/raid1/www/Hosts/bankrupt/TCR_Public/231206.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, December 6, 2023, Vol. 27, No. 339
Headlines
151 MILBANK: Sale of Property to Pay Unsecured Claims
16 EAST 39 MEMBER: Secured Party Sets Dec. 15 Auction
1651 SOUTH: Jan. 9 Disclosure Statement Hearing Set
1651 SOUTH: Unsecured Creditors to be Paid in Full With Interest
ABERDEEN ENTERPRISES: Hires Corcoran Group, Sotheby, as Brokers
ADAMS HOTELS: Reuben Bros. to Seize Chatwal After Debt Default
ADAVAN FITNESS: Court OKs Cash Collateral Access Thru Jan 2024
AETIUS COMPANIES: Hires Finley Group as Financial Advisor
AINOS INC: Third Quarter 2023 Financial Results Released
AJC MEDICAL: Plan Filing Deadline Extended to Jan. 26
ALACRITY HOLDINGS: Seeks Approval of Disclosure Statement
ALASKA AIR: S&P Alters Outlook to Negative, Affirms 'BB' ICR
ALLIANT HOLDINGS: S&P Assigns 'B' Rating on New Debt Tranches
AMERICANAS SA: Closed 121 Stores Until October
ANAGRAM HOLDINGS: Court OKs Bid Rules for Sale of Assets
AQUARIUM SOLUTIONS: Court OKs Collateral Access Thru Dec 13
ARC MANAGEMENT: Files Chapter 11 to Stop Receiver
ASSISTED LIVING: S&P Affirms 'CCC+' LT Ratings on 2017A-B Bonds
AVE P DELI: Hires Law Office of Alla Kachan PC as Counsel
AXOS FINANCIAL: Moody's Withdraws 'Ba1' LongTerm Issuer Rating
AY PHASE II: Public Auction Set for January 2024
BELLE ISLE: Wins Cash Collateral Access Thru Dec 13
BIOSTEEL SPORTS: 2 Add'l Firms Get Chapter 15 Approval
BIOSTEEL SPORTS: Completes $30.4-Mil. Sales
BLUE DOLPHIN: Third Quarter 2023 Results Released
BLUE STAR: Receives Noncompliance Notice From Nasdaq
CAPREF LLOYD: Case Summary & 12 Unsecured Creditors
CAPROCK LAND: Court OKs Interim Cash Collateral Access
CAPROCK MILLING: Hires Mullin Hoard & Brown as Counsel
CAPSTONE TOPCO: Moody's Affirms 'B2' CFR, Outlook Remains Stable
CAREVIEW COMMS: Losses, Cash Outflows Raise Going Concern Doubt
CENTURY GRANITE: Case Summary & 20 Largest Unsecured Creditors
CONSTRUCTION ALLSTARS: Hires Ritter Spencer Cheng as Counsel
COWORKRS 3RD STREET: Seeks Cash Collateral Access
CQP HOLDCO: S&P Assigns 'BB' Rating on New Senior Secured Notes
CRYPTO CO: Agrees to Convert CEO's $50K Salary Into Equity
CUETO CONSULTING: Case Summary & Eight Unsecured Creditors
CUSHMAN & WAKEFIELD: Moody's Alters Outlook on 'B1' CFR to Stable
DELDOR WELLNESS: Unsecureds Will Get 10% of Claims in 60 Months
DEPENDABLE LAWN: Court OKs Cash Collateral Access Thru Jan 2024
DEPENDABLE LAWN: Hires ACO Commercial as Real Estate Broker
DIGITAL MEDIA: Reports $17.1MM Net Loss in Q3 2023
DIRECTBUY HOME: Committee Hires Frost Brown Todd as Legal Counsel
DIVERSIFIED PANELS: Court OKs Cash Collateral Access Thru Dec 14
DMD SERVICES: Amends Disclosures After Sec. 1111(b) Election
DMG SECURITY: William Avellone Named Subchapter V Trustee
DMK PHARMACEUTICALS: Raises Going Concern Doubt
EASTGATE WHITEHOUSE: Jan. 11 Hearing on Barclays Plan Set
EDISON INTERNATIONAL: S&P Rates Junior Subordinated Notes 'BB+'
ELEMENT CONSTRUCTION: Gary Rainsdon Named Subchapter V Trustee
ELEMENT CONSTRUCTION: Hires Better Homes as Real Estate Broker
ELEMENT CONSTRUCTION: Hires Zenith Tax & Accounting as Accountant
ENOVA INTERNATIONAL: S&P Rates New $400MM Sr. Unsecured Notes 'B-'
ESCEE DELIVERY: Katharine Battaia Clark Named Subchapter V Trustee
ESOURCE RESOURCES: Seeks to Hire Marietta CPA as Accountant
EVERGREEN SITE: Amends Disputed Judgment Liens Claims Pay
EXELA TECHNOLOGIES: Incurs $30.9 Million Net Loss in 2nd Quarter
FAT DADDY: Wins Cash Collateral Access Thru Jan 2024
FIRST QUALITY: Starts Subchapter V Bankruptcy
FORT WAYNE COLD: Hires Hawk Distribution as Expert Consultant
FR BR HOLDINGS: Fitch Puts 'CCC+' LongTerm IDR on Watch Negative
FREEDOM 26: Hires Raymond H. Aver as Bankruptcy Counsel
FREEDOM MORTGAGE: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
GARUDA HOTELS: Chapter 11 Trustee Cancels Dec. 7 Auction
