocurrencies and tokens, where he helps drive innovation and
growth. Prior to co-founding HKL & Co., he worked at proxy
solicitation firm D.F. King & Co., Inc. for several years in
increasingly senior roles, including as Senior Vice President and a
member of the Executive Committee. Mr. Kovler holds a Bachelor of
Arts degree from Trinity College.
About Greenidge Generation
Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically
integrated cryptocurrency datacenter and power generation company
that owns and operates facilities at two locations with a mining
capacity of 76 MW: the Town of Torrey, New York and Spartanburg,
South Carolina.
Dallas, Texas-based Armanino LLP, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company incurred a loss from operations
and generated negative cash flows from operations during the year
ended Dec. 31, 2022. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
GROM SOCIAL: Inks First Amendment to Generating Alpha SPA
---------------------------------------------------------
Grom Social Enterprises, Inc., disclosed in a Form 8-K filed with
the Securities and Exchange Commission that it entered into a first
amendment agreement to the Securities Purchase Agreement originally
dated Nov. 9, 2023 with Generating Alpha Ltd., a Saint Kitts and
Nevis Corporation.
Pursuant to the Amendment, the Original SPA was amended by deleting
in its entirety Section 2.01(b) thereof, pursuant to which the
Company was to issue to the Investor at (1) the First Closing a
Warrant for 1,514,073 shares of Common Stock with an exercise price
of $1.78 per share of Common Stock and (2) the Second Closing a
Warrant for 1,514,073 shares of Common Stock with an exercise price
of $0.001 per share of Common Stock, and replacing it with the
current Section 2.01(b) of the SPA, pursuant to which the Company
shall issue to the Investor at (1) the First Closing (a) a Warrant
for 757,036 shares of Common Stock with an exercise price of $1.78
per share of Common Stock and (b) a Warrant for 757,036 shares of
Common Stock with an exercise price of $.001 per share of Common
Stock and (ii) the Second Closing (a) a Warrant for 757,036 shares
of Common Stock with an exercise price of $1.78 per share of Common
Stock and (b) a Warrant for 757,036 shares of Common Stock with an
exercise price of $.001 per share of Common Stock.
About Grom Social Enterprises Inc.
Boca Raton, Florida-based Grom Social Enterprises, Inc. --
www.gromsocial.com -- is a media, technology and entertainment
company that focuses on (i) delivering content to children under
the age of 13 years in a safe secure platform that is compliant
with the Children's Online Privacy Protection Act ("COPPA") and can
be monitored by parents or guardians, (ii) creating, acquiring, and
developing the commercial potential of Kids & Family entertainment
properties and associated business opportunities, (iii) providing
world class animation services, and (iv) offering protective web
filtering solutions to block unwanted or inappropriate content.
Grom Social reported a net loss of $16.77 million for the year
ended Dec. 31, 2022, compared to a net loss of $10.22 million
forthe year ended Dec. 31, 2021.
Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company's significant operating losses and negative cash flows from
operations raise substantial doubt about its ability to continue as
a going concern.
GUARDIAN FUND: Exclusivity Period Extended to December 7
--------------------------------------------------------
Judge Hilary L. Barnes of the U.S. Bankruptcy Court for the
District of Nevada extended Guardian Fund, LLC's exclusive time
period to file a plan of reorganization from August 9, 2023 to
December 7, 2023.
The judge also extended the Debtor's exclusive period to solicit
acceptances of its plan to February 5, 2024.
Guardian Fund, LLC is represented by:
Stephen R. Harris, Esq.
Norma Guariglia, Esq.m
HARRIS LAW PRACTICE LLC
850 E. Patriot Blvd., Suite F
Reno, NV 89511
Tel: (775) 786-7600
Email: steve@harrislawreno.com
norma@harrislawreno.com
About Guardian Fund
The WendellLa and Nancy King Family Trust and several other
creditors represented by Jeffrey L. Hartman filed a Chapter 7
involuntary petition (Bankr. D. Nev. Case No. 23-50117) against
Guardian Fund, LLC, a company in Reno, Nev., on March 17, 2023.
On April 11, 2023, Guardian Fund filed a Chapter 11 voluntary
petition (Bankr. D. Nev. Case No. 23-50233). At the time of the
filing, Guardian Fund reported $10 million to $50 million in
assets and $50 million to $100 million in liabilities.
On April 27, 2023, the Nevada bankruptcy court approved the
stipulation filed in both cases by Guardian Fund and the
petitioning creditors. The order directed the consolidation of
the two cases, with Case No. 23-50177 as the lead case, and set
the Chapter 11 petition date to March 17, 2023. Judge Natalie M.
Cox oversees the case.
The Debtor tapped Harris Law Practice, LLC and Excelsis
Accounting Group as legal counsel and accountant, respectively.
On May 10, 2023, the U.S. Trustee for Region 17 appointed an
official committee to represent unsecured creditors. Sallie B.
Armstrong, Esq., at McDonald Carano, LLP serves as the
committee's legal counsel.
Jeffrey Golden, Esq., is the examiner appointed in the Debtor's
Chapter 11 case.
HALO BRANDED: Goldman Sachs Marks $6.2MM Loan at 25% Off
--------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $6,241,000 loan extended to
Halo Branded Solutions, Inc to market at $4,701,000 or 75% 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 to Halo Branded Solutions, Inc. The loan accrues interest at a
rate of 9.92% (S+4.50%) per annum. The loan matures on June 30,
2025.
Goldman Sachs BDC 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.
Halo Branded Solutions, Inc provides promotional marketing
products. The Company offers calendars, keychains, tags, novelty
items, toys, personalized bags, drinkware, pens, stationery, and
promotional apparel products.
HONOR HN: Goldman Sachs Marks $2.8MM Loan at 90% Off
----------------------------------------------------
Goldman Sachs BDC, Inc has marked its $2,802,000 loan extended to
Honor HN Buyer, Inc. to market at $294,000 or 10% 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 to Honor HN Buyer, Inc. The loan accrues interest at a rate of
11.29% (S+ 5.75%) per annum. The loan matures on October 15, 2027.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Honor HN Buyer, Inc is in the Health Care Providers & Services
business.
HONOR HN: Goldman Sachs Marks $9.9MM Loan at 60% Off
----------------------------------------------------
Goldman Sachs BDC, Inc has marked its $9,979,000 loan extended to
Honor HN Buyer, Inc. to market at $3,947,000 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 is a participant in a First Lien Senior Secured
Debt to Honor HN Buyer, Inc. The loan accrues interest at a rate of
11.29% (S+ 5.75%) per annum. The loan matures on October 15, 2027.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Honor HN Buyer, Inc is in the Health Care Providers & Services
business.
ICIMS INC: 87% Markdown for $4.1MM Goldman Sachs Loan
-----------------------------------------------------
Goldman Sachs BDC, Inc has marked its $4,199,000 loan extended to
iCIMS, Inc. to market at $565,000 or 13% 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 iCIMS, Inc. The loan accrues interest at a rate of
12.14% (S+6.75%) per annum. The loan matures on August 18, 2028.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
iCIMS, Inc. provides software solutions. The Company offers
cloud-based enterprise recruiting platform that empowers
organizations to attract, engage, retain, and hire workforce. iCIMS
serves customers worldwide.
INFINERA CORP: Receives Nasdaq Notice Regarding Late Form 10-Q
--------------------------------------------------------------
Infinera announced that it received a delinquency notification
letter from the Listing Qualifications Staff of The Nasdaq Stock
Market LLC.
The Notice indicated that Infinera was not in compliance with
Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely
file its Quarterly Report on Form 10-Q for the quarter ended Sept.
30, 2023, as described more fully in Infinera's Form 12b-25
Notification of Late Filing filed with the Securities and Exchange
Commission on Nov. 8, 2023. The Listing Rule requires listed
companies to timely file all required periodic financial reports
with the SEC.
Nasdaq has informed Infinera that it must submit a plan of
compliance by Jan. 9, 2024 addressing how it intends to regain
compliance with Nasdaq's listing rules. Infinera will continue to
work with its auditors with the objective of filing the Form 10-Q
as soon as practicable and will work diligently to submit the Plan
promptly and take the necessary steps to regain compliance as soon
as practicable.
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a global supplier of innovative open optical
networking solutions and advanced optical semiconductors that
enable carriers, cloud operators, governments, and enterprises to
scale network bandwidth, accelerate service innovation, and
automate network operations.
Infinera Corporation reported a net loss of $76.04 million for the
year ended Dec. 31, 2022, a net loss of $170.78 million for the
year ended Dec. 25, 2021, a net loss of $206.72 million for the
year ended Dec. 26, 2020, and a net loss of $386.62 million for the
year ended Dec. 28, 2019.
* * *
Egan-Jones Ratings Company on August 10, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Infinera.
INT'L LONGSHORE: Plan Faces Challenges from Creditor
----------------------------------------------------
Greg Miller of FreightWaves reports that one of the world’s
largest and highest-profile dockworker unions, the International
Longshore and Warehouse Union (ILWU), filed for Chapter 11
bankruptcy protection on Sept. 30, seeking to shield itself from a
crippling damage award owed to Philippines-based International
Container Terminal Services Inc. (ICTSI).
But the bankruptcy filing is not the end of the saga. The legal
battle continues.
Under the proposed reorganization plan, the ILWU would give $6.1
million to terminal operator ICTSI, which is substantially all of
its remaining cash, then "rebuild" over the coming years, finally
closing the book on a courtroom fight with ICTSI that began in
2013.
The hearing to confirm the reorganization plan will not take place
until February at the earliest. In the meantime, ICTSI is crying
foul -- and telegraphing arguments it will make to oppose the
plan's confirmation.
ICTSI has argued that ILWU's bankruptcy filing is "what appears to
be forum shopping" and expressed concerns that "the full nature and
extent of the debtor's assets have not been fully disclosed."
ILWU - a small business?
The ILWU filed its case under bankruptcy law's Subchapter 5, a
streamlined process that applies to small businesses with debts of
$7.5 million or less. (That ceiling was previously $2.7 million,
but was raised in March 2020 as part of COVID relief legislation.)
A jury in Oregon decided in November 2019 that the ILWU owed ICTSI
$93.6 million in damages for unlawful labor practices starting in
2013 at ICTSI's terminal in Portland, Oregon.
A judge ruled in March 2020 that the award was too generous and set
maximum damages at $19.06 million — if both sides agreed.
ICTSI didn't agree, so a new trial on damages was set to begin in
February 2024, with ICTSI seeking $48 million-$142 million this
time around.
Because the damage amount had yet to be confirmed when the ILWU
filed for bankruptcy, it didn't count against the $7.5 million debt
limit, and the ILWU, which has no bank debt, qualified under
Subchapter 5.
Debt is deemed "liquidated" when the amount is legally certain.
"This debt has not been liquidated," said Judge Hannah Blumenstiel
of the ICTSI damages during the initial Chapter 11 hearing in
October 2023.
"Eligibility [for Subchapter 5] is determined as of the petition
date. And I don't think there's any argument to be made that this
debt was liquidated as of the petition date."
This month, a hearing before Blumenstiel on the ILWU case was
preceded by a bankruptcy hearing for a pancake restaurant called
Stacks. How can a union with 40,000 members serving ports from Los
Angeles to the Pacific Northwest -- whose president, Willie Adams,
speaks with President Joe Biden -- fall in the same category as
Stacks?
The answer is that the ILWU bankruptcy case only applies to the
union management division that lobbies and educates, which has four
officers and 21 support staff. "The locals and affiliate unions are
separate legal autonomous entities and are not debtors or otherwise
involved in this Chapter 11 case," said Adams in his affidavit.
ICTSI’s main focus now is to shed light on how separate these
entities are for the purposes of the bankruptcy case, with the goal
of derailing confirmation of the proposed plan.
Its implied argument is that the ILWU could have a lot more assets
than it lists and shouldn't be allowed to hide from the decade-long
Oregon litigation using a bankruptcy shield for one portion of its
structure.
Alleged 'entanglement' with Longshore Division
ICTSI specifically highlighted the ILWU's Coast Longshore Division
(CLD). According to the ILWU's website, "The core of the union,
historically, has been the Longshore Division."
The terminal operator said in a filing on November 9, 2023,
"Discerning the true nature and extent of the relationship between
the debtor and the CLD has predictably been a primary focus of
ICTSI in the discovery process."
"The various overlaps in management, operations and potentially
assets between the debtor and the CLD, and the absence of any
mention of the CLD in the debtor's schedules of assets and
liabilities or statement of financial affairs, other than three
transfers made within 90 days prepetition, are anticipated to arise
in connection with plan confirmation."
ICTSI said that the ILWU's general counsel, Lindsay Nicholas,
provided testimony at creditor meetings on October 24, 2023 and
November 6, 2023 on the debtor's connections to and interactions
with the CLD.
According to ICTSI, Nicholas testified that the CLD is currenting
paying ILWU legal fees on 11 of its 12 litigation cases — the
ICTSI litigation being the sole exception.
"Nicholas testified that, for more than a decade, the CLD also paid
the ILWU's legal and defense fees incurred in connection with the
ICTSI litigation. However, on the eve of the debtor's bankruptcy
filing, the CLD stopped such payments and that obligation moved to
the debtor."
ICTSI also pointed to annual financial reports called LM-2 forms
that unions file with the Department of Labor.
"Nicholas testified that the CLD historically listed the contingent
liability associated with the ICTSI litigation on its own LM-2
forms," but this was "transferred to the ILWU mere months before
the debtor's bankruptcy filing."
"ICTSI is coming to appreciate the extent of the entanglement
between the debtor and the CLD. ICTSI is further concerned that
this type of entanglement and overlap could extend to other
divisions and entities under the broader ILWU organizational
umbrella."
About The International Longshore and Warehouse Union
The International Longshore and Warehouse Union (ILWU) is an
international labor union that represents a wide range of workers
on the West Coast of the United States, in Hawaii, and in British
Columbia, Canada including dock workers, warehouse workers,
tourism
and hospitality workers, agricultural workers, miners, and others.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal.
Case No. 23-30662) on Sept. 30, 2023, with $1 million to $10
million in assets and liabilities. William E. Adams, president,
signed the
petition. Jason H. Rosell, Esq. of PACHULSKI STANG ZIEHL & JONES
LLP, is the Debtor's legal counsel.
INTELLIGENT MEDICAL: 76% Markdown for Goldman Sachs' $2.9MM Loan
----------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $2,981,000 loan extended to
Intelligent Medical Objects, Inc to market at $712,000 or 24% 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 to Intelligent Medical Objects, Inc. The loan accrues interest
at a rate of 11.38% (S+ 6.00%) per annum. The loan matures on May
11, 2029.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Intelligent Medical Objects, Inc. develops, manages, and licenses
medical terminology and healthcare information technology software
applications. The Company offers solutions for clinical
documentation, decision support, reimbursement, reporting, data
analysis, research, and health education.
INTELLIGENT MEDICAL: Goldman Sachs Marks $1.4MM Loan at 87% Off
---------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $1,490,000 loan extended to
Intelligent Medical Objects, Inc to market at $194,000 or 13% 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 to Intelligent Medical Objects, Inc. The loan accrues interest
at a rate of 11.42% (S + 6.00%) per annum. The loan matures on May
11, 2028.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Intelligent Medical Objects, Inc. develops, manages, and licenses
medical terminology and healthcare information technology software
applications. The Company offers solutions for clinical
documentation, decision support, reimbursement, reporting, data
analysis, research, and health education.
J&P FLASH: Craig Geno Named Successor Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Craig Geno, Esq., at
the Law Offices of Craig M. Geno, PLLC as successor Subchapter V
trustee for J&P Flash, Inc.
Mr. Geno will be paid an hourly fee of $250 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Geno declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Phone: (601) 427-0048
Fax: (601) 427-0050
Email: cmgeno@cmgenolaw.com
About J&P Flash
J&P Flash, Inc., a company in West Memphis, Ariz., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.
Tenn. Case No. 21-23968) on Dec. 1, 2021, with up to $50,000 in
assets and up to $10 million in liabilities. Dwayne Jones, vice
president of J&P Flash, signed the petition.
Judge Denise E. Barnett oversees the case.
Glankler Brown, PLLC serves as the Debtor's legal counsel.
JRGC LLC: Michael Markham Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 21 appointed Michael Markham, Esq., as
Subchapter V trustee for JRGC, LLC.
Mr. Markham, a partner at Johnson Pope Bokor Ruppel & Burns, LLP,
will be paid an hourly fee of $350 for his services as Subchapter V
trustee and will be reimbursed for work-related expenses incurred.
Mr. Markham 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 C. Markham, Esq.
Johnson Pope Bokor Ruppel & Burns, LLP
401 E. Jackson Street, Suite 3100
Tampa, FL 33602
Phone: (727) 480-5118
Email: Mikem@jpfirm.com
About JRGC LLC
JRGC, LLC, a company in Tampa, Fla., owns multiple properties
having an aggregate value of $18.3 million.
JRGC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04975) on Nov. 2,
2023, with $18,300,202 in assets and $9,714,612 in liabilities.
Jordan Ruben, managing member, signed the petition.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor
as legal counsel.
JUSTICE SAND: Unsecureds Will Get 7% of Claims over 5 Years
-----------------------------------------------------------
Justice Sand Co., Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas a First Amended Plan of
Reorganization dated November 16, 2023.
The Debtor started operations in August 1998. The Debtor operates
and manufactures and provides a variety of construction materials
and site work to commercial and residential customers business.
The Debtor is currently owned 55% by Rush Claxton and 45% by John
Crain. Rush Claxton is the president and manages all day-to-day
business operations. Rush Claxton will remain the president and
will continue managing operation of the Debtor post-confirmation.
The Debtor had to file bankruptcy due its inability to service its
debt and the aggressive collections efforts of creditors. The debt
burden and collection pressure put an impossible strain on the
business, rendering it unable to continue operations and pay its
employees.
Debtor anticipates having enough business and cash available to
fund the plan and pay the creditors pursuant to the proposed plan.
It is anticipated that after confirmation, the Debtor will continue
in business. Based upon the projections, the Debtor believes it can
service the debt to the creditors.
The Debtor will continue operating its business. The Debtor's Plan
will break the existing claims into seven classes of Claimants.
These claimants will receive cash repayments over a period of time
beginning on the Effective Date. While Debtor's Plan proposes to
pay claims not to exceed 5 years, nothing prevents Debtor from
prepaying its claims.
Class 5 consists of Allowed Unsecured Claims. All allowed unsecured
creditors shall receive a pro rata distribution at zero percent per
annum over the next 5 years beginning not later than the 15th day
of the first full calendar month following 30 days after the
effective date of the plan and continuing every year thereafter for
plan term. Debtor may begin on the 15th day of the month after the
effective date of confirmation, to begin disbursements to the Class
5 claims. Debtor will distribute up to $343,080.31 to the general
allowed unsecured creditor pool over the 5-year term of the plan.
The Debtor's General Allowed Unsecured Claimants will receive 7% of
their allowed claims under this plan. The allowed unsecured claims
total $2,401,689.58.
Class 6 consists of Equity Interest Holders. The current owner will
receive no payments under the Plan; however, they will be allowed
to retain their ownership in the Debtor.
Debtor anticipates the continued operations of the business to fund
the Plan.
A full-text copy of the First Amended Plan dated November 16, 2023
is available at https://urlcurt.com/u?l=E9vDKe from
PacerMonitor.com at no charge.
Debtor's Counsel:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
A. Zachary Casas, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
joshua.gordon@lanelaw.com
zach.casas@lanelaw.com
About Justice Sand Co.
Justice Sand Co., Inc. is a family-owned and operated company that
manufactures and provides construction materials and site work to
commercial and residential customers. The company is based in
Sweeny, Texas.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-80085) on May 8,
2023, with $1,800,713 in assets and $2,975,864 in liabilities.
Brendon Singh, Esq., at Tran Singh, LLP has been appointed as
Subchapter V trustee.
Judge Jeffrey P. Norman oversees the case.
The Debtor tapped The Lane Law Firm as bankruptcy counsel and Green
& McElreath CPAs, PLLC as accountant.
KASEYA INC: 95% Markdown for $350,000 Goldman Sachs MML Loan
------------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its $350,000
loan extended to Kaseya Inc. to market at $16,000 or 5% of the
outstanding amount, as of September 30, 2023, according to Goldman
Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan to Kaseya Inc. The loan accrues
interest at a rate of 11.62% (S + 6.25% (Incl. 2.50% PIK) per
annum. The loan matures on June 25, 2029.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
Kaseya develops IT management software. The Company offers software
suites for the automated monitoring, management, and maintenance of
IT infrastructures. Kaseya serves individuals and organizations
worldwide.
KASEYA INC: Goldman Sachs Marks $1.1MM Loan at 76% Off
------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $1,102,000 loan extended to
Kaseya Inc to market at $260,000 or 24% 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 to Kaseya Inc. The loan accrues interest at a rate of 11.57%
(S + 6.25% (Incl. 2.50% PIK)) per annum. The loan matures on June
25, 2029.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Kaseya is an IT and security management platform that offers remote
management software for the information technology industry.
KASEYA INC: Goldman Sachs MML Marks $351,000 Loan at 76% Off
------------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its $351,000
loan extended to Kaseya Inc. to market at $83,000 or 24% of the
outstanding amount, as of September 30, 2023, according to Goldman
Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan to Kaseya Inc. The loan accrues
interest at a rate of 11.57% (S + 6.25% (Incl. 2.50% PIK) per
annum. The loan matures on June 25, 2029.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
Kaseya develops IT management software. The Company offers software
suites for the automated monitoring, management, and maintenance of
IT infrastructures. Kaseya serves individuals and organizations
worldwide.
KOMBU KITCHEN: Mark Sharf Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a
practicing attorney in Los Angeles, as Subchapter V trustee for
Kombu Kitchen SF, LLC.
Mr. Sharf will charge $660 per hour for his services as Subchapter
V trustee, $195 per hour for his Trustee administrator's services,
and will seek reimbursement for work-related expenses incurred.
Mr. Sharf 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 Sharf, Esq.
6080 Center Drive, 6th Floor
Los Angeles, CA 90045
Telephone: (323) 612-0202
Email: mark@sharflaw.com
About Kombu Kitchen SF
Kombu Kitchen SF LLC is a corporate catering company in
California.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-17276) on Nov. 1,
2023, with $1,748,762 in assets and $1,527,579 in liabilities.
Keven Thibeault, chief executive officer, signed the petition.
Judge Sandra R. Klein oversees the case.
Daniel Weintraub, Esq., at Weintraub Zolkin Talerico & Selth, LLP,
represents the Debtor as legal counsel.
LANDWAVE HOLDINGS: Neema Varghese Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 11 appointed Neema Varghese of NV
Consulting Services as Subchapter V trustee for Landwave Holdings,
LLC.
Ms. Varghese will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Varghese declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Neema T. Varghese
NV Consulting Services
701 Potomac, Ste. 100
Naperville, IL 60565
Tel: (630) 697-4402
Email: nvarghese@nvconsultingservices.com
About Landwave Holdings
Landwave Holdings, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-14829) on Nov. 3, 2023, with as much as $50,000 in both assets
and liabilities.
Judge Deborah L. Thorne oversees the case.
Karen J. Porter of Porter Law Network represents the Debtor as
bankruptcy counsel.
LEGENDS HOSPITALITY: Fitch Puts 'B-' LongTerm IDR on Watch Negative
-------------------------------------------------------------------
Fitch Ratings has placed the ratings for Legends Hospitality
Holding Company LLC, including its Long-Term Issuer Default Rating
(IDR) of 'B-', super-priority revolver issue-level ratings of
'BB-'/'RR1' and senior secured notes that are co-borrowed by
Legends Hospitality Co-Issuer, Inc. of 'B'/'RR3' on Rating Watch
Negative (RWN). On Nov. 7, 2023, the company announced it had
signed a definitive agreement to acquire ASM Global; financial
terms of the transaction were not disclosed.
The RWN reflects the potential for leverage to be sustained above
ratings sensitivities over the next 12 to 24 months post the close
of the transaction given the scale of the acquisition, which could
lead to a Negative Outlook or negative rating outcome.
