/raid1/www/Hosts/bankrupt/TCR_Public/231130.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, November 30, 2023, Vol. 27, No. 333
Headlines
140 WEST 121: Court OKs Interim Cash Collateral Access
A FAMILY MEMBER: Wins Cash Collateral Access on Final Basis
ADELANTE FITNESS: Sam Della Fera Named Subchapter V Trustee
ADS TACTICAL: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
AIR METHODS: Seeks to Hire Alvarez & Marsal as Financial Advisor
AIR METHODS: Seeks to Hire Lazard Freres as Investment Banker
AIR METHODS: Seeks to Hire Ordinary Course Professionals
AIR METHODS: Seeks to Hire Weil Gotshal & Manges as Counsel
ALPACKA GROUP: Seeks to Hire BPM LLP as Financial Advisor
ALPACKA GROUP: Seeks to Hire Hank Sprintz as Bookkeeper
ARC MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
AREA CODE LOGISTICS: Hires Peter Spindel Legal Counsel
ARTERRA WINES: Moody's Affirms B3 CFR & Alters Outlook to Negative
ASTROTECH CORP: Unit Secures Purchase Order for More Security Units
ATLAS LITHIUM: Antonis Palikrousis Has 10.35% Stake as of Feb. 19
AULT ALLIANCE: Reports 91.02% Equity Stake in RiskOn Intl.
AZAR BOUJARAN-GHOMI: Hires Wisdom Professional as Accountant
B. GRIFFITH ROOFING: Ruediger Mueller Named Subchapter V Trustee
BACKFORTY VENTURES: Case Summary & 20 Largest Unsecured Creditors
BALLANTYNE BRANDS: Hires Whelehan Law Firm as Special Counsel
BIJOU HILL: Has OKs Deal on Cash Collateral Access Thru Jan 2024
BIP PIPECO: Moody's Assigns First Time 'Ba3' CFR, Outlook Stable
BIP PIPECO: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
BLACKBERRY LTD: Issues $150MM Unsecured Debentures to Fairfax
BREAD FINANCIAL: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
BUCKEYE PARTNERS: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable
CACTUS LAND: Soneet Kapila Named Subchapter V Trustee
CACTUSRV.COM LLC: Seeks Cash Collateral Access
CAIDLAKE TRANSPORT: Hires Caldwell & Riffee as Legal Counsel
CAIDLAKE TRANSPORT: Seeks to Hire Michelle Steele as Bookkeeper
CANO HEALTH: D. E. Shaw Entities Hold 5.2% of Class A Shares
CANOPY GROWTH: Constellation Brands Inc. Reports 20.7% Equity Stake
CARVANA CO: Ernest C. Garcia II Holds 43.2% of Class A Shares
CASA SYSTEMS: Registers 1.7M Shares as Inducement Awards
CONNEXA SPORTS: Registers 5.4M Shares for Potential Resale
CRYPTO CO: Secures $400,000 Funding from AJB
DIGITAL MEDIA: Prism Data Holds 64.2% of Class A Shares
DS PARENT: S&P Rates New Senior Secured Credit Facilities 'B'
E. W. GRADING: Court OKs Cash Collateral Access Thru Dec 20
EVE FINANCIAL: Scott Seidel Named Subchapter V Trustee
FESI HOLDINGS: Secured Party Sets Dec. 17 Auction
FIRST QUALITY: Voluntary Chapter 11 Case Summary
FUTURE PRESENT: Court OKs Cash Collateral Access Thru Jan 2024
GALLUS DETOX: Hires Kutner Brinen Dickey as Legal Counsel
GARCIA GRAIN: Amends Several Unsecured Claims Pay Details
GLOBAL SOURCING: Matthew Brash Named Subchapter V Trustee
GOODYEAR TIRE: S&P Downgrades ICR to 'B+', Outlook Stable
GYPSUM RESOURCES: Panel Hires Nevada Land as Real Estate Broker
HEYWOOD HEALTHCARE: Committee Hires FTI as Financial Advisors
HEYWOOD HEALTHCARE: Ombudsman Hires Mintz Levin as Counsel
HWC BURBS: Hires Neeleman Law Group as Legal Counsel
IN-POWER MOTORS: Dawn Maguire Named Subchapter V Trustee
IRONNET INC: Unsecureds' Recovery "TBD" in in Two-Option Plan
KELHAM VINEYARD: Hires West Auctions Inc. as Appraiser
KOMBU KITCHEN: Hires Weintraub Zolkin Talerico as Counsel
LERETA LLC: Moody's Lowers CFR to 'B3', Outlook Stable
LINDEN AUTO: Unsecured Creditors to Split $18K Dividend in Plan
LUMEN TECHNOLOGIES: Extends NOL Rights Plan
M AND J: Court OKs Cash Collateral Access Thru Jan 2024
M.V.J. AUTO: Unsecureds to Get 100 Cents on Dollar in Plan
MALLINCKRODT PLC: Bracebridge Capital Reports 5.6% Equity Stake
MALLINCKRODT PLC: James Flynn, Deerfield Report 7% Equity Stake
MERITAGE HOMES: Moody's Alters Outlook on 'Ba1' CFR to Positive
MICHIGAN MEDICAL: Seeks Cash Collateral Access
MILLTOO LLC: Court OKs Interim Cash Collateral Access
MINIM INC: Appoints David Natan as Director to Fill Vacancy
MOBIQUITY TECHNOLOGIES: Gene Salkind Reports 60% Equity Stake
MOJ REALTY: Property Sale Proceeds to Fund Plan
MR COOPER GROUP: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
MULLEN AUTOMOTIVE: To Hold 'Say-on-Pay Votes' Every Three Years
OCEAN POWER: Paragon Technologies Has 4% Stake as of Nov. 13
OLIVE CONCRETE: Court OKs Cash Collateral Access Thru Dec 12
OMNIQ CORP: Machine Vision Solution Ordered for Four Major Airports
ONE DREAM: Judy Wolf Weiker of Manewitz Named Subchapter V Trustee
ONEDIGITAL BORROWER: Moody's Rates New $325MM Incremental Loan 'B3'
ONEDIGITAL BORROWER: S&P Rates $325MM First-Lien Term Loan B 'B'
ORBITAL INFRASTRUCTURE: Unsecureds Get 6%-8% After Sale to Lenders
OSG HOLDINGS: Expects to Exit Bankruptcy by End of November
PAD SILVERTHORNE: Committee Hires & Cohen P.C. as Counsel
PARTNERS IN TECH: Case Summary & Nine Unsecured Creditors
PEAK TAHOE: Unsecureds Owed $484K Unimpaired in Plan
PERSHARD INVESTMENTS: Unsecureds Will Get 4.5% in Liquidating Plan
PERSIMMON HOLLOW: Court OKs Interim Cash Collateral Access
PLATFORM II LAWNDALE: Hires Levin & Ginsburg as Special Counsel
PRESCOTT WHISPERING: Hires Portillo Ronk Legal Team as Counsel
PROS HOLDINGS: Brown Capital Mgmt. Reports 4.19% Equity Stake
R&D TRANSPORT: Hires Hester Baker Krebs as Legal Counsel
RASPBERRY CREEK: Claims to be Paid From Disposable Income
RAW INDULGENCE: Unsecureds Will Get 12% of Claims over 5 Years
RED HAT REALTY: Hires Fisher Law Offices PLLC as Counsel
REINKE BROS: Hires Miller & Law P.C. as Legal Counsel
RETROVISION LLC: Property Sale Proceeds to Fund Plan
RISKON INTERNATIONAL: Ault Alliance Reports 91.02% Equity Stake
ROCKHOUSE LIVE: Carol Fox of GlassRatner Named Subchapter V Trustee
ROCKHOUSE LIVE: Court OKs Interim Cash Collateral Access
RODS CUSTOM: Michael Carmel Named Subchapter V Trustee
RWDY INC: Receivables Purchasers Say Plan Not Feasible
SAN TAN AIR: Fine-Tunes Plan Documents
SEATTLE SOLUTIONS: Hires Bush Kornfeld as Bankruptcy Counsel
SMILEDIRECTCLUB INC: Committee Hires Paul Hastings as Counsel
SPEED TRANS: Unsecureds Get $15K Per Month Until Fully Paid
SPENCER CT W2: Case Summary & 11 Unsecured Creditors
STANADYNE LLC: Court Confirms Committee's Plan
STICKY HOLSTERS: Unsecureds to Get Share of Income for 3 Years
STONY POINT: Court OKs Cash Collateral Thru Feb 2024
STRATEGIES 360: Files Emergency Bid to Use Cash Collateral
STRATIS CORP: Hires Bronson Law Offices as Legal Counsel
SURGERY CENTER: Moody's Rates New Secured First Lien Loans 'Ba3'
SUSTAITA ENTERPRISES: Unsecureds Get $7.5K Per Month for 60 Months
SYSTEM1 INC: Cannae Holdings Holds 28.6% of Class A Shares
T&J OF BROOKSVILLE: Seeks to Hire Wit Law PLLC as Counsel
THIRTEEN FIFTY: Court OKs Interim Cash Collateral Access
THOMAS ORTHODONTICS: Seeks Cash Collateral Access
TIMBER PHARMACEUTICALS: Stockholders Rejected Merger with LEO
TIMBER PHARMACEUTICALS: To Pursue Asset Sale in Chapter 11
TIMBER PHARMACEUTICALS: VRS' Jeffrey Varsalone Leads Restructuring
TRAVIS BRADFORD: Court OKs Cash Collateral Access Thru Dec 19
TRI-STATE PAPER: Hires Young Adjustment Company as Adjuster
TRICORD BUSINESS: May Use Hancock's Cash Collateral
TYSON FAMILY: Jan. 18 Plan Confirmation Hearing Set
TYSON FAMILY: Unsecured Creditors to Split $270K over 10 Years
UNITED FURNITURE: Trustee Proposes $8-Mil. Payout Plan
USA COMPRESSION: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
VBI VACCINES: Perceptive Advisors Reports 5.8% Equity Stake
VBI VACCINES: Perceptive Advisors Reports 5.8% Equity Stake
VG IMPERIAL: Plan Filing Deadline Extended to Feb. 13
VIVAKOR INC: All Proposals OK'd at Special Meeting of Shareholders
W LOFTS: Confirmation Hearing on Trustee's Plan on Jan. 9
WHEELS UP: CK Wheels, 3 Others Hold 37.1% of Class A Shares
WHEELS UP: Cox Investment Holds 12.4% of Class A Shares
WHEELS UP: Delta Air Lines Holds 37.8% of Class A Shares
WINDSOR TERRACE: Committee Hires Troutman Pepper as Counsel
YEP COMMERCE: Seeks to Hire May Potenza Baran as Co-Counsel
YEP COMMERCE: Seeks to Hire Morris James LLP as Counsel
YEP COMMERCE: William Homony Named Subchapter V Trustee
YIELD10 BIOSCIENCE: Faces Nasdaq Delisting
YUNHONG GREEN: Incurs $967K Net Loss in Third Quarter
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
140 WEST 121: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 140 West 121 LLC to use cash collateral on an interim
basis, in accordance with the budget.
On January 10, 2018, the Debtor entered into a loan agreement with
Family First Funding LLC in the principal amount of $2.681 million.
The FF Funding Note provided for an annual interest rate of 7.505%
and the repayment of the FF Funding Note in monthly installments
commencing on March 1, 2018, with a maturity date of February 1,
2048. The Debtor believes that, as of the Petition Date, the
balance due on the FF Note is approximately $3.3 million.
The Debtor's obligations under the FF Funding Note are secured by a
senior lien on the Debtor's Property and a senior lien on all of
the Debtor's personal property. The FF Funding Mortgage was
recorded on February 8, 2018 in the Office of the City Register of
the City of New York, CRFN: 2018000047555.
On May 16, 2019, FF Funding executed an Assignment of Mortgage,
assigning the FF Funding Loan Documents and all of its right, title
and interest thereto to Invictus Residential Pooler L.P., not its
individual capacity but solely as administrator for Invictus
Residential Pooler Trust 1A/2A. The Invictus Assignment was
recorded on May 20, 2019 in the Office of the City Register of the
City of New York, CRFN: 2019000158452.
On November 12, 2020, Invictus executed an Assignment of Mortgage
assigning the FF Funding Loan Documents and all of its right, title
and interest thereto to Wilmington Savings Fund Society, FSB, not
in its Individual Capacity but Solely as Owner Trustee for Verus
Securitization Trust 2020-NPL. The Wilmington Assignment was
recorded on November 19, 2020 in the Office of the City Register of
the City of New York, CRFN: 2020000325269.
On May 23, 2023, Wilmington executed an Assignment of Mortgage
assigning the FF Funding Loan Documents and all of its right, title
and interest thereto to Morgan Stanley Mortgage Capital Holdings
LLC. The Morgan Stanley Assignment was recorded on September 7,
2023 in the Office of the City Register of the City of New York,
CRFN: 2023000228334.
On August 4, 2023, Morgan Stanley executed an Assignment of
Mortgage assigning the FF Funding Loan Documents and all of its
right, title and interest thereto to US Bank. The US Bank
Assignment was recorded on September 7, 2023 in the Office of the
Register of the City of New York, CRFN: 2023000228335.
Back on February 14, 2019, the Debtor entered into a loan agreement
with Navigator Business Services LLC in the principal amount of
$430,000. The Navigator Note provided for an annual interest rate
of 13.00% and the repayment of the Navigator Note in 12 monthly
installments commencing on March 14, 2019, with a maturity date of
February 14, 2020. The Debtor believes that, as of the Petition
Date, the balance due on the Navigator Note is approximately
$517,878.
On February 15, 2019, Navigator duly perfected its lien on the
Debtor's assets by filing a UCC-1 Financing Statement with the New
York Secretary of State bearing filing number 201902158072601.
As adequate protection, the Secured Creditors are granted valid,
binding, enforceable, and automatically perfected post-petition
liens that are co-extensive with the Secured Creditors' prepetition
liens and security interests in the Debtor's assets.
The Replacement Liens in the cash collateral will be subject and
subordinate only to: (a) U.S. Trustee fees payable under 28 U.S.C.
Section 1930 and 31 U.S.C Section 3717; (b) professional fees of
duly retained professionals in the Chapter 11 Case as may be
awarded pursuant to 11 U.S.C. Sections 330 or 331; (c) the fees and
expenses of a hypothetical Chapter 7 trustee to the extent of
$10,000; and (d) the recovery of funds or proceeds from the
successful prosecution of avoidance actions pursuant to 11 U.S.C.
Sections 502(d), 544, 545, 547, 548, 549, 550 or 553.
Unless extended further with the written consent of the Secured
Creditors, the authorization granted to the Debtor will terminate
immediately upon the earliest to occur of the following:
(i) the entry of an order dismissing the Bankruptcy Case;
(ii) the entry of an order converting the Bankruptcy Case to a
case under Chapter 7;
(iii) the entry of an order appointing a trustee or an examiner
with expanded powers with respect to the Debtor's estate or the
Property;
(iv) entry of an order reversing, vacating, or otherwise
amending, supplementing or modifying the Order; or
(v) entry of an order granting relief from the automatic stay
to any creditor holding or asserting a lien in or against the
Collateral.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=fALlx6 from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$270 for Week 15;
$22,834 for Week 15;
$225 for Week 15; and
$2,150 for Week 15.
About 140 West 121 LLC
140 West 121 LLC in New York, NY, filed its voluntary petition for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11301) on August
14, 2023, listing as much as $1 million to $10 million in both
assets and liabilities. Beatrice O. Sibblies as sole member, signed
the petition.
Judge David S. Jones oversees the case.
KIRBY AISNER & CURLEY LLP serves as the Debtor's legal counsel.
A FAMILY MEMBER: Wins Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized A Family Member Homecare
Holdings, Inc. to use cash collateral on a final basis in
accordance with the budget, with a 10% variance.
Specifically, the Debtor is permitted to use the cash generated by
the operation of its home healthcare business on an interim basis
(a) to continue to operate the business in the ordinary course,
consistent with the Budget and (b) to make those payments they are
authorized to make pursuant to the Orders of the Court.
The Debtor is directed to make the following adequate protection
payments to:
(a) First Home Bank in the amount of $1000 per month. The FHB
Adequate Protection Payment will commence on December 20, 2023, and
each month thereafter on the same date; and
(b) Five Star Bank in the amount of $110 per month. The FSB
Adequate Protection Payment will commence on December 1, 2023, and
each month thereafter on the same date.
The Adequate Protection Payments will be applied to the accruing
interest on the loans.
As agreed to with Raychelle Tasher, Esq., counsel for the U.S.
Small Business Administration, while the SBA will not receive
adequate protection payments, the SBA, with a security interest in
the Debtor's cash collateral, will have a perfected post-petition
lien against cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any document as may otherwise be required under
applicable non bankruptcy law.
The Debtor will maintain required insurances on its personal
property and will provide proof of such insurance to each lender,
its counsel, and the U.S. Trustee.
There shall be a carveout in the Budget, and from FHB's and FSB's
collateral, for the inclusion of fees due the Clerk of Court and/or
the United States Trustee pursuant to 28 U.S.C. Section 1930.
Until further order of the Court, the Debtor will escrow $1,000 per
month to be held on behalf of the Sub-chapter V fees.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=DS24YY from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$50,002 for December 2023;
$49,813 for January 2023;
$41,399 for February 2023; and
$49,813 for March 2023.
About A Family Member Homecare Holdings
A Family Member Homecare Holdings, Inc. provides home care services
to Florida seniors.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-17322) on Sept. 12,
2023, with $159,329 in total assets and $2,022,917 in total
liabilities. Brian Gauthier, president, signed the petition.
Judge Peter D. Russin oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group PA serves as the
Debtor's legal counsel.
ADELANTE FITNESS: Sam Della Fera Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Sam Della Fera, Jr.,
Esq., at Chiesa, Shahinian & Giantomasi, PC, as Subchapter V
trustee for Adelante Fitness, LLC.
Mr. Della Fera will be paid an hourly fee of $450 for his services
as Subchapter V trustee and will be reimbursed for
work-related expenses incurred.
Mr. Della Fera declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Sam Della Fera, Jr., Esq.
Chiesa, Shahinian & Giantomasi, PC
One Boland Drive
West Orange, NJ 07052
Phone: 973-530-2076
Email: sdellafera@csglaw.com
About Adelante Fitness
Adelante Fitness, LLC filed Chapter 11 petition (Bankr. D. N.J.
Case No. 23-19741) on Nov. 1, 2023, with up to $100,000 in assets
and up to $500,000 in liabilities. Michael Adelante, owner, signed
the petition.
Judge Stacey L. Meisel oversees the case.
Brian G. Hannon, Esq., at Norgaard O'Boyle & Hannon, represents the
Debtor as legal counsel.
ADS TACTICAL: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned ADS Tactical, Inc. (ADS) a Long-Term
Issuer Default Rating (IDR) of 'B+'. Fitch has also assigned
'BB-'/'RR3' ratings to the company's first-lien secured term loan.
The Rating Outlook is Stable.
ADS's ratings reflect the company's position as the largest small
business supplier to the U.S. Department of Defense, with an
estimated 75% market share on the $33 billion Special Operation
Equipment Tailored Logistic Support (SOE TLS) contract (around 80%
ADS's revenues). The ratings are also supported by ADS's strong
order backlog (> 1x revenue as of September 2023), which
provides revenue and EBITDA visibility for the next year-plus, as
well as its value-added, salesforce-focused, commercial
off-the-shelf (COTS) procurement model. Management is also taking
organic and inorganic steps to further diversify its revenue mix
and enhance its solutions-linked platform exposure.
Fitch views ADS's diversification, market position, profitability,
financial structure (forecast 3.5x EBITDA leverage) and financial
flexibility, including around 3.0x forecast EBITDA interest
coverage and working capital growth-linked negative FCF margins, to
be as generally consistent with high 'B' rating tolerances.
KEY RATING DRIVERS
Leader on Concentrated Contract: ADS holds the leading market
position on the SOE TLS contract for the Defense Logistics Agency
(DLA), with an estimated market share of 75%. The contract is a
10-year indefinite delivery, indefinite quantity (IDIQ) through
2031 with a $33 billion ceiling (including options), and is
set-aside for only small business contractors (less than 500
employees). ADS has been on the contract since 2000 (currently in
its sixth iteration) with three other contractors.
Fitch does not view the competitive or substitution risk to be
material over the medium term given the company's track record and
contract term. However, the SOE TLS contract makes up 80% of ADS's
revenue, with 90% of total revenue comprised of small-business set
aside contracts. The company's cashflow and revenue are highly
susceptible to either a loss in its small business status or a
major disruption to the SOE TLS contract (i.e. government shutdown
or diversion away from set-aside contracts).
While Fitch's base case does not anticipate any major disruptions
to the SOE TLS contract or the company losing small-business
status, the concentration risk is factored into the company's 'B+'
rating and could limit upward rating momentum. ADS has made efforts
to diversify through small acquisitions that target specific
contracts or distribution rights to specific products, as displayed
most recently through the 4 Star acquisition, which granted the
company access to NASA SEWP.
Backlog Drives Near-Term Revenue Visibility: ADS's record backlog
in 3Q23 strongly supports revenue and EBITDA visibility over at
least the next 12 months. Defense sector tailwinds have contributed
to a higher level of recent bookings with increasing demand for
ADS's products stemming partly from a combination of the war in
Ukraine and heightening tensions in the Middle East and Eastern
Asia. Fitch forecasts revenue to grow by about 28% and 13% in 2023
and 2024, respectively. Fitch projects more conservative growth
rates beyond 2024 given the uncertainty of task order awards.
However, Fitch believes there will be strong demand for ADS'
services in the medium term and does not anticipate the company
losing major share on the SOE TLS contract through the forecasted
period.
Low/Mid-Single Digit Margin: ADS consistently generates low
mid-single digit EBITDA margins as a value-added distributor of
military equipment. Given the nature of the company's IDIQ
contracts, ADS is required to bid on thousands of task orders
annually, in which the lowest bidder typically wins the contract.
ADS has limited flexibility to expand margins, as doing so could
lead to a loss in market share. Fitch therefore expects margins to
remain relatively stable throughout the forecasted period, as the
company maintains strong market position and increases mix towards
C5ISR products. The forecasted margin profile is on the low end of
'B' category peers in the Aerospace and Defense space but in-line
with other similarly rated industrial distribution peers.
Growth-Linked Working Capital Pressures Liquidity, FCF: Given the
nature of ADS's procurement business, the company uses high amounts
of working capital during periods of growth. A/R tends to run ahead
of A/P, and the company is required to fund parts of orders for
their suppliers through deposits on inventory. As a result, it
frequently utilizes its ABL to fund working capital fluctuations,
driving leverage temporarily higher while reducing liquidity
cushion. This was the case through the first three quarters of 2023
after the company received high order volume and drew over 75% of
its ABL availability. ADS subsequently took out a $50 million
shareholder-provided junior loan in September to help pay down the
ABL and provide the company with a more comfortable liquidity
position in 3Q23.
Fitch expects the company to further utilize its ABL through Q4 of
2023 to help fund its growth, with free cash flow margins expected
to remain negative in 2023. However, Fitch expects working capital
to normalize during 2024-25 as supply chain issues unwind and
company growth moderates. ADS's liquidity pressures are somewhat
offset by the stability of the government receivables outstanding
but still pose a potential credit risk. Fitch expects pre-dividend
FCF to improve later in the forecast, but capital deployment could
limit financial flexibility.
3.0x Forecasted Coverage: ADS's Interest Rate Coverage is largely
driven by its limited margins and exposure to floating interest
rates during the current period of high rates. However, Fitch views
the company's about 3.0x level as relatively comparable to other
strong 'B' category Aerospace & Defense companies.
The company is expected to further draw on its ABL facility in the
near term, driving its variable-rate debt balance higher. Fitch
forecasts EBITDA interest coverage to dip just below 3.0x in the
near term, with Fitch projecting coverage to trend upward later in
the forecast due to the company's plan to pay down its ABL and the
current SOFR curve's backwardation. Fitch expects ADS's coverage
metrics to remain broadly in-line with its high 'B' rating category
peers.
DERIVATION SUMMARY
ADS's ratings are predominantly driven by its contract
concentration and reliance on small business status, which somewhat
limits potential positive ratings momentum. Fitch estimates about
90% of the company's revenue is derived from small-business set
aside contracts, with a large majority comprised by SOE TLS.
ADS's business profile is more closely aligned with industrial
distributors than many similarly rated A&D peers given its role as
a logistics provider for the Department of Defense. The company
benefits from its high exposure to government contracts and the
defense sector, which Fitch considers a credit positive. ADS's
asset-lite business model is unique relative to other distributors,
as it drop-ships the majority of its orders, which negates the need
for multiple warehouses.
ADS's financial profile is mixed compared to other 'B' category
companies. The company's single-digit EBITDA margins and about 3.0x
EBITDA coverage are relatively in line with similarly rated
distributors, while its leverage profile is strong for its 'B+' IDR
and more consistent with higher-rated peers. Fitch forecasts the
company's improving pre-dividend FCF will also provide greater
financial flexibility in 2025 and 2026.
KEY ASSUMPTIONS
- ADS retains small business status through forecasted period and
SOE TLS contract options are exercised;
- There is no material/prolonged U.S. government shutdown through
forecasted period;
- Revenue grows by about 28% in 2023 and about 13% in 2024 as the
company delivers on its record and multi-billion dollar backlog;
- EBITDA margins decline slightly as the company shifts product mix
to lower margin C5ISR, while maintaining a competitive cost
advantage over peers;
- Fitch assumes pre-FCF S Corp tax distributions annually, with
about $20 million annual shareholder dividends in 2025 and 2026
RECOVERY ANALYSIS
The recovery analysis assumes ADS would be considered a going
concern in bankruptcy and would be reorganized rather than
liquidated. Fitch has assumed a 10% administrative claim in the
recovery analysis.
Fitch's going concern (GC) EBITDA estimate reflects Fitch's view of
a sustainable post-restructuring level following a hypothetical
bankruptcy. In Fitch's recovery analysis, the agency assumes the
catalyst for a restructuring would likely be: the company loses
market share as a result of the government deciding to purchase
items more quickly and efficiently through other contracts, the
company temporarily loses small business status, or a prolonged
government shutdown leading to major disruptions on the SOE TLS
contract. Fitch's GC EBITDA estimate is about 35% below Fitch's
forecasted 2023 EBITDA level.
Fitch assumes a GC enterprise value multiple of 4.5x would be used
to calculate the post-reorganization valuation. The multiple
incorporates the assumption that a permanent erosion in ADS's
market position could occur if the business were to approach a
hypothetical restructuring, as well as ADS's limited margin profile
and other transaction multiples for industrial distributors.
Fitch's analysis also considers ADS's current leading position on
the SOE TLS contract, strong sales network and moderate backlog
visibility of greater than 1x 2023 revenue. Fitch's recovery
analysis assumes a 90% draw on ADS' $200 million revolving ABL,
which reflects the company's use of letters of credit, reducing the
overall borrowing availability. The 'BB-' rating and Recovery
Rating of 'RR3' on the first-lien term loan is based on Fitch's
recovery analysis under a going-concern scenario, which indicates
good recovery prospects.
RATING SENSITIVITIES
Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Material diversification away from the SOE TLS contract, reducing
concentration risk;
- Demonstrated adherence to a more conservative financial policy
supporting EBITDA Leverage sustained below 3.0x and EBITDA Interest
coverage sustained above 3.5x.
Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Reduction in financial flexibility due to EBITDA Interest
Coverage sustained below 2.5x and/or shift in capital deployment
priorities;
- Increased cashflow risk caused by disruption to the SOE TLS
contract or loss of small business status leading to EBITDA
leverage sustained above 4.0x;
- Heightened liquidity risk, as indicated by sustained
neutral-to-negative free cash flow margins and prolonged ABL
availability of less than 50%.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Structure: Fitch views ADS's liquidity as adequate to
cover ongoing operational objectives and support near-term growth.
As of Sept. 30, 2023, the company had a liquidity position of about
$122.0 million, comprised of a combination of low double-digits
cash and greater than 50% availability on its $200 million
revolving credit facility (net of letters of credit). Fitch
projects post-dividend FCF will trend around breakeven-to-positive
levels over the next few years, though cash requirements for
working capital build-up could precede a period of growth and
temporarily strain financial flexibility. The agency believes ADS
will continue to utilize its revolver to fund working capital as
applicable and may upsize its total capacity during its anticipated
next refinancing.
Capital Structure: The company has a total debt balance of $537.5
million, comprised of a first lien $200 million ABL revolver ($71.9
million outstanding; S+225), first lien $475 million term loan
($415.6 million outstanding; S+575) and junior $50 million term
loan (S+650).
ISSUER PROFILE
ADS is a provider of value-added logistics and supply chain
solutions specializing in a wide range of equipment markets,
primarily for the DLA.
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
----------- ------ --------
ADS Tactical, Inc. LT IDR B+ New Rating
senior secured LT BB- New Rating RR3
AIR METHODS: Seeks to Hire Alvarez & Marsal as Financial Advisor
----------------------------------------------------------------
Air Methods Corporation, and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Alvarez & Marsal North America, LLC as financial advisor.
The firm will provide these services:
a. in cooperation with the CEO or other applicable officers of
the Debtors, perform a financial review of the Debtors, including
but not limited to a review and assessment of financial information
that has been, and that will be, provided by the Debtors to its
creditors, including without limitation its short and long-term
projected cash flows and operating performance;
b. assist in the identification (and implementation) of cost
reduction, growth, and operations improvement opportunities;
c. assist with the budget, forecasting, and analytical work of
the FP&A function;
d. support the finance department, without limitation, with cash
management, liquidity improvement, cost management, financial
consolidation and reporting, management and Board reporting,
forecasting and budgeting, and financial controls;
e. assist with the completion of account reconciliations in
support of the monthly financial closing processes;
f. assist with the development and execution of a payor
prioritization and negotiation strategy;
g. assist in preparing contingency plans including preparing the
Debtors for a Chapter 11 filing, if necessary, and efforts to
develop and prepare, in cooperation with the Debtors' other engaged
professionals, a Chapter 11 plan of reorganization and accompanying
disclosure statement, if applicable;
h. assist in preparing, in cooperation with the Debtors' other
engaged professionals, any first day motions, declarations,
schedules, exhibits and other materials supporting the potential
first day and second day hearings;
i. assist in preparing Debtors' accounting staff for potential
Chapter 11 filing(s), including accounts payable cut-off;
j. shall review the Debtors' cash flow forecasts, provide input
to convert to a to a debtor-in-possession cash flow model, and
assist with any negotiations regarding use of cash collateral and
debtor-in-possession financing, if necessary, and any on-going
reporting requirements related to the same;
k. assist in analysis related to financing issues including
assistance in preparation of reports and liaison with creditors;
l. assist in the review of the Debtors' current compensation
policies and development of any changes that the Debtors may deem
appropriate;
m. assist in the development of retention and incentive
compensation plans;
n. assist in preparation for a potential bankruptcy and case
administration, including, but not limited to, preparation of
statements of financial affairs, schedules of assets and
liabilities, creditor matrix, and claims reconciliation, and other
restructuring efforts, if necessary;
o. assist in preparing, filing and obtaining approval of Monthly
Operating Reports, claims reconciliation and other financial
information required in connection with bankruptcy requirements,
filing of other motions or pleadings during the pendency of a
potential bankruptcy, if necessary;
p. assist in fresh start accounting and various associated
tax-related matters, if necessary;
q. assist in tax-related matters in connection with a potential
restructuring;
r. perform such other services as requested or directed by the
Board or other Debtors personnel as authorized by the Board, and
agreed to by the firm that is not duplicative of work others are
performing for the Debtors; and
s. report to the Board and the CEO or other applicable officers,
as directed by the Board and, at the request of the Board, will
make recommendations to and consult with the Board.
The firm will be paid at these rates:
Managing Directors $785 to $950 per hour
Directors $550 to $785 per hour
Analysts/Associates $315 to $530 per hour
The firm received from the Debtors a retainer of $750,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mark Rajcevich, a managing director at Alvarez & Marsal North
America, LLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Mark Rajcevich
Alvarez & Marsal North America, LLC
540 West Madison Street Suite 1800
Chicago, IL 60661
Tel: (312) 601-4220
Fax: (312) 332-4599
About Air Methods Corporation
Founded in 1980, Air Methods is a provider of air medical emergency
services in the United States, providing more than 100,000
transports per year while offering clinical quality, safety, and
life-saving care to patients across the country. Headquartered in
Greenwood Village, Colorado, the Company operates a fleet of
approximately 390 helicopters and fixed-wing aircraft serving 47
states from over 275 bases located in 40 different states.
Air Methods Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90886) on October 24, 2023. In the petition signed by
Christopher J. Brady, as authorized signatory, Air Methods
disclosed up to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the case.
Weil, Gotshal & Manges LLP represents the Debtors as legal counsel.
The Debtors also tapped Lazard Freres $ Co. LLC as investment
banker, Alvarez & Marsal as financial advisor, and Epiq Corporate
Restructuring, LLC as claims, noticing & solicitation agent and
administrative advisor.
AIR METHODS: Seeks to Hire Lazard Freres as Investment Banker
-------------------------------------------------------------
Air Methods Corporation, and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Lazard Freres & Co. LLC as investment banker.
The firm's services include:
(a) reviewing and analyzing the Debtors' businesses, operations,
and financial projections;
(b) evaluating the Debtors' potential debt capacity in light of
its
projected cash flows;
(c) assisting in the determination of a target capital structure
for the Debtors;
(d) assisting in the determination of a range of values for the
Debtors on a going concern basis;
(e) assisting in analyzing potential liability management
transactions or other capital structure or strategic alternatives,
including any Transaction;
(f) evaluating the financial terms of any proposed Transaction;
(g) advising the Debtors on tactics and strategies for
negotiating with potential Transaction counterparties and the
Debtors' stakeholders;
(h) rendering financial advice to the Debtors and participating
in meetings or negotiations with the Debtors' stakeholders and/or
rating agencies or other appropriate parties in connection with any
Transaction;
(i) advising the Debtors on the timing, nature, and terms of new
securities, other consideration or other inducements to be offered
pursuant to any Transaction;
(j) advising and assisting the Debtors in evaluating any
potential Transaction, and, subject to Lazard's agreement so to act
and, if requested by Lazard, to execution of appropriate
agreements, on behalf of the Debtors, contacting potential sources
of capital in a Financing as the Debtors may designate and
assisting the Debtors in implementing such Transaction;
(k) assisting the Debtors in preparing documentation within
Lazard's area of expertise that is required in connection with any
Transaction;
(l) assisting the Debtors in identifying and evaluating buyers
for any potential UR Sale Transaction, advising the Debtors in
connection with negotiations and aiding in the consummation of any
UR Sale Transaction;
(m) providing testimony, as necessary, with respect to matters
on which Lazard has been engaged to advise under the Engagement
Letter in any case before the Court; and
(n) attending meetings of the Board of Directors of Air Methods
Corporation (or any committee or sub-committee thereof) with
respect to matters on which Lazard been engaged to advise under the
Engagement Letter; and
(o) providing the Debtors with other financial advice related to
the foregoing.
The firm will be paid as follows:
(a) A monthly fee of $200,000 per month beginning with July 2023
(the "Monthly Fee"), payable on the 28th day of each month during
the term of Lazard's engagement until the termination of Lazard's
engagement pursuant to section 9 of the Engagement Letter. 50
percent of the aggregate Monthly Fees paid to Lazard pursuant to
the Engagement Letter and the Prior Engagement Letter in excess of
$600,000 shall be credited against any Financing Fee or
Restructuring Fee subsequently payable;
(b) A fee, payable upon consummation of a Financing (each, a
"Financing Fee"), equal to the applicable percentages of gross
proceeds as follows based on the type of Financing: (i) 1 percent
of any senior secured debt financing, plus (ii) 2 percent of any
junior secured, last-out, unsecured, or subordinated debt
financing, plus (iii) 3 percent of any equity, equity-linked or
equity-stapled, or similarly bundled equity financing (including,
but not limited to, preferred or common equity, convertible debt,
debt bundled or stapled with equity or equity-linked financing,
options, warrants, or other rights to acquire interests); provided
that no Financing Fee shall be payable with respect to the gross
proceeds of any Financing provided by American Securities LLC and
its respective affiliates, funds, co investors and partnerships
managed or advised by it or any of its respective affiliates. To
the extent that the type of Financing issued, including any
"stapled" or similarly bundled securities, would qualify as more
than one of the types of Financings listed above, the highest
applicable fee percentage shall apply. 50 percent of any Financing
Fee paid shall be credited against any Restructuring Fee payable by
the Debtors to Lazard.
(c) A fee equal to $13,500,000, payable upon the consummation of
any Restructuring (the "Restructuring Fee").
(d) A fee, payable upon consummation of a UR Sale Transaction,
equal to 4 percent of the Aggregate Consideration in the UR Sale
Transaction (the "UR Sale Transaction Fee"); provided that the UR
Sale Transaction Fee for any completed UR Sale Transaction shall be
no less than $2,500,000 (the "Minimum UR Sale Transaction Fee").
Any UR Sale Transaction Fee shall be payable upon consummation of
the applicable UR Sale Transaction.
(e) For the avoidance of any doubt, more than one fee may be
payable pursuant to each of clauses (a), (b), (c) and (d) above;
provided that the aggregate amount of all fees pursuant to clauses
(a) through (c) above, collectively, shall not exceed $18,500,000.
(f) In addition to any fees that may be payable to Lazard and,
regardless of whether any transaction occurs, the Debtors shall
promptly reimburse Lazard for all reasonable expenses incurred by
Lazard, including travel and lodging, data processing and
communications charges, courier services and other expenditures,
and the reasonable fees and expenses of counsel, limited to one
outside counsel, if any, retained by Lazard; provided that any fees
and expenses payable to Lazard under this clause (f) shall not
exceed $25,000 in the aggregate without the consent of the Debtors,
which consent shall not be unreasonably withheld (it being agreed
for the avoidance of doubt that the restrictions set out in this
clause (f) do not apply in the case of actions or expenses subject
to the Indemnification Letter). If the Debtors so requests, Lazard
shall provide the Debtors with reasonable documentation of expenses
submitted for Reimbursement.
Parry Sorensen, a managing director at Lazard Freres & Co. LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Parry Sorensen
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Tel: (212) 632-6000
About Air Methods Corporation
Founded in 1980, Air Methods is a provider of air medical emergency
services in the United States, providing more than 100,000
transports per year while offering clinical quality, safety, and
life-saving care to patients across the country. Headquartered in
Greenwood Village, Colorado, the Company operates a fleet of
approximately 390 helicopters and fixed-wing aircraft serving 47
states from over 275 bases located in 40 different states.
Air Methods Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90886) on October 24, 2023. In the petition signed by
Christopher J. Brady, as authorized signatory, Air Methods
disclosed up to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the case.
Weil, Gotshal & Manges LLP represents the Debtors as legal counsel.
The Debtors also tapped Lazard Freres $ Co. LLC as investment
banker, Alvarez & Marsal as financial advisor, and Epiq Corporate
Restructuring, LLC as claims, noticing & solicitation agent and
administrative advisor.
AIR METHODS: Seeks to Hire Ordinary Course Professionals
--------------------------------------------------------
Air Methods Corporation, and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
ordinary course professionals.
The Debtors hire the following ordinary course professionals:
Al Tamimi & Company Legal
Bahrain Financial Harbour,
West Tower, 13th floor,
Suite 1304, Office 13B,
Building 1459, Block 346
Manama, Bahrain
Bass Berry & Sims PLC Legal
900 S. Gay Street
Knoxville, TN 37902
BDO USA, LLP Accounting - Consulting
303 E. 17th Avenue, Suite 600
Denver, CO 80203
Elam & Burke PA Legal
251 E. Front St., Suite 300
Boise, ID 83702
Mail P.O. Box 1539
Boise, ID 83701
Ernst & Young US LLP Accounting - Audit
One Manhattan West
395 9th Ave
New York, NY 10001
Experis US Inc. Accounting - Tax
222 South Mill Avenue
Suite 800
Tempe, AZ 85281
Fisher Phillips LLP Legal
1125 17th Street, Suite 2400
Denver, CO 80202
Giordano Halleran & Ciesla PC Legal
125 Half Mile Rd, Unit 300,
Red Bank, NJ 07701
Grant Thornton LLP Accounting - Consulting
1801 California St., Suite 3700
Denver, CO 80202
Holland & Hart LLP Legal
555 17th St, Unit 3200
Denver, CO 80202
Holland & Knight LLP Legal
633 17th St
Denver, CO 80202
Husch Blackwell LLP Legal
1801 Wewatta Street Suite 1000
Denver, CO 80202
Jackson Lewis PC Legal
950 17th Street Suite 2600
Denver, CO 80202
Katten Muchin Rosenman LLP Legal
50 Rockefeller Plaza
New York, NY 10020-1605
KPMG LLP Accounting - Audit
Suite 800, 1225 17th Street
Denver, CO 80202
Kutak Rock LLP Legal
2001 16th Street, Suite 1800
Denver, CO 80202
Latham and Watkins LLP Legal
1271 Avenue of the Americas
New York, NY 10020
Lombardo Law PC Legal
17412 Ventura Blvd., Suite 50
Encino, CA 91316
McAfee & Taft Legal
8th Floor Two Leadership Square
211 N Robinson Ave
Oklahoma City, OK 73102
McDonald Veon, PA Legal
210 North State Line Ave Suite 303
Texarkana, AR 71854
Milbank LLP 55 Hudson Yards Legal
New York, NY 10001-2163
Polsinelli PC Legal
1401 Lawrence Street Suite 2300
Denver, CO 80202
PricewaterhouseCoopers LLP Accounting - Tax
1900 Sixteenth Street
Denver, CO 80202
Ryan LLC Accounting - Tax
Three Galleria Tower
13155 Noel Road, Suite 100
Dallas, TX 75240-5090
Rymarz Zdort Legal
Rymarz, Zdort, Maruta, Wachta
Gasinski, Her i Wspólnicy sp.k, ul.
Prosta 18, 00-850
Warszawa, Poland
Stout Risius Ross, LLC Accounting - Valuation
1225 17th Street, Suite 1875
Denver, CO 80202
Thomas Reuters Corporation Accounting - Tax
3 Times Square
New York, NY 10036
Wilson Elser Moskowitz Legal
Edelman & Dicker LLP
1225 17th Street, Suite 1700
Denver, CO 80202
About Air Methods Corporation
Founded in 1980, Air Methods is a provider of air medical emergency
services in the United States, providing more than 100,000
transports per year while offering clinical quality, safety, and
life-saving care to patients across the country. Headquartered in
Greenwood Village, Colorado, the Company operates a fleet of
approximately 390 helicopters and fixed-wing aircraft serving 47
states from over 275 bases located in 40 different states.
Air Methods Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90886) on October 24, 2023. In the petition signed by
Christopher J. Brady, as authorized signatory, Air Methods
disclosed up to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the case.
Weil, Gotshal & Manges LLP represents the Debtors as legal counsel.
The Debtors also tapped Lazard Freres $ Co. LLC as investment
banker, Alvarez & Marsal as financial advisor, and Epiq Corporate
Restructuring, LLC as claims, noticing & solicitation agent and
administrative advisor.
AIR METHODS: Seeks to Hire Weil Gotshal & Manges as Counsel
-----------------------------------------------------------
Air Methods Corporation, and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Weil, Gotshal & Manges LLP as counsel.
The firm will provide these services:
a. take all necessary action to protect and preserve the value
of the Debtors' estates, including the prosecution of actions on
the Debtors' behalf, the defense of any actions commenced against
the Debtors, the negotiation of disputes in which the Debtors are
involved and the preparation of objections to claims filed against
the Debtors' estates;
b. prepare on behalf of the Debtors, as debtors in possession,
all necessary motions, applications, answers, orders, reports and
other papers in connection with the administration of the Debtors'
estates;
c. take all necessary actions in connection with the Plan and
related disclosure statement and all related documents, and such
further actions as may be required in connection with the
administration of the Debtors' estates; and
d. perform all other necessary legal services in connection with
the prosecution of these chapter 11 cases.
The firm will be paid at these rates:
Partners $1,375 to $2,095 per hour
Associates $750 to $1,345 per hour
Paraprofessionals $295 to $530 per hour
The firm held an advance payment retainer of $1,562,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Weil represented the Debtors in the 12 months prior
to the Petition Date. In 2022, Weil's hourly rates
were $1,250 to $1,950 for partners and counsel,
$690 to $1,200 for associates, and $275 to $495
for paraprofessionals. On January 1, 2023, Weil
adjusted its standard billing rates for its
professionals in the normal course.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Weil has developed a prospective budget and
staffing plan for these chapter 11 cases. Weil and
the Debtors will review such budget following the
close of the budget period to determine a budget
for the following period, if needed.
Ray C. Schrock, Esq., a partner at Weil, Gotshal & Manges LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Ray C. Schrock, Esq.
Weil, Gotshal & Manges LLP
Ray C. Schrock, P.C.
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Email: ray.schrock@weil.com
About Air Methods Corporation
Founded in 1980, Air Methods is a provider of air medical emergency
services in the United States, providing more than 100,000
transports per year while offering clinical quality, safety, and
life-saving care to patients across the country. Headquartered in
Greenwood Village, Colorado, the Company operates a fleet of
approximately 390 helicopters and fixed-wing aircraft serving 47
states from over 275 bases located in 40 different states.
Air Methods Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90886) on October 24, 2023. In the petition signed by
Christopher J. Brady, as authorized signatory, Air Methods
disclosed up to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the case.
Weil, Gotshal & Manges LLP represents the Debtors as legal counsel.
The Debtors also tapped Lazard Freres $ Co. LLC as investment
banker, Alvarez & Marsal as financial advisor, and Epiq Corporate
Restructuring, LLC as claims, noticing & solicitation agent and
administrative advisor.
ALPACKA GROUP: Seeks to Hire BPM LLP as Financial Advisor
---------------------------------------------------------
Alpacka Group, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ BPM LLP as
financial advisor.
The firm will provide these services:
a. assist the Debtor with the financial aspects of
restructuring;
b. analyze the Debtor's ongoing business operations;
c. assist the Debtor in preparing budgets, estimates, and other
financial projections;
d. oversee the Debtor's bookkeepers;
e. assist the Debtor in preparing monthly operating reports;
f. assist the Debtor in developing and effectuating a plan of
reorganization;
g. render such additional financial advice as is necessary and
appropriate; and
h. supply testimony and evidence with respect to the matters
upon which the financial advisor will render advice.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The retainer is $20,000.
Mr. Webb disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Edward Webb
BPM, LLP
2001 North Main Street, Suite 360
Walnut Creek, CA 94596
Tel: (925) 296-1040
About Alpacka Group, LLC
Alpacka Group, LLC is engaged in the warehousing/storage business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal . Case No. 23-51312) on November
8, 2023.
In the petition signed by Michael Applebaum, member, the Debtor
disclosed $385,984 in assets and $1,837,435 in liabilities.
Judge Elaine Hammond oversees the case.
Michael W. Malter, Esq., at Binder & Malter, LLP, represents the
Debtor as legal counsel.
ALPACKA GROUP: Seeks to Hire Hank Sprintz as Bookkeeper
-------------------------------------------------------
Alpacka Group, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ Next Level
Consulting Inc. as bookkeeper.
The firm will provide general finance and accounting services.
The firm will be paid at these rates:
Senior Finance Activities $265 per hour
Bookkeeping, Financial $42
Planning, & Analysis
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Hank Sprintz, a partner at Next Level Consulting Inc., disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Hank Sprintz
Next Level Consulting Inc.
1040 Willow Glen Way
San Jose, CA 95125
About Alpacka Group, LLC
Alpacka Group, LLC is engaged in the warehousing/storage business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal . Case No. 23-51312) on November
8, 2023.
In the petition signed by Michael Applebaum, member, the Debtor
disclosed $385,984 in assets and $1,837,435 in liabilities.
Judge Elaine Hammond oversees the case.
Michael W. Malter, Esq., at Binder & Malter, LLP, represents the
Debtor as legal counsel.
ARC MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ARC Management Group, LLC
1825 Barrett Lakes Blvd., N.W.
Suite 505
Kennesaw GA 30144
Business Description: ARC is a provider of billing, collection and
debt recovery services.
Chapter 11 Petition Date: November 28, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-61742
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta, GA 30329
Tel: 404-584-1238
Email: wrountree@rlkglaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by William D. Wilson as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/UFAF6AY/ARC_Management_Group_LLC__ganbke-23-61742__0001.0.pdf?mcid=tGE4TAMA
AREA CODE LOGISTICS: Hires Peter Spindel Legal Counsel
------------------------------------------------------
Area Code Logistics, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Peter Spindel,
Esq., PA as its counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued management of its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements;
(c) prepare legal documents;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The Debtor requested to retain the firm on a general retainer.
Peter Spindel, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Peter Spindel, Esq.
Peter Spindel, Esq., PA
5775 Blue Lagoon Dr., Ste. 300
Miami, FL 33126
Telephone: (786) 355-4631
Email: peterspindel@gmail.com
About Area Code Logistics, Inc.
Area Code Logistics Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 23-19387) on November 15, 2023,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by PETER SPINDEL, ESQ., P.A.
ARTERRA WINES: Moody's Affirms B3 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has affirmed Arterra Wines Canada, Inc.'s
B3 corporate family rating and its B3-PD probability of default
rating. Moody's also affirmed Arterra's B2 rating to its senior
secured bank credit facilities, which includes the revolving credit
facility and the first lien term loan tranches. The outlook is
changed to negative from stable.
"The negative outlook reflects Arterra's weaker than expected
operating performance for the first half of fiscal 2024 which has
resulted in higher financial leverage, as well as uncertainty
around ongoing government support," said Moody's analyst Dion Bate.
"Nonetheless, Arterra's good liquidity provides a temporary buffer
against financial underperformance over the next 12 months."
RATINGS RATIONALE
Arterra's weaker operating performance is impacting the company's
ability to improve its credit metrics. Moody's expects that low
single digit volume declines will persist across parts of the
portfolio, although price increases will help to support dollar
sales growth in fiscal 2025. The company is still confronting the
adverse effects of inflation, which have eroded profit margins.