GAUCHO GROUP: Gets 180-Day Extension to Regain Nasdaq Compliance
GAUCHO GROUP: Welcomes Doug Casey as Lead Business Advisor
GIGA-TRONICS INC: Raises Going Concern Doubt as Cash Crunch Looms
GLOBAL VALUES VT: Case Summary & Nine Unsecured Creditors
GLOBAL VALUES: Case Summary & 20 Largest Unsecured Creditors
GOURMET PLUS: Seeks to Use SBA's Cash Collateral
GRIFFON GANSEVOORT: Hires MCG Capital Group as Real Estate Broker
H&B AUTO: Seeks to Hire Fuller Law Firm P.C. as Counsel
HANNON ARMSTRONG: S&P Rates New Senior Unsecured Notes 'BB+'
HARVARD APPARATUS: Raises Going Concern Doubt
HAWAIIAN HOLDINGS: S&P Alters Outlook to Dev., Affirms 'B-' ICR
HERSHEY CHAN: Voluntary Chapter 11 Case Summary
HOLLEY INC: S&P Alters Outlook to Positive, Affirms 'B-' ICR
INVERSIONES LATIN: Seeks Cash Collateral Access
IRON MOUNTAIN: S&P Assigns 'BB' Rating on $1BB Term Loan B
ISLAND ROOFING: Court OKs Interim Cash Collateral Access
J.B. POINDEXTER: S&P Alters Outlook to Stable, Affirms 'B+' ICR
JAM PIZZA: May Use Cash Collateral Thru Dec 14
JSMITH CIVIL: Court OKs Cash Collateral Access Thru Jan 2024
KIDDE-FENWAL: Creditors Want to Sue Parent Companies
KINETIK HOLDINGS:S&P Rates New $500MM Senior Unsecured Notes 'BB+'
LAJOHNTY HOLDINGS: Nicole Nigrelli Named Subchapter V Trustee
LAURA CHRISTY: Geron Yann Named Subchapter V Trustee
LBU FRANCHISES: Seeks to Tap Kean Miller LLP as Bankruptcy Counsel
LEAFBUYER TECHNOLOGIES: Raises Going Concern Doubt
LITTLE FALLS GARDEN: Voluntary Chapter 11 Case Summary
LUCENA DAIRY: Wins Cash Collateral Access Thru Dec 30
LUNA DAIRY: Wins Cash Collateral Access Thru Dec 30
MAGNATE WORLDWIDE: S&P Downgrades ICR to 'B-', Outlook Stable
MASTERMIND GP: Enters Into Asset Purchase Agreement with Unity
METROPOLITAN BREWING: Wins Cash Collateral Access
MICHIGAN MEDICAL: Court OKs Interim Cash Collateral Access
MICHIGAN MEDICAL: Hires Stevenson & Bullock as Counsel
MINIM INC: Falls Short of Nasdaq Minimum Bid Price Requirement
MIRACLE HILL: Seeks to Hire Carr Riggs & Ingram as Accountant
MJS CAPITAL: Case Summary & Four Unsecured Creditors
MOTLEY MILL: Case Summary & 18 Unsecured Creditors
MULLEN AUTOMOTIVE: Board OKs Amended and Restated Bylaws
MULLEN AUTOMOTIVE: Sets Annual Stockholders Meeting for Feb. 29
MY GEORGIA PLUMBER: Tamara Miles Ogier Named Subchapter V Trustee
NABORS INDUSTRIES: Raises $640MM in Sale of 2030 Senior Notes
NANO MAGIC: Continuing Losses Raise Going Concern Doubt
NASHFIT LLC: Files Amendment to Disclosure Statement
NASHVILLE SENIOR: Gets OK to Sell Assets to Nexus for $57.5MM
NEXTERA ENERGY: S&P Rates $750MM Senior Unsecured Notes 'BB'
NOVVI LLC: Case Summary & 30 Largest Unsecured Creditors
NUVEI TECHNOLOGIES: Moody's Rates Proposed First Lien Loans 'Ba3'
NUVEI TECHNOLOGIES: S&P Rates $1.88BB New Senior Sec. Debt 'BB-'
OPEN TEXT: Fitch Alters Outlook on 'BB+' LongTerm IDRs to Stable
ORETEST INTERNATIONAL: Hires Alt Key PLLC as Accountant
OVAL SQUARED: Court OKs Cash Collateral Access Thru Jan 2024
PALMER DRIVES: Updates SBA Secured Claim Pay; Files Amended Plan
PANZER BUILDING: Voluntary Chapter 11 Case Summary
PAR KING: Jeanette McPherson Named Subchapter V Trustee
PARKLAND CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru Jan 2024
PEACE EQUIPMENT: Says 2nd Amended Plan Addresses Concerns
PENNSYLVANIA REAL ESTATE: Owner Preps Up 2nd Bankruptcy
PETROLIA ENERGY: Recurring Losses Raise Going Concern Doubt
PHUNWARE INC: Recurring Losses Raise Going Concern Doubt
PIONEER INTER-DEVELOPMENT: Aleida Molina Named Subchapter V Trustee
PROPERTY ADVOCATES: Hires Rehmann Robson LLC as Accountant
PROVECTUS BIOPHARMA: Continued Losses Raise Going Concern Doubt
PSW URBAN: Voluntary Chapter 11 Case Summary
PURDUE PHARMA: Supreme Court Appears Divided Over Deal
R&W CLARK CONSTRUCTION: Wins Cash Collateral Access Thru Jan 2024
RELIABLE FORECLOSURE: Hires Ronald D. Weiss as Bankruptcy Counsel