Nevertheless, Fitch could affirm the ratings on increased
visibility for EBITDA leverage to return to under 7.5x within 12 to
24 months post transaction close. The RWN may take over six months
to resolve, depending on transaction approval and anticipated
close.
KEY RATING DRIVERS
Leverage Elevated Post Transaction: While the financial details of
the transaction were not disclosed, Fitch expects that the scale of
the ASM acquisition could lead to a material increase in Legends'
debt, and leverage could exceed its 7.5x rating sensitivity
post-closing. If Fitch were to gain confidence that upon closing
the transaction, the company's leverage is below or could be
sustained below 7.5x within 12-24 months of transaction close, it
could look to stabilize the company's Outlook.
ASM Acquisition Improves Scale and Diversity: ASM operates over 350
live event venues across five continents, and the acquisition would
significantly increase Legends' scale. Additionally, if the
acquisition were to close, it would expand Legends' exposure to
venue management. While the increased scale is a positive, Fitch
believes there could be execution risk in terms of Legends' ability
to successfully integrate the two businesses.
Legends Stand Alone Drivers
Continued Recovery: Legends experienced major pandemic-related
disruptions, as attendance at live events and attractions was
severely limited and consumers redirected much of their spending
away from experiences toward home-related goods. Fitch believes
that Legends' revenues have recovered from pandemic challenges, and
revenues could exceed $1.5 billion in 2023 (excluding any potential
impact from the ASM acquisition) compared with $871 million in
2019, supported in part by significant new contract wins over the
past several years. Fitch expects 2023 EBITDA (excluding the impact
of ASM) to be in the $90 million range.
While the company has significantly increased its revenue base,
EBITDA margins remain depressed relative to 2019 levels due to
inflation and an increased portion of contracts structured as
management fee agreements. On management fee contracts, Legends
earns an agreed upon set of fees for services resulting in a lower
risk and lower margin arrangement, compared with commission
agreements that provide higher upside but higher risk by allowing
Legends to retain profits after paying a set percent of gross sales
to the venue owners.
Experienced Operator with Strong Competitive Position: Founded in
2008 as a partnership between an affiliate of the Dallas Cowboys
organization and an affiliate of the New York Yankees organization,
Legends has become a leading provider of outsourced facilities
services and consulting for professional and college sports teams,
live entertainment venues and attractions. It offers hospitality
and merchandise services along with full-service consulting and
operations services for the sports, entertainment and attractions
industry.
Legends' unique position as the only fully integrated provider of
services makes it an attractive partner to potential clients
seeking upscale offerings for their customers while providing the
company the inside track on further revenue opportunities that
arise throughout their clients' lifecycle.
Legends' reputation as a provider of premium services and its track
record of improving growth in customer spend has enabled the
company to win key contracts in many high-profile projects, such as
providing its full suite of services for the development of the
SoFi Stadium in Los Angeles, facilitating naming rights deals at
Allegiant stadium in Las Vegas, as well as entering into an
omnichannel retail partnership with premier European soccer club,
Real Madrid. More recently it has grown its attractions business,
winning contracts with the SkyView Observatory in Seattle and
Prudential Tower in Boston.
While Legends competes with several larger, better-capitalized
companies in its core hospitality segment, including Aramark,
Compass Group and Sodexo, it leads in other segments, including the
planning segment, where the company is the premier provider of
feasibility studies in the U.S. and Europe, and its partnerships
segment, where the company has delivered over $2.6 billion in
naming rights and founding partnerships.
Attractive Industry Over Long-Term: Legends' services include
hospitality sales, including on-site food and beverage services
(69% of 2022 revenues); merchandise distribution and sales (15%);
consulting and agency businesses (4%); and attractions operations,
including development and management of properties (4%). Fitch
expects that stable demand will drive long-term organic revenue
growth in the mid-single-digit percent range.
Legends' business model benefits from favorable characteristics
such as long-duration contracts that provide high medium-term
revenue visibility (Legends estimates the profit-weighted average
remaining contract term to be in excess of 15 years); high quality
customers (sports franchise owners tend to be individuals and
consortiums of very high net worth); and captive audiences within
the venues it services.
DERIVATION SUMMARY
Legends' 'B-' rating for the standalone business reflects its
modest scale, adjusted leverage around 6x and minimal to modestly
negative FCF. The rating is supported by the company's strong
liquidity and resilient business model. While the pandemic
substantially disrupted the company's operations, revenue
significantly exceeds pre-pandemic levels despite depressed EBITDA
margins. Fitch expects margin recovery and new contract wins will
support continued EBITDA growth. The RWN reflects the potential for
a sustained increase in leverage, pro forma for the ASM
transaction.
Other similarly rated consumer peers include KDC/one Development
Corporation Inc. (KDC; B-/Stable), as well as quick-serve
restaurant franchisees Sizzling Platter, LLC (B-/Stable) and GPS
Hospitality Holding Company, LLC (GPS; CCC+).
KDC's 'B-' IDR reflects its position as a global leader in custom
formulation, packaging and manufacturing solutions for beauty,
personal care and home care brands, supported by a diverse product
portfolio and long-term customer relationships.
The Stable Outlook reflects Fitch's expectations that EBITDA
leverage will remain above 7x, with leverage at 7.2x at the end of
FY23 (ended April 30) compared to previous expectations for EBITDA
leverage in the mid 6x range and the weakening in interest coverage
metrics due to the increase in borrowing costs. While Fitch expects
EBITDA leverage could improve in fiscal years 2024 and 2025 on
margin recovery supported by cost initiatives, Fitch would require
increased confidence in continued organic EBITDA growth, a
commitment to sustaining leverage below 7x, and generating positive
FCF to consider a positive rating action.
Sizzling Platter's 'B-' IDR considers the company's position as a
leading franchisee in the Little Caesars, Jamba and Wingstop
quick-serve restaurant chains, as well as its limited scale, the
company's acquisitive strategy, and its reliance on Little Caesars
for around 65% of its revenues. Fitch expects EBITDAR leverage
could improve in 2023 to the mid-5x area based on EBITDA of around
$90 million compared with $58 million in 2022. Over the
medium-to-longer term, Fitch expects the company will prioritize
its growth strategy for restaurant expansion through new store
openings and bolt-on acquisitions such that EBITDAR leverage could
be sustained above 6.0x.
GPS's 'CCC+' IDR reflects Fitch's view of a stabilization in sales
and improved operating performance following an extended period of
sales decline and margin contraction, driven by wage and commodity
inflation, notably at the primary brand Burger King (BK; 83% of
units). The improvement in earnings is supported by increased core
capabilities through new kitchen equipment, outdoor digital menus,
new menu offerings, as well as enhanced recruiting platforms that
have helped alleviate staffing challenges.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer On a
Standalone Basis:
- Revenues grow in the mid-to-high single-digit percent range in
2023 resulting in revenues exceeding $1.5 billion, and in the
mid-single-digit range thereafter, driven by price increases and
the benefit from new contracts;
- EBITDA margins improve modestly in 2023 as inflation subsides,
but remain below pre-pandemic levels as lower-margin
commission-based contracts account for a larger portion of revenue
in 2023 and thereafter;
- Break even to modestly negative FCF in 2023;
- Leverage declines to around 6x in 2023.
RECOVERY ANALYSIS
KEY RECOVERY RATING ASSUMPTIONS
For issuers with IDRs of 'B+' and below, Fitch performs a recovery
analysis for each class of obligations. Issue ratings are derived
from the IDR and the relevant Recovery Rating (RR) and notching
based on expected recoveries in a distressed scenario. Fitch takes
the higher of liquidation value or enterprise value (EV, based
multiple applied to the stressed EBITDA) to determine the waterfall
recoveries.
In this case, the Fitch used the enterprise value approach. Fitch's
going-concern EBITDA assumption for Legends assumes that weakening
demand and margin compression results in continued cash burn and
elevated leverage that leads to a debt restructuring. Fitch assumes
that a severe recession results in lower demand for live events
leading to lower concession and seat sales, and lower sales of
sponsorships and budgets for stadium remodels and relocations,
resulting in a 38% decline in EBITDA to around $50 million. Fitch
then adds some EBITDA for contracted new business to arrive at a
going concern EBITDA of $60 million.
Fitch utilizes a 7.0x multiple in calculating Legends' enterprise
value. The multiple considers a number of factors, including the
median exit multiple in the Food, Beverage and Consumer sector in
Fitch's most recent bankruptcy case studies of 6.3x.
Based on the GC EBITDA and EV multiple discussed above, Fitch
arrives at a distributable value of $378 million after assuming 10%
of the estate value is applied to satisfy admin claims. Fitch
assumes the $150 million superpriority revolver is fully drawn and
senior to the secured notes, and treats the secured notes as having
priority over the unsecured PIK notes. Applying the waterfall, the
superpriority revolver is fully covered by the assets, earning an
'RR1'/'BB-' instrument rating. The secured notes are 57% covered
earning an 'RR3'/'B' instrument rating while the unrated unsecured
PIK notes receive no recovery.
RATING SENSITIVITIES
The Following Sensitivities Reflect Legend's Acquisition of ASM:
- Fitch anticipates resolving the RWN following the conclusion of
the acquisition process. The transaction could lead to a Negative
Outlook or downgrade of Legends in the event Fitch projects EBITDA
leverage could sustain above 7.5x beyond a 12 to 24-month window
following transaction close. Final ratings will depend on several
factors including confirmation of the final capital structure,
receiving regulatory approvals, operating trends of the combined
entity, more details around FCF generation and capital allocation
priorities, and potential for deleveraging.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Increased confidence in Legends' ability to improve EBITDA
margins (with EBITDA approaching $100 million over the next 12
months-24 months), generate consistent FCF, and sustain EBITDA
leverage below 6x based on Fitch's projections could result in
positive momentum.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Competitive pressures, reduced attendance at live events, or
operational missteps resulting in further contraction of EBITDA
margins and continued negative FCF or EBITDA leverage sustained
above 7.5x, raising questions about the sustainability of the
company's capital structure.
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity Profile: Legends' liquidity as of June 30, 2023
was around $240 million, with around $120 million available, net of
$30 million of letters of credit outstanding under its revolver and
around $120 million of cash on hand. Fitch expects the company
could generate roughly flat to slightly negative FCF in 2023, in
part driven by up front capex investments to drive growth.
Aside from Legends' $150 million super-priority revolving credit
facility due in 2025, it has $400 million of 5% senior secured
notes due in 2026, and around $150 million senior unsecured PIK
loan due in 2027. The revolver and secured notes are secured on a
first priority basis by substantially all domestic assets of the
company with the revolver benefiting from first-out status with
respect to the collateral. Legends Hospitality Co-Issuer, Inc. is a
co-issuer on the $400 million secured notes. All the debt is
guaranteed by Legends' current and future domestic restricted
subsidiaries, with certain exceptions.
ISSUER PROFILE
Legends Hospitality Holding Company, LLC (Legends) is a leading
provider of outsourced facilities services, and consulting for
professional and college sports teams, live entertainment venues,
and attractions. The company was founded in 2008 by the Dallas
Cowboys and New York Yankees organizations to provide a premium
gameday food and beverage experience for fans.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Legends Hospitality
Co-Issuer, Inc.
senior secured LT B Rating Watch On RR3 B
Legends Hospitality
Holding Company, LLC LT IDR B- Rating Watch On B-
senior secured LT B Rating Watch On RR3 B
super senior LT BB- Rating Watch On RR1 BB-
LIGHT & WONDER: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Light & Wonder, Inc. at 'BB' and Light & Wonder
International, Inc. (collectively, LNW) at 'BB'. Fitch has also
affirmed LNW's senior secured credit facility at 'BBB-'/'RR1' and
LNW's senior unsecured notes due 2028, 2029 and 2031 at 'BB'/'RR4'.
The Rating Outlook is Stable.
LNW's rating reflects its conservative leverage profile and solid
expected FCF margin in the mid-teens for a gaming supplier and
mobile developer. EBITDA leverage declined to 4.3x at 2022 and is
anticipated to be 3.7x at 2023, due to EBITDA growth from continued
strength in its Gaming segment helped by machine sales (both
replacement and expansionary), operations, systems and table, its
iGaming segment and SciPlay.
SciPlay's recent acquisition in October, when LNW bought the
remaining 17% equity interest, added a half turn to the leverage.
Despite this, Fitch believes LNW's credit profile remains
consistent with 'BB', due to robust FCF generation, strong
liquidity and still conservative leverage. The rating is offset by
the company's high exposure to the Gaming segment, which tends to
drive earnings volatility.
KEY RATING DRIVERS
Conservative Leverage: Fitch forecasts LNW to reach 3.7x EBITDA
leverage for 2023, followed by 3.3x in 2024, and decline further
over the forecast horizon. The continued momentum of LNW's gaming
equipment and systems cash flows in 2024, coupled with stable
digital cash flows, will allow LNW to keep its EBITDA leverage
metrics in 2023 and 2024 consistent with 'BB'. Notably, LNW's
strong expected FCF generation and strong liquidity remain
consistent with the rating. LNW still has about $200 million (27%)
available under its 2022 share repurchase program and though
acquisitions currently fall low on its priority list in terms of
capital allocation, the company has the ability to de-lever back
within the its targeted net leverage band of 2.5x-3.5x quickly.
Growing Digital Presence: LNW acquired the 17% remaining interest
of SciPlay, a social gaming and casual mobile gaming operator, for
$496 million in an all-cash transaction in October 2023. Fitch
believes the acquisition is a credit positive given the use of
cash, the subsidiary becoming part of the restricted group,
enhanced balance sheet flexibility and further game development
synergies.
Monthly payer users have increased to 602,000 as of Sept. 30, 2023
from 577,000 as of Sept. 30, 2022, despite monthly active users
decreasing by about 200,000 to 5.7 million over the same period due
to turnover. This improvement, arising from SciPlay's focus on
introducing new content, features and live events in its games, has
resulted in a higher payer conversion rate by 0.9% to 10.6%.
Consequently, SciPlay's market share grew to over 10% in 3Q23 from
7.9% in 2019, aided by the double-digit performance of its four
largest products. However, the company's digital business faces
strong competitive pressures, especially within social gaming, from
Aristocrat Leisure and Playtika, among others. This is offset by
more stable FCF compared with the traditional slot business, as
well as the increased product diversification and scale.
Diversified Product Mix: LNW is a somewhat diversified gaming
supplier with exposure to traditional gaming (slots, tables,
systems and operations), iGaming, social gaming and casual mobile
gaming. Traditional gaming continues to account for about 65% of
its total sales, as the company works on entering new markets and
balancing its digital adjacencies with the traditional slot
industry's highly competitive threats, tepid replacement cycle and
unreliable new casino opening schedule. A majority of LNW's
participation revenue is recurring but since it may not be
contractual, casinos have the option to replace games and suppliers
when they do not meet performance objectives. iGaming has
historically only accounted for approximately 10% of its total
sales but this is anticipated to rise over the mid-to-long term
from its cross-platform approach and scaling of third-party
aggregation.
SciPlay is a strong revenue driver in large part due to the core
social casino business, which continues to generate strong payer
metrics and gain market share. However, the market suffers from low
barriers of entry, heavy R&D and advertisement costs and
entrenchment. Moreover, exposure to social gaming does not
necessarily equate to long-term success as player acquisition and
retention can be expensive and require considerable marketing
resources and there are dozens of competitors. Over the long term,
Fitch views social gaming as having the potential to partially
disrupt more traditional casino operations and suppliers.
Leading Gaming Supplier: The company garners low-20% market share
for both slot sales and installed base of premium slots in North
America, which has come down considerably over the last decade as
peers aggressively entered the market. With this share, the company
comfortably remains a top-three supplier, and the company
consistently rolls out attractive new content and cabinets that
have helped maintain a leading competitive position. There are
signs of stabilizing market share shifts, with the company
registering a relatively stable installed base in North America
since 2021 of just over 30,000 units. While new unit shipments have
increased, they are largely driven by industry-wide replacements
after the pandemic due to a combination of pent-up demand,
alleviation of supply chain challenges and sustained Gross Gaming
Revenue. LNW's table game business is a differentiator relative to
its peers, and also has a strong systems business.
LNW considers Australia as a premium market and a bellwether for
scaling successful games globally and listed on the ASX, serving as
a secondary listing, earlier this year. It has been able to expand
its share in the region, which serves as the home base of
Aristocrat who has a market-leading presence. Asia is another focus
area for the company, with Philippines, Singapore and the
surrounding markets driving improved ship shares.
Strong FCF Generation: Fitch expects the company's FCF generation
and margin will approximate $300 million and 11%, respectively, in
2023 thanks to stronger EBITDA, reduced interest expense and
reduced capital intensity following lottery's divestiture. FCF is
strong relative to the broader gaming industry and in line with
other 'BB' and 'BBB' category suppliers. However, capital intensity
is higher than casino operators given the company's premium slot
business and royalty payments on licenses that are capitalized.
The company's FCF benefits from management's preference for share
repurchases over dividends. Fitch expects a majority of FCF to be
allocated toward repurchases, tuck-in acquisitions to support its
iGaming segment and reinvestments within the business. Fitch does
not anticipate any meaningful debt paydown beyond the current
capital structure ($3.9 billion of debt). The company is expected
to have high flexibility for restricted payments.
Parent Subsidiary Linkage: Fitch applies the strong subsidiary/weak
parent approach under its Parent and Subsidiary Linkage Rating
Criteria. Fitch views the linkage as strong across the company's
entities given the openness of access and control by the parent and
relative ease of cash movement throughout the structure. Fitch
views the entities on a consolidated basis and the IDRs are
linked.
DERIVATION SUMMARY
LNW's rating reflects its conservative leverage profile and solid
expected FCF margin for a gaming supplier and mobile developer. It
also has robust FCF generation, strong liquidity and conservative
leverage (expected to be approximately 3.7x at FYE 2023, down from
4.3x the prior year) through EBITDA growth. LNW is a somewhat
diversified gaming supplier, though traditional gaming continues to
account for approximately 65% of its sales. LNW's leading market
position in the slot segment and greater diversification position
it stronger than peer Everi Holdings (EVRI; BB-/Stable), despite
similar leverage levels.
The company has a similar business mix as peer Aristocrat Leisure
(ALL; BBB-/Stable), which is based out of Australia, but Aristocrat
has a long track record of managing gross leverage below 2.5x.
International Game Technology (IGT; BB+/Stable) also has a credit
profile alike LNW's despite slightly higher leverage, thanks to
meaningful lottery exposure which can withstand higher leverage as
lottery business tends to be resilient and less prone to
recessionary headwinds and economic shocks, threats seen elsewhere
in the gaming industry, resulting in favorable characteristics
relative to other forms of gaming such as less cash flow
volatility, stable low-to-mid single-digit growth rates and higher
profit margins.
Fitch also views LNW's credit profile as stronger than Playtika
Holdings (NR), a pureplay Israeli digital peer that does not have
exposure to the traditional slots, table games, or systems
businesses. On the other hand, Flutter Entertainment (FLTR;
BBB-/Stable), a large Ireland-based bookmaker and online gaming
company with major UK, US and Australia presence, is rated two
notches above LNW reflecting the former's best-in-class scale and
market position among online sports betting and online gaming
services.
LNW's divested lottery business, Scientific Games Holdings LP
(B/Stable), maintains meaningfully higher leverage in the 7x range,
which offsets its lower cash flow cyclicality.
KEY ASSUMPTIONS
- Total revenues increase approximately 14% in 2023 and taper to
low double digits and high single digits over the forecast
horizon;
- Segmentally, gaming sales see a lower percentage change in
installed base and ADR per unit, along with more normalized new
unit shipments and ASP per unit, from a more favorable product
mix;
- SciPlay generates mid-single digit growth in average MAU and
average revenue per DAU in the mid-teens, supported by increased
R&D and tuck-in acquisitions;
- iGaming continues its growth momentum in the low double digit,
supported by the rollout of LNW's Live Dealer platform and other
online market advances;
- EBITDA margins expand to 37% in 2023 and stabilize in the high
30% range over the forecast horizon;
- Capex is approximately 8% of revenues over the forecast horizon.
This includes royalty payments on license obligations;
- Total gross debt balance steady around $3.9 billion (modest
annual term loan amortization);
- Capital allocation is balanced between shareholder returns and
tuck-in M&A in the digital space. Fitch assumes share repurchases
are the primary avenue to return capital to shareholders.
RECOVERY ANALYSIS
Fitch applies the generic approach for issuers in the 'BB' rating
category and equalizes the IDR and unsecured debt instrument
ratings when average recovery prospects are present, as per the
Corporates Recovery Ratings and Instrument Ratings Criteria, as
issuers rated 'BB-' and above are too far from default for a
credible default scenario analysis to be generated, and would
likely generate recovery ratings (RR) that are too high across all
instruments. Where an RR is assigned, the generic approach reflects
the relative instrument rankings and their recoveries, as well as
the higher EV of 'BB' ratings in a generic sense for the most
senior instruments.
Considering the IDR of 'BB', the Category 1 first lien Senior
Secured debt is notched two levels to 'BBB-'/'RR1'.
The unsecured debt is equalized at 'BB'/'RR4'.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA leverage sustaining below 3.0x;
- Diversification in terms of increased market share, entrance into
new markets, and social gaming, mobile gaming and iGaming;
- Expanding footprint in casual gaming demonstrated by successful
launch of new games and/or an increase in user-based metrics (both
paying and non-paying).
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage sustaining above 4.0x;
- Slots business suffering from market share loss or the
deterioration of operating fundamentals;
- Greater revenue concentration in the more cyclical and hit-driven
casual mobile gaming business.
LIQUIDITY AND DEBT STRUCTURE
The company has multiple sources of liquidity that will support its
growth strategy and fund shareholder returns. The company had $891
million of cash as of Sept. 30, 2023 and full availability under
its $750 million revolver. Fitch forecasts the company to generate
FCF of around $300 million-$500 million annually beginning FY 2023.
This will fund continued tuck-in acquisitions in the mobile segment
and an increase in shareholder returns primarily in the form of
repurchases.
Capex is manageable in the context of the company's improved cash
flow from operations, which should remain around 8% of revenue.
This includes 'payments on license obligations' that get reported
in the company's cash flow from financing and are related to
requirement payments on brand licenses that are akin to operating
expenses.
Following the closing of the acquisition of the remaining equity
interests in SciPlay, the subsidiary is expected to become a
restricted subsidiary of the company. The SciPlay $150 million
untapped revolver has been terminated. The full consolidation of
SciPlay should provide for greater financial flexibility.
ISSUER PROFILE
Light & Wonder, Inc. is a leading cross-platform global gaming
company with a focus on content and digital markets. It operates
under three business segments: Gaming, through which it provides
gaming equipment and services to licensed operators; iGaming for
digital gaming content and services; and SciPlay, its mobile and
web platforms offering in the social and casual gaming market.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Light and Wonder
International, Inc. LT IDR BB Affirmed BB
senior unsecured LT BB Affirmed RR4 BB
senior secured LT BBB- Affirmed RR1 BBB-
Light & Wonder, Inc. LT IDR BB Affirmed BB
LIVINGSTON TOWNSHIP: Craig Geno Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Craig Geno, Esq., at
the Law Offices of Craig M. Geno, PLLC as Subchapter V trustee for
Livingston Township Fund One, LLC.
Mr. Geno will be paid an hourly fee of $250 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Geno declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Phone: (601) 427-0048
Fax: (601) 427-0050
Email: cmgeno@cmgenolaw.com
About Livingston Township Fund One
Livingston Township Fund One, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
23-02573) on Nov. 6, 2023, with $1 million to $10 million in both
assets and liabilities. Michael Bollenbacher, managing member,
signed the petition.
Judge Jamie A. Wilson oversees the case.
Eileen N. Shaffer, Esq., represents the Debtor as legal counsel.
LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 38% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Lumen Technologies
Inc is a borrower were trading in the secondary market around 62.2
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $5 billion facility is a Term loan that is scheduled to mature
on March 15, 2027. About $3.90 billion of the loan is withdrawn
and outstanding.