However, Moody's anticipates some margin improvement from lower
freight costs and strategic initiatives which include the expansion
of its higher margin wine portfolio, streamlining its brand
offerings and improving production efficiency. Moody's adjusted
gross debt/ EBITDA is expected to decline from 9.7x (9.1x net of
cross currency hedges on its $444 million debt) but remain above 8x
by fiscal 2025. Interest coverage, as measured by Moody's adjusted
EBIT/ interest expense is expected to remain weakly positioned at
around 1x, largely impacted by its higher interest expense.
Arterra has financially benefited from the Canadian government's
two-year Wine Sector Support Program (WSSP), set to expire in March
2024. The Canadian government has not yet indicated whether the
program will be extended, however, based on the history of support
and importance of the local wine industry, Moody's believes there
is a high likelihood that the support will continue. If financial
support ceases, Arterra will lose around C$20 million of annual
subsidies, which would reduce its gross profit margin by around 3%
and materially weaken its credit metrics.
Arterra's rating is constrained by: (1) a difficult operating
environment which will constrain revenue and EBITDA growth over the
next 12-18 months; (2) its small scale relative to rated alcoholic
beverage peers; and (3) uncertainty around the continuation of
government financial support. The rating benefits from: (1) its
strong market position in the Canadian wine industry, supported by
a large retail presence and a portfolio of well-known brands across
various price points; (2) less volatile demand for wine and
wine-based coolers relative to other alcoholic beverages; (3)
highly regulated Canadian wine industry which creates substantial
barriers to entry; and (4) good liquidity.
Arterra has good liquidity. Sources are around C$140 million
compared to uses in the form of mandatory term loan amortization of
about C$9 million (net of hedges) over the next six quarters to
fiscal 2025. Sources are comprised of proforma cash balances of
around C$40 million, expectations of around C$20 million of free
cash flow through fiscal 2025 and full availability on the
company's C$80 million revolving credit facility expiring in
November 2025. The revolving credit facility is subject to a
springing maximum first lien net leverage covenant when drawings
exceed 35%. Moody's does not expect the covenant to be breached
over the next 12 months. However, if the covenant were to be
active, Moody's expects that compliance would be good. Arterra has
limited ability to generate liquidity from asset sales because its
main assets are encumbered.
Arterra's first out secured credit facilities ($455 million and
C$118 million first lien term loans due in November 2027 and C$80
million secured revolving credit facility) are rated B2, one notch
above the B3 CFR. This reflects the facilities senior position to
the C$111 million shareholder loan that provides loss absorption
cushion.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings downgrade could occur if adjusted debt/EBITDA is
sustained above 8.5x or adjusted EBIT/Interest is sustained below
1x, or if liquidity weakens.
A ratings upgrade would be considered if Arterra is able to
successfully execute its business plan that would improve EBITDA
and margins back to pre-covid levels resulting in adjusted
debt/EBITDA sustained below 7x; and maintaining adjusted
EBIT/Interest above 1x.
COMPANY PROFILE
Arterra Wines Canada, Inc., headquartered in Mississauga, Ontario,
markets, produces and distributes a portfolio of wine brands
through its Estates, licensee's, provincial liquor boards, its Wine
Rack retail stores and grocery retailers.
The principal methodology used in these ratings was Alcoholic
Beverages published in December 2021.
ASTROTECH CORP: Unit Secures Purchase Order for More Security Units
-------------------------------------------------------------------
Astrotech Corporation announced that its 1st Detect subsidiary has
accepted another significant purchase order for seven of its TRACER
1000 explosives trace detectors (ETDs), for an airport security
checkpoint. The systems will be deployed in a European airport in
Romania.
"We're excited to begin Fiscal Year 2024 with increased sales and
interest in the TRACER 1000 from the security checkpoint field.
Based on the near-zero false alarm rate that mass spectrometry
provides, we believe that the TRACER 1000 improves checkpoint
efficiency and passenger throughput by reducing the need for
time-consuming pat-downs," said Thomas B. Pickens III, chairman and
chief executive officer of 1st Detect.
About Astrotech
Astrotech Corporation (NASDAQ: ASTC) --
http://www.astrotechcorp.com-- is a mass spectrometry company that
launches, manages, and commercializes scalable companies based on
its innovative core technology through its wholly-owned
subsidiaries. 1st Detect develops, manufactures, and sells trace
detectors for use in the security and detection market. AgLAB is
developing chemical analyzers for use in the agriculture market.
BreathTech is developing a breath analysis tool to provide early
detection of lung diseases. Astrotech is headquartered in Austin,
Texas.
Astrotech reported a net loss of $9.64 million for the year ended
June 30, 2023, a net loss of $8.33 million for the year ended June
30, 2022, a net loss of $7.60 million for the year ended June 30,
2021, a net loss of $8.31 million for the year ended June 30, 2020,
and a net loss of $7.53 million for the year ended June 30, 2019.
The Company incurred a net loss of $9.64 million for the three
months ended Sept. 30, 2023.
ATLAS LITHIUM: Antonis Palikrousis Has 10.35% Stake as of Feb. 19
-----------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Antonis Palikrousis disclosed that as of Feb. 19, 2023,
he beneficially owned 680,000 shares of common stock of Atlas
Lithium Corporation, representing 10.35% of the shares outstanding.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1540684/000121465923014891/z117230sc13ga1.htm
About Atlas Lithium
Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a
mineral exploration and development company with lithium projects
and exploration properties in other critical and battery minerals,
including nickel, rare earths, graphite, and titanium, to power the
increased demand for electrification. The Company's current focus
is on developing its hard-rock lithium project located in Minas
Gerais State in Brazil at a well-known, premier pegmatitic district
in Brazil. The Company intends to produce and sell lithium
concentrate, a key ingredient for the global battery supply chain.
Atlas Lithium reported a net loss of $5.66 million in 2022, a net
loss of $4.03 million in 2021, a net loss of $1.55 million in 2020,
a net loss of $2.08 million in 2019, a net loss of $1.85 million in
2018, a net loss of $1.89 million in 2017, a net loss of $1.74
million in 2016, and a net loss of $1.88 million in 2015. For the
nine months ended Sept. 30, 2023, the Company reported a net loss
of $25.60 million.
AULT ALLIANCE: Reports 91.02% Equity Stake in RiskOn Intl.
----------------------------------------------------------
Ault Alliance, Inc. filed with the Securities and Exchange
Commission Amendment No. 1 to its Schedule 13D to report about its
ownership of RiskOn International Inc.'s common stock.
The aggregate percentage of Shares reported owned by each Ault
Alliance and affiliated entities is based upon 3,481,886 Shares
outstanding, which is the total number of Shares outstanding as of
November 16, 2023.
Ault Alliance, Inc. is reported to beneficially own an aggregate
amount of 30,320,005 shares. This represents 91.02% of RiskOn
International, Inc.'s common stock
Ault Lending, LLC, affiliated with Ault Alliance, Inc., is reported
to own an aggregate amount of 489,757 shares, constituting
approximately 14.07% RiskOn's Common Stock.
Milton C. Ault, III, associated with Ault Alliance, Inc., is
reported to beneficially own an aggregate amount of 30,355,480
shares, representing 91.13% of RiskOn's Common Stock.
Henry C.W. Nisser is reported to beneficially own an aggregate
amount of 182,871 shares, representing 4.99% RiskOn's Common
Stock.
Ault Alliance Inc. may be reached at:
MILTON C. AULT, III
AULT ALLIANCE, INC.
11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 240
LAS VEGAS, NV 89141
Tel: (949) 444-5464
A full-text copy of the Schedule 13D Report is available at
https://tinyurl.com/2vdnxhta
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.
AZAR BOUJARAN-GHOMI: Hires Wisdom Professional as Accountant
------------------------------------------------------------
Azar Boujaran-Ghomi DDS P.C. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Wisdom Professional Services Inc. as accountant.
The firm will provide these services:
a. gather and verify all pertinent information required to
compile and prepare monthly operating reports; and
b. prepare monthly operating reports for the Debtor.
The firm will be paid at the rate of $250 per report. The firm has
been paid a retainer in the amount of $3,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Shtarkman, a partner at Wisdom Professional Services Inc.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Michael Shtarkman
Wisdom Professional Services Inc.,
626 Sheepshead Bay Road Suite 640
Brooklyn, NY 11224
Telephone: (718) 554-6672
About Azar Boujaran-Ghomi DDS P.C.
Azar Boujaran-Ghomi DDS P.C., filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.Y. Case No. 23-42065) on June 9, 2023, with
as much as $1 million in both assets and liabilities. Judge Jil
Mazer-Marino oversees the case.
The Debtor is represented by the Law Offices of Alla Kachan, PC.
B. GRIFFITH ROOFING: Ruediger Mueller Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI,
Inc. as Subchapter V trustee for B. Griffith Roofing, Inc.
Mr. Mueller 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. Mueller declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ruediger Mueller
TCMI, Inc.
1112 Watson Court
Reunion, FL 34747
Email: truste@tcmius.com
About B. Griffith Roofing
B. Griffith Roofing, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-05000) on Nov. 6, 2023, with up to $1 million in assets and up
to $500,000 in liabilities. Brent S. Griffith, president, signed
the petition.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, PA, represents the Debtor as
legal counsel.
BACKFORTY VENTURES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Backforty Ventures, LLC
DBA Barrett Beverage
DBA Conspirator Beverage
10123 SE Brittany Ct
Clackamas, OR 97015
Case No.: 23-32765
Business Description: The Debtor is a beverage manufacturer and
co-packer specializing in beer, spirits, and
and non-alcoholic sodas.
Chapter 11 Petition Date: November 29, 2023
Court: United States Bankruptcy Court
District of Oregon
Judge: Hon. David W. Hercher
Debtor's Counsel: Theodore J. Piteo, Esq.
MICHAEL D. O'BRIEN & ASSOCIATES, P.C.
12909 SW 68th Parkway, Suite 160
Portland, OR 97223
Tel: 503-786-3800
Fax: 503-272-7796
Email: enc@pdxlegal.com
Total Assets: $430,424
Total Liabilities: $2,526,995
The petition was signed by Brice Barrett as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/CDPPRFQ/Backforty_Ventures_LLC__orbke-23-32765__0001.0.pdf?mcid=tGE4TAMA
BALLANTYNE BRANDS: Hires Whelehan Law Firm as Special Counsel
-------------------------------------------------------------
Ballantyne Brands, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ Whelehan
Law Firm, LLC as special counsel.
The Debtor needs the firm's legal assistance to enforce collection
in connection with a final judgment (Adv. Proc. No. 21-03004)
pending in the state and/or federal courts of South Carolina.
The firm will be paid at the rate of $350 per hour.
The firm received a trust deposit in the amount of $1,500 for
expenses incurred.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Rory D. Whelehan, Esq., a partner at Whelehan Law Firm, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Rory D. Whelehan, Esq.
Whelehan Law Firm, LLC
200 North Main Street, Suite 301-D
Greenville, SC 29601
Telephone: (864) 908-3917
Email: rwhelehan@whelehanlaw.com
About Ballantyne Brands
Ballantyne Brands -- https://www.misticecigs.com/ -- manufactures
electronic cigarette under the brand Mistic.
Ballantyne Brands LLC, a Delaware limited liability company, and
Ballantyne Brands LLC, a North Carolina limited liability company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D.N.C. Case Nos. 19-30083 and 19-30084) on Jan. 18, 2019.
At the time of the filing, Ballantyne Brands disclosed $189,222 in
assets and $16,613,740 in liabilities. Meanwhile, the company's
North Carolina affiliate reported zero assets and liabilities of
$1,586,511.
The cases are assigned to Judge Craig J. Whitley. Moon Wright &
Houston, PLLC, is the Debtors' legal counsel.
BIJOU HILL: Has OKs Deal on Cash Collateral Access Thru Jan 2024
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Bijou Hill Dairy, Inc. to use cash collateral on an interim basis
in accordance with its agreement with Farmers Bank, through January
23, 2024.
The Debtor requires use of its cash on hand, its future receipts,
and accounts receivable to fund its postpetition operations.
Farmers Bank is the Debtor's senior secured creditor, and the
holder of Debtor's largest debt. Farmers asserts and Debtor has
stipulated to the principal balance of $3.3 million on several
secured loans, in addition to interest, default interest, late
charges, attorneys' fees and costs, and such other costs as are due
and owing under the terms of the loan agreements between the
parties. Farmers asserts and Debtor has stipulated that the Farmers
Indebtedness is in default and in cross-default for non-payment of
the monthly payments due under the terms of the loan agreements, as
well as for other reasons.
Farmers Bank has consented to the Debtor's use of cash collateral
in the Stipulation reliance on the Order including and without
limitation the incorporation of the rights, reporting and
protections set forth in the Stipulation to be binding upon the
Debtor's estate as set forth in the Stipulation. The adequate
protection replacement liens and security interests granted to
Secured Creditor under the Stipulation, and the rights of the
Secured Creditor pursuant to the Order will not in any way be
altered, impaired, modified or otherwise adversely affected.
The Debtor has listed a debt to the Colorado Department of Revenue
for unpaid priority wage withholding taxes in its bankruptcy
schedules in the amount of $39,853. The State asserts a first
priority lien for unpaid withholding taxes pursuant to Section
39-22-604(7)(a), C.R.S. on all business assets. Further, the State
asserts that wage withholding taxes collected by the Debtor are
held in trust and do not become property of the Debtor's bankruptcy
estate.
As adequate protection, Farmers is granted additional and/or
replacement liens against and security interest in all presently
owned and hereafter acquired crops, farm products, governmental
payments, livestock, inventory, accounts, equipment, and general
intangibles of the Debtor and all proceeds and products therefrom.
Farmers' Adequate Protection Liens will have the same priority as
the liens and security interests of Farmers existing as of the
Petition Date.
The Debtor's right to use cash collateral will terminate upon the
occurrence of any of the following:
a. In the event that Farmers Bank determines that there is an
inadequate likelihood of a successful reorganization by the Debtor
or inordinate or improvident losses in operations or value of
collateral substantially impairing the likelihood of the Debtor's
repayment of all principal, interest and costs of collection and
attorneys' fees outstanding on the Farmers Indebtedness, Farmers
may on ten days prior written notice terminate its further consent
to use of cash collateral and seek relief from stay.
b. If the Debtor will default in the performance or observation of
any provision of the Order to be performed or observed by it, and
does not cure this default within a cure period of 10 calendar days
after Farmers provides written notice to the Debtor's counsel;
c. Upon confirmation of a plan of reorganization in the Chapter 11
case;
d. Upon the Court's dismissal of the Debtor's Chapter 11 case, or
conversion of the Debtor's Chapter 11 case to a case under Chapter
7.
A copy of the order is available at https://urlcurt.com/u?l=V4i6CX
from PacerMonitor.com.
About Bijou Hill Dairy
Bijou Hill Dairy, Inc. sought Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 23-13238) on July 21, 2023, with
$3,650,705 in total assets and $4,486,904 in total liabilities.
Larry Pearson, president, signed the petition.
Judge Michael E. Romero oversees the case.
Allen Vellone Wolf Helfrich & Factor PC serves as the Debtor's
legal counsel.
BIP PIPECO: Moody's Assigns First Time 'Ba3' CFR, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to BIP PipeCo
Holdings, LLC, including a Ba3 Corporate Family Rating, a Ba3-PD
Probability of Default Rating and a Ba3 rating to its proposed $465
million senior secured term loan B due 2030. The rating outlook is
stable. There is no change to NGPL PipeCo LLC's Baa3 senior
unsecured rating and stable outlook.
The proposed term loan will fund a distribution to Brookfield
Infrastructure Partners L.P., the owner of BIP PipeCo Holdings,
LLC, which owns a 25% stake in NGPL.
"Moody's expect BIP PipeCo to receive steady, ongoing cash
distributions from NGPL as a result of the pipeline company's
highly contracted transportation and storage, fee-based businesses
with minimum volume commitments," commented James Wilkins, Moody's
Vice President. "Well-defined governance rights require
distributions from NGPL to its owners."
RATINGS RATIONALE
BIP PipeCo's Ba3 CFR reflects NGPL PipeCo LLC's (NGPL, Baa3 stable)
credit profile and considers BIP PipeCo's minority ownership,
non-operating interest and the additional $465 million of debt
placed at BIP PipeCo that is structurally subordinated to NGPL's
$1.9 billion of balance sheet debt. BIP PipeCo's pro forma leverage
(debt/EBITDA) is high (6.2x as of June 30, 2023, calculated using
its 25 percent proportional share of NGPL debt and EBITDA as well
as the $465 million of debt at BIP PipeCo, and Moody's standard
analytical adjustments). NGPL's leverage was 3.1x as of June 30,
2023. BIP PipeCo is entirely dependent on distributions from NGPL
to service its term loan since it has no physical assets nor does
it generate revenue or cash flow. The rating considers the
structural subordination of the debt at BIP PipeCo to the debt at
NGPL as well as BIP PipeCo's ownership percentage of NGPL and BIP
PipeCo's governance rights that ensure continued distributions from
NGPL. Therefore, governance is a key consideration in this rating.
BIP PipeCo has two of five board seats such that its consent is
required for general matters, but implementation of many actions
including a change in the distribution policy requires an 85
percent supermajority approval that effectively requires all
owners' consent to implement.
NGPL has a geographically extensive natural gas pipeline network
from West Texas and the US Gulf Coast where it serves LNG exporters
and other customers, up to the Chicago area where it supplies local
gas distribution companies, power plants and industrial users. It
benefits from a stable fee-based, demand pull business underpinned
by long-term contracts with take-or-pay provisions (over one-half
are attributable to investment grade rated counterparties). The
company has historically modestly expanded its network, transported
volumes and earnings through numerous growth projects and has the
opportunity to continue to do so. Growth capital expenditures can
be funded with debt at NGPL (that is repaid from new projects' cash
flow) or contributions from the owners such that distributions are
not cut and the owners continue to receive steady distributions.
BIP PipeCo's proposed term loan is rated Ba3, the same level as the
Ba3 CFR, reflecting the lack of other material amounts of debt in
the liability structure. The term loan has a first priority senior
secured lien on all assets of BIP PipeCo, including the 25 percent
equity interest in the entity that indirectly owns Natural Gas
Pipeline Company of America LLC. The credit facility has provisions
allowing for additional debt used to acquire additional equity
interests subject to a maximum Proportionate Consolidated Total Net
Leverage Ratio of 6.5x, provided that it is secured on a pari passu
basis, plus a $75 million general debt basket. The credit agreement
prohibits the designation of unrestricted subsidiaries, preventing
collateral "leakage" to such subsidiaries. All existing and future
direct and indirect domestic wholly-owned subsidiaries of the
borrower are guarantors, but BIP PipeCo was established to hold and
finance a minority stake in NGPL, and there are no guarantors at
this time. The credit agreement provides some limitations on
up-tiering transactions, but allows for DIP financing and
transactions where adversely affected lenders have an opportunity
to participate ratably in a priming tranche.
Moody's expects BIP PipeCo to maintain adequate liquidity through
2024. The company will receive quarterly distributions from NGPL
that will be used to service its debt and minor operating expenses.
It will also have a letter of credit facility that can fund a debt
service account to cover six months of interest and amortization on
the senior secured term loan. The term loan, which is due in 2030,
has one financial covenant -- a minimum debt service coverage ratio
of 1.10x. Moody's expects the company to comply with the covenant
through 2024. BIP PipeCo has no revolving credit facility or
alternate sources of immediate liquidity.
The stable outlook reflects the stable outlook on NGPL's ratings
and Moody's expectation that NGPL's steady cash flow will support
consistent distributions to BIP PipeCo sufficient to cover BIP
PipeCo's debt service requirements.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
BIP PipeCo's rating could be upgraded if NGPL PipeCo LLC's rating
is upgraded and the company maintains or improves its stand-alone
leverage profile. BIP PipeCo's rating could be downgraded if NGPL
PipeCo LLC's rating is downgraded, distributions to BIP PipeCo
decline or debt at BIP PipeCo materially increases.
BIP PipeCo Holdings, LLC is a holding company that owns Brookfield
Infrastructure Partners L.P.'s 25 percent stake in NGPL PipeCo LLC,
a holding company that wholly owns Natural Gas Pipeline Company of
America LLC, which is an interstate pipeline regulated by the
Federal Energy Regulatory Commission (FERC). NGPL is jointly owned
by Brookfield Infrastructure Partners L.P. and funds managed by
ArcLight (AL NGPL Holdings LLC, Ba3 stable, 37.5% stake) and Kinder
Morgan, Inc. (Baa2 stable, 37.5% stake), a large midstream energy
company that operates NGPL.
BIP PIPECO: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to BIP
PipeCo Holdings LLC, a subsidiary of Brookfield Infrastructure
Partners LP.
S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '3' recovery rating to the company's senior secured term
loan B facility. The '3' recovery rating on the debt indicates our
expectation of meaningful (50%-70%; rounded estimate: 50%) recovery
in the event of a payment default.
"The stable rating outlook on BIP PipeCo reflects our forecast
EBITDA interest coverage ratio between 1.5x and 2x and debt to
EBITDA of 6.5x-7.5x in 2024 and 2025. We expect BIP PipeCo to
receive steady distributions from investee NGPL Holdings, LLC.
"Our 'B+' issuer credit rating on BIP PipeCo reflects the
differentiated credit quality between BIP PipeCo and its investee
NGPL Holdings LLC, the ultimate parent of the Natural Gas Pipeline
Co. of America (NGPL PipeCo).
"BIP PipeCo holds a 25% equity interest in NGPL Holdings and relies
on distributions from the investee to service its $465 million term
loan due in 2030 because it does not have other substantive assets.
As a result, we rate BIP PipeCo under our noncontrolling equity
interest criteria (NCEI). As such, our view on BIP PipeCo's credit
profile incorporates its financial ratios, NGPL Holdings' cash flow
stability, its ability to influence NGPL Holdings' financial
policy, and its ability to liquidate its investment in NGPL
Holdings to repay the term loan.
"We expect BIP PipeCo to receive steady distributions through the
term loan period, supported by the extensive scale of the NGPL
pipeline system and its EBITDA that has been increasing
historically. This systems' expansive reach, accessing all major
U.S. natural gas basins including the Permian and Appalachia, along
with a strong credit profile supported by 90% take or pay revenue,
forms the foundation of its asset level cash flows. Notably, while
60% of revenue is derived from investment-grade customers, the
remaining portion from lower credit quality companies is balanced
by mandatory credit enhancements, effectively reducing counterparty
risk. NGPL's transportation contracts have an average duration of
about seven years. The pipeline's significance is further
underscored by its substantial throughput volumes of over 5 billion
cubic feet per day and 60% market share in the Chicago area, making
it a vital element of the U.S. energy infrastructure. Consequently,
the cash flow stability of NGPL Holdings is a key positive aspect
in our evaluation.
"Our positive view of BIP PipeCo's corporate governance and
financial policy is influenced by its significant governance rights
in NGPL Holdings. NGPL Holdings is required to distribute all
available cash quarterly to AL NGPL, BIP PipeCo, and Kinder Morgan.
As such, we believe NGPL Holdings has an incentive to maintain
consistent or growing distributions. Despite holding a 25% equity
interest in NGPL Holdings, BIP PipeCo has a notable influence, with
two out of five board seats. This arrangement effectively grants it
40% of the voting rights. BIP PipeCo's approval is required for
major decisions as long as it holds an at least 5% equity stake in
NGPL HoldCo, particularly concerning capital contributions and
distributions. In addition, BIP PipeCo possesses a controlling vote
in decisions requiring supermajority approval that affect cash
distributions. This includes alterations to distributions policy,
defining available cash, managing debt at NGPL Holdings and its
subsidiaries, asset sales, and budget modifications. The
determination of available cash is subject to a majority vote.
"We project that BIP PipeCo's debt to EBITDA ratio will be
approximately 7.5x, alongside an EBITDA interest coverage ratio of
about 1.6x, in 2024.We foresee a positive trend, with leverage
decreasing to 6.5x and EBITDA interest coverage improving to 2x in
2025. This improvement is expected as the company actively reduces
its term loan B balance through an excess cash sweep mechanism. The
company's term loan B is subject to a 75% excess cash flow sweep
when the consolidated total net leverage exceeds 6x. This
percentage decreases to 50% when leverage is over 5x and further to
25% when it surpasses 4x. Based on our projections, we anticipate a
75% cash flow sweep in both 2024 and 2025.
"We note that the term loan B collateral package includes 25% of
the $1 billion outstanding shareholder notes issued by MidCo LLC, a
subsidiary of NGPL Holdings to Kinder Morgan, Brookfield, and
Arclight. This adds a layer of security and stability to the
financial structure.
"Our view of BIP PipeCo's ability to liquidate its investment in
NGPL Holdings is negative, given the private ownership of the
company.
"The stable outlook reflects our expectation that BIP PipeCo will
receive steady cash distributions from NGPL HoldCo, underpinned by
its largely take or pay contracts and large operational scale. We
expect the company to maintain EBITDA interest coverage ratio of
below 2x in 2024 and 2025. We also anticipate its leverage ratio of
7.5x declining to 6.5x in 2025, driven by the debt balance
reduction via excess cash sweeps."
S&P could take a negative rating action on BIP PipeCo if:
-- Its leverage deteriorated to 7.5x or its EBITDA interest
coverage ratio declined to 1.5x or below on a forward-looking
basis. This could occur due to a lower-than-expected level of
available cash at NGPL HoldCo; or
-- NGPL HoldCo's credit quality deteriorated such that its
subsidiary NGPL PipeCo's leverage exceeded 4.5x. This could occur
due to prolonged increases in its operating expenditure, an
inability to renew its expiring contracts at competitive rates, or
a substantial increase in its debt to fund growth projects.
Although unlikely in the near term, S&P could consider taking a
positive rating action on BIP PipeCo if:
-- Its EBITDA interest coverage ratio exceeded 3.0x and its debt
to EBITDA declined below 5.5x. This could occur if
higher-than-expected throughput volumes at NGPL PipeCo supported
greater available cash; or
-- S&P raised its rating on NGPL PipeCo and BIP PipeCo was
expected to have interest coverage above 3.0x. This could occur if
NGPL PipeCo achieved S&P Global Ratings-adjusted debt to EBITDA of
less than 3.5x on a consistent basis due to higher-than-expected
volumes or debt repayment.
BLACKBERRY LTD: Issues $150MM Unsecured Debentures to Fairfax
-------------------------------------------------------------
BlackBerry Limited disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that the Company has entered
into a subscription agreement with certain controlled affiliates of
Fairfax Financial Holdings Limited, as purchasers. Pursuant to the
agreement, on Nov. 17, 2023, the Company issued $150 million
aggregate principal amount of its 1.75% extendible convertible
unsecured debentures to the Purchasers on a private placement
basis.
The Extension Debentures have a maturity date of February 15, 2024,
with an option for the parties to extend the maturity date to May
15, 2024, subject to the prior conversion or payment thereof as
provided by the Extension Debentures.
The Extension Debentures bear interest at a rate of 1.75% per
annum, payable on the Initial Maturity Date and, if applicable, the
Final Maturity Date. If an event of default has occurred and is
continuing, the Extension Debentures will bear interest at a rate
of 5.75% per annum during the period of the default.
Each of BlackBerry Corporation and BlackBerry UK Limited, the
subsidiary guarantors named in the Extension Debentures, has
separately guaranteed the payment of principal, premium (if any)
interest, and other amounts due under the Extension Debentures, and
the performance of all other obligations of the Company under the
Extension Debentures.
The Company is subject to customary covenants associated with the
Extension Debentures, including limitations on the Company's senior
indebtedness.
The Extension Debentures and the Guarantees rank pari passu with
one another and, subject to statutory preferred exceptions, shall
rank equally with all other present and future unsubordinated
unsecured indebtedness of the Company or the Guarantors, as
applicable, other than specified senior indebtedness of the Company
and the Guarantors, as applicable.
Each holder of the Extension Debentures shall have the right at its
option to convert each $1,000 principal amount of its Extension
Debentures into shares of common stock of the Company at any time
prior to the third business day prior to the Maturity Date. Common
Shares will be issued based on an initial conversion price of $6.00
principal amount of Extension Debentures per Common Share, subject
to adjustment in certain circumstances. The maximum number of
Common Shares issuable upon conversion of the Extension Debentures
is 25,000,000 Common Shares.
The Extension Debentures are not redeemable at the option of the
Company prior to the Maturity Date.
The Extension Debentures are subject to a change of control
provision whereby the Company would be required to make an offer to
repurchase the Extension Debentures at 115% of the principal amount
thereof plus accrued and unpaid interest, if any, if a person or
group (other than Fairfax Financial Holdings Limited or its
affiliates, or any of their joint actors) acquires 35% of the
outstanding Common Shares, acquires all or substantially all of the
Company's assets, or if the Company merges with another entity and
the Company's existing shareholders hold less than 50% of the
common shares of the surviving entity.
The Extension Debentures provide for such events of default as are
customary for indebtedness of this type that could, subject to
certain conditions, cause the principal amount of the Extension
Debentures plus accrued and unpaid interest (including additional
interest), if any, to become due and payable, including a default
by the Company or any Guarantor in the performance of or compliance
with any term of any other indebtedness that results in the
acceleration of indebtedness, or the failure to pay any such
indebtedness at maturity, in each case in an aggregate amount in
excess of in an aggregate principal amount of more than
$50,000,000.
Certain controlled affiliates of Fairfax are parties to the
Subscription Agreement. Fairfax beneficially owns, or exercises
control or direction over, approximately 8% of the Company's
outstanding Common Shares on a non-diluted basis and owned a
portion of the 2020 Debentures.Prem Watsa, a director of the
Company, is the Chairman and Chief Executive Officer of Fairfax,
and recused himself from discussion of the board of directors of
the Company relating to the transactions described herein and did
not vote on their approval.
The offer and sale of the Extension Debentures, the Guarantees, and
the Common Shares issuable upon conversion of the Extension
Debentures, if any, were made in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended, and the rules promulgated thereunder. The Company
relied on this exemption from registration based in part on
representations made by the Purchasers in the Subscription
Agreement. Any Common Shares issuable upon conversion of the
Extension Debentures will be issued in transactions anticipated to
be exempt from registration under the Securities Act pursuant to
Section 3(a)(9) thereof.
About BlackBerry
Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB;
TSX: BB) provides intelligent security software and services to
enterprises and governments around the world. As of Aug. 31, 2023,
the Company had $1.613 billion in total assets against $784 million
in total liabilities.
In September 2023, Egan-Jones Ratings Company maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by BlackBerry Limited.
BREAD FINANCIAL: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Bread Financial Holdings' (BFH)
first-time Long- and Short-Term Issuer Default Ratings (IDRs) of
'BB-' and 'B', respectively. In addition, Fitch has assigned a
Stable Rating Outlook for the Long-Term IDR and a Viability Rating
(VR) of 'bb-' and a Government Support Rating (GSR) of 'no support'
(ns).
KEY RATING DRIVERS
Bread Financial Holdings IDRs are based on the holding company's
intrinsic creditworthiness as reflected in its VR of 'bb-'. BFH's
ratings reflect its monoline business model with a high retail
partner concentration, smaller size, and the holding company's
elevated risk profile as well as its more volatile financial
performance relative to higher rated peers.
Less Regulated Operating Environment: Fitch has assigned an
Operating Environment (OE) score of 'a+,' adjusted from Fitch's
'aa-' OE score for U.S. banks. BFH does not operate as a Bank
Holding Company under the Federal Reserve, so it is not subject to
consolidated supervision at the parent level. BFH has been
developing internal systems and stress testing protocols that over
time would prepare it to become a BHC. Its two subsidiary banks are
regulated by the FDIC in tandem with their state regulators in Utah
and Delaware, adding complexity to its oversight. The subsidiaries
are also subject to supervision by the Consumer Financial
Protection Bureau (CFPB).
Narrow Business Profile: BFH's Business Profile score of 'bb-'
reflects its narrow focus, reliance on partnerships, small size,
and short history as a stand-alone card issuer. BFH derives funding
from securitizations, company debt, wholesale deposits and a small
but growing retail deposit platform. While the company has exited
businesses with limited strategic alignment, it still has legacy
debt from the former structure. In 2019, BFH sold its marketing
firm, Epsilon Partners, and in November 2021, spun out an
international loyalty marketing firm, Loyalty Ventures, Inc., which
filed for bankruptcy protection in March 2023.
Risk Profile Elevated in Near Term: Fitch has assigned BFH a Risk
Profile score of 'b+.' Fitch views its concentration in unsecured
lending, its focus on higher risk borrowers and its sensitivity to
interest rates as rating constraints. Bread's business is also
subject to proposed regulatory changes by the CFPB that would
reduce late fee income and could incentivize reduced borrower
repayments. BFH is renegotiating revenue terms with partners to
offset potential lost income and credit costs. Loyalty Ventures
Inc. is now pursuing litigation against BFH to recover losses for
its creditors. Fitch's base case is that BFH can absorb any related
expenses without materially altering its financial metrics over the
long term.
Concentrated Loan Portfolio: Although BFH's average impaired loan
ratio of 4.1% from 2019 to 2022 implies 'bbb,' its asset quality
score has been adjusted to 'bb-' with a Negative Outlook to account
for concentration in unsecured lending, a high concentration of
consumer borrowers and above average loss rates, which is partly
reflected in its current impaired loan ratio of 5.0%. BFH has
diversified its retail partner portfolio and raised average credit
scores. Fitch forecasts higher charge-off rates due to the ongoing
effects of inflation, rising unemployment, a shallow recession in
1H24 and the exhaustion of pandemic savings buffers.
High Reliance on Net Interest Income: BFH's operating profits to
RWA ratio of 2.6% for the last two years imply a score in the low
'a' range. Fitch has adjusted this score to 'bb+' to factor in a
reliance on net interest income, business model vulnerability to
cyclicality, reliance on a single business, and potential risk to
earnings from litigation and pending regulatory changes. Fitch
notes that BFH has improved its earnings performance in recent
years and sees underlying trends improving. While BFH's net
interest margin leads peers, it is expected to decline in 2024 with
the adoption of CFPB's safe harbor ruling on late fees.
Improving Capitalization: BFH's Common Equity Tier 1 ratio of 12.9%
at 3Q23 implies a capital and leverage score in the 'bbb' category.
However, this score has been adjusted to 'bb-' to reflect the
holding company's small capital base in absolute terms, a business
model prone to performance swings and concentration in unsecured
loans. BFH has reduced its leverage meaningfully and has a clear
plan to continue to do so. The company is implementing several
programs to improve capital management and its capital ratios have
been increasing.
Funding & Liquidity Improving: BFH's loans to customer deposits
ratio was 135% at 3Q23, improved from an average of 162% for the
four years ending in 2022. While this ratio would imply a funding
and liquidity score in the 'bb' category, Fitch has notched this to
'b+' to reflect its deposit structure and reliance on non-deposit
funding. Fitch notes Bread's recent and expected improvements in
debt levels.
BFH has increased its retail deposits to 35% of total interest
bearing liabilities in 3Q23 from 11% in 1Q21. It expects to
increase retail deposits to 50% in the long term. BFH is in the
process of building BHC/FHC enterprise-wide liquidity risk
management. In the meantime, its stress testing reflects that its
liquidity appears to be sustainable. After a pause in 2022, BFH
returned to the asset-backed securitization market in 2023 and
plans to continue seeking funding from this source annually.
Not applicable as subsidiaries are not rated
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A reduction in CET 1 ratio below 10% for several quarters;
- A significant deterioration in the bank's risk profile that
results in a sustained reduction in BFH's operating profit as a
percentage of risk-weighted assets to a level consistently below
2.5%;
- A weakening liquidity profile or dramatic shift in its funding
mix that constrains the company's ability to meet its obligations
under a stressed scenario;
- Adverse resolution of litigation with Loyalty Ventures that
results in a significant impact to its earnings, liquidity, capital
ratios or business relationships.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A sustained increase in BFH's CET 1 ratio above 14%;
- A marked reduction in net charge-off rates and the effective
navigation of industry trends, such as CFPB's proposed regulatory
changes to cut late fees and increased competition among direct
banks, that results in the stabilization of BFH's in operating
profit as a percentage of risk-weighted assets consistently above
4%;
- A meaningful reduction of parent debt and improving liquidity
profile;
- Conversion to becoming a bank holding company supervised by the
U.S. Federal Reserve Bank.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
BFH's 'BB-' Long-Term Senior Unsecured rating is equalized with its
Long-Term IDR, reflecting Fitch's view that default on senior
obligations equates to a default of the bank/BHC (as captured by
the issuer's IDR) and usually average expected recoveries upon
default.
The 'B' Short-Term IDR corresponds with Long-Term IDRs between
'BB+' and 'B-' under Fitch's Global Bank criteria.
BFH has a GSR of 'ns.' In Fitch's view, the probability of
government support is unlikely.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The Senior Unsecured rating is directly linked to the Long-Term IDR
and would be expected to move in tandem.
A rating action on the Short-Term IDR is unlikely given the current
level of BFH's Long-Term IDR, as this would require a multiple
notch upgrade or downgrade of the Long-Term IDR.
There is limited likelihood that the GSR of 'ns' will change over
the foreseeable future.
VR ADJUSTMENTS
Fitch has made the following adjustments to the implied factor
scores:
The Operating Environment score of 'a+' has been assigned below the
implied category of 'aa' due to a negative adjustment for
Regulatory and Legal Framework.
The Business Profile score of 'bb-' has been assigned below the
implied category of 'bbb' due to negative adjustments for the
following adjustment reason: Business Model (negative), Market
Position (negative).
The Asset Quality score of 'bb-' has been assigned below the
implied category of 'bbb' due to the following adjustment reason:
Concentrations (negative) and Historical and Future Metrics
(negative).
The Earnings and Profitability score of 'bb+' has been assigned
below the implied category of 'a' due to the following adjustment
reason: Earnings Stability (negative), revenue diversification
(negative) and historical and future metrics (negative).
The Capitalization and Leverage score of 'bb-' has been assigned
below the implied category of 'bbb' due to the following adjustment
reason: Size of Capital Base (negative), Risk Profile and Business
Model (negative).
The Funding and Liquidity score of 'b+' is below the implied score
of 'bb' due to the following adjustment reason: Deposit structure
(negative) and non-deposit Funding (negative).
ESG CONSIDERATIONS
Bread Financial Holdings has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy, and Data Security due
to its exposure to compliance risks including fair lending
practices, debt collection practices, and consumer data protection,
which has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors.
Bread Financial Holdings has an ESG Relevance Score of '4' for
Financial Transparency. Due to Bread's non-BHC status for
regulatory purposes, Bread has exposure to quality of financial
reporting and auditing processes which, in combination with other
factors, impacts the rating.
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
----------- ------
Bread Financial
Holdings, Inc. LT IDR BB- New Rating
ST IDR B New Rating
Viability bb- New Rating
Government Support ns New Rating
senior unsecured LT BB- New Rating
BUCKEYE PARTNERS: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Buckeye Partners L.P. (BPL), which includes its analysis on the
credit quality of its parent, Buckeye Energy Holdings.
At the same time, S&P affirmed its 'BB+' rating on the company's
senior secured debt, 'BB-' rating on its senior unsecured debt, and
'B-' rating on its junior subordinated notes.
S&P Global Ratings revised Buckeye Partners L.P.'s stand-alone
credit profile to 'bb' from 'bb-'.
The stable outlook reflects S&P's expectation that Buckeye Partners
L.P.'s S&P-Global Ratings-adjusted debt to EBITDA will decline to
the 4.5x-5.0x range in 2024.
In June 2023, BPL and BAES Infrastructure were separated to become
wholly owned subsidiaries of Buckeye Energy Holdings LLC (BEH).
S&P said, "We factor Buckeye Partners L.P.'s parent company,
Buckeye Energy Holdings, into our credit analysis. Based on the
revised organizational structure, we view BPL as a core subsidiary
of BEH. BEH is dependent on BPL as a driver of cash flow to the
consolidated entity. As a result, we consider BPL part of BEH's
group and include the overall group creditworthiness in our group
rating methodology."
S&P expects BPL stand-alone leverage to improve to the 4.5-5.0x
range in 2024 from the 6.2x-6.7x range in 2023. The financial risk
profile of BPL benefited from the separation of BAES, which was
largely in development with accompanying debt. In addition, the
resumption of FLNG Liquefaction 2 LLC (FLIQ2) distributions in 2024
is expected to increase BPL's S&P Global Ratings-adjusted EBITDA
and support deleveraging. Prospects for deleveraging beyond these
levels will depend on the funding of growth projects and
distributions to the parent.
The issuance of the $1.0 billion term loan B due 2030 and the
extension of the revolving credit facility improved the maturity
profile of the capital structure. The company used the proceeds of
the term loan B to repay amounts outstanding under the revolving
credit facility and partially repay the existing term loan B due
2026. Based on current liquidity levels, we believe that the
upcoming $300 million is manageable.
The stable outlook reflects S&P's expectation that Buckeye Partners
L.P. will maintain S&P Global Ratings-adjusted debt to EBITDA in
the 6.2x-6.7x range in 2023, declining to the 4.5x-5.0x range in
2024.
S&P could take a negative rating action on BPL if the group's
consolidated leverage increased, specifically, if debt at the
parent BEH increased without corresponding actions to reduce
leverage beyond existing levels.
In addition, S&P could take a negative rating action on BPL's
stand-alone credit profile if stand-alone leverage were sustained
above 5.5x.
S&P could take a positive rating action on BPL if leverage at BEH
decreased, and it expected BPL to maintain leverage below 5.5x.
CACTUS LAND: Soneet Kapila Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 21 appointed Soneet Kapila of Kapila
Mukamal as Subchapter V trustee for Cactus Land Holdings, Inc.
Mr. Kapila will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Kapila declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Soneet R. Kapila
Kapila Mukamal
1000 South Federal Highway, Suite 200
Fort Lauderdale, FL 33316
Tel: (954) 761-1011
Email: skapila@kapilamukamal.com
About Cactus Land Holdings
Cactus Land Holdings, Inc. is a resident-owned manufactured home
community in Fort Lauderdale, Fla.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19135) on Nov. 6,
2023, with $4,478,161 in assets and $1,887,404 in liabilities. Jack
"Jay" Rust, Jr., president, signed the petition.
Judge Peter D. Russin oversees the case.
Matthew S. Kish, Esq., at Shapiro Blasi Wasserman & Hermann PA,
represents the Debtor as legal counsel.
CACTUSRV.COM LLC: Seeks Cash Collateral Access
----------------------------------------------
CactusRV.com, LLC asks the U.S. Bankruptcy Court for the District
of Arizona for authority to use cash collateral in accordance with
the budget, with a 20% variance, and provide adequate protection.
Cactus RV's current financial problems stem from the rising
interest rates which have chilled consumer recreational spending,
coupled with the Interstate 10 construction which has temporarily
closed the off-ramp at Sunset Road which leads to the sales center.
The I-10 construction, rising inflation and interest rates, and the
changes that have occurred in the recreational vehicle landscape in
general due to the elimination of social distancing restrictions
have made it extremely difficult for Cactus RV to operate at a
profit.
The Debtor has three secured lenders who contain an interest in the
revenue generated from its sales: Wells Fargo, Northpoint, and
Huntington Distribution Finance, Inc.
Between August 24, 2023 through September 4, 2023, the Debtor sold
units but did not have an opportunity to remit the proceeds to the
Lenders before the bankruptcy case was filed.
The Debtor needed to utilize the funds from these units sold
pre-petition to continue to operate, as once the bankruptcy case
was filed its credit lines froze and it was no longer able to
borrow.
On November 8, 2023, a status hearing was held on the Cash
Collateral Motion where the parties indicated they were attempting
to resolve certain issues, but agreed that Northpoint may use the
funds it received from the Debtor pre-petition, totaling $157,734,
to offset the pre-petition amount it is owed, thereby reducing its
pre-petition obligation to $70,215. The Court set a further hearing
for November 16, 2023, at 10:30 a.m. Immediately prior to the
hearing held on November 16, 2023, the parties arrived at a
resolution whereby Debtor would provide monthly adequate protection
payments to the Lenders for the inventory sold pre-petition but
have not been paid, beginning on November 30, 2023, and due on the
30th of every month thereafter until payments commence under the
plan, as follows:
Lender Pre-Petition Amounts Monthly Adequate
Owed Protection Payments
Wells Fargo $353,012 $7,000
Northpoint $70,216 $1,050
Huntington $41,459 $630
TOTAL $464,686
The Debtor has agreed to make monthly adequate protection payments
to the Lenders to begin paying back the pre-petition obligations
it owes, prior to commencing payments under the plan.
A copy of the motion and the Debtor's budget is available at
https://urlcurt.com/u?l=5vLtGF from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$147,903 for the week starting December 4, 2023;
$147,903 for the week starting December 11, 2023;
$147,903 for the week starting December 18, 2023; and
$147,903 for the week starting December 25, 2023.
About CACTUSRV.COM LLC
CACTUSRV.COM LLC offers a large selection of new and pre-owned toy
haulers, travel trailers, and boats. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case
No. 23-06136) on September 5, 2023. In the petition signed by
Phillip E. Delaney, member, the Debtor disclosed $8,384,417 in
assets and $7,290,539 in liabilities.
Judge Brenda Moody Whinery oversees the case.
Jody A. Corrales, Esq., at Deconcini McDonald Yetwin & Lacy, P.C.,
represents the Debtor as legal counsel.
CAIDLAKE TRANSPORT: Hires Caldwell & Riffee as Legal Counsel
------------------------------------------------------------
Caidlake Transport, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of West Virginia to employ Caldwell
& Riffee, PLLC as its legal counsel.
The firm will provide these services:
a. provide the Debtor with legal advice with respect to its
powers and duties as the Debtor in Possession;
b. assist the Debtor in preparation of the petition and
schedules;
c. participate in the first meeting of creditors;
d. participate in all status conferences;
e. negotiate, as necessary, adequate protection payments;
f. investigate causes of action; and
g. perform such other legal services, including a Reorganization
Plan, as are necessary for the advancement of the case.
The firm will be paid at the rate of $375 per hour, and a retainer
of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Joseph W. Caldwell, Esq., a partner at Caldwell & Riffee, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Joseph W. Caldwell, Esq.
Caldwell & Riffee, PLLC
P.O. Box 4427
Charleston, WV 25364
Tel: (304) 925-2100
Email: jcaldwell@caldwellandriffee.com
About Caidlake Transport, Inc.
Caidlake Transport, Inc., a company in Chapmanville, W.Va., filed
Chapter 11 petition (Bankr. S.D. W.Va. Case No. 23-20198) on Nov.
14, 2023, with $1 million to $10 million in assets and $500,001 to
$1 million in liabilities. Robbie Cline, president, signed the
petition.
Judge B. McKay Mignault oversees the case.
The Debtor tapped Joseph W. Caldwell, Esq., at Caldwell & Riffee as
its legal counsel.
CAIDLAKE TRANSPORT: Seeks to Hire Michelle Steele as Bookkeeper
---------------------------------------------------------------
Caidlake Transport, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of West Virginia to employ Michelle
Steele, a professional based in West Va., as its bookkeeper.
Ms. Steele will render these services:
(a) review all financial statements;
(b) prepare and assist in the preparation and filing of the
Debtor's Monthly Operating Reports;
(c) assist the Debtor's counsel in preparation of financial
projections to be used in connection with a Disclosure Statement
and Plan; and
(d) prepare weekly payroll and prepare quarterly payroll tax
returns and pay weekly payroll taxes.
Ms. Steele will be billed at an hourly rate of $75 for her
services.
As disclosed in court filings, Ms. Steele does not represent
interests adverse to the Debtor or the estate in the matters upon
which she has been engaged.
The professional can be reached at:
Michelle Steele
Michelle Steele Accounting Solutions, Inc.
5306 Dalewood Drive
Cross Lanes, WV 25313
Telephone: (304) 553-2294
About Caidlake Transport, Inc.
Caidlake Transport, Inc., a company in Chapmanville, W.Va., filed
Chapter 11 petition (Bankr. S.D. W.Va. Case No. 23-20198) on Nov.
14, 2023, with $1 million to $10 million in assets and $500,001 to
$1 million in liabilities. Robbie Cline, president, signed the
petition.
Judge B. McKay Mignault oversees the case.
The Debtor tapped Joseph W. Caldwell, Esq., at Caldwell & Riffee as
its legal counsel.
CANO HEALTH: D. E. Shaw Entities Hold 5.2% of Class A Shares
------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities and individual reported beneficial
ownership of Class A common stock of Cano Health, Inc., as of Nov.
10, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
D. E. Shaw Galvanic Portfolios, L.L.C. 149,579 5.2%
D. E. Shaw Manager II, L.L.C. 149,579 5.2%
D. E. Shaw Adviser II, L.L.C. 149,579 5.2%
D. E. Shaw & Co., L.L.C. 149,579 5.2%
D. E. Shaw & Co., L.P. 149,579 5.2%
David E. Shaw 149,579 5.2%
This percentage figure is based upon 2,889,194 shares of Class A
common stock outstanding, consisting of: (i) 2,887,608 shares of
Class A common stock outstanding as of Nov. 9, 2023, as reported in
the Issuer's Form 10-Q filed with the SEC on Nov. 13, 2023, and
(ii) 1,586 shares of Class A common stock issuable upon exercise of
warrants.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1009268/000110465923119908/tm2330855d2_sc13g.htm
About Cano Health
Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary
care-centric, technology-powered healthcare delivery and population
health management platform. Founded in 2009, with its headquarters
in Miami, Florida, Cano Health is transforming healthcare by
delivering primary care that measurably improves the health,
wellness, and quality of life of its patients and the communities
it serves through its primary care medical centers and supporting
affiliated providers.
Cano Health reported a net loss of $428.39 million in 2022, a net
loss of $116.74 million in 2021, a net loss of $71.06 million in
2020, and a net loss of $19.78 million in 2019.
Cano Health announced that on Sept. 5, 2023, it was notified by
NYSE Regulation Inc. that it is not in compliance with Section
802.01C of the NYSE Listed Company Manual because the average
closing stock price of a share of the Company's Class A common
stock was less than $1.00 per share over a consecutive 30
trading-day period.