REMARK HOLDINGS: Recurring Losses Raise Going Concern Doubt
RETAIL ECOMMERCE: Has High Risk of Default, Says Creditsafe
RISE DEVELOPMENT: Heidi Sorvino Named Subchapter V Trustee
RISKON INTERNATIONAL: Faces Cash Crunch, Has Going Concern Doubt
RITE AID: Seeks to Hire Marc Liebman of Alvarez & Marsal as CTO
RLG HOLDINGS:S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
RODA LLC: Seeks $290,505 of Cash Collateral Thru Feb 2024
RUBY-GORDON INC: Hires Dawson Law Firm P.C. as Counsel
RYZE RENEWABLES: Files Amended Plan; Confirmation Hearing Jan. 8
SABERT CORP: S&P Alters Outlook to Positive, Affirms 'B' ICR
SALEM MEDIA: Agrees With Lenders to Extend Forbearance to Dec. 18
SAN MARINO CAFE: Seeks to Tap Hanson Bridgett LLP as Legal Counsel
SANUWAVE HEALTH: Q3 2023 Financial Results Released
SB WILLA: Voluntary Chapter 11 Case Summary
SB-DOWNTOWN PLANO: Voluntary Chapter 11 Case Summary
SCREENVISION LLC: Moody's Lowers CFR & Senior Secured Debt to Ca
SDPBC ACQUISITION: Hires Higgs Fletcher as Special Counsel
SEINEYARD AT WILDWOOD: Taps Bruner Wright as Bankruptcy Counsel
SMART EARTH: Jami Nimeroff Named Subchapter V Trustee
SMITH & SONS: Unsecureds Owed $137K to Get 5% in Plan
SOFT SURROUNDINGS: Gordon Brothers Facilitated Going Concern Sale
STEEL HUGGERS: Court OKs Cash Collateral Access Thru Dec 22
STEM HOLDINGS: Gets Holders' Approval to Amend Debentures
STERETT COMPANIES: Court OKs Cash Collateral Access Thru Jan 2024
STRATEGIC MATERIALS: Files for Chapter 11 to Cut $300M in Debt
STRATEGIC MATERIALS: To Seek Approval of Debt-for-Equity Plan
T-SHACK INC: Hearing on Nev. Property Sale to Continue on Jan. 3
TARZANA PLAZA: Arturo Cisneros Named Subchapter V Trustee
TARZANA PLAZA: Hires Marshack Hays Wood as Special Counsel
TECHNICAL ORDNANCE: Wins Interim Cash Collateral Access
TEREX CORP: S&P Upgrades ICR to 'BB', Outlook Stable
THREE DELUNA: Jerrett McConnell Named Subchapter V Trustee
TOPGOLF CALLAWAY: S&P Alters Outlook to Negative, Affirms 'B+' ICR
TOPSECRET RESORT: Hires Shuker & Dorris P.A. as Counsel
URSA PICEANCE: Loses Royalty Pay Bankruptcy Appeal
VAN'S AIRCRAFT: Case Summary & 20 Largest Unsecured Creditors
VASO LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
VC GB HOLDINGS I: Moody's Alters Outlook on 'B2' CFR to Stable
VENUS CONCEPT: Registers 1.2 Million Shares for Potential Resale
VENUS CONCEPT: To Request Hearing After Nasdaq Delisting Notice
VERTIV GROUP: S&P Upgrades ICR to 'BB', Outlook Positive
VESTTOO LTD: Seeks to Hire Kaplan Hecker & Fink as Special Counsel
VORNADO REALTY: Moody's Cuts Rating on Sr. Unsecured Debt to Ba1
WATER GREMLIN: Seeks to Hires Riveron RTS as Financial Advisor
WC 6TH AND RIO GRANDE: Voluntary Chapter 11 Case Summary
WELCOME GROUP: Files Emergency Bid to Use Cash Collateral
WOLVERINE ENERGY: Files for Creditor Protection Under CCAA
YELLOW CORP: Saia Named Winning Bidder for 17 Terminals
[*] Commercial Chapter 11 Filings Up 141% in November 2023
*********
151 MILBANK: Sale of Property to Pay Unsecured Claims
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151 Milbank, LLC, submitted a First Amended Plan of Liquidation.
Class 1 consists of the Claims of general unsecured creditors.
Holders of Allowed Claims in Class 1 will be paid from all
remaining Cash from the Net Sales Proceeds of the Property after
payment in full of all Allowed Administrative Claims. Holders of
Class 1 Allowed Claims will receive a pro rata payment based on the
amount of the Allowed Claims, but excluding any attorney's fees or
costs of collection. Class 1 is impaired and is entitled to vote
on the Plan.
"Property" means the real property located at 151 Milbank Avenue in
Greenwich, Connecticut.
"Net Sale Proceeds" means the net sale proceeds received by the
Debtor from the Sale of the Property, which includes the Escrow
Balance in the Escrow Account and the Trust Balance in the Trust
Account.