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
LUMEN TECHNOLOGIES: Begins Debt Talks With Lenders Amid Group Split
-------------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that some lenders who
provided Lumen Technologies Inc.'s revolving credit facility have
signed non-disclosure agreements to negotiate a deal with the
company, while others are forming a separate group, according to
people with knowledge of the matter.
Loan agent Bank of America Corp. is working with FTI Consulting as
the struggling telecommunications company tries to lock down
support for a controversial debt restructuring, said the people,
who asked not to be identified discussing a private matter.
Meanwhile, another group of RCF lenders is getting debt advice from
Lazard Ltd., they added.
About Lumen Technologies
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is
an
integrated communications company that provides an array of
communications services to large enterprise, mid-market
enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
MAGENTA BUYER: $750MM Bank Debt Trades at 64% Discount
------------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 36.4
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $750 million facility is a Term loan that is scheduled to
mature on July 27, 2029. The amount is fully drawn and
outstanding.
Magenta Buyer LLC is a provider of cybersecurity software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MARKET SHARE: George Purtill Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 2 appointed George Purtill as
Subchapter V trustee for Market Share, Inc.
Mr. Purtill will be paid an hourly fee of $455 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Purtill declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
George M. Purtill
19 Water Street, P.O. Box 50
South Glastonbury, CT 06073
Office: (860)659-0569
Cell: (860)918-5442
Email: george.m.purtill@snet.net
About Market Share
Market Share, Inc. filed Chapter 11 petition (Bankr. D. Conn. Case
No. 23-20896) on Nov. 3, 2023, with $1 million to $10 million in
both assets and liabilities. Gordon H. Newton, president, signed
the petition.
Judge James J. Tancredi oversees the case.
Jeffrey M. Sklarz, Esq., at Green & Sklarz, LLC represents the
Debtor as legal counsel.
MAV BEAUTY: Seeks CCAA Protection to Commence Sale
--------------------------------------------------
MAV Beauty Brands Inc., Marc Anthony Cosmetics Ltd., Marc Anthony
US Holdings, Inc., Marc Anthony Cosmetics USA, Inc., MAC Pure
Holdings, Inc., MAV Midco Holdings, LLC, Renpure, LLC, Onesta Hair
Care, LLC, and The Mane Choice Hair Solution LLC ("MAV Group") made
an application to the Ontario Superior Court of Justice (Commercial
List) ("Court") and was granted an order ("Initial Order"), which,
among other things, provides for a stay of proceedings pursuant to
the Companies' Creditors Arrangement Act, as amended ("CCAA").
Pursuant to the Initial Order, Alvarez & Marsal Canada Inc. was
appointed as monitor of the business and financial affairs of MAV
Group.
According to court documents, the principal purpose of these CCAA
Proceedings is to stabilize and maintain the MAV Group's business,
obtain additional required liquidity for the business, and
implement a proposed sale of the MAV Group's assets and business
("Transaction") to MAV USA, LLC ("US Purchaser"), an affiliate of
Nexus Capital Management LP ("Nexus"), and one or more of its
designees, including MAV Beauty Canada, Inc. ("Canadian
Purchaser").
The Pre-Filing Report, MAV Group's CCAA application record filed in
respect of the Initial Order, and other Court-filed documents and
notices in these CCAA Proceedings are available on the Monitor's
case Website at: https://www.alvarezandmarsal.com/MAV.
If you have any questions regarding the foregoing or require
further information, please consult the Monitor's Web site
https://www.alvarezandmarsal.com/MAV or should you wish to speak to
a representative of the Monitor, please contact the Monitor at
1-416-847-5157 or by emailing MAV@alvarezandmarsal.com.
Lawyers for MAC Group:
Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, ON M5L 1B9
Ashley Taylor
Tel: 416-869-5236
Email: ataylor@stikeman.com
Philip Yang
Tel: 416-869-5593
Email: pyang@stikeman.com
Rania Hammad
Tel: 416-869-5578
Email: rhammad@stikeman.com
Court-appointed Monitor:
Alvarez & Marsal Canada Inc.
200 Bay Street, Suite 2900
Royal Bank Plaza, South Tower
Toronto, ON M5H 1J9
Stephen Ferguson
Tel: 416-847-5162
Email: sferguson@alvarezandmarsal.com
Greg Karpel
Tel: 416-847-5170
Email: gkarpel@alvarezandmarsal.com
Esther Mann
Tel: 416-847-5186
Email: esther.mann@alvarezandmarsal.com
Ethan Krieger
Email: ekrieger@alvarezandmarsal.com
Lawyers for the Court-appointed Monitor:
Goodmans LLP
333 Bay St. #3400,
Toronto, ON M5H 2S7
Caroline Descours
Tel: 416-597-6275
Email: cdescours@goodmans.ca
Jennifer Linde
Tel: 416-849-6922
Email: jlinde@goodmans.ca
Financial Advisor to MAV Group:
Piper Sandler & Co.
1251 Avenue of the Americas, 39th Floor
New York, NY 10020
Mike Genereux
Tel: 212-284-9574
Email: mike.genereux@psc.com
Daniel Gilligan
Tel: 212-205-1458
Email: dan.gilligan@psc.com
Victor Zhao
Tel: 212-205-1448
Email: victor.zhao@psc.com
MAV Beauty Brands Inc. --
https://investors.mavbeautybrands.com/ir-home/default.aspx --
provides personal care products.
MBMK PROPERTY: Property Sale Proceeds to Fund Plan
--------------------------------------------------
MBMK Property Holdings LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania a Modified Subchapter V
Plan of Reorganization dated November 14, 2023.
The Debtor is a Delaware limited liability company. The Debtor once
owned and operated the Debtor Properties, consisting of 13
residential rental properties.
The Debtor was first organized in August 2018. Its sole member, and
sole Equity Interest holder in this Bankruptcy Case, is MBMK Asset
Management, LLC, a Pennsylvania limited liability company. Prior to
July 6, 2022, the sole members of MBMK Asset Management, LLC were
Mohsin Khawaja and Matthew Breen, each with a 50% interest.
The changes proposed in this Modified Plan are prompted by the
following developments since the filing of the Original Plan:
* On June 14, 2023, the Debtor Properties were turned over to
the Debtor pursuant to the Bankruptcy Court's Order of June 13,
2023. Paul/ALPS, however, continues to be in violation of paragraph
1.g of the Court's June 13, 2023 Order, requiring the filing of an
accounting in accordance with Section 543 (b)(2) of the Bankruptcy
Code by July 3, 2023.
* On August 31, 2023, the Debtor closed on the sale of all the
Debtor Properties pursuant to the Bankruptcy Court's Order of
August 16, 2023 (the "Sale Order"). The Sale Order provided for the
sale of the Debtor Properties free and clear of all liens, claims
and interests, with such liens, claims and interests attaching to
the Net Sale Proceeds in the amount of $1,705,866.71, currently
escrowed with Horizon Title (the "Net Sale Proceeds Escrow").
* The Wilmington Trust Claim Proceedings were filed, including
(i) the Debtor's August 4, 2023, Objection to the Wilmington Trust
Claim (herein, "Objection to Wilmington Trust Claim") and (ii) the
additional claims and requests for relief in the Adversary
Proceeding captioned, MBMK Property Holdings, LLC, v. Wilmington
Trust et al, Adversary Proceeding No. 23-00062-mdc (the "Adversary
Proceeding"), commenced by Complaint (the "Adversary Complaint")
filed on September 18, 2023 against Wilmington Trust, Paul/ALPS and
Bay Management Company of Philadelphia, Inc. ("BMG").
* The Debtor has determined that the Debtor Properties, rents
and leases thereon, were grossly mismanaged and neglected while in
the possession or control of Wilmington Trust, BMG and/or
Paul/ALPS, from approximately December 2020 to June 14, 2023. The
Adversary Proceeding seeks an accounting from these parties for the
resulting Net Asset Value Loss, which is estimated in the Adversary
Complaint to be $1,055,000, as well as additional damages and
relief, that will determine the amount owed on the Wilmington Trust
Claim.
This Modified Plan accordingly simplifies the Original Plan, to
provide for the following:
* The Net Sale Proceeds Escrow of $1,705,886.71 are to be
invested and held in a secure, income producing account, pending
the resolution of the Wilmington Trust Claims Proceedings.
* The cash on hand in the Debtor-in-Possession ("DIP") Account
as of the Effective Date is to be used to pay the estimated
$5,869.12 in Allowed and undisputed Priority Tax, Administrative
Expense Claims, other than then the anticipated Administrative
Expense Claims of Debtor's counsel, Foehl & Eyre, PC, and Debtor's
managing officer, Mohsin Khawaja.
* Upon allowance by the Court, the Administrative Expense
Claims of Debtor's counsel, Foehl & Eyre, PC, and Debtor's managing
officer, Mohsin Khawaja, will be paid in part from the income
generated from investment of the Net Sale Proceeds.
* Upon resolution of the Wilmington Trust Claims Proceedings,
the balance remaining in the Net Sale Proceeds Escrow, the DIP
Account and any recovery in the Wilmington Trust Claims
Proceedings, will be distributed to Wilmington Trust, the holders
of any allowed and unpaid Administrative Expense Claims, and the
Debtor and/or the Debtor's sole member, MBMK Asset Management, LLC;
all in accordance with and subject to the relief granted in the
Wilmington Trust Claims Proceedings.
As of the date of the filing of this Plan, the Net Sale Proceeds
Escrow remains with Horizon Title where it yields no interest or
income. The Sale Order anticipated the Debtor, Subchapter V Trustee
and Wilmington Trust would try to agree to another escrow
arrangement within 30 days of the Sale Order. As of October 11,
2023, the Debtor was prepared to transfer the Net Sale Proceeds
Escrow to a Private Bank Money Market Account at PNC Bank, N.A.,
where it would earn $4.49%. Wilmington Trust has not agreed to that
or proposed any other income-producing escrow vehicle. As a result,
the Net Sale Proceeds Escrow remains with Horizon Title and the
Debtor's Estate is losing approximately $6,382 per month in
income.
Debtor intends to move before the Court to authorize the transfer
of the Net Sale Proceeds Escrow to PNC Bank, or another reputable
and secure financial institution, to provide income to the Estate
until further Order of the Court. The Modified Plan proposes using
a portion of that income to pay Allowed Administrative Expense
Claims, with the balance being distributed in accordance with the
relief granted in the Wilmington Trust Claims Proceedings.
As a result of the sale of the Debtor Properties, the Debtor's
assets have already been liquidated and reduced to cash. There are
no Debtor Properties to be operated or sold, so there is no
contingency or uncertainty concerning the net income or value to be
realized under the Plan. The assets to be distributed are now a
known quantity, with the exception of the amount to be recovered as
damages in the Adversary Proceeding and/or offset against the
Wilmington Trust Claim.
A full-text copy of the Modified Subchapter V Plan dated November
14, 2023 is available at https://urlcurt.com/u?l=kMh4t7 from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Robert B. Eyre, Esq.
Law Offices of Foehl & Eyre, PC
432 North Easton Road
Glenside, PA 19038
Phone: (610)-566-5926, ex. 115
Email: rob@foehllaw.com
About MBMK Property Holdings
MBMK Property Holdings LLC is a limited liability company in
Pennsylvania. MBMK Property Holdings LLC filed a petition for
relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Case No. 22-13121) on Nov. 21, 2022. In the
petition filed by Mohsin Khawaja, as secretary and member, the
Debtor reported assets and liabilities between $1 million and $10
million each.
MBMK Property Holdings, LLC previously filed for bankruptcy (Bankr.
E.D. Pa. Case No. 21-10332) on Feb. 10, 2021. At the behest of the
United States Trustee, the case was dismissed by the Hon. Magdeline
D. Coleman on Jan. 25, 2022.
Judge Coleman presides over the 2022 case.
In the 2022 case, the Debtor is represented by Robert B. Eyre, Esq.
at the Law Offices of Foehl & Eyre, PC.
MEDEANALYTICS INC: Goldman Sachs Marks $218,000 Loan at 35% Off
---------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $218,000 loan extended to
MedeAnalytics, Inc to market at $142,000 or 65% 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 to MedeAnalytics, Inc. The loan matures on October 23, 2028.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
MedeAnalytics, Inc. provides healthcare software solutions. The
Company offers a platform for big data analytics, real-time data
integration, predictive modeling, workflow intelligence, mobility,
and cloud computing.
MERCHANT WISE: Goldman Sachs MML Marks $1.7MM Loan at 18% Off
-------------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its
$1,706,000 loan extended to Merchant Wise Solutions, LLC to market
at $1,396,000 or 82% of the outstanding amount, as of September 30,
2023, according to Goldman Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan Merchant Wise Solutions, LLC.
The loan accrues interest at a rate of 11.38% (S +6.00%) per annum.
The loan matures on June 1, 2028.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
MerchantWise Solutions, LLC (dba HungerRush) is a Diversified
Financial Services company. HungerRush, formerly known as
Revention, provides restaurant management and online ordering
solutions including online ordering, POS systems, and more.
MERCHANTWISE SOLUTIONS: 90% Markdown for $2.7MM Goldman Sachs Loan
------------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $2,718,000 loan extended to
MerchantWise Solutions, LLC to market at $272,000 or 10% 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 to MerchantWise Solutions, LLC. The loan accrues interest at a
rate of 11.31% (S+6.00%) per annum. The loan matures on June 1,
2028.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
MerchantWise Solutions, LLC (dba HungerRush) is a Diversified
Financial Services company. HungerRush, formerly known as
Revention, provides restaurant management and online ordering
solutions including online ordering, POS systems, and more.
MEZCLA ONE: Files Amendment to Disclosure Statement
---------------------------------------------------
Mezcla One, LLC, submitted an Amended Disclosure Statement
describing Plan of Reorganization dated November 14, 2023.
On October 26, 2023, the Debtor filed the Debtor's Motion to Sell
Real Property Free and Clear of Liens and Interests (the "Sale
Motion"), whereby the Debtor proposed to sell the Property for
$8,450,000.00 to NYA Capital, Inc.
The proceeds from the sale of the Property will be used to fund the
payments due under the Plan and will be sufficient to pay all
claims in full. On November 7, 2023, the Court held a hearing of
the Sale Motion and granted the Motion. The Debtor anticipates
closing on the sale either the last week of November or the first
week of December.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 2 consists of General Unsecured Claims. In full
satisfaction of their claims, the Debtor shall pay the holders of
Allowed Unsecured Claims a Pro Rata Share of $250,000.00.
* Interest holders will retain their Interests in the Debtor.
The Plan does not alter the legal, equitable or contractual rights
of Interest holders.
The postpetition performance of the Debtor is generally reflected
in the monthly financial reports which have been filed in the
Bankruptcy Court each month since the filing of the Chapter 11
petition. Debtor has been able to meet its monthly financial
obligations and expenses.
The Debtor shall continue to exist after the Effective Date as a
limited liability company in accordance with the laws of the State
of Florida. The articles of articles of organization and the
operating agreement of the Debtor shall be amended as necessary to
satisfy the provisions of the Plan and Code.
Debtor is filing a motion requesting the Court to approve the sale
of the Property to NYA Capital, Inc. pursuant to a Purchase
Agreement dated October 23, 2023 for $8,450,000.00. Debtor requests
the Court to find, under Section 1146(a) of the Bankruptcy Code,
that the making or delivery of an instrument of transfer related to
the sale of the Property shall not be taxed under any law imposing
a stamp tax or similar tax. Debtor shall hold sufficient funds from
the sale in Debtor's attorney's trust account to pay the Class 1
and Class 2 claims, pending a determination of whether the claims
are Allowed Claims.
On October 25, 2023, the Debtor timely filed the Plan. At the
hearing on November 7, 2023, the Court determined that confirmation
of the Plan and approval of the Disclosure Statement would be
considered at a combined hearing on March 14, 2024 at 10:00 am.
A full-text copy of the Amended Disclosure Statement dated November
14, 2023 is available at https://urlcurt.com/u?l=zF6na5 from
PacerMonitor.com at no charge.
Debtor's Counsel:
Kenneth D. (Chip) Herron, Jr., Esq.
Herron Hill Law Group, PLLC
P.O. Box 2127
Orlando, FL 32802
Telephone: (407) 648-0058
Email: chip@herronhilllaw.com
About Mezcla One
Mezcla One, LLC is a landowner/developer formed in 2016.
The Debtor filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
23-03015) on July 27, 2023, listing up to $10 million in both
assets and liabilities. Judge Grace E. Robson oversees the case.
Kenneth D. Herron, Jr., Esq., at Herron Hill Law Group, PLLC serves
as the Debtor's counsel.
MILLSTONES MEDICAL: 87% Markdown for $2.2MM Goldman Sachs Loan
--------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $2,217,000 loan extended to
Millstone Medical Outsourcing, LLC to market at $296,000 or 13% 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 to Millstone Medical Outsourcing, LLC. The loan accrues
interest at a rate of 13.50% (P + 5.00%) per annum. The loan
matures on December 15, 2027.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Millstone Medical Outsourcing LLC was founded in 2004. The
company's line of business includes providing various business
services.
MINIM INC: Receives Notice From Nasdaq on Late Filing of Form 10-Q
------------------------------------------------------------------
Minim Inc. disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission that it received a notice from
the Nasdaq Stock Market LLC on Nov. 16, 2023 indicating that the
Company is not currently in compliance with Nasdaq's Listing Rules
due to the Company's inability to timely file its Form 10-Q for the
period ended Sept. 30, 2023 with the Securities and Exchange
Commission. The Notice has no immediate effect on the listing or
trading of the Company's securities. Pursuant to Listing Rule
5250(c)(1), the Company was required to file the Form 10-Q by Nov.
14, 2023. The Company previously reported its inability to file
the Form 10-Q by the Due Date in a Form 12b-25 that the Company
filed with the SEC on Nov. 15, 2023.
Nasdaq has informed the Company that, under Nasdaq rules, the
Company has 60 calendar days from receipt of the Notice to submit a
plan to regain compliance with the Rule. If Nasdaq accepts the
Company's plan, then Nasdaq may grant an exception of up to 180
calendar days from the due date of the Form 10-Q, or May 13, 2024,
to regain compliance. However, there can be no assurance that
Nasdaq will accept the Company's plan to regain compliance or that
the Company will be able to regain compliance within any extension
period granted by Nasdaq or maintain compliance with the other
continued listing requirements set forth in the Nasdaq Listing
Rules. If Nasdaq does not accept the Company's plan, then the
Company will have the opportunity to appeal that decision to a
Nasdaq hearings panel.
The Company is working diligently to complete the Form 10-Q and
anticipates filing the Form 10-Q as soon as it is able.
About Minim Inc.
Minim Inc., founded in 1977 and headquartered in Manchester, New
Hampshire, 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.
MLN US HOLDCO: $576MM Bank Debt Trades at 77% Discount
------------------------------------------------------
Participations in a syndicated loan under which MLN US Holdco LLC
is a borrower were trading in the secondary market around 22.8
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $576 million facility is a Term loan that is scheduled to
mature on October 18, 2027. The amount is fully drawn and
outstanding.
MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings. The
Company's customer focus is on small and medium sized businesses.
Mitel is majority-owned by private equity firm Searchlight Capital
Partners.
MOUNTAINEER BRAND: Continued Operations to Fund Plan
----------------------------------------------------
Mountaineer Brand, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of West Virginia a Small Business Plan of
Reorganization under Subchapter V dated November 16, 2023.
The Debtor is a corporation. Since 2015, the Debtor has been in the
business of distributing Men's Grooming Products.
Debtor started selling men's grooming products over the internet
and was modestly successful. Debtor then had an opportunity to sell
its products through Walmart. Debtor expanded and borrowed money to
expand to meet that anticipated level of demand. The Walmart
contract required Debtor to sell $4,000,000 in product, annually.
The Debtor was just short of this sum at $3.9 Million and Walmart
ceased to be an outlet for sales.
In summary, the concept of the Plan is to surrender excess
equipment on which there are perfected security interests and to
write down other existing secured loans to the value of the
collateral actually pledged, and being retained, which is
collateral. All pre-existing liens shall be preserved. Reduced
payments on said secured debt.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations, or future income.
Unsecured claims consist of the claims of Uline ($1,162.73);
Mulligan Funding, LLC ($15,974.00); IRS ($150.00); Target Corp.
($29.70); and Euler Hermess, agent for HUB Labels, Inc.
($2,352.00).
Non-priority unsecured creditors holding allowed claims will
receive distributions, after payment to secured creditors in full,
and administrative and any priority claims in full. The payments to
unsecured creditors will be cents on the dollar. Given the large
deficiency claims of secured creditors that percentage is difficult
to calculate, but will likely be between 2 cents and 7 cents on the
dollar.
Eric Young owned 100% of the Debtor and he will continue to own
that percentage postpetition.
A full-text copy of the Subchapter V Plan dated November 16, 2023
is available at https://urlcurt.com/u?l=0Sazgl from
PacerMonitor.com at no charge.
Debtor's Counsel:
Martin P. Sheehan, Esq.
SHEEHAN & ASSOCIATES, PLLC
1 Community St., Ste 200
Wheeling WV 26003
Tel: (304) 232-1064
Fax: (304) 232-1066
Email: SheehanBankruptcy@WVDSL.net
SheehanParalegal@WVDSL.net
About Mountaineer Brand
Mountaineer Brand, LLC, manufactures and sells all natural men's
grooming products.
The Debtor filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No.
23-00396) on Aug. 18, 2023, with $63,500 in assets and $2,481,721
in liabilities. Eric Young, chief executive officer, signed the
petition.
Judge David L. Bissett oversees the case.
Martin P. Sheehan, Esq., at Sheehan & Associates, P.L.L.C, is the
Debtor's legal counsel.
MPI ENGINEERED: Goldman Sachs Marks $17.7MM Loan at 29% Off
-----------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $17,752,000 loan extended to
MPI Engineered Technologies, LLC to market at $12,604,000 or 71% 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 (12.00% PIK) to MPI Engineered Technologies, LLC. The loan
matures on July 15, 2025.
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 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.
MPI is a global leader in the technology of fineblanking, a hybrid
metal forming process combining the technologies of stamping and
cold extrusion.
OCEAN POWER: Matthew Burdyny Appointed as CCO
---------------------------------------------
Ocean Power Technologies, Inc. disclosed in a Current Report on
Form 8-K filed with the Securities and Exchange Commission that
Matthew Burdyny was appointed chief commercial officer of the
Company effective Nov. 9, 2023.
In connection with his appointment, Mr. Burdyny entered into an
employment agreement with the Company pursuant to which, Mr.
Burdyny will receive an annual base salary not to exceed $250,000,
is eligible for an annual, discretionary, performance-based bonus
targeted at 45% (for the remainder of the 2023 fiscal year) and 50%
(for the 2024 fiscal year and beyond) of base salary on such terms
and conditions as may be determined by the Board of Directors or
its Compensation Committee, and is eligible to receive long-term
incentive equity based awards, pursuant to the Company's 2015
Omnibus Incentive Plan, subject to such terms and conditions as may
be determined by the Board or its Compensation Committee. At the
time of signing the Employment Agreement, he received a one-time
grant of 25,000 restricted stock units under the 2015 Plan that
vest, if at all, over two years, 1/6 on each of the first and
second anniversary of the date of grant, and 1/3 in each year based
on achievement of certain performance targets.
If Mr. Burdyny is terminated other than for cause (or Mr. Burdyny
quits for good reason), he will receive six months of salary as
severance. He is also entitled to certain other severance payments
in connection with a change of control or non-renewal of the
Employment Agreement. Mr. Burdyny is also subject to covenants
regarding non-competition, non-solicitation and confidentiality.
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com--
provides ocean data collection and reporting, marine power,
offshore communications, and Maritime Domain Awareness ("MDA")
products and consulting services. The Company offers its products
and services to a wide-range of customers, including those in
government and offshore energy, oil and gas, construction, wind
power and other industries. The Company is involved in the entire
life cycle of product development, from product design through
manufacturing, testing, deployment, maintenance and upgrades,
working closely with partners across its supply chain.