* * *
As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Medicare Advantage-focused primary care
service provider Cano Health Inc. to 'CCC-' from 'B-'. S&P said,
"We based our negative outlook on our expectation for continued
weak operating performance and cash flow deficits. Given the
company's current liquidity position, we believe there is
heightened risk of a near-term default such as a bankruptcy filing,
debt restructuring, or missed interest payment."
CANOPY GROWTH: Constellation Brands Inc. Reports 20.7% Equity Stake
-------------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission the following entities and individuals reported
beneficial ownership of shares of common stock of Canopy Growth
Corporation as of Nov. 1, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
Greenstar Canada Investment
Limited Partnership 66,999,258 8.1%
Greenstar Canada Investment
Corporation 66,999,258 8.1%
Constellation Brands Canada
Holdings ULC 66,999,258 8.1%
Constellation Capital LLC 66,999,258 8.1%
Constellation International
Holdings Limited 66,999,258 8.1%
CBG Holdings LLC 104,500,000 12.6%
Greenstar II LLC 104,500,000 12.6%
Greenstar II Holdings LLC 104,500,000 12.6%
Constellation Brands, Inc. 171,499,258 20.7%
The aggregate percentage of Common Shares reported owned by the
Reporting Persons is based upon 829,083,667 Common Shares
outstanding, which is the total number of Common Shares outstanding
as of Nov. 1, 2023, as provided to the Reporting Persons by the
Issuer.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1737927/000119312523270433/d579161dsc13da.htm
About Canopy Growth
Headquartered in Smiths Falls, Ontario, Canopy Growth is a cannabis
and consumer packaged goods company which produces, distributes,
and sells a diverse range of cannabis, hemp, and CPG products.
Cannabis products are principally sold for adult-use and medical
purposes under a portfolio of distinct brands in Canada pursuant to
the Cannabis Act, SC 2018, c 16 (the "Cannabis Act"), and globally
pursuant to applicable international and Canadian legislation,
regulations, and permits. The Company's other product offerings,
which are sold by its subsidiaries in jurisdictions where it is
permissible to do so, include: (i) Storz & Bickel GmbH vaporizers;
(ii) BioSteel Sports Nutrition Inc. sports nutrition beverages,
hydration mixes, proteins and other specialty nutrition products;
and (iii) This Works Products Ltd. beauty, skincare, wellness and
sleep products. Its core operations are in Canada, the United
States, and Germany.
Ottawa, Canada-based KPMG LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated June 22,
2023, citing that the Company has material debt obligations coming
due in the short-term, has suffered recurring losses from
operations and requires additional capital to fund its operations,
which raise substantial doubt about its ability to continue as a
going concern.
CARVANA CO: Ernest C. Garcia II Holds 43.2% of Class A Shares
-------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, the following entities reported beneficial ownership of
shares of Class A common stock of Carvana, Co. as of Nov. 2, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
Ernest C. Garcia II 80,969,152 43.2%
Verde Investments, Inc. 2,578,314 2.3%
ECG II SPE, LLC 8,000,000 6.6%
The percentage is based on 114,030,364 Class A Shares outstanding
as of Oct. 30, 2023, and assuming the conversion of all Class A
Units of Carvana Group owned by E-SPE into Class A Shares, in
accordance with Rule 13d-3 of the Act.
Mr. Garcia may be considered to have shared voting and dispositive
power with respect to the Class A Shares held by: (i) the Ernest
Irrevocable 2004 Trust III (12,684,021 shares, including 11,834,021
shares on an as-converted basis), of which Mr. Garcia is a
non-voting co-trustee and Mr. Garcia's son, Ernie Garcia III, is
the sole beneficiary; and (ii) the Ernest C. Garcia III
Multi-Generational Trust III (12,902,000 shares, including
11,952,000 shares on an as-converted basis), of which Mr. Garcia is
a non-voting co-trustee and Ernie Garcia III and his children are
the sole beneficiaries.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1017608/000119312523275213/d565504dsc13da.htm
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars. Carvana.com allows someone to purchase a vehicle
from the comfort of their home, completing the entire process
online, benefiting from a 7-day money back guarantee, home
delivery, nationwide inventory selection and more. Customers also
have the option to sell or trade-in their vehicle across all
Carvana locations, including its patented Car Vending Machines, in
more than 300 U.S. markets.
Carvana Co. reported a net loss of $2.89 billion for the year ended
Dec. 31, 2022, a net loss of $287 million for the year ended Dec.
31, 2021, and a net loss of $462 million for the year ended Dec.
31, 2020. As of Dec. 31, 2022, the Company had $8.70 billion in
total assets, $9.75 billion in total liabilities, and a total
stockholders' deficit of $1.05 billion.
* * *
As reported by the TCR on Sept. 13, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based Carvana Co. to 'CCC+' from
'D'. S&P said, "The negative outlook reflects our expectation that
we could downgrade the company if the company's performance were to
deteriorate further such that we believe liquidity would become
constrained or if we believe there is a likelihood the company
could conduct a distressed restructuring over the next 12 months.
The upgrade to 'CCC+' reflects the near-term improvement in the
company's liquidity position, though the capital structure remains
unsustainable."
Moody's Investors Service upgraded Carvana Co.'s corporate family
rating to Caa3 from Ca, the TCR reported on Sept. 22, 2023.
Moody's said the upgrade of Carvana's CFR to Caa3 reflects the
completion of its debt exchange that pushes out some near-term
maturities, reduces outstanding debt and materially reduces cash
interest expense in the two years following the exchange.
CASA SYSTEMS: Registers 1.7M Shares as Inducement Awards
--------------------------------------------------------
Casa Systems, Inc. filed with the Securities and Exchange
Commission a registration statement on Form S-8 to register shares
of common stock, par value $0.001 per share, of the Company
issuable pursuant to the Inducement Awards. To induce the
individuals listed below to accept employment with the Company, the
Company granted the following equity awards to such individuals on
the dates listed below:
* 1,000,000 restricted stock units granted to induce the
recipient to accept employment as the Company's chief revenue
officer, such grant approved on Oct. 30, 2023, and to be granted
contingent upon and effective as of the commencement of the
recipient's employment with the Company.
* 700,000 restricted stock units granted to induce the recipient
to accept employment as the Company's chief technology officer,
Cloud, such grant approved on Oct. 30, 2023, and to be granted
contingent upon and effective as of the commencement of the
recipient's employment with the Registrant, which is expected to
occur on Dec. 4, 2023.
The Inducement Awards were approved by the Company's Board of
Directors, including a majority of the Company's independent
Directors, in compliance with and in reliance on Nasdaq Listing
Rule 5635(c)(4). The Inducement Awards were granted outside of the
Company's 2017 Stock Incentive Plan.
A full-text copy of the Registration Statement is available for
free at:
https://www.sec.gov/Archives/edgar/data/1333835/000119312523279767/d850460ds8.htm
About Casa Systems Inc.
Casa Systems, Inc. (Nasdaq: CASA) -- http://www.casa-systems.com--
delivers the core-to-customer building blocks to speed 5G
transformation with future-proof solutions and cutting-edge
bandwidth for all access types. Casa Systems creates disruptive
architectures built specifically to meet the needs of service
provider networks. The Company's suite of open, cloud-native
network solutions unlocks new ways for service providers to build
networks without boundaries and maximize revenue-generating
capabilities. Commercially deployed in more than 70 countries, Casa
Systems serves over 475 Tier 1 and regional communications service
providers worldwide.
Boston, Massachusetts-based Ernst & Young LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 15, 2023, citing that the Company has
insufficient financial resources to meet its obligation related to
debt maturing in 2023 and has stated that substantial doubt exists
about the Company's ability to continue as a going concern.
* * *
As reported by the TCR on July 10, 2023, S&P Global Ratings
upgraded Casa Systems Inc. to 'CCC+' from 'CCC' to reflect its
overall view of its improved credit prospects following the
Transaction Support Agreement (TSA), despite the company's reliance
on favorable supply chain conditions and exposure to volatile
telecom capex patterns.
Moody's Investors Service upgraded Casa Systems, Inc.'s ratings,
including the Corporate Family Rating to Caa1 from Caa2, the TCR
reported on July 3, 2023. The rating actions follow Casa's
completion of the exchange offer, which extends the maturity of 98%
of the company's debt to December 2027 and thus greatly enhances
the financial viability of the company.
CONNEXA SPORTS: Registers 5.4M Shares for Potential Resale
----------------------------------------------------------
Connexa Sports Technologies, Inc. filed a Form S-1 registration
statement with the Securities and Exchange Commission relating to
the offer and sale from time to time by Armistice Capital, LLC and
Sapir LLC of up to an aggregate of 5,365,871 shares of the
Company's common stock, par value $0.001 per share, consisting of
(x) 136,642 shares of common stock by Sapir LLC, a consultant
engaged by the Company for compensation to be owed to such
consultant through Nov. 30, 2023 and a grant of 87,830 shares of
common stock to such consultant for his extraordinary contribution
to the Company, and (y) up to 5,141,399 shares of common stock
consisting of (i) 1,410,151 shares of common stock issuable upon
the exercise of warrants issued on Sept. 28, 2022 each at an
exercise price of $3.546 per share with a term of five years, (ii)
3,109,563 shares of common stock issuable upon the exercise of
warrants issued on Sept. 28, 2022 each at an exercise price of
$3.546 per share with a term of seven and one half years, (iii)
452,489 shares of the Company's common stock issuable upon the
exercise of warrants issued on Jan. 6, 2023 each at an exercise
price of $3.546 per share with a term of five and one half years,
and (iv) 169,196 shares of common stock issuable upon the exercise
of warrants issued on Oct. 11, 2023 each at an exercise price of
$1.90 per share with a term of five and one half years. The
Warrants are exercisable immediately and may be exercised until all
Warrants are exercised in full.
The Company is registering the resale of the shares of common stock
as required by the Registration Rights Agreement that the Company
entered into with Armistice Capital Master Fund Ltd on Sept. 28,
2022 and, in respect of the shares of common stock issuable upon
exercise of the Common Warrants, as required by the Loan and
Security Modification Agreement that the Company entered into with
the Armistice Selling Stockholder on Oct. 11, 2023.
The Company's registration of the shares of common stock covered by
this prospectus does not mean that the selling stockholders will
offer or sell any of the shares. The selling stockholders may
offer and sell or otherwise dispose of the shares of common stock
described in this prospectus from time to time through public or
private transactions at prevailing market prices, at prices related
to prevailing market prices or at privately negotiated prices.
The Company is not selling any shares of common stock and will not
receive any of the proceeds from the sale by the selling
stockholders of the shares of common stock offered hereby. Upon
the exercise of the Warrants, for all 5,141,399 shares of the
Company's common stock by payment of cash, however, the Company
will receive aggregate gross proceeds of approximately $9,768,658.
The selling stockholders will pay all underwriting discounts and
selling commissions, if any, in connection with the sale of the
shares of common stock. The Company has agreed to pay certain
expenses in connection with this registration statement and to
indemnify Armistice Capital Master Fund Ltd (one of the selling
stockholders) and certain related persons against certain
liabilities. As of Nov. 8, 2023, no underwriter or other person
has been engaged to facilitate the sale of shares of common stock
in this prospectus.
The Company's shares of common stock traded on the Nasdaq Capital
Market under the symbol "CNXA." On Oct. 31, 2023, the closing sale
price of the Company's common stock was $0.85.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1674440/000149315223039934/froms-1.htm#ak_006
About Connexa Sports
Headquartered in Windsor Mill, Maryland, Connexa Sports --
www.connexasports.com -- is a connected sports company delivering
products, technologies, and services across a range of activities
in sports.
Connexa Sports reported a net loss of $71.15 million for the year
ended April 30, 2023, compared to a net loss of $51.77 million for
the year ended April 30, 2022. As of April 30, 2023, the Company
had $7.11 million in total assets, $25.72 million in total
liabilities, and a total stockholders' deficit of $18.61 million.
Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Sept. 14, 2023, citing that the Company suffered an
accumulated deficit of $(151,750,610), net loss of $(71,153,685)
and a negative working capital of $(18,775,991). These matters
raise substantial doubt about the Company's ability to continue as
a going concern.
CRYPTO CO: Secures $400,000 Funding from AJB
--------------------------------------------
The Crypto Company disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that on Nov. 13, 2023, the
Company borrowed funds pursuant to the terms of a Securities
Purchase Agreement entered into with AJB Capital Investments, LLC.
The Company issued a Promissory Note in the principal amount of
$500,000 to AJB in a private transaction for a purchase price of
$425,000 (giving effect to an original issue discount)). After
payment of the fees and costs, the net proceeds to the Company were
$405,000, which will be used for working capital and other general
corporate purposes.
The maturity date of the Nov. Note is May 10, 2024. The Nov. Note
bears interest at 12% per year, and principal and accrued interest
is due on the maturity date. The Company may prepay the Nov. Note
at any time without penalty. The Company's failure to make required
payments under the Nov. Note or to comply with various covenants,
among other matters, would constitute an event of default. Upon an
event of default under the Nov. SPA or the Nov. Note, the Nov. Note
will bear interest at 18%, AJB may immediately accelerate the Nov.
Note due date, AJB may convert the amount outstanding under the
Nov. Note into shares of Company common stock at a discount to the
market price of the stock, and AJB will be entitled to its costs of
collection, among other penalties and remedies.
The Company provided various representations, warranties, and
covenants to AJB in the Nov. SPA. The Company's breach of any
representation or warranty, or failure to comply with the covenants
would constitute an event of default. Pursuant to the Nov. SPA, the
Company also issued to AJB a pre-funded common stock warrant to
purchase up to 10,000,000 shares of the Company's common stock for
$0.00001 per share. The Warrant also includes various covenants of
the Company for the benefit of the warrant holder and includes a
beneficial ownership limitation on the holder that, in certain
circumstances, may serve to restrict the holder's right to exercise
the warrant. The Company also entered into a Security Agreement
with AJB pursuant to which the Company granted to AJB a security
interest in substantially all of the Company's assets to secure the
Company' obligations under the Nov. SPA, Nov. Note and Warrant.
The offer and sale of the Nov. Note and the Warrant was made in a
private transaction exempt from the registration requirements of
the Securities Act of 1933, as amended, in reliance on exemptions
afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D promulgated thereunder.
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com/ -- is engaged in the business of
providing consulting services and education for distributed ledger
technologies, for the building of technological infrastructure, and
enterprise blockchain technology solutions.
Crypto Company reported a net loss of $5.66 million in 2022, a net
loss of $785,630 in 2021, and a net loss of $2.82 million in 2020.
As of March 31, 2023, the Company had $1.38 million in total
assets, $5.02 million in total liabilities, and a total
stockholders' deficit of $3.64 million.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 14, 2023, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
DIGITAL MEDIA: Prism Data Holds 64.2% of Class A Shares
-------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, the following entities reported beneficial ownership of
shares of Class A common stock of Digital Media Solutions, Inc. as
of Nov. 17, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
Prism Data, LLC 2,790,183 64.2%
Joseph Marinucci 2,826,111 64.5%
All percentages of Common Stock outstanding are based on 4,286,712
shares of Class A Common Stock outstanding as of Nov. 17, 2023
(which consists of (a) 2,765,764 shares of Class A Common Stock as
reported on the Issuer's Form 10-Q for the quarter ended Sept. 30,
2023, filed on Nov. 14, 2023, and (b) the shares of Class A Common
Stock issued in the Redemption) . The number of shares of Common
Stock set forth in this Amendment reflects a 1-for-15 reverse stock
split of the Common Stock effective Aug. 29, 2023.
On Nov. 17, 2023, the issuer redeemed 1,520,948 units of Digital
Media Solutions Holdings, LLC, an indirect subsidiary of the
Issuer, held by Prism in exchange for 1,520,948 shares of Common
Stock.
Mr. Marinucci, as manager of Prism, (a) may be deemed to
beneficially own and share the power to vote the Clairvest Equity
that is deemed to be beneficially owned by Prism, which represents
29.2% of the Class A Common Stock outstanding, and (b) has shared
voting and investment power over the 1,520,948 shares of Class A
Common Stock owned by Prism, which represents 35.5% of the Class A
Common Stock outstanding.
In addition, Mr. Marinucci has the sole power to dispose of 35,928
shares of Class A Common Stock underlying the same number of
warrants to purchase shares of Class A Common Stock, which he holds
directly.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1725134/000093041323002474/c107328_sch13da.htm
About Digital Media
Headquartered in Clearwater, Florida, Digital Media Solutions, Inc.
(NYSE: DMS) -- @ digitalmediasolutions.com -- is a provider of
data-driven, technology-enabled digital performance advertising
solutions connecting consumers and advertisers within the auto,
home, health, and life insurance, plus a long list of top consumer
verticals. The DMS first-party data asset, proprietary advertising
technology, significant proprietary media distribution, and
data-driven processes help digital advertising clients de-risk
their advertising spend while scaling their customer bases.
Digital Media reported a net loss of $52.50 million for the year
ended Dec. 31, 2022. As of June 30, 2023, the Company had $177.91
million in total assets, $322.59 million in total liabilities,
$16.33 million in preferred stock, and a total deficit of $161.01
million.
The New York Stock Exchange LLC filed a Form 25-NSE with the
Securities and Exchange Commission on Oct. 10, 2023, which removed
Digital Media Solutions, Inc.'s Class A common stock from listing
on NYSE.
* * *
As reported by the Troubled Company Reporter on Sept. 1, 2023, S&P
Global Ratings raised its issuer credit rating on U.S.-based
digital advertising solutions provider Digital Media Solutions Inc.
(DMS) to 'CCC' from 'SD' (selective default). S&P said the negative
outlook reflects limited visibility into the company's recovery and
the potential of a debt restructuring in 2024 following the
expiration of the company's PIK option period, absent significant
cash flow improvement.
DS PARENT: S&P Rates New Senior Secured Credit Facilities 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to DS Parent Inc.'s proposed senior secured credit
facilities, which comprise a $450 million term loan and a $100
million revolving credit facility. The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%;
rounded estimate: 55%) in the event of a payment default.
The company plans to use the proceeds from the term loan to
refinance its existing debt and fund its acquisition of Extrusion
Technology Group (ETG). ETG is a supplier of extrusion equipment
and services. The company's equipment is used to extrude resins
into various shapes, sizes, and profiles used in infrastructure
projects, water management, packaging and other industrial
applications.
S&P said, "In our opinion, the transaction will complement DS
Parent's existing business, moderately improve the diversity of its
product portfolio, and increase its geographic presence in Europe
and the surrounding regions. While ETG's margins are similar to
those of DS Parent, in the low-double-digit percent range, we
believe management can execute on cost synergies to improve its
margins over time. The company's leverage will increase moderately
following the transaction, though we believe it will operate with a
significant cushion relative to our 6.5x downgrade threshold for
the current rating over the next few years. All of our other
ratings on DS Parent are unchanged."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned its 'B' issue-level rating and '3' recovery rating
to DS Parent's proposed senior secured credit facilities, which
comprise a $100 million revolver and a $450 million term loan. The
'3' recovery rating indicates its expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of a payment
default.
-- S&P's simulated default scenario considers a payment default in
2026 following sharp volume and margin declines arising from the
combination of an economic contraction, delayed capital spending by
DS Parent's customers, pricing competition, a declining customer
base, and operational inefficiencies.
-- S&P believes DS Parent's lenders will aim to maximize its value
by pursuing a reorganization, rather than a liquidation, in a
default scenario. Therefore, S&P values the company on a
going-concern basis and apply a 5x multiple to its projected
emergence EBITDA.
Simulated default assumptions
-- Year of default: 2026
-- EBITDA at emergence: $66 million
-- EBITDA multiple: 5x
-- Jurisdiction: U.S.
Simplified waterfall
-- Gross enterprise value: $330 million
-- Net enterprise value (after 5% administrative costs): $314
million
-- Valuation split (obligors/nonobligors): 45%/55%
-- Total value available to secured creditors: $314 million
-- Secured senior term loan and revolver: $545 million
--Recovery expectations: 50%-70% (rounded estimate: 55%)
Note: Debt amounts include six months of accrued interest that S&P
assumes will be owed at default. S&P generally assumes usage of 85%
for cash flow revolving facilities at default.
E. W. GRADING: Court OKs Cash Collateral Access Thru Dec 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Wilmington Division, authorized E.W. Grading, Inc. to use
cash collateral on an interim basis, in accordance with the budget,
with a 10% variance, through December 20, 2023.
The Internal Revenue Service asserts a federal tax lien in the
amount of $104,191, filed in Wayne County North Carolina on May 23,
2023 and bearing file number 23-M-78.
Truist Bank (f/k/a Branch Banking and Trust Company asserts at
least two secured claims against the Debtor arising from purchase
money equipment purchases.
As adequate protection, there will not be any additional lien
imposed upon cash collateral under 11 U.S.C. Section 364(d) or any
other provision of the Bankruptcy Code or applicable law.
These events constitute an "Event of Default":
a. the Debtor will fail to comply with any of the terms or
conditions of the Order;
b. the Debtor uses cash collateral other than as agreed in the
Order; or
c. dismissal or conversion of the case to a proceeding under
Chapter 7 of the Bankruptcy Code.
A final hearing on the matter is set for December 20, 2023 at 1
p.m.
A copy of the order is available at https://urlcurt.com/u?l=Mis6aU
from PacerMonitor.com.
About E. W. Grading
E. W. Grading, Inc. filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-03027) on Oct.
20, 2023, with $500,001 to $1 million in both assets and
liabilities.
Judge Pamela W. Mcafee oversees the case.
David J. Haidt, Esq., at Ayers & Haidt, P.A. represents the Debtor
as legal counsel.
EVE FINANCIAL: Scott Seidel Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 6 appointed Scott Seidel as Subchapter
V trustee for Eve Financial, Inc.
Mr. Seidel will be paid an hourly fee of $495 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Seidel declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Scott Seidel
6505 West Park Blvd., Suite 306
Plano, TX 75093
214-234-2500-main
214-234-2503-direct
Email: scott@scottseidel.com
About Eve Financial
Eve Financial, Inc. is a financial service company that helps
companies and consumers receive financing to pay for services. It
is based in American Fork, Utah.
Eve Financial filed Chapter 11 petition (Bankr. N.D. Texas Case No.
23-43335) on Nov. 1, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities.
Judge Mark X. Mullin oversees the case.
Charlie Shelton, Esq., at Hayward, PLLC represents the Debtor as
legal counsel.
FESI HOLDINGS: Secured Party Sets Dec. 17 Auction
-------------------------------------------------
A public sale will take place on Dec. 17, 2023, at 11:00 a.m.
(Eastern Standard Time) at the offices of Glenn Agre Bergman &
Fuentes LLP, 1185 Avenue of the Americas, 22nd Floor, New York, New
York 10023, for the 122,131 membership units of Transformative
Healthcare LLC ("collateral") pledged to the secured party by FESI
Holdings Inc. ("Debtor"). A zoom link will be provided to
qualified bidders who wish to appear at the auction virtually.
The sale is being held to enforce the rights of the secured party.
The collateral will be sold in one block to the highest qualified
bidder for cash or through a credit bid against outstanding
indebtedness held only by the secured party.
To be a qualified bidder, a prospective bidder must provide these
items to Glenn Agre on or before Dec. 12, 2023, no later than 5:00
p.m. (Eastern Standard Time).:
a) current contact information for bidder and its authorized
representative;
b) the opening bid amount proposed by the bidder (the minimum
opening bid is $650,000);
c) a deposit wired to Glen Agree of 100% of the opening bid;
and
d) prior to the bid deadline, the bidder must provide proof of
immediately available funds to pay any successive bids that it
submits.
Interested parties who would like additional information, including
wire transfer instruction must contact Andrew K. Glenn or Agusta G.
Berro, counsel for the secured party by email at
aglenn@glennagre.com or aberro@glennagre.com.
FIRST QUALITY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: First Quality Laboratory Inc.
20861 Johnson Street, Ste. 117
Hollywood, FL 33029
Case No.: 23-19831
Business Description: The Debtor owns and operates a medical
laboratory.
Chapter 11 Petition Date: November 29, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Judge: Hon. Peter D. Russin
Debtor's Counsel: Gary M. Murphree, Esq.
A.M. LAW, LLC
10743 SW 104th Street
Miami, FL 33176
Tel: 305-441-9530
Email: pleadings@amlaw-miami.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Luz F. Garcia as vice president.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/V5LUFTQ/First_Quality_Laboratory_Inc__flsbke-23-19831__0001.0.pdf?mcid=tGE4TAMA
FUTURE PRESENT: Court OKs Cash Collateral Access Thru Jan 2024
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Future Present Productions, LLC dba GUM Studios to use
cash collateral on an interim basis in accordance with the budget,
with a 15% variance.
The U.S. Small Business Administration, Grow America Fund, Inc.,
and Pursuit Lending are the Debtor's pre-petition secured lenders.
The Debtor requires the use of cash collateral to continue paying
its obligations and preserve the assets of the estate as a going
concern.
The Debtor's authorization to use the cash collateral will commence
as of entry of the Interim Order by the Court and terminate upon
the earliest of:
(i) January 31, 2024; and
(ii) the occurrence of a Termination Event.
As adequate protection, the Secured Lenders will receive:
(i) replacement liens pursuant to 11 U.S.C. Section 361(2) on
all property of Debtor and its estate, whether now owned or
hereafter acquired, which such Replacement Liens will be to the
same extent and validity as its pre-petition liens;
(ii) to the extent required by the pre-petition loan
documents, the Debtor will continue to make monthly adequate
protection payments, which are payments at the nondefault contract
rate to the Secured Lenders in accordance with the Loan Documents.
The Adequate Protection Liens will be subject to the following:
(i) the payment of allowed professional fees and disbursements
incurred by the Debtor's professionals retained by an Order of the
Bankruptcy Court, or the Subchapter V Trustee, and in the event of
a default that results in the termination of the Debtor's
authorization to use cash collateral, unpaid Professional Fees and
Disbursements (including any fees or expenses of the Subchapter V
Trustee) incurred prior to delivery of a carve out trigger notice
in accordance with the Budget not to exceed the sum of $75,000;
(ii) any recoveries in favor of the estate pursuant to Chapter 5
of the Bankruptcy Code; and
(iii) any amounts allowed by the Court as fees and expenses of a
trustee appointed under 11 U.S.C. Section 726(b) of the Bankruptcy
Code in an amount not to exceed $10,000.
The Replacement Liens granted to each of the Secured Lenders will
become valid, enforceable and fully perfected liens without any
action by Debtor or the Secured Party, and no filing or recordation
or other act that otherwise may be required under federal or state
law in any jurisdiction will be necessary to create or perfect such
liens and security interests.
The occurrence of any of these events, will constitute a
Termination Event:
(a) the Chapter 11 case will have been dismissed or converted
to a case under Chapter 7 of the Bankruptcy Code, or there will
have been appointed in the Chapter 11 case, a trustee (other than
the Subchapter V Trustee) or examiner with expanded powers beyond
the authority to investigate particular activities of the Debtor;
(b) the Debtor files a motion seeking to modify, vacate, stay,
supplement or amend the terms of the Interim Order without the
prior written consent of the affected Secured Party.
(c) the Interim Order is modified, vacated, stayed,
supplemented, reversed, or is for any reason not binding on the
Debtor, without the prior written consent of the affected Secured
Party.
(d) the Debtor fails to perform, in any material respect, any
of the terms, provisions, conditions, covenants, or obligation
under the Interim Order.
(e) Debtor expends more than 110% of the Budget, unless caused
by an increase in business by the Debtor.
(f) There is at any time a material inaccuracy in any
financial report or certification provided by the Debtor to the
Secured Lenders.
A hearing on the matter is set for January 24, 2024 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=cBVd7a
from PacerMonitor.com.
About Future Present Productions, LLC
Future Present Productions, LLC d/b/a GUM Studios is a
multi-location film stage & equipment rental facility with
production capabilities in the New York Metropolitan - Tri State
area. GUM Studios caters to production companies, advertising
agencies, video-photographers, designers, and large tv/film
productions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-42510 on July 18,
2023. In the petition signed by Carrie White, CEO, the Debtor
disclosed $6,065,879 in assets and $5,760,994 in liabilities.
Judge Jil Mazer-Marino oversees the case.
Lewis W. Siegel, Esq. represents the Debtor as legal counsel.
GALLUS DETOX: Hires Kutner Brinen Dickey as Legal Counsel
---------------------------------------------------------
Gallus Detox Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Kutner Brinen Dickey
Riley, P.C. as legal counsel.
The firm will provide these services:
a. provide the Debtor with legal advice with respect to its
powers and duties;
b. aid the Debtor in the development of a plan of reorganization
under Chapter 11;
c. file the necessary petitions, pleadings, reports, and actions
which may be required in the continued administration of the
Debtor's property under Chapter 11;
d. take necessary actions to enjoin and stay until final decree
herein continuation of pending proceedings and to enjoin and stay
until final decree herein commencement of lien foreclosure
proceedings; and
e. perform all other legal services for the Debtor which may be
necessary herein.
The firm will be paid at these rates:
Jeffrey S. Brinen $500 per hour
Jenny Fujii $410 per hour
Jonathan M. Dickey $350 per hour
Keri L. Riley $350 per hour
Paralegal $100 per hour
The firm received from the Debtor a retainer in the amount of
$15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Keri L. Riley, Esq., a partner at Dickey Riley, P.C., disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Keri L. Riley, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: (303) 832-2910
Email: klr@kutnerlaw.com
About Gallus Detox Services, Inc.
Gallus Detox Services, Inc. offers safe, effective, evidence-based,
and highly personalized treatment for individuals struggling with
substance abuse and substance use disorders.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Lead Case No. 23-15280) on
November 14, 2023.
In the petition signed by Warren Olsen, chief executive officer,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Joseph G Rosania Jr. and Thomas B Mcnamara oversee the cases.
Keri L. Riley, Esq., at KUTNER BRINEN DICKEY RILEY PC, represents
the Debtor as legal counsel.
GARCIA GRAIN: Amends Several Unsecured Claims Pay Details
---------------------------------------------------------
Garcia Grain Trading Corp. submitted a Second Amended Disclosure
Statement to accompany Second Amended Plan of Reorganization dated
November 20, 2023.
The Plan incorporates a settlement framework negotiated by Judge
Richard Schmidt (ret.), the Bankruptcy Court appointed mediator,
among all key parties and interests over two-days in Austin (the
"Austin Settlement Conference") including: the Debtor, the
Insider(s), the Secured Creditors (StoneX, Vantage and Falcon), the
Contested Secured Creditor (GrainChain), and the Official Committee
of Unsecured Creditors.
Specifically, the settlement framework resolves a myriad of
disputes over (A) Debtor Related Entity-Owned Property and (B)
ownership of grain inventory that served as collateral for the
pre-Petition capital structure. The settlement framework agreed to
during the Austin Settlement Conference avoids the considerable
time and expense that would be required to litigate the complex
legal issues, thereby preserving Estate value and providing a
structure to maximize recovery for all Creditors in the case.
Through the settlement framework that has been incorporated into
the Plan, the lien claims and interests of the Secured Creditors
are satisfied, settled and permanently resolved, and for the
avoidance of doubt, StoneX and Vantage unconditionally waive any
Deficiency Claims solely against the Debtor thereby avoiding large
unsecured claimsthat would have significantly diluted the overall
Distributions paid to the Unsecured Claims pool. Additionally,
through the settlement framework, the Debtor, the Official
Committee and GrainChain settle the Debtor's and its Estate's
claims against GrainChain, if any, and GrainChain is agreed to
certain plan treatment and is committed to funding New Co. 's
operations.
The Plan is intended to provide for 1) a fair and equitable
settlement for the Secured Creditors, 2) a fair and equitable
settlement of disputed GrainChain liens, 3) a reorganization of the
Debtor's predecessor business through a new lease structure,
operating as New Co. and managed by Craig Elkins of Elkins Grain,
LLC, 4) provide for financing of New Co., funded through a
GrainChain receivable factoring arrangement and GrainChain
responsibility for certain New Co. operating expenses, 5) a dual
source of recovery proceeds for unsecured creditors to be paid down
over time including (i) a proposed profit-sharing percentage of net
profits generated from the New Co. operating lease and (ii) a pro
rata share of Sale Proceeds generated from the liquidation of the
equity value of Preference Properties and the future sales of the
New Co. Properties.
In this Chapter 11 Case, the Plan contemplates a Reorganization of
the Debtor's business through an operating lease structure, a new
company known as New Co. that will be operated independently of
prior management. The Plan also contemplates the orderly
liquidation of certain i) Debtor Related Entity-Owned Property and
ii) Preference Property that will be sold under the supervision of
the Chief Restructuring Officer ("CRO") and the Bankruptcy Court.
Net profits from New Co. and proceeds from the sale of property
will be distributed to Unsecured Creditors according to certain
percentages defined under the Plan.
This Plan classifies the Unsecured Claims into four main groups:
(1) Bean Claims; (2) Farmers' and Grain Claims; (3) Administrative
Convenience Class; and (4) General Trade Claims, each of which are
classified and treated in their own class.
Class 8 consists of the Unsecured Bean Claims of American Bean, LLC
in the amount of $184,000; and the claim of Stony Ridge Food, Inc.
in the net amount of $1,439,028 after deduction of $118,539 (for
one PACA Claim paid) from the original POC #31 amount of
$1,557,567. The Allowed Unsecured Claims of the creditors
classified as Unsecured Bean Claims shall be treated equally with
the Claims of General Unsecured Claims in Class 10 and share pro
rata with the holders of General Unsecured Claims from the
distributions made by the Plan Agent to participants in the
Unsecured Note to be paid 45%of the net after tax profits of New
Co. or from the sales of the New Co. properties.
Class 12 is a category of Unsecured Claims that is separate from
Classes 8, 9, 10 and 11. Class 12 consists of the Unsecured Claims
of Harco National Insurance Company which has filed a Proof of
Claim in the amount of $2,402,704 (POC #44 filed June 20, 2023) for
the full amounts due on the TDA Surety Bonds, general indemnity
agreement, and of GrainChain, Inc. which has filed a Proof of Claim
in the amount of $7,841,055. The Debtor's Plan treats all claims
related to the storage or sale of grain equally and places them in
the general unsecured class where they receive treatment with other
unsecured creditors and share in the distribution of the net
proceeds from real estate sales and from the net profits of New Co
over the five-year term of the Plan.
Additionally, the Plan provides for those creditors who would
receive only a fraction of the amount of their claim from
participating in the distribution of the Surety Bonds are afforded
the opportunity to be treated as Allowed Unsecured Claims. The
Plan seeks to provide these Claimants with the opportunity to
receive up to 80% of their Allowed Unsecured Claims from a
combination of distributions from the net proceeds from the sale of
real property held by the Plan Trust and from the net profits to be
paid to the Plan Trust by New Co.
Harco, TDA, and the Debtor agree that after an allotted time for
full investigation, Harco will contribute to the Plan Trust an
amount that it, determines represents the amount of liability it
has for valid claims under the Bonds in an amount not to exceed the
total penal sum of the Bonds -- i.e., $2,397,850 (the "Harco
Payment"), with such Harco Payment consisting of a minimum direct
payment of $2,155,650, plus either a direct payment or a loan, of
an additional amount of $242,200, depending upon the results of its
and TDA's investigation into the claims pertaining to grain stored
in the Alamo facility for which GGTC had pledged the bond to secure
the storage of grain there as of the commencement date of the
Bankruptcy Case. To the extent the amount of the Harco Payment is
less than the total penal sum of the $2,397,850, the Debtor may
request that Harco make a second plan contribution in the form of
post-confirmation financing (the "Harco Loan") up to the difference
between the amount of liability and total penal sum of the Bonds.
The Plan contemplates the creation of a Post-confirmation Trust,
that will be administered by the CRO, who on the Effective Date
will serve as the Plan Agent. All the remaining assets of the
Debtor will be contributed to the Post-confirmation Trust including
the equity of the Debtor and certain Adversary Proceedings and
Causes of Action.
Certain tracts of real property, save and except Donna Facility,
held in the name of PSG Products, LLC, Garcia Balli, Ltd., and/or
Val Verde Grain Holdings, a general partnership,, as well as in the
name of Octavio Garcia, will be marketed and liquidated by Octavio
Garcia so that the net proceeds from the sales of these assets
which shall not be less than $3,500,000 shall be paid over to the
Plan Agent and used to pay Creditors of the Debtor's Bankruptcy
Estate as is provided in this Plan.
All funds paid into the Bankruptcy Estate or constituting property
of the Estate, including any funds from the business interruption
claim connected with the damage to the Progreso Facility, and any
funds recovered by the Debtor in any pending or contemplated
litigation brought by the Debtor under the provisions of the
Bankruptcy Code.
A full-text copy of the Second Amended Disclosure Statement dated
Nov. 20, 2023 is available at https://urlcurt.com/u?l=k181YR from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
David R. Langston, Esq.
MULLIN HOARD & BROWN, L.L.P.
P.O. Box 2585
Lubbock, TX 79408-2585
Tel: (806)765 7491
Fax: (806) 765 0553
About Garcia Grain Trading Corp.
Based in Donna, Texas, Garcia Grain Trading Corp.'s line of
business includes buying and marketing grain, dry beans, soybeans,
and inedible beans.
Garcia Grain Trading sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70028) on Feb. 17,
2023, with $10 million to $50 million in both assets and
liabilities. Octavio Garcia, chief executive officer and
president, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
David R. Langston, Esq., at Mullin Hoard & Brown, LLP, is the
Debtor's legal counsel.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Jordan & Ortiz, P.C. serves as the committee's legal counsel.
GLOBAL SOURCING: Matthew Brash Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 11 appointed Matthew Brash of Newpoint
Advisors Corporation as Subchapter V trustee for Global Sourcing
Connection, Ltd.
Mr. Brash will be paid an hourly fee of $395 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Brash declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Matthew Brash
Newpoint Advisors Corporation
655 Deerfield Road, Suite 100-311
Deerfield, IL 60015
Tel: (847) 404-7845
Email: mbrash@newpointadvisors.us
About Global Sourcing Connection
Global Sourcing Connection, Ltd. is a promotional products
distributor with factory direct capabilities. The company is based
in Deerfield, Ill.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-14996) on Nov. 7,
2023, with up to $50,000 in assets and up to $10 million in
liabilities. Jennifer Arenson, chief executive officer, signed the
petition.
Judge Timothy A. Barnes oversees the case.
Matthew T. Gensburg, Esq., at Gensburg Calandriello & Kanter, PC,
represents the Debtor as legal counsel.
GOODYEAR TIRE: S&P Downgrades ICR to 'B+', Outlook Stable
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating (ICR) on
Goodyear Tire & Rubber Co. (Goodyear) and its issue-level ratings
on the company's debt to 'B+' from 'BB-'. The outlook is stable.
S&P said, "The stable outlook reflects our expectation that despite
expected negative free cash flow over the next couple years, the
company will maintain strong liquidity, with a path to improve
liquidity and leverage though asset sales and repayment of debt. It
also reflects our expectation that the company will sustain
leverage below 6.5x.
"We expect Goodyear's margins, cash flows, and credit metrics will
be materially weaker over the next two years. While third quarter
performance showed improvement over a very weak first half,
European margins remain weak and restructuring costs continue to
reduce overall margins. The company has lost share in consumer
replacement markets globally, with the share loss for Europe being
the most severe (down 16.6% for Goodyear while the market is down
only 5.6% in Europe.) We think there is room for some continued
margin recovery from lower raw materials in the fourth quarter, but
high restructuring costs (already $302 million year to date) will
continue to be a drag on margins over the next two years. We now
expect EBITDA margins of only 7.9% in 2023, compared to 10.6% in
2022 and 12.7% in 2021. In 2024 and 2025, we expect margins will
recover but only to 10.0%-10.7% because the company has outlined
large restructuring costs ($1.1 billion) over 2023-2025. We now
expect leverage will be around 5.7x for 2023, though we forecast it
will drop and be closer to 4x in 2024 and 2025. We now expect FOCF
will be negative in both 2024 and 2025, with capital expenditure
(capex) increasing toward 6.2%-6.6% of revenues to support growth
of more premium product. We think the company has sufficient
liquidity, along with additional cash from planned asset sales, to
navigate its turnaround, and we expect leverage would drop well
below 4x in 2026 and FOCF to debt could recover just above 5%.
However, given the long timeframe and uncertainty in timing and
execution as well as potential changes to commodity prices and
consumer demand through 2026, we think the lower rating reflects
these inherent risks."
The company recently announced several strategic initiatives
following a comprehensive review, including portfolio optimization,
margin expansion initiatives, and debt reduction. Given recent
underperformance and as part of a cooperation agreement with
activist fund Elliot Management, the company announced three main
initiatives on November 15th. First, the company will look to sell
its chemical business, Dunlop brand, and Off-the-Road business for
gross proceeds of at least $2 billion. Second, the company plans to
increase margins by 5% from 2023 (target roughly 10% EBIT excluding
restructuring costs) by the end of 2025 through $1 billion from
cost savings and $300 million of strategic margin expansion
initiatives, including improving mix through brand optimization,
expansion of premium brands, and fixing or exiting lower margin
products. Third, the company will use asset divestitures to pay
down $1.5 billion of debt by 2025, which combined with EBITDA
expansion led the company to forecast 2.0x-2.5x net leverage by the
end of 2025 (based on Goodyear's calculations).
S&P said, "Though Goodyear's asset sales will be dilutive to
margins, we view it as credit neutral, as the sales proceeds will
help offset cash outflows for restructuring and reduce debt over
the next two years. The Off-the-Road business has quite high EBIT
margins in the mid-teens and will be the most dilutive, and there
will also be some margin impact from the necessity to buy chemicals
at market prices. However, we think the strategic rationale makes
sense compared to Elliot's initial recommendation to sell the
retail businesses. We assume benefits from the inherent marketing
value of the stores and Goodyear's ability to use it to grow high
margin fleet services, an area of increased focus for its
competitors. The sale process for the three assets is underway but
will likely not close until different times throughout 2024
(company is targeting six to nine months). The businesses will
likely be fairly easy to separate, though the separation of the
Dunlop brand will depend on who the strategic buyer will be and
whether they want to continue to use Goodyear to manufacture the
Dunlop tires.
"We incorporate some benefits from its margin expansion
initiatives, but we remain skeptical over the level of margin
improvement relative to Goodyear's targets. Goodyear has
underperformed peers for many years and in the first half of 2023,
the difference was significant. In a tough European consumer
environment in the first half of 2023, Goodyear's EBITDA margins
dropped to around 7% but peers like Michelin and Bridgestone
maintained EBITDA margins of 18%-19%. This underperformance in our
view has initiated the current large restructuring, and while we
think the company can close the margin gap to peers, the company
has been unsuccessful for many years. For this reason, we assume
the company only realizes around two-thirds of the cost savings and
half the margin mix improvement that have been outlined. While this
may seem conservative, we believe the tire industry is extremely
competitive and that competition from Asian companies has grown in
the last several years, especially now that shipping rates have
normalized.
"We think Goodyear has sufficient liquidity to sustain greater cash
outflows due to increased restructuring and our expectation of
increased capital spending. In 2021-2023, Goodyear has been
spending about $1 billion per year on capex to reduce cash outflows
and maintain its leverage. For example, in 2022 the company reduced
its planned capital spending to $1.06 billion from up to $1.4
billion. However, the tire market is continuing to grow, and
Goodyear has outlined a strategy to capture a greater share of
premium tires, including larger diameter tires and tires for
electric vehicles. We think from a technology point of view, the
company is well positioned. However, Goodyear has been spending
about 5% of sales on capex compared to 6%-7% by peers like
Michelin, Bridgestone, and Hankook. We now expect the company will
increase capex to $1.2 billion-$1.3 billion per year. Along with
large restructuring costs, we now expect the company will generate
cash outflows of $100 million-$600 million per year in 2023-2025
(greater outflows in 2024 and 2025). On Sept. 30, 2023, Goodyear
had cash and cash equivalents of $1 billion and around $3.1 billion
of unused availability under various credit agreements. The company
also tends to generate positive working capital in the fourth
quarter, and in 2024, the company will likely receive about $2
billion in proceeds from the sale of assets. We think these
liquidity sources along with funds from operations (FFO) of $700
million-$900 million per year over the next two years will be more
than enough to cover the negative cash outflows.
"The stable outlook reflects our expectation that despite expected
negative free cashflow over the next couple years, the company will
maintain strong liquidity, with a path to improve liquidity and
leverage through asset sales and repayment of debt. It also
reflects our expectation that the company will sustain leverage
below 6.5x."
S&P could lower the ratings over the next 12 months if the
company's operating performance and margins deteriorate materially
such that:
-- Higher-than-expected FOCF deficits are likely, significantly
weakening its liquidity position on a sustained basis; or
-- Debt to EBITDA increases above 6.5x on a sustained basis.
Though unlikely, S&P could raise the ratings if Goodyear's
strategic initiatives achieve sufficient cost savings and mix
improvement, along with expected debt reduction so that the company
sustains:
-- Debt to EBITDA at 4.5x or lower; and
-- FOCF to debt at least 5%
S&P said, "ESG factors have an overall neutral influence on our
rating analysis on The Goodyear Tire & Rubber Co. While tire
production produces higher CO2 emissions relative to most other
parts of car manufacturing, current regulation has not yet
introduced costs that have a significant detrimental impact on
credit metrics or the rating. For the next couple of years, we
expect capex directed toward pollution control facilities and
occupational safety and health projects to be less than 5% of the
total capex. Further, it sells more than 75% of its tires in the
replacement market, and we view tires as a necessary component of
the vehicle, regardless of the type of engine propelling the
vehicle. Social and governance credit factors have no material
influence on our rating analysis."
GYPSUM RESOURCES: Panel Hires Nevada Land as Real Estate Broker
---------------------------------------------------------------
The official committee of unsecured creditors of Gypsum Resources
Materials, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ Nevada Land
Advisors, LLC d/b/a Land Advisors Organization as real estate
broker.
The firm will market and sell the Debtors' real property, a
2,196.76 acres of land located at Blue Diamond Road, Northwest of
Highway 160, in Clark County, Nevada.
The firm will be paid a commission of 2 percent of the sales
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Greg Vogel
Nevada Land Advisors, LLC
d/b/a Land Advisors Organization
4900 N. Scottsdale Road Suite 3000
Scottsdale, AZ 85251
Tel: (480) 483-8100
Email: gvogel@landadvisors.com
About Gypsum Resources Materials, LLC
Based in Las Vegas, Gypsum Resources Materials, LLC, a privately
held company in the gypsum mining business, and its affiliate
Gypsum Resources, LLC filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No.
19-14799) on July 26, 2019. The petitions were signed by James M.
Rhodes, president of Truckee Springs Holdings, LLC, manager of
Gypsum Resources, LLC.
At the time of the filing, Gypsum Resources Materials had between
$10 million and $50 million in both assets and liabilities.
Meanwhile, Gypsum Resources, LLC, had between $50 million and $100
million in both assets and liabilities.
The Debtors tapped Fox Rothschild LLP as bankruptcy counsel, Hill
Farrer & Burrill LLP as special counsel, and Conway MacKenzie, Inc.
and Sonoran Capital Advisors, LLC as financial advisors.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors on Aug. 30, 2019. The committee is represented
by Goldstein & McClintoc, LLLP.
HEYWOOD HEALTHCARE: Committee Hires FTI as Financial Advisors
-------------------------------------------------------------
The official committee of unsecured creditors of Heywood
Healthcare, Inc. and its affiliate seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ FTI
Consulting, Inc. as financial advisors.
The firm's services include:
-- assistance in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
-- assistance in the preparation of analyses required to assess
any proposed Debtor-In-Possession ("DIP") financing or use of cash
collateral;
-- assistance with the assessment and monitoring of the Debtors'
short term cash flow, liquidity, and operating results;
-- assistance with the review of the Debtors' proposed employee
compensation and benefits programs;
-- assistance with the review of the Debtors' potential
disposition or liquidation of both core and non-core assets;
-- assistance with the review of the Debtors' cost/benefit
analysis with respect to the affirmation or rejection of various
executory contracts and leases;
-- assistance with the review of the Debtors' identification of
potential cost savings, including overhead and operating expense
reductions and efficiency improvements;
-- assistance in the review and monitoring of the asset sale
process, including, but not limited to an assessment of the
adequacy of the marketing process, completeness of any buyer lists,
review and quantifications of any bids;
-- assistance with review of any tax issues associated with, but
not limited to, claims/stock trading, preservation of net operating
losses, refunds due to the Debtors, plans of reorganization, and
asset sales;
-- assistance in the review of the claims reconciliation and
estimation process;
-- assistance in the review of other financial information
prepared by the Debtors, including, but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which Court approval
is sought;
-- attendance at meetings and assistance in discussions with the
Debtors, potential investors, banks, other secured lenders, the
Committee and any other official committees organized in these
chapter 11 proceedings, the U.S. Trustee, other parties in interest
and professionals hired by the same, as requested;
-- assistance in the review and/or preparation of information
and analysis necessary for the confirmation of a plan and related
disclosure statement in these chapter 11 proceedings;
-- assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;
-- assistance in the prosecution of Committee
responses/objections to the Debtors' motions, including attendance
at depositions and provision of expert reports/testimony on case
issues as required by the Committee; and
-- render such other general business consulting or such other
assistance as the Committee or its counsel may deem necessary that
are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding.
The firm will be paid at these rates:
Senior Managing Directors $1,095 to $1,495 per hour
Directors/Senior Directors/ $825 to $1,110 per hour
Managing Directors
Consultants/Senior Consultants $450 to $790 per hour
Administrative/Paraprofessionals $185 to $370 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Clifford Zucker, a partner at FTI Consulting, Inc., disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Clifford A. Zucker
FTI Consulting, Inc.
1166 Avenue of the Americas, 15th Floor
New York, NY 10036
Tel: (212) 247-1010
Email: cliff.zucker@fticonsulting.com
About Heywood Healthcare, Inc.
Heywood Healthcare, Inc. is a non-profit community-owned hospital
in Gardner, Mass.
Heywood Healthcare and its affiliates filed Chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 23-40817) on Oct. 1, 2023. In the
petition signed by its chief executive officer, Thomas Sullivan,
Heywood Healthcare disclosed up to $500,000 in assets and up to
$50,000 in liabilities.
Judge Elizabeth D. Katz oversees the cases.