"Sale of the Property" means the sale of the Property to the Buyer
as approved by an order of the Bankruptcy Court dated February 16,
2018.
Distributions under the Plan shall be funded from the Net Sale
Proceeds from the Sale of the Property, which amounts consist of
the Trust Balance in the Trust Account and the Escrow Balance in
the Escrow Account.
Counsel to the Debtor:
William S. Fish, Jr., Esq.
HINCKLEY, ALLEN & SNYDER LLP
20 Church St., 18th Fl.
Hartford, CT 06103
Tel: (860) 331-2700
A copy of the Plan of Liquidation dated November 29, 2023, is
available at https://tinyurl.ph/PUrYz from PacerMonitor.com.
About 151 Milbank
151 Milbank, LLC's business consists of the ownership, development,
and sale of four residential condominium units located at 151
Milbank Avenue in Greenwich, Connecticut. 151 Milbank has no other
business operations and has no employees.
151 Milbank filed for Chapter 11 bankruptcy protection (Bankr. D.
Conn. Case No. 15-51485) on Oct. 21, 2015, disclosing total assets
of $4.6 million and total liabilities of $4.4 million.
The case is assigned to Judge Alan H.W. Shiff.
The Debtor is represented by Thomas J. Farrell, Esq., at Hinckley
Allen and Snyder LLP, in Hartford, Connecticut.
16 EAST 39 MEMBER: Secured Party Sets Dec. 15 Auction
-----------------------------------------------------
Eastdil Secured LLC on behalf of RE-US Hyche Holding LP ("secured
party") offers for sale at public auction on Dec. 15, 2023, at 3:15
p.m. (Prevailing Eastern Time) at the offices of Gibson, Dunn &
Crutcher LLP at 200 Park Avenue, New York, New York 10166, and also
being broadcast for remote participation via a virtual
videoconference, in connection with a Uniform Commercial Code sale,
100% of the limited liability company interests in 16 East 39th
Street LLC ("pledged entity") and all other collateral pledged by
16 East 39 Member LLC ("Debtor") under that certain pledge and
security agreement dated as of July 9, 2021 made by the Debtor in
favor of the secured party.
The Debtor directly owns the pledged entity, which directly owns
certain real property commonly known as Hyatt Centric located at 16
East 39th Street, New York, New York 10016 ("premises").
Pursuant to that certain loan agreement dated July 9, 2021 by and
between pledged entity and secured party, a loan was made to
pledged entity in the original principal amount of $75,000,000
("loan").
The public auction was originally scheduled for Nov. 15, 2023.
Further information concerning the collateral, the requirements for
obtaining information and bidding on the interest and the terms of
sale can be obtained by contacting Scott Ellman, Managing Director
(212) 315-7207 / SEllman@eastdilsecured.com, and Alyssa Kid, Senior
Vice President (212) 315-7357 / AKidd@eastdilsecured.com.
1651 SOUTH: Jan. 9 Disclosure Statement Hearing Set
---------------------------------------------------
Judge Brenda T. Rhoades will convene a hearing to consider the
approval of the Disclosure Statement of 1651 South Stemmons, LLC,
on Tuesday, Jan. 9, 2024 at 9:30 am in Plano - U. S. Bankruptcy
Court, 660 N. Central Expressway, Third Floor, Plano, Texas 75074.
Tuesday, Jan. 2, 2024, is fixed as the last day for filing and
serving written objections to the Disclosure Statement.
About 1651 South Stemmons
1651 South Stemmons, LLC, filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
23-41381) on July 31, 2023, listing up to $10 million in both
assets and liabilities.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is
the Debtor's counsel.
1651 SOUTH: Unsecured Creditors to be Paid in Full With Interest
----------------------------------------------------------------
1651 South Stemmons, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of Texas a Disclosure Statement describing
Chapter 11 Plan dated November 28, 2023.
The Debtor is the owner of the real property and improvements
located at 1651 S. Stemmons Fwy, Lewisville, TX 75067 (the
"Property"), which the Debtor leases to Maverick Motors, LLC, an
unrelated third party which operates a used car dealership and car
dent repair business on the premises.
The Debtor's scheduled aggregate assets in the amount of $6,290,725
as of the Petition Date, consisting of a) the Property, with a
scheduled value of $6,000,000. as of the Petition Date, b)
furniture, fixtures and equipment with a scheduled value of
$170,000, c) machinery and equipment with a scheduled value of
$120,000, and c) cash of $724.65.
The Debtor scheduled aggregate liabilities in the amount of
$4,329,702 as of the Petition Date. The Secured Claim of $3,651,020
held by Texas Regional Bank is the largest Claim in this bankruptcy
case. The General Unsecured Claims total $74,404.16.
The Plan is a Plan of Reorganization. The Debtor will continue its
business after Confirmation of this Plan. Under the Plan, the
Debtor will sell the Property for full market value within twelve
months after the Effective Date and use the net proceeds to pay all
Allowed Claims in full.
During this 12-month period the Debtor will use its normal
operating income to make the payments under the Plan and pay
ordinary operating expenses. Should the Debtor be unable to sell
the Property within the planned 12-month period, it will continue
to make the payments due under the Plan until Allowed Claims are
paid in full.