Ocean Power reported a net loss of $26.33 million for the fiscal
year ended April 30, 2023, a net loss of $18.87 million on $1.76
million for fiscal year ended April 30, 2022, a net loss of $14.76
million for the 12 months ended April 30, 2021, a net loss of
$10.35 million for the 12 months ended April 30, 2020, and a net
loss of $12.25 million for the 12 months ended April 30, 2019.
ORBITAL INFRASTRUCTURE: Unsecureds to Recover 6% to 8.3% in Plan
----------------------------------------------------------------
Orbital Infrastructure Group, Inc., and its Affiliated Debtors
filed with the U.S. Bankruptcy Court for the Southern District of
Texas an Amended Combined Disclosure Statement and Joint Chapter 11
Plan of Liquidation dated November 14, 2023.
Originally formed in Colorado in 1998, Orbital has operated in the
infrastructure industry for nearly 25 years. Before expanding its
business lines, Orbital (formerly CUI Global) provided specialized
sampling and measurement system integration to the natural gas
industry and sold power electronics.
After the Petition Date and pursuant to the Bidding Procedures
Order, Moelis continued to assist the Debtors in marketing the
Equity Assets for sale throughout these Chapter 11 Cases. This
included Moelis reaching out to all 54 parties Moelis previously
contacted during the prepetition marketing process (whether they
had previously indicated an interest in submitting a bid or not),
as well as an additional 14 parties that were either suggested to
Moelis by the Committee's professionals or had reached out to
Moelis independently as a result of the chapter 11 filing.
Prior to the bid deadline, the Debtors received one additional
competing bid from a potential bidder. The potential bidder
submitted a bid to purchase the Debtors' equity interests in GTS.
After extensive consultation with the Debtors, their advisors and
the Committee's professionals, it was determined that although the
face amount of the potential bid exceeded the minimum overbid of
$42.5 million under the Bidding Procedures, the potential bid was
not a qualified bid because it (i) was non-binding, (ii) was
subject to meaningful additional diligence proposed to be completed
over approximately four weeks, (iii) was subject to an exclusivity
period of not less than 30 days during which time the potential
bidder would be free to terminate its offer, (iv) was not
accompanied by a markup of any sort of the asset purchase
agreement, (v) was not accompanied by a good faith deposit, and
(vi) did not contain a statement that the potential bidder agreed
to serve as the backup successful bidder.
Ultimately, the Debtors obtained the Bankruptcy Court's approval of
the sale transactions with the Purchasers and, on October 5, 2023,
the Bankruptcy Court entered the respective sale orders. The
Debtors expect the sale transactions will close within a few weeks
thereafter.
The Plan is a liquidating plan. Pursuant to prior orders of the
Bankruptcy Court, the Debtors sold substantially all of their
assets to the Purchasers. The Plan provides for the distribution of
any proceeds from such sales, as well as the distribution of other
cash, and the creation of a liquidating trust that will administer
and liquidate all remaining property of the Debtors, including the
Retained Causes of Action.
The Plan further provides for the substantive consolidation of all
of the Debtors, the termination of all Interests in the Debtors,
the dissolution and wind-up of the affairs of the Debtors, and the
transfer of any remaining Assets to the Liquidating Trust.
Additionally, the Plan provides for the distributions to certain
Holders of Administrative Expense Claims and Priority Claims and to
other Holders of Claims and the funding of the Liquidating Trust.
Class 3 consists of General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim shall receive its Pro Rata share of
beneficial interest in the Liquidating Trust and, as a beneficiary
of the Liquidating Trust, shall receive, on a distribution date,
its Pro Rata share of net Cash derived from the Liquidating Trust
Assets available for Distribution as provided under this Combined
Plan and Disclosure Statement and the Liquidating Trust Agreement,
until all Allowed General Unsecured Claims are paid in full or the
Liquidating Trust Assets are exhausted; provided, however, that all
Distributions to Holders of Allowed General Unsecured Claims shall
be subject to the Liquidating Trustee first paying in full all
Liquidating Trust Operating Expenses and/or reserving for such
Liquidating Trust Operating Expenses in accordance with this Plan
and the Liquidating Trust Agreement. This Class will receive a
distribution of 6.0 to 8.3% of their allowed claims.
Class 6 consists of Intercompany Interests. On the Effective Date,
all Intercompany Interests shall be canceled, released, and
extinguished and will be of no further force or effect. No Holder
of a Class 6 Interest will receive any distribution on account of
such Class 6 Interest.
Class 7 consists of Interests in Orbital. On the Effective Date,
all Interests in Orbital shall be canceled, released, and
extinguished and will be of no further force or effect. No Holder
of a Class 7 Interest will receive any distribution on account of
such Class 7 Interest.
On the Effective Date, the Debtors shall make Distributions in
accordance with the Plan to Holders of Allowed Administrative
Expense Claims, Allowed Professional Fee Claims, Allowed Priority
Tax Claims, Allowed Other Priority Claims, and Allowed Other
Secured Claims that are due and payable as of the Effective Date.
Upon completion of such Distributions, on the Effective Date, the
Debtors shall transfer to the Liquidating Trust all remaining Cash
and other Liquidating Trust Assets. After the Effective Date, the
Liquidating Trustee shall fund the Disputed Claims Reserves and
make Distributions from the Liquidating Trust Assets on account of
Allowed Claims in accordance with the Plan and Liquidating Trust
Agreement.
A full-text copy of the Amended Combined Disclosure Statement and
Plan dated November 14, 2023 is available at
https://urlcurt.com/u?l=Zb4Z1P from PacerMonitor.com at no charge.
Debtors' Counsel:
Charles A. Beckham, Jr., Esq.
Arsalan Muhammad, Esq.
Kourtney Lyda, Esq.
David Trausch, Esq.
HAYNES AND BOONE, LLP
1221 McKinney Street, Suite 4000
Houston, TX 77010
Tel: (713) 547-2000
Fax: (713) 547-2600
E-mail: charles.beckham@haynesboone.com
E-mail: arsalan.muhammad@haynesboone.com
E-mail: kourtney.lyda@haynesboone.com
E-mail: david.trausch@haynesboone.com
- and -
Stephen M. Pezanosky, Esq.
Martha B. Wyrick, Esq.
HAYNES AND BOONE, LLP
2323 Victory Avenue, Suite 700
Dallas, TX 75219
Tel: (214) 651-5000
Fax: (214) 651-5940
E-mail: stephen.pezanosky@haynesboone.com
E-mail: martha.wyrick@haynesboone.com
About Orbital Infrastructure Group
Orbital offers a comprehensive suite of infrastructure solutions,
providing engineering, design, construction, maintenance, and
disaster recovery services to electric power, telecommunications,
and renewable energy customers, of which electric power and
telecommunication segments are still active.
Orbital Infrastructure sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90763) on Aug.
23, 2023. In the petition filed by James F. O'Neil III, as chief
executive officer, the Debtor reported total assets as of June 30,
2023 amounting to $24,185,668 and total debt of $225,850,276.
The case is overseen by the Honorable Bankruptcy Judge David R.
Jones.
The Debtors tapped HAYNES AND BOONE, LLP as counsel, and MOELIS &
COMPANY as investment banker. DONLIN, RECANO & COMPANY, INC., is
the claims agent.
OUTPUT SERVICES: 81% Markdown for $3.8MM Goldman Sachs Loan
-----------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $3,890,000 loan extended to
Output Services Group, Inc to market at $758,000 or 19% 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 + 6.75% (Incl. 1.50% PIK)) to Output Services
Group, Inc. The loan matures on June 29, 2026.
The loan is subject to Chapter 7 bankruptcy process filed by IHS
Intermediate Inc. (dba Interactive Health Solutions).
Goldman Sachs BDC 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.
Output Services Group, Inc. offers electronic billing,
e-statements, outsourced billing, electronic bill presentment and
payment, print and mail, invoice printing and processing, statement
processing, statement services, transpromo marketing services.
PACIFIC POURHOUSE: Unsecured Creditors to Split $30K in Plan
------------------------------------------------------------
Pacific Pourhouse, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California a Plan of Reorganization for
Small Business dated November 14, 2023.
The Debtor is a California limited liability company that was
created on February 17, 2017. Debtor is a mid-size restaurant
centered around a self-serve beer wall located in Union City,
California.
About two years after opening, due to COVID and the worldwide panic
and pandemic, Debtor, like many retain locations experienced loss
of foot traffic due to stay at home orders and other precautions
mandated to stop the spread of COVID. Debtor's business suffered at
its business location and revenue decreased as a result. Debtor is
dependent of foot traffic due to their beer wall and could not
adjust their business accordingly upon loss of foot traffic.
Equity security holders have obtained financing totaling
$242,000.00 to date and may seek additional financing as provided
in the Motion for Final Approval of Post-Petition Financing.
This Plan of Reorganization proposes to pay creditors of the Debtor
from future income, loan proceeds and infusion of capital.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately $0.07 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 general unsecured claims will receive pro-rata share of
$30,000.00 with payments beginning Month 31. This Class is
impaired.
Debtor will implement this Plan with future income and/or capital
infusion/loans from equity security holders.
A full-text copy of the Plan of Reorganization dated November 14,
2023 is available at https://urlcurt.com/u?l=WYuDnB from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Ryan C. Wood, Esq.
Law Offices of Ryan C. Wood, Inc.
611 Veterans Blvd. Ste. 218
Redwood City, CA 94063
Telephone: (650) 366-4858
Facsimile: (650) 366-4875
Email: Ryan@WestCoastBK.com
About Pacific Pourhouse
Pacific Pourhouse, LLC is a mid-size restaurant centered around a
self-serve beer wall located in Union City, California.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40464) on April 21,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. The Law Offices of Ryan C. Wood, Inc. serves as
the Debtor's counsel.
PDDS HOLDCO: Goldman Sachs Marks $8MM Loan at 49% Off
-----------------------------------------------------
Goldman Sachs BDC, Inc has marked its $8,063,000 loan extended to
PDDS Holdco, Inc to market at $4,099,000 or 51% 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 to PDDS Holdco, Inc. LTD. The loan accrues interest at a rate
of 12.94% (S + 7.50%) per annum. The loan matures on July 18 2028.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
PDDS HoldCo, Inc. provides cloud-based dental practice management
software.
PDDS HOLDCO: Goldman Sachs MML Marks $2.5MM Loan at 50% Off
-----------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its
$2,584,000 loan extended to PDDS Holdco, Inc. (dba Planet DDS) to
market at $1,300,000 or 50% of the outstanding amount, as of
September 30, 2023, according to Goldman LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan PDDS Holdco, Inc. (dba Planet
DDS). The loan accrues interest at a rate of 12.94% (S +7.50%) per
annum. The loan matures on July 18, 2028.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
Planet DDS provides cloud-based dental software solutions.
PERSIAN BROADCAST: Unsecureds Will Get 13% of Claims in 36 Months
-----------------------------------------------------------------
Persian Broadcast Service Global, Inc., filed with the U.S.
Bankruptcy Court for the Central District of California a Chapter
11 Plan of Reorganization dated November 14, 2023.
The Debtor is a corporation. Debtor operates a television broadcast
for the Persian community. Debtor is owned by Mir Shadjareh who is
100% owner of the Debtor.
The case was filed due to Department of Labor action for alleged
underpaid wages; and Breach of contract case for services related
to broadcasting.
This Plan is a plan of reorganization. In other words, the Debtor
seeks to make payments under the Plan to holders of allowed claims.
The timing of payments to particular creditor groups will depend
upon their classification under the Plan.
Class 3 general unsecured claims are unsecured claims not entitled
to priority under Code Section 507(a) and for which a proof of
claim has been filed in a stated amount and for which no objection
has been filed. In the present case, the Debtor estimates that
Class 3 general unsecured debt totals $444,654.79. Class 3 will be
paid pro rata by making 36 monthly payments with an estimated
monthly payment of $2,369.00. Debtor's projected disposable income
for the 36 months after the effective date of the plan is
$85,289.00.
Estimated administrative expenses total $35,000.00. Debtor's
counsel has $6,832.50 in trust, reducing the estimated
administrative fee balance to $28,167.50. Therefore, a total of
$57,121.50 is projected to be available to be distributed to Class
3 allowed claims. Payments to Class 3 creditors will not commence
until administrative claims have been paid in full. Based on the
projected distribution, it is anticipated that Class 3 creditors
will be paid approximately 13% of the allowed claims in this
class.
No distribution will be made on account of a disputed claim unless
such claim is allowed. If a disputed claim becomes allowed, it will
be paid from the disputed claims reserve. The Debtor will have the
power and authority to settle and compromise a disputed claim with
Court approval and compliance with Rule 9019 of the Federal Rules
of Bankruptcy Procedure.
The Plan will be funded from Debtor's continued operations.
Post-confirmation management shall remain the same as the current
management which consists of Mir Shadjareh as President.
A full-text copy of the Chapter 11 Plan dated November 14, 2023 is
available at https://urlcurt.com/u?l=cmOu1h from PacerMonitor.com
at no charge.
Attorney for Debtor:
Thomas B. Ure, Esq.
URE LAW FIRM
800 West 6 Street, Suite 940
Los Angeles, CA 90017
Tel: (213) 202-6070
Fax: (213) 202-6075
Email: tom@urelawfirm.com
About Persian Broadcast Service Global
Persian Broadcast Service Global, Inc. operates a television
broadcast for the Persian community.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11154) on August 16,
2023, listing up to $50,000 in assets and $500,001 to $1 million in
liabilities. Thomas B Ure, Esq. at the Ure Law Firm represents the
Debtor as counsel.
PG&E CORP: Top Calif. Court Restrains Induced Blackout Liability
----------------------------------------------------------------
Joyce E. Cutler and Andrew Harris of Bloomberg Law report that the
California Supreme Court ruled Monday that Pacific Gas & Electric
Co. customers have limited recourse for the billions of dollars in
damages they sustained when weather conditions prompted days of
power shutoffs to prevent wildfires in 2019.
The justices, answering questions posed by the US Court of Appeals
for the Ninth Circuit, ruled that permitting such a lawsuit would
interfere with the state Public Utility Commission's regulatory and
supervisory authority over public safety-necessitated power
shutoffs, also known as PSPS events.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, faced extraordinary challenges relating to a
series of catastrophic wildfires that occurred in Northern
California in 2017 and 2018. The utility faced an estimated $30
billion in potential liability damages from California's deadliest
wildfires of 2017 and 2018.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept.
30, 2018, the Debtors, on a consolidated basis, had reported $71.4
billion in assets on a book value basis and $51.7 billion in
liabilities on a book value basis.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served
as PG&E's legal counsel, Lazard as its investment banker and
AlixPartners, LLP as the restructuring advisor to PG&E. Prime
Clerk LLC is the claims and noticing agent.
PG&E has appointed James A. Mesterharm, a managing director at
AlixPartners, LLP, and an authorized representative of AP Services,
LLC, to serve as Chief Restructuring Officer. In addition, PG&E
appointed John Boken also a Managing Director at AlixPartners and
an authorized representative of APS, to serve as Deputy Chief
Restructuring Officer.
Morrison & Foerster LLP served as the Debtors' special regulatory
counsel. Munger Tolles & Olson LLP also served as special
counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
* * *
PG&E Corporation and Pacific Gas and Electric Company announced
July 1, 2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization ("Plan") that was confirmed by the United States
Bankruptcy Court on June 20, 2020.
For the benefit of fire victims, the Plan provided for a Fire
Victim Trust, which was funded with an oft-stated value of $13.5
billion, to be half in cash and half in new company PG&E common
stock. The $6.75 billion in cash was paid. With respect to the
stock consideration, 478 million shares of PG&E stock were
delivered to the Fire Victim Trust in accordance with an agreed-to
formula under the Plan.
PHUNWARE INC: Terminates Chief Operating Officer
------------------------------------------------
Phunware, Inc. disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission that it notified Randall
Crowder about the termination of his employment with the Company as
chief operating officer.
The Company currently anticipates Mr. Crowder's employment will
terminate effective Nov. 30, 2023.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $50.89 million for the year ended
Dec. 31, 2022, compared to a net loss of $53.52 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$45.46 million in total assets, $23.55 million in total
liabilities, and $21.90 million in total stockholders' equity.
Houston, Texas-based Marcum LLP, Phunware Inc.'s auditor since
2018, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has a significant working
capital deficiency, has incurred significant losses and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
PLURALSIGHT INC: Goldman Sachs Marks $5.1MM Loan at 41% Off
-----------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $5,100,000loan extended to
Pluralsight, Inc to market at $2,994,000 or 59% 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 to Pluralsight, Inc. The loan accrues interest at a rate of
13.44% (S + 8.00%) per annum. The loan matures on April 6, 2027.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Pluralsight is an American privately held online education company
that offers a variety of video training courses for software
developers.
POWER SOLUTIONS: Secured Party Sets Dec. 12 Auction
---------------------------------------------------
Pursuant to Section 9-610 of the Illinois Uniform Commercial Code
and that certain promissory note dated June 27, 2020, from Garry
Winemaster ("Borrower") in favor of Weichai America Corp. ("secured
party"), the second amended equity pledge agreement dated June 22,
2022 ,by Winemaster, as borrower, and secured party, all of such
documents and related documents, as amended or restated from time
to time, Secured Party will sell all of the borrower's right, title
and interest in certain shares of common stock of Power Solutions
International Inc. and related rights in issuer including without
limitation: 500 shares of common stock, par value $0.001 per share
of Power Solutions ("shares") beneficially owned by Mr. Winemaster
and all substitutions therefor and replacements thereof, all
proceeds and products thereof and all rights relating thereto,
including, without limitation, the certificates representing the
shares, if any, all warrants, options, appreciation rights and
other rights, contractual or otherwise, in respect thereof and of
all dividends distributions, cash, instruments and other property
from time to time received, receivable or otherwise distributed in
respect of or in addition to, in substitution of, on account of or
in exchange for any or all of the shares, whether now owned or
hereafter acquired by the borrower.
The assets will be offered for sale in two lots at the auction as
follows. A portion of the assets, totaling 200,000 shares, are
certified shares. A portion of the assets, totaling 350,00 shares
are uncertified shares. The certified shares will be offered first
for sale at the auction. Following the sale of the certified
shares as lot 1, the uncertified shares will be offered second for
sale at the auction. Further action will be required to retitle
the uncertified shares with the transfer agent. For avoidance of
doubt, any action required to retitle the uncertified shares will
be the responsibility of the winning bidder, and not the secured
party. The minimum bid to purchase the lot 1 assets at the auction
is $428,453.24, while the minimum bid to purchase the lot 2 at the
auction is $749,793.17. The combined minimum bid to purchase the
assets at the auction is $1,178,246.41.
The assets will be sold by public auction to be held via Zoom on
Dec. 12, 2023, at 11:00 a.m. (CST). The date of the sale may be
continued from time to time at the discretion of the secured party.
All person interested in participating in the sale will contact
Bilal Zaheer, Esq., Michael Kind, Esq., or Jonathan Young, Esq.,
counsel for the secured party, at Bilal.Zaheer@lockelord.com,
Michael.Kind@lockelord.com, and Jonathan.Young@lockelord.com, no
later than Dec. 5, 2023.
QUEST SOFTWARE: $765MM Bank Debt Trades at 37% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Quest Software Inc
is a borrower were trading in the secondary market around 63.5
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $765 million facility is a Term loan that is scheduled to
mature on February 1, 2030. The amount is fully drawn and
outstanding.
Quest Software provides software solutions. The Company offers
enterprise software that identities, users and data, streamlines IT
operations, and hardens cyber security from the inside out. Quest
Software serves customers in the United States.
QURATE RETAIL: Declares Quarterly Dividend on 8.0% Series A Shares
------------------------------------------------------------------
Qurate Retail, Inc. announced that an authorized committee of its
Board of Directors declared the regular quarterly cash dividend
payable to holders of its 8.0% Series A Cumulative Redeemable
Preferred Stock.
The per share amount of the quarterly cash dividend will be $2.00,
payable in cash on Dec. 15, 2023 to stockholders of record of the
Preferred Stock at the close of business on Nov. 30, 2023.
About Qurate Retail
Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns
controlling and non-controlling interests in a broad range of video
and online commerce companies. The Company's largest businesses
and reportable segments are QxH (QVC U.S. and HSN) and QVC
International. QVC, Inc., which includes QxH and QVC International,
markets and sells a wide variety of consumer products in the United
States and several foreign countries via highly engaging
video-rich, interactive shopping experiences. Cornerstone Brands,
Inc. consists of a portfolio of aspirational home and apparel
brands, and is a reportable segment. The Company's "Corporate and
other" category includes its consolidated subsidiary Zulily, LLC,
along with various cost and equity method investments.
Qurate reported a net loss of $2.53 billion for the year ended Dec.
31, 2022.
Qurate Retail received on Sept. 14, 2023, written notice from The
Nasdaq Stock Market notifying the Company that, because the closing
bid price for the Company's Series A common stock, par value $0.01
per share ("QRTEA"), has fallen below $1.00 per share for 30
consecutive business days, the Company no longer complies with the
minimum bid price requirement for continued listing of QRTEA on the
Nasdaq Global Select Market.
* * *
As reported by the TCR on March 21, 2023, S&P Global Ratings
lowered its issuer credit rating on U.S.-based video commerce and
online retailer Qurate Retail Inc. to 'CCC+' from 'B-'. S&P said,
"We view the company's capital structure as potentially
unsustainable in a rising interest rate environment. We expect
Qurate's adjusted leverage to remain high, above the 6x area in
2023."
RATHER OUTDOORS: $365MM Bank Debt Trades at 28% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Rather Outdoors
Corp is a borrower were trading in the secondary market around 72.2
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $365 million facility is a Term loan that is scheduled to
mature on February 11, 2028. The amount is fully drawn and
outstanding.
Rather Outdoors Corporation operates as a holding company. The
Company, through its subsidiaries, provides fishing equipment, such
as casting, spinning, rods, tools, and accessories. Rather Outdoors
Corp serves customers in the State of Missouri.
RECORDED BOOKS: Goldman Sachs Marks $749,000 Loan at 46% Off
------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $749,000 loan extended to
Recorded Books Inc. (dba RBMedia) to market at $407,000 or 54% 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 to Recorded Books Inc. (dba RBMedia). The loan accrues
interest at a rate of 11.66% (S + 6.25%) per annum. The loan
matures on August 31, 2028.
Goldman Sachs BDC said the loan is on non-accrual status.
Goldman Sachs BDC 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.
Recorded Books is a digital audiobook and related spoken word
content producer and a provider of digital content distribution
through its recently acquired OverDrive business.
REDSTONE HOLDCO: $1.11BB Bank Debt Trades at 22% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Redstone Holdco 2
LP is a borrower were trading in the secondary market around 78.4
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $1.11 billion facility is a Term loan that is scheduled to
mature on April 27, 2028. The amount is fully drawn and
outstanding.
Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.
REVITALID PHARMACEUTICAL: Chapter 11 Equity Swap Plan Okayed
------------------------------------------------------------
Vince Sullivan of Law360 reports that drug company RevitaLid
Pharmaceutical Corp. received court approval Nov. 20, 2023, for its
prepackaged Chapter 11 plan that will swap $80 million of its
prepetition secured debt for most of the equity in a reorganized
company that will continue on as a going concern.
RVL Pharmaceuticals plc in October announced that certain of its
U.S. operating subsidiaries, RevitaLid Pharmaceutical Corp., RVL
Pharmaceuticals, Inc. and RVL Pharmacy, LLC, have sought Chapter 11
bankruptcy protection to pursue a prepackaged Chapter 11
restructuring. The RVL Subsidiaries have reached an agreement with
their sole secured lenders, funds managed by Athyrium Capital
Managemen, and other key stakeholders, to effectuate a change of
control transaction. The Reorganization provides a structured
pathway for the RVL Subsidiaries to significantly reduce their
debt, while enabling them to streamline operations, maintain jobs
and position themselves under new ownership.
About RevitaLid Pharmaceutical
RevitaLid Pharmaceutical Corp. is a specialty pharmaceutical
company focused on developing and commercializing eyecare and
medical aesthetics products. The company is based in Bridgewater,
N.J.