John M. Flick, Esq., at Flick Law Group, PC represents the Debtors
as counsel.
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Dentons Bingham Greenebaum, LLP and Dentons US,
LLP as its legal counsel.
HEYWOOD HEALTHCARE: Ombudsman Hires Mintz Levin as Counsel
----------------------------------------------------------
Joseph J. Tomaino, the patient care ombudsman for Heywood
Healthcare, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to employ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. as counsel.
The firm's services include:
a. advising and representing the Ombudsman in any proceeding or
hearing in the Bankruptcy Court, and in any action in other courts
where the rights of the patients may be litigated or affected as a
result of the Chapter 11 Case;
b. advising and representing the Ombudsman concerning the
requirements of the Bankruptcy Code and Bankruptcy Rules and the
requirements of the Office of the United States Trustee relating to
the discharge of his duties under section 333 of the Bankruptcy
Code;
c. advising and representing the Ombudsman concerning any
potential health law related issues;
d. advising and representing the Ombudsman in connection with
gaining access to patient records in accordance with section 333 of
the Bankruptcy Code and other relevant law to the extent
applicable;
e. advising and representing the Ombudsman concerning the effect
on patients of the closing of the Debtors' programs or facility;
and
f. performing such other legal services as may be required under
the circumstances of this Chapter 11 Case in accordance with the
Ombudsman's powers and duties as set forth in the Bankruptcy Code,
including assisting the Ombudsman with reports to the Court, fee
applications, and other matters.
The firm will be paid at these rates:
Attorneys $930 to $1,020 per hour
Paralegals $340 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ian Hammel, Esq., a partner at employ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., disclosed in a court filing that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Ian Hammel, Esq.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
One Financial Center Boston, MA 02111
Tel: (617) 542-6000
Fax: (617) 542-2241
Email: iahammel@mintz.com
tjmckeon@mintz.com
About Heywood Healthcare, Inc.
Heywood Healthcare, Inc. is a non-profit community-owned hospital
in Gardner, Mass.
Heywood Healthcare and its affiliates filed Chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 23-40817) on Oct. 1, 2023. In the
petition signed by its chief executive officer, Thomas Sullivan,
Heywood Healthcare disclosed up to $500,000 in assets and up to
$50,000 in liabilities.
Judge Elizabeth D. Katz oversees the cases.
John M. Flick, Esq., at Flick Law Group, PC represents the Debtors
as counsel.
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Dentons Bingham Greenebaum, LLP and Dentons US,
LLP as its legal counsel.
HWC BURBS: Hires Neeleman Law Group as Legal Counsel
----------------------------------------------------
HWC Burbs Burgers, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Washington to employ Neeleman Law
Group as its legal counsel.
The firm's services include:
a. assisting the Debtor in the investigation of the financial
affairs of the estate;
b. providing legal assistance to the Debtor with respect to
matters relating to its Chapter 11 case and creditor distribution;
c. preparing pleadings; and
d. performing other necessary legal services.
The firm's hourly rates are as follows:
Principals $550 per hour
Associate $450 per hour
Paralegal $200 per hour
The firm received from the Debtor a retainer of $10,000.
Jennifer Neeleman, Esq., a principal at Neeleman Law Group,
disclosed in a court filing that he is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jennifer L. Neeleman, Esq.
Neeleman Law Group, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
Email: courtmail@expresslaw.com
About HWC Burbs Burgers, LLC
HWC Burbs Burgers, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11919) on
October 9, 2023. In the petition signed by Joshua Henderson,
member, the Debtor disclosed up to $500,000 in assets and up to $10
million in liabilities.
Judge Marc L. Barreca oversees the case.
Thomas D. Neelem, Esq., at Neeleman Law Group, P.C., represents the
Debtor as legal counsel.
IN-POWER MOTORS: Dawn Maguire Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 14 appointed Dawn Maguire, Esq., at
Guttilla Murphy Anderson, as Subchapter V trustee for IN-Power
Motors, LLC.
Ms. Maguire will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Maguire declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Dawn Maguire, Esq.
Guttilla Murphy Anderson
5415 East High Street, Suite 200
Phoenix, AZ 85054
Telephone: (480) 304-8300
Fax: (480) 304-8301
Email: TrusteeMaguire@gamlaw.com
About IN-Power Motors
IN-Power Motors, LLC is a dealer of used car, truck and SUV in
Phoenix, Ariz.
IN-Power Motors filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-07975) on Nov. 6,
2023, with $1 million to $10 million in both assets and
liabilities. Ricardo Castro, managing member, signed the petition.
Judge Daniel P. Collins presides over the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C. represents
the Debtor as bankruptcy counsel.
IRONNET INC: Unsecureds' Recovery "TBD" in in Two-Option Plan
-------------------------------------------------------------
IronNet Inc. and its Debtor Affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Disclosure
Statement for Joint Chapter 11 Plan of Reorganization dated
November 20, 2023.
IronNet, Inc., is the publicly-traded parent company and is the
direct or indirect parent of all of the other Debtors in these
Chapter 11 Cases, as well as their non-Debtor affiliates.
IronNet, Inc. was founded in 2014 by General Keith Alexander, a
retired four-star general of the United States Army, in order to
solve the major cybersecurity problem he witnessed and defined
during his tenure as former head of the National Security Agency
(NSA) and founding Commander of the United States Cyber Command.
The Plan is the product of extensive, vigorous, arm's-length and
good-faith negotiations among the Debtors and the Consenting
Prepetition Lenders. The Debtors are pursuing on parallel paths
both the Restructuring and a Sale Transaction. Any Sale Transaction
may be implemented pursuant to the Plan and the Confirmation Order
or pursuant to a separate 363 Sale Order.
The Debtors may sell all or substantially all of their assets or
the Reorganized IronNet Equity in a Sale Transaction under the Plan
or a 363 Sale Order, in which case the proceeds thereof shall be
distributed in accordance with the applicable provisions of the
Plan, the Debtors will be wound down, and the Restructuring will
not occur. If the Debtors do not sell all or substantially all of
their assets or the Reorganized IronNet Holdings Equity under the
Plan or a 363 Sale Order, they will consummate the Restructuring.
Having agreed with their key creditor constituencies on the
principal terms of the Restructuring, which enjoys broad-based
support, the Debtors are also pursuing a competitive sale process
for their assets (or reorganized equity). The goal of the dual
track process is to allow for the Debtors to pursue one of the
following options: (i) proceed to confirmation with the Proposed
Plan; (ii) pursue a Sale Transaction, and distribute the sale
proceeds pursuant to the Proposed Plan; or (iii) pursue
confirmation of the Proposed Plan with an Alternate Plan Sponsor.
The Debtors submit that a prompt sale of their assets or the equity
in the reorganized Debtors through a competitive process is the
best option available to maximize value for all stakeholders in
these Chapter 11 Cases. While there is a real need for expediency
here, the Debtors recognize that conducting a postpetition market
check on their assets and the equity in the reorganized Debtors is
appropriate and necessary, particularly given IRNT's substantial
shareholders. To that end, on October 10, 2023, the board of
directors authorized the appointment of Ivona Smith, as an
independent director that will have full authority over matters
related to the restructuring and the post-petition marketing
process.
In the event of a Restructuring, the Plan will allow the Debtors to
strengthen their balance sheet and will also ensure that the
Debtors continue to operate as a going concern.
Class 4 consists of IronNet General Unsecured Claims. Except to the
extent previously paid during the Chapter 11 Cases or such Holder
agrees to less favorable treatment, each Holder of an Allowed
IronNet General Unsecured Claim shall receive, in full and final
satisfaction of and in exchange for each such Claim, its Pro Rata
Share of the Class 4 Lump Sum Payment. These Claims are Impaired
under the Plan.
Class 6 consists of OpCo General Unsecured Claims. On the Effective
Date, except to the extent that a Holder of an Allowed OpCo General
Unsecured Claim and the Debtors or Reorganized Debtors, as
applicable, agree to less favorable treatment for such Holder, and
in full and final satisfaction of its Allowed OpCo General
Unsecured Claim, the legal, equitable, and contractual rights of
the Holders of any Allowed OpCo General Unsecured Claim shall be
unaltered by the Plan. On and after the Effective Date, the
Reorganized Debtors or the Plan Administrator, as applicable, shall
continue to satisfy, dispute, pursue, or otherwise reconcile each
OpCo General Unsecured Claim in the ordinary course of business.
These Claims are Unimpaired.
Class 7 consists of OpCo Other Unsecured Claims. Except to the
extent previously paid during the Chapter 11 Cases or such Holder
agrees to less favorable treatment, each Holder of an Allowed OpCo
Other Unsecured Claim shall receive, in full and final satisfaction
of and in exchange for each such Claim, its Pro Rata Share of the
Class 7 Lump Sum Payment. These Claims are Impaired.
The projected recovery of holders of general unsecured claims is
still "to be determined", according to the Disclosure Statement.
The Plan contains standard means of implementation, including
provisions authorizing the Debtors to engage in corporate
restructurings (including incurring the Exit Facility and issuing
the New Common Equity), provisions authorizing the steps necessary
to consummate a Sale Transaction and the wind-down contemplated by
the Plan (the "Wind-Down") (if a Sale Transaction is consummated),
provisions regarding cancellation of prepetition debt agreements
and equity interests, provisions specifying the sources of Plan
distributions, provisions regarding the Reorganized Debtors'
corporate existence and corporate governance, and the vesting of
assets in the Reorganized Debtors, among other matters.
A full-text copy of the Disclosure Statement dated November 20,
2023 is available at https://urlcurt.com/u?l=jD9WLg from Stretto,
Inc., claims agent.
Proposed Counsel for Debtors:
Sean M. Beach, Esq.
Kenneth J. Enos, Esq.
Elizabeth S. Justison, Esq.
Timothy R. Powell, Esq.
Kristin L. McElroy, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 N. King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Emails: sbeach@ycst.com
kenos@ycst.com
ejustison@ycst.com
tpowell@ycst.com
kmcelroy@ycst.com
About IronNet
Founded in 2014 and headquartered in McLean, Va., IronNet, Inc.
(NYSE: IRNT) -- https://www.ironnet.com/ -- is a global
cybersecurity company that is transforming how organizations secure
their networks by delivering the first-ever collective defense
platform operating at scale. Employing a number of former NSA
cybersecurity operators with offensive and defensive cyber
experience, IronNet integrates deep tradecraft knowledge into its
industry-leading products to solve the most challenging cyber
problems facing the world today.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on Oct. 12,
2023. In the petition signed by Cameron Pforr, president and chief
financial officer, IronNet, Inc. disclosed $77,389 in assets and
$33,833,108 in liabilities. Debtor IronNet Cybersecurity Inc.
listed $10 million to $50 million in estimated assets and $50
million to $100 million in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel, Arnold & Porter Kaye Scholer LLP as general
corporate counsel, and Stretto, Inc. as claims, noticing, and
solicitation agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the DIP
lenders as legal counsel.
KELHAM VINEYARD: Hires West Auctions Inc. as Appraiser
------------------------------------------------------
Kelham Vineyard & Winery, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
West Auctions, Inc. as appraiser.
The firm will conduct an appraisal of the Debtor's wine inventory
estimated 446,910 bottles of wine stored in a third-party wine
warehouse.
The firm will be paid $200 per hour, plus reimbursement of costs
and expenses.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Donna Bradshaw
West Auctions, Inc.
P.O. Box 278
Woodland, CA 95776
Tel: (530) 661-0490
About Kelham Vineyard & Winery, LLC
Kelham Vineyard & Winery, LLC is a family-owned and operated
vineyard in St. Helena, Calif.
On July 20, 2023, creditor Main Street Cottage, LLC filed
involuntary Chapter 11 petition against Kelham Vineyard & Winery
(Bankr. N.D. Calif. Case No. 23-10384). The petitioning creditor is
represented by Rebekah Parker, Esq., a practicing attorney in
Oceanside, Calif.
Judge William J. Lafferty, III oversees the case.
Ryan C. Wood, Esq., serves as Kelham Vineyard & Winery's bankruptcy
attorney.
KOMBU KITCHEN: Hires Weintraub Zolkin Talerico as Counsel
---------------------------------------------------------
Kombu Kitchen SF LLC d/b/a NIBLL seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Weintraub Zolkin Talerico & Selth, LLP as counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers and duties of the
Debtor under Sections 1107 and 1108 of the Bankruptcy Code;
(b) advise concerning all general administrative matters in
the Bankruptcy Case and dealings with the Office of the United
States Trustee;
(c) represent the Debtor at all hearings before the United
States Bankruptcy Court;
(d) prepare legal papers;
(e) advise the Debtor regarding matters of bankruptcy law;
(f) represent the Debtor with regard to all contested
matters;
(g) represent the Debtor in any litigation commenced by, or
against, the Debtor;
(h) represent the Debtor with regard to the negotiation,
preparation, and implementation of a plan of reorganization;
(i) analyze any secured, priority, or general unsecured claims
that have been filed in this bankruptcy case;
(j) negotiate with the Debtor's secured and unsecured
creditors regarding the amount and payment of claims;
(k) object claims as may be appropriate; and
(l) perform all other legal services for the Debtor as may be
necessary.
The firm will be paid at these rates:
Daniel J. Weintraub, Partner $695 per hour
David B. Zolkin, Partner $650 per hour
Derrick Talerico, Partner $595 per hour
James R. Selth, Partner $585 per hour
Catherine Liu, Of Counsel $450 per hour
Martha Araki, Paralegal $250 per hour
Sachie Fritz, Legal Assistant $175 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $15,000 from the Debtor.
Daniel J. Weintraub, Esq., a partner at Weintraub Zolkin Talerico &
Selth LLP, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Daniel J. Weintraub, Esq.
Weintraub Zolkin Talerico & Selth LLP
11766 Wilshire Boulevard, Suite 450
Los Angeles, CA 90025
Tel: (310) 207-1494
Fax: (310) 442-0660
Email: dzolkin@wztslaw.com
About Kombu Kitchen SF LLC d/b/a NIBLL
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.
LERETA LLC: Moody's Lowers CFR to 'B3', Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
LERETA, LLC to B3 from B2 and the probability of default rating to
B3-PD from B2-PD. Concurrently, Moody's downgraded the company's
instrument ratings on the $40 million senior secured first lien
revolving credit facility due 2026 and the $250 million senior
secured first lien term loan due 2028 to B3 from B2. The outlook
remains stable. LERETA is a California-based technology enabled
property tax and flood determination service provider to the
financial services industry.
The ratings downgrade reflects Moody's expectations for mortgage
origination volumes to remain subdued over the next 12-18 months,
leading to weaker revenue for LERETA than previously expected, high
debt to EBITDA leverage and lower cash flow. The outlook for
mortgage origination volumes declined over the past quarter and
Moody's expects that interest rates will likely remain elevated at
levels that are close to 5% through 2024. Revenue at LERETA is
heavily dependent on mortgage origination volumes and as a result
of anemic volumes over the past few quarters, leverage increased
with debt to EBITDA over 8.0x. Moody's expects that debt-to-EBITDA
leverage will remain above 7.0x over the next 12-18 months as
revenue growth is limited.
RATINGS RATIONALE
The B3 CFR reflects LERETA's small scale, narrow operating scope
with exposure to the housing market and economic cycles and high
leverage with Moody's adjusted pro-forma debt-to-EBITDA of over 8x
(including capitalized software as an expense) for the 12-month
period ended June 30, 2023. LERETA's earnings are highly correlated
to mortgage origination volumes and overall mortgage volumes
dropped significantly since the Federal Reserve started to raise
interest rates in March 2022. Moody's expects that revenue
contribution from the recent acquisition of Info-Pro Lender
Services Inc. ("Info-Pro"), cost and cash flow benefits from the
technology re-platforming project, and recent cost rationalization
measures will drive improvements in credit metrics over the next
12-18 months but the decline in revenue from the core business that
includes tax processing will be significant such that
debt-to-EBITDA leverage will be sustained above 7.0x.
LERETA benefits from a stable and very diverse customer base with
over 2,000 customers that includes national level and regional
lenders and mortgage servicers. The company performs an essential
part of the mortgage process and manages tax records and payments
for over 22,000 tax agencies nationally. Outsourcing this process
to a vendor such a LERETA is a cost-efficient way to manage the
large volume of tax reporting that needs to be done by a lender.
Moody's expects this trend of outsourcing to continue, supporting
the earnings of LERETA. LERETA is the second largest tax servicer
nationally and counts many of the largest national mortgage
originators as clients, which provides a steady volume of loans to
service. The credit is also supported by strong customer retention
with an average customer tenor of six years.
Debt-to-EBITDA Leverage was above 8.0x for the 12-month period
ended June 30, 2023. Moody's expects debt to EBITDA to decline to
approximately 7.2x over the next 12 months, assuming no additional
debt funded acquisitions. Moody's expects revenue to grow very
slightly in 2024 from 2023, again the backdrop of still elevated
interest rates. Further supporting the decline in leverage is the
technology re-platforming project that will likely reduce ongoing
software development cost. Additionally, the acquisition of
Info-Pro, which was funded with a large proportion of equity, will
add at least $5 million of (un-synergized) EBITDA. Moody's
calculation of leverage treats capitalized software as an expense
and includes standard adjustments.
The stable outlook reflects Moody's view that LERETA will be able
to achieve some revenue growth over the next few years, driven by
new customer growth and continued volume from existing customers.
Although refinancing origination volumes will remain weak on a
comparative basis to periods before interest rates started to rise
in March 2022, Moody's assumes purchase volumes will rebound
slightly in 2024 from 2023 levels. The stable outlook assumes the
company will not pursue any debt-funded acquisitions.
Moody's views LERETA's liquidity as adequate. The revolver was
recently increased in size to $40 million and it matures in 2026.
There was $20 million drawn on the revolver that was used to fund
the acquisition of Info-Pro. Moody's expects free cash flow to be
negative this year but should improve in 2024. The credit
facilities are subject to a leverage based financial maintenance
covenant.
The B3 ratings on LERETA's senior secured first lien credit
facilities reflect both the probability of default rating of B3-PD
and the application of Moody's Loss Given Default for
Speculative-Grade Companies methodology. The senior secured first
lien credit facilities benefit from secured guarantees from all
existing and subsequently acquired wholly-owned domestic
subsidiaries. As there is no other meaningful debt in the capital
structure, the facilities are rated in line with the B3 CFR.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's expects: 1) a rebound in
the mortgage market, that would translate into high revenue growth
or a material increase in size and scale via organic growth or
acquisitions, 2) leverage to reduce with debt-to-EBITDA (Moody's
adjusted and including capitalized software development cost as an
expense) below 6.0x; 3) free cash flow to debt sustained at least
at 5% of total debt; 4) balanced financial policies; and 5)
liquidity improves.
A ratings downgrade could result if: 1) revenue visibility or
EBITDA margins decline further due to a further deterioration of
the mortgage market, increased competition, regulatory changes,
loss of customers or other factors; 2) leverage increased with
debt-to-EBITDA (Moody's adjusted and including capitalized software
development cost as an expense) exceeding 8.0x; 3) free cash flow
to debt approaches break-even; 4) liquidity deteriorates form the
current adequate level; or 5) LERETA pursues aggressive
shareholder-friendly financial policies, including debt-funded
acquisitions or shareholder returns.
Headquartered in Pomona, California, LERETA is a technology enabled
property tax and flood determination service provider to the
financial services industry. The company provides services in the
areas of tax certification management and flood determination to
mortgage originators and servicers. LERETA is owned by Flexpoint
Ford and Vestar Capital Partners. The company generated $126
million in net revenue for the LTM June 31, 2023 period.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
LINDEN AUTO: Unsecured Creditors to Split $18K Dividend in Plan
---------------------------------------------------------------
Linden Auto Spa LLC d/b/a Linden Express Wash, 1066 East Elizabeth
Avenue, LLC filed with the U.S. Bankruptcy Court for the District
of New Jersey a Small Business Plan of Reorganization dated
November 20, 2023.
The Debtor is a small business with a business address of 1066 East
Elizabeth Avenue, Linden, New Jersey 07036 ("Business Premises").
The Debtor operates an automobile car wash business at the Business
Premises.
The Debtor's financial difficulties date back to 2019 when the
Debtor experienced issues in managing the expenses of the business.
The Debtor was further severely impacted by the COVID19 Pandemic
beginning in early 2020, as the Business is tied to vehicle travel
and needs, the lack of any transportation in any significant way
severely impacted the Business and its operations.
In order to manage short-term cash flow, the Debtor incurred
additional debts to the Internal Revenue Service ("IRS") and State
of New Jersey Division of Taxation (the "NJDOT") and obtained
short-term loans from Merchant Cash Advance creditors ("MCA") which
provided shortterm funds to cover expenses but negatively impacted
the long-term financial operations of the Business.
Prior to the Petition Date, the Debtor made efforts to resolve the
Debtor's debt issues without success. The Debtor was forced to
file for bankruptcy protection where creditors sought to liquidate
the Debtor's assets and the Business Premises.
Class 5 consists of General Unsecured Claims. The General
Unsecured Claims, inclusive of disputed claims and scheduled
creditors that did not file a claim, total $108,919.98 (which
includes Class 4 Creditors which are being reclassified) of which,
$95,467.42, is disputed, contingent and/or unliquidated, and thus
not eligible to vote on acceptance or rejection of the Plan.
Accordingly, approximately $13,452.56 of unsecured claims may vote
on the Plan.
General unsecured creditors shall be paid a total base dividend in
the total amount of $18,000.00, from the Debtor's normal business
operations, on a pro-rata basis over the life of the Debtor's
60-month plan. The Debtor shall make the following payments to
Class 5 General Unsecured Claims: (a) January 2026 to December 2028
(36 months) totaling $18,000 ($6,000/year or $500/mo) paid
quarterly and distributed on a pro rata basis over the life of the
Debtor's 60-month plan.
Mr. Andrew Montoya will receive no distribution under the Plan,
other than to retain 100% membership in Debtor.
The Debtor shall use the estimated funds on hand upon the Effective
Date of the Plan to make the initial distributions for
Administrative Expenses.
Additionally, the Debtor shall use its disposable income to make
monthly or quarterly payments to the Disbursing Agent so as to
allow the annual payments to Class 4 General Unsecured Claims on an
annual basis under the Plan.
The Debtor's financial projections show that the Debtor will have
an aggregate annual average cash flow, after paying operating
expenses and post-confirmation taxes, of $171,006.20. The final
Plan payment is expected to be paid on December 2028.
A full-text copy of the Plan of Reorganization dated November 20,
2023 is available at https://urlcurt.com/u?l=LzXHa8 from
PacerMonitor.com at no charge.
Debtor's Counsel:
Justin M Gillman, Esq.
GILLMAN, BRUTON & CAPONE, LLC
770 Amboy Avenue
Edison NJ 08837
Tel: (732) 661-1664
Fax: (732) 661-1707
Email: jgillman@gbclawgroup.com
About Linden Auto Spa
Linden Auto Spa, LLC, operates an automobile car wash business at
1066 East Elizabeth Avenue, Linden, New Jersey 07036. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr D.N.J. Case No. 23-17265) on Aug. 22, 2023. In the petition
signed by Andrew A. Montoya, managing member, the Debtor disclosed
up to $50,000 in assets and up to $10 million in liabilities.
Judge Stacey L. Meisel oversees the case.
Justin M Gillman, Esq., at Gillman, Bruton & Capone, LLC, is the
Debtor's legal counsel.
LUMEN TECHNOLOGIES: Extends NOL Rights Plan
-------------------------------------------
Lumen Technologies, Inc. disclosed in a Form 8-K Report filed with
the Securities and Exchange Commission that on Nov. 15, 2023, the
Company entered into a Second Amended and Restated Section 382
Rights Agreement to be effective as of Dec. 1, which amended and
restated the Company's Amended and Restated Section 382 Rights
Agreement, dated as of May 9, 2019, as amended effective December
1, 2020, between the Company and Computershare Trust Company, N.A.,
as rights agent.
The Restated Plan, which has been unanimously approved by Lumen's
Board of Directors:
(1) extends the expiration date of the 2019 Plan from December
1, 2023 to December 1, 2026;
(2) provides for early termination of the Restated Plan if the
Company fails to obtain shareholder approval thereof by December 1,
2024;
(3) reduces the purchase price from $28 to $9 per one
ten-thousandth of a preferred share;
(4) removes certain provisions specific to a former
shareholder of the Company and its affiliates; and
(5) reflects certain minor updates and clarifying or
ministerial changes.
Otherwise, the Restated Plan retains the other terms and provisions
of the 2019 Plan, including certain other specified early
termination events.
The amendment and restatement of the 2019 Plan is intended to
protect the Company's federal net operating loss carryforwards,
which for U.S. federal income tax purposes can be used to offset
future taxable income. Despite the extension of the expiration
date, the Company cannot provide assurance as to whether, when or
in what amounts it will be able to use its NOL carryforwards. The
Restated Plan serves only as a deterrent through the threat of
dilution, not a prohibition, to share accumulations that could
result in the occurrence of an "ownership change" as defined under
Section 382 of the Internal Revenue Code. Any such "ownership
change" would substantially limit the Company's ability to use its
NOL carryforwards to reduce anticipated future tax payments.
Both the adoption and 2020 amendment of the 2019 Plan were approved
by the Company's shareholders in 2019 and 2021 by approximately 90%
of the votes cast. The Company intends to submit the Restated Plan
for approval by the Company's shareholders at the Company's 2024
Annual Meeting of Shareholders. As noted, if shareholder approval
of the Restated Plan is not obtained by December 1, 2024, the
Restated Plan will terminate on such date.
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an
international facilities-based technology and communications
company focused on providing its business and mass markets
customers with a broad array of integrated products and services
necessary to fully participate in its ever-evolving digital world.
The Company's platform empowers its customers to swiftly adjust
digital programs to meet immediate demands, create efficiencies,
accelerate market access and reduce costs -- allowing customers to
rapidly evolve their IT programs to address dynamic changes.
Lumen reported a net loss of $1.55 billion in 2022.
* * *
As reported by the TCR on Aug. 24, 2023, Moody's Investors Service
downgraded Lumen Technologies, Inc.'s corporate family rating to
Caa1 from B2. Moody's said the downgrade reflects the Company's
increasing financial risks and continued weak operating
performance.
Also in August 2023, S&P Global Ratings lowered its issuer credit
rating on U.S.-based telecommunications service provider Lumen
Technologies Inc. to two notches to 'CCC+' from 'B'. S&P said "The
two-notch downgrade reflects our view that Lumen's capital
structure is unsustainable longer term. We expect the company's
operating and financial performance will remain challenged for the
next couple of years as its turnaround plan faces significant
challenges."
M AND J: Court OKs Cash Collateral Access Thru Jan 2024
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized M & J Home Improvement, Inc. to use cash collateral on
an interim basis in accordance with the budget, with a 10%
variance, through January 25, 2024.
As Adequate Protection to IOU Central, Inc., d/b/a IOU Financial,
Inc. and Santander Bank, N.A., the Debtor will grant to IOU and
Santander continuing replacement liens and security interests in
the post-petition assets of the Debtor to the same validity, extent
and priority that IOU and Santander would have had in the absence
of the bankruptcy filing.
On the first of each month, the Debtor will make Adequate
Protection payments to IOU in the amount of $867 and Santander in
an amount equal to $78 per week. For each such payment, time is of
the essence.
A further hearing on the matter is set for January 25 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=kszwaU
from PacerMonitor.com.
About M & J Home Improvement, Inc.
M & J Home Improvement, Inc.sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-40874) on
October 20, 2023. In the petition signed by Matthew Sullivan,
manager, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Judge Elizabeth D. Katz oversees the case.
Christopher L. Murray, Esq., at Murray Law Firm, P.C., represents
the Debtor as legal counsel.
M.V.J. AUTO: Unsecureds to Get 100 Cents on Dollar in Plan
----------------------------------------------------------
M.V.J. Auto World, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Florida a Plan of Reorganization dated
November 20, 2023.
The Debtor operates an automobile repair shop and is a neighborhood
U-Haul dealership. The Debtor is owned by Jose Barcelo. The Debtor
operates from and owns the real property located at 11750 NW 87 Pl,
Bays # 7 – 8, Hialeah Gardens, FL 33018 (the "Real Property").
Due to a variety of factors, including without limitation, a
general downturn in business revenue, the Debtor has been unable to
service its secured debt. Specifically, the first mortgage on the
Real Property, in favor of Ocean Bank, a Florida Banking
Corporation, matured several months prior to the Petition Date.
While the Debtor has acknowledged that Ocean Bank has a fully
secured first priority lien against the Real Property, it disagrees
with the amount due on the Petition Date. The Debtor intends to pay
the full amount of Ocean Bank's fully secured claim over the course
of 5 years.
The Debtor has estimated that the total number of scheduled and
filed general unsecured claims is $662.39. The Debtor will be
paying all such claims in full on the First Payment Date. By this
Plan, the Debtor will be restructuring all of the obligations so
that the Debtor can remain viable as a going concern.
This Plan provides for 1 class of priority claims, 3 classes of
secured claims, 1 class of nonpriority unsecured claims and 1 class
of equity security holders. General unsecured creditors holding
allowed claims will receive distributions, which the Debtor has
valued at approximately 100 cents on the dollar. This Plan also
provides for the payment of administrative and priority claims.
Creditors will receive payment from the Debtor from the cash flow
of the Debtor's operations for a period of 5 years.
Class 5 consists of all allowed general unsecured claims. Only one
non-insider non-subordinated General Unsecured Claim has been
scheduled, by Verizon Wireless, in the amount of $662.39. This
claim, to the extent not already satisfied by such date, will be
paid in full, in a lump sum, on the First Payment Date. Jose
Barcelo has agreed to subordinate his insider claim, such that he
will receive no distribution as a creditor under this Plan.
Class 6 consists of all allowed equity interests in the Debtor,
which includes interest in any share of preferred stock, common
stock or other instruments evidencing an ownership interest in the
Debtor. All Equity Security Holders of the Debtor will retain their
interest(s) in the Debtor as such interest(s) existed prior to the
Petition Date, with Jose Barcelo retaining a 100% stock interest.
The means necessary for the implementation of this Plan include the
Debtor's cash flow from operations for a period of 5 years. The
Debtor's financial projections show that the Debtor will have
sufficient cash over the life of the Plan to make the required Plan
payments and operate its business.
A full-text copy of the Plan of Reorganization dated November 20,
2023 is available at https://urlcurt.com/u?l=EN2hWE from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Timothy S. Kingcade, Esq.
Kingcade, Garcia & McMaken, PA
1370 Coral Way
Miami, FL 33145
Telephone: (305) 285-9100
Email: scanner@miamibankruptcy.com
- and -
Zach B. Shelomith, Esq.
LSS Law
2699 Stirling Road, Suite C401
Ft. Lauderdale, FL 33312
Telephone: (954) 920-5355
Facsimile: (954) 920-5371
Email: zbs@lss.law
About M.V.J. Auto World
M.V.J. Auto World, Inc., operates an automobile repair shop and is
a neighborhood U-Haul dealership.
M.V.J. Auto World filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 23-16612) on Aug. 21, 2023, with $100,001 to $500,000 in
assets and liabilities. Tarek Kiem, Esq., at Kiem Law, PLLC has
been appointed as Subchapter V trustee.
Judge Laurel M. Isicoff oversees the case.
The Debtor is represented by the law firms of Kingcade, Garcia &
McMaken, PA and Leiderman Shelomith + Somodevilla, PLLC, doing
business as LSS Law.
MALLINCKRODT PLC: Bracebridge Capital Reports 5.6% Equity Stake
---------------------------------------------------------------
Bracebridge Capital, LLC filed with the Securities and Exchange
Commission Amendment No. 2 to its Schedule 13D to report about its
ownership of Mallinckrodt plc's common stock.
Bracebridge Capital, LLC is reported to beneficially own an
aggregate amount of 1,093,857 shares, representing 5.6% of
Mallinckrodt's common stock. Additionally, Entities FFI III
S.a.r.l. owns an aggregate amount of 788,532 shares, equivalent to
4.0%, FYI S.a.r.l. holds 153,136 shares, representing 0.8%, and
Olifant Luxco S.a.r.l. holds 152,189 shares, also representing 0.8%
of Mallinckrodt's common stock
A full-text copy of the Schedule 13D Report is available at
https://tinyurl.com/499afbb8
About Mallinckrodt plc
Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is
a global business consisting of multiple wholly-owned subsidiaries
that develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them. Mallinckrodt in mid-June 2022 successfully completed
its reorganization process, emerged from Chapter 11 and completed
the Irish Examinership proceedings.
Mallinckrodt Plc said in a regulatory filing in early June 2023
that it was considering a second bankruptcy filing and other
options after its lenders raised concerns over an upcoming $200
million payment related to opioid-related litigation.
Mallinckrodt plc and certain of its affiliates again sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28,
2023. Mallinckrodt disclosed $5,106,900,000 in assets and
$3,512,000,000 in liabilities as of June 30, 2023.
Judge John T. Dorsey oversees the new cases.
In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A. as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Ropes & Gray, LLP as litigation counsel;
Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as
investment banker; and AlixPartners, LLP, as restructuring
advisor.
In the new Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A., as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Guggenheim Securities, LLC as investment
banker; and AlixPartners, LLP, as restructuring advisor. Kroll is
the claims agent.
MALLINCKRODT PLC: James Flynn, Deerfield Report 7% Equity Stake
---------------------------------------------------------------
James E. Flynn filed with the Securities and Exchange Commission
Amendment No. 20 to his Schedule 13D to report updated information
on the ownership of Mallinckrodt plc common stock.
As of November 14, 2023, James Flynn and his affiliated entities
are reported to beneficially own an aggregate amount of
Mallinckrodt's common stock as follows:
* James E. Flynn and Deerfield Management Company, L.P.: 1,505,969
shares, representing 7.65%
* Deerfield Mgmt, L.P., and Deerfield Partners, L.P.: 1,219,993
shares, representing 6.19%
* Deerfield Mgmt IV, L.P., and Deerfield Private Design Fund IV,
L.P: 285,976 shares, representing 1.45%
James E. Flynn may be reached at:
College Business & Technology Park, Cruiserath,
Blanchardstown, Dublin 15, Ireland
A full-text copy of the Schedule 13D is available at
https://tinyurl.com/ywy5yd5a
About Mallinckrodt plc
Mallinckrodt (OTCMKTS: MNKTQ) — http://www.mallinckrodt.com/—
is a global business consisting of multiple wholly-owned
subsidiaries that develop, manufacture, market and distribute
specialty pharmaceutical products and therapies. The company's
Specialty Brands reportable segment's areas of focus include
autoimmune and rare diseases in specialty areas like neurology,
rheumatology, nephrology, pulmonology and ophthalmology;
immunotherapy and neonatal respiratory critical care therapies;
analgesics; and gastrointestinal products. Its Specialty Generics
reportable segment includes specialty generic drugs and active
pharmaceutical ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them. Mallinckrodt in mid-June 2022 successfully completed
its reorganization process, emerged from Chapter 11 and completed
the Irish Examinership proceedings.
Mallinckrodt Plc said in a regulatory filing in early June 2023
that it was considering a second bankruptcy filing and other
options after its lenders raised concerns over an upcoming $200
million payment related to opioid-related litigation.
Mallinckrodt plc and certain of its affiliates again sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28,
2023. Mallinckrodt disclosed $5,106,900,000 in assets and
$3,512,000,000 in liabilities as of June 30, 2023.
Judge John T. Dorsey oversees the 2023 cases.
In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A. as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Ropes & Gray, LLP as litigation counsel;
Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as
investment banker; and AlixPartners, LLP, as restructuring
advisor.
In the new Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A., as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Guggenheim Securities, LLC as investment
banker; and AlixPartners, LLP, as restructuring advisor. Kroll is
the claims agent.
MERITAGE HOMES: Moody's Alters Outlook on 'Ba1' CFR to Positive
---------------------------------------------------------------
Moody's Investors Service changed the outlook for Meritage Homes
Corporation to positive from stable. Moody's also affirmed the
company's Ba1 corporate family rating, Ba1-PD probability of
default rating, and Ba1 ratings on the company's existing senior
unsecured notes. The company's Speculative Grade Liquidity Rating
(SGL) was upgraded to SGL-1 from SGL-2.
The positive outlook reflects Meritage's conservative balance sheet
management and its track record of low debt leverage, which Moody's
expects the company will sustain during both strong and weak
industry conditions. "Meritage's long term net debt to book
capitalization ceiling in the low 20%, which Moody's view as
conservative, is expected to support the company's financial
flexibility," says Natalia Gluschuk, Moody's Vice President and
Senior Credit Officer. At September 30, 2023, the company's total
debt to book capitalization and its net debt to book capitalization
on a Moody's-adjusted basis stood at 19.3% and at 0.2%,
respectively. The positive outlook also reflects Meritage's
meaningful revenue scale, currently representing $6.5 billion, and
its strong market share position of the fifth largest homebuilder
in the country by homes sold and the eighth largest by homebuilding
revenue. The outlook also reflects Moody's expectation that the
company will maintain strong liquidity, including a meaningful cash
balance and a robust revolver availability.
RATINGS RATIONALE
Meritage's Ba1 CFR is supported by: 1) the company's strong market
position within entry-level and first move-up homebuyer categories,
including through its LiVE.NOW home communities; 2) product
strategy focus that is expected to continue to benefit from the
demand of the millennial generation over the next several years; 3)
strong market share nationally, meaningful revenue scale and
geographic diversity, and good market positions within its
individual regional markets; 4) conservative financial strategies,
including the demonstrated prudent balance sheet management and a
disciplined approach to shareholder-friendly returns and
acquisitions, as well as the commitment to sustaining low leverage
given the company's long-term net debt to book capitalization
ceiling of low 20%; and 5) current sector tailwinds from the
increased demand for new homes due to low available existing home
inventory.
At the same time, Meritage's credit profile is constrained by: 1)
Moody's expectation that the company will operate with a high
proportion of speculative homes in production; 2) an owned land
supply of 74% of total (representing 3.1 years of the total 4.2
years of land supply), subjecting the company to a risk of
impairment charges during periods of home and land price declines;
3) negative cash flow from operations during periods of growth; 4)
affordability pressures broadly impacting the home buying demand;
and 5) the cyclicality of the homebuilding industry and the
exposure to variability in revenue and credit metrics.
The upgrade of Meritage's Speculative Grade Liquidity Rating to
SGL-1 reflects Moody's expectation that the company will maintain
very good liquidity over the next 12 to 15 months. Liquidity is
supported by Meritage's strong cash position of $1.05 billion at
September 30, 2023, meaningful availability under its $835 million
revolving credit facility expiring in June 2028, which Moody's
expect to be sustained, significant cushion under financial
covenants, 3.1 years of owned land supply, and an unsecured capital
structure. During periods of growth, however, the company's
liquidity can be constrained by negative cash flow generation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company continues to expand
its size, scale, and geographic diversification; sustains strong
credit metrics, including debt to book capitalization below 35% and
EBIT interest coverage in the high single digits; maintains a very
good liquidity position, including strong free cash flow
generation, and conservative financial policies with a demonstrated
commitment to attaining and maintaining an investment grade rating,
both to Moody's and to the debt capital markets.
The ratings could be downgraded if the company begins generating
net losses, recognizes major impairment charges, experiences
meaningful gross margin compression, or sees liquidity weaken; if
debt to book capitalization approaches 45% or interest coverage
weakens below 5.0x; or if the company exercises aggressive
financial policies with respect to shareholder-friendly actions or
land investments.
The principal methodology used in these ratings was Homebuilding
and Property Development published in October 2022.
Meritage Homes Corporation, founded in 1985 and headquartered in
Scottsdale, Arizona, builds single-family entry-level and first
move-up homes, operating in three regions (West, Central, East) in
ten states and 19 markets. In the last twelve months ended
September 30, 2023, Meritage generated $6.5 billion in revenue and
$802 million in net income.
MICHIGAN MEDICAL: Seeks Cash Collateral Access
----------------------------------------------
Michigan Medical Group, P.C. asks the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, Detroit, for
authority to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay employees,
purchase pharmaceuticals, and provide services customers.
During the first three months of the case, the Debtor projects that
it will need to spend approximately $273,000 to avoid immediate and
irreparable harm. The Debtor requests authority to spend these
amounts in accordance with the budget, with a 10% variance.
On the Petition Date, the Debtor believes that the cash collateral,
as defined in 11 U.S.C. Section 363 consists of the following:
1. Collectible accounts receivable valued at approximately
$144,000.
2. Available Funds held in bank accounts valued at approximately
$13,000.
Before the Petition Date, JPMorgan Chase Bank, NA filed a UCC-1
financing statement against certain of the Debtor's assets,
including its cash collateral.
Before the Petition Date, the U.S. Small Business Administration
filed a UCC-1 financing statement against certain of the Debtor's
assets, including its cash collateral. The Debtor anticipates the
SBA will assert a security interest in the Debtor's cash
collateral.
Before the Petition Date, Timberland Bank filed a UCC-1 financing
statement against certain of the Debtor's assets, including its
cash collateral. The Debtor anticipates Timberland will assert a
security interest in the Debtor's cash collateral.
The Debtor proposes that Chase, the SBA, and Timberland be granted
the Replacement Liens as adequate protection to the extent of any
diminution in value of the pre-petition cash collateral. The
Replacement Liens will be liens on the Debtor's assets which are
created, acquired, or arise after the Petition Date, but limited to
only those types and descriptions of collateral in which Chase, the
SBA, and Timberland held a pre-petition lien or security interest.
The Replacement Liens will have the same priority and validity as
Chase, the SBA, and Timberland's prepetition security interests and
liens.
As part of its request to use cash collateral, the Debtor is
requesting that the Court allow it to escrow, on a monthly basis,
the total of $8,750 into a specially designated debtor in
possession account to pay the professional fees of legal counsel
employed by the Debtor, the Subchapter V Trustee, and a patient
care ombudsman in connection with the bankruptcy proceeding to the
extent the fees are allowed by the Court.
A copy of the motion is available at https://urlcurt.com/u?l=K3dqFP
from PacerMonitor.com.
About Michigan Medical Group, P.C.
Michigan Medical Group, P.C. provides healthcare services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-50240) on November
22, 2023. In the petition signed by Najam Syed, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Mark A. Randon oversees the case.
Elliot G. Crowder, Esq., at Stevenson & Bullock, PLC, represents
the Debtor as legal counsel.
MILLTOO LLC: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, authorized Milltoo, LLC to use cash collateral on
an interim basis, in accordance with the budget.
Specifically, the Debtor is permitted to use cash collateral for
the payment of payroll scheduled to occur on November 24, 2023 as
well as up to an additional amount of $5000 for other food service
related expenses incurred in the ordinary course of the Debtor's
business.
Westfield Bank appears to have a priority lien on the Debtor's
assets included real property located at 6663 Center Road, Valley
City, Ohio as well as the Debtor's cash and other accounts.
The Debtor entered into several business loan agreements with
certain merchant cash advance creditors and each may also assert a
security interest in the Debtor's cash collateral.
To the extent of any Diminution in Value, the creditors determined
to have a security valid security interest in the Debtor's
pre-petition assets are hereby granted automatically perfected and
enforceable adequate protection Replacement Liens, in accordance
with the priority of the applicable creditors' prepetition security
interests and liens, in collateral of the same type as such
creditor has a valid prepetition lien.
The Replacement Liens will have the same validity, priority, and
extent as the liens on that existed at the time of the commencement
of the bankruptcy cases. The Replacement Liens granted in the Order
are (i) effective as of the Petition Date, and (ii) deemed
automatically perfected without the necessity for filing or
execution of any security agreement, control agreement, financing
statement, or other document which might otherwise be required for
the perfection of security interests.
A copy of the order is available at https://urlcurt.com/u?l=RfHaTa
from PacerMonitor.com.
About Milltoo, LLC
Milltoo, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-51617-amk) on
November 20, 2023. In the petition signed by Sean Miller, managing
member, the Debtor disclosed up to $1 million in both assets and
liabilities.
Judge Alan M. Koschik oversees the case.
Michael A. Steel, Esq., at Steel & Company, Ltd., represents the
Debtor as legal counsel.
MINIM INC: Appoints David Natan as Director to Fill Vacancy
-----------------------------------------------------------
Minim Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the Board of Directors of the Company
increased the size of the Board from three to four directors and
voted to elect David Natan as a new, independent director to fill
the vacancy on the Board created by increased size of the Board.
The initial term as director for Mr. Natan will expire at the
Company's 2023 annual meeting of stockholders. At the time of his
election, Mr. Natan was appointed to the Audit Committee of the
Board of Directors, the Compensation Committee of the Board of
Directors and the Nominating and Corporate Governance Committee of
the Board of Directors.
The Company said there are no arrangements or understandings
between Mr. Natan and any other person pursuant to which Mr. Natan
was appointed as a director, there are no family relationships
between Mr. Natan and any director or other officer of the Company,
and there are no transactions in which the Company is a party and
in which Mr. Natan has a material interest subject to disclosure
under Item 404(a) of Regulation S-K.
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. The Company designs
and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
Minim reported a net loss of $15.55 million in 2022 following a net
loss of $2.20 million in 2021.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 31, 2023, citing that Company has suffered recurring losses
and negative cash flows from operations and will need additional
funding within the next twelve months. This raises substantial
doubt about the Company's ability to continue as a going concern.
MOBIQUITY TECHNOLOGIES: Gene Salkind Reports 60% Equity Stake
-------------------------------------------------------------
Gene Salkind has filed with the Securities and Exchange Commission
Amendment No. 2 to Schedule 13D to report about his ownership of
Mobiquity Technologies Inc.'s common stock.
Gene Salkind, his wife, and a family trust beneficially own 448,535
common shares of Mobiquity Technologies and Series G Preferred
Stock convertible into 3,007,890 common shares for an aggregate
beneficial ownership interest of 60.2%. The foregoing excludes
outstanding warrants owned by him to purchase 96,100 common shares
at exercises prices of at least $60 per share.
Gene Salkind may be reached at:
Steven Morse, Esq.
Morse & Morse, PLLC
2100 Deer Park Avenue, Ste. 1A
Deer Park, NY 11729
Tel: (516) 487-1446
A full-text copy of the Schedule 13D Report is available at
https://tinyurl.com/4wtd57ez
About Mobiquity Technologies Inc.
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc.,
together with its operating subsidiaries, is a next generation
location data intelligence company. The Company provides precise
unique, at-scale location data and insights on consumer's
real-world behavior and trends for use in marketing and research.
Mobiquity reported a net loss of $8.06 million in 2022, compared to
a net loss of $18.33 million in 2021. As of Dec. 31, 2022, the
Company had $2.63 million in total assets, $2.65 million in total
liabilities, and a total stockholders' deficit of $10,830.
Palm Beach Gardens, FL-based D. Brooks & Associates, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has incurred
operating losses, has incurred negative cash flows from operations
and has an accumulated deficit. These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MOJ REALTY: Property Sale Proceeds to Fund Plan
-----------------------------------------------
MOJ Realty, LLC, submitted an Amended Disclosure Statement
describing Amended Liquidating Plan dated November 20, 2023.
The Plan is a liquidating plan which provides for the treatment,
resolution, and satisfaction of all Claims and Interests in the
Debtor. The Debtor will list its single asset real estate,
consisting of a mobile home park located in Valrico Florida
("Property"), with a real estate broker chosen and approved by
creditor J. Powell Enterprises, LLC.
Upon confirmation of this Plan, the Debtor shall obtain bankruptcy
court approval of the chosen broker and the listing agreement with
said broker. The listing agreement shall provide for a commission
of 2% paid to the listing broker. A total commission of 4% shall be
paid if there is a cooperating broker. The listing price shall be
$1,990,000.00. The term of the listing agreement shall be 9 months
from bankruptcy court approval of the listing agreement.
The net proceeds of any sale of the Property will be distributed in
accordance with the Waterfall Schedule, which substantially
provides as follows:
* First, to the holder of the first mortgage, in the
approximate amount of $1,523,027.80, to real estate commissions due
to any real east broker and to secured real property taxes.
* Second, pro rata to allowed administrative expense claims,
until paid in full.
* Third, pro rata to holders of allowed priority claims until
paid in full.
* Fourth, pro rata to the allowed judgment lien claim of J.
Powell, until paid in full.
* Fifth, pro-rata to allowed general unsecured claims, until
paid in full.
* Sixth, if there are net proceeds remaining, to the Debtor.
The sale of the Property contemplated by this Plan constitutes the
issuance, transfer, or exchange of a security, or the making or
delivery of an instrument of transfer under a plan confirmed under
section 1129 of this title, and may not be taxed under any law
imposing a stamp tax or similar tax as provided in Section 1146(a)
of the Bankruptcy Code, and therefore is exempt from documentary
stamp or intangible taxes.
The Debtor shall be allowed to collect the rents from the Property
pending a closing on the sale of the Property or conveyance to J.
Powel. The Debtor shall also be obligated to pay all operating
expenses associated with the Property, and also, the Debtor shall
pay all mortgage payments as and when due until closing or
conveyance to J. Powell.
Class Number 4 consists of General Unsecured Claims. These are all
unsecured claims of non-insiders and are impaired. Holders of
claims in this Class will receive a pro rata distribution from sale
of the Property in accordance with the Waterfall Schedule, until
paid in full.
The equity interests of William A. Guzman and Adelina D. Tavares de
Guzman, equal in total to a 100% interest in the Debtor, shall be
re-vested in full upon confirmation, in return for the equity
contributions of solely William A. Guzman and Adelina D. Tavares de
Guzman of amounts necessary to fund operational shortfalls,
including mortgage payments after confirmation of this Plan and
prior to conveyance of the Property.
The cash payments under this Plan have been and/or will be
generated principally from operation of the Debtor's businesses,
cash on hand on the Effective Date and contributions by solely
William A. Guzman and Adelina D. Tavares de Guzman. After
confirmation of this Plan and prior to conveyance of the Property
pursuant to this Plan, the Debtor shall operate the Property as
during the pendency of this case.
A full-text copy of the Amended Disclosure Statement dated November
20, 2023 is available at https://urlcurt.com/u?l=dxBCfr from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Leon A. Williamson, Jr., Esq.