Class 5 consists of Allowed General Unsecured Claims other than
Insider Claims. Class 5 Claimants shall be paid in full over 60
months from the Effective Date, with interest accruing from the
Effective Date at the rate of 1% per annum. These Claims will be
paid in equal monthly installments of principal and interest
commencing on the first day of the first month following the
Effective Date and continuing on the first day of each month
thereafter for a total of 60 months. These Claims are impaired.
Class 6 shall consist of the Allowed Claims of Insiders of the
Debtor. Class 6 Claims shall be paid in full but only after full
payment of Classes 1-5 and all Administrative and Priority Claims
according to the Plan. Class 6 Claimants may vote on the Plan, but
their Claims will not be counted for or against Confirmation.
Class 7 shall consist of Allowed Equity Interests in the Debtor.
Class 7 Interests shall be retained under the Plan. These Interests
are not Impaired.
The Debtor will use its normal operating income to make payments
under the Plan and pay operating expenses pending the sale of the
Property. The Debtor, under terms of the Plan, shall have 18 months
to sell the Property.
A full-text copy of the Disclosure Statement dated November 28,
2023 is available at https://urlcurt.com/u?l=oVbnZK from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DEMARCO MITCHELL, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About 1651 South Stemmons
1651 South Stemmons, LLC, is the owner of the real property and
improvements located at 1651 S. Stemmons Fwy, Lewisville, TX 75067
(the "Property").
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41381) on July 31,
2023, listing up to $10 million in both assets and liabilities.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the
Debtor's counsel.
ABERDEEN ENTERPRISES: Hires Corcoran Group, Sotheby, as Brokers
---------------------------------------------------------------
Aberdeen Enterprises, Inc. and its affiliate seek approval from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ The Corcoran Group, Sotheby's International Realty, and
Bespoke Real Estate, as real estate brokers.
The firms will market and sell the properties owned by the Debtors
located at 376 Gin Lane, Southampton, NY (the "Aberdeen Property"),
and 366 Gin Lane, Southampton, NY (the "Brickchurch Property,".
The firms will be paid a commission of .50 percent to 4 percent
depending on the aggregate sale price of the properties.
As disclosed in a court filing that the firms are "disinterested
persons" as the term is defined in Section 101(14) of the
Bankruptcy Code.
The firms can be reached at:
Ernest Cervi
The Corcoran Group
24 Main Street
Southampton, NY 11968
Email: tgdavis@corcoran.com
Nanette Hansen
Sotheby's International Realty
650 Madison Avenue
New York, NY 10022
Tel: (212) 606-7611
Fax: (212) 909-8157
Joseph DeSane
Bespoke Real Estate LLC
903 Montauk Highway
Water Mill, NY 11976
Tel: (631) 500-9030
About Aberdeen Enterprises, Inc.
Brickchurch Enterprises, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-70914) on April 30, 2022, with $50 million to $100 million in
both assets and liabilities. On Aug. 2, 2023, Aberdeen Enterprises,
Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-72834),
with $50 million to $100 million in both assets and liabilities.
The cases are jointly administered under Case No. 23-72834.
Judge Alan S. Trust oversees the cases.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and
Camisha L. Simmons, Esq. at Simmons Legal, PLLC serve as attorneys
for Aberdeen and Brickchurch, respectively.
ADAMS HOTELS: Reuben Bros. to Seize Chatwal After Debt Default
--------------------------------------------------------------
John Gittelsohn and Patrick Clark of Bloomberg News report that a
lender run by the billionaire Reuben Brothers has filed to seize
the Chatwal, a luxury hotel in Midtown Manhattan, after the debt
went into default.
The property's mezzanine debt, which was loaned by the Reuben
Brothers' Motcomb Estates, is scheduled for a Jan. 17, 2024
auction, positioning the winning bidder to take control of the
76-room hotel at 130 W 44th St., where weekend rates often top
$1,000 a night.
The hotel is part of Hyatt Hotels Corp.'s global system, and is
linked to an entity called Adams Hotels International in property
records.
ADAVAN FITNESS: Court OKs Cash Collateral Access Thru Jan 2024
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Adavan Fitness Melbourne LLC to use
cash collateral on an interim basis through January 23, 2024.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the
Subchapter V Trustee; (b) the current and necessary expenses set
forth in the budget; and (c) additional amounts as may be expressly
approved in writing by the U.S. Small Business Administration
within 48 hours of the Debtor's request.
Secured creditors SBA and Xpo will have a perfected post-petition
lien against cash collateral to the same extent, and with the same
validity and priority as their respective pre-petition liens,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain coverage for its property in accordance
with its obligations under the loan and security documents with
Secured Creditors.
A continued hearing on the matter is set for January 23 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=9gQ2KX from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$21,175 for December 2023;
$22,375 for January 2024; and
$23,575 for February 2024.
About Adavan Fitness
Adavan Fitness Melbourne, LLC operates an instructor-led,
music-driven stationary cycling studio under the CycleBar
franchise.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02367) on June 16,
2023, with as much as $50,000 in assets and $500,001 to $1 million
in liabilities.
Judge Tiffany P. Geyer oversees the case.
The Debtor is represented by Michael Faro, Esq., at Faro & Crowder.
AETIUS COMPANIES: Hires Finley Group as Financial Advisor
---------------------------------------------------------
Aetius Companies, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of North Carolina to
employ Finley Group as financial advisor.