RevitaLid Pharmaceutical Corp. and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 23-11704) on
Oct. 12, 2023, with $100 million to $500 million in both assets and
liabilities. Brian Markison, chief executive officer, signed the
petitions.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Richards, Layton & Finger, PA and Ropes & Gray
LLP as legal counsel; Ernst & Young LLP as financial advisor; and
Ducera Partners LLC as their investment banker. Kroll
Restructuring Administration LLC is the Debtors' administrative
advisor.
RITE AID CORP: Stark & Stark Files Rule 2019 Statement
------------------------------------------------------
The law firm Stark & Stark, P.C., filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of Rite Aid Corporation and
its affiliated debtors, the firm represents the following entities
(the "Clients"):
1. Levin Management Corporation
975 US-22
Plainfield, NJ 07060
2. Somerset County Shopping Center
c/o Levin Management Corporation
975 US-22
Plainfield, NJ 07060
3. Conopco, Inc. d/b/a Unilever
800 Sylvan Avenue
Englewood Cliffs, NJ 007632
4. Arlona Limited Partnership
c/o Levin Management Corporation
975 US-22
Plainfield, NJ 07060
5. MAG II Morrell Plaza, LP.
c/o Levin Management Corporation
975 US-22
Plainfield, NJ 07060
6. Robert Marin and Celeste de Schulthess
Marin Family Trust
12728 Parkyns Street
Los Angeles, CA 90049
7. Trust for the Benefit of Catherine M. Levin, et als.
c/o Levin Management Corporation
975 US-22
Plainfield, NJ 07060
8. Felos Associates, LLC
7928 East Dr., Apt. 1008
North Bay Village, FL 33141
9. Santiago Holdings II, LLC
9454 Whilshire Blvd.
Beverly Hills, CA 90212
10. Garfield Building, LLC
c/o Jonna Realty Ventures
39533 Woodward Ave., Suite 310
Bloomfield Hills, MI 48304
11. Alp and Alex Aslan
1356 Stradella Rd.
Los Angeles, CA 90077
12. Sunrest Properties, LLC
c/o Dougherty and Connell
450 Wireless Blvd.
Hauppauge, NY 11788
13. Yoko C. Gates Trust
441 Nevada Ave.
San Mateo, CA 94402
The Clients currently hold claims, including unsecured pre-petition
claims, Section 503(b)(9) priority claims, post-petition
administrative claims and potentially other claims, including
service claims, rejection claims for unpaid rent and other charges.
The full amount of each of the Client's claims is undetermined at
this time.
Upon information and belief formed after due inquiry, Stark & Stark
does not own any equity interests in the Debtor. Stark & Stark
represents each of the Clients individually and the Clients do not
constitute a committee.
The law firm can be reached at:
STARK & STARK, P.C.
Thomas S. Onder, Esq.
100 American Metro Blvd.
Hamilton, NJ 08619
Telephone: (609) 219-7458
Facsimile: (609) 895-7395
Email: tonder@stark-stark.com
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15,
2023. In the petition signed by Jeffrey S. Stein, chief executive
officer and chief restructuring officer, Rite Aid disclosed
$7,650,418,000 in total assets and $8,597,866,000 in total
liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC, as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
RITE AID CORP: Tort Claimants Committee Files Rule 2019 Statement
-----------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Official Committee of Tort Claimants (the "TCC") appointed in
the chapter 11 cases of Rite Aid Corporation and its affiliated
debtors filed a verified statement.
The Debtors have a large and varied litigation claims portfolio
that includes numerous types of tort claims (the holders of such
claims, the "Tort Claimants"). The Tort Claimants include, among
others, creditors with injuries allegedly: (i) arising out of the
Debtors' tortious conduct; and (ii) caused by certain medications
and other products the Debtors sell and distribute.
On November 1, 2023, the Office of the United States Trustee for
Regions Three and Nine appointed nine Tort Claimants to serve as
members of the TCC. The TCC currently comprises the following
entities and persons: (i) Sandra Blankenship; (ii) Blue Cross and
Blue Shield Association ("BCBSA"); (iii) Alphonse Borkowski; (iv)
Erie County Medical Center Corporation ("ECMCC"); (v) Michael
Masiowski, M.D.; (vi) Andrew Parsons; (vii) Karen Pforr; (viii)
Rita Valega; and (ix) Nancy Zailo (collectively, and in such
capacity, the "Members" and each, a "Member").
The names and all disclosable economic interests of each TCC Member
are:
1. Sandra Blankenship
c/o Javier L. Merino
The Dann Law Firm
1520 U.S. Highway 130, Suite 101
North Brunswick, NJ 08902
* Unliquidated unsecured claim on the basis of, among other
things, personal injury of an NAS victim.
2. Blue Cross and Blue Shield Association
1310 G Street NW
Washington, D.C. 20005
* Unliquidated unsecured claim on the basis of, among other
things, covering treatment for opioid use disorder.
3. Alphonse Borkowski
c/o Conlee Whiteley
Kanner & Whitely, LLC
701 Camp Street
New Orleans, LA 70130
* Unliquidated unsecured claim for, among other things, the
purchase or reimbursement of worthless product, breach of warranty,
violation of consumer protection acts and unjust enrichment.
4. Erie County Medical Center Corporation
462 Grider Street
Buffalo, NY 14215
* Unliquidated unsecured claims.
5. Michael Masiowski, M.D.
c/o Paul Rothstein
626 NE 1st Street
Gainesville, FL 32601
* Unliquidated unsecured claims for damages for, among other
things, unlawful acts in marketing and distributing opioid
medications.
6. Andrew Parsons
c/o Anjali Mehta
Bevan & Associates, LPA, Inc.
6555 Dean Memorial Parkway
Boston Heights, Ohio 44236
* Unliquidated unsecured claims on the basis of, among other
things, personal injury.
7. Karen Pforr
c/o Joseph Hall
Joseph D. Hall and Associates LLC
1065 N. 115th St., #130
Omaha, NE 68154
* Unliquidated unsecured claims on the basis of, among other
things, personal injury.
8. Rita Valega
c/o Chris McKean
MRHFM Law Firm
1015 Locust St., Ste. 1200
St. Louis, MO 63101
* Unliquidated unsecured claims on the basis of, among other
things, wrongful death and survival.
9. Nancy Zailo
c/o Anne Andrews, Esq
Andrews & Thornton, AAL, ALC
4701 Von Karman Ave, Suite 300
Newport Beach, CA 92660
* Unliquidated unsecured claims on the basis of, among other
things, personal injury.
Proposed Local Counsel to the Official Committee of Tort
Claimants:
SHERMAN, SILVERSTEIN, KOHL, ROSE & PODOLSKY, P.A.
Arthur J. Abramowitz, Esq.
Ross J. Switkes, Esq.
308 Harper Drive, Suite 200
Moorestown, New Jersey 08057
Telephone: (856) 662-0700
Email: aabramowitz@shermansilverstein.com
rswitkes@shermansilverstein.com
Proposed Lead Counsel to the Official Committee of Tort Claimants:
AKIN GUMP STRAUSS HAUER & FELD LLP
Arik Preis, Esq.
Mitchell P. Hurley, Esq.
Theodore James Salwen, Esq.
Brooks Barker, Esq.
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Email: apreis@akingump.com
mhurley@akingump.com
jsalwen@akingump.com
bbarker@akingump.com
- and -
Kate Doorley, Esq.
Robert S. Strauss Tower
2001 K Street, N.W.
Washington, D.C. 20006
Telephone: (202) 887-4000
Email: kdoorley@akingump.com
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15,
2023. In the petition signed by Jeffrey S. Stein, chief executive
officer and chief restructuring officer, Rite Aid disclosed
$7,650,418,000 in total assets and $8,597,866,000 in total
liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC, as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
RITE AID: Closes Telegraph Road & Downtown Locations
----------------------------------------------------
Jenna Millikan of The Front (Washington State) reports that Rite
Aid closed its downtown and Telegraph Road locations in September
2023. Three Bellingham locations on Northwest Avenue, Sunset Drive
and Sehome Village remain open.
These closures are happening across the country following Rite
Aid's filing for bankruptcy amid opioid lawsuits. Rite Aid plans
to close 154 locations nationwide.
"They're filing for bankruptcy to eliminate some of their debts so
that they can hopefully stay afloat," said Bethany King, a research
economist at Western Washington University's Center for Economic
and Business Research. "That doesn't necessarily mean that they're
all completely going to close."
When asked for comment, Rite Aid provided a link to their statement
on restructuring. The closing stores are public records through
Chapter 11 court filings.
Rite Aid reached an agreement with financial stakeholders on a
restructuring plan in order to continue its business
transformation, Rite Aid's media statement said.
Trudi Hess, a manager at the Rite Aid on Telegraph, received less
than 30 days notice for her location closing. While some employees
transferred to another location, she was left without a job after
two years of employment.
"I was told that my location was thrown in the pile at the last
minute to join the other Washington closures," Hess said.
Hess scanned and packed most of the store by herself leading up to
the closure. Customers were surprised by the quick transition, she
said.
"It happened so fast, I was pulling things off the shelf right in
front of them," Hess said. "It was very sad for all of us."
Despite the remaining locations, the closed stores have affected
residents who depend on Rite Aid's close proximity for their
prescriptions and everyday essentials.
Downtown residents have been disproportionately affected due to the
many low-income residents who now have to travel much farther to
get to their new pharmacies.
"It's funny because people don't think about how many people live
downtown, but there are quite a lot of us and quite a lot of
low-income residents," said Cordelia Ridley, a low-income resident
in downtown Bellingham.
Customers at the closed Rite Aids will be transferred to a nearby
location.
Ridley had to transfer to a Rite Aid pharmacy one and a quarter
miles away. However, with the influx of customers, the pharmacy is
overloaded, increasing wait times, they said.
"I sometimes have to go to the pharmacy multiple times a month and
that's going to be very difficult for me, especially in inclement
weather,"Ridley said. "The wait is longer, it's difficult to get a
hold of them on the phone, they don't fill the prescriptions in as
timely of a manner."
Ridley's neighbor, Candance Street, has not decided which pharmacy
she will transfer to. Either way, she has to take a long bus ride.
"It's, of course, a different feel, not just because it's new, but
they're bigger," Street said. "They're much more of a corporate
feel than a neighborhood feel."
Rite Aid was as much of a community spot as a pharmacy, she said.
"You could cross paths with many people there, even some people
that you would see there more often than you might even in your own
building," Street said.
Many of these pharmacies act as a health care service. They provide
necessary medical care such as vaccinations, blood pressure checks
and diabetes testing for people lacking insurance or access to
health care, King said.
"We're going to have some serious equity issues just in accessing
health care resulting from this," King said.
No more Rite Aid locations have announced the closing of their
doors in Bellingham as of now.
While the Rite Aid closures are the result of corporate business
decisions, the impact it has on the community is far-reaching.
"I recognize that there are business realities for these things,
but more and more, it's like they aren't considering all the hidden
impacts to people's lives," Street said. "Oftentimes, sadly, it
seems to impact the have-less more than it should."
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited
mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15,
2023. In the petition signed by Jeffrey S. Stein, chief executive
officer and chief restructuring officer, Rite Aid disclosed
$7,650,418,000 in total assets and $8,597,866,000 in total
liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz,
P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
RIVERPOINT MEDICAL: 90% Markdown for $4MM Goldman Sachs Loan
------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $4,094,000 loan extended to
Riverpoint Medical, LLC to market at $420,000 or 10% 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 to Riverpoint Medical, LLC. The loan accrues interest at a
rate of 10.42% (S + 5.00%) per annum. The loan matures on June 21,
2025.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Riverpoint Medical, LLC designs, develops, and markets medical
devices. The Company offers synthetic absorbable, surgical
headlights, oncology needle, and orthopedic suture products.
Riverpoint Medical serves medical sector in the State of Oregon.
RUBRIK INC: 91% Markdown for $1.5MM Goldman Sachs MML Loan
----------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its
$1,520,000 loan extended to Rubrik, Inc. to market at $138,000 or
9% of the outstanding amount, as of September 30, 2023, according
to Goldman Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan Rubrik, Inc. The loan accrues
interest at a rate of 12.37% (S +7.00%) per annum. The loan matures
on August 17, 2028.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
Rubrik, Inc. operates as a cloud data management and data security
company. The Company offers a platform which helps enterprises
achieve data control to drive business resiliency, cloud mobility,
and regulatory compliance. Rubrik serves government, health care,
legal, and financial industries worldwide.
SAEXPLORATION HOLDINGS: Ex-CEO to Return $442K to End SEC Suit
--------------------------------------------------------------
Amanda Iacone of Bloomberg Law reports that the former head of
SAExploration Holdings Inc. has agreed to return about $442,000 to
the seismic data company in clawbacks for his role in what the
Securities and Exchange Commission has called a $100 million
accounting fraud, the Wall Street regulator said Wednesday,
November 21, 2023.
Brian Beatty, who founded the Houston-based company and served on
its board, also agreed to pay disgorgement and interest totaling
nearly $262,000. He agreed to a permanent officer and director bar
as well, according to a final judgment from the US District Court
for the Southern District of New York dated November 15, 2023.
About SAExploration Holdings
Based in Houston, Texas, SAExploration Holdings, Inc., and
affiliates are full-service global providers of seismic data
acquisition, logistical support and processing services to their
customers in the oil and natural gas industry that operate through
wholly-owned subsidiaries, branch offices and variable interest
entities in North America, South America, Asia Pacific, West Africa
and the Middle East. On the Web https://www.saexploration.com/
SAExploration Holdings, Inc., and affiliates sought protection
under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-34306) on Aug. 27, 2020. The petitions were signed by Michael
Faust, chairman, chief executive officer, and president.
At the time of the filing, Debtors had estimated assets of between
$1 million to $10 million and liabilities of between $100 million
to $500 million.
Judge Marvin Isgur oversees the case.
The Debtors have tapped Porter H Edges LLP as their bankruptcy
counsel, Imperial Capital, LLC and Winter Harbor LLC as financial
advisors, and Epiq Corporate Restructuring, LLC, as claims,
noticing, solicitation and administrative agent.
SAN TAN AIR: Class 4 Unsecureds Will Get 100% over 3 Years
----------------------------------------------------------
San Tan Air Conditioning Comfort Professionals, Inc., filed with
the U.S. Bankruptcy Court for the District of Arizona a Plan of
Reorganization for Small Business dated November 16, 2023.
The Debtor is a heating, ventilation, air conditioning ("HVAC")
company that handles all things HVAC: service, repairs,
installations, etc. The Debtor was incorporated in 2015 and has
operated since that time.
The Debtor's principals, Miguel Rivas, Jr., and Lucia Rivas
("Rivas") are full-time employees of the Debtor and are responsible
for all operations and management. Business operations are run from
the Rivas' home.
Debtor fell behind with a vendor prior to the filing of this
bankruptcy case; pre-bankruptcy efforts to reach a reasonable
settlement were not successful. Creditor aggressively sought
Provisional Remedies (seeking seizure of property prior to
Judgment). Debtor needed bankruptcy protection to ensure continued
operations and maximize the return to all creditors.
Debtor has provided a projection of income and expenses for the
life of the Plan (2024-2026). The projections are based upon
Debtor's past financial information and reflect that Debtor will
have projected disposable income of $237,092.72. Debtor expects to
make the final disbursement to unsecured creditors under this Plan
on or before January 31, 2027 (presuming the Plan is Confirmed
without delay).
Non-priority, unsecured creditors holding allowed claims will
receive distributions stemming from Debtor's net income for a
period of 36 months (or less, if paid in full sooner). Debtor
anticipates that net profit generated in the 3 years following
Confirmation will be sufficient to pay unsecured creditors 100% of
their allowed claims.
Class 3 consists of Non-priority, unsecured creditors with claims
of less than $5,500, who opt-in to this Class. Each holder of an
allowed Class 3 Non-Priority, Unsecured Claim shall be paid 60% of
their claim on the Effective Date, in full satisfaction of their
claim against the Debtor. This class is offered in the interest of
administrative convenience, in accordance with Section 1122(b) of
the Bankruptcy Code. This Class is impaired.
Class 4 consists of Non-priority, unsecured creditors who do not
opt-in to Class 3. Each holder of an allowed Class 4 Non-Priority,
Unsecured Claim shall be paid in quarterly installments their pro
rata share of funds placed into the Plan Account in the prior
quarter. Debtor anticipates it will be able to pay creditors 100%
of their allowed claims over 3 years. This Class is impaired.
Debtor's principals, Miguel and Lucia Rivas are what keeps this
business going; without them, there is no business. Mr. and Mrs.
Rivas shall retain their equity interest in the Debtor.
Debtor has established a Plan Account for the management of all
funds for distribution to creditors. Debtor is currently holding
sufficient funds in the Plan Account to pay administrative and
priority claims in full on the Effective Date. Debtor is also
holding sufficient funds in the Plan Account to pay Class 3
claimants (if any opt-in) in full on the Effective Date.
A full-text copy of the Plan of Reorganization dated November 16,
2023 is available at https://urlcurt.com/u?l=FNIkjF from
PacerMonitor.com at no charge.
About San Tan Air Conditioning
San Tan Air Conditioning Comfort Professionals, Inc., is a heating,
ventilation, air conditioning ("HVAC") company that handles all
things HVAC.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-05651) on August 18,
2023, listing under $50,001 to $100,000 in assets and $100,001 to
$500,000 in liabilities. James Khan, Esq. at Kahn & Ahart, PLLC,
is the Debtor's counsel.
SIGNATURE BANK: Blackstone Is Top Bidder for Property-Loan Sale
---------------------------------------------------------------
Natalie Wong, Gillian Tan and Dawn Lim of Bloomberg New report that
Blackstone Inc. is the frontrunner to win a roughly $17 billion
portfolio of commercial-property loans from the Federal Deposit
Insurance Corp.'s sale of Signature Bank debt, according to people
familiar with the matter.
Regulators seized the failed bank in March and have been marketing
loans backed by retail, industrial, office and apartment buildings.
FDIC officials are now in final discussions to declare
Blackstone's bid as bringing the lowest costs to the agency, some
of the people said.
About Signature Bank
Headquartered in New York, Signature Bank, New York NY, was a full
service commercial bank that serves privately owned business
clients and their owners and senior managers. Signature Bank had
40 branches across the country in New York, California,
Connecticut, North Carolina, and Nevada.
Signature Bank, New York, NY, was closed March 12, 2023, by the New
York State Department of Financial Services, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver. To
protect depositors, the FDIC transferred all the deposits and
substantially all of the assets of Signature Bank to Signature
Bridge Bank, N.A., a full-service bank that will be operated by the
FDIC as it markets the institution to potential bidders.
SMARSH INC: Goldman Sachs Marks $6.6MM Loan at 51% Off
------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $6,667,000 loan extended to
Smarsh Inc to market at $3,267,000 or 49% 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 to Smarsh Inc. The loan accrues interest at a rate of 11.84%
(S + 6.50%) per annum. The loan matures on February 16, 2029.
Goldman Sachs classified the loan as a non-income producing
security.
Goldman Sachs BDC 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.
Smarsh, Inc. provides web archiving services. The Company offers
hosted solutions for archiving electronic communications including
email, instant messaging, and social media platforms. Smarsh serves
customers worldwide.
SONAVATION INC: Exclusivity Period Extended to December 18
----------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida extended Sonavation Inc.'s exclusive
period to file a chapter 11 plan and disclosure statement to
December 18, 2023.
The judge also extended the Debtor's exclusive period to solicit
acceptances of its chapter 11 plan to February 20, 2024.
Sonavation Inc. is represented by:
Paul N. Mascia, Esq.
NARDELLA & NARDELLA, PLLC
135 W. Central Blvd., Ste. 300
Orlando, FL 32801
Tel: (407) 966-2680
Email: pmascia@nardellalaw.com
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.
SOUTHEAST MECHANICAL: Goldman Sachs Marks $7.4MM Loan at 81% Off
----------------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $7,400,000 loan extended to
Southeast Mechanical, LLC to market at $1,369,000 or 19% 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 Southeast Mechanical, LLC. The loan accrues
interest at a rate of 11.65% (S + 6.00%) per annum. The loan
matures on July 6, 2027.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Southeast Mechanical is a full service commercial air-conditioning
contractor.
SPENDMEND LLC: Goldman Sachs MML Marks $1.5MM Loan at 60% Off
-------------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its
$1,513,000 loan extended to SpendMend, LLC to market at $601,000 or
40% of the outstanding amount, as of September 30, 2023, according
to Goldman Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan 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 Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
SpendMend LLC operates as a recovery audit firm. The Firm offers
audit recovery, cost containment, analytics, and spend visibility
solutions that help health care organizations to identify control
gaps harboring financial leakage. SpendMend serves customers in the
United States.
SPENDMEND LLC: Goldman Sachs MML Marks $456,000 Loan at 62% Off
---------------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its $456,000
loan extended to SpendMend, LLC to market at $171,000 or 38% of the
outstanding amount, as of September 30, 2023, according to Goldman
Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan 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 Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
SpendMend LLC operates as a recovery audit firm. The Firm offers
audit recovery, cost containment, analytics, and spend visibility
solutions that helps health care organizations to identify control
gaps harboring financial leakage. SpendMend serves customers in the
United States.
STEELFUSION CLINICAL: Hits Chapter 11 Bankruptcy for 2nd Time
-------------------------------------------------------------
Paul J. Gough of Pittsburgh Business Times reports that SteelFusion
Clinical Toxicology Laboratory LLC, a Monessen forensic and
toxicology analyst, filed for voluntary Chapter 11 bankruptcy this
November 8, 2023.
The company, in its filing with the U.S. Bankruptcy Court for the
Western District of Pennsylvania, reported liabilities between $1
million and $10 million and assets between $50,000 and $100,000.
The company remains open and operating in Monessen and expects to
file a bankruptcy plan within 120 days, said Donald R. Calaiaro of
Calaiaro Valencik in Pittsburgh, who represents SteelFusion.
Calaiaro told the Business Times on Monday, November 13, 2023, the
company had been impacted by the Covid-19 pandemic.
"It did testing for other agencies and the other agencies shut down
a lot of their programs," he said. "They had a tremendous drop in
volume all of the sudden. For the last two years they've been
trying to rebuild."
The largest creditor is its president and founder, Amy Reisinger,
with an unsecured claim of $792,000 of unpaid salary and money she
loaned the company.
Other large creditors include Aker Wood Intellectual Property Law
($317,695); Farnham & Pfile Co. Inc. ($211,000 including $101,795
unpaid rent); Donna and Frank Valentich ($159,000), First National
Bank ($140,159); and a U.S. Small Business Administration loan
($110,000). There is also a $255,000 claim listed from Consulting
by Pierre Inc. in Pittsburgh, which is listed as disputed.
SteelFusion was founded in December 2014 by a pharmaceutical lab
expert with patents in fast-acting drug and alcohol level tests.
The company had helped coroners and medical examiners more quickly
determine levels of illicit and prescription drugs in deceased
people. The company expanded under in 2019 into college and
employer drug testing, and in 2020 received attention for its work
to create a mobile Covid-19 testing lab that allowed Shell to
return to work at the construction of its Beaver County
construction site after challenges during the early days of the
pandemic led it to be mostly shut down.
SteelFusion moved from Greensburg to the Monessen Riverfront
Industrial Park II to accommodate its growth.
Its SteelFusion's second time in Chapter 11 bankruptcy. It
previously filed in October 2018 although it emerged from
bankruptcy in that case under an approved plan from the U.S.
Bankruptcy Court.
A creditor moved to reopen the previous bankruptcy but Calaiaro
said the company believed it was better to file a new case. It’s
working on a cash collateral order from a creditor and filing the
bankruptcy plan within 120 days, he said.
About Clinical Toxicology Laboratory
Clinical Toxicology Laboratory LLC is a Monessen forensic and
toxicology analyst.
Clinical Toxicology Laboratory sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Penn. Case No. 23-22405) on
November 8, 2023. In the petition filed by Amy J. Reisinger, as
president, the Debtor reports estimated assets between $50,000 and
$100,000 and estimated liabilities between $1 million and $10
million.