Williamson Law Firm
306 South Plant Ave., Suite B
Tampa, FL 33610-1365
Florida Bar Number: 363537
Telephone: (813) 253-3109
Facsimile: (813) 315-6849
E-mail: Leon@LwilliamsonLaw.com
About MOJ Realty
MOJ Realty, LLC, a Single Asset Real Estate, operates a mobile home
park in Valrico, Florida.
MOJ Realty filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla.
Case No. 23-01259) on March 31, 2023. In the petition signed by
William A. Guzman, managing member, the Debtor disclosed $500,000
to $1 million in assets and $1 million to $10 million in
liabilities. Leon Williamson, Esq. of LAW OFFICE OF LEON A.
WILLIAMSON, JR., P.A., is the Debtor's counsel.
MR COOPER GROUP: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned 'BB' Long-Term Issuer Default Ratings
(IDRs) to Mr. Cooper Group, Inc. and its subsidiaries Nationstar
Mortgage Holdings Inc. and Nationstar Mortgage LLC. The Rating
Outlook is Stable. Fitch has also assigned a 'BB' senior unsecured
debt rating to Nationstar Mortgage Holdings Inc.
KEY RATING DRIVERS
Mr. Cooper Group Inc.'s (Mr. Cooper) rating is supported by its
strong franchise and leading market position as a U.S. residential
mortgage servicer, conservative funding profile with low leverage
and solid liquidity, and experienced management team with extensive
industry experience. Additionally, Mr. Cooper's origination
capabilities and mortgage servicing right (MSR) hedging should
provide relative earnings stability through interest rate cycles,
and its subservicing business provides stable cash flows with
minimal incremental capital requirements.
The ratings are constrained by the highly cyclical nature of the
mortgage industry; a reliance on secured, short-term, wholesale
funding facilities; and potential servicing advance needs and
regulatory scrutiny from its exposure to Ginnie Mae (GNMA) loans.
Mr. Cooper's pre-tax return on average assets (ROAA), adjusted for
GNMA loans subject to repurchase right, was 5.1% from the trailing
12 months (TTM) ended 3Q23. This compares with a ROAA of 10.3% for
2022 and a four-year average ROAA of 6.3% from 2019-2022. Mr.
Cooper's profitability has been more stable in recent quarters than
mortgage peers that rely more heavily on origination volume. With
rates expected to decline in 2024, Fitch views MSR valuation
downside risk as manageable assuming the target hedging ratio
remains around 75%. MSR exposure has grown significantly in recent
years, with numerous portfolio acquisitions, amounting to 63% of
assets an 198% of equity as of 3Q23, respectively, up from 30% and
125% at YE21.
Mr. Cooper's leverage (gross debt to tangible equity) was 1.6x at
3Q23. This was down from 4.9x at YE20 (excluding debt from
discontinued operations) given growth in tangible equity from
strong profitability in 2020-2022. Fitch expects leverage to rise
moderately as Mr. Cooper draws on its secured MSR financing lines
to make bulk acquisitions, although warehouse borrowings should
remain modest given the still challenged outlook on originations.
Corporate leverage, which excludes balances under origination
funding facilities, was 1.4x at 3Q23, which is on the high end of
peers given the MSR focus.
The company maintains a target capital ratio of tangible net worth
(TNW) to total assets of 20%-25%. This would translate to
approximately 2x-3x gross leverage as calculated by Fitch, although
management expects TNW (currently 31%) to remain above the target
in the near term. Capital levels are still sensitive to the
effectiveness of the firm's MSR hedging strategy, which is
currently untested through different economic and market
environments. Should the hedging strategy prove ineffective, there
could be a more meaningful impact to leverage from MSR valuation
changes.
Mr. Cooper's unsecured funding was 47% of total debt at end-3Q23.
This is up from 35% at YE21 and 23% at YE20, which compares
favorably to non-bank peers. Still, the increase in the unsecured
funding percentage is partially driven by a decline in secured
borrowings given a reduction in origination volume. Fitch would
view an increase in the unsecured funding percentage longer-term
favorably, as it would enhance Mr. Cooper's financial flexibility.
While secured funding is shorter-dated, Mr. Cooper's MSR lines have
two-year tenors, and capacity is 67% committed. This compares
favorably to non-bank mortgage peers but is still below other
non-bank financial institutions. Warehouse facilities are
predominantly one-year and uncommitted. Fitch would view further
extensions of funding duration and increases in the committed
percentage favorably.
Fitch views the company's current liquidity profile as strong
relative to peers and adequate to offset any operating cash needs,
potential margin calls and advancing requirements. At 3Q23,
available liquidity consisted of $553 million of unrestricted cash
and $2.1 billion of collateralized but undrawn borrowing capacity
on its MSR lines, which equates to 40% of total debt outstanding.
Asset quality risk is not material for Mr. Cooper, as nearly all
originated loans are conforming agency or GNMA-eligible and sold
shortly after origination. Delinquencies of 60+ days were 1.9% of
the servicing portfolio at 3Q23, down from 2.6% at YE22 and 3.1% at
YE21. In general, mortgages have outperformed other consumer assets
over the last year given strong home equity levels. However,
unemployment remains low, and macroeconomic stress could drive
higher delinquencies in 2024-2025. Mr. Cooper does have exposure to
potential losses due to repurchase or indemnification claims from
investors under certain warranty provisions, although claims in
recent years have been manageable.
The Stable Outlook reflects Fitch's expectation that Mr. Cooper's
leverage will grow moderately but remain below 4.0x on a gross
basis and 2.0x on a corporate basis, access to liquidity and
funding will remain sufficient for operating needs, and
profitability will remain stable.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A sustained increase in gross leverage above 4.0x;
- A sustained increase in corporate leverage above 2.0x;
- A decrease in unsecured funding below 25% of total debt;
- Sustained profitability challenges that erode tangible equity;
- A reduction in or ineffectiveness of MSR hedging that introduces
substantial earnings volatility;
- An inability to maintain sufficient liquidity to manage future
servicer advances or margin calls; and/or
- Substantial regulatory fines or litigation expenses that
negatively impact the company's franchise or operating
performance.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Gross leverage maintained at-or-below 3.0x;
- A sustained reduction in corporate leverage below 1x;
- Extension of funding duration and increased committed funding
percentage while maintaining unsecured debt above 35% of total
debt;
- Continued consistency of operating performance with demonstrated
profitability through cycles; and/or
- Maintenance of market position and leadership in mortgage
servicing.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The senior unsecured debt rating is equalized with Nationstar
Mortgage Holdings Inc.'s Long-Term IDR given the funding mix and
expectations for average recovery prospects given sufficient
unencumbered assets that are available to senior noteholders.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The senior unsecured debt rating is primarily sensitive to changes
in the Long-Term IDR and would be expected to move in tandem;
however, a material reduction in unencumbered assets and/or
increase in the proportion of secured funding could result in
notching between Nationstar Mortgage LLC's Long-Term IDR and the
unsecured notes.
SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS
The ratings of Nationstar Mortgage Holdings Inc. (the debt-issuing
subsidiary) and Nationstar Mortgage LLC (the operating company) are
equalized with that of Mr. Cooper given they are wholly owned
subsidiaries and debt issued by Nationstar Mortgage Holdings Inc.
benefits from a corporate guarantee from Mr. Cooper and Nationstar
Mortgage LLC.
SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES
The ratings of Nationstar Mortgage Holdings Inc. and Nationstar
Mortgage LLC are equalized with that of Mr. Cooper and are expected
to move in tandem.
ADJUSTMENTS
- The Standalone Credit Profile has been assigned in line with the
implied score.
- The Business Profile score has been assigned below the implied
score due to the following adjustment reason: Business model
(negative).
- The Asset Quality score has been assigned below the implied score
due to the following adjustment reason: Non-loan exposures
(negative).
- The Earnings & Profitability score has been assigned below the
implied score due to the following adjustment reasons: Earnings
stability (negative).
- The Capitalization & Leverage score has been assigned below the
implied score due to the following adjustment reasons: Risk profile
and business model (negative).
- The Funding, Liquidity & Coverage score has been assigned below
the implied score due to the following adjustment reason: Business
model/funding market convention (negative).
ESG CONSIDERATIONS
Mr. Cooper has an ESG Relevance Score of '4' for Customer Welfare
— Fair Messaging, Privacy and Data Security due to its exposure
to compliance risks that include fair lending practices, debt
collection practices and consumer data protection. This has a
negative impact on the credit profile and is relevant to the rating
in conjunction with other factors.
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
----------- ------
Nationstar Mortgage
LLC LT IDR BB New Rating
Mr. Cooper Group Inc. LT IDR BB New Rating
Nationstar Mortgage
Holdings Inc. LT IDR BB New Rating
senior unsecured LT BB New Rating
MULLEN AUTOMOTIVE: To Hold 'Say-on-Pay Votes' Every Three Years
---------------------------------------------------------------
Mullen Automotive Inc. filed a Form 8-K/A with the Securities and
Exchange Commission as an amendment to the Form 8-K filed on Aug.
7, 2023. The Original 8-K reported the results of the matters
submitted to a vote at the Company's 2023 Annual Meeting of
Stockholders held on Aug. 3, 2023. The sole purpose of this
Amendment is to disclose, in accordance with Item 5.07(d) of Form
8-K, the Company's decision regarding the frequency of future
stockholder advisory votes on the compensation of the Company's
named executive officers.
As previously reported in the original 8-K, a non-binding, advisory
vote on the frequency of future advisory votes on the compensation
of the Company's named executive officer was held at the Annual
Meeting. The Company's stockholders cast the highest number of
votes in favor of holding future Say-on-Pay votes every three
years. After consideration of these voting results and the
recommendation of the Company's Board of Directors in the proxy
statement filed with the SEC on July 10, 2023, the Company
determined that future Say-on-Pay votes would be held every three
years until the next stockholder advisory vote on the frequency of
future Say-on-Pay votes.
About Mullen
Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern
California-based automotive company building the next generation of
electric vehicles that will be manufactured in two Company-owned
United States-based assembly plants. Mullen's EV development
portfolio includes the Mullen FIVE EV Crossover, Mullen Commercial
Class 1 and 3 EVs and Bollinger Motors, which features both the B1
and B2 electric SUV trucks and Class 4-6 commercial offerings.
Mullen reported a net loss of $740.32 million for the year ended
Sept. 30, 2022, compared to a net loss of $44.24 million for the
year ended Sept. 30, 2021.
Fort Lauderdale, Florida-based Daszkal Bolton LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated Jan. 13, 2023, citing that the Company has sustained
net losses, has indebtedness in default, and has a deficiency in
working capital of approximately $36 million at Sept. 30, 2022,
which raise substantial doubt about its ability to continue as a
going concern.
OCEAN POWER: Paragon Technologies Has 4% Stake as of Nov. 13
------------------------------------------------------------
Paragon Technologies, Inc. disclosed in a Schedule 13D/A filed with
the Securities and Exchange Commission that as of Nov. 13, 2023, it
beneficially owned 2,361,594 shares of common stock of Ocean Power
Technologies, Inc., representing 4 percent of the Shares
outstanding. The percentage ownership of shares of Common Stock is
based on the 58,787,578 shares of Common Stock reported by the
Company as outstanding as of Sept. 11, 2023 in the Company's
Prospectus filed with the SEC on Sept. 28, 2023.
On July 27, 2023, the Reporting Person filed a complaint in the
Delaware Court of Chancery to enforce its rights, pursuant to
Section 220 of the Delaware General Corporation Law, to inspect the
books and records of the Company. On Oct. 20, 2023, the Delaware
Court of Chancery ruled in favor of the Reporting Person, finding
in a Final Report of the Magistrate that the Reporting Person set
forth a credible basis to suspect wrongdoing by the directors and
officers of the Company and ordered the Company to provide the
Reporting Person with certain books and records for an
investigation. On Oct. 25, 2023, the Company filed a notice of
exceptions to the Final Report.
On Nov. 13, 2023, the Reporting Person notified the Company that
Robert J. Tannor notified the Reporting Person of his withdrawal as
a nominee, due to health reasons that he is still recovering from,
for election to the Company's board of directors at the Company's
2023 annual meeting of shareholders. The Reporting Person intends
to proceed to nominate the four other candidates previously
notified to the Company and disclosed in this Schedule 13D.
The Company has disclosed that its 2023 annual meeting of
shareholders will be held on Jan. 31, 2024, and that the record
date for the meeting has been set as the close of business on Dec.
4, 2023.
On Oct. 9, 2023, the Reporting Person filed litigation in the
Delaware Court of Chancery against the Company and each of its
directors, Terence J. Cryan, Philipp Stratmann, Peter E. Slaiby,
Clyde W. Hewlett, Natalie Lorenz-Anderson and Diana G. Purcel,
relating to the Company's acting in bad faith with respect to the
Reporting Person's nomination notice provided in connection with
the 2023 annual meeting and failure to approve the Reporting
Person's request for an exemption pursuant to the terms of the
Company's NOL poison pill adopted on June 29, 2023, subject to a
condition that the Reporting Person not exceed ownership of 19.9%
of the Company's outstanding shares of common stock. The
litigation asserts claims for breach of fiduciary duty against each
of the directors and requests declaratory and injunctive relief
enjoining the defendants from taking action to preclude the
Reporting Person's director candidates from standing for election
at the 2023 annual meeting of shareholders and providing that the
NOL poison pill exemption is granted. A hearing date of Nov. 28,
2023 was set for the Court to consider the Reporting Person's
request for an injunction prohibiting the Company from preventing
the Reporting Person's candidates from standing for election at the
2023 annual meeting.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/90045/000110465923118474/tm2330821d1_sc13da.htm
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 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.
OLIVE CONCRETE: Court OKs Cash Collateral Access Thru Dec 12
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Olive Concrete and Landscaping, Inc.
to use cash collateral on an interim basis, in accordance with the
budget, with a 10% variance, through December 12, 2023.
The Debtor is authorized to use the cash collateral with monthly
adequate protection payments to the U.S. Small Business
Administration in the amount of $1,177 per month on an interim
basis. The SBA is granted a replacement lien in the Debtor's
post-petition cash collateral to the extent of any post-petition
usage of cash collateral during the interim period and to the same
extent, validity, and priority as its pre-petition lien.
The remaining secured creditor, Master Construction Products, Inc.,
which holds a judgment recorded in the state Judgment Index
(unperfected lien) will receive $0 adequate protections payments.
There will be a carve-out in the budget for the inclusion of fees
due the Clerk of Court and the U.S. Trustee pursuant to 28 U.S.C.
Section 1930, and to the extent not already included in the budget
for the adequate protection payments described in the Motion.
A final hearing on the matter is set for December 12, 2023 at 10:30
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=LXk2Nk from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$30,287 for December 2023;
$32,812 for January 2024;
$35,312 for February 2024; and
$37,812 for March 2024.
About Olive Concrete and Landscaping Inc.
Olive Concrete and Landscaping Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
6:23-bk-03544) on August 30, 2023. In the petition signed by Jeremy
Olive, president, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Grace R. Robson oversees the case.
Chad Van Horn. Esq., at Van Horn Law Group, P.A., represents the
Debtor as legal counsel.
OMNIQ CORP: Machine Vision Solution Ordered for Four Major Airports
-------------------------------------------------------------------
OMNIQ Corp. announced that the Company's AI-based Machine Vision
solution is being ordered for an upgrade program at the Port
Authority of New York and New Jersey (PANYNJ) four major airports.
The Company and its partner DESIGNA are working together on a
collaborative agreement to further the success of PANYNJ. The
collaboration completes a technology upgrade of the VRS-Vehicle
Recognition Systems at four airports, including the addition of the
latest AI neural network deep learning engine developed by omniQ's
scientists.
Shai Lustgarten, CEO, stated "An additional strong vote of
confidence from some of the most important airports in the world
proving again that where quality matters, omniQ is selected again
and again. The PANYNJ upgrade program is intended to improve the
accuracy of the parking systems throughout the airports, as well as
to improve traveler convenience. Increasing the accuracy and speed
of transactions allows customers to enter/exit and find their cars
in a quicker and more efficient manner. The project also improves
the convenience for passengers with lost or misplaced vehicles and
tickets. As we have already deployed our AI system in over 60
airports in the US, we expect many of them to follow PANYNJ and
order our new generation for their parking and security operations.
We are excited to partner with DESIGNA and their talented team to
help future-proof the PANYNJ vehicle access and revenue control
program that was originally deployed several years ago. We look
forward to expanding our partnership as well as potential future
projects with DESIGNA to upgrade and enhance airports and other
parking venues."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq Corp reported a net loss of $13.61 million for the year ended
Dec. 31, 2022, compared to a net loss of $13.14 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$68.47 million in total assets, $81.31 million in total
liabilities, and a total stockholders' deficit of $12.84 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
ONE DREAM: Judy Wolf Weiker of Manewitz Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 10 appointed Judy Wolf Weiker of
Manewitz Weiker Associates, LLC as Subchapter V trustee for ONE
Dream, Inc.
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 ONE Dream
ONE Dream, Inc. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-04948) on Nov. 7,
2023, with as much as $1 million in both assets and liabilities.
John Wischmeier, owner, signed the petition.
Judge Jeffrey J. Graham oversees the case.
David R. Krebs, Esq., at Hester Baker Krebs LLC serves as the
Debtor's legal counsel.
ONEDIGITAL BORROWER: Moody's Rates New $325MM Incremental Loan 'B3'
-------------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to a $325
million incremental senior secured term loan of OneDigital Borrower
LLC (OneDigital, corporate family rating B3). The borrowing will
mature in November 2027 and is non-fungible with OneDigital's
existing senior secured term loans. The company plans to use net
proceeds from the term loan for general corporate purposes
including to help fund acquisitions, pay down revolver borrowings,
and to pay fees and expenses. In addition, Moody's has also
assigned a B3 rating to the $200 million senior secured revolving
credit facility, in which the maturity date will be extended to May
2027. The rating outlook for OneDigital is unchanged at stable.
RATINGS RATIONALE
OneDigital's ratings reflect its expertise in employee benefits and
its consistent EBITDA margins. OneDigital derives most of its
revenue from a growing national retail benefits business targeting
small to middle market employers. The company serves its customers
through a proprietary technology platform, a national call center,
and locally based insurance professionals in selected markets
across the country. OneDigital's registered investment advisory
platform (Resources Investment Advisors), which offers retirement
planning, wealth management and asset management through
independent financial advisors focused on corporate retirement
plans, is a growing segment that adds revenue diversification. The
company's fast growing third segment, Specialty, includes adjacent
offerings such as wholesale brokerage of ancillary benefits,
pharmacy consulting services, professional employer organization
services, Medicare Advantage distribution, and stop-loss and
captive capabilities, which facilitate cross sell opportunities and
client retention.
Credit challenges for OneDigital include aggressive financial
leverage, significant cash outflows to pay contingent earnout
liabilities, and execution and integration risks associated with
fast-paced, debt-funded acquisitions. The company's financial
leverage is high for its rating category with modest interest
coverage, leaving little room for error in managing its existing
and newly acquired operations.
Following the transaction, Moody's estimates that OneDigital will
have a pro forma debt-to-EBITDA ratio well above 7x, but the rating
agency expects OneDigital to reduce its leverage in the next few
quarters through the integration of recent acquisitions, expense
controls and modest amortization of its term loans. The company's
majority investor, private equity firm Onex Corporation, would
likely provide additional support if needed, in Moody's view.
OneDigital's (EBITDA - capex) interest coverage will be below 2x,
and its free-cash-flow-to-debt ratio will be in the low single
digits. Free cash flow after payment of contingent earnouts has
been low or negative in recent periods; however, Moody's expects
this metric to improve in the next 12 to 18 months. These pro forma
metrics reflect Moody's adjustments for operating leases,
contingent earnout liabilities, run-rate earnings from recent and
pending acquisitions, and certain non-recurring costs and other
items.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of OneDigital's ratings
include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex)
coverage of interest consistently exceeding 2x, (iii) free
cash-flow-to-debt ratio exceeding 5%, and (iv) successful
integration of acquisitions.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA remaining above 7x, (ii) (EBITDA - capex) coverage
of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below
2%, or negative free cash flow after contingent earnout payments
and scheduled debt amortization.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Founded in 2000, OneDigital delivers strategic advisory consulting
and technology solutions to more than 100,000 clients across the
US. The company's advisory business covers employee benefits,
wellbeing, human resources, pharmacy consulting, property and
casualty solutions, as well as retirement and wealth management
services provided through OneDigital Investment Advisors. Based in
Atlanta, Georgia, with more than 165 offices across the country,
the company generated revenues of $1 billion for the 12 months
through September 2023.
ONEDIGITAL BORROWER: S&P Rates $325MM First-Lien Term Loan B 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating and '3' recovery
rating (50%-70%; rounded estimate: 50%) to OneDigital Borrower
LLC's $325 million incremental first-lien term loan B due 2027.
S&P expects OneDigital will use the proceeds of this incremental
offering to finance acquisitions currently under letter of intent
(LOI) and add cash to the balance sheet for future acquisitions.
Through the third quarter, the company completed 15 deals totaling
around $60 million of acquired revenue across the employee
benefits, wealth, and retirement space, and has a healthy pipeline
of near-term opportunities.
Pro forma for the issuance and including deals under LOI expected
to close by year-end, we estimate leverage of around 7.5x, slightly
elevated relative to current rating thresholds, and coverage in the
mid 1x range (at current benchmark SOFR rates). S&P expects these
metrics to improve within rating bounds (leverage to improve below
7x and coverage near 2x) over the next few quarters as the company
continues to deploy balance sheet cash toward acquisitions
(currently under letters of intent and otherwise) and through
performance gains.
OneDigital reported solid performance across all segments through
year-to-date 2023. Organic revenue growth was around 5% for the
first nine months of the year, and an expected strong fourth
quarter bolstered by momentum in the company's new Medicare
business should enable the company to close out the full year with
organic near 7%.
S&P Global Ratings-adjusted EBITDA margins declined nearly 200
basis points to 26.3% as of the 12 months ended September 30, 2023,
from 28.1% for full-year 2022. While company calculated margins
were relatively stable, the company incurred a higher amount of
add-backs that we don't give credit for, including a new add-back
line for producer training expenses and start-up costs. S&P expects
S&P adjusted margins to stabilize over the next year supported by
operating leverage across its verticals.
ORBITAL INFRASTRUCTURE: Unsecureds Get 6%-8% After Sale to Lenders
------------------------------------------------------------------
Orbital Infrastructure Group, Inc., et al., submitted a Second
Amended Combined Disclosure Statement and Joint Chapter 11 Plan of
Liquidation.
The Plan is a liquidating plan. Pursuant to prior orders of the
Bankruptcy Court, the Debtors sold substantially all of their
assets. 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.
Despite the Debtors' and Moelis's best efforts, no qualified bids
were received for Orbital's equity interests in GTS and Front Line
("Equity Assets"). The Debtors' prepetition lenders, however,
served as two separate stalking horse bidders for each of the
Equity Assets and, after arms'-length negotiations between the
Debtors, the Committee, and the stalking horse bidders, the parties
reached agreement regarding the terms of the sales of the Equity
Assets that included, among other things, additional cash paid into
the Debtors' estates and the waiver of any deficiency claims by
each of the stalking horse bidders. This agreement resolved the
Committee's investigation and objections to the sales of the Equity
Assets and formed the foundation for quickly getting to
confirmation of the Plan and exiting bankruptcy.
Under the Plan, Class 3 – General Unsecured Claims will recover
6% to 8.3% of their claims. This estimate is based on the
following assumptions: (i) $91,344,607 of Allowed General Unsecured
Claims; (ii) $6,253,561 to $8,100,073 of Cash is transferred to the
Liquidating Trust on the Effective Date; and (iii) the Liquidating
Trust Operating Expenses are between $505,457 and $782,090. If
there are any recoveries in excess of expenses incurred for any
Causes of Action that may be brought by the Liquidating Trust, then
the estimated recoveries could be materially higher. Each Holder of
an Allowed General Unsecured Claim will receive its Pro Rata share
of beneficial interest in the Liquidating Trust and, as a
beneficiary of the Liquidating Trust, will 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 will 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. Class 3 is impaired.
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.
On the Effective Date, all of the Liquidating Trust Assets, as well
as all rights and powers of the Estates applicable to the
Liquidating Trust Assets, shall automatically and immediately vest
in the Liquidating Trust free and clear of all Claims, Liens,
interests, and encumbrances to the fullest extent permitted by the
Bankruptcy Code, subject to the terms of this Plan, the
Confirmation Order, and the Liquidating Trust Agreement.
Counsel for the Debtors:
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
arsalan.muhammad@haynesboone.com
kourtney.lyda@haynesboone.com
david.trausch@haynesboone.com
- and -
Stephen M. Pezanosky, Esq.
Thomas J. Zavala, Esq.
HAYNES AND BOONE, LLP
2801 N. Harwood Street, Suite 2300
Dallas, TX 75201
Tel: (214) 651-5000
Fax: (214) 651-5940
Email: stephen.pezanosky@haynesboone.com
tom.zavala@haynesboone.com
A copy of the Second Amended Combined Disclosure Statement and
Joint Chapter 11 Plan of Liquidation dated Nov. 22, 2023, is
available at https://tinyurl.ph/ktXNg from PacerMonitor.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.
OSG HOLDINGS: Expects to Exit Bankruptcy by End of November
-----------------------------------------------------------
OSG Holdings, Inc., et al., won confirmation of their Prepackaged
Chapter 11 Plan.
Following months of hard-fought, pre- and post-petition
negotiations, the Debtors are now poised to effectuate a
value-maximizing transaction for the benefit of all their
stakeholders upon the consummation of the Plan. The Debtors, other
than affiliates that are liquidating, are proponents of the Plan,
which contemplates a value maximizing transaction to position the
Reorganizing Debtors as a stronger go-forward enterprise. On Nov.
21, 2023, the Court entered an order confirming the Plan. The
Reorganizing Debtors anticipate that the effective date of the Plan
will occur on Nov. 30, 2023.
In October 2023, Output Services Group, Inc. d/b/a EverView,
announced that it and its affiliates filed voluntary Chapter 11
petitions in order to pursue a Pre-packaged Plan of Reorganization
to implement an agreement with lenders to reduce its debt and
annual interest expenses.
The Plan reduces debt by approximately $550 million, or 73%, and
lowers annual cash interest expense by 65%. It secures the
infusion of $50 million of new capital investment, and provides for
the payment of 100% of vendor and trade claims. The Plan
contemplates the Debtor's exit from the U.K.
A copy of the Plan of Reorganization dated Nov. 18, 2023, is
available at https://tinyurl.ph/RzldM from PacerMonitor.com.
About OSG Holdings
OSG Group is a business print and digital communications provider.
OSG Group runs a digital and print communications platform, serving
corporate clients throughout North America and the United Kingdom.
The Company provides primarily transactional, marketing, and
payment solutions to various industries, including consumer
services, business-to-business markets, education, retail, property
management, financial services, healthcare, and the government,
both through the use of its traditional print and mail businesses,
as well as through its omnichannel software-as-service (SaaS)
platform. The Company also provides a comprehensive suite of
complementary services to its clients, such as online payment
portals and accounts receivable software, real-time reporting and
data analytics, and database management services.
OSG Holdings Inc. and its affiliates, including OSG Group Holdings,
Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Tex. Lead Case No. 23-90799) on Oct. 15, 2023. In the
petition filed by Keith A. Maib, as chief restructuring officer,
OSG Holdings estimated assets and liabilities between $500 million
and $1 billion each.
The Honorable Bankruptcy Judge Christopher M. Lopez handles the
cases.
The Debtors tapped McDERMOTT WILL & EMERY LLP as general bankruptcy
counsel; ACCORDION PARTNERS, LLC as financial advisor; and HOULIHAN
LOKEY CAPITAL, INC., as investment banker. KURTZMAN CARSON
CONSULTANTS LLC is the claims agent.
PAD SILVERTHORNE: Committee Hires & Cohen P.C. as Counsel
---------------------------------------------------------
The official committee of unsecured creditors of The Pad
Silverthorne, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Cohen & Cohen, P.C. as counsel.
The firm's services include:
a. consulting with the Debtor and the Office of the United
States Trustee regarding administration of the case;
b. advising the Committee with respect to its rights, powers,
and duties as they relate to the case;
c. investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtor;
d. assisting the Committee in analyzing the Debtor's
pre-petition and post-petition relationships with its creditors,
equity interest holders, employees, and other parties in interest;
e. assisting and negotiating on the Committee's behalf in
matters relating to the claims of the Debtor's other creditors;
f. assisting the Committee in preparing pleadings and
applications as may be necessary to further the Committee's
interests and objectives;
g. researching, analyzing, investigating, filing and prosecuting
litigation on behalf of the Committee;
h. representing the Committee at hearings and other
proceedings;
i. reviewing and analyzing applications, orders, statements of
operations, and schedules filed with the Court and advising the
Committee regarding all such materials;
j. aiding and enhancing the Committee's participation in
formulating a plan;
k. assisting the Committee in advising its constituents of the
Committee's decisions, including the collection and filing of
acceptances and rejections to any proposed plan;
l. negotiating and mediating issues relating to the value and
payment of claims held by the Committee's constituency; and
m. performing such other legal services as may be required and
are deemed to be in the interests of the Committee.
The firm will be paid at these rates:
Partners $325 to $450 per hour
Associates $275 to $380 per hour
Paralegals $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Katharine Sender, Esq., a partner at Cohen & Cohen, P.C., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Katharine Sender, Esq.
Cohen & Cohen, P.C.
1720 S. Bellaire, Suite 205
Denver, CO 80222
Tel: (303) 933-4529
Fax: (866) 230-8268
Email: ksender@cohenlawyers.com
About The Pad Silverthorne, LLC
The Pad Silverthorne, LLC owns an improved real property located at
491 Rainbow Drive, Silverthorne, Colo., valued at $20.25 million.
Pad Silverthorne filed Chapter 11 petition (Bankr. D. Colo. Case
No. 23-14516) on Oct. 4, 2023, with $21,085,885 in assets and
$16,652,147 in liabilities. Robert Baer, manager, signed the
petition.
Judge Joseph G. Rosania Jr. oversees the case.
Kutner Brinen Dickey Riley, PC serves as the Debtor's legal
counsel.
PARTNERS IN TECH: Case Summary & Nine Unsecured Creditors
---------------------------------------------------------
Debtor: Partners in Tech Services, Inc.
30 Gateway Lane
Manorville, NY 11949
Case No.: 23-44351
Business Description: Partners in Tech is an ATM, kiosk, POS, and
bank valut services firm. Partners has a
nationwide team of field service technicians
that serve many financial institutions, cash
management/financial technology equipment
manufactures, ISO's, and independent
deployers.
Chapter 11 Petition Date: November 29, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Randall S. D. Jacobs, Esq.
RANDALL S. D. JACOBS, PLLC
30 Wall Street
8th Floor
New York, NY 10005
Tel: 973-226-3301
Fax: 973 226 8897
Email: rsdjacobs@chapter11esq.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alan Gropack as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6HBKFKY/PARTNERS_IN_TECH_SERVICES_INC__nyebke-23-44351__0001.0.pdf?mcid=tGE4TAMA
PEAK TAHOE: Unsecureds Owed $484K Unimpaired in Plan
----------------------------------------------------
Peak Tahoe LLC submitted a First Amended Plan of Reorganization,
dated Nov. 22, 2023.
Under the Plan, the Class 3 allowed general unsecured claims
totaling $483,585, calculated as of the Petition Date, will be paid
in full upon any sale of the Debtor's Property or refinance of
same, whichever occurs first in time, on or before the Effective
Date of the Plan. The Debtor will litigate and contest
unreasonable fees, costs, or charges provided for under the
parties' agreement or State statute under which such claim arose,
pursuant to Sec. 506(b). Any Allowed Class 3 General Unsecured
Claims will be paid in full by the Debtor, with interest at the
contract rate if one exists, or if no contract rate, at the Nevada
legal rate pursuant to NRS 17.130(2) of prime plus 2% per annum
from the Petition Date, until paid, on the later of the Effective
Date, or within five business days after any order allowing the
claims becomes final and unappealable. Accordingly, the Class 3
Allowed general unsecured claims are unimpaired under the Plan.
The Debtor shall fund the proposed Plan payments from the sale, or
refinance of the Debtor's Property. The Debtor is currently
negotiating a Purchase and Sale Agreement with a credible financial
prospective partner. The Debtor's Property has equity in excess of
any purported secured claims; thus, the Debtor expects to have
sufficient funds with which to make the required Plan payments,
after refinance or sale/joint venture. The Debtor negotiated with
a prior proposed lender, Balbec Capital LP, to obtain an extensive
appraisal of the Property, which was prepared for the lender around
May 2023, but not previously provided to the Debtor. The appraisal
estimates the market value of the Property in "as is" condition as
of April 12, 2023, at $43,300,000, and prospective market value
upon completion as of May 1, 2024, at $78,400,000. Based on this
appraisal, Debtor estimates that its equity in the Property in "as
is" condition exceeds $25,000,000.
The Debtor believes the Plan is feasible because the equity in its
Property, based on a credible appraisal, far exceeds the amount of
total secured and unsecured claims, including those that are
disputed.
Attorneys for the Debtor:
Stephen R. Harris, Esq.
Norma Guariglia, Esq.
HARRIS LAW PRACTICE LLC
850 E. Patriot Blvd., Suite F
Reno, NV 89511
Tel: (775) 786-7600
E-mail: steve@harrislawreno.com
norma@harrislawreno.com
A copy of the Plan of Reorganization dated November 22, 2023, is
available at https://tinyurl.ph/MjKXZ from PacerMonitor.com.
About Peak Tahoe
Peak Tahoe LLC, a company in Stateline, Nev., filed its voluntary
petition for Chapter 11 protection (Bankr. D. Nev. Case No.
23-50483) on July 18, 2023, with as much as $10 million to $50
million in both assets and liabilities. Judge Hilary L. Barnes
oversees the case.
Harris Law Practice, LLC, serves as the Debtor's bankruptcy
counsel.
PERSHARD INVESTMENTS: Unsecureds Will Get 4.5% in Liquidating Plan
------------------------------------------------------------------
Pershard Investments, LLC, and Pershard Clipper, LLC, submitted a
Third Amended Substantially Consolidated Liquidating Plan for Small
Business dated November 20, 2023.
This is a liquidating plan proposing to pay creditors of the
Debtors from the sale proceeds of the nine Great Clip franchises.
This Plan provides for six classes of secured claims, two classes
of priority claims and one class of unsecured claims. This Plan
also provides for the payment of administrative claims.
While sales were improving, the Debtors faced many obstacles that
have prevented the ability to present the creditors with a
confirmable plan of reorganization. Great Clips, Inc. ("GCI") has
presented the Debtors with an offer to purchase the nine franchises
for $626,500.
The Court approved the sale to GCI on Nov. 7, 2023, and the sale
closed on Nov. 14, 2023. To cure and assume the leases, landlords
of the various franchises were paid a total of $142,035. An
additional $25,000 has been held pending confirmation of the cure
amounts to landlords. Once the cure amounts are finalized, any
remaining funds will be distributed to the Debtors. After
deducting the payments to the landlords ($142,035) and the $25,000
holdback, the amount of $459,465 was disbursed to the Debtors for
the benefit of administrative claims and creditors.
For purposes of treating the secured claims of the two Debtors, the
amount of the money being attributed to each Debtor is based on the
number of franchises owned by each Debtor. As such, Investments,
which owns 2 of the nine franchises will be allocated 2/9ths of the
net amount received after curing the leases. (i.e. Investments will
be allocated the sum of $107,659 for payment to secured creditors.
Clipper will be allocated $376,806).
The Debtors have objected to the secured claim of Navitas Credit
Corp. A hearing is set for Dec. 12, 2023. If this claim is
determined to be secured, it will affect the distribution to
unsecured creditors. The UCC-1 filed by Navitas states that it is
secured by the assets of Pershard Clipper. However, the property
described in the UCC-1 belongs to Pershard Investments. The
Debtors believe that this renders the claim unsecured. If the
claim is deemed secured by the assets of Investments, the claim is
inferior to Wells Fargo and should be limited to $11,797.
Secured claims of Pershard Investments total $95,862. Secured
claims of Pershard Clipper total $317,165. Secured creditors will
receive $412,987. Administrative claims are approximately $40,000,
leaving approximately $31,478 for priority creditors and unsecured
creditors.
Class 1 consists of the Secured claim of Wells Fargo. Wells Fargo
is owed $95,862. Wells Fargo has a lien on the assets of Pershard
Investments. The creditor paid in full upon the sale of the
franchises to GCI. This class is unimpaired.
Class 9 consists of General unsecured creditors. Subject to
pending objections to claims, the general unsecured creditors'
claims total approximately $538,470. The creditors will share the
approximate amount of $20,210. All payments shall be distributed
to creditors on a pro rata basis. Unsecured creditors will be paid
approximately 4.5% of their claim. This class is impaired.
The Court approved the sale of the Debtors' assets on Nov. 7, 2023.
These funds will be used to pay creditors.
A full-text copy of the Third Amended Liquidating Plan dated Nov.
20, 2023 is available at https://urlcurt.com/u?l=eRUbsA from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Brian K. McMahon, Esq.
Brian K. McMahon, PA
1401 Forum Way, 6th Floor
West Palm Beach, FL 33401
Telephone: (561) 478-2500
Facsimile: (561) 478-3111
Email: brian@bkmbankruptcy.com
About Pershard Investments
Pershard Investments, LLC, owns and operates Great Clip franchise
locations.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14552) on June 12,
2023. In the petition signed by Raam K. Pershard, managing member,
the Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Mindy A. Mora oversees the case.
Brian K. McMahon, Esq., at Brian K. McMahon, PA, is the Debtor's
legal counsel.
PERSIMMON HOLLOW: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Persimmon Hollow Brewing Company, LLC
to use the cash collateral of its secured creditor, Seacoast
National Bank, on an interim basis, in accordance with the budget.
The Debtor is permitted to use cash collateral on an interim basis
through December 5, 2023 to pay for necessary and ordinary
operating expenses.
As adequate protection for any diminution in the value of cash
collateral and other prepetition collateral resulting from the
Debtor's use thereof after the Petition Date, Secured Creditors
will be entitled to a continuing replacement lien and security
interest in all assets of the Debtor existing on or after the
Petition Date of the same type as the prepetition collateral,
together with the proceeds, rents, products and profits thereof,
whether acquired or arising before or after the Petition Date, to
the same extent, validity, perfection, enforceability and priority
of the liens and security interests of Secured Creditors as of the
Petition Date. The Rollover Lien will be limited to the amount of
any Diminution, and does not extend to any avoidance claims held by
the estate.
The lien granted will be valid and perfected without the need for
the execution of filing of any further document or instrument
otherwise required to be filed under applicable non-bankruptcy law.
A further hearing on the matter is set for December 5, 2023 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=YvRj5q
from PacerMonitor.com.
About Persimmon Hollow Brewing Company, LLC
Persimmon Hollow Brewing Company, LLC owns and operates a brewery
and taproom in DeLand, FL.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Banke. M.D. Fla. Case No. 23-04742) on November
10, 2023. In the petition signed by Robert Burnette, president and
chief manager, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Grace E. Robson oversees the case.
Richard R. Thames, Esq., at THAMES | MARKEY, represents the Debtor
as legal counsel.
PLATFORM II LAWNDALE: Hires Levin & Ginsburg as Special Counsel
---------------------------------------------------------------
Platform II Lawndale LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Levin &
Ginsburg Ltd. as special counsel.
The Debtor needs the firm's legal assistance regarding the review
and negotiation of loan documents, the closing of the loan, and
related matters concerning the proposed loan for which the Debtor
has received a commitment from Red Oak Capital Holdings to fund the
initial payment to GreenLake Real Estate Fund, LLC on its Class 1 -
Secured Claim.
The firm will be paid at these rates:
Jeffrey M. Galkin, Partner $525 per hour
Morris R. Saunders, Shareholder $625 per hour
Camila R. Kaplunov, Associate $350 per hour
Eric B. Gillece, Paralegal $200 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey M. Galkin, Esq., a partner at Levin & Ginsburg Ltd.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeffrey M. Galkin, Esq.
Levin & Ginsburg Ltd.
180 North LaSalle Street, Suite 3200
Chicago, IL 60601
Tel: (312) 368-0100
Fax: (312) 368-0111
Email: jgalkin@levinginsburg.com
About Platform II Lawndale LLC
Platform II Lawndale LLC is an Illinois limited liability company
that owns a self-storage facility at 1750 North Lawndale Avenue in
Chicago's West Logan Square neighborhood. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ill. Case No. 22-07668) on July 11, 2022. In the petition
signed by Scott Krone, manager, the Debtor disclosed up to $50
million in both assets and liabilities.
Judge Deborah L. Thorne oversees the case.
Gregory J. Jordan, Esq., at Jordan & Zito LLC is the Debtor's
counsel.
PRESCOTT WHISPERING: Hires Portillo Ronk Legal Team as Counsel
--------------------------------------------------------------
Prescott Whispering Rock, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Portillo Ronk Legal Team as bankruptcy counsel.
The firm's services include:
a. advising the Debtor regarding its rights, duties, powers,
and responsibilities;
b. advising the Debtor with respect to the rights and remedies
of its bankruptcy estate and the rights, claims and interest of all
parties involved in its Chapter 11 case;
c. representing the Debtor in all hearings and proceedings in
the bankruptcy court involving its estate and in all related
meetings and negotiations with representatives of creditors and
other parties involved in its bankruptcy case except in adversary
proceedings unless there is retention arrangement;
d. taking all necessary action to protect and preserve the
Debtors' estate, including participating in litigation commenced by
or against the Debtor and litigating objections to claims filed
against the state;
e. taking all necessary action to negotiate, prepare, and
obtain approval of a Chapter 11 plan and related required
documents;
f. preparing employment and fee applications for the Debtor's
professionals;
g. preparing other court filings; and
h. other necessary legal services.
The firm will be paid at these rates:
Partner Laura J. Portillo $450 per hour
Partner Kevin C. Ronk $450 per hour
Associate Ryan Fox $350 per hour
Paralegal $75 to 90 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer in the amount of
$25,000.
Kevin C. Ronk, Esq., a partner at Portillo Ronk Legal Team,
disclosed in a court filing that her firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Kevin C. Ronk, Esq.
Portillo Ronk Legal Team
5716 Corsa Ave, Suite 207
Westlake Village, CA 91362
Tel: (805) 203-6123
Fax: (805) 830-1717
Email: Attorneys@portilloronk.com
About Prescott Whispering Rock, LLC
The Debtor is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Prescott Whispering Rock, LLC in Beverly Hills CA, filed its
voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case
No. 23-17083) on October 27, 2023, listing $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Hojat Askari, MD, as managing member, signed the petition.
Judge Vincent P. Zurzolo oversees the case.
PORTILLO RONK LEGAL TEAM serve as the Debtor's legal counsel.
PROS HOLDINGS: Brown Capital Mgmt. Reports 4.19% Equity Stake
-------------------------------------------------------------
Brown Capital Management, LLC filed with the Securities and
Exchange Commission Amendment No. 20 to its Schedule 13D to report
updated information on its ownership of PROS Holdings, Inc.'s
common stock as of Oct. 31, 2023.
Brown Capital Management is reported to beneficially own an
aggregate amount of 1,940,398 shares, which represents 4.19% of
PROS Holdings, Inc.'s common stock.
Brown Capital Management, LLC may be reached at:
Brown Capital Management, LLC
1201 N. Calvert Street
Baltimore, MD 21202
A full-text copy of the Schedule 13D/A Report is available at
https://tinyurl.com/mr6dazjb
About PROS Holdings
Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO),
is a provider of AI-powered SaaS pricing, CPQ, revenue management,
and digital offer marketing solutions.
As of September 30, 2023, the Company had $431.8 million in total
assets against $486.7 million in total liabilities.
Egan-Jones Ratings Company on October 9, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by PROS Holdings, Inc.
R&D TRANSPORT: Hires Hester Baker Krebs as Legal Counsel
--------------------------------------------------------
R&D Transport Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ Hester Baker Krebs,
LLC as its counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the management of its property;
(b) take necessary action to avoid the attachment of any lien
against the Debtor's property threatened by secured creditors
holding liens;
(c) prepare legal papers; and
(d) perform all other legal services for the Debtor.
The Debtor paid the firm an initial retainer in the amount of
$15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Krebs, Esq., an attorney at Hester Baker Krebs, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David R. Krebs, Esq.
Hester Baker Krebs LLC
One Indiana Sq. Suite 1330
Indianapolis IN 46204
Tel: (317) 833-3030
Email: dkrebs@hnkfirm.com
About R&D Transport Inc.
R&D Transport is a general freight trucking company.
R&D Transport Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
23-04973) on Nov. 8, 2023. The petition was signed by Cathy Reed as
president. At the time of filing, the Debtor estimated $50,000 to
$100,000 in assets and $1 million to $10 million in liabilities.
Judge James M. Carr presides over the case.
David Krebs, Esq. at HESTER BAKER KREBS LLC represents the Debtor
as counsel.
RASPBERRY CREEK: Claims to be Paid From Disposable Income
---------------------------------------------------------
Raspberry Creek Fabrics, LLC, filed with the U.S. Bankruptcy Court
for the District of Utah a Plan of Reorganization dated November
20, 2023.
The Debtor was founded in approximately June, 2010, as a fabric
reseller operated out of the home of Diana Rammell, the Debtor's
managing member.
Broadly speaking, the Debtor's Plan proposes to pay holders of
Allowed Claims the Debtor's "Disposable Income" for a period of
three years, which will be distributed to such holders on a pro
rata basis as provided in this Plan. The Debtor will pay $3,594 per
month in Disposable Income, to be distributed on a Quarterly Basis.
Holders of Secured Claims will receive payments separately from
the Debtor's Disposable Income.
Although the Debtor does not have precise projections, the Debtor
anticipates that the majority of its Plan Payments will be paid to
holders of Class 2 General Unsecured Claims. Because the Debtor's
Court-approved attorneys hold a pre-petition retainer, the Debtor
anticipates that most of their fees will be paid through the
application of that retainer. The Debtor also anticipates that the
SBRA Trustee will have an Administrative Expense Claim between
$5,000 to $10,000. The Estate is subject to a Class 1 Priority
Claim of the Salt Lake County Assessor (the "SLCO") in the amount
of $52,705.39, but the Debtor has objected to that Claim, and
anticipates seeking a substantial reduction thereof.
Accordingly, if the Debtor's objection is successful and
Administrative Expense Claims do not substantially increase, most
of the Debtor's Plan Payments are anticipated to be distributed to
Class 2 Claims beginning as soon as the Initial Distribution Date.
If the Debtor is unsuccessful in objecting to the SLCO's Claim, or
if Administrative Expense Claims substantially increase, then
distributions to Class 2 Claims will be delayed accordingly.
The Plan treats all Claims against the Debtor, against the Debtor's
property, and against the Estate. Only Allowed Claims receive any
distribution under this Plan. All Claims that are not Allowed are
deemed Disallowed by the Plan and will not receive any
distributions under the Plan.
Class 2 consists of General Unsecured Claims. The holders of
Allowed Class 2 Claims shall be paid pro rata from Plan Payments.
Plan Payments will be paid, first, to the holders of Allowed Claims
having greater priority in distribution. Specifically, the holders
of Allowed Class 2 Claims will not receive distributions until the
holders of claims with higher priority have been paid or reserved
in full. Class 2 is impaired under the Plan.
Each record holder of an Equity Interest in the Debtor shall retain
its interest in the Debtor. Subject to the limitations and
priorities, the holders of Allowed Class 6 Equity Interests shall
receive pro rata distributions, (a) from time to time, but in any
event at least on the Initial Distribution Date and the subsequent
Interim Distribution Dates, to the extent that a full or partial
distribution of Cash is available to the holder of such interest on
such dates, and (b) on the Final Distribution Date.
Except as otherwise provided in this Plan, the Reorganized Debtor,
as of the Effective Date, shall be vested with all of the property
and assets of the Debtor and its Estate. If the Plan is confirmed
under Section 1191(b) of the Bankruptcy Code, property of the
Estate that is included as property of the Estate by operation of
Section 1186 of the Bankruptcy Code shall be vested in the
Reorganized Debtor as of the Effective Date.
From and after the Effective Date of the Plan, the Reorganized
Debtor is authorized to continue to engage in ordinary course
transactions, and enter into such transactions as it deems
advisable, free of any restriction or limitation imposed under any
provision of the Bankruptcy Code, except to the extent otherwise
provided in the Plan.
A full-text copy of the Plan of Reorganization dated November 20,
2023 is available at https://urlcurt.com/u?l=ercCfC from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jeffrey L. Trousdale, Esq.
COHNE KINGHORN, PC
111 E. Broadway, 11th Floor
Salt Lake City, UT 84111
Telephone: (801) 363-4300
Email: jtrousdale@ck.law
About Raspberry Creek Fabrics
Raspberry Creek Fabrics, LLC, in Sandy, UT, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Utah Case No.
23-23514) on August 17, 2023, listing $146,490 in assets and
$1,283,026 in liabilities. Diana Rammell as manager, signed the
petition.
COHNE KINGHORN, P.C., serves as the Debtor's legal counsel.
RAW INDULGENCE: Unsecureds Will Get 12% of Claims over 5 Years
--------------------------------------------------------------
Raw Indulgence, Ltd., submitted a Subchapter V Plan of
Reorganization dated November 20, 2023.
The Debtor is a whole-sale retailer of vegan protein bars,
operating under the trade name "Raw Rev". The Debtor engages in
whole sale of its products via its online store.
Historically, the Debtor was owned and operated by Alice Benedetto
and her husband as 50-50 partners until their divorce, which
culminated in litigation and ultimately a settlement on October 4,
2021, whereby Benedetto remained as the sole owner and operator of
the Debtor.
During and immediately following the divorce settlement, one of the
Debtor's manufacturing sites that held equipment used to make the
Debtor's products had a problem. At this time the Debtor turned to
securing various merchant cash advances ("MCAs") with an active
sales plan to generate more monthly income and to be able to cover
these payments. These reasons, combined, led the Debtor to file for
Subchapter V of Chapter 11 bankruptcy protection on May 8, 2023.