The firm will provide these services:
i. assist the Debtors and its other professionals in
negotiations with lenders, creditors, and other parties in interest
as required to seek a consensual Chapter 11 plan and timely exit
from the Chapter 11 proceeding;
ii. assist the "working group" of professionals who are working
for the Debtors in the bankruptcy process, and who are working for
the Debtors' various stakeholders, to improve the level of
coordination of their individual work products, and ensure that
such work is consistent with the Debtors' overall strategic goals
and restructuring alternatives;
iii. as needed and requested, in collaboration with management
and other advisors, review the Debtors developed financial cash
flow model and forecast to assess the cash requirements to sustain
the Debtors through its reorganization;
iv. lead the negotiations with the Debtors' lenders and
creditors to develop a plan of reorganization that can be approved
by the bankruptcy court;
v. provide advice, recommendations and analysis on the business
merits of various restructuring options and strategies that are
expected to include, but limited to, Executory Contract review,
consolidation analysis and plan of reorganization development;
vi. provide court testimony during the pendency of the Chapter
11 proceeding as deemed appropriate by Debtors' counsel;
vii. as needed and requested, assist the Debtors with lender and
court reporting requirements during the Chapter 11 filing; and
viii. assist with such other matters as may be requested that
fall within The Finley Group expertise and benefit the overall
strategic goals of the Debtors.
The firm will be paid at the rate of $495 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matthew W. Smith, a managing member at Finley Group, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Matthew W. Smith
Finley Group
212 South Tryon Street, Suite 1050
Charlotte, NC 28202
Tel: (704) 375-7542
About Aetius Companies, LLC
Aetius Companies, LLC and affiliates operate a restaurant chain.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.C. Lead Case No. 23-30470) on July
19, 2023.
In the petition signed by Mark Cote, president, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge Craig Whitley oversees the case.
Robert A. Cox, Jr., Esq., at Hamilton Stephens Steele + Martin,
PLLC, represents the Debtor as legal counsel.
Judge Craig Whitley, upon recommendation of the U.S. Bankruptcy
Administrator for the Western District of North Carolina, issued an
order appointing an official committee to represent unsecured
creditors in the Chapter 11 cases of Aetius Companies, LLC and its
affiliates. Brinkman Law Group, P.C. as counsel, and Cole Hayes,
Esq. as local counsel.
AINOS INC: Third Quarter 2023 Financial Results Released
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Ainos, Inc. has released its financial results for the third
quarter ended September 30, 2023.
Chun-Hsien (Eddy) Tsai, Chairman of the Board, President, and Chief
Executive Officer of Ainos, commented, "During the third quarter of
2023, we took key steps towards establishing new revenue streams.
While decreased demand for COVID-19 test kits weighed on our
near-term sales, the successful launch in Taiwan of our VELDONA Pet
cytoprotein supplements marked a significant milestone in our
transition to a post-COVID business model."
"During the third quarter, we made a concerted effort to establish
commercial distribution and hone our marketing strategy for VELDONA
Pet. Through our online/offline marketing strategy, we have begun
to sell VELDONA Pet on several major Taiwanese e-commerce
platforms. We refined VELDONA Pet's packaging to improve its appeal
to consumers, and are in the process of expanding our capacity with
our contracted manufacturers to better meet anticipated demand."
"Meanwhile, we have continued to advance the commercialization of
our flagship VOC POCT, Ainos Flora, and to develop VELDONA drug
candidates. We continue to conduct our Taiwan clinical study for
Ainos Flora."
"In my mid-year shareholder letter, I expressed that Ainos would
need to take steps to evolve into a resilient, multi-dimensional
healthcare company. Our progress in the third quarter demonstrates
that we have successfully navigated this transitional period and
are well positioned to begin a new chapter in our company's
history. I am proud of our team's efforts in bringing us to this
point, and I am confident that going forward we will deliver even
greater success."
Meng-Lin Sung, Chief Financial Officer of Ainos, commented, "Our
pivot away from COVID-19 continued in the third quarter. COVID-19
test kits accounted for the entirety of our revenues during the
quarter. We expect that VELDONA Pet will start to contribute to our
revenues in the fourth quarter. Excluding share-based compensation,
depreciation, and amortization, our R&D expenses declined from the
same period last year as we reduced expenditures on COVID test
kits. Going forward, R&D spending will be devoted to progressing
our other core technologies, especially VELDONA and our AI Nose VOC
platform. On the funding front, our recent US$3 million tranche of
a total anticipated US$10 million private placement has provided us
capital to execute our business strategy."
The Company's Third Quarter 2023 Financial Results include:
* Revenues were US$24,489 in the third quarter of 2023, compared to
US$1,757,774 in the same period of 2022, reflecting a decrease in
selling price and sales volume of the Company's COVID-19 Antigen
Rapid Test Kits attributable to the slowdown of COVID-19 infections
in Taiwan.
* Cost of revenues was US$87,873 in the third quarter of 2023,
compared with US$1,176,032 in the same period of 2022. The decrease
was primarily attributable to a decline in sales volume, partially
offset by recognition of inventory loss.
* In the third quarter of 2023, gross profit was negative
US$63,384, compared with a positive gross profit of US$581,742 a
year ago, driven by declines in sales volume and selling price, as
well as recognition of inventory loss during the quarter.