The Debtor is represented by:
Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
938 Penn Avenue, 5th Fl.
Suite 501
Pittsburgh, PA 15222
Tel: 412-232-0930
Fax: 412-232-3858
E-mail: dcalaiaro@c-vlaw.com
SUMMIT MIDSTREAM: Fitch Rates Sr. Unsecured Notes 'CCC'
-------------------------------------------------------
Fitch Ratings has assigned a 'CCC'/'RR6' rating to Summit Midstream
Holdings, LLC's (Summit Midstream) Senior Unsecured Notes. Fitch
has also affirmed Summit Midstream Partners, L.P.'s (Summit) and
Summit Midstream's Long-Term Issuer Default Rating (IDR) at 'B-',
and Summit Midstream's Second Lien Secured Debt at 'B+'/'RR2'. The
Rating Outlook is Stable.
Per Summit's proposed refinancing transaction, a portion of the
existing senior unsecured notes due 2025 will exchange into new
notes at par, with maturity in 2026. The partial refinancing of
2025 notes is expected to meaningfully increase Summit's interest
burden and create a refinancing cliff in 2026 when the majority of
the company's debt will be due. Fitch views the transaction to be
leverage neutral, but EBITDA interest coverage will diminish as
previously expected, and may remain lower for longer given the
underlying fundamentals. The ratings and Outlook continue to
reflect the merits and demerits concerning the issuer, previously
stated by Fitch in its ratings affirmation on Oct. 18, 2023.
Fitch has reviewed preliminary terms for the proposed transactions,
and the assigned ratings assume no material variations in the final
terms.
KEY RATING DRIVERS
Extended Debt Maturity, Refinancing Cliff: On Nov. 16, 2023, Summit
announced partial refinancing of its 2025 notes. Summit entered
into a privately negotiated agreement to issue approximately $210
million in senior unsecured notes (2026 notes) which includes an
exchange of $180 million of existing 2025 notes and $29.5 million
in new money. Pro forma, the 2025 notes will have $50 million
outstanding, which will be repaid using FCF by YE 2024. The 2026
notes will mature on Oct. 15, 2026, extending Summit's debt
maturity wall by 18-months; however, creates a refinancing cliff in
2H26 when nearly $1 billion or more of Summit's debt will be due.
Fitch views this transaction to be leverage neutral, however, it is
expected to meaningfully increase Summit's interest burden. The
2025 notes bear a 5.75% interest, whereas, the 2026 notes will have
a 12% interest. The increased interest expense is expected to have
an impact on financial flexibility. Summit has also amended the ABL
facility agreement, which includes relaxation of the interest
coverage covenant among other things, which Fitch acknowledges will
allow Summit to maintain sufficient financial flexibility at least
in the near-term.
Attenuating Financial Flexibility: Summit's main source of
liquidity is its ABL facility, which has a springing maturity, if
the senior unsecured notes due April 2025 are not refinanced early.
At the current interest rate environment, the ABL facility is
reprising periodically at higher SOFR rates, and the 2025 notes are
being refinanced at much higher rate. Therefore, Summit's debt
interest burden is expected to increase, leading to diminishing
EBITDA interest coverage to approximately 2.0x-2.2x range in the
near term (per Fitch's calculations).
Given the possibility of rates remaining higher for longer,
Summit's interest coverage may remain lower for longer. Fitch does
not expect Summit to execute on a large growth project; however,
increased interest expense will reduce FCF available for debt
repayment, which could limit financial flexibility, given the high
revolver balance and refinancing cliff in 2026.
Yielding Cash Flow Profile: More than 90% of Summit's run-rate
EBITDA is expected to come from long-term fee-based acreage
dedicated contracts with a weighted average remaining life of over
seven years, providing protection against commodity price
volatility. Though Summit has some revenue assurance type minimum
volume commitment contracts (MVC), it is only expected to account
for about 15%-20% of the EBITDA in the near term, consistently
declining YOY to approximately 10% or less over the medium term.
The lack of a sizeable portion of cash flows under revenue
assurance type contracts exposes the company to significant
volumetric risks; and combined with exposure to mature declining
basins, provides less certainty of future cash flows. Roughly 10%
of the EBITDA is expected to come from commodity price exposed
businesses, which remains a source of cash flow variability for the
company.
Modest Counterparty Credit Quality: Summit's top 20 customers are
expected to account for over 90% of its EBITDA. While some of
Summit's customers are investment-grade counterparties, the
majority of its customers are either high-yield or small private
(unrated) companies deemed to be high-yield, and are expected to
account for over 80% of the EBITDA, exposing the company to
counterparty risks. Therefore, in down-cycles, some of the
company's top customer could be severely impacted, which would have
negative consequences for Summit. Nonetheless, Fitch expects credit
quality of most of Summit's top customers to remain intact, at
least in the near term.
Parent Subsidiary Linkage: There is a parent subsidiary
relationship between Summit (parent) and Summit Midstream Holdings,
LLC (Summit Midstream; subsidiary). Fitch determines Summit's
credit profile based on consolidated metrics and believes Summit
Midstream has the stronger credit profile. Legal ring-fencing is
considered open due to the absence of regulatory ring-fencing and
only certain limitations on intercompany flow of funds.
Effective control is evaluated as open given that Summit Midstream
is wholly owned and controlled by Summit. Funding and Cash
Management is evaluated as porous due to Summit Midstream's ability
to obtain both internal and external funding. Due to the above
linkage considerations, Fitch rates both entities based on
consolidated credit profile and has assigned the same IDRs.
DERIVATION SUMMARY
Harvest Midstream I, L.P. (Harvest; BB-/Stable) is a comparable
peer. Both are G&P companies with presence across multiple regions,
exposure to mature declining basins, and high volumetric risks.
However, Harvest is bigger in size. Customer concentration risk is
nearly similar, notwithstanding Harvest's more diverse customer
base. Harvest has a greater portion of revenue coming from its top
customer, which is also considered a supportive affiliate. Fitch
expects Harvest's leverage at approximately 3.5x in 2024, which is
lower than Summit's, and interest coverage at Harvest is expected
to be distinctly higher, leading to better financial flexibility in
the near term.
Harvest's bigger size, lower leverage, better financial
flexibility, and more supportive counterparty relationship,
accounts for the three-notch difference between it and Summit's
IDRs.
Blue Racer Midstream, LLC (Blue Racer; B+/Stable), is another G&P
peer company with operations concentrated in the Appalachia basin,
which is considered a more prolific region. Unlike Summit, Blue
Racer is a private company, half owned by Williams Companies, Inc.
(Williams; BBB/Stable), viewed as a supportive owner. Blue Racer's
size is comparable, but slightly larger than Summit. Both lack
sizeable revenue assurance type contracts and have exposures to
non-investment grade counterparties; however, Blue Racer has better
MVC contract coverage. Blue Racer's leverage is expected at
approximately 4.0x, which is lower, and its expected financial
flexibility better, given its larger revolver.
The lower leverage, and presence in more prolific region, are
primary drivers for the two-notch difference in Blue Racer's and
Summit's IDRs. However, Fitch acknowledges Blue Racer's slightly
better contract coverage, financial flexibility, and supportive
ownership.
KEY ASSUMPTIONS
- Fitch's base case of Natural Gas at Henry Hub of $2.8/mcf,
$3.25/mcf, $3/mcf, and $2.75/mcf in 2023, 2024, 2025 and beyond,
respectively;
- Fitch's base case West Texas Intermediate (WTI) oil price of $75,
$70, $65, $60, and $57 in 2023, 2024, 2025, and out years,
respectively;
- Company-wide, volumes rise at low-single-digit percentage in the
near term before declining at a low-single-digit percentage yoy
over the medium term, reflecting Fitch's base case for oil and gas
prices;
- Base interest rate for the credit facility reflects Fitch's
Global Economic Outlook, e.g., 5.75%, 4.5%, and 3.25% for 2023,
2024, and 2025, respectively;
- Timely refinancing of the debt maturities, albeit at a higher
coupon rate, consistent with prevailing interest rate environment
and spreads;
- Distributions from joint ventures received in accordance with the
agreements;
- Preferred unit distributions and common dividends remain
suspended in the near term;
- No M&A, asset divestitures, or large growth projects over the
forecast period.
RECOVERY ANALYSIS
- For the Recovery Rating, Fitch estimates the company's
going-concern value was greater than the liquidation value. The
going-concern multiple used was a 6.0x EBITDA multiple, which is in
the range of most multiples seen in recent reorganizations in the
energy sector. There have been a limited number of bankruptcies
within the midstream sector;
- Two recent gathering and processing bankruptcies of companies
indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best
estimates. In Fitch's recent bankruptcy case study report, "Energy,
Power and Commodities Bankruptcies Enterprise Value and Creditor
Recoveries," published in September 2023, the median enterprise
valuation exit multiple for the 51 energy cases with sufficient
data to estimate was 5.3x, with a wide range of multiples
observed;
- Fitch assumed a going-concern EBITDA of approximately $180
million, which reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which it has based the
company's valuation. As per criteria, the going concern EBITDA
reflects some residual portion of the distress that caused the
default;
- Fitch calculated administrative claims to be 10%, and a fully
drawn ABL facility, which are standard assumptions. The outcome is
a 'B+'/'RR2' rating for the Senior Second Lien Secured Debt, which
corresponds to an expected recovery in the range of 71% to 90%; and
'CCC'/'RR6' rating for the Senior Unsecured Debt, which corresponds
to an expected recovery of 0%.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA leverage on a TTM basis below and expected to sustain
below 5.5x;
- Meaningful change to earnings stability profile in terms of
greater proportion of EBITDA derived from high growth basins or
decreased volumetric exposure.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Interest Coverage sustained below 1.5x;
- Failure to proactively address the upcoming debt maturities;
- Reduced liquidity or an imminent failure to adhere to the
covenants on the ABL facility agreement;
- EBITDA leverage expected to sustain above 6.5x;
- Material change to contractual arrangement and operating
practices that negatively impacts cash flow or earnings profile,
including a move away from current majority of revenue being fee
based;
- Meaningful deterioration in customer credit quality or a
significant event at a major customer that impairs cash flows;
- Increases in capital spending beyond Fitch's expectation that
have negative consequences for credit profile (e.g. if not funded
with a balance of debt and equity).
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of Sept. 30, 2023, Summit had a total
liquidity of approximately $118 million. The company had
approximately $17 million of cash on its balance sheet, and
approximately $101 million available under its $400 million first
lien secured asset-based lending credit facility (ABL) (net of $4.3
million in outstanding letters of credit). The ABL is subject to a
borrowing base, which at Sept. 30, 2023 was determined at $715
million (more than the commitment amount).
Pro forma for the ABL amendment, in the event, that any amount of
the senior unsecured notes due April 15, 2025 remains outstanding
by Dec. 13, 2024, and liquidity is less than the sum of an amount
equal to the then outstanding 2025 senior unsecured notes and the
threshold amount (defined in the ABL agreement), the ABL facility
matures on Jan. 14, 2025. In the event no springing maturity
provision applies, the ABL is due on May 1, 2026.
Pro forma for the refinancing transaction, the remaining 5.75% $50
million outstanding 2025 senior unsecured notes mature on April 15,
2025; and both, the 8.5% $785 million outstanding 2026 second-lien
secured notes and 12% $210 million 2026 senior unsecured notes
mature on Oct. 15, 2026.
The covenants on the amended ABL facility agreement, as of the last
day of any fiscal quarter, requires the borrower to maintain a
first lien net leverage ratio of less than 2.5x, and interest
coverage ratio of greater than 1.75x through 2024 and 1.90x
thereafter. Fitch expects the borrower to remain compliant with the
covenants on the ABL facility, at least in the near term.
ISSUER PROFILE
Summit owns, develops and operates midstream energy infrastructure
assets in unconventional resource basins, primarily shale
formations in the continental United States. Summit, through its
100% ownership of Summit Midstream Holdings, LLC (Summit Midstream)
provides natural gas gathering, compression, treating, and
processing services, as well as crude oil and produced water
gathering services.
SUMMARY OF FINANCIAL ADJUSTMENTS
The values in the above Sensitivities and other metric values in
this press release are calculated by de-consolidating the
consolidated debt of Summit Permian Transmission Holdco, LLC (for
leverage), and removing the interest expense related to this debt
(for coverage). Further, no material flows related to Double E
Pipeline, LLC are used in the aforementioned metrics.
Fitch's calculation of adjusted EBITDA excludes equity in earnings
from unconsolidated affiliates and includes cash distributions from
those unconsolidated affiliates. Fitch gives 50% equity credit to
Summit's 9.50% Series A Preferred Cumulative Perpetual Units under
Fitch's hybrid methodology, Corporates Hybrids Treatment and
Notching Criteria.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Summit Midstream
Finance Corp.
Senior Secured
2nd Lien LT B+ Affirmed RR2 B+
Summit Midstream
Partners, LP LT IDR B- Affirmed B-
Summit Midstream
Holdings, LLC LT IDR B- Affirmed B-
Senior Secured
2nd Lien LT B+ Affirmed RR2 B+
senior unsecured LT CCC New Rating RR6
SUPERIOR ENVIRONMENT: Goldman Sachs MML Marks Loan at 73% Off
-------------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its $481,000
loan extended to Superior Environmental Solutions to market at
$132,000 or 27% of the outstanding amount, as of September 30,
2023, according to Goldman Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan to Superior Environmental
Solutions. The loan accrues interest at a rate of 11.87% (S +6.50%)
per annum. The loan matures on August 1, 2029.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
Superior Environmental Solutions, LLC (SES) is an industrial
cleaning service company. It provides waste management solutions
with the necessary equipment, materials, and highly trained
personnel. It offers an industrial cleaning service that can be
crafted to meet any customers' need.
SUPERIOR ENVIRONMENTAL: Goldman Sachs Marks Loan at 72% Off
-----------------------------------------------------------
Goldman Sachs BDC, Inc has marked its $400,000 loan extended to
Superior Environmental Solutions to market at $110,000 or 28% 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 to Superior Environmental Solutions. The loan accrues interest
at a rate of 11.87% (S + 6.50%) per annum. The loan matures on
August 1, 2029.
Goldman Sachs classified the loan on non-accrual status.
Goldman Sachs BDC 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.
Superior Environmental Solutions, LLC (SES) is an industrial
cleaning service company. It provides waste management solutions
with the necessary equipment, materials, and highly trained
personnel. It offers an industrial cleaning service that can be
crafted to meet any customers' need.
THRASIO LLC: $325MM Bank Debt Trades at 44% Discount
----------------------------------------------------
Participations in a syndicated loan under which Thrasio LLC is a
borrower were trading in the secondary market around 56.5
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $325 million facility is a Delay-Draw Term loan that is
scheduled to mature on December 18, 2026.
Thrasio LLC -- https://www.thrasio.com -- specializes in buying
Amazon third-party private label businesses. Its portfolio includes
Angry Orange pet odor eliminators and stain removers, Wise Owl
Outfitters camping and outdoor gear, and more than 200 other Amazon
and ecommerce brands. Thrasio was co-founded in 2018 by Joshua
Silberstein.
TRADER CORP: Goldman Sachs Marks C$315,000 Loan at 28% Off
----------------------------------------------------------
Goldman Sachs BDC, Inc has marked its CAD315,000 loan extended to
Trader Corporation to market at CAD228,000 or 72% 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 to Trader Corporation LTD. The loan accrues interest at a rate
of 12.13% (C+6.75%) per annum. The loan matures on December 21,
2029.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
Trader Corporation is a Canadian technology company based in
Toronto specializing in classified automotive advertising. The
company's flagship product is AutoTrader, an online marketplace for
buying and selling new and used vehicles. The company is owned by
private equity firm Thoma Bravo.
TROIKA MEDIA: Inks Sixth Amendment to Second A&R Limited Waiver
---------------------------------------------------------------
Troika Media Group, Inc. disclosed in a Current Report on Form 8-K
filed with the Securities and Exchange Commission that effective as
of Nov. 17, 2023, the Company and Blue Torch Finance LLC entered
into the Sixth Amendment to the Second A&R Limited Waiver pursuant
to which Blue Torch agreed to extend the Outside Date from Nov. 17,
2023 to Nov. 29, 2023.
The Second A&R Limited Waiver, as amended, concerns events of
default that relate to the Company's existing and anticipated
failures to satisfy certain financial and non-financial covenants
under the Financing Agreement. If the Company is unsuccessful in
curing the continuing events of default by the expiration of the
Waiver Period, the Company intends to seek further Limited Waivers
with Blue Torch, although it cannot assure that Blue Torch would be
willing to grant additional waivers. If the Company failed to
obtain a waiver or extension, the Company would be in default under
the Financing Agreement and the lenders would be able to exercise
remedies available to them under the Financing Agreement.
On Sept. 29, 2023, Blue Torch and the Company entered into a Second
Amended and Restated Limited Waiver of certain events of default
under the Financing Agreement dated March 21, 2022, by and among
the Company, the lenders from time-to-time party thereto, and Blue
Torch as collateral agent and administrative agent for the Lenders,
as amended by that certain First Amendment to Financing agreement,
dated as of Sept. 22, 2023, and as further amended, supplemented or
otherwise modified from time to time prior to Nov. 20, 2023. The
Second A&R Limited Waiver amends and restates the Amended Limited
Waiver to Financing Agreement dated as of Feb. 10, 2023. The Prior
Waiver would have expired on the earliest of (x) the occurrence of
an Event of Default under the Financing Agreement that is not a
Specified Event of Default, and (z) Sept. 29, 2023, subject to
potential extension of up to 60 days to obtain regulatory and/or
shareholder approval in the event the Company is pursuing a sale
transaction (the date such period expires, the "Outside Date").
The Company and Blue Torch entered into the Second A&R Limited
Wavier to, among other things, (i) waive certain Specified Events
of Default including any failure of the Company to make the
quarterly principal and interest payments under the Financing
Agreement due to be paid on or about Sept. 30, 2023; and (ii)
extend the Outside Date. The Second A&R Limited Waiver will expire
on the earliest of (x) the occurrence of an Event of Default under
the Financing Agreement that is not a Specified Event of Default,
(y) a failure by the Company to comply with certain sale and
refinancing milestones set forth in a side letter agreed by the
Company and the Lenders and (z) the amended Outside Date of Oct.
13, 2023. On Oct. 13, 2023, the Company and Blue Torch entered
into the First Amendment to the Second A&R Limited Waiver pursuant
to which Blue Torch agreed to extend the Outside Date from Oct. 13,
2023 to Oct. 20, 2023. On Oct. 20, 2023, the Company and Blue
Torch entered into the Second Amendment to the Second A&R Limited
Waiver pursuant to which Blue Torch agreed to extend the Outside
Date from Oct. 20, 2023 to Oct. 27, 2023. Effective as of Oct. 27,
2023, the Company and Blue Torch entered into the Third Amendment
to the Second A&R Limited Waiver pursuant to which Blue Torch
agreed to extend the Outside Date from Oct. 27, 2023 to Nov. 3,
2023.
Effective as of Nov. 3, 2023, the Company and Blue Torch entered
into the Fourth Amendment to the Second A&R Limited Waiver pursuant
to which Blue Torch agreed to extend the Outside Date from Nov. 3,
2023 to Nov. 10, 2023. Effective as of Nov. 10, 2023, the Company
and Blue Torch entered into the Fifth Amendment to the Second A&R
Limited Waiver pursuant to which Blue Torch agreed to extend the
Outside Date from Nov. 10, 2023 to Nov. 17, 2023.
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com
-- is a professional services company that architects and builds
enterprise value in consumer facing brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars that: CREATE brands and experiences and CONNECT
consumers through emerging technology products and ecosystems to
deliver PERFORMANCE based measurable business outcomes.
Troika Media reported a net loss of $9.58 million for the six
months ended Dec. 31, 2022. Troika Media reported a net loss of
$38.69 million for the year ended June 30, 2022, a net loss of $16
million for the year ended June 30, 2021, and a net loss of $14.45
million for the year ended June 30, 2020. For the six months ended
June 30, 2023, the Company reported a net loss of $20.16 million.
TROIKA MEDIA: Receives Delinquency Letter From Nasdaq
-----------------------------------------------------
Troika Media Group, Inc. disclosed in a Current Report on Form 8-K
filed with the Securities and Exchange Commission that it received
a delinquency notification letter from Nasdaq stating that the
Company was not in compliance with Nasdaq Listing Rule 5250(c)(1)
because it had not timely filed its Quarterly Report on Form 10-Q
for the quarter ended Sept. 30, 2023.
According to the Nov. 17 letter from Nasdaq, the Company must
submit a plan of compliance within 60 days addressing how it
intends to regain compliance with Nasdaq's listing rules or
otherwise file the Form 10-Q before the expiration of such 60-day
period.
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com
-- is a professional services company that architects and builds
enterprise value in consumer facing brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars that: CREATE brands and experiences and CONNECT
consumers through emerging technology products and ecosystems to
deliver PERFORMANCE based measurable business outcomes.
Troika Media reported a net loss of $9.58 million for the six
months ended Dec. 31, 2022. Troika Media reported a net loss of
$38.69 million for the year ended June 30, 2022, a net loss of $16
million for the year ended June 30, 2021, and a net loss of $14.45
million for the year ended June 30, 2020. For the six months ended
June 30, 2023, the Company reported a net loss of $20.16 million.
TUPPERWARE BRANDS: Reappoints Karen Sheehan as Executive VP
-----------------------------------------------------------
Tupperware Brands Corporation disclosed in a Current Report on Form
8-K filed with the Securities and Exchange Commission that its
Board of Directors reappointed Karen M. Sheehan as executive vice
president, chief legal officer and secretary, with such appointment
effective on Nov. 20, 2023.
Ms. Sheehan, age 50, had been serving as the Company's external
general counsel and acting corporate secretary since Oct. 1, 2023,
pursuant to a Consulting Services Agreement dated Aug. 24, 2023.
Prior to this role, Ms. Sheehan served as the Company's executive
vice president, chief legal officer & secretary from January 2017
until her resignation effective Sept. 30, 2023. Ms. Sheehan
previously served as the Company's senior vice president, general
counsel and secretary from January 2016 through December 2016, and
vice president and deputy general counsel from December 2014
through December 2015. She holds a Bachelor of Arts in History and
German from Rutgers University, and a Juris Doctor from Georgetown
University Law Center.
Under the terms of the Consulting Agreement, which terminated on
Nov. 19, 2023 in connection with her reappointment, Ms. Sheehan is
expected to receive approximately $240,000 for services rendered to
the Company.
The material terms of Ms. Sheehan's employment with the Company are
summarized below:
* Base Salary: $500,000;
* Target Bonus % of Base Salary: 60% for fiscal year 2023, and
65% for fiscal year 2024;
* Annual Long-Term Incentive Award: Reinstatement into the fiscal
year 2023 award program with a target award value of $550,000 for
the fiscal year 2023, and $650,000 for fiscal year 2024;
* 2023 Cash Retention Program Award: Reinstatement in the program
with an approved award of $268,200, payable in two equal
installments (December 2023 and July 2024), subject to clawback
upon voluntary resignation;
* Previously Earned Awards: Reinstatement of all unvested awards
that were forfeited on the Resignation Date; and
* Employee Benefits: Participation in employee benefit plans and
programs that are made available to similarly situated executives
of the Company.
About Tupperware Brands
Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com
-- is a global consumer products company that designs innovative,
functional and environmentally responsible products. Founded in
1946, Tupperware's signature container created the modern food
storage category that revolutionized the way the world stores,
serves and prepares food. Today, this iconic brand has more than
8,500 functional design and utility patents for solution-oriented
kitchen and home products. With a purpose to nurture a better
future, Tupperware products are an alternative to single-use items.
The company distributes its products into nearly 70 countries,
primarily through independent representatives around the world.
On June 1, 2023, Tupperware Brands received a notice from the New
York Stock Exchange indicating the Company is not in compliance
with Sections 802.01B and Section 802.01C of the NYSE Listed
Company Manual because (i) the Company's average global market
capitalization over a consecutive 30 trading-day period was less
than $50 million and, at the same time, its last reported
stockholders' equity was less than $50 million, and (ii) the
average closing price of the Company's common stock was less than
$1.00 over a consecutive 30 trading-day period. The Notice has no
immediate effect on the listing of the Company's common stock.