This Plan of Reorganization proposes to pay creditors from the
Debtor's cash on hand, net proceeds (after legal fees and costs)
recovered from litigation with Benedetto's ex-husband and the MCA
creditors, if any, and the Debtor's projected income for the next
three years.
Class 4 non-priority unsecured creditors holding allowed claims
will receive, at the sole discretion of the Debtor, either (a) on
or before six months after the Effective Date, or (b) in 3 equal
annual installments within three years after the Effective Date, a
12% distribution on their allowed claims. This Plan also provides
for the payment of administrative and priority claims in full.
Class 4 are the allowed general unsecured claims in the approximate
amount of $751,373 and all other creditors asserting a lien in the
Debtor's assets. Each holder of an allowed Class 4 claim shall
receive a 12% distribution on their allowed claim in three annual
consecutive installments commencing on or before April 1, 2024,
over a period of three years after the Effective Date, or in one
lump sum at any time.
Class 6 represents the equity interest of the Debtor. Upon the
effective date of the Plan, the holder of equity interest in the
Debtor will retain her interests.
The Plan shall be funded from (a) the Debtor's cash on hand, (b)
proceeds recovered from litigation with Benedetto's ex-husband and
the MCA creditors, if any, and (c) the Debtor's projected income
for the next three years.
A full-text copy of the Subchapter V Plan dated November 20, 2023
is available at https://urlcurt.com/u?l=Qzin1q from
PacerMonitor.com at no charge.
Attorney for Plan Proponent:
Robert L. Rattet, Esq.
Davidoff Hutcher & Citron, LLP
120 Bloomingdale Road, Suite 100
White Plains, NY 10605
Telephone: (212) 557-7200
Facsimile: (212) 286-1884
Email: rlr@dhclegal.com
About Raw Indulgence
Raw Indulgence is a protein bar manufacturer in Elmsford, NY.
Raw Indulgence sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22350) on May 8, 2023.
In the petition filed by Alice Benedetto, as chief executive
officer, the Debtor reported total assets of $708,412 and total
liabilities of $3,888,567.
The case is overseen by the Honorable Bankruptcy Judge Sean H.
Lane.
The Debtor is represented by Robert L. Rattet, Esq., at DAVIDOFF
HUTCHER & CITRON LLP.
RED HAT REALTY: Hires Fisher Law Offices PLLC as Counsel
--------------------------------------------------------
Red Hat Realty, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Hampshire to employ Fisher Law Offices, PLLC as
counsel.
The firm's services include:
a. preparing the bankruptcy petition, schedules, and statement
of financial affairs, and other documents required for filing the
Debtor's case pursuant to the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and this Court's local bankruptcy rules;
b. representing the Debtor at the meeting of creditors and
various hearings in this case;
c. negotiating with the Debtor's secured creditors regarding use
of cash collateral;
d. negotiating with the Debtor's contractual counterparties
regarding the assumption or rejection of executory contracts and
leases;
e. negotiating with the Debtor's creditors and other
parties-in-interest regarding a plan of reorganization;
f. negotiating with possible buyers of all or substantially all
of the Debtor's real property;
g. advising the Debtor regarding issues arising in this chapter
11 proceeding, including the Debtor's responsibilities as
debtor-in-possession, representing the Debtor in any adversary
proceedings or stay relief litigation which may be commenced by or
against the Debtor or its assets;
h. reviewing and analyzing claims against the Debtor and the
proper treatment of such claims, including the filing of objections
or stipulations regarding such claims; and
i. performing all other necessary legal services in connection
with the Debtor's chapter 11 case including, but not limited to,
filing a Chapter 11 plan and taking all steps necessary to obtain
confirmation and consummation of such plan.
The firm will be paid at the rate of $300 per hour. The Debtor paid
the firm a retainer of $11,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael B. Fisher, Esq., a partner at Fisher Law Offices, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Michael B. Fisher, Esq.
Fisher Law Offices, PLLC
45 Lyme Road, Suite 205
Hanover, NH 03755
Tel: (603) 643-1313
Email: fisher@mbfisherlaw.com
About Red Hat Realty, LLC
The Debtor is the owner of real property located at 40 South
Village Road, Loudon, New Hampshire valued at $500,000. The
Property consists of 2398 square foot building.
Red Hat Realty, LLC in Loudon, NH, filed its voluntary petition for
Chapter 11 protection (Bankr. D.N.H. Case No. 23-10627) on November
14, 2023, listing $501,769 in assets and $10,090,576 in
liabilities. Dawn M. Plourde as manager, signed the petition.
FISHER LAW OFFICES, PLLC serve as the Debtor's legal counsel.
REINKE BROS: Hires Miller & Law P.C. as Legal Counsel
-----------------------------------------------------
Reinke Bros., Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ Miller & Law, P.C. as
counsel.
The firm will provide these services:
a. provide the Debtor with legal advice with respect to its
powers and duties;
b. aid the Debtor in the development of a plan of reorganization
under Chapter 11;
c. file the necessary petitions, pleadings, reports, and actions
that may be required in the continued administration of the
Debtor’s property under Chapter 11;
d. take necessary actions to enjoin and stay until a final
decree herein the continuation of pending proceedings and to enjoin
and stay until a final decree herein the commencement of lien
foreclosure proceedings and all matters as may be provided under 11
U.S.C. Sec. 362; and
e. perform all other legal services for the Debtor that may be
necessary herein.
The firm will be paid at these rates:
Attorneys
Rick Miller $375 per hour
Curtis R. Henry $375 per hour
David Law $350 per hour
Kevin E. Thwing $350 per hour
David J. Meretta $380 per hour
Brittany D. Reinke $300 per hour
Jennifer D. Duettra $375 per hour
Armstrong W. Graham $325 per hour
Noel P. Trowbridge $275 per hour
Shaun A. Christensen $475 per hour
Of Counsel
James R. Thompson $500 per hour
James F. Scherer $375 per hour
Thomas C. Helgeson $325 per hour
Staffs
Law Clerks $125 per hour
Paralegals and $125 per hour
Legal Assistants
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brittany D. Reinke, Esq., a partner at Miller & Law, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Brittany D. Reinke, Esq.
Miller & Law, P.C.
1900 W. Littleton Boulevard
Littleton, CO 80120
Tel: (303) 722-6500
Fax: (303) 722-9270
Email: bdr@millerandlaw.com
About Reinke Bros., Inc.
Reinke Bros., Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D. Colo. Case No. 23-14917) on October 25, 2023, disclosing under
$1 million in both assets and liabilities.
The Debtor is represented by MILLER & LAW, P.C.
RETROVISION LLC: Property Sale Proceeds to Fund Plan
----------------------------------------------------
Retrovision, LLC and 2580Rootriverparkway, LLC filed with the U.S.
Bankruptcy Court for the Eastern District of Wisconsin a Disclosure
Statement describing Chapter 11 Plan dated November 20, 2023.
Retro is a Wisconsin limited liability company formed in January
2013. It is a single asset real estate company holding title to
real property located at 3424 W. Wisconsin Avenue, Milwaukee, WI
53208 known as the Harnischfeger House.
RootRiver is a Wisconsin limited liability company formed in
January 2017. It is a single asset real estate company holding
title to real property located at 2580 Root River Pkwy, West Allis,
WI 53227, a four-bedroom residential home located in the City of
West Allis within Milwaukee County.
Dr. Brian R. Teclaw is the sole member and manager of both Debtors.
Dr. Teclaw formed the Debtors to purchase the real estate as
investment properties. He intended to renovate them and then rent
them out for income or, alternatively, sell them. They along with
other real estate investments were his plan for retirement.
Throughout the Case, the Debtors have continued to operate the
Arena. The Debtors do not have any income to report during the
case. The Debtors are single-asset-real estate companies without
any tenants. The Debtors focus during the case has been in
completing any necessary repairs to the real estate in anticipation
of selling them. The Debtors have also conferred with various real
estate brokers to market and sell the properties.
In February 2023, the Debtors obtained Comparable Market Analysis
("CMA") reports to determine the value of the real estate. The CMA
report for the Harnischfeger House recommended a listing price of
$950,500 with a high price of $1,200,000 and low of $749,900. The
CMA report for the Root River property recommended a listing price
of $433,143 with a high price of $480,000 and low price of
$400,000. Based on the CMA reports, and amounts owed to Summit as
of August 14, 2023, Retro and Root River hold equity interest in
the real properties of $547,000 and $229,143 respectively.
On August 21, 2023, prior to the foreclosure hearing, the Debtors
filed voluntary petitions under chapter 11 of the Code in order to
preserve their equity interest in the properties.
Class 1 consists of the Secured Claims of Summit Credit Union. It
filed a claim for $403,543 against Retro. It filed a claim for
$204,577 in RootRiver. The Secured Claims are secured by first
mortgages on the Debtors' real estate. The Plan treats both claims
as fully secured based upon comparable market analysis the Debtor
received February 2023. The Plan proposes to pay the Secured
Claims in full from the future sale proceeds of the Wisconsin
Avenue Property and Root River Property.
Allowed Claims of creditors in Class 2 consist of Allowed Unsecured
Claims without priority. The Debtors estimates that the total
amount for all Class 2 Creditors will be $3,025. Of which, the
Debtors estimate $1,482.89 for Retro and $1,542 for RootRiver.
Claimants shall receive their pro rata share of the sale proceeds
after administrative claims, and Allowed Claims in Class 1 are paid
in full from their respective collateral. It is projected that
Class 2 Claimants shall be paid in full.
The holders of interests in the Debtors shall retain their
interests in the Debtors. However, interest holders shall receive
no distributions from the Debtors unless the sales contemplated in
the Plan are sufficient to pay in full Class 1, Class 2, any
allowed priority tax claims, and all administrative claims.
The Debtor will implement and fund this Plan through the sale of
the Collateral.
A full-text copy of the Disclosure Statement dated Nov. 20, 2023 is
available at https://urlcurt.com/u?l=JEk0U5 from PacerMonitor.com
at no charge.
Attorneys for Debtors:
Evan P. Schmit, Esq.
Kerkman & Dunn
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202
Telephone: (414) 277-8200
Facsimile: (414) 277-0100
Email: eschmit@kerkmandunn.com
About Retrovision and 2580RootRiverParkway
Retrovision, LLC, and 2580RootRiverParkway, LLC, filed petitions
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.
Wis. Lead Case No. 23-23769) on Aug. 21, 2023. At the time of the
filing, Retrovision reported $1 million to $10 million in assets
and $100,000 to $500,000 in liabilities while 2580RootRiverParkway
reported $100,001 to $500,000 in both assets and liabilities.
Judge Beth E. Hanan oversees the cases.
Evan P. Schmit, Esq., at Kerkman & Dunn, is the Debtors' legal
counsel.
RISKON INTERNATIONAL: Ault Alliance Reports 91.02% Equity Stake
---------------------------------------------------------------
Ault Alliance, Inc. has filed with the Securities and Exchange
Commission Amendment No. 1 to its Schedule 13D to report about its
ownership of RiskOn International Inc.'s common stock.
The aggregate percentage of Shares reported owned by each Ault
Alliance and affiliated entities is based upon 3,481,886 Shares
outstanding, which is the total number of Shares outstanding as of
November 16, 2023
Ault Alliance is reported to beneficially own an aggregate amount
of 30,320,005 shares. This represents 91.02% of RiskOn
International, Inc.'s common stock
Affiliated entity, Ault Lending, LLC, is reported to own an
aggregate amount of 489,757 shares, constituting approximately
14.07% RiskOn's Common Stock.
Milton C. Ault, III, associated with Ault Alliance, Inc., is
reported to beneficially own an aggregate amount of 30,355,480
shares, representing 91.13% of RiskOn's Common Stock.
Henry C.W. Nisser is reported to beneficially own an aggregate
amount of 182,871 shares, representing 4.99% RiskOn's Common
Stock.
Ault Alliance Inc. may be reached at:
MILTON C. AULT, III
AULT ALLIANCE, INC.
11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 240
LAS VEGAS, NV 89141
Tel: (949) 444-5464
A full-text copy of the Schedule 13D Report is available at
https://tinyurl.com/2vdnxhta
About RiskOn International
Founded in 2011, RiskOn International, Inc. (formerly known as
BitNile Metaverse, Inc.) owns 100% of BNC, including the
BitNile.com metaverse platform. The Platform, which went live to
the public on March 1, 2023, allows users to engage with a new
social networking community and purchase both digital and physical
products while playing 3D immersive games. In addition to BNC, the
Company also owns two non-core subsidiaries: approximately 66% of
Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and
approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn
also owns approximately 70% of White River Energy Corp (OTCQB:
WTRV).
RiskOn reported a net loss of $87.36 million on zero revenue for
the year ended March 31, 2023, compared to a net loss of $10.55
million on $27,182 of revenues for the year ended March 31, 2022.
As of March 31, 2023, the Company had $23.77 million in total
assets, $37.72 million in total liabilities, and a total
stockholders' deficit of $13.94 million.
New York, New York-based RBSM LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
July 14, 2023, citing that the Company has suffered recurring
losses from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going
concern.
ROCKHOUSE LIVE: Carol Fox of GlassRatner Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Carol Fox of GlassRatner
as Subchapter V trustee for Rockhouse Live Key West, LLC.
Ms. Fox will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Fox declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Carol Fox
GlassRatner
200 East Broward Blvd., Suite 1010
Fort Lauderdale, FL 33301
Tel: 954.859.5075
Email: cfox@brileyfin.com
About Rockhouse Live Key West
Rockhouse Live Key West, LLC owns and operates a bar and live music
venue in Key West, Fla.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19183) with up to $10
million in both assets and liabilities. Zach Bair, authorized
representative, signed the petition.
Judge Corali Lopez-Castro oversees the case.
Nathan G. Mancuso, Esq., at Mancuso Law, PA, represents the Debtor
as bankruptcy counsel.
ROCKHOUSE LIVE: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized Rockhouse Live Key West LLC to use cash
collateral on an interim basis in accordance with the budget.
Byzfunder NY LLC purportedly holds a security interest in the
personal property of Debtor including cash collateral. As of the
Petition Date, the principal amount owed Byzfunder was $47,625.
The Debtor is permitted to use cash collateral to fund the ongoing
expenses itemized on the budget for the period commencing today and
ending at:
(i) the end of the business day on which the final hearing on the
Motion is scheduled;
(ii) the date on which the Interim Order is stayed or of no further
force and effect; or (iii) the date on which the Court determines
the Debtor is in material breach of the provisions of the Interim
Order.
As adequate protection, the Debtor will (i) pay to Byzfunder
monthly interest payments in the amount of $400 per month payable
on the first day of each month commencing December 1, 2023, and
(ii) deliver the Debtor's post-petition bank statements reflecting
its post-petition monthly receipts & disbursements to Byzfunder by
the fifth day of each month for the preceding calendar month, until
chapter 11 plan confirmation, case dismissal, or further Court
order.
Byzfunder's lien on the Debtor's cash collateral (to the extent
valid and enforceable) will be subject to and junior to all unpaid
fees due the Office of the United States Trustee pursuant to 28
U.S.C. section 1930 and all unpaid fees required to be paid to the
Clerk of the Bankruptcy Court.
A final hearing on the matter is set for December 7, 2023 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=Mx2QxO
from PacerMonitor.com.
About Rockhouse Live Key West LLC
Rockhouse Live Key West LLC owns and operates a bar and live music
venue.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19183. In the
petition signed by Zach Bair, authorized representative, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Corali Lopez-Castro oversees the case.
Nathan G. Mancuso, Esq., at Mancuso Law, PA., represents the Debtor
as legal counsel.
RODS CUSTOM: Michael Carmel Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 14 appointed Michael Carmel of Michael
W. Carmel, Ltd. as Subchapter V trustee for Rods Custom Workroom
LLC.
Mr. Carmel will be paid an hourly fee of $550 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Carmel 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 W. Carmel
Michael W. Carmel, Ltd.
80 E. Columbus Ave
Phoenix, AZ 85012-4965
Phone: 602-264-4965
Fax: 602-277-0144
Email: michael@mcarmellaw.com
About Rods Custom
Rods Custom Workroom, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No.
23-08017) on Nov. 7, 2023, with up to $50,000 in both assets and
liabilities.
Judge Eddward P. Ballinger Jr. oversees the case.
Jacob R. Goodman, Esq. of Goodman Law Practice PLC represents the
Debtor as legal counsel.
RWDY INC: Receivables Purchasers Say Plan Not Feasible
------------------------------------------------------
Goat Advance LLC, Reliance Financial, Spin Capital, LLC, Mynt
Advance, Reserve Capital Management, and Slate Advance filed an
objection to approval of the Modified Disclosure Statement in
Support of Debtor's Plan of Reorganization of RWDY, INC.
Between March 2022 and September 2022, each of Goat Advance, et
al., purchased receivables from RWDY, Inc.
On Dec. 21, 2022, RWDY commenced this bankruptcy case by filing a
voluntary chapter 11 petition in this Court.
Each of the Purchasers timely filed separate proofs of claim in
RWDY's bankruptcy case. Collectively, the Purchasers' claims total
nearly $14 million.
The Purchasers point out that the disclosure statement lacks
adequate information regarding the latter.
* The Disclosure Statement contains at least two misstatements
regarding the Purchasers. First, it states that the Purchasers'
claims are valued at zero for the purposes of voting on the Plan.
Second, it states without qualification that "the Debtor did not
receive funds or anything else of value in connection with the
[Purchaser's] filed claims." Neither is true. The Disclosure
Statement should be corrected to give creditors and other parties
in interest adequate information regarding these matters.
* The Disclosure Statement and Plan, however, state that the
Purchasers will not be allowed to vote. This is not true; the
Debtor does not have the unilateral ability to determine which
votes will count. As such, the Disclosure Statement does not
provide adequate information about the voting process in this case.
* At a minimum, the Court should require the Debtor to amend the
Plan and Disclosure Statement to provide that if the Debtor objects
and if there is either no ruling on the objection or the
Purchaser's claims are not temporarily allowed prior to a Voting
Deadline, then the Purchasers will not be allowed to vote.
* Further, the Debtor's statements in the Disclosure Statement
make apparent that the Debtor wants to disenfranchise the
Purchasers. To protect their rights against the Debtor's
machinations, the Purchasers request that if the Disclosure
Statement is approved, the Court's solicitation order include
voting record dates, as well as a deadline for bringing a motion to
estimate, allowance for provisional ballots filed pending a motion
to estimate, and a proposed hearing date on motions to estimate
prior to the confirmation hearing.
* The Disclosure Statement also states, unequivocally, that "the
Debtor did not receive funds or anything else of value in
connection with the [Purchaser's] filed claims." This is a highly
contested fact that the Purchasers deny and will contest in any
matter or proceeding brought in this case by the Debtor and/or any
other party in interest -- which, notably have not been brought to
date. As such, the Disclosure Statement does not provide adequate
information about the likelihood of the holders of Class 6 claims
participating in the Plan's distributions.
The Purchasers further point out that the Disclosure Statement
cannot be approved because the Plan is infeasible.
* The Plan obviously discriminates against holders of Class 6
Claims. For example, if a Purchaser's claim is determined to be
unsecured, it shall receive interest on its claim at a rate of 3.5%
and its pro rata share of $10,000 a month.
* Other holders of unsecured claims, however, either have their
claims paid in full soon after the "Effective Date,"28 or with
5.25% interest over a period of 9.5 years. In fact, the holders of
Class 5 claims (i.e., the unsecured creditors receiving 5.25%
interest over 9.5 years) have a smaller total claims pool (less
than $12.25 million), but receive a higher interest rate (5.25%)
and a higher monthly distribution ($136,853) than the Purchasers'
potentially unsecured claims.
* Thus, in the event the Purchasers are deemed to hold unsecured
claims, they would share common priority and rights against the
Debtor's estate as the Debtor's other unsecured creditors but would
receive vastly different treatment. There is no justifiable reason
(business or otherwise) for differentiating between the Purchasers
and other unsecured creditors in this scenario.
* The Plan is infeasible because if the Purchasers' and/or
(Cannon's) claims are allowed, then the Plan will extend ad
infinitum. For example, if all the Purchasers' and (Cannon's)
claims are allowed as unsecured, the monthly interest payment alone
would be $51,362. Thus, the proposed $10,000 distribution would
not even cover monthly interest.
* At this point in this chapter 11 case, each of the Purchasers'
claims is deemed allowed. 11 U.S.C. Sec. 502(a). Accordingly, the
Plan, if confirmed, cannot be performed because it provides for the
payment of the Purchasers' ad infinitum with the amount of their
claims only growing. The Plan is therefore infeasible, and the
disclosure statement cannot be approved.
Attorneys for Goat Advance LLC, Reliance Financial, Spin Capital,
Mynt Advance, Reserve Capital Management, and Slate Advance:
J. Eric Lockridge, Esq.
Katilyn M. Hollowell, Esq.
Broocks M. Wilson, Esq.
KEAN MILLER LLP
II City Plaza
400 Convention St., Suite 700
P. O. Box 3513
Baton Rouge, LA 70821-3513
Tel: (225) 389-0999
Fax: (225) 388-9133
E-mail: eric.lockridge@keanmiller.com
katie.hollowell@keanmiller.com
mack.wilson@keanmiller.com
- and -
Shanna M. Kaminski, Esq.
KAMINSKI LAW, PLLC
30 W. 24th St., 9th Fl.
New York, NY 10010
Tel: (248) 462-7111
E-mail: skaminski@kaminskilawpllc.com
About RWDY Inc.
RWDY Inc. -- https://www.rwdyinc.com/ -- is an oil and energy
company based out of 1302 Dekort St, Copperas Cove, Texas.
RWDY filed a petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 22-11308) on Dec. 21, 2022, with $10
million to $50 million in both assets and liabilities. Mark Allen,
manager, signed the petition.
Judge John S. Hodge oversees the case.
The Debtor tapped Robert W. Raley, Esq., at Ayres, Shelton,
Williams, Benson & Paine, LLC as legal counsel; Leland G. Horton,
Esq., at Bradley Murchison Kelly & Shea LLC as special counsel; and
Postlethwaite & Netterville, APAC as accountant.
SAN TAN AIR: Fine-Tunes Plan Documents
--------------------------------------
San Tan Air Conditioning Comfort Professionals, Inc., submitted a
First Amended Plan of Reorganization dated November 19, 2023.
The Debtor has provided projections that 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).
The Debtor's Plan of Reorganization proposes to pay certain claims
in full on the Effective Date, and distribute funds to unsecured
creditors from profit generated by future business operations.
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, as reflected on Exhibit C (Income and Expense
Projections) and Exhibit E (Summary of Anticipated Distributions to
Class 4 Unsecured Creditors Pursuant to Debtor's Plan).
Alternatively, non-priority, unsecured creditors holding allowed
claims of $5,500 or less can opt-in to Class 3. Creditors who
choose to opt-in to Class 3 will receive prompt payment of 60% of
their allowed claim (Debtor expects payment pursuant to Class 3
will occur on February 1, 2024, if this Plan is confirmed without
delay), as reflected on Exhibit D (Summary of Distribution to Class
3 (Opt-In) Unsecured Creditors Pursuant to Debtor's Plan).
The Amended Plan does not alter the proposed treatment for
unsecured creditors and the equity holder:
* 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 First Amended Plan dated November 19, 2023
is available at https://urlcurt.com/u?l=SRHWYy 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 Aug. 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.
SEATTLE SOLUTIONS: Hires Bush Kornfeld as Bankruptcy Counsel
------------------------------------------------------------
Seattle Solutions LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Washington to employ Bush Kornfeld, LLP
as bankruptcy counsel.
The firm's services include:
(a) advising the Debtor of its rights, duties, responsibilities
and powers in the Chapter 11 Case;
(b) assisting, advising, and representing the Debtor relative to
the administration of the Chapter 11 Case;
(c) attending meetings and conferences and otherwise
communicating and negotiating with representatives of creditors and
other parties in interest as to matters arising in or related to
the Chapter 11 Case;
(d) assisting the Debtor in the formulation, preparation,
drafting, negotiating and obtaining approval of a Subchapter V plan
of reorganization;
(e) assisting the Debtor in the review, analysis, negotiation
and approval of any financing or funding agreements;
(f) taking all necessary actions to protect and preserve the
interests of the Debtor, its business operations and its bankruptcy
estate, including, without limitation, the prosecution of actions
against third parties;
(g) reviewing, analyzing, evaluating and (where appropriate)
filing objections to claims filed or asserted against the Debtor in
the Chapter 11 Case;
(h) assisting the Debtor in the review, analysis, negotiation
and approval of any transactions as an alternative to confirmation
of plans of reorganization;
(i) preparing on behalf of the Debtor all appropriate and
necessary motions, applications, responses, replies, answers,
orders, reports, and other papers and pleadings in support and
furtherance of the Chapter 11 Case;
(j) appearing, as appropriate, before this Court, appellate
courts, and other courts or regulatory bodies in which matters may
be heard and to protect the interests of the Debtor before said
courts, regulatory bodies and the United States Trustee; and
(k) performing such other legal services as may be required or
deemed to be in the interests of the Chapter 11 Case, the Debtor
and the bankruptcy estate.
The firm will be paid at these rates:
Attorneys $380 to $625 per hour
Paralegals $100 to $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm hold a retainer of $8,752.75.
Richard B. Keeton, Esq., a partner at Bush Kornfeld, disclosed in a
court filing that her firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Richard B. Keeton, Esq.
Bush Kornfeld, LLP
601 Union Street, Suite 5000
Seattle, WA 98101
Telephone: (206) 292-2110
Email: rkeeton@bskd.com
About Seattle Solutions LLC
Seattle Solutions LLC owns a leasehold interest in a commercial
real property located at 2205 116th Street S., Tacoma, WA.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41877) on October
27, 2023. In the petition signed by Keshav Sharma, managing member,
the Debtor disclosed $832,478 in assets and $4,112,643 in
liabilities.
Judge Mary Jo Heston oversees the case.
Richard B. Keeton, Esq., at Bush Kornfeld LLLP, represents the
Debtor as legal counsel.
SMILEDIRECTCLUB INC: Committee Hires Paul Hastings as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of SmileDirectClub,
Inc. and its affiliates seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Paul Hastings
LLP as counsel.
The firm will provide these services:
(a) advise the Committee with respect to the Committee's powers
and duties under section 1103 of the Bankruptcy Code;
(b) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors;
(c) assist the Committee with respect to its analysis of claims
against the Debtors, negotiations with holders of claims, and the
potential objections to the priority, amount, subordination or
avoidance of claims and/or transfers of property in consideration
of such claims;
(d) assist the Committee in its review, analysis and negotiation
of any potential compromises or settlements and the assumption and
rejection or executory contracts and unexpired leases;
(e) advise the Committee with respect to, and take all necessary
actions to protect and preserve, the interests of the Committee and
unsecured creditors generally, including the Committee's (i)
analysis and investigation of potential claims and causes of
action, including, without limitation, an analysis and
investigation of prepetition transactions involving third parties,
any avoidance actions and any other potential claims or causes of
action of the Debtors and/or the Debtors' estates, (ii) potential
prosecution of any claims or causes of action on behalf of the
Committee and the Debtors' estates, (iii) negotiations concerning
all litigation in which the Debtors are involved or impacted, and
(iv) the performance of other diligence and independent analysis as
may be requested by the Committee;
(f) assist the Committee in connection with any proposed sale of
any of the Debtors' assets or businesses;
(g) assist the Committee in connection with any chapter 11 plan,
disclosure statement and related documentation that may be filed in
the Chapter 11 Cases;
(h) represent the Committee in connection with matters generally
arising in these Chapter 11 Cases, including in connection with any
hearings, conferences, mediations or other proceedings pending
before the Court, any other federal, state or appellate court, or
the Office of the United States Trustee, as well as any other
ancillary proceedings related to or in connection with the Debtors
and/or the Chapter 11 Cases, including the Chapter 15 proceedings
and any proceedings related to the Debtors pending in non-U.S.
jurisdictions;
(i) review, analyze and/or prepare, on behalf of the Committee,
any pleadings, including without limitation, motions, applications,
orders, memoranda, complaints, answers, objections, replies,
responses, and papers with respect to any of the foregoing;
(j) assist and advise the Committee in its consultations,
meetings and negotiations with the Debtors, creditors and other
parties-in-interest;
(k) respond to inquiries, as appropriate, from individual
creditors and customers as to the status of, and developments in,
these Chapter 11 Cases; and
(l) perform all other legal services as may be required or
otherwise requested by the Committee in connection with the Chapter
11 Cases.
The firm will be paid at these rates:
Partners $1,440 to $2,215 per hour
Of Counsel $1,390 to $2,060 per hour
Associates $800 to $1,360 per hour
Paraprofessionals $340 to $595 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Committee and Paul Hastings expect to work
together to develop a budget and staffing plan for
the Chapter 11 Cases.
James Grogan III, Esq., a partner at Paul Hastings, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James T. Grogan III, Esq.
Paul Hastings LLP
600 Travis Street, 58th Floor
Houston, TX 77002
Telephone: (713) 860-7300
Email: jamesgrogan@paulhastings.com
About SmileDirectClub, Inc.
SmileDirectClub, Inc. (Nasdaq: SDC) --
http://www.SmileDirectClub.com/-- is an oral care company and
creator of the first medtech platform for teeth straightening.
Through its cutting-edge telehealth technology and vertically
integrated model, SmileDirectClub is revolutionizing the oral care
industry. Its mission is to democratize access to a smile each and
every person loves by making it affordable and convenient for
everyone. SmileDirectClub is headquartered in Nashville,
Tennessee.
SmileDirectClub and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90786) on Sept. 29, 2023. In the petition signed by its chief
financial officer, Troy Crawford, SmileDirectClub disclosed
$498,712,000 in assets and $1,051,823,000 in liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International, LLP as general bankruptcy counsel; Jackson Walker,
LLP as local bankruptcy counsel; Centerview Partners, LLC as
financial advisor and investment banker; FTI Consulting, Inc., as
restructuring advisor; and Kroll Restructuring Administration, LLC
as notice and claims agent.
SPEED TRANS: Unsecureds Get $15K Per Month Until Fully Paid
-----------------------------------------------------------
Speed Trans, LLC, submitted a 1st Amended Plan of Reorganization.
The decrease in revenue resulted in the Debtor falling behind on
its financial obligations. On June 30, 2023, Commercial Credit
Group ("CCG"), as a holder of the secured notes on 74
trucks/trailers, seized 3 of the trucks which are necessary for the
continuation of the business. Negotiations between debtor and CCG
were not successful and CCG was attempting repossession of
additional tractors. The Debtor filed an emergency Chapter 11
bankruptcy on July 11, 2023 to prevent further repossession of the
additional tractors/trucks.
The Debtor filed a Motion for Interim Use of Cash Collateral on
July 14, 2023, and an order was entered on July 19, 2023 granting
the motion. A final hearing was set for August 4, 2023. On August
1, 2023 this court entered an Order granting Debtor's Motion for
Final Order Authorizing Use of Cash Collateral. The Debtor filed a
Motion to Reject the Contract with RTS Financial Services, Inc. on
July 21, 2023, which was granted on July 25, 2023 following a
hearing on the matter. An Application to Employ Neeleman Law Group,
P.C. as Counsel for the Estate was filed on September 5, 2023 to
allow counsel to represent the Debtor in this proceeding, and an
order granting the application was signed on Sept. 6, 2023.
Creditor, Colco, LLC, filed a Motion for Order Compelling Rejection
of Lease and Granting Relief from the Automatic Stay on September
5, 2023. The Debtor objected to the Motion and a hearing was held
on Sept. 28, 2023. The motion was denied.
Under the Plan, Class 5 General Unsecured Claims will be paid a pro
rata share of $15,000 per month beginning August 5, 2025. Claims
will be paid an amount sufficient to return 100% to all general
unsecured claims. Interest will accrue at the rate of 5.36%.
Class 5 is impaired.
The Plan will be funded with revenue from the Debtor's operation.
Attorney for Speed Trans, LLC:
Jennifer L. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
1403 8th St.
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
A copy of the Plan of Reorganization dated Nov. 22, 2023, is
available at https://tinyurl.ph/tJTfU from PacerMonitor.com.
About Speed Trans
Speed Trans, LLC, has operated freight hauling operations providing
transport services primarily to commercial accounts and businesses
located in the state of Washington and throughout the US.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41110) on July 10,
2023. In the petition signed by Arashdeep Singh, owner, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Mary Jo Heston oversees the case.
Jennifer L. Neeleman, Esq., at Neeleman Law Group, PC, is the
Debtor's legal counsel.
SPENCER CT W2: Case Summary & 11 Unsecured Creditors
----------------------------------------------------
Debtor: Spencer CT W2 LLC
6343 Magnolia Avenue
Yucaipa CA 92506
Case No.: 23-15544
Business Description: Spencer CT W2 is a real estate developer in
California.
Chapter 11 Petition Date: November 29, 2023
Court: United States Bankruptcy Court
Central District of California
Debtor's Counsel: Antoniette Jauregui, Esq.
LAW OFFICE OF ANTONIETTE JAUREGUI
1894 Commercenter W. Suite 108
San Bernardino CA 92408
Tel: (909) 890-2350
Fax: (909) 890-0106
Email: AJProbateLaw@gmail.com
Total Assets: $6,000,000
Total Debts: $8,000,000
The petition was signed by Shahvand Aryana as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/EPBVILY/Spencer_CT_W2_LLC__cacbke-23-15544__0001.0.pdf?mcid=tGE4TAMA
STANADYNE LLC: Court Confirms Committee's Plan
----------------------------------------------
Judge Thomas M. Horan has entered an order approving and confirming
the official committee of unsecured creditors' Combined Disclosure
Statement and Chapter 11 Plan of Liquidation dated Sept. 25, 2023,
of debtor SL Liquidation LLC, et al.
All objections that have not been withdrawn or resolved prior to
the entry of this Confirmation Order, are deemed withdrawn with
prejudice.
As evidenced by the Voting Declaration, the only classes eligible
to vote whether to accept or reject the Plan, Classes 3, 4 and 5
voted to accept the Plan. Specifically, (i) all of the Class 3
Ballots received by the Voting Agent voted to accept the Plan; (ii)
94.87% of the Class 4 Ballots received by the Voting Agent,
representing 99.92% of the amount of Class 4 claims, voted to
accept the Plan; and (iii) 86.89% of the Class 5 Ballots received
by the Voting Agent, representing 87.36% of the amount of Class 5
claims, voted to accept the Plan and, according to the Solicitation
Procedures Order, the Plan is deemed accepted by the Holders of
such Claims in such Class.
The Plan was negotiated at arm's-length by the Committee, and
certain other creditors and parties in interest, and without
collusion with any person or entity. The Plan has been proposed in
good faith and not by any means forbidden by law, thereby
satisfying Section 1129(a)(3) of the Bankruptcy Code. The unanimous
support for the Plan by the holder of a claim in Class 3 and the
affirmative votes by holders of claims in Classes 4 and 5 in
support of confirmation further demonstrates that the Plan was
proposed in good faith.
Five of the six classes under the Plan have either voted to accept
the Plan, are deemed to have accepted the Plan, or are unimpaired
under the Plan. Holders of claims in Classes 1 and 2 are
unimpaired and deemed to accept, holders of claims in Class 3 have
unanimously voted to accept the Plan, and holders of claims in
Classes 4 and 5 voted to accept the Plan. Holders of interests in
Class 6 are deemed to reject. Nevertheless, with respect to Class
6, the Plan is confirmable because it satisfies Section 1129(b)(1)
of the Bankruptcy Code with respect to such non-accepting Class.
The Plan does not "discriminate unfairly" with respect to Class 6,
which is the only Impaired Class under the Plan that has not
accepted the Plan. In addition, the Plan is "fair and equitable"
under Section 1129(b) of the Bankruptcy Code with respect to Class
6 because no Holder of an interest that is junior to the Equity
Interests in Class 6 is receiving or retaining any property under
the Plan on account of such interest. Thus, the Plan may be
confirmed notwithstanding the deemed rejection of the Plan by Class
6.
Plan of Liquidation
The official committee of unsecured creditors filed a Combined
Disclosure Statement and Plan of Liquidation for debtor Stanadyne
LLC, et al., dated September 25, 2023.
This Plan contemplates the establishment of a trust by and through
which a Liquidating Trustee will liquidate the Debtors' remaining
assets, either through collection, or litigation and collection,
for distribution to holders of allowed claims.
On April 27, 2023 the Debtors filed a motion to set bidding
procedures for the sale of the Debtors' assets. On May 8, 2023,
the Debtors (other than Stanadyne PPT Group Holdings, Inc.) and the
Prepetition Secured Lenders entered into a proposed asset purchase
agreement (the "Stalking Horse Bid"). The purchaser, an affiliate
of the Prepetition Secured Lenders offered to purchase
substantially all of the Debtors' assets, including the Debtors'
equity in the Foreign Non-Debtor Affiliates, free and clear of all
claims, liens and encumbrances pursuant to 11 U.S.C. Sec. 363 in
exchange for (i) the assumption of certain liabilities; (ii)
certain cash consideration to be satisfied (A) in part by way of a
credit bid of a portion of the Debtors' obligations under the
Financing Agreement and (B) the remainder by the Purchaser's
assumption of the Restructured Indebtedness (as defined in the
Asset Purchase Agreement) at the Closing; and (iii) the Cash
Deficiency Amount (as defined in the Asset Purchase Agreement) if
necessary to fund the Wind-Down Budget (all as more specifically
set forth in the Asset Purchase Agreement). In addition, the
Purchaser agreed to assume certain liabilities and provide the
funds for the settlement with the Committee pursuant to the Term
Sheet.
Between the filing of the Sale Motion and May 15, 2023, the
Committee, the Debtors, and Cerberus negotiated the bidding and
sale procedures, and on May 16, 2023, the Bankruptcy Court entered
an Order approving the bidding and sale procedures.
Despite extensive marketing, which included Angle contacting more
than 150 potentially interested parties and approximately 50
parties expressing further interest, the Debtors did not receive
any offers for substantially all (or even less than all) of the
Debtors' assets prior to the June 21, 2023 bid deadline.
On June 22, 2023, the Debtors filed a notice of cancellation of the
auction, and the Purchaser was designated the successful bidder for
substantially all of the Debtors' assets.
Under the Plan, Class 4: General Unsecured Claims total
approximately $34.4 mil. to $23.6 mil. and will recover 0% to 10.6%
of their claims. Subject to the right to opt into Class 5, each
Holder of an Allowed General Unsecured Claim, which "all include
the PBGC Claim, "all receive a Pro Rata Distribution from the
Initial Distribution Fund after payment in full of all Allowed
Administrative Expenses, Allowed Priority Tax Claims, Allowed
Non-Tax Priority Claims, and Allowed Secured Claims, and after the
Distribution to Allowed Convenience Class Claims as set forth
herein. Following exhaustion of the Initial Distribution Fund,
Holders of Allowed Class 4 Claims, "all receive their respective
Pro Rata "ares (taking into account only such remaining unpaid
amounts following the exhaustion of the Initial Distribution Fund)
of all subsequent Distributions made to holders of Allowed General
Unsecured Claims from the Liquidating Trust. The PBGC "all have no
other Claim against the Debtors except for the PBGC Claim, provided
however that the foregoing "all not limit, impair or modify the
PBGC's rights under Section 5.2 of the Sale Order. Class 4 Claims
are impaired.
"Initial Distribution Fund" means $2,625,000 available for payment
on account of all Allowed Claims other than the Cerberus Deficiency
Claim.
Class 5: Convenience Claims total $1,100,000 and will recover 10%
of their claims. Subject to the right to opt into Class 4,
Convenience Class Claims are unsecured claims that have been
asserted in an amount of $20,000 or less. Unless a Convenience
Class Claim is the subject of an objection on the Effective Date or
has been satisfied, it "all be deemed Allowed and not subject to
objection, and the Holder of such Convenience Class Claim "all
receive a Distribution of 10% of the amount of its Allowed
Convenience Class Claim. Such Distribution will be made from the
Initial Distribution Fund as soon after the Effective Date as is
reasonably practicable but in no event prior to payment in full (or
the establi"ment of reserves sufficient to allow payment in full)
of all Allowed Administrative Expenses, Allowed Priority Tax
Claims, Allowed Priority Non-Tax Claims, and Allowed Secured
Claims. In the event that a Convenience Class Claim Holder has
opted into Class 5 and an objection to the Claim is pending on the
Effective Date, the Holder of such Claim "all receive a
Distribution of 10% of the amount of its Allowed Convenience Claim
from the Initial Distribution Fund as soon as reasonably
practicable after the Claim is Allowed. Class 5 Claims are
impaired.
Unsecured Creditors' Rights to Opt In/Out of Classes 4 and 5. At
any time prior to the Voting Deadline, any Holder of a General
Unsecured Claim in Class 4 may opt into Class 5, and any Holder of
a Convenience Class Claim may opt into Class 4. At any time prior
to the Voting Deadline, a Holder of a Class 4 General Unsecured
Claim (which is, by definition, asserted for more than $20,000) may
elect to have its claim treated as a Class 5 Convenience Class
Claim. Upon such election, if no objection to the Allowance is
pending on the Effective Date, the Claim will be reduced in amount
to $20,000, and will be deemed an Allowed Convenience Class Claim
(i.e., not be subject to an objection if its claim is not the
subject of an objection on the Effective Date) in that amount, and
the holder will receive a distribution of 10% (i.e., $2,000) on or
as soon after the Effective Date as is reasonably practicable. Any
Holder of a Class 4 General Unsecured Claim that opts into Class 5
and to have its Claim treated as a Convenience Class Claim will not
receive any further distribution regardless of the Distributions
made to Allowed Class 4 General Unsecured Claims.
Similarly, at any time prior to the Voting Deadline, any Holder of
a Convenience Class Claim (which is, by definition, asserted for
$20,000 or less) may opt into Class 4 to have its Claim treated as
a General Unsecured Claim. Upon such election, the amount of the
Claim on the Effective Date will be deemed Disputed. As such, the
Holder of such a Claim will not receive a Distribution on the
Effective Date and will only receive a Distribution in accordance
with the treatment of Class 4 Claims after the Claim is Allowed.
For the avoidance of doubt, a Holder of a Claim that is eligible to
and does properly opt out of Convenience Class will, after the
Claim is Allowed, be entitled to receive a distribution pro rata to
other Class 4 Claims.
On the Effective Date the Debtors will be deemed to have
transferred all of their remaining Assets (including Insider
Avoidance Actions and Non-Go-Forward Creditor Commercial Tort
Claims), other than Assets waived pursuant to the Term Sheet and
Section 6.02 below and Windsor Property to the Liquidating Trust
for Distribution in accordance herewith. The Confirmation Order
shall be deemed to, pursuant to sections 363 and 1123 of the
Bankruptcy Code, authorize, among other things, all actions as may
be necessary or appropriate to effectuate any transaction described
in, approved by, contemplated by, or necessary to effectuate the
Plan. Following the Effective Date, the Liquidating Trustee shall
take all actions reasonably necessary to dissolve the Debtors under
any applicable laws. For the avoidance of doubt, the Debtor
Professional Escrow and Professional Fee Reserve will not be
transferred to the Liquidating Trust.
Counsel to the Official Committee of Unsecured Creditors:
Jeffrey R. Waxman, Esq,
Eric J. Monzo, Esq,
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
E-mail: jwaxman@morrisjames.com
emonzo@morrisjames.com
-and-
Adam C. Rogoff, Esq.
Rose Hill Bagley, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone: (212) 715-9100
E-mail: arogoff@kramerlevin.com
rbagley@kramerlevin.com
A copy of the Order dated November 22, 2023, is available at
https://tinyurl.ph/rVPRn from PacerMonitor.com.
A copy of the Plan of Liquidation dated November 22, 2023, is
available at https://tinyurl.ph/xwzcy from PacerMonitor.com.
About Stanadyne LLC
Stanadyne LLC is a global automotive technology offering
engine-based fuel and air management systems. Stanadyne is a
developer and manufacturer of fuel pumps and fuel injectors for
diesel and gasoline engines.
Stanadyne and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10207) on
Feb. 16, 2023. In the petition signed by CEO John Pinson, the
Debtor disclosed up to $500 million in both assets and
liabilities.
Judge John T. Dorsey oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP, and Hughes
Hubbard and Reed LLP as co-general bankruptcy counsel; Kroll, LLC,
as financial advisor; and Kurtzman Carson Consultants LLC as
claims, noticing, and balloting agent and administrative advisor.
STICKY HOLSTERS: Unsecureds to Get Share of Income for 3 Years
--------------------------------------------------------------
Sticky Holsters, Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Plan of Reorganization for Small
Business dated November 20, 2023.
The Debtor is a Florida corporation that was founded in 2010 by
Michael Christoff, a former decorated SWAT officer who wanted a
simpler option for everyday carry. The Debtor manufactures various
designs of holsters for concealed weapons, which it sells through a
network of distributors and retail sales throughout the United
States.
This Plan of Reorganization proposes to pay creditors of the Debtor
from (i) existing cash on hand on the Effective Date; (ii)
projected disposable income remaining after the payment of
operating expenses; and (iii) the confirmation deposit.
Specifically, the distributions to Class 3 unsecured creditors will
be fixed payments based upon projected disposable income as set
forth in Section 1191(b) of the Bankruptcy Code remaining after
payment of operating expenses and senior claims.
Class 2 consists of all nonpriority, unsecured claims. Every holder
of an allowed non-priority, noninsider unsecured claim against the
Debtor shall receive its pro-rata share of projected disposable
income, as defined in Sections 1191(c)(2)(A) of the Bankruptcy
Code, remaining after payment of operating expenses and senior
claims. Payments shall be made on a quarterly basis over a period
of 3 years or 12 quarters, commencing on the first day of the
calendar quarter following the Effective Date.
The garnishment lien in favor of the United States, Department of
Justice, Internal Revenue Service, in the current amount of
approximately $334,000 shall attach to (and only to) any and all
Class 2 distributions made to or on account of any allowed claim or
interest of Albert Wagner or James Murray. Class 2 is impaired by
the Plan.
Class 3 is comprised of all equity interests in the Debtor.
Existing equity security holders will be cancelled as of the
Effective Date and 100% of postEffective Date equity interests will
be issued to Michael Christoff in exchange for the confirmation
deposit. No distributions will be made to postEffective Date
equity security holders until the distributions to Class 2 have
been made.
Payments required under the Plan will be funded from (i) existing
cash on hand on the Effective Date; (ii) projected disposable
income remaining after the payment of operating expenses; and (iii)
a confirmation deposit to be provided by Mr. Michael Christoff.
A full-text copy of the Plan of Reorganization dated November 20,
2023 is available at https://urlcurt.com/u?l=lg3xJk from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Stephen R. Leslie, Esq.
Stichter, Riedel, Blain & Postler, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Telephone: (813) 229-0144
Email: sleslie@srbp.com
About Sticky Holsters
Sticky Holsters, Inc., manufactures various designs of holsters for
concealed weapons, which it sells through a network of distributors
and retail sales throughout the United States.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00962) on Aug. 21,
2023, with $500,001 to $1 million in both assets and liabilities.
Judge Caryl E. Delano oversees the case.
Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Postler,
P.A., is the Debtor's legal counsel.
STONY POINT: Court OKs Cash Collateral Thru Feb 2024
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Stony Point Ambulance Corps, Inc. to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance, through February 6, 2024.
The Debtor represents that the JTS Capital Realty 3 LLC has duly
perfected senior security interests, in all of the Debtor's real
and personal property, including the proceeds thereof, by virtue of
the liens granted to them under the First and Second Mortgage,
Security Agreements and ALR’s and the filing of a UCC-1 and UCC-3
Financing Statements evidencing such interests.
The respective liens and security interests held by JTS Realty in
the respective Debtor's cash and properties may constitute cash
collateral within the meaning of U.S.C. section 363(a).
As adequate protection, JTS Realty is granted additional
non-avoidable replacement liens in the cash collateral, to the
extent that said liens were valid, perfected and enforceable as of
the Filing Date and in the continuing order of priority of the
Pre-Petition Liens without determination herein as to the nature,
extent and validity of said pre-petition liens and claims, and
solely to the extent Collateral Diminution occurs during the
Chapter 11 case, subject to:
(i) the claims of Chapter 11 professionals duly retained, not
to exceed $50,000, to the extent awarded pursuant to 11 U.S.C.
Sections 330 or 331 or pursuant to any monthly fee order entered in
the Chapter 11 case;
(ii) United States Trustee fees pursuant to 28 U.S.C. Section
1930 and interest pursuant to 31 U.S.C. Section 3717;
(iii) the claim of the Subchapter V trustee to the extent
awarded pursuant to 11 U.S.C. Sections 330 and 331, not to exceed
$7,500; and
(iv) the payment of any claim of any subsequently appointed
Chapter 7 trustee not to exceed $10,000; and
(v) estate causes of action and the proceeds of any recoveries
of estate causes of action under Chapter 5 of the Bankruptcy Code.
As additional adequate protection for the use of Cash Collateral
the Debtor will pay to JTS Realty monthly debt service payments of
$31,220, which will be applied to the outstanding debt at the
contract (non-default) rate of interest. The adequate protection
payments will be due and paid no later than the 15th day of each
month commencing November 15, 2023.
In the event that the Debtor's should close on the sale of the
Debtor's real property located at 6 Lee Avenue, Stony Point, New
York, the monthly adequate protection payment will be reduced to
$27,568. However, such reduction in the monthly adequate protection
payment will apply only after JTS Realty receives the gross
proceeds from the sale of the 6 Lee Property in the amount of
$499,000.
To the extent that the Replacement Liens and other relief granted
do not provide JTS Realty with adequate protection of its interest
in the Collateral, JTS Realty will be granted a super-priority
administrative expense claims subject and subordinate only to the
Carve-outs, pursuant to 11 U.S.C. section 507(b).
The Replacement Liens and security interests granted are
automatically deemed perfected upon entry of the Order without the
necessity of JTS Realty having to take possession, file financing
statements, mortgages or other typical security documents.
The Debtor's authorization to use cash collateral will immediately
terminate without further Order on the earlier of:
(a) the entry of an order granting any party relief from the
automatic stay;
(b) the entry of an order dismissing the Chapter 11 proceedings or
converting the proceedings to a case under Chapter 7 of the
Bankruptcy Code;
(c) the entry of an order confirming a plan(s) of reorganization;
or
(d) the entry of an order by which this Order is reversed, revoked,
stayed, rescinded, modified or amended without the consent of JTS
Realty.