* Total operating expenses decreased by 69% to US$2,612,282 in the
third quarter of 2023, from US$8,404,013 in the same period of
2022. The decrease was mainly attributable to decreases in one-time
stock award granted and vested during the third quarter. Operating
expenses, excluding depreciation and amortization expenses and
share-based compensation, decreased to US$1,078,683 in the third
quarter of 2023 from US$1,118,205 a year ago.
- R&D expenses decreased by 7% to US$1,710,265 in the third
quarter of 2023, from US$1,834,786 a year ago. Share-based
compensation expenses and depreciation and amortization expenses in
the third quarter of 2023 were US$1,263,665, compared with
US$1,206,419 a year ago. When excluding these non-cash expenses,
R&D expenses decreased to US$446,600 from US$628,367 in the same
period last year.
- SG&A expenses decreased by 86% to US$902,017 from
US$6,569,227 in the same period of 2022. Share-based compensation
expenses and depreciation and amortization expenses in the third
quarter of 2023 and 2022 were US$269,934 and US$6,079,389,
respectively. When excluding these non-cash expenses, SG&A expenses
were US$632,083, compared to US$489,838 during the prior year
period, primarily due to the fees incurred to maintain the
Company's status as a listed company following our uplisting in
August 2022.
* Net loss attributable to common stock shareholders was
US$2,975,846 in the third quarter of 2023, compared with
US$7,821,756 in the same period of 2022.
* As of September 30, 2023, the Company had cash and cash
equivalents of US$2,370,963 compared with US$1,853,362 as of
December 31, 2022.
On August 10, 2023, the Company celebrated the one-year anniversary
of its listing on the Nasdaq. To commemorate this important
milestone, Nasdaq displayed a special congratulatory message on its
MarketSite Tower in New York's Times Square.
On September 5, 2023, the Company announced that it commenced
shipping its VELDONA Pet cytoprotein supplements in Taiwan, with
the first batch of 300,000 units to be fully delivered in October.
On September 18, 2023, the Company announced that the United States
Food and Drug Administration granted Orphan Drug Designation for
the Company's VELDONA low-dose oral interferon formulation as a
potential treatment for oral warts in HIV-seropositive patients.
Ainos plans to pursue a pre-IND meeting with the U.S. FDA in
advance of planned Phase III clinical studies for the drug
candidate.
On September 25, 2023, the Company announced that it entered into a
securities purchase agreement with Lind Global Fund II LP, an
investment fund managed by The Lind Partners, a New York based
institutional fund manager, involving an initial $3 million tranche
of a total anticipated $10 million private placement; with $2
million funded at closing and $1 million to be funded subject to
shareholder approval, effective registration statement and other
conditions specified in the agreement.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/3zu8zp76
About Ainos
Ainos, Inc. (www.ainos.com), formerly known as Amarillo
Biosciences, Inc., is a diversified healthcare company engaged in
the research and development and sales and marketing of
pharmaceutical and biotech products. The Company is engaged in
developing medical technologies for point-of-care testing and safe
and novel medical treatment for a broad range of disease
indications. The Company is a Texas corporation incorporated in
1984.
Ainos reported a net loss of $14.01 million for the year ended Dec.
31, 2022, compared to a net loss of $3.89 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $37.11
million in total assets, $2.48 million in total liabilities, and
$34.63 million in total stockholders' equity.
Houston, Texas-based PWR CPA, LLP, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has incurred recurring
losses and recurring negative cash flow from operating activities,
and has an accumulated deficit which raises substantial doubt about
its ability to continue as a going concern.
AJC MEDICAL: Plan Filing Deadline Extended to Jan. 26
-----------------------------------------------------
Judge Pamela W. McAfee has entered an order granting debtor AJC
Medical, PLLC's second motion to extend the time to file a Plan and
a Disclosure Statement. The Debtor is granted an extension of time
of 60 days, up to and including Friday, Jan. 26, 2024, to file a
Plan of Reorganization and Disclosure Statement.
About AJC Medical
AJC Medical, PLLC, specializes in laser technology used for various
cosmetic concerns, unwanted hair, spider veins, and nail fungus.
It is based in Raleigh, N.C.
AJC Medical filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-02119) on
July 28, 2023, with $100,000 to $500,000 in assets and $1 million
to $10 million in liabilities.
Judge Pamela W. Mcafee oversees the case.
Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC,
represents the Debtor as legal counsel.
ALACRITY HOLDINGS: Seeks Approval of Disclosure Statement
---------------------------------------------------------
Alacrity Holdings 6, LLC, submitted with the Bankruptcy Court a
motion for the entry of an order approving the Disclosure Statement
explaining its Chapter 11 Plan.
A hearing on the Motion is slated for Jan. 4, 2024, at 10:30 a.m.
in Courtroom 103, Gainesville.
On Oct. 5, 2023, the Debtor filed a Plan of Reorganization and the
Disclosure Statement.
The Debtor submits that the Disclosure Statement complies with all
aspects of Section 1125 of the Bankruptcy Code.
The Debtor proposes that all ballots being cast must filed no later
than Feb. 12, 2024. The Debtor requests that the hearing on
confirmation of the Plan be set for Feb. 27, 2024 at 10:30 a.m.
The Debtor further request that objections to confirmation of the
Plan, if any, must be filed and served no later than Feb. 12,
2024.
Attorneys for the Debtor:
William A. Rountree, Esq.
Caitlyn Powers, Esq.