Tupperware Brands reported a net loss of $232.5 million for the
year ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had
$743.6 million in total assets, $1.17 billion in total liabilities,
and a total shareholders' deficit of $429.8 million.
Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's
auditor since 1995, issued a "going concern" qualification in its
report dated Oct. 13, 2023, citing that the Company has experienced
liquidity challenges and is uncertain about its ability to comply
with debt covenants, which resulted in the borrowings under the
Company's credit agreement being classified as current as of Dec.
31, 2022, and that also raises substantial doubt about its ability
to continue as a going concern.
UBO-TECHNOLOGIES: Unsecureds Will Get 3.96% via Quarterly Payments
------------------------------------------------------------------
Ubo-Technologies, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Combined Disclosure Statement and
Chapter 11 Plan ("CDP") dated November 14, 2023.
The Debtor, a Florida limited liability company, was founded in
February 2018. The Debtor is a manufacturer of UV-LED water bottles
that are made in China and distributed globally as B2B and B2C
models.
As defined by Section 101(31) of the Bankruptcy Code, the insider
of the Debtor at the time of filing was Rakesh Guduru, who is the
President, 100% owner, and sole member of the Debtor. The Debtor's
current and temporary place of business is 11028 N.W. 80th Lane,
Doral, Florida 33178, which is the residence of Guduru.
On Oct. 12, 2023, the Debtor and its owner, Rakesh Guduru, entered
into an Agreement Governing Acquisition of LLC Membership Interests
with Blended BioHealth Inc. ("BBHI") (the "Acquisition Agreement").
Under the terms of the Acquisition Agreement, Guduru has agreed to
sell 100% of his ownership/membership interest in the Debtor to
BBHI. BBHI has agreed to provide funding for the Plan of
Reorganization in an amount up to and not exceeding $550,000.00,
the purchase price under the Acquisition Agreement.
The sale and purchase of the 100% ownership interest in the Debtor
is subject to, and conditioned upon, the approval of the
Acquisition Agreement as incorporated into this CDP. The closing
under the Acquisition Agreement shall occur on or before the Plan
Effective Date. As part of this CDP and to demonstrate the
feasibility of BBHI's commitment to fund the proposed payments to
creditors under the CDP, attached hereto is a copy of a letter
dated November 1, 2023, from Truist Bank, showing available funds
on deposit totaling $325,000.00, which attests to BBHI's financial
stability and its ability to make the initial payments to fund the
Plan commencing 30 days after the Plan Effective Date (and
following the closing of BBHI's purchase of the Debtor under the
Acquisition Agreement) as well as future plan payments.
In July 2023, as a result of a Stop Sale, Use or Removal Order
(SSURO) issued to the Debtor by the (U.S.) Environmental Protection
Agency (EPA), the Debtor placed a temporary hold on the manufacture
and sale of its products until product packaging and labeling are
revised to ensure compliance with the branding and labeling
requirements under the Federal Insecticide, Fungicide, and
Rodenticide Act (FIFRA) and regulations promulgated thereunder.
Under this CDP, BBHI has agreed, as part of its funding commitment
for the CDP, to advance $25,000 to the Debtor as post-petition
financing to enable the Debtor to repackage and relabel products
currently in inventory and to resume marketing its products in
compliance with FIFRA.
Class 4 consists of Unsecured Claims. Debtor will pay General
Unsecured Claims that are allowed (currently, 42 General Unsecured
Claims have been allowed in an aggregate amount of $1,896,476.62)
in a total amount of $75,100.47 (3.96% of their claims), payable in
twenty quarterly payments of $3,750.00 that will be paid on a
prorata basis to and among General Unsecured Claims that are
allowed. This class is impaired.
BBHI, on behalf of the Debtor, shall have a total monthly payment
under the CDP of $8,480 and a total payment obligation under the
CDP of approximately $508,800.
Under this CDP, and in reliance on BBHI's funding commitment under
the Acquisition Agreement - Debtor is confident and believes that
the Debtor, or BBHI in acting on Debtor's behalf, will have
sufficient cash over the life of the CDP to make the required
payments to Creditors under the CDP.
A full-text copy of the Combined Disclosure Statement and Plan
dated Nov. 14, 2023 is available at https://urlcurt.com/u?l=525Xun
from PacerMonitor.com at no charge.
Counsel for the Debtor:
Chad Van Horn, Esq.
Van Horn Law Group, P.A.
330 North Andrews Avenue, Suite 450
Fort Lauderdale, FL 33301-1012
Telephone: (954) 637-0000
Email: chad@cvhlawgroup.com
About Ubo-Technologies
Ubo-Technologies, LLC, manufactures water bottles. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 23-12848) on April 13, 2023. In the
petition signed by Rakesh Guduru, founder and CEO, the Debtor
disclosed $327,181 in assets and $2,521,279 in liabilities.
The Hon. Bankruptcy Judge Laurel M. Isicoff oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group, P.A., is the Debtor's
legal counsel.
USN OPCO: Goldman Sachs Marks $3MM Loan at 35% Off
--------------------------------------------------
Goldman Sachs BDC, Inc has marked its $3,023,000 loan extended to
USN Opco LLC (dba Global Nephrology Solutions) to market at
$1,971,000 or 65% 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 to USN Opco LLC (dba Global Nephrology Solutions). The loan
accrues interest at a rate of 11.29% (S + 5.75 %) per annum. The
loan matures on December 21, 2026.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
USN Opco LLC does business as Global Nephrology Solutions, a
physician-owned, nephrology solutions company with more than 425
providers and more than 900 employees supporting nephrologists who
provide care across 12 states.
VERITAS US: EUR748MM Bank Debt Trades at 23% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Veritas US Inc is a
borrower were trading in the secondary market around 76.6
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The EUR748.6 million facility is a Term loan that is scheduled to
mature on September 1, 2025. The amount is fully drawn and
outstanding.
Veritas US Inc. designs and develops enterprise software solutions.
VTV THERAPEUTICS: Effects 1-for-40 Reverse Common Stock Split
-------------------------------------------------------------
vTv Therapeutics, Inc. disclosed in a Current Report on Form 8-K
filed with the Securities and Exchange Commission that the Company
filed a Certificate of Amendment to its amended and restated
certificate of incorporation, as amended, with the Secretary of
State of the State of Delaware, which effected, as of 4:01 p.m.,
Eastern Time, on Nov. 20, 2023, a reverse stock split.
On Nov. 14, 2023, the board of directors of vTv Therapeutics
approved a reverse stock split at a ratio of 1-for-40, such that
every 40 shares of the Company's Class A common stock, par value
$0.01 per share, will be combined into one issued and outstanding
share of Class A Common Stock and every 40 shares of the Company's
Class B common stock, par value $0.01 per share, will be combined
into one issued and outstanding share of Class B Common Stock.
No fractional shares were issued in connection with the Reverse
Stock Split. Any fractional shares of Class A Common Stock and
Class B Common Stock to which a stockholder was entitled resulting
from the Reverse Stock Split were rounded up to the nearest whole
share. The Reverse Stock Split was effected in order to enable the
Company to regain compliance with the $1.00 per share minimum
closing price required to maintain continued listing on the Nasdaq
Capital Market.
The Reverse Stock Split applied equally to all outstanding shares
of the Class A Common Stock and Class B Common Stock, and each
stockholder holds the same percentage of Class A Common Stock and
Class B Common Stock outstanding as that stockholder held
immediately prior to the Reverse Stock Split, except for
adjustments resulting from the treatment of fractional shares, as
described above. The Reverse Stock Split also reduced the number
of shares of Class A Common Stock issuable upon exercise of stock
options outstanding immediately prior to the Reverse Stock Split.
The Company's Class A Common Stock began trading on a post-split
basis on Nov. 21, 2023. The Company's Class A Common Stock will
continue trading under the symbol "VTVT," and the new CUSIP number
for the Class A Common Stock following the Reverse Stock Split is
91835204.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical stage biopharmaceutical company
focused on developing oral, small molecule drug candidates. vTv
has a pipeline of clinical drug candidates led by cadisegliatin
(TTP399), a potential adjunctive therapy to insulin for the
treatment of type 1 diabetes. vTv's development partners are
pursuing additional indications in type 2 diabetes, chronic
obstructive pulmonary disease, renal disease, primary mitochondrial
myopathy, and glioblastoma and other cancers and cancer
treatment-related conditions.
vTv Therapeutics reported a net loss attributable to the Company of
$19.16 million for the year ended Dec. 31, 2022, compared to a net
loss attributable to the Company of $12.98 million for the year
ended Dec. 31, 2021. As of March 31, 2023, the Company had $28.83
million in total assets, $28.42 million in total liabilities,
$19.60 million in redeemable noncontrolling interest, and a total
stockholders' deficit of $19.19 million.
Raleigh, North Carolina-based Ernst & Young LLP, the Company's
auditor since 2000, issued a "going concern" qualification in its
report dated March 6, 2023, citing that the Company has not
generated any product revenue, has not achieved profitable
operations, has insufficient liquidity to sustain operations and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
WEBPT INC: Goldman Sachs Marks $2.6MM Loan at 24% Off
-----------------------------------------------------
Goldman Sachs BDC, Inc has marked its $2,617,000 loan extended
WebPT, Inc to market at $1,994,000 or 76% 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 to WebPT, Inc. The loan accrues interest at a rate of 12.25%
(C %) per annum. The loan matures on January 18, 2028.
Goldman Sachs BDC classified the loan on non-accrual status and as
a non-income producing security.
Goldman Sachs BDC 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.
WebPT, Inc. develops software for web-based physical therapy
electronic medical records and documentation. The Company provides
product gives physical therapists control over physical therapy
documentation, scheduling, and practice management tools. WebPT
serves customers in the United States.
WEBPT INC: Goldman Sachs MML Marks $278,000 Loan at 24% Off
-----------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its $278,000
loan extended to WebPT, Inc. to market at $212,000 or 76% of the
outstanding amount, as of September 30, 2023, according to Goldman
Sachs Middle Market Lending LLC II's Form 10-Q for the Quarterly
period ended, September 30, 2023, filed with the Securities and
Exchange Commission on November 7, 2023.
Goldman LLC II is a participant in a First Lien Senior Secured Debt
Loan WebPT, Inc. The loan accrues interest at a rate of 12.25% (S
+6.75%) per annum. The loan matures on June 1, 2028.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
WebPT, Inc. develops software for web-based physical therapy
electronic medical records and documentation. The Company provides
product gives physical therapists control over physical therapy
documentation, scheduling, and practice management tools. WebPT
serves customers in the United States.
WEBPT INC: Goldman Sachs MML Marks $278,000 Loan at 85% Off
-----------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its $278,000
loan extended to WebPT, Inc. to market at $41,000 or 15% of the
outstanding amount, as of September 30, 2023, according to Goldman
Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan WebPT, Inc. The loan accrues
interest at a rate of 12.30% (S +6.75%) per annum. The loan matures
January 18, 2028.
Goldman Sachs Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
WebPT, Inc. develops software for web-based physical therapy
electronic medical records and documentation. The Company provides
product gives physical therapists control over physical therapy
documentation, scheduling, and practice management tools. WebPT
serves customers in the United States.
WESTJET AIRLINES: Moody's Ups CFR to B2 & 1st Lien Term Loan to B1
------------------------------------------------------------------
Moody's Investors Service has upgraded WestJet Airlines Ltd.'s
corporate family rating to B2 from B3 and maintained the stable
outlook. At the same time Moody's has upgraded the company's
probability of default rating to B2-PD from B3-PD, backed senior
secured first-lien term loan B to B1 from B2, and backed senior
secured first-lien revolving credit facility to B1 from B2.
"The upgrade reflects Moody's expectation that WestJet's credit and
operating metrics will continue to improve over the next 12-18
months" said Aziz Al Sammarai, Moody's assistant vice president.
"WestJet's network, operating costs, and EBITDA will improve due to
a stable operating environment and from the integration of
Sunwing."
RATINGS RATIONALE
WestJet's B2 CFR benefits from a leading position in the
duopolistic Canadian air travel market, Moody's expectation that
financial leverage (debt/EBITDA) will improve to around 4.8x in
2024, improved profitability as it undergoes new narrow-body fleet
deliveries, and renewed focus as low-cost carrier with premium
leisure offerings.
The rating is constrained by execution risk with the integration of
its ultra-low cost carrier (SWOOP) and recently acquired Sunwing
Airlines (Sunwing), emerging low-cost carrier competition that
could pressure air fares and yields, and private equity ownership
that could lead to shareholder friendly transactions limiting cash
flow available for deleveraging.
WestJet has good liquidity through 2024. Sources of liquidity total
about of CAD1.7 billion compared to about CAD700 million of uses.
At September 2023, sources are comprised of CAD1.1 billion of cash
and cash equivalents (net of restricted cash and minimum regulatory
requirement for tour operators), full availability under its $350
million (about CAD480 million) revolver expiring in Dec 2024, and
Moody's expectation of about CAD100 million of positive free cash
flow over the next 5 quarters. These sources are sufficient to fund
about CAD700 million of mandatory annual debt and lease repayments
over the next five quarters. Moody's sources of liquidity do not
include WestJet's expectation of completing sale and leaseback
transactions for its future aircraft deliveries or on existing
aircraft, which if completed, will provide additional liquidity.
WestJet's term loan B and revolver are secured by most of its
assets and subject to a collateral coverage test which the company
is currently above the minimum requirement.
The B1 ratings on WestJet's term loan B and revolver are rated one
notch above the CFR, reflecting its priority above the company's
trade payables despite constituting the bulk of the debt capital
structure. The term loan B and revolver have first lien security on
substantially all the material assets of the company, excluding
aircraft that secure Export Development Corporation (EDC) term
loans.
The stable outlook reflects Moody's expectation that WestJet will
be able to maintain good liquidity and improve its financial
leverage to below 5x and interest coverage toward 3x through 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company demonstrates good
track record of operating performance following the Sunwing
acquisition, debt/EBITDA sustained below 5x, and (Funds from
operations plus interest)/interest is likely to approach 3.5x.
The ratings could be downgraded if liquidity deteriorates,
sustained negative impact on earnings and cash flows from softening
of demand, debt/EBITDA is expected to be sustained above 6.5x, or
if (Funds from operations plus interest)/interest is sustained
below 2x.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Passenger
Airlines published in August 2021.
WestJet Airlines Ltd. headquartered in Calgary, Alberta, is a
private company owned by Onex Corporation, and is the
second-largest Canadian air carrier, providing scheduled passenger
services to destinations in Canada, the US, Central America, the
Caribbean and Europe.
WEWORK INC: Files Supplemental Disclosures With SEC
---------------------------------------------------
WeWork Inc. on Nov. 21, 2023, filed with the Securities and
Exchange Commission a Supplemental Disclosure as of and for the
Three and Nine Months Ended September 30, 2023. A copy of the
filing is available at https://tinyurl.com/2ts5v9xj
Restructuring Support Agreement
On the Petition Date, prior to the commencement of the Chapter 11
Cases, the Debtors entered into a Restructuring Support Agreement
with certain prepetition stakeholders (the "Consenting
Stakeholders"). The Consenting Stakeholders represent holders of
at least a majority of the aggregate principal amount of the
Debtors' debt obligations under various debt agreements.
Under the Restructuring Support Agreement, the Consenting
Stakeholders have agreed, subject to certain terms and conditions,
to support a financial and operational restructuring (the
"Restructuring") of the existing debt of, existing equity interests
in, and certain other obligations of the Debtors, pursuant to a
prearranged plan of reorganization (the "Plan") under Chapter 11 of
the Bankruptcy Code.
The Plan will be implemented in accordance with the Restructuring
Support Agreement and the restructuring term sheet (the
"Restructuring Term Sheet"), attached to and incorporated into the
Restructuring Support Agreement which, among other things,
contemplates:
* the equitization of the Prepetition LC Facility Claims, the
1L Notes Claims and the 2L Notes Claims into New Interests (each,
as defined in the Restructuring Support Agreement), subject to
certain conditions set forth in the Restructuring Term Sheet; and
* the cancellation of all other indebtedness and preexisting
equity interests in the applicable Debtors.
The Restructuring Support Agreement also contemplates that the
Consenting Stakeholders will support a super priority
debtor-in-possession "Term Loan C" and cash collateralized letter
of credit facility for the issuance of cash collateralized standby
letters of credit during the Chapter 11 Cases.
The Restructuring Support Agreement and the Restructuring Term
Sheet also provide for stakeholder recoveries and treatment,
including, without limitation, as follows:
* each holder of Prepetition LC Facility Claims and 1L Notes
Claims shall receive its pro rata share of the 1L Equity
Distribution (as defined in the Restructuring Term Sheet), subject
to certain dilution;
* each holder of 2L Notes Claims shall receive its pro rata
share of the 2L Equity Distribution (as defined in the
Restructuring Term Sheet), subject to certain dilution;
* each holder of 3L Notes Claim, Unsecured Notes Claim and
General Unsecured Claim (each, as defined in the Restructuring Term
Sheet) shall receive treatment in a manner consistent with section
1129(a)(9) of the Bankruptcy Code and in any event no less than
such holder’s pro rata share of the liquidation value of the
unencumbered assets held by the applicable Debtor against which
their claim is allowed; and
* each holder of equity interests in the Debtors shall have
such equity interests cancelled, released, discharged, and
extinguished and shall not receive any distribution on account of
such interests.
The Restructuring Support Agreement contains certain milestones for
the progress of the Chapter 11 Cases, which include the dates by
which the Debtors are required to, among other things, obtain
certain orders of the Bankruptcy Court and consummate the
Restructuring Transactions.
Although the Debtors intend to pursue the Restructuring
contemplated by the Restructuring Support Agreement, there can be
no assurance that the Debtors will be successful in completing a
restructuring or any other similar transactions on terms set forth
in the Restructuring Support Agreement, on different terms or at
all.
NYSE Delisting Proceedings
On Nov. 7, 2023, the New York Stock Exchange notified the Company
that it would commence proceedings to delist the Company's Class A
common stock, par value $0.0001 per share, from NYSE and that
trading in the Class A common stock was suspended immediately.
NYSE determined that the Company is no longer suitable for listing
pursuant to NYSE Listed Company Manual Section 802.01D upon the
filing of the Chapter 11 Cases. The NYSE will apply to the SEC to
delist the Company's Class A common stock upon completion of all
applicable procedures. The Company does not intend to appeal the
determination and, therefore, it is expected that its Class A
common stock will be delisted from the NYSE. As a result of the
suspension and expected delisting, the Company's Class A common
stock commenced trading in the OTC Pink Marketplace under the
symbol "WEWKQ".
Previously, in August 2023, NYSE filed a Form 25 to delist the
Company's warrants, each exercisable to purchase one share of the
Company's Class A common stock, par value $0.0001 per share, at a
price of $11.50 per share, due to "abnormally low" trading price
levels pursuant to Section 802.01D of the NYSE Listed Company
Manual. Effective August 23, 2023, such warrants are trading on the
OTC Pink Marketplace under the symbol "WEWOW."
Independent Registered Accounting Firm
On Nov. 9, 2023, Ernst & Young LLP ("EY") informed the Company that
EY will not seek to be retained as the Company's independent
registered accounting firm and will therefore no longer provide
audit services to the Company and its subsidiaries following the
previously announced Chapter 11 Cases of the Company and certain of
its subsidiaries. There is no dispute between the Company and EY.
The Company will disclose its engagement of a new independent
registered public accounting firm once the evaluation process has
been completed and as required by, and in accordance with, the
SEC's rules and regulations.
DIP Commitment Letter
On Nov. 15, 2023, subsequent to commencement of the Chapter 11
Cases, WeWork Companies U.S. LLC (the "Borrower") entered into a
commitment letter (together with all exhibits and schedules
thereto, the "DIP Commitment Letter") with Goldman Sachs
International Bank ("Goldman Sachs"), JPMorgan Chase Bank, N.A.
("JPMorgan", and together with Goldman Sachs, collectively, the
"DIP LC Commitment Parties") and SoftBank Vision Fund II-2 L.P.
("SVF" and, together with the DIP LC Commitment Parties, the
"Commitment Parties"). Pursuant to the DIP Commitment Letter, and
subject to the satisfaction of certain customary conditions,
including the approval of the Bankruptcy Court (which has not been
obtained at this time), the Commitment Parties committed, severally
but not jointly, to provide the Borrower with financing for (i) a
first lien senior secured "last out" debtor-in-possession term loan
"C" facility (the "DIP TLC Facility" and the commitments in respect
of the DIP TLC Facility, the "Term C Loans") to provide, in full on
the date of effectiveness of the DIP TLC Facility, cash collateral
for the DIP LC Facility and (ii) a first lien senior secured "first
out" cash collateralized debtor-in-possession letter of credit
facility for the issuance of standby letters of credit (the "DIP LC
Facility" and, together with the DIP TLC Facility, the "DIP
Facilities") in the aggregate amount equal to 105% of the lesser of
(x) $650 million plus certain credit exposure related to letters of
credit in such aggregate face amount and (y) the aggregate U.S.
Dollar face amount of letters of credit outstanding under the
Borrower's prepetition letter of credit facility, plus certain
credit exposure related thereto.
The DIP Facilities are expected to include conditions precedent,
representations and warranties, affirmative and negative covenants,
and events of default customary for financings of this type and
size. The proceeds of all or a portion of the proposed DIP
Facilities may be used by the Borrower to cash fund on the closing
date of the DIP Facilities, using the proceeds of Term C Loans, one
or more interest-bearing cash collateral accounts established with
a DIP LC Commitment Party, which shall be in the name of the
Borrower, and the DIP LC Facility will be available to issue,
renew, replace, amend, extend or otherwise continue outstanding and
unexpired letters of credit under the prepetition credit facility.
Closing of the DIP Facilities will be subject to, among other
customary conditions, entry of an order by the Bankruptcy Court
approving the DIP Facilities, no later than 35 calendar days from
November 6, 2023.
Tripartite Agreements
On Nov. 17, 2023, the Issuers entered into resignation, appointment
and acceptance agreements (collectively, the "Tripartite
Agreements") with U.S. Bank Trust Company, National Association
(the "Resigning Trustee"), and each of (i) Delaware Trust Company,
with respect to the Third Lien Notes, and (ii) Computershare Trust
Company, with respect to the 7.875% Senior Notes and 5.00% Senior
Notes (together, the "Successor Trustees"). Pursuant to the
Tripartite Agreements, the Resigning Trustee resigned, and each of
the Successor Trustees accepted its applicable appointment, as
trustee, paying agent and registrar under the indentures governing
the Third Lien Notes, the 7.875% Senior Notes and the 5.00% Senior
Notes.
As a result of various legal reorganization transactions undertaken
in July 2019 as discussed in Note 1 to the unaudited Condensed
Consolidated Financial Statements, The We Company became the
holding company of our business, and the then-stockholders of
WeWork Companies Inc. (our predecessor for financial reporting
purposes) became the stockholders of The We Company. Effective
October 14, 2020, The We Company changed its legal name to WeWork
Inc. ("Legacy WeWork").
On October 20, 2021 (the "Closing Date"), the Company (which was
formerly known as BowX Acquisition Corp. ("Legacy BowX"))
consummated its previously announced business combination pursuant
to that certain Agreement and Plan of Merger, dated as of March 25,
2021 (the "Merger Agreement"), by and among Legacy BowX, a
subsidiary of Legacy BowX, and Legacy WeWork. As contemplated by
the Merger Agreement, (1) the subsidiary of Legacy BowX merged with
and into Legacy WeWork, with Legacy WeWork surviving as a wholly
owned subsidiary of Legacy BowX, and (2) immediately thereafter,
Legacy WeWork merged with and into another subsidiary of Legacy
BowX (such mergers and collectively with the other transactions
described in the Merger Agreement, the "Business Combination"). In
connection with the closing of the Business Combination, Legacy
BowX changed its name to WeWork Inc.