A final hearing on the matter is set for February 6, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=Iz2a74
from PacerMonitor.com.
About Stony Point Ambulance Corps
Stony Point Ambulance Corps, Inc. -- https://www.spacems.org is the
official ambulance service for the Town of Stony Point, N.Y. It
offers NYS EMT certification and provides personal growth and
career development opportunities.
Stony Point Ambulance filed Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 23-22654) on Sept. 7, 2023, with $1 million to $10 million
in both assets and liabilities. Eric Huebscher Consulting has been
appointed as Subchapter V trustee.
Judge Sean H. Lane oversees the case.
The Debtor tapped Erica Aisner, Esq., at Kirby Aisner and Curley,
LLP as legal counsel.
STRATEGIES 360: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Strategies 360, Inc. asks the U.S. Bankruptcy Court for the Western
District of Washington for authority to use the cash collateral of
KeyBank National Association on an interim basis and provide
adequate protection.
The use of cash collateral will allow the Debtor to pay the
operating expenses that will allow it to continue its ordinary
course business operations in order to provide the services that
generate additional cash collateral for the benefit of its estate
and creditors. The continued viability of the Debtor's business
will be threatened absent immediate access to cash collateral.
Ronald D. Dotzauer, founder of the Debtor, has led the company to
become the largest public relations firm in Washington State. The
firm has 18 offices and assists clients in addressing urgent issues
like climate change, water rights, population migration, and
technological change.
Dotzauer is a sought-after strategist and is involved in all key
decisions of the Debtor, including finance, operations, and
strategic direction. He has directed successful political campaigns
and served as a key advisor to companies, public agencies, and
non-profit organizations in strategic planning and development. In
October 2023, Eric Sorensen, former Strategies employee and equity
holder, obtained a judgment in the amount of $6.1M against the
Debtor and Dotzauer, resulting from years of litigation. The Debtor
filed the case to restructure the Sorensen Judgment to avoid
irreparable harm to the company and its creditors.
In November 2021, the Debtor and KeyBank entered into a line of
credit agreement under which KeyBank would advance up to $4.5
million to the Debtor under a line of credit secured by a lien in
the Debtor's receivables. The Debtor maintains operating accounts
at KeyBank and, historically, KeyBank swept the Debtor's funds on
deposit, applying them to the KeyBank Loan balance. Through a
series of agreements, the Debtor and KeyBank extended the maturity
date of the Line until November 1, 2023.
Until November 1, 2023, the Debtor had always been current in its
obligations to KeyBank.
As reflected in the Budget, the Debtor has the ability to operate
its business without further need of advances under the KeyBank
Loan line of credit and the Debtor's proposed plan of
reorganization will provide for full payment to KeyBank.
The Debtor is the borrower on the KeyBank Loan with a balance of
approximately $3.7 million as of November 22, 2023. The terms of
the KeyBank Loan are set forth in various loan documents including
the Business Loan Agreement dated March 27, 2023 and Promissory
Note dated November 5, 2021. The KeyBank Note matured on November
1, 2023. Pursuant to a Security Agreement dated November 5, 2021,
the Debtor granted KeyBank a blanket security interest in the
Debtor's personal property to secure the KeyBank Loan. KeyBank
filed a UCC-1 financing statement with respect to the Prepetition
Collateral with the Washington Department of Licensing on October
1, 2019, Filing Number 2019-274-7933-1. The KeyBank Loan is
guaranteed by Dotzauer.
As of November 22, 2023, the Debtor was holding cash in the amount
of $2.2 million and accounts receivable in the amount of $5.277
million, substantially all of which the Debtor believes are
collectable.
The Debtor proposes to provide adequate protection of Keybank's
interest in the Prepetition Collateral, by granting KeyBank a lien
in (a) assets of the same kind, type, and nature as the Prepetition
Collateral in which KeyBank holds a perfected security interest and
which are acquired after the Petition Date; and (b) all proceeds of
the Postpetition Collateral, to secure the amount of any diminution
in KeyBank's interest in Prepetition Collateral as a result of the
Debtor's use of cash collateral.
The Debtor will continue to maintain insurance on their assets as
the same existed as of the Petition Date.
Under section 507(b) of the Bankruptcy Code, all obligations
subject to the Adequate Protection Lien have priority in payment
over all other administrative expenses of the estate other than the
Professional Fund, to the extent that the Adequate Protection Liens
are insufficient to compensate KeyBank for any diminution in the
value of its interests as a result of the Debtor's use of cash
collateral.
A copy of the motion is available at
https://urlcurt.com/u?l=mIDUp7 from PacerMonitor.com.
About Strategies 360, Inc.
Strategies 360, Inc. is a full-service communications firm with
offices in eleven states, the District of Columbia, and British
Columbia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. D.C. Case No. 23-12303-TWD) on November
27, 2023. In the petition signed by John Rosenberg, chief financial
officer, the Debtor disclosed up to $10 million in assets and up to
$50 million in liabilities.
Thomas A. Buford, Esq., at Bush Kornfeld LLP, represents the Debtor
as legal counsel.
STRATIS CORP: Hires Bronson Law Offices as Legal Counsel
--------------------------------------------------------
Stratis Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Bronson Law Offices, P.C. as counsel.
The firm will provide these services:
(a) assist in the administration of the Debtor's Chapter 11
case;
(b) prepare or review operating reports;
(c) set a deadline for filing proofs of claim;
(d) seek court approval to use cash collateral;
(e) review claims and resolve claims, which should be
disallowed; and
(f) assist in reorganizing and confirming a Chapter 11 plan.
The firm will be paid at these rates:
H. Bruce Bronson, Esq. $495 per hour
Paralegal or Legal Assistant $150 to $250 per hour
The firm received a retainer in the amount of $11,738.
As disclosed in court filings, Bronson Law Offices does not
represent any interest adverse to the Debtor and its estate.
The firm can be reached at:
H. Bruce Bronson, Esq.
Bronson Law Offices, P.C.
480 Mamaroneck Ave.
Harrison, NY 10528
Tel: (914) 269-2530
Fax: (888) 908-6906
Email: hbbronson@bronsonlaw.net
About Stratis Corp.
Stratis Corp. owns a restaurant specializing in Italian cuisine.
Stratis Corp. D/B/A Casa Rina Restaurant filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 23-22617) on August 18, 2023. The petition was
signed by Tommy Stratigakas as president. At the time of filing,
the Debtor estimated $172,822 in assets and $1,065,000 in
liabilities.
Judge Sean H. Lane presides over the case.
H Bruce Bronson, Esq. at BRONSONLAW OFFICES PC represents the
Debtor as counsel.
SURGERY CENTER: Moody's Rates New Secured First Lien Loans 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to Surgery Center
Holdings, Inc.'s ("Surgery Partners") new Senior Secured First Lien
Revolving Credit Facility and Senior Secured First Lien Term Loan.
There is no change to the B2 Corporate Family Rating, B2-PD
Probability of Default Rating, and Caa1 ratings on the Senior
Unsecured notes. Moody's will withdraw the ratings on the existing
senior secured first lien credit facilities upon close of the
transaction. The outlook remains stable. There is also no change to
Speculative Grade Liquidity Rating at SGL-1.
On November 27, 2023, Surgery Partners announced that it will
refinance its credit facilities to extend its maturities and at the
same time upsize its Senior Secured First Lien Revolving Credit
Facility from $553.8 million to $703.75 million. The new 5-year
Senior Secured First Lien Revolving Credit Facility and 7-year $1.4
billion Senior Secured First Lien Term Loan will be used to repay
the existing credit facilities and for general corporate purposes.
The refinancing is a credit positive as it will increase the size
of the revolver addressing the expansion of the company and growth
prospects. Additionally, Moody's considers the extensions to be a
credit positive as it lengthens the maturity profile. While Surgery
Partners still has unsecured notes outstanding, the company will
have ample liquidity to repay the low interest notes with cash or
revolver capacity if they are not extended.
RATINGS RATIONALE
Surgery Partners' B2 Corporate Family Rating reflects the company's
elevated but improving leverage due mainly to the company's
aggressive growth strategy and labor and inflationary pressures
that have eased since 2022. Moody's estimates LTM September 30,
2023 leverage to be 6.5x, down from 8.3x at this time last year.
Moody's forecasts that leverage will decline to under 6.0x over the
next 12-18 months driven by organic growth, increased acuity and
contributions from recent acquisitions. However, the rating is
constrained by the elective nature of many of the procedures
performed in Surgery Partners' ambulatory surgery centers (ASCs),
meaning that patients can delay/forego treatment in times of
economic weakness. Further, the risks stemming from exposure to
government payers could lead to future reimbursement pressures.
Moody's expects there to be minimal impact from the GLP-1 drugs on
the short-term, but could see longer term pressure on elective
procedures although it may also be a positive with the shift to the
outpatient setting for healthier populations.
Surgery Partners benefits from its strong market position and
favorable industry fundamentals, as payers including Medicare and
private insurers, continue to drive patients out of hospitals and
into less costly points of care, like ASCs. Growth opportunities
arise from the company's good case mix that favors procedures with
higher reimbursements, and continued investments to enhance its
cardiology and musculoskeletal capabilities. Surgery Partners will
continue to make investments to enhance cardiology and
musculoskeletal capabilities in its facilities through recruitment
of specialists and technological investments (i.e., robotics) which
will add to growth over the coming years.
The stable outlook reflects Moody's view that Surgery Partners has
very strong liquidity to support its future growth prospects and
Moody's favorable view of the longer-term prospects for ambulatory
surgery centers.
The senior secured first lien bank credit facilities are rated Ba3,
two notches above the Corporate Family Rating. The rating reflects
the instruments' priority claim on the assets and the considerable
amount of junior debt below the senior secured borrowings that
would provide first loss absorption. The senior unsecured notes are
rated Caa1, which reflects their junior position to the first lien
debts in the capital structure.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation of very good liquidity over the next 12-18 months.
Surgery Partners had about $236 million of cash as of September 30,
2023, and full availability under the proposed upsized $703.75
million senior secured first lien revolving credit facility less
about $9 million in letters of credit. Moody's anticipates about
$35 million of positive free cash flow in 2023. Free cash flow will
continue to be constrained by high fixed costs including interest
expense, capital expenditures and minority interest dividends. That
said, the company has hedges in place to protect it against rising
interest rates through March of 2025.
Surgery Partner's CIS-4 indicates the rating is lower than it would
have been if ESG risk exposures did not exist. The company's rating
reflects the weight placed on Surgery Partners governance
considerations which reflect the company's financial strategy and
risk management resulting from partial ownership and significant
influence by private equity sponsors. Additionally, Surgery
Partners has exposure to social risks related to demographic and
societal trends driven by meaningful reliance on government payors
and human capital risks due to its skilled labor force.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include less aggressive
financial policies, reduction of debt/EBITDA to below 5.0x and an
improvement in free cash flow.
The ratings could be downgraded if leverage is sustained over 6.0x,
either from operational issues or more aggressive financial
policies, or if liquidity weakens.
Surgery Center Holdings, Inc., headquartered in Brentwood, TN, is
an operator of 154 short stay surgical facilities in 31 states as
of September 30, 2023. The surgical facilities, which include 136
ASCs and 18 surgical hospitals, primarily provide non-emergency
surgical procedures across many specialties. Surgery Center
Holdings, Inc., Inc. also provides ancillary services including
multi-specialty physician practices, urgent care facilities and
anesthesia services. Surgery Center Holdings, Inc. is 46.05% owned
by Bain Capital Private Equity, LP and listed on the NASDAQ.
Revenue is approximately $2.7 billion LTM September 30, 2023.
The principal methodology used in these rating was Business and
Consumer Services published in November 2021.
SUSTAITA ENTERPRISES: Unsecureds Get $7.5K Per Month for 60 Months
------------------------------------------------------------------
Sustaita Enterprises, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas a Chapter 11 Plan of Reorganization
dated November 20, 2023.
After confirmation, Carlos Sustaita, Jesus Sustaita, Juan Sustaita,
and Noemi Lopez will remain the owners of the Debtor with the same
ownership percentage that was in place prior to the Petition Date.
The Plan provides for the Debtor to restructure its debts by
reducing its monthly payments to its secured lenders to the value
of collateral. The Debtor believes that the Plan will ensure
Holders of Allowed Claims will receive greater distributions under
the Plan than they would if the Debtor's Chapter 11 Case was
converted to Chapter 7 and the Debtor's Assets liquidated by a
Chapter 7 Trustee.
Class 16 consists of Allowed General Unsecured Claims. With the
addition of the Pathway Unsecured Claim, the Targeted Unsecured
Claim, the MHC Unsecured Claim, the Amur Unsecured Claim, the
Navitas Unsecured Claim, the First Citizens Unsecured Claim, the US
Bank Unsecured Claim, the Ally Unsecured Claim, the Regions
Unsecured Claim, the Vivian Unsecured Claim, the Mulligan Unsecured
Claim, and the SBA Unsecured Claim, total unsecured claims in this
Case are in the aggregate amount of $4,438,513. The Debtor shall
make 60 consecutive monthly payments of $7,500 commencing 30 days
after the Effective. The Holders of Allowed Unsecured Claims shall
receive their pro rata share of the monthly payment. The Class 16
Claimants are impaired.
Class 17 consists of Current Owners. The current owners will
receive no payments under the Plan; however, they will be allowed
to retain their ownership in the Debtor. The Class 17 Claimants are
unimpaired.
From and after the Effective Date, the Debtor will continue to
exist as a Reorganized Debtor. By reducing the Debtor's secured
debt obligations to the value of the creditors' collateral and by
reducing monthly obligations to unsecured creditors to the
Reorganized Debtor's Disposable Income, the Reorganized Debtor will
have sufficient cash to maintain operations and will allow the
Reorganized Debtor to successfully operate following the Effective
Date of the Plan.
During the period from the Confirmation Date through and until the
Effective Date, the Debtor shall continue to operate its business
as a debtor-in-possession, subject to the oversight of the
Bankruptcy Court as provided in the Bankruptcy Code, the Bankruptcy
Rules, and all orders of the Bankruptcy Court that are then in full
force and effect. In addition, the Debtor may take all actions as
may be necessary or appropriate to implement the terms and
conditions of the Plan. Upon Confirmation of the Plan, all actions
required of the Debtor to effectuate the Plan shall be deemed
authorized and approved in all respects.
A full-text copy of the Chapter 11 Plan dated November 20, 2023 is
available at https://urlcurt.com/u?l=JwTOGG from PacerMonitor.com
at no charge.
Counsel for Debtor:
Brandon J. Tittle, Esq.
GLAST PHILLIPS & MURRAY, P.C.
14801 Quorum Drive, Suite 500
Dallas, TX 75254
Tel: (972) 419-8300
Fax: (972) 419-8329
Email: btittle@gpm-law.com
mfurse@gpm-law.com
rloughran@gpm-law.com
About Sustaita Enterprises
Established in 2011, Sustaita Enterprises, LLC, is a privately
owned limited liability company formed under the laws of the State
of Texas and headquartered in Desoto, Texas. Sustaita's principal
business is providing regional trucking and freight services in
Texas. Sustaita Enterprises is currently owned 25% by Carlos
Sustaita, Jesus Sustaita, Juan Sustaita, and Noemi Lopez.
Sustaita Enterprises, sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-31812) on August
21, 2023. In the petition signed by Carlos Sustaita, president and
member, the Debtor disclosed $3,969,806 in assets and $3,589,563 in
liabilities.
Brandon Tittle, Esq., at Glast, Phillips & Murray, P.C., is the
Debtor's legal counsel, and Lane Gormatt Trubitt, LLC, is the
financial advisor.
SYSTEM1 INC: Cannae Holdings Holds 28.6% of Class A Shares
----------------------------------------------------------
Cannae Holdings, Inc. and Cannae Holdings, LLC disclosed in a
Schedule 13D/A filed with the Securities and Exchange Commission
that as of Nov. 9, 2023, they beneficially owned 27,012,794 shares
of Class A common stock of System1, Inc., representing 28.6 percent
of the shares outstanding.
On Nov. 9, 2023 the Issuer filed its Quarterly Report on Form 10-Q
and reported an increase in its total Class A common stock
outstanding. As a result, the Reporting Persons ownership changed
by more than one percent from its ownership reported in Amendment
No. 3.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1704720/000170472023000104/cnne-sstschedule13danov2023.htm
About System1
Headquartered in Marina Del Rey, CA, System1, Inc. operates an
omnichannel customer acquisition platform, delivering high-intent
customers to advertisers and marketing antivirus software packages
to end user customers.
Los Angeles, California-based PricewaterhouseCoopers LLP, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated June 5, 2023, citing that the
Company has violated a covenant which resulted in the outstanding
principal balances under the Company's Term Loan and Revolving
Facility with Bank of America being callable at the request of, or
with the consent of, the required majority lenders and has
insufficient liquidity to settle the outstanding principal balances
of the Term Loan and Revolving Facility that raise substantial
doubt about its ability to continue as a going concern.
T&J OF BROOKSVILLE: Seeks to Hire Wit Law PLLC as Counsel
---------------------------------------------------------
T&J of Brooksville LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Wit Law, PLLC as
counsel.
The firm's services include:
a. rendering legal advice with respect to the Debtor’s powers
and duties as debtor in possession;
b. preparing on behalf of the Debtor necessary motions,
applications, orders, reports, pleadings, and other legal papers;
c. appearing before this Court and the United States Trustee to
represent and protect the interests of the Debtor;
d. assisting with and participating in negotiations with
creditors and other parties in interest in formulating a Chapter 11
plan, drafting such a plan, and taking necessary legal steps to
confirm such a plan;
e. representing the Debtor in all adversary proceedings,
contested matters, and matters involving administration of this
case; and
f. performing all other legal services that may be necessary for
the proper preservation and administration of this Chapter 11
case.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm received from the Debtor a retainer of $17,500.
Andrew J. Wit, Esq., a partner at Wit Law, PLLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Andrew J. Wit, Esq.
Wit Law, PLLC
2102 West Cass Street, 2nd Floor
Tampa, FL 33606
Tel: (813) 522-6069
Email: awit@witlaw.com
About T&J of Brooksville LLC
T&J of Brooksville LLC is a lessor of residential buildings and
dwellings. The Debtor is the owner of real property located at 626
South Broad St, Brooksville, FL 34601 valued at $1.30 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05076) on November 9,
2023. In the petition signed by Tom May, authorized member, the
Debtor disclosed $1,320,754 in assets and $3,735,057 in
liabilities.
THIRTEEN FIFTY: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Thirteen Fifty Apparel LLC to
use cash collateral on an interim basis, in accordance with the
budget, with a 10% variance, retroactive to October 9, 2023.
The Debtor is permitted, through December 14, 2023, to use cash
collateral to pay all ordinary and necessary expenses in the
ordinary course of its business provided that: (a) the Debtor will
also be entitled to pay prepetition employee wages as separately
authorized by the Court; and (b) the Budget will include an
additional $1,000 monthly line item beginning in the period of
October 13 through October 19, 2023 for the administrative expense
of Subchapter V Trustee Maria Yip, for which the Debtor will tender
such amount into the trust account of its counsel, Eric
Pendergraft, subject to a further order of the Court authorizing
the award, and payment out of trust, of such administrative expense
to Subchapter V Trustee Maria Yip.
As adequate protection, Fountainhead SBF LLC, the U.S. Small
Business Administration, NewCo, and Everee are granted
post-petition security interests and liens in, to and against any
and all personal property assets of the Debtor, to the same extent
and priority that each such entity held a properly perfected
pre-petition security interest in such assets.
A final hearing on the matter is set for December 13 at 1:30 p.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=xyLeNq from PacerMonitor.com.
About Thirteen Fifty Apparel LLC
Thirteen Fifty Apparel LLC offers clothing and accessories for
first responders.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-18236) on October 9,
2023. In the petition signed by Christopher Lewis, CEO/owner, the
Debtor disclosed $314,414 in assets and $2,310,441 in liabilities.
Judge Mindy A. Mora oversees the case.
Eric Pendergraft, Esq., at Shraiberg Page PA, represents the Debtor
as legal counsel.
THOMAS ORTHODONTICS: Seeks Cash Collateral Access
-------------------------------------------------
Thomas Orthodontics, S.C. asks the U.S. Bankruptcy Court for the
Eastern District of Wisconsin, for authority to use cash collateral
and provide adequate protection.
Wisconsin Bank & Trust, Citizens First Bank, the Small Business
Administration, Kapitus Servicing, Inc., and Channel Partners
Capital, LLC may have an interest in the cash collateral.
In 2021, Dr. Jess Thomas, the Debtor's sole member and president,
realized over $2 million in capital gains through stock trading. He
was not familiar with the specifics of capital gain taxation, and
he held his depreciating investments through the end of 2021 into
2022. He ended up with $1.5 million in realized capital losses, but
due to the timing, he could not use those losses to offset the
taxable gains from 2021.
As a result of the capital gains taxes, Dr. Thomas incurred
approximately $1 million in federal and state taxes for the year
2021. This placed a significant financial stain on him and in turn,
the Debtor.
By 2022, the Debtor experienced its own financial struggles as a
result. During this time, Thomas Orthodontics was forced to take on
short term loans to cover expenses. Those loans went into default
and creditors commenced collection actions against Dr. Thomas and
the Debtor.
In 2017, the Debtor entered into a loans guaranteed by the Small
Business Association and a revolving line of credit with WBT. The
lender filed a financial statement listing collateral that covered
all of the Debtor's inventory, equipment, accounts, on January 10,
2017, as no. 170000399627 with the Wisconsin Department of
Financial Institutions. Subsequently it filed a continuation
statement in Wisconsin. Through the loan documents, the Debtor
granted WBT a lien against essentially all of the Debtor's assets
including cash collateral. The Debtor concludes that WBT's lien in
cash collateral is properly perfected and superior to all other
liens in cash collateral. The Debtor preliminary believes that the
collateral owned by the Debtor securing WBT's claim is less than
the value of the claim, making the claim of WBT partially unsecured
and partially secured.
The Debtor entered into loans with Bankers Health Care Group
effective March 27, 2020. On March 26, 2020, C T Corporation System
filed a UCC financing statement as a representative, no.
2020326000538-1. The collateral description includes accounts
receivables, inventory, equipment, accounts and all proceeds. Based
upon the timing, the Debtor believes that the financing statement
was initially filed on behalf of BHCG. On May 8, 2020, C T
Corporation System filed an assignment statement, no.
20200508000718-7, to notify creditors that the lien was assigned to
Citizens First Bank. The Debtor concludes that Citizen First Bank's
lien in cash collateral is properly perfected; however, its
interest is behind WBT and any claim is unsecured.
The Debtor entered into a COVID-19 Economic Injury Disaster Loan
from the SBA. The SBA filed a UCC financing statement
20220412000283-8 effective April 12, 2022. The collateral
description covers the Debtor's inventory, equipment, instruments,
and deposit accounts. The Debtor concludes that SBA's lien in cash
collateral is properly perfected; however, its interest is behind
WBT and any claim is unsecured.
On October 13, 2022, the Debtor entered into a loan with Kapitus.
On October 14, 2022, C T Corporation System filed a UCC financing
statement as a representative, no. 20221014000001-5. The collateral
description includes accounts receivables, inventory, equipment,
accounts and all proceeds. The Debtor believes that the lien of
Kapitus is properly perfected and concludes that is interest is
behind WBT and any claim is unsecured.
The IRS sent a notice to Dr. Thomas dated November 14, 2022 for
unpaid taxes in the amount of $878,447 from 2021. After application
of my 2022 tax return, the IRS sent statement with a balance of
$958,955. It may have an interest in cash collateral.
It filed a delinquent tax warrant on March 30, 2023 in the amount
of $120,809 that remains unpaid. It may have an interest in cash
collateral.
The Debtor entered into a loan with Channel Partners effective June
6, 2023. Channel Partners filed a UCC financing statement effective
October 3, 2023.
As adequate protection, the Debtor will grant all creditors with an
interest in cash collateral replacement liens of the same priority
to the same extent in the cash collateral as existed immediately
before the Petition Date. The Replacement Liens offered will be
deemed automatically perfected upon entry of an order granting this
Motion without the necessity of a creditor taking possession,
filing financing statements, mortgages or other documents;
provided, however, that the Debtor will execute any necessary
perfection documents upon the request of a creditor holding a valid
interest in cash collateral. No creditor will improve its secured
position as a result of the Replacement Liens.
The liens of creditors with an interest in cash collateral pursuant
to any security agreements will extend to the collateral under the
Replacement Liens, and the products and proceeds thereof under
section 552(b) of the Bankruptcy Code.
As further adequate protection for the Debtor’s use of the
Collateral, WBT will receive, without limitation, the following
adequate protection payments from the Debtor: effective January 1,
2024, and continuing until the Court orders otherwise, the Debtor
will pay WBT interest only payment on the entire portion of the
Loan, at the interest rate of 6.25% as required under the
prepetition loan documents calculated at the amount of $4,283.
The Debtor will continue to maintain insurance consistent with
their coverage before the Petition Date and requirements under the
loan documents with WBT that existed as of the Petition Date with
respect to the its collateral.
A copy of the motion is available at https://urlcurt.com/u?l=plrylr
from PacerMonitor.com.
About Thomas Orthodontics, S.C.
Thomas Orthodontics, S.C. operates an orthodontics practice at two
offices located in Hartford and Menomonee Falls.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wisc. Case No. 23-25432-rmb) on
November 17, 2023. In the petition signed by Jess Thomas, owner,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Evan P. Schmit, Esq., at Kerkman & Dunn, represents the Debtor as
legal counsel.
TIMBER PHARMACEUTICALS: Stockholders Rejected Merger with LEO
-------------------------------------------------------------
Timber Pharmaceuticals, Inc. held a Special Meeting of Stockholders
on November 17, 2023.
The matters voted on at the Special Meeting include:
(1) to adopt the Agreement and Plan of Merger with LEO US
Holding, Inc., a Delaware corporation, LEO Spiny Merger Sub, Inc.,
a Delaware corporation and direct, wholly-owned subsidiary of
Parent and LEO Pharma A/S, a Danish Aktieselskabt;
(2) to approve, on an advisory basis, the compensation that
may be paid or become payable to the Company's named executive
officers in connection with or following the consummation of the
Merger; and
(3) to adjourn the Special Meeting if there are insufficient
votes to adopt the Merger Agreement at the time of the Special
Meeting or any adjournment or postponement thereof. Proxies
representing at least 34% percent of the voting power of the
capital stock issued and outstanding and entitled to vote at the
Special Meeting have been received. Accordingly, a quorum was
present for the transaction of business.
The proposal to approve the Merger Agreement was not approved by a
majority of the outstanding shares of common stock entitled to vote
thereon.
The Company received a termination notice from Parent pursuant to
Section 8.01(a) of the Merger Agreement, effective November 17, and
the Merger Agreement was terminated in accordance with its terms.
Section 8.01(a) of the Merger Agreement provides that the Merger
Agreement may be terminated by Parent if the required stockholder
approval to consummate the Merger is not obtained. Parent and the
Company, after careful consideration, each determined that there
was not a viable path forward to consummate the Merger primarily
due to the Company's inability to obtain the required stockholder
approval to consummate the Merger.
The proposal to approve, on an advisory basis, the compensation
that may be paid or become payable to the Company's named executive
officers in connection with or following the consummation of the
Merger, was approved by a majority of the votes cast. The proposal
to adjourn the Special Meeting if there are insufficient votes to
adopt the Merger Agreement at the time of the Special Meeting or
any adjournment or postponement thereof, was approved by a majority
of the votes cast.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals
LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals,
Inc., disclosed total assets of $3,326,213 against total debt of
$5,947,297.
The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as
bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and
VRS RESTRUCTURING SERVICES LLC to provide a chief restructuring
officer.
Counsel to the DIP Lender, LEO US Holding, Inc., are Dianne
Coffino, Esq., and Martin Beeler, Esq., at COVINGTON & BURLING LLP;
and Patrick J. Reilley, Esq., at COLE SHOTZ P.C.
TIMBER PHARMACEUTICALS: To Pursue Asset Sale in Chapter 11
----------------------------------------------------------
Timber Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed
with the Securities and Exchange Commission that on November 17,
2023, the Company and its affiliates, Timber Pharmaceuticals LLC
and BioPharmX Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware, thereby commencing Chapter 11
cases for the Company and its affiliates (which cases the Company
will be asking the Bankruptcy Court to jointly administer under
Case No. 23-11878).
The Company and its affiliates continue to operate their business
as "debtor-in-possession" in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Bankruptcy
Court. The Company sought -- and later obtained -- approval of a
variety of "first day" motions containing customary relief intended
to enable the Company to continue its ordinary course operations.
The Company intends to commence a process, subject to Bankruptcy
Court approval, to sell substantially all the assets of the Company
and its affiliated Debtors, including the TMB-001 program, during
the Chapter 11 Case.
The Company is pursuing efforts in the Chapter 11 Cases to maximize
the value of its assets for the benefit of all of its stakeholders.
However, the outcome of the bankruptcy process is inherently
unpredictable, and holders of shares of the Company's common stock
could experience a complete loss on their investment.
Prior to the filing of the Chapter 11 Case, the Debtors entered
into a "stalking horse" asset purchase agreement with LEO Pharma
A/S and Merger Sub to sell substantially all of the assets of the
Company and its subsidiaries, including TMB-001, for a purchase
price of $14.35 million plus the assumption of certain liabilities.
The transaction is part of a sale process under Section 363 of the
Bankruptcy Code that will be subject to approval by the Bankruptcy
Court and compliance with agreed upon and Bankruptcy Court-approved
bidding procedures allowing for the submission of higher or
otherwise better offers, and other agreed-upon conditions. In
accordance with the sale process under Section 363 of the
Bankruptcy Code, notice of the proposed sale to LEO will be given
to third parties and competing bids will be solicited by the
Company. The Company will manage the bidding process and evaluate
the bids, in consultation with its advisors and as overseen by the
Bankruptcy Court.
The Purchase Agreement contains customary representations and
warranties of the parties and is subject to a number of closing
conditions, including, among others, (i) the accuracy of
representations and warranties of the parties; (ii) material
compliance with the obligations of the parties set forth in the
Purchase Agreement and the Ancillary Documents and (iii) entry by
certain employees of the Company into employment agreements with
LEO.
The Purchase Agreement may be terminated, subject to certain
exceptions: (i) by the mutual written consent of the parties; (ii)
by either party, if any court of competent jurisdiction or other
competent governmental authority issues a final, non-appealable
order prohibiting the transactions; (iii) by LEO, if the closing
has not occurred on or prior to February 15, 2024; (iv) by either
party, for certain material breaches by the other party of its
representations and warranties or covenants that remain uncured;
(v) automatically, (a) upon the consummation of an alternative
transaction with one or more persons other than LEO; or (b) if LEO
is not selected as the prevailing party or backup bidder at the
conclusion of the auction contemplated by the Section 363 sale
process; and (vi) by LEO if (a) the Company or its affiliates take
material steps to convert the Bankruptcy Petition to a Chapter 7
petition; (b) the Company or its affiliates take material steps to
appoint a trustee or examiner with enlarged powers relating to
operation of the business; (c) the Bankruptcy Court enters an order
lifting the automatic stay and allowing the assets to be foreclosed
on; (d) the Company seeks to withdraw the Sale Motion; (e) LEO is
disallowed from providing a credit bid; (f) an Event of Default
occurs under the DIP Credit Agreement; (g) either the Bidding
Procedures Order or the Sale Order is reversed or vacated or is
subject to a stay or otherwise materially modified; (g) the Bidding
Procedures Order is not entered by December 14, 2023; (h) the Sale
Order is not entered by January 12, 2024; (i) the Auction is not
held by January 8, 2024, or (j) the Sale Hearing is not held by
January 12, 2024.
The Purchase Agreement provides that the Company will pay certain
bid protections to LEO upon termination of the transaction for the
entry into and consummation of an alternative transaction for the
Purchased Assets with a party other than LEO. The bid protections
consist of a break-up fee to LEO equal to 2.5% of the cash purchase
price, plus reimbursement of certain expenses, for total bid
protections of up to 3.5% of the cash purchase price.
Separately, the Company will re-engage with a number of interested
parties that previously expressed interest in pursuing a
transaction with the Company and other parties with respect to a
potential sale of the Purchased Assets or a portion thereof. Any of
those sales would be subject to review and approval by the
Bankruptcy Court and compliance with Bankruptcy Court-approved
bidding procedures.
$13.9-Mil. Loan from LEO
In connection with the Purchase Agreement, on November 17, 2023,
prior to the filing of the Chapter 11 case, the Company and Parent
have also agreed to enter into a debtor-in-possession credit
facility pursuant to a debtor-in-possession credit agreement to
fund the Chapter 11 case in the amount of $13.9 million (plus
outstanding interest under the Bridge Loan Agreement), consisting
of $7.4 million of new funding and $6.5 million principal amount of
rolled up pre-bankruptcy bridge financing obligations plus
outstanding interest outstanding pursuant to the Bridge Loan
Agreement, dated August 30, 2023, as amended on October 27, 2023.
The cash payable at closing under the Purchase Agreement will be
reduced dollar-for-dollar by the outstanding balance of the DIP
Credit Facility, which will be repaid at closing.
If the DIP Credit Agreement is approved by the Bankruptcy Court as
proposed, Parent would provide loans in the amount of $13.9 million
(plus outstanding interest under the Bridge Loan Agreement)
consisting of (i) $3.0 million available immediately upon entry of
the Interim Order, (ii) $3.0 million available upon entry of the
final order by the Bankruptcy Court, (iii) $1.4 million which shall
be drawn on or prior to January 7, 2024 and (iv) $6.5 million
principal amount of rolled up pre-bankruptcy bridge financing
obligations plus outstanding interest outstanding pursuant to the
Bridge Loan Agreement. Borrowings under the DIP Credit Facility
would be senior secured obligations of the Company, secured by a
super priority lien on the assets of the Company and its
subsidiaries.
The DIP Credit Agreement has various customary covenants, as well
as covenants mandating compliance by the Company with a 13-week
budget, variance testing and reporting requirements, among others.
The proceeds of all or a portion of the proposed DIP Credit
Facility may be used for, among other things, post-petition working
capital for the Company, payment of costs to administer the Chapter
11 case, payment of expenses and fees of the transactions
contemplated by the Chapter 11 case, payment of court-approved
adequate protection obligations under the DIP Credit Agreement, and
payment of other costs, in each case, subject to an approved budget
and such other purposes permitted under the DIP Credit Agreement
and the Interim Order or any other order of the Bankruptcy Court.
The Company sought and obtained interim approval of the DIP Credit
Facility and the Initial Loan in the amount $3.0 million at an
interim hearing in the Bankruptcy Court. The Company will seek
final approval at a final hearing in the Bankruptcy Court and the
Final Loan in the amount of $3.0 million and final approval at a
final hearing in the Bankruptcy Court and the Post-Order Loan in
the amount of $1.4 million. The Company anticipates the DIP Credit
Agreement will become effective promptly following entry of the
Interim Order by the Bankruptcy Court.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals
LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals,
Inc., disclosed total assets of $3,326,213 against total debt of
$5,947,297.
The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as
bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and
VRS RESTRUCTURING SERVICES LLC to provide a chief restructuring
officer.
Counsel to the DIP Lender, LEO US Holding, Inc., are Dianne
Coffino, Esq., and Martin Beeler, Esq., at COVINGTON & BURLING LLP;
and Patrick J. Reilley, Esq., at COLE SHOTZ P.C.
TIMBER PHARMACEUTICALS: VRS' Jeffrey Varsalone Leads Restructuring
------------------------------------------------------------------
Timber Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed
with the Securities and Exchange Commission that on November 14,
2023, the Board approved the appointment of Jeffrey T. Varsalone,
of VRS Restructuring Services, LLC, as the Chief Restructuring
Officer of the Company.
Varsalone, age 51, is the founder of VRS Restructuring Services,
LLC and has served as its Managing Director since its inception in
January of 2023. Prior to VRS Restructuring Services, LLC,
Varsalone served as a Managing Director at G2 Capital Advisors, LLC
since 2019. With over 25 years of restructuring experience,
Varsalone has served as a CRO for over 20 companies ranging in size
from $5 million to $500 million in revenue.
There are no arrangements or understandings between Varsalone and
any other person pursuant to which he was selected as an executive
officer of the Company, and there are no family relationships
between Varsalone and any of the Company's directors or executive
officers. Varsalone has no direct or indirect material interest in
any existing or currently proposed transaction that would require
disclosure under Item 404(a) of Regulation S-K.
The appointment of Varsalone as CRO is made pursuant to the
Engagement Letter between VRS Restructuring Services, LLC and the
Company, dated October 31, 2023, whereby VRS Restructuring
Services, LLC was initially engaged as a financial advisor to the
Company, with an option by the Company to convert such engagement
from that of an advisor to appoint Varsalone as CRO. There are no
additional, and no anticipated additional, compensatory
arrangements between the Company and Varsalone in connection with
his performance as the Company's CRO beyond such fees paid pursuant
to the Engagement Letter.
Additionally, on November 14, 2023, the Board approved a form
Retention Bonus Agreement, granting single, lump sum cash payments,
to be entered into with certain officers and employees of the
Company. Specifically, with respect to the executive officers, the
Board approved a Retention Bonus of (i) $95,497.50 to John Koconis,
the Company's Chief Executive Officer, President and Chairman of
the Board, (ii) $78,000 to Alan Mendelsohn, the Company's Chief
Medical Officer and Executive Vice President and (iii) $91,000 to
Joseph Lucchese, the Company's Chief Financial Officer, Treasurer
and Secretary. Each Retention Bonus was paid by the Company on
November 16, 2023.
Each Retention Bonus is conditioned on the Recipient's continued
employment by the Company until the earlier of (i) April 30, 2024,
or (ii) the closing of a Transaction.
The Company reserves the right to seek repayment of the entire
Retention Bonus amount if the Recipient's employment with the
Company is terminated prior to the consummation of a Transaction
for any reason except (i) involuntary termination by the Company
other than for cause or (ii) termination due to death or total and
permanent liability of the Recipient.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals
LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals,
Inc., disclosed total assets of $3,326,213 against total debt of
$5,947,297.
The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as
bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and
VRS RESTRUCTURING SERVICES LLC to provide a chief restructuring
officer.
Counsel to the DIP Lender, LEO US Holding, Inc., are Dianne
Coffino, Esq., and Martin Beeler, Esq., at COVINGTON & BURLING LLP;
and Patrick J. Reilley, Esq., at COLE SHOTZ P.C.
TRAVIS BRADFORD: Court OKs Cash Collateral Access Thru Dec 19
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized Travis Bradford Seals to use cash collateral on an
interim basis in accordance with the budget, through the date of
the further interim hearing set for December 19, 2023 at 9:30 a.m.
The Debtor requires the use of cash collateral to pay ordinary
operating expenses to preserve and protect the business.
Farm Credit Mid-America, FLCA/PCA and Citizens Tri-County Bank
assert a lien against the Debtor's cash collateral.
The U.S. Department of Agriculture Packers & Stockyard Division
contacted the Debtor's counsel to advise of certain claim(s)
potentially arising from unpaid sellers of livestock, which the
Debtor purchased pre-petition, and the USDA may assert that those
claims and assets involved in said claims may be part of a
statutory trust.
As adequate protection, Farm Credit Mid-America, FCLA/PCA, and
Citizens Tri-County Bank further agree that as a condition to the
use of cash collateral, the Debtor will establish and maintain at
least four separate post-petition business bank accounts at Regions
Bank - one bank account will reflect the deposits and business
expenses for the sale of livestock in which the Debtor owns and
raises for resale as a producer in accordance with the budget.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=D2ziLg from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$4,234 for Week 1;
$4,159 for Week 2;
$4,159 for Week 3; and
$4,159 for Week 4.
About Travis Bradford Seals
Travis Bradford Seals sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 2:23-bk-03344) on
September 14, 2023. In the petition signed by Travis Bradford
Seals, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Randal S. Mashburn oversees the case.
Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz, represents
the Debtor as legal counsel.
TRI-STATE PAPER: Hires Young Adjustment Company as Adjuster
-----------------------------------------------------------
Tri-State Paper, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to employ Young Adjustment
Company, Inc. as adjuster.
The firm will assist the Debtor with the adjustment of the
insurance claim arising from a loss at the Debtor's property on
September 11, 2023.
The firm will be paid $5,000.
David Horowitz, a partner at Young Adjustment Company, Inc.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
David Horowitz
Young Adjustment Company, Inc.
900 Lenmar Drive
Blue Bell, PA 19422
Tel: (215) 654-6800
Fax: (215) 654-6801
About Tri-State Paper, Inc.
Tri-State Paper, Inc. is a Philadelphia-based merchant wholesaler
of paper and paper products.
Tri-State Paper filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13237) on Oct. 27,
2023, with $1 million to $10 million in both assets and
liabilities. John Petaccio, president, signed the petition.
Judge Patricia M. Mayer presides over the case.
Michael A. Cibik, Esq., at Cibik Law, P.C. represents the Debtor as
bankruptcy counsel.
TRICORD BUSINESS: May Use Hancock's Cash Collateral
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, authorized Tricord Business Group, LLC to use
cash collateral on an interim basis, in accordance with the budget,
with a 5% variance.
The Debtor believes Hancock Whitney Bank has a legal, valid,
perfected, enforceable and binding first-priority lien on the
Debtor's cash collateral (as that term is defined in 11 U.S.C.
Section 363).
As adequate protection, Hancock Whitney will have a legal, valid,
perfected, enforceable, and binding lien and security interest in
(i) all assets of the Debtor existing on or after the Petition Date
of the same type as it had prepetition; and (ii) all other assets
of the Debtor of any kind whatsoever within the meaning of 11
U.S.C. Section 541.
The replacement liens and security interests granted will be deemed
perfected upon entry of the Order without the necessity of Hancock
Whitney taking possession of any of the Collateral or filing
financing statements or other documents.
The Debtor will keep the Collateral and all of its assets insured
by reasonable and sufficient insurance coverage as required by the
terms of any loan documents executed by the Debtor in favor of
Hancock Whitney.
A final hearing on the matter is set for December 19, 2023 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=SjzA7w
from PacerMonitor.com.
About Tricord Business Group
Tricord Business Group, LLC, doing business as Tricord
International, is a global supply chain management company
specializing in low-cost country sourcing of engineered products.
The company is based in Murfreesboro, Tenn.
Tricord Business Group filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
23-03934) on Oct. 26, 2023, with $537,478 in assets and $7,154,199
in liabilities. James C. Clayton, chief executive officer, signed
the petition.
Judge Randal S. Mashburn oversees the case.
Robert J. Gonzales, Esq., at EmergeLaw, PLC is the Debtor's
bankruptcy counsel.
TYSON FAMILY: Jan. 18 Plan Confirmation Hearing Set
---------------------------------------------------
Judge Pamela W. McAfee has entered an order conditionally approving
the Disclosure Statement of Tyson Family Farms, Inc.
Jan. 15, 2024, is fixed as the last day for filing and serving
objections to the disclosure statement.
The hearing on confirmation of the plan will be on Thursday, Jan.
18, 2024 at 10:30 AM in Room 208, 300 Fayetteville Street, Raleigh,
NC 27601.
Jan. 15, 2024, is fixed as the last day for filing written
acceptances or rejections of the plan.
Jan. 15, 2024, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
About Tyson Family Farms
Tyson Family Farms, Inc., filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
23-01738) on June 23, 2023, with $1 million to $10 million in both
assets and liabilities. Jennifer Bennington has been appointed as
Subchapter V trustee.
Judge Pamela W. Mcafee oversees the case.
David J. Haidt, Esq., at Ayers & Haidt, PA, is the Debtor's legal
counsel.
TYSON FAMILY: Unsecured Creditors to Split $270K over 10 Years
--------------------------------------------------------------
Tyson Family Farms, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of North Carolina a Disclosure Statement
describing Plan of Reorganization dated November 20, 2023.
The Debtor, together with certain affiliated entities (the
"Affiliated Entities"), operates a large row crop operation farming
approximately 5,000 acres of tobacco, soy beans, corn, sweet
potatoes, wheat, sunflowers and cotton in and around Nash County
and Edgecombe Counties.
The Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code on June 23, 2023 in order to reorganize the matured
and pending claims and preserve avoidance actions arising under
Section 547 of the Bankruptcy Code. Following the filing of the
petition, the Debtor continued to farm its 2023 crops with the
Affiliated Entities.
The Debtor has maintained ordinary operations since the filing of
the bankruptcy petition and is currently harvesting its 2023 crops.
The Debtor liquidated its remaining 2022 sweet potato inventory in
the ordinary course of business and tendered the proceeds of sale
to First Bank.
The Debtor intends to maintain ownership of its equipment and other
personal property assets and utilize income and proceeds from these
assets to fund its Plan of Reorganization and satisfy reorganized
secured claims. The under-secured portion of secured claims
together with any deficiency claims resulting from the Debtor's
surrender of assets, will be treated as general unsecured claims.
The Debtor shall pay its administrative costs in full within 30
days of the Effective Date or by such other mutually agreeable
terms as the parties may agree.
Class X consists of General Unsecured Claims. In accordance with
the liquidation analysis attached to the Disclosure Statement, the
Debtor shall pay creditors in this class the sum of $270,000.00,
together with interest accruing at the annual fixed rate of one and
1.5%, payable in 10 equal annual installments. The first payment
shall be made on May 1, 2025, with each successive payment made on
the same day of each year thereafter until the full distribution is
paid in full. The Debtor shall have a period of 30 days to cure any
plan payment not made upon the due date, such cure period to begin
the second day of any month during which a payment is due and not
paid and continuing for 30 days thereafter. This class will be
impaired.
Class XI consists of Equity Security Holders. On the Effective Date
all pre petition equity security interests shall be deemed canceled
and terminated. The reorganized debtor shall issue new equity
security interests to Jeffery V. Tyson and Sharon W. Tyson in equal
shares.
The Debtor proposes to make payments under the Plan from funds on
hand and income derived from the continued operation of the
Debtor's business activities, including the aforementioned farming
operations.
A full-text copy of the Disclosure Statement dated November 20,
2023 is available at https://urlcurt.com/u?l=4DX0BP from
PacerMonitor.com at no charge.
Debtor's Counsel:
David J. Haidt, Esq.
Ayers & Haidt, PA
P.O. Box 1544
307 Metcalf Street
New Bern, NC 28563
Tel: (252) 638-2955
Email: davidhaidt@embarqmail.com
About Tyson Family Farms
Tyson Family Farms, Inc., operates a large row crop operation
farming in and around Nash County and Edgecombe Counties.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01738) on June 23,
2023, with $1 million to $10 million in both assets and
liabilities. Jennifer Bennington has been appointed as Subchapter
V trustee.
Judge Pamela W. Mcafee oversees the case.
David J. Haidt, Esq., at Ayers & Haidt, PA, is the Debtor's legal
counsel.
UNITED FURNITURE: Trustee Proposes $8-Mil. Payout Plan
------------------------------------------------------
Derek Henderson, Chapter 11 trustee, filed a Plan of Liquidation
and a Disclosure Statement for debtors United Furniture Industries,
Inc., et al.
Immediately upon being appointed, the Trustee began seeking sources
of post-petition financing to fund administration of the Cases,
which need was critical and urgent since the Debtors had no Cash
available to use on and after the shut-down of operations in
November 2022. After extensive negotiations with both Wells Fargo
and United Finance Services, LLC ("UFS," an affiliate of the
Belford Property Trust), the Trustee sought and obtained interim
and final approval from the Bankruptcy Court for a $20,000,000
post-petition credit facility from UFS (the "UFS Facility"). The
UFS Facility was secured by second priority liens on the Debtors'
real property. The Trustee received his first draw under the UFS
Facility in mid-March and promptly paid several critical expenses
many of which had been unpaid since the November shut-down,
including reinstatement of the Debtors' comprehensive general
liability Insurance Policy.
The Trustee engaged SB 360 Capital Partners, LLC and Hilco Global
as the joint liquidating agent (the "Liquidators") to manage and
oversee the sale and liquidation of substantially all of the
Debtors' personal property assets, including collection and
enforcement of outstanding accounts receivable. Most of the assets
and property to be liquidated was Collateral of Wells Fargo. The
Liquidators commenced their engagement on or around April 1, 2023,
and concluded their efforts near the end of August, 2023.
Upon cessation of operations, the Debtors had approximately
$160,000,000 (recorded as landed cost) in finished goods inventory,
raw materials and pre-fabricated kits. The Debtors' books reflected
accounts receivable from customers in excess of $25,000,000. The
Debtors owned equipment, including rolling stock, with a book value
of $35,000,000. Through the efforts of the Liquidators,
approximately $37,500,000 in gross proceeds were realized from
liquidation and collection of these assets during the terms of
their engagement. The total costs incurred and commissions earned
aggregated almost $8,200,000, for a net recovery of approximately
$29,400,000.
Certain small quantities of inventory and other assets remained
after the Liquidators concluded their engagement, which the Trustee
will continue efforts to sell. Negligible amounts are expected to
be recovered as a result of these clean-up efforts. The Trustee
has resolved and separately recovered certain accounts receivable
and continues to attempt to collect amounts believed to be owed
from customers.
B. Riley Real Estate, LLC, was engaged by the Trustee to market and
sell all of the Debtors' real property assets, which consisted of
four (4) properties in North Carolina and eleven (11) properties in
Mississippi. After a fulsome process in which B. Riley sought
"stalking horse" bids on any and all of the properties, in any
combination, it was determined that the "stalking horse bid"
submitted by Phoenix Investors, LLC ("Phoenix") for $65,000,000 for
all properties (excluding the "Wood Yard" described in Section
III.A.2., below, due to the ongoing insurance claims relating to
that property) was the best "stalking horse" bid submitted. The
Trustee entered into a Purchase Agreement with Phoenix and
subjected its bid to higher and better offers of all kinds, but
after the period for submitting competing bids had closed, the
Phoenix "stalking horse" bid remained the highest and best bid.
The Court approved the Purchase Agreement and the sale to Phoenix
under s 363 of the Bankruptcy Code, and the sale closed on August
30, 2023.