On Nov. 6, 2023, WeWork Companies LLC changed its name to WeWork
Companies U.S. LLC and underwent a corporate division under section
18-217 of the Delaware Limited Liability Company Act. Through the
corporate division and related actions, WeWork Companies U.S. LLC
(formerly WeWork Companies LLC) was divided into two companies: (1)
WeWork Companies LLC, which retained (a) guarantee obligations
associated with certain of the Company's international leases and
(b) an indemnity from WeWork Companies U.S. LLC to fund such
obligations; and (2) WeWork Companies U.S. LLC, which retained all
other liabilities and assets. Following these events, WeWork
Companies U.S. LLC became a Debtor in the Chapter 11 Cases (each as
defined below). WeWork Companies LLC is not a Debtor in the Chapter
11 Cases.
The Company holds an indirect general partner interest and indirect
limited partner interests in The We Company Management Holdings
L.P. (the "WeWork Partnership"). The WeWork Partnership owns 100%
of the equity in WeWork Companies U.S. LLC (as successor to WeWork
Companies LLC). The Company, through the WeWork Partnership and
WeWork Companies U.S. LLC, holds all the assets held by WeWork
Companies Inc. prior to the July 2019 legal entity reorganization
and is subject to substantially all the liabilities to which WeWork
Companies Inc. was subject prior to the 2019 legal entity
reorganization.
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.
WW INTERNATIONAL: $945MM Bank Debt Trades at 31% Discount
---------------------------------------------------------
Participations in a syndicated loan under which WW International
Inc is a borrower were trading in the secondary market around 68.6
cents-on-the-dollar during the week ended Friday, November 24,
2023, according to Bloomberg's Evaluated Pricing service data.
The $945 million facility is a Term loan that is scheduled to
mature on April 13, 2028. About $942.6 million of the loan is
withdrawn and outstanding.
WW International Inc., formerly weight watchers international Inc.,
is a global company headquartered in the US that offers weight
loss.
XPLORNET COMMS: $200MM Bank Debt Trades at 69% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 31.5 cents-on-the-dollar during the week ended
Friday, November 24, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $200 million facility is a Term loan that is scheduled to
mature on October 1, 2029. The amount is fully drawn and
outstanding.
Xplornet Communications Inc operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. Xplornet Communications
serves customers in Canada.
XPLORNET COMMS: $995MM Bank Debt Trades at 36% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 63.7 cents-on-the-dollar during the week ended
Friday, November 24, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $995 million facility is a Term loan that is scheduled to
mature on October 1, 2028. The amount is fully drawn and
outstanding.
Xplornet Communications Inc operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. Xplornet Communications
serves customers in Canada.
YAK TIMBER: Unsecureds to Recover Up to 10% of Claims in Plan
-------------------------------------------------------------
Yak Timber, Inc., filed with the U.S. Bankruptcy Court for the
District of Alaska a Combined Disclosure Statement and Plan of
Liquidation dated November 14, 2023.
The Debtor was formed on July 13, 2018, to harvest timber on land
owned by Kwaan and then export the harvested timber internationally
or through various logging agreements.
The Plan contemplates the liquidation of all of Debtor's assets and
a distribution of net proceeds from the liquidation, primarily to
its senior secured creditor, AgWest Farm Credit Services, PCA
(together with Northwest Farm Credit Services, PCA, "AgWest"), as
well as other payments to secured creditors, administrative expense
claimants, priority unsecured creditors, and, if there are
sufficient proceeds from the sale of Retained Assets, a
distribution of up to 10% to general unsecured creditors. Any
excess available funds after a 10% distribution to general
unsecured creditors will be paid to AgWest to the extent it is
still owed money after the liquidation of the Relief Assets.
The Plan has been formulated based on the agreements set forth
between Debtor, AgWest, and Yak Tat Kwaan, Inc. ("Kwaan"), included
in the Term Sheet, dated as of October 2, 2023, (the "Term Sheet"),
and the Liquidation Cooperation Agreement, dated as of November 1,
2023, (the "Liquidation Cooperation Agreement"). The Debtor and
AgWest are negotiating the terms of a Plan Support Agreement
consistent with the terms of the Term Sheet.
The Plan will be implemented through two primary steps:
* Liquidation of Relief Assets: Debtor, AgWest, and Kwaan have
agreed to cooperate to liquidate the Relief Assets (as defined in
the Term Sheet), pursuant to the terms of the Liquidation
Cooperation Agreement. AgWest, as the senior-secured lender, is
entitled to the proceeds of the sale of the Relief Assets up to the
full amount of its Allowed Claim. AgWest has received relief from
the bankruptcy automatic stay to exercise its rights with respect
to the Debtor's collateral and liquidate the Relief Assets. The
Liquidation Cooperation Agreement facilitates the Bank's
liquidation while indemnifying the estate from bearing any of the
costs of the liquidation process, although AgWest can add costs of
liquidation to its debt.
* Liquidation of Retained Assets: As set forth in the Term
Sheet, the Debtor will be permitted to sell certain Retained Assets
(as defined in the Term Sheet) and, after notice and upon motion to
the Court, to distribute the proceeds generated from the sale of
Retained Assets to administrative expense claimants, priority
unsecured creditors, and, depending on the amount of the net
proceeds generated by the sale of the Retained Assets, up to a 10%
distribution to general unsecured creditors. Any excess available
funds, after a 10% distribution to general unsecured creditors,
will be paid to AgWest to the extent it is still owed money after
the liquidation of the Relief Assets.
Class 4 consists of Priority Unsecured Claims. Allowed Priority
Unsecured Claims shall be paid in full in Cash on the Effective
Date provided there is sufficient cash in the Estate. The Priority
Unsecured Claims shall be paid from the net proceeds from the sale
of Retained Assets, in Cash, on the later of the Effective Dateand
the date upon which a Priority Unsecured Claim is Allowed, or
within 10 days thereafter. Estimated percentage recovery shall be
100% provided there are sufficient proceeds after paying
Administrative Expense Claims.
Class 5 consists of Allowed General Unsecured Claims. The holders
of Allowed General Unsecured Claims (including any rejection claims
related to the rejection of executory contracts and leases) shall
be paid their Pro Rata Share (sharing with Class 2 and the
unsecured portion of Class 3) of any Retained Asset Surplus
Proceeds, up to a total distribution of 10% of their Allowed Claim
amount. Distributions on account of Allowed General Unsecured
Claims shall be made as soon as reasonably practicable. The allowed
unsecured claims total $1,605,489.60. This Class is impaired.
Holders of Equity Interests in the Debtor will not receive any
distributions or other consideration under the Plan. The Debtor
will be dissolved after the completion of the distributions under
the Plan.
The proceeds of the liquidation of the Relief Assets shall be paid
to AgWest as sales are completed until AgWest's Allowed Secured
Claim has been satisfied in full or all Relief Assets have been
sold. On or before the Effective Date, it is expected that Debtor
will have Cash available from the sale of Retained Assets to fund
distributions to other Classes of creditors besides AgWest. The
Cash will be used to pay creditors as set forth in this Plan.
Debtor will make all distributions from the Retained Assets to
holders of Claims under the Plan, provided that the proceeds of the
Relief Assets shall be paid directly to AgWest and credited against
the satisfaction of its Allowed Secured Claim.
A full-text copy of the Combined Disclosure Statement and Plan
dated November 14, 2023 is available at
https://urlcurt.com/u?l=JTjXUc from PacerMonitor.com at no charge.
Proposed Co-Counsel for Debtor:
Michael R. Mills, Esq.
DORSEY & WHITNEY LLP
1031 W 4th Avenue, Suite 600
Anchorage, AK 99501-5907
Telephone: (907) 276-4557
Facsimile: (907) 276-4152
Email: mills.mike@dorsey.com
J.B. Evans, Esq.
DORSEY & WHITNEY LLP
101 South Capitol Boulevard, Suite 1701
Boise, ID 83702
Telephone: (208) 617-2528
Facsimile: (208) 545-5343
Email: evans.jb@dorsey.com
About Yak Timber
Yak Timber Inc., a timber company in Yakutat, Alaska, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Alaska Case No. 23-00080) on May 11, 2023. In the petition signed
by its chief executive officer, Marvin Adams, the Debtor disclosed
up to $50 million in both assets and liabilities.
Judge Gary Spraker oversees the case.
Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's
legal counsel.
YELLOW CORP: Three Teamsters Locals Want Out of Delayed Suit
------------------------------------------------------------
Grace Elletson of Law360 reports that Teamsters locals want out of
Yellow Corp.'s stalled reorganization suit. Three Teamsters locals
said Yellow Corp. has overblown their roles in a Kansas federal
suit alleging the labor groups held up corporate restructuring that
cost the trucking business $137 million, arguing Wednesday that the
decision-making at issue rests only with the International
Brotherhood of Teamsters.
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.
ZARYA INTERMEDIATE: GS MML Marks $938,000 Loan at 58% Off
---------------------------------------------------------
Goldman Sachs Middle Market Lending LLC II has marked its $938,000
loan extended to Zarya Intermediate, LLC (dba iOFFICE) to market at
$393,000 or 42% of the outstanding amount, as of September 30,
2023, according to Goldman Sachs Middle Market Lending LLC II'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 Middle Market Lending LLC II is a participant in a
First Lien Senior Secured Debt Loan 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 Middle Market Lending LLC II was formed on February
21, 2020. Effective November 23, 2021, MMLC LLC II converted from a
Delaware limited liability company to a Delaware corporation named
Goldman Sachs Middle Market Lending Corp. II, which term refers to
either Goldman Sachs Middle Market Lending Corp. II or Goldman
Sachs Middle Market Lending Corp. II together with its consolidated
subsidiary, as the context may require), which, by operation of
law, is deemed for purposes of Delaware law the same entity as MMLC
LLC II. The Company commenced operations on October 29, 2021. On
November 23, 2021, the Company's initial investors funded the
initial portion of their capital commitment to purchase shares of
common stock, at which time the Initial Member's initial capital
contribution to MMLC LLC II was cancelled. The Company has elected
to be regulated as a business development company under the
Investment Company Act.
Zarya Intermediate, LLC (dba iOFFICE) is in the Real Estate Mgmt. &
Development Industry. iOFFICE is a cloud-based integrated office
system which assists medium to large sized corporations with
visitor and facility management.
ZHALILOV INC: Unsecureds Will Get 22% of Claims over 48 Months
--------------------------------------------------------------
Zhalilov, Inc., d/b/a Zipper Freight, filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a Plan of
Reorganization for Small Business.
The Debtor is an Illinois Corporation which provides surface
freight motor carrier transportation services for shippers and
brokers across state lines in the freight transportation industry.
The Debtor's Plan proposes to continue its business operations and
generate income with which to pay the creditors holding allowed
secured claims in full and a dividend to general unsecured
creditors. The financial projections show that the Debtor will have
projected disposable income of $586,044. The final Plan payment is
expected to be paid on the 48 month following the effective date of
the Plan.
This Plan proposes to pay creditors of the Debtor from cash on
hand, cash flow projections and future income.
The secured creditors will be paid the value of their collateral,
plus interest, over the life of the Plan. All secured creditors
will be paid the value of their collateral, plus interest, over the
life of the Plan.
Class 9 consists of allowed, general unsecured claims including the
unsecured claims of Banterra, Amur, SBA, TPine, and IRS. According
to the Debtor's schedules and the proofs of claim filed, the Debtor
believes that the total amount of unsecured claims is $984,444.36.
These claims will be paid, pro rata, without interest, a dividend
in the amount of 22% of the allowed claims in monthly payments over
a period of 48 months commencing 30 days after the effective date
of the Plan. Based upon the projections, the total amount to be
paid in the first year is $5,425; $16,531 in the second year;
$28,439 in the third year; and $164,813 in the fourth year. Over
the life of the Plan, the unsecured claims will be paid, pro rata,
a total of $215,208.00.
Erlan Zhalilov holds 100% of the outstanding shareholder interests
of the Debtor. Upon confirmation of the Plan, Erlan will continue
to be vested with 100% of the outstanding shareholder interests of
the Debtor.
The Plan will be implemented and funded by existing cash on hand at
the effective date of the Plan and by future income generated by
the operation of the Debtor.
A full-text copy of the Plan of Reorganization dated November 14,
2023 is available at https://urlcurt.com/u?l=57qskL from
PacerMonitor.com at no charge.
Attorney of Debtor:
Joel A. Schechter, Esq.
Law Offices of Joel A. Schechter
53 W. Jackson Blvd., Suite 1522
Chicago, IL 60604
Telephone: (312) 332-0267
Email: joel@jasbklaw.com
About Zhalilov Inc.
Zhalilov, Inc. is a Chicago-based company, which conducts business
under the name Zipper Freight.
Zhalilov filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06799) on May 23,
2023, with $397,114 in assets and $1,285,103 in liabilities. Erlan
Zhalilov, president, signed the petition.
Judge Deborah L. Thorne oversees the case.
Joel A. Schechter, Esq., at the Law Offices of Joel A. Schechter is
the Debtor's bankruptcy counsel.
[] Invictus Sues Top Investor Gatewood Over Firing
--------------------------------------------------
Steven Church of Bloomberg News reports that distressed debt firm
Invictus Global Management sued one of its top financial backers,
claiming that private equity investor Gatewood Capital Partners
lied about the amount of support it could provide.
The lawsuit, filed in New York state court, comes less than two
months after Gatewood and another investor voted to fire Invictus
from its job overseeing distressed-debt funds that the specialty
fund manager created and developed.
"Gatewood's apparent modus operandi is to prey on emerging managers
by making promises that it has no intention of delivering: the
classic 'bait and switch' scheme," Invictus said in the lawsuit.
About Invicturs Global Management
Invictus Global Management, LLC, is as an asset management company.
The Company specializes in investing across distressed credit and
related special situations opportunities, as well as produces
optimal risk-adjusted returns based on active management of
diversified portfolios of investments.
[^] BOND PRICING: For the Week from November 20 to 24, 2023
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
-------- ------ ------ --------- --------
2U Inc TWOU 2.250 54.250 5/1/2025
99 Escrow Issuer Inc NDN 7.500 35.028 1/15/2026
99 Escrow Issuer Inc NDN 7.500 35.410 1/15/2026
99 Escrow Issuer Inc NDN 7.500 35.410 1/15/2026
Acorda Therapeutics Inc ACOR 6.000 54.887 12/1/2024
Air Methods Corp AIRM 8.000 1.500 5/15/2025
Air Methods Corp AIRM 8.000 1.225 5/15/2025
Amyris Inc AMRS 1.500 10.500 11/15/2026
At Home Group Inc HOME 7.125 25.250 7/15/2029
At Home Group Inc HOME 7.125 18.269 7/15/2029
Audacy Capital Corp CBSR 6.750 1.777 3/31/2029
Audacy Capital Corp CBSR 6.500 1.061 5/1/2027
Audacy Capital Corp CBSR 6.750 1.745 3/31/2029
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Benefitfocus Inc BNFT 1.250 95.000 12/15/2023
Biora Therapeutics Inc BIOR 7.250 58.500 12/1/2025
Bon-Ton Department
Stores Inc/The BONT 8.000 0.625 6/15/2021
Brixmor LLC BRX 6.900 9.875 2/15/2028
CNG Holdings Inc CNGHLD 12.500 87.855 6/15/2024
CNG Holdings Inc CNGHLD 12.500 87.855 6/15/2024
CNG Holdings Inc CNGHLD 12.500 87.855 6/15/2024
Cano Health LLC CANHEA 6.250 3.250 10/1/2028
Cano Health LLC CANHEA 6.250 5.291 10/1/2028
Citigroup Global
Markets Holdings
Inc/United States C 5.200 99.742 11/30/2023
Citizens Financial
Group Inc CFG 6.375 85.750 N/A
Clovis Oncology Inc CLVS 1.250 8.252 5/1/2025
CommScope Inc COMM 8.250 45.523 3/1/2027
CommScope Inc COMM 8.250 45.924 3/1/2027
CommScope Technologies COMM 5.000 39.402 3/15/2027
CommScope Technologies COMM 5.000 38.414 3/15/2027
Curo Group Holdings Corp CURO 7.500 17.405 8/1/2028
Curo Group Holdings Corp CURO 7.500 17.311 8/1/2028
Cutera Inc CUTR 2.250 40.250 3/15/2026
DIRECTV Holdings
LLC / DIRECTV
Financing Co Inc DTV 6.000 13.820 8/15/2040
DIRECTV Holdings
LLC / DIRECTV
Financing Co Inc DTV 6.350 7.727 3/15/2040
DISH Network Corp DISH 3.375 43.250 8/15/2026
DTE Energy Center LLC DTEENE 7.458 87.740 4/30/2024
Danimer Scientific Inc DNMR 3.250 29.000 12/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.500 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 2.500 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.500 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.204 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.063 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 0.404 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 2.327 8/15/2026
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Energy Conversion
Devices Inc ENER 3.000 0.551 6/15/2013
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 46.351 1/15/2026
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 46.125 1/15/2026
Esperion Therapeutics ESPR 4.000 50.010 11/15/2025
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 19.500 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 19.563 7/15/2026
FNB Corp/PA FNB 4.950 91.920 2/14/2029
Federal Home Loan Banks FHLB 3.600 99.413 11/28/2023
Federal Home Loan Banks FHLB 0.800 99.378 11/27/2023
Federal Home Loan Banks FHLB 3.000 62.357 2/23/2024
Federal Home Loan Banks FHLB 4.500 99.420 11/27/2023
Federal Home Loan Banks FHLB 4.875 99.421 11/28/2023
Federal Home Loan Banks FHLB 3.500 99.418 11/28/2023
Federal Home Loan Banks FHLB 5.050 99.422 11/28/2023
Federal Home Loan Banks FHLB 0.680 99.410 11/28/2023
Federal Home Loan Banks FHLB 5.000 99.422 11/28/2023
Federal Home Loan Banks FHLB 3.500 99.418 11/28/2023
Federal Home Loan Banks FHLB 0.625 99.410 11/28/2023
Federal Home Loan Banks FHLB 3.375 62.460 2/23/2024
Federal Home Loan Banks FHLB 3.500 99.418 11/28/2023
Federal Home Loan Banks FHLB 3.500 62.478 2/23/2024
Federal Home Loan Banks FHLB 3.250 99.405 11/27/2023
Federal Home Loan
Mortgage Corp FHLMC 3.000 99.416 11/28/2023
Federal Home Loan
Mortgage Corp FHLMC 5.125 61.735 11/22/2024
Federal Home Loan
Mortgage Corp FHLMC 5.200 61.776 11/22/2024
Federal Home Loan
Mortgage Corp FHLMC 2.750 99.399 11/27/2023
Federal National
Mortgage Association FNMA 0.350 77.170 2/23/2024
Federal National
Mortgage Association FNMA 5.250 78.072 2/21/2024
Federal National
Mortgage Association FNMA 0.350 77.169 2/23/2024
Federal National
Mortgage Association FNMA 0.420 74.245 8/23/2024
First Citizens
Bancshares Inc/TX FIRCTZ 6.000 93.373 9/1/2028
First Citizens
Bancshares Inc/TX FIRCTZ 6.000 93.373 9/1/2028
Fisker Inc FSR 2.500 20.375 9/15/2026
GNC Holdings Inc GNC 1.500 0.403 8/15/2020
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 25.250 6/1/2026
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 25.250 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 16.714 8/15/2029
HomeStreet Inc HMST 3.500 35.500 1/30/2032
Inseego Corp INSG 3.250 40.750 5/1/2025
Invacare Corp IVC 4.250 0.564 3/15/2026
Invacare Corp IVC 5.000 83.125 11/15/2024
JPMorgan Chase & Co JPM 10.000 50.589 11/30/2038
JPMorgan Chase Bank NA JPM 2.000 82.331 9/10/2031
JPMorgan Chase
Financial Co LLC JPM 5.204 97.959 11/3/2037
Karyopharm Therapeutics KPTI 3.000 53.838 10/15/2025
Ligado Networks LLC NEWLSQ 15.500 20.500 11/1/2023
Lumen Technologies Inc LUMN 6.875 33.274 1/15/2028
Lumen Technologies Inc LUMN 4.500 23.720 1/15/2029
Lumen Technologies Inc LUMN 5.375 26.284 6/15/2029
Lumen Technologies Inc LUMN 4.500 23.427 1/15/2029
Lumen Technologies Inc LUMN 5.375 25.520 6/15/2029
MBIA Insurance Corp MBI 16.915 4.250 1/15/2033
MBIA Insurance Corp MBI 16.908 3.331 1/15/2033
Macy's Retail Holdings M 7.875 97.877 3/1/2030
Macy's Retail Holdings M 7.875 97.877 3/1/2030
Mashantucket Western
Pequot Tribe MASHTU 7.350 43.750 7/1/2026
Morgan Stanley MS 1.800 72.815 8/27/2036
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 1/29/2020
Omeros Corp OMER 5.250 40.250 2/15/2026
Pacific Premier Bancorp PPBI 4.875 85.428 5/15/2029
Pandora Media LLC P 1.750 99.631 12/1/2023
Photo Holdings
Merger Sub Inc SFLY 8.500 40.000 10/1/2026
Photo Holdings
Merger Sub Inc SFLY 8.500 40.000 10/1/2026
Polar US Borrower
LLC / Schenectady
International
Group Inc SIGRP 6.750 37.097 5/15/2026
Polar US Borrower
LLC / Schenectady
International
Group Inc SIGRP 6.750 38.894 5/15/2026
Porch Group Inc PRCH 0.750 27.750 9/15/2026
RELX Inc RELLN 7.200 105.658 8/1/2027
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 7.700 5.000 2/15/2027
Rite Aid Corp RAD 6.875 7.047 12/15/2028
Rite Aid Corp RAD 6.875 7.047 12/15/2028
RumbleON Inc RMBL 6.750 49.876 1/1/2025
SBL Holdings Inc SECBEN 7.000 60.070 N/A
SBL Holdings Inc SECBEN 7.000 60.750 N/A
SITE Centers Corp SITC 3.900 97.967 8/15/2024
SVB Financial Group SIVB 3.500 61.938 1/29/2025
SVB Financial Group SIVB 4.000 2.625 N/A
SVB Financial Group SIVB 4.250 2.625 N/A
SVB Financial Group SIVB 4.100 2.875 N/A
SVB Financial Group SIVB 4.700 2.875 N/A
Shift Technologies Inc SFT 4.750 0.875 5/15/2026
Signature
Bank/New York NY SBNY 4.000 0.250 10/15/2030
Signature
Bank/New York NY SBNY 4.125 1.000 11/1/2029
Synovus Financial Corp SNV 5.900 92.804 2/7/2029
Talen Energy Supply LLC TLN 6.500 33.398 6/1/2025
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 6.500 24.875 9/15/2024
Talen Energy Supply LLC TLN 7.000 24.875 10/15/2027
Talen Energy Supply LLC TLN 6.500 24.875 9/15/2024
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.774 5/15/2027
US Renal Care Inc USRENA 10.625 41.250 7/15/2027
US Renal Care Inc USRENA 10.625 40.750 7/15/2027
UpHealth Inc UPH 6.250 24.500 6/15/2026
Veritone Inc VERI 1.750 35.250 11/15/2026
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 1.000 7/10/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 1.250 7/10/2025
WeWork Cos US LLC WEWORK 15.000 35.500 8/15/2027
WeWork Cos US LLC WEWORK 7.875 1.000 5/1/2025
WeWork Cos US LLC WEWORK 11.000 17.500 8/15/2027
WeWork Cos US LLC WEWORK 15.000 35.250 8/15/2027
WeWork Cos US LLC WEWORK 12.000 1.000 8/15/2027
Wesco Aircraft Holdings WAIR 9.000 9.316 11/15/2026
Wesco Aircraft Holdings WAIR 8.500 3.392 11/15/2024
Wesco Aircraft Holdings WAIR 13.125 2.288 11/15/2027
Wesco Aircraft Holdings WAIR 9.000 9.316 11/15/2026
Wesco Aircraft Holdings WAIR 13.125 2.288 11/15/2027
Wesco Aircraft Holdings WAIR 8.500 3.392 11/15/2024
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