In connection with closing, the Trustee satisfied in full the
Secured Claims of Renasant Bank, Bank of New Albany and the Belford
Property Trust, each of which held first priority Liens on various
of the properties sold. The Trustee also satisfied and retired the
UFS Facility with the sale proceeds and all costs and expenses
incurred in connection with preparing for and effecting the sale.
The Trustee presently holds approximately $8,000,000 in Cash which
has been collected from the liquidation of the assets and
properties, the collection and recovery of other amounts due and
owing to the Debtors and recoupment of amounts from Wells Fargo
through the Surcharge Settlement Agreement. These amounts will be
used to satisfy Allowed Claims prior to or on the Effective Date
and thereafter in accordance with the distribution structure found
in Section 6.4 of the Plan to fund Trust Expenses and the Trust
Expense Reserve.
Amounts realized from the sale or collection of property that is
Collateral of Wells Fargo have been maintained throughout these
Cases in segregated bank accounts, and the Trustee currently holds
approximately $500,000 of such funds. After the Effective Date,
the Liquidating Trustee will continue this practice in connection
with the continued collection and liquidation of property that is
Collateral of Wells Fargo.
Under the Plan, Class 6 consists of Allowed Unsecured Claims. Each
holder of an Allowed Class 6 Claim will receive its pro rata share
of Cash realized from the collection and liquidation of Trust
Assets by the Liquidating Trustee after the Effective Date in
accordance with the distribution structure found in Section 6.4 of
the Plan. Class 6 is Impaired and entitled to vote to accept or
reject the Plan.
On the Effective Date, the Liquidating Trust will be formed to
receive all Trust Assets and will exist solely to administer and
liquidate the Trust Assets for the benefit of the Trust
Beneficiaries, who are the holders of Allowed Claims. Allowed
Claims that are not paid in full on the Effective Date shall
receive any distributions on account of such Claims from the
Liquidating Trust from and after the Effective Date. The
Liquidating Trust shall be formed and exist pursuant to the Trust
Agreement. The Liquidating Trust will be initially funded and Trust
Expenses paid from Cash transferred to the Liquidating Trust on the
Effective Date.
Counsel to Chapter 11 Trustee:
Douglas C. Noble, Esq.
MCCRANEY | MONTAGNET | QUIN | NOBLE PLLC
602 Steed Road, Suite 200
Ridgeland, MS 39157
Tel: (601) 707-5725
Fax: (601) 510-2939
E-mail: dnoble@MMQNLaw.com
- and -
Derek A. Henderson, Esq.
Anna Claire Henderson, Esq.
1765-1 Lelia Drive, Suite 103
Jackson, MS 39216
Tel: (601) 948-3167
E-mail: derek@derekhendersonlaw.com
A copy of the Disclosure Statement dated November 22, 2023, is
available at https://tinyurl.ph/dOqUi from PacerMonitor.com.
About United Furniture Industries
United Furniture Industries, Inc., manufactures and sells
upholstery. It offers bonded leather and upholstery fabric
recliners, reclining sofas and loveseats, sectionals, and sofa
sleepers, as well as stationary sofas, loveseats, chairs, and
ottomans.
United Furniture Industries was subject to an involuntary Chapter 7
bankruptcy petition (Bankr. N.D. Miss. Case No. 22-13422) filed on
Dec. 30, 2022. The petition was signed by alleged creditors Wells
Fargo Bank, National Association, Security Associates of
Mississippi Alabama LLC, and V & B International, Inc. On Jan. 18,
2023, the court entered the order for relief, thereby, converting
the case to one under Chapter 11.
On Jan. 31, 2023, eight affiliates of United Furniture Industries
filed for Chapter 11 protection in the U.S. Bankruptcy Court for
the Northern District of Mississippi. The affiliates are LS
Logistics, LLC, Furniture Wood, Inc., UFI Transportation, LLC,
United Wood Products, Inc., Associated Bunk Bed Company, FW
Acquisition, LLC, UFI Royal Development, LLC, and UFI Exporter,
Inc. Their Chapter 11 cases are jointly administered under Case No.
22-13422.
Judge Selene D. Maddox oversees the cases.
Wells Fargo is represented by R. Spencer Clift, III, Esq., while
Security Associates is represented by Andrew C. Allen, Esq., at The
Law Offices of Andrew C. Allen.
Derek Henderson is the trustee appointed in the Debtors' Chapter 11
cases. The trustee hired McCraney, Montagnet, Quin, Noble, PLLC as
bankruptcy counsel; King & Spencer, PLLC, NC Eminent Domain Law
Firm and Mullin Hoard & Brown, LLP as special counsels; Harper
Rains Knight & Company as financial advisor; and B. Riley Real
Estate, LLC as real estate advisor.
USA COMPRESSION: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Rating
(IDR) of USA Compression Partners, LP (USAC or partnership) to 'BB'
from 'BB-' and the senior unsecured ratings of USAC and co-issuer
USA Compression Finance Corp.'s senior unsecured notes to
'BB'/'RR4' from 'BB-'/'RR4'. Fitch has also upgraded USAC's senior
secured rating on its secured asset-based revolving credit facility
to 'BBB-'/'RR1' from 'BB+'/'RR1'. The Rating Outlook is Stable.
The upgrade reflects a multitude of structural tailwinds supporting
the business: long and growing lead times for new compression
units, gas to oil ratios increasing, oil prices remaining above
various basin breakevens, and LNG export facilities moving forward.
Along with these tailwinds, USAC has been able to increase its
contract lengths, contract rates, and utilization rates, while also
having opportunities to "high-grade" its customer base.
Consequently, Fitch expects leverage to decrease over the
forecast.
USAC's ratings are reflective of its size/scale and geographic
diversity. Credit concerns include USAC's large distribution to
common unitholders and its high expected leverage relative to other
'BB' companies in the midstream sector. The ratings also consider
that USAC's cash flow is supported by fixed-fee based contracts
with a diverse set of counterparties.
USAC's contract tenor is relatively short, with approximately 23%
of revenue tied to compression services provided on a
month-to-month basis to customers, a number that has continued to
decrease with compression market tightness. Fitch notes that USAC
has a strong history of retaining customers and has long-term
relationships with its largest counterparties.
KEY RATING DRIVERS
Structural Tailwinds: There are several structural tailwinds
supporting the business. USAC management continues to see lead
times for new compressors well in excess of a year, as supply chain
issues have remained. As basins continue to mature over time, USAC
has also noted that gas to oil ratios are increasing, which drives
an increase in demand for their services. Further, strong oil
prices, and Fitch's constructive oil and gas price deck over the
forecast period, support maintained drilling activity and more
production of associated gas. A last tailwind for USAC is multiple
LNG export facilities moving forward, as these projects require
large amounts of natural gas with contracted terms typically of
around 20 years.
Declining Leverage: EBITDA leverage in 2022 was 5.6x, and in 2023
Fitch forecasts leverage of 5.0x. The compression market tightness
has not only allowed USAC to improve utilization rates, but has
also enabled the company to contract at higher rates and for longer
terms. The longer this tightness persists, the more robust and
durable Fitch expects EBITDA to be. Over the forecast, Fitch
expects leverage to remain at or below 5.3x as EBITDA is improved
by compression market tightness effects and incremental EBITDA from
new units purchased in 2022, while debt modestly increases.
Fitch believes the partnership will continue to increase borrowings
on its revolving credit facility to maintain its distribution to
common unitholders and support capex.
Utilization Improving: Over the past two years, USAC's utilization
rates have increased from the 2021 lows, which were driven by
disruptions from the pandemic. The current utilization rate is at
94%, above the long-term average of 90%. Amidst a tight compression
market, the company has been converting idle units and in late 2022
bought some new units to be put into service in 2023 and 2024. USAC
is prioritizing capital discipline for the next few years, which
should allow it to maintain elevated utilization rates amidst a
large horsepower compressor shortage. Fitch will closely monitor
the partnership's ability to maintain strong utilization rates.
Stable Cash Flows: USAC's contracts are 100% fixed-fee, take-or-pay
contracts with no volumetric or commodity price-based revenues.
USAC has a strong track record of average fleet horsepower
utilization over the past decade of approximately 90%. As of 3Q23,
approximately 23% of compression services were provided on a
month-to-month basis. This number has continued its march down over
the past year, and as a result, average contract length has
lengthened, but is still relatively short compared to midstream
peers. However, USAC has historically had a strong track record
with renewals and has longstanding customer relationships.
USAC's focus on larger horsepower, midstream focused compression
applications (like regional gathering, gas processing plant
compression and central gathering with unit specific contracts)
provides it some competitive advantages and creates high barriers
to exit for some customers, making USAC's services costly to
replace.
Counterparty and Geographic Diversification: The partnership's
largest customer only accounts for 11% of revenues, with no other
customer above 10%. The next biggest customer is at 7% of revenues,
and the top 10 provides less than 40% of revenues. With the current
compression market tightness, USAC currently has been
"high-grading" some of its customers. The company is also
geographically diversified with operations in five different
basins. Measured by horsepower, the Permian and Appalachia are
USAC's top basins, accounting for roughly 39% and 25% of the
partnership's assets, respectively. Fitch Oil & Gas is particularly
constructive on these regions.
Parent Subsidiary Rating Linkage: There is a parent subsidiary
relationship between USAC and its parent Energy Transfer LP (ET;
BBB-/Positive). Fitch determines ET's standalone credit profile
(SCP) based on consolidated metrics. Fitch believes ET has a
stronger SCP than USAC. As such, Fitch has followed the stronger
parent path.
Legal incentive to support is low given the lack of guarantees in
place. Strategic incentive is also low as USAC does not contribute
substantially to ET's financial profile and does not offer
significant competitive advantages. However, it does offer
long-term growth potential. Operational incentive is low as USAC
has a separate management team. Due to the aforementioned linkage
considerations, Fitch rates USAC on a standalone basis. Despite the
lack of explicit rating linkages, Fitch views the ownership dynamic
as supportive of the company's credit quality.
DERIVATION SUMMARY
As a provider of compression services, USAC is uniquely positioned
in Fitch's midstream coverage. Based on other business features,
EBITDA size and presence in the Appalachia basin, DT Midstream,
Inc. (DTM; BB+/Positive) is USAC's closest peer. Over 70% of DTM's
revenue comes from take-or-pay contracts and the company has an
EBITDA of about $300 million more than that of USAC. With a
weighted average contract length of nearly nine years, DTM has
significantly longer agreements than USAC does.
Offsetting this, USAC has a more diversified customer base, less
customer concentration, and more geographic diversification. Only
one customer exceeds 10% of contracted capacity, coming in at 11%
of total revenues. DTM's largest customer is a high yield issuer
that accounts for nearly 65% of revenue. Overall, Fitch regards
USAC's business risk as roughly equivalent to that of DTM. Fitch
expects DTM to post 2023 leverage of approximately 4.0x, compared
to 5.0x for USAC. Due to lower leverage, DTM is rated one notch
above USAC.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer:
- Fitch base case oil and gas price deck;
- Base interest rate applicable to the revolving credit facility
reflects the Fitch Global Economic Outlook, with an added spread
included for the refinancing rate of notes;
- EBITDA rises due to improved utilization rates and the company
contracting at higher rates for longer terms;
- Current rate of distribution/unit maintained;
- Interest rate swap remains in place until its termination date.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA leverage at or below 4.3x on a sustained basis along with
a significant increase in size.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage above 5.3x on a sustained basis;
- Distribution coverage below 1.1x on a sustained basis.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Acceptable: Fitch considers USAC's liquidity to be
acceptable and remain so over the near to intermediate term. USAC
currently has a $1.6 billion revolving credit facility that matures
in December 2026, but becomes a springing maturity if any of its
$725 million 2026 senior unsecured notes are outstanding on Dec.
31, 2025. In that case, the revolving credit facility will mature
in December 2025. USAC has the option to increase the amount of
total commitments under the revolving credit facility by $200
million, subject to receipt of lender commitments and satisfaction
of other conditions.
As of Sept. 30, 2023, USAC had outstanding borrowings of $813.1
million with borrowing base availability (based on USAC's borrowing
base) of $786.9 million and available borrowing capacity of $434.3
million under its covenants. Fitch expects the company to increase
revolver borrowings in the upcoming years, reducing availability.
Availability will be reduced further if the borrowing base is
decreased.
Financial covenants permit a maximum funded debt to EBITDA ratio of
5.25x (as calculated under the Credit Agreement, which applies 100%
equity credit to USAC's preferred equity units). Other covenants
include a minimum EBITDA to interest coverage ratio of 2.5x and
secured debt to EBITDA of no greater than 3.0x. USAC was in
compliance with its covenants as of Sept. 30, 2023. USAC's
maturities are limited with the nearest term maturity being the
2026 senior notes.
USAC has in place an interest rate swap with a termination date of
Dec. 31, 2025. The interest rate swap helps mitigate floating rate
exposure on the company's outstanding revolver borrowings, and
Fitch expects the interest rate swap will remain in place until its
termination date.
ISSUER PROFILE
USAC provides compression services in the U.S.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch has applied 50% equity credit to USAC's preferred equity
units. The securities are subordinate to all senior debt, and Fitch
expects that management will keep the preferred equity as a
permanent portion of its capital structure. The instrument permits
the deferral of coupon payments (on a cumulative basis) and
effective maturity is greater than five years.
There is a holder option for a cash redemption in the event of a
change of control. Fitch views this option as non-material as Fitch
believes that management's intent with the preferred was to create
a junior security that qualifies for 100% equity treatment under
its revolving credit facility.
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
----------- ------ -------- -----
USA Compression
Partners, LP LT IDR BB Upgrade BB-
senior unsecured LT BB Upgrade RR4 BB-
senior secured LT BBB- Upgrade RR1 BB+
USA Compression
Finance Corp.
senior unsecured LT BB Upgrade RR4 BB-
VBI VACCINES: Perceptive Advisors Reports 5.8% Equity Stake
-----------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, the following entities reported beneficial ownership of
Common Shares, no par value per share, of VBI Vaccines Inc. as of
Nov. 17, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
Perceptive Advisors LLC 1,381,355 5.8%
Joseph Edelman 1,381,355 5.8%
Perceptive Life Sciences Master Fund, Ltd. 1,381,355 5.8%
Perceptive Credit Holdings, LP 0 0%
The percentage is based on 23,687,695 outstanding Common Shares as
reported by the Issuer in its Quarterly Report on Form 10-Q filed
with the SEC on Nov. 14, 2023, and gives effect to the Issuer’s
30-to-1 reverse stock split effected on April 12, 2023.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/764195/000119312523279971/d38242dsc13da.htm
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines reported a net loss of $113.30 million for the year
ended Dec. 31, 2022, a net loss of $69.75 million for the year
ended Dec. 31, 2021, a net loss of $46.23 million for the year
ended Dec. 31, 2020, a net loss of $54.81 million for the year
ended Dec. 31, 2019, and a net loss of $63.60 million for the year
ended Dec. 31, 2018.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 13, 2023, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of Dec. 31, 2022 and cash outflows from
operating activities for the year-ended Dec. 31, 2022 and, as such,
will require significant additional funds to conduct clinical and
non-clinical trials, commercially launch its products, and achieve
regulatory approvals that raise substantial doubt about its ability
to continue as a going concern.
VBI VACCINES: Perceptive Advisors Reports 5.8% Equity Stake
-----------------------------------------------------------
Perceptive Advisors LLC filed with the Securities and Exchange
Commission Amendment No. 8 to its Schedule 13D to report updated
information on its ownership of VBI Vaccines Inc.'s common stock.
Perceptive Advisors LLC and its affiliated entities, led by Joseph
Edelman, are reported to beneficially own an aggregate amount of
1,381,355 shares, representing 5.8% of VBI Vaccines's common
stock.
Perceptive Advisors LLC may be reached at:
Alexander Rakitin
Perceptive Advisors LLC
51 Astor Place, 10th Floor
New York, NY 10003
Tel: (646) 205-5340
A full-text copy of the Schedule 13D/A Report is available at
https://tinyurl.com/38epzydj
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines reported a net loss of $113.30 million for the year
ended Dec. 31, 2022, a net loss of $69.75 million for the year
ended Dec. 31, 2021, a net loss of $46.23 million for the year
ended Dec. 31, 2020, a net loss of $54.81 million for the year
ended Dec. 31, 2019, and a net loss of $63.60 million for the year
ended Dec. 31, 2018.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 13, 2023, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of Dec. 31, 2022 and cash outflows from
operating activities for the year-ended Dec. 31, 2022 and, as such,
will require significant additional funds to conduct clinical and
non-clinical trials, commercially launch its products, and achieve
regulatory approvals that raise substantial doubt about its ability
to continue as a going concern.
VG IMPERIAL: Plan Filing Deadline Extended to Feb. 13
-----------------------------------------------------
Judge Nancy Hershey Lord has entered an order that VG Imperial
Inc.’s time period to file a chapter 11 plan of reorganization
and disclosure statement is extended to and including February 13,
2024.
About VG Imperial Inc.
VG Imperial Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42627) on October 21,
2022. In the petition signed by Viktor V. Ryptyk, president, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Judge Nancy Hershey Lord oversees the case.
The Law Offices of Alla Kachan, PC, is the Debtor's legal counsel.
VIVAKOR INC: All Proposals OK'd at Special Meeting of Shareholders
------------------------------------------------------------------
Vivakor, Inc. announced that all of its proposals were approved and
with greater than 90% voted for each proposal at its Special
Meeting of Shareholders.
Vivakor Chairman and Chief Executive Officer James Ballengee
commented, "I want to thank our shareholders for their overwhelming
support in favor of these now passed proposals. Of note, I would
like to point out that I am now the single largest shareholder and
have accepted the Acquisition Stock Issuance and CEO Compensation
Shares at $1.08 and $1.42 per share, which is currently 42% and 87%
above Vivakor's current market price, respectively. Moving
forward, I intend to continue receiving 100% of my annual salary in
Vivakor common stock which underlies my belief in the future of the
Company. I am confident in what we have here and enthusiastic about
the future of Vivakor, Inc."
The following proposals were all approved:
* Acquisition Stock Issuance, pursuant to the Membership
Interest Purchase Agreement
* CEO Compensation Shares
* Vivakor, Inc. 2023 Equity and Incentive Plan
* Amendment to Articles of Incorporation to amend its federal
forum selection provision
* Amendment to Articles of Incorporation to increase the
Company's authorized number of shares of Common Stock to 200
million
* Adjournment of the stockholder meeting
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and
developer of technologies and assets in the oil and gas industry,
as well as, related environmental solutions. Currently, the
Company's efforts are primarily focused on operating crude oil
gathering, storage and transportation facilities, as well as
contaminated soil remediation services.
Vivakor reported a net loss attributable to the Company of $19.44
million in 2022, a net loss attributable to the company of $5.48
million in 2021, a net loss attributable to the company of $2.18
million in 2020. As of March 31, 2023, the Company had $74.72
million in total assets, $50.06 million in total liabilities, and
$24.66 million in total stockholders' equity.
W LOFTS: Confirmation Hearing on Trustee's Plan on Jan. 9
---------------------------------------------------------
Judge Christopher J. Panos has entered an order approving the
Disclosure Statement explaining the Chapter 11 Plan filed by the
Chapter 11 Trustee for debtor W Lofts Development, LLC.
Jan. 9, 2024 at 2:00 p.m., prevailing Eastern time, is established
as the date and time of the hearing to consider confirmation of the
Plan. The Plan Confirmation Hearing will be held in Courtroom 3,
Donohue Federal Building and Courthouse, 595 Main St., Worcester,
MA 01608.
The deadline for the filing of any objection to confirmation of the
Plan is December 22, 2023 at 11:59 p.m.
Only holders of claims in Class 2 (Northern Bank and Trust Secured
Claim), Class 3 (Northern Bank and Trust Unsecured Claim), and
Class 4 (General Unsecured Creditors) will be entitled to vote to
accept or reject the Plan.
The deadline for the submission of Ballots to the Trustee is 11:59
p.m. prevailing Eastern time on Dec. 22, 2023. Ballots must be
submitted so as to be received by the Trustee no later than the
Voting Deadline in order to be counted. The Trustee may extend the
Voting Deadline if necessary or desirable.
Dec. 8, 2023 at 11:59 p.m., prevailing Eastern time, is the
deadline for the Trustee to object to a creditor's proof of claim
and have the objection served to affect non-allowance of the claim
for purposes of voting on the Plan.
The deadline for the filing of any motion pursuant to Fed. R.
Bankr. P. 3018(a) for the temporary allowance of claims for voting
purposes is Dec. 22, 2023 at 11:59 p.m., prevailing Eastern time.
The Trustee will file a report of voting tabulation and an
affidavit in support of confirmation of the Plan to serve as direct
evidence of satisfaction of the requirements of 11 U.S.C. Sec. 1129
no later than Jan. 5, 2023 at 11:59 p.m., prevailing Eastern time.
Dec. 15, 2023,at 11:59 p.m., is established as the Administrative
Claim Bar Date for unpaid administrative claims arising prior to
Dec. 1, 2023, except for Professional Fee Claims or the Trustee's
Commission Claim. Any objections to an administrative claim must be
filed no later than Dec. 29, 2023 at 11:59 p.m., prevailing Eastern
time.
Dec. 15, 2023, at 11:59 p.m., prevailing Eastern time, is
established as the deadline by which all professionals employed by
the bankruptcy estate must file an estimate of their fees through
the Effective Date of the Plan.
The Trustee is authorized to solicit higher offers for the purchase
of the real property at 85 Harding St. and 70 Winter St.,
Worcester, MA ("Real Property").
The Trustee is authorized to pursue the sale of the Real Property
through the Motion to Sell and/or Plan confirmation. As described
in more detail in the Notice of Sale, all objections to the sale of
the Real Property must be filed by Dec. 22, 2023 at 11:59 p.m.,
prevailing Eastern time.
About W Lofts Development
W Lofts Development, LLC, filed an involuntary petition under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No.
23-40157) on Mar. 1, 2023. Judge Christopher J. Panos oversees the
case. The Law Office of Neil Kreuzer serves as the Debtor's
counsel.
On May 25, 2023, John O. Desmond, was duly appointed as Chapter 11
trustee of the Debtor's estate. Kate E. Nicholson, Esq., at
Nicholson PC serves as his counsel.
WHEELS UP: CK Wheels, 3 Others Hold 37.1% of Class A Shares
-----------------------------------------------------------
CK Wheels LLC, CK Opportunities GP, LLC, Certares Opportunities
LLC, and Knighthead Opportunities Capital Management, LLC disclosed
that as of Nov. 15, 2023, they beneficially owned 258,169,208
shares of Class A Common Stock, par value $0.0001 per share, of
Wheels Up Experience Inc., representing 37.1% of the shares
outstanding.
On Nov. 9, 2023, the Issuer held a special meeting of stockholders
and obtained the Requisite Shareholder Approval to amend the Issuer
Charter Documents to, among other things, provide for an increase
in the authorized Class A Common Stock as described in the Schedule
13D. On Nov. 15, 2023, the Issuer issued to CK Wheels an
additional 197,606,206 shares of Class A Common Stock in accordance
with the terms of the Investor Rights Agreement and IRA Amendment.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1819516/000095010323016442/dp202958_sc13da-1.htm
About Wheels Up
Headquartered in New York, Wheels Up is a provider of on-demand
private aviation in the U.S. and one of the largest private
aviation companies in the world. Wheels Up offers a complete
global aviation solution with a large, modern and diverse fleet,
backed by an uncompromising commitment to safety and service.
Customers can access membership programs, charter, aircraft
management services and whole aircraft sales, as well as unique
commercial travel benefits through a strategic partnership with
Delta Air Lines. Wheels Up also offers freight, safety and
security solutions and managed services to individuals, industry,
government and civil organizations.
Wheels Up reported a net loss of $555.55 million in 2022, a net
loss of $197.23 million in 2021, a net loss of $85.40 million in
2020, and a net loss of $106.87 million in 2019.
Wheels Up said in its Form 10-Q for the period ended June 30, 2023,
that "The Company had cash and cash equivalents of $151.8 million
and a working capital deficit of $720.8 million as of June 30,
2023. Net cash used in operating activities was $411.7 million for
the six months ended June 30, 2023, and the Company has experienced
recurring losses from operations for the six months ended June 30,
2023. Further, the Company's Note Purchase Agreement and the
Indentures...and related guarantees contain a liquidity covenant
that requires the Company to maintain minimum Adjusted Available
Liquidity of $125.0 million as of the end of each fiscal quarter,
and the Company's Letter Agreement contains a liquidity covenant
that requires the Company (excluding Air Partner Limited and its
subsidiaries) to maintain available cash of at least $5.0 million
on any date...These conditions, as well as current cash and
liquidity projections, raise substantial doubt about our ability to
continue as a going concern for any meaningful period of time after
the date of this filing."
WHEELS UP: Cox Investment Holds 12.4% of Class A Shares
-------------------------------------------------------
Cox Investment Holdings, Inc. disclosed in a Schedule 13D/A filed
with the Securities and Exchange Commission that as of Nov. 15,
2023, it beneficially owned 86,056,403 shares of Class A Common
Stock, par value $0.0001 per share, of Wheels Up Experience Inc.,
representing 12.4 percent of the shares outstanding. The
percentage was calculated on the basis of 696,770,484 shares of
Class A Common Stock, $0.0001 par value, of Wheels Up outstanding
as of Nov. 15, 2023, as reported by the Issuer on Form 8-K filed
with the SEC Nov. 16, 2023.
Amendments to Credit Agreement and Investor Rights Agreement
On Nov. 15, 2023, the Issuer entered into Amendment No. 1 to the
Credit Agreement primarily to reflect the addition of two new
investors collectively providing incremental term loan commitments
of $40 million to the Issuer, therefore increasing the aggregate
principal amount of the five-year term loan facility under the
Credit Agreement to $390 million. The Reporting Person's
commitments under the Credit Agreement remain unchanged.
In connection with the transactions contemplated by the Credit
Agreement Amendment, the Issuer and the Investors entered into
Amendment No. 1 to the Investor Rights Agreement, dated as of Nov.
15, 2023, primarily to provide for the issuance of shares of Class
A Common Stock to the Additional Investors as consideration for the
transactions contemplated by the Credit Agreement Amendment.
Shareholder Approval and Subsequent Issuance of Shares
On Nov. 9, 2023, the Issuer held a special meeting of stockholders
and obtained the Requisite Shareholder Approval to amend the Issuer
Charter Documents to, among other things, provide for an increase
in the authorized Class A Common Stock as described in the Schedule
13D. On Nov. 15, 2023, the Issuer issued to the Reporting Person
an additional 65,868,736 shares of Class A Common Stock in
accordance with the terms of the Investor Rights Agreement and IRA
Amendment.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1819516/000119312523280649/d576787dsc13da.htm
About Wheels Up
Headquartered in New York, Wheels Up is a provider of on-demand
private aviation in the U.S. and one of the largest private
aviation companies in the world. Wheels Up offers a complete
global aviation solution with a large, modern and diverse fleet,
backed by an uncompromising commitment to safety and service.
Customers can access membership programs, charter, aircraft
management services and whole aircraft sales, as well as unique
commercial travel benefits through a strategic partnership with
Delta Air Lines. Wheels Up also offers freight, safety and
security solutions and managed services to individuals, industry,
government and civil organizations.
Wheels Up reported a net loss of $555.55 million in 2022, a net
loss of $197.23 million in 2021, a net loss of $85.40 million in
2020, and a net loss of $106.87 million in 2019.
Wheels Up said in its Form 10-Q for the period ended June 30, 2023,
that "The Company had cash and cash equivalents of $151.8 million
and a working capital deficit of $720.8 million as of June 30,
2023. Net cash used in operating activities was $411.7 million for
the six months ended June 30, 2023, and the Company has experienced
recurring losses from operations for the six months ended June 30,
2023. Further, the Company's Note Purchase Agreement and the
Indentures...and related guarantees contain a liquidity covenant
that requires the Company to maintain minimum Adjusted Available
Liquidity of $125.0 million as of the end of each fiscal quarter,
and the Company's Letter Agreement contains a liquidity covenant
that requires the Company (excluding Air Partner Limited and its
subsidiaries) to maintain available cash of at least $5.0 million
on any date...These conditions, as well as current cash and
liquidity projections, raise substantial doubt about our ability to
continue as a going concern for any meaningful period of time after
the date of this filing."
WHEELS UP: Delta Air Lines Holds 37.8% of Class A Shares
--------------------------------------------------------
Delta Air Lines, Inc. disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of Nov. 15, 2023, it
beneficially owned 263,369,307 shares of Class A Common Stock, par
value $0.0001 per share, of Wheels Up Experience Inc., representing
37.8 percent of the shares outstanding.
The percentage was calculated on the basis of 696,770,484 shares of
Class A Common Stock, $0.0001 par value, of Wheels Up Experience
Inc., outstanding as of Nov. 15, 2023, as reported by the Issuer on
Form 8-K filed with the SEC on Nov. 16, 2023.
On Nov. 9, 2023, the Issuer held a special meeting of stockholders
and obtained the Requisite Shareholder Approval to amend the Issuer
Charter Documents to, among other things, provide for an increase
in the authorized Class A Common Stock. On Nov. 15, 2023, the
Issuer issued to the Reporting Person an additional 197,606,206
shares of Class A Common Stock in accordance with the terms of the
Investor Rights Agreement and IRA Amendment.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1819516/000168316823008288/delta_sc13da4.htm
About Wheels Up
Headquartered in New York, Wheels Up is a provider of on-demand
private aviation in the U.S. and one of the largest private
aviation companies in the world. Wheels Up offers a complete
global aviation solution with a large, modern and diverse fleet,
backed by an uncompromising commitment to safety and service.
Customers can access membership programs, charter, aircraft
management services and whole aircraft sales, as well as unique
commercial travel benefits through a strategic partnership with
Delta Air Lines. Wheels Up also offers freight, safety and
security solutions and managed services to individuals, industry,
government and civil organizations.
Wheels Up reported a net loss of $555.55 million in 2022, a net
loss of $197.23 million in 2021, a net loss of $85.40 million in
2020, and a net loss of $106.87 million in 2019.
Wheels Up said in its Form 10-Q for the period ended June 30, 2023,
that "The Company had cash and cash equivalents of $151.8 million
and a working capital deficit of $720.8 million as of June 30,
2023. Net cash used in operating activities was $411.7 million for
the six months ended June 30, 2023, and the Company has experienced
recurring losses from operations for the six months ended June 30,
2023. Further, the Company's Note Purchase Agreement and the
Indentures...and related guarantees contain a liquidity covenant
that requires the Company to maintain minimum Adjusted Available
Liquidity of $125.0 million as of the end of each fiscal quarter,
and the Company's Letter Agreement contains a liquidity covenant
that requires the Company (excluding Air Partner Limited and its
subsidiaries) to maintain available cash of at least $5.0 million
on any date...These conditions, as well as current cash and
liquidity projections, raise substantial doubt about our ability to
continue as a going concern for any meaningful period of time after
the date of this filing."
WINDSOR TERRACE: Committee Hires Troutman Pepper as Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Windsor Terrace
Healthcare, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Troutman Pepper Hamilton Sanders LLP as counsel of Windsor Hayward
Estates, LLC, and Windsor Sacramento Estates, LLC.
The firm will provide these services:
a. advise the New Windsor Committee with respect to its rights,
duties and powers in these cases;
b. assist and advise the New Windsor Committee in its
consultations with the Debtors relating to the administration of
these cases;
c. assist the New Windsor Committee in analyzing the claims of
the Debtors' creditors and the Debtors' capital structure and in
negotiating with the holders of claims and, if appropriate, equity
interests;
d. assist the New Windsor Committee's investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and other parties involved with the Debtors, and the operation of
the Debtors' businesses;
e. assist the New Windsor Committee in its analysis of, and
negotiations with the Debtors or any other third parties concerning
matters related to, among other things, the assumption or rejection
of certain leases of non-residential real property and executory
contracts, asset dispositions, financing transactions and the terms
of a plan of reorganization or liquidation for the Debtors;
f. assist and advise the New Windsor Committee as to its
communications, if any, to the general creditor body regarding
significant matters in this case;
g. represent the New Windsor Committee at all hearings and other
proceedings;
h. review, analyze, and advise the New Windsor Committee with
respect to applications, orders, statements of operations and
schedules filed with the Court;
i. assist the New Windsor Committee in preparing pleadings and
applications as may be necessary in furtherance of the New Windsor
Committee's interests and objectives; and
i. perform such other services as may be required and which are
deemed to be in the interests of the New Windsor Committee in
accordance with the New Windsor Committee's powers and duties as
set forth in the Bankruptcy Code.
The firm will be paid at these rates:
Deborah Kovsky-Apap, Partner $800 per hour
Francis J. Lawall, Partner $800 per hour
Katalina Baumann, Counsel $640 per hour
Tori L. Remington, Associate $536 per hour
Susan Henry, Paralegal $312 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
a. Troutman Pepper did not agree to a variation of its standard
or customary billing arrangement for this engagement. Nonetheless,
as described above, Troutman Pepper did agree to provide the New
Windsor Committee with a 20 percent discount off its standard
hourly rates subject to an $800 per hour cap.
b. None of the professionals included in this engagement have
varied their rate based on the geographic location of these chapter
11 cases.
c. Troutman Pepper did not represent the New Windsor Committee
in the 12 months prepetition; provided that Troutman Pepper
represents the Original Windsor Committee as set forth herein and
in the Application.
d. Troutman Pepper and the New Windsor Committee are developing
an initial budget and staffing plan. Troutman Pepper and the New
Windsor Committee expect to also develop periodic supplemental
budgets and staffing plans to comply with the U.S. Trustee’s
requests for information and additional disclosures, and any orders
of this Court for the post-petition period. In accordance with the
U.S. Trustee Guidelines, and recognizing the unforeseeable fees and
expenses that may arise in a large chapter 11 case, Troutman Pepper
and the New Windsor Committee may need to amend the budget as
necessary to reflect changed circumstances or unanticipated events.
The budget and staffing plan are intended as estimates and not caps
or limitations on fees or expenses that may be incurred or on the
number or identity or professionals or paraprofessionals who may
provide services to the New Windsor Committee in these chapter 11
cases. For the avoidance of doubt, any budget or staffing plan for
the New Windsor Committee may be combined with the budget or
staffing plan for the Original Windsor Committee, as necessary.
Deborah Kovsky-Apap, Esq., a partner at Troutman Pepper Hamilton
Sanders, LLP, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
The firm can be reached through:
Deborah Kovsky-Apap, Esq.
Troutman Pepper Hamilton Sanders, LLP
875 Third Avenue
New York, NY 10022
Telephone: (212) 808-2726
Facsimile: (212) 704-6288
Email: deborah.kovsky@troutman.com
About Windsor Terrace Healthcare, LLC
Stratis Corp. owns a restaurant specializing in Italian cuisine.
Stratis Corp. D/B/A Casa Rina Restaurant filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 23-22617) on August 18, 2023. The petition was
signed by Tommy Stratigakas as president. At the time of filing,
the Debtor estimated $172,822 in assets and $1,065,000 in
liabilities.
Judge Sean H. Lane presides over the case.
H Bruce Bronson, Esq. at BRONSONLAW OFFICES PC represents the
Debtor as counsel.
YEP COMMERCE: Seeks to Hire May Potenza Baran as Co-Counsel
-----------------------------------------------------------
Yep Commerce, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to employ May Potenza Baran &
Gillespie P.C. as co-counsel.
The firm's services include:
a. preparing pleadings and motions and conducting of
examinations incidental to estate administration;
b. advising the Debtor of its rights, duties, and obligations
under Chapter 11 of the Bankruptcy Code;
c. taking any and all other necessary action incident to the
proper preservation and administration of this Chapter 11 estate;
and
d. advising the Debtor in the formulation and presentation of a
plan pursuant to Chapter 11 of the Bankruptcy Code, and concerning
any and all matters relating to the foregoing.
The firm will be paid at these rates:
Grant L. Cartwright, Partner $535 per hour
Andrew A. Harnisch, Partner $535 per hour
Eric W. Moats, Associate $375 per hour
Michelle Giordano, Paralegal $250 per hour
The retainer is $100,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Grant L. Cartwright, Esq., a partner at May Potenza Baran &
Gillespie P.C., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Grant L. Cartwright, Esq.
May Potenza Baran & Gillespie P.C.
201 N. Central Avenue, Suite 2200
Phoenix, AZ 85004-0608
Telephone: (602) 252-1900
Facsimile: (602) 252-1114
E-mail: gcartwright@maypotenza.com
About Yep Commerce, Inc.
Yep Commerce, Inc. is a general freight trucking company. Its
logistics solutions are designed to serve the needs of individual
shippers, small and mid-sized businesses, as well as enterprise
customers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.Del Case No. 23-11820) on November 6,
2023. In the petition signed by Airende Ojeomogha, chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Laurie Selber Silverstein oversees the case.
Jason S. Levin, Esq., at Morris James LLP, represents the Debtor as
legal counsel.
YEP COMMERCE: Seeks to Hire Morris James LLP as Counsel
-------------------------------------------------------
Yep Commerce, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Morris James LLP as
counsel.
The firm's services include:
a. providing legal advice with respect to the Debtor’s powers
and duties as debtor in possession in the continued operation of
their business, management of their properties and related
matters;
b. preparing and pursing confirmation of a plan and approval of
disclosure statement;
c. preparing necessary applications, motions, answers, orders,
reports and other legal papers on behalf of the Debtor;
d. appearing in Court and protecting the interests of the Debtor
before the Court; and
e. performing all other legal services for the Debtor that may
be necessary and proper in these proceedings.
The firm will be paid at these rates:
Brya M. Keilson, Partner $750 per hour
Jason S. Levin, Associate $450 per hour
Stephanie Lisko, Paralegal $350 per hour
Douglas Depta, Paralegal $350 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brya M. Keilson, Esq., a partner at Morris James LLP, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brya M. Keilson, Esq.
Morris James LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Tel: (302) 888-6800
About Yep Commerce, Inc.
Yep Commerce, Inc. is a general freight trucking company. Its
logistics solutions are designed to serve the needs of individual
shippers, small and mid-sized businesses, as well as enterprise
customers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.Del Case No. 23-11820) on November 6,
2023. In the petition signed by Airende Ojeomogha, chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Laurie Selber Silverstein oversees the case.
Jason S. Levin, Esq., at Morris James LLP, represents the Debtor as
legal counsel.
YEP COMMERCE: William Homony Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed William Homony of
Miller Coffey Tate, LLP as Subchapter V trustee for Yep Commerce,
Inc.
Mr. Homony 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. Homony declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
William A. Homony, CIRA
Miller Coffey Tate, LLP
1628 John F. Kennedy Boulevard, Suite 950
Philadelphia, PA 19103
Telephone: (215) 561-0950 ext. 26
Fax: (215) 561-0330
Email: bhomony@mctllp.com
About Yep Commerce
Yep Commerce, Inc. is a general freight trucking company in
Sacramento, Calif. Its logistics solutions are designed to serve
the needs of individual shippers, small and mid-sized businesses,
as well as enterprise customers.
Yep Commerce filed Chapter 11 petition (Bankr. D. Del Case No.
23-11820) on Nov. 6, 2023, with up to $10 million in both assets
and liabilities. Airende Ojeomogha, chief executive officer, signed
the petition.
Judge Laurie Selber Silverstein oversees the case.
Jason S. Levin, Esq., at Morris James, LLP, represents the Debtor
as legal counsel.
YIELD10 BIOSCIENCE: Faces Nasdaq Delisting
------------------------------------------
Yield10 Bioscience, Inc. disclosed in a Form 8-K Report filed with
the Securities and Exchange Commission that the Company has
received a notice from Nasdaq of a determination that the Company
had not met the terms of an extension to comply with certain
requirements for continued listing.
As previously disclosed, on May 18, 2023, the Nasdaq Listing
Qualifications Department informed Yield10 Bioscience that it did
not comply with the minimum stockholders' equity requirement of at
least $2,500,000 pursuant to Nasdaq Listing Rule 5550(b)(1). The
Staff granted the Company's request for an extension until
September 30, 2023, which was subsequently extended until November
14, 2023, to comply with Rule 5550(b)(1).
However, the Company did not complete a capital raising transaction
of up to $12,000,000, and the Company has not yet finalized a
definitive investment and offtake agreement for low-carbon
intensity Camelina feedstock oil with Marathon Petroleum
Corporation or converted an outstanding $1,000,000 note issued to
Marathon into the Company's common stock. The Company has requested
an appeal of the Staff's determination and submitted a hearing
request to the Nasdaq Hearings Panel, which request stays any
delisting action by the Staff until the hearing process has
concluded.
Additionally, on September 25, 2023, the Company also received a
deficiency letter from the Staff notifying the Company that it was
not in compliance with the requirement to maintain a minimum bid
price of at least $1.00 per share pursuant to Nasdaq Listing Rule
5550(a)(2).
The Company is diligently working to regain compliance with all
applicable Nasdaq listing criteria; however, there can be no
assurance that a hearing with the Panel will be successful or, if
the Panel determines to continue the Company's listing, that the
Company will be able to satisfy the continued listing criteria
subsequent to the hearing.
About Yield10
Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an
agricultural bioscience company focused on the large-scale
production of low carbon sustainable products from processing
Camelina seed using the oilseed Camelina sativa ("Camelina") as a
platform crop.
Yield10 Bioscience reported a net loss of $13.57 million for the
year ended Dec. 31, 2022, compared to a net loss of $11.03 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $8.08 million in total assets, $3.68 million in total
liabilities, and $4.40 million in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
March 14, 2023, citing that the Company has suffered recurring
losses from operations and does not have sufficient liquidity to
meet forecasted costs. This raises substantial doubt about the
Company's ability to continue as a going concern.
YUNHONG GREEN: Incurs $967K Net Loss in Third Quarter
-----------------------------------------------------
Yunhong Green CTI Ltd. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $967,000 on $1.92 million of net sales for the three months
ended Sept. 30, 2023, compared to a net loss of $969,000 on $2.26
million of net sales for the three months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss of $720,000 on $11.03 million of net sales, compared to a
net loss of $1.39 million on $12.48 million of net sales for the
same period in 2022.
As of Sept. 30, 2023, the Company had $14.27 million in total
assets, $11.34 million in total liabilities, and $2.93 million in
total stockholders' equity.
Yunhong Green said, "The ability of the Company to continue as a
going concern is dependent on the Company obtaining adequate
capital to fund operating losses. Management's plans to continue
as a going concern include raising additional capital through sales
of equity securities and borrowing, continuing to focus our Company
on the most profitable elements, and exploring alternative funding
sources on an as needed basis. However, management cannot provide
any assurances that the Company will be successful in accomplishing
any of its plans. The COVID-19 pandemic, supply chain challenges,
and inflationary pressures (including cost and availability of
helium) have impacted the Company's business operations to some
extent and is expected to continue to do so and these impacts may
include reduced access to capital. In addition...the Company has a
related party, subordinated note in the amount of $1.3 million
scheduled to become due and payable on December 31, 2023. While
the Company expects to resolve this note using cash and/or equity,
there can be no assurance of success. The ability of the Company
to continue as a going concern may be dependent upon its ability to
successfully secure other sources of financing and attain
profitable operations. There is substantial doubt about the
ability of the Company to continue as a going concern for one year
from the issuance of the accompanying consolidated financial
statements. The accompanying consolidated financial statements do
not include any adjustments that might be necessary if the Company
is unable to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1042187/000149315223040227/form10-q.htm
About Yunhong Green
Yunhong Green CTI Ltd (formerly known as Yunhong CTI Ltd.) (i)
designs, manufactures and distributes metalized balloon products
throughout the world, including balloon-inspired gift items, (ii)
distributes purchased latex balloons and related products, (iii)
operates systems for the production, lamination, coating and
printing of films used for food packaging and other commercial uses
and for conversion of films to flexible packaging containers and
other products, and is beginning to (iv) offer for sale purchased
compostable material solutions.
Yunhong CTI reported a net loss of $1.47 million for the 12 months
ended Dec. 31, 2022, compared to a net loss of $7.55 million for
the 12 months ended Dec. 31, 2021. As of Dec. 31, 2022, the
Company had $15.28 million in total assets, $12.54 million in total
liabilities, and $2.75 million in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 12, 2023, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re The O.C. Laser, LLC
Bankr. D. Ariz. Case No. 23-08392
Chapter 11 Petition filed November 21, 2023
See
https://www.pacermonitor.com/view/LWOTHUQ/The_OC_Laser_LLC__azbke-23-08392__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael R. Totaro, Esq.
TOTARO & SHANAHAN, LLP
E-mail: Ocbkatty@aol.com
In re Yousef Mousa Ali Rashid
Bankr. D.P.R. Case No. 23-03824
Chapter 11 Petition filed November 21, 2023
represented by: Nilda Gonzalez Cordero, Esq.
In re Mr. Vert Cleaning, LLC
Bankr. S.D. Fla. Case No. 23-19670
Chapter 11 Petition filed November 22, 2023
See
https://www.pacermonitor.com/view/USN53RI/Mr_Vert_Cleaning_LLC__flsbke-23-19670__0001.0.pdf?mcid=tGE4TAMA
represented by: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: chad@cvhlawgroup.com
In re Seth Pomeroy and Lisa Pomeroy
Bankr. N.D. Ill. Case No. 23-15728
Chapter 11 Petition filed November 22, 2023
represented by: Ben Schneider, Esq.
In re Najam Syed
Bankr. E.D. Mich. Case No. 23-50241
Chapter 11 Petition filed November 22, 2023
represented by: Elliot Crowder, Esq.
STEVENSON & BULLOCK, P.L.C.
In re Freedom Facility Maintenance LLC
Bankr. E.D.N.Y. Case No. 23-74389
Chapter 11 Petition filed November 22, 2023
See
https://www.pacermonitor.com/view/4H55QTY/Freedom_Facility_Maintenance_LLC__nyebke-23-74389__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard S. Feinsilver, Esq.
RICHARD S. FEINSILVER, ESQ.
E-mail: feinlawny@yahoo.com
In re Menachem Haimovich
Bankr. S.D.N.Y. Case No. 23-11858
Chapter 11 Petition filed November 22, 2023
represented by: Douglas Pick, Esq.
In re TDC Group Inc.
Bankr. S.D. Ohio Case No. 23-54084
Chapter 11 Petition filed November 22, 2023
See
https://www.pacermonitor.com/view/5CKXL5Q/TDC_Group_Inc__ohsbke-23-54084__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re RKS Enterprises, Inc.
Bankr. D. Ore. Case No. 23-62181
Chapter 11 Petition filed November 22, 2023
See
https://www.pacermonitor.com/view/AOMQQ6Q/RKS_Enterprises_Inc__orbke-23-62181__0001.0.pdf?mcid=tGE4TAMA
represented by: Keith Y. Boyd, Esq.
KEITH Y. BOYD, PC
E-mail: keith@boydlegal.net
In re LBU Franchises Corporation
Bankr. S.D. Tex. Case No. 23-34586
Chapter 11 Petition filed November 22, 2023
See
https://www.pacermonitor.com/view/NPCYSTI/LBU_Franchises_Corporation__txsbke-23-34586__0001.0.pdf?mcid=tGE4TAMA
represented by: Broocks McClure Wilson, Esq.
KEAN MILLER LLP
E-mail: mack.wilson@keanmiller.com
In re Bayes Capital, LLC
Bankr. D.N.J. Case No. 23-20950
Chapter 11 Petition filed November 24, 2023
See
https://www.pacermonitor.com/view/GHKP42Q/Bayes_Capital_LLC__njbke-23-20950__0001.0.pdf?mcid=tGE4TAMA
represented by: Kenneth L. Baum, Esq.
LAW OFFICES OF KENNETH L. BAUM LLC
E-mail: kbaum@kenbaumdebtsolutions.com
In re Victor Hugo Padilla
Bankr. S.D. Fla. Case No. 23-19725
Chapter 11 Petition filed November 27, 2023
represented by: Rachamin Cohen, Esq.
In re 207 E 15TH ST LLC
Bankr. D.N.J. Case No. 23-20978
Chapter 11 Petition filed November 27, 2023
See
https://www.pacermonitor.com/view/BNDBP5A/207_E_15TH_ST_LLC__njbke-23-20978__0001.0.pdf?mcid=tGE4TAMA
represented by Avram D. White
White and Co. Attorneys and Counsellors
E-mail: avram.randr@gmail.com
In re 193 Hancock LLC
Bankr. E.D.N.Y. Case No. 23-44297
Chapter 11 Petition filed November 27, 2023
See
https://www.pacermonitor.com/view/RZEWYQQ/193_Hancock_LLC__nyebke-23-44297__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re LJK Wallcoverings, Inc.
Bankr. S.D.N.Y. Case No. 23-22876
Chapter 11 Petition filed November 27, 2023
See
https://www.pacermonitor.com/view/2GMREMA/LJK_Wallcoverings_Inc__nysbke-23-22876__0001.0.pdf?mcid=tGE4TAMA
represented by: Charles A. Higgs, Esq.
THE LAW OFFICE OF CHARLES A. HIGGS
E-mail: charles@freshstartesq.com
In re Natural Disaster Proof Homes, Inc.
Bankr. D.P.R. Case No. 23-03863
Chapter 11 Petition filed November 27, 2023
See
https://www.pacermonitor.com/view/BGHYBWA/NATURAL_DISASTER_PROOF_HOMES_INC__prbke-23-03863__0001.0.pdf?mcid=tGE4TAMA
represented by: Modesto Bigas-Mendez, Esq.
MODESTO BIGAS LAW OFFICE
E-mail: modestobigas@yahoo.com
In re Salo Enterprise Corp
Bankr. D.P.R. Case No. 23-03865
Chapter 11 Petition filed November 27, 2023
See
https://www.pacermonitor.com/view/BLJ4LEA/SALO_ENTERPRISE_CORP__prbke-23-03865__0001.0.pdf?mcid=tGE4TAMA
represented by: Javier Vilarino, Esq.
VILARINO AND ASSOCIATES LLC
E-mail: jvilarino@vilarinolaw.com
In re Jess Thomas and Brooke Thomas
Bankr. E.D. Wisc. Case No. 23-25433
Chapter 11 Petition filed November 27, 2023
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***