Century Plaza I
2987 Clairmont Rd., Suite 350
ROUNTREE LEITMAN KLEIN & GEER, LLC
Atlanta, GA 30329
Tel: (404) 584-1238
E-mail: wrountree@rlkglaw.com
cpowers@rlkglaw.com
About Alacrity Holdings 6
Alacrity Holdings 6, LLC, is registered as a domestic liability
company located at 7530 Saint Marlo Country Club Parkway, Duluth,
Ga.
Alacrity Holdings 6 filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20284) on April
5, 2022, with as much as $10 million in both assets and
liabilities. On April 12, 2022, the Debtor amended its petition to
remove its Subchapter V election. The court issued a notice that
the case would no longer proceed under Subchapter V on April 19,
2022.
Judge James R Sacca oversees the case.
Rountree Leitman, Klein & Geer, LLC and Perry A. Phillips, LLC
serve as the Debtor's bankruptcy counsel and special counsel,
respectively.
ALASKA AIR: S&P Alters Outlook to Negative, Affirms 'BB' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Seattle-based Alaska Air
Group Inc. to negative from stable and affirmed its 'BB' issuer
rating.
The negative outlook reflects S&P's view that it could lower its
ratings on Alaska Air if S&P expects its funds from operations
(FFO) to debt to remain below 30% on a sustained basis.
On Dec. 3, 2023, Alaska Air announced an agreement to acquire
Honolulu-based Hawaiian Holdings Inc. for an enterprise value of
$1.9 billion (estimated equity value of about $1 billion).
S&P said, "We expect the proposed transaction to modestly benefit
Alaska Air's market position but somewhat weaken its profitability
metrics. If successfully completed, we expect the combined
company's profitability would weaken relative to Alaska Air on a
standalone basis. Hawaiian has not returned its business to
profitability over the last few years, and we expect it to generate
negative operating earnings in 2023 due to several challenges."
These include a slower-than-expected ramp up of its international
operations, increased competitiveness on the interisland routes,
engine-related issues affecting its aircraft, and the Maui
wildfires' effect on travel demand to the region.
Additionally, profitability in the near term will likely also be
hurt by integration and other acquisition-related costs (Alaska Air
estimates costs of $400 million-$500 million) before it realizes
the estimated $325 million in annual net synergies--management's
current target net of labor dis-synergies.
S&P said, "In our view, the proposed transaction adds some
geographic and network diversification to Alaska Air's business,
given Hawaiian's international operations and strong presence in
the Hawaii market. The company also believes the transaction will
enable faster growth in its premium product and loyalty offerings.
Nevertheless, we note that Hawaiian is much smaller in scale than
Alaska Air (Hawaiian accounts for 20%-25% of revenues on a pro
forma basis). Therefore, we don't believe the transaction has a
material effect on the company's business risk profile.
"We believe the transaction will weaken Alaska Air's credit
metrics. Alaska Air plans to use cash on hand and proceeds from
debt to finance the acquisition cost of $1 billion. We don't view
financing as a key concern given Alaska's current liquidity
position and sizeable unencumbered asset base (estimated at close
to $12 billion, including its loyalty program). The transaction
also adds Hawaiian's roughly $2.1 billion in debt and leases and
$1.1 billion in cash."
The company expects leverage (net debt to company-adjusted EBITDA)
to increase to 3x at close of the transaction (compared with about
1.1x as of Sept. 30, 2023) and subsequently decline to less than 2x
by the end of the second year after the close of the transaction.
It expects the transaction to close in 12-18 months, but this is
subject to regulatory approvals that are uncertain.
S&P said, "We currently estimate the combined company's FFO to debt
at below 30% in 2024 on a pro forma basis (this is
representational; the actual transaction is expected to close only
in 12-18 months). We don't include any synergies or integration
expenses in these pro forma calculations given the significant
uncertainties around the expected size and timing of these
factors.
"In our view, Alaska's ability to deleverage in two years after the
transaction is heavily dependent on the continued improvement in
Hawaiian's operating performance (which has been weak year to date
September 2023). On the other hand, we forecast Alaska's FFO to
debt on a standalone basis to be 40%-45% through 2024.
"The negative outlook reflects our view that Alaska Air's credit
metrics could weaken in the near term following the closing of its
acquisition of Hawaiian. We believe the acquisition will modestly
benefit Alaska Air's competitive position in the longer term, but
not to the extent that it offsets pressure on estimated pro forma
credit measures. Hawaiian's much weaker operating performance
(relative to Alaska Air) and integration costs are key headwinds to
prospective earnings and cash flow.
"We could lower the rating on Alaska Air over the next year if we
expect its FFO to debt to decline below 30% on a sustained basis.
This could happen if the company successfully completes its
proposed acquisition of Hawaiian, and the combined company's
metrics are hindered by limited improvement in Hawaiian's operating
performance or higher-than-expected integration costs."
S&P could revise Alaska's outlook to stable if we expect its FFO to
debt to remain above 30% on a sustained basis. This could happen
if:
-- The combined company's operating performance improves such that
it offsets the higher debt levels associated with the transaction;
or
-- S&P no longer expects the proposed transaction to close.
ALLIANT HOLDINGS: S&P Assigns 'B' Rating on New Debt Tranches
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Alliant
Holdings Intermediate LLC's proposed new debt tranches, including a
$2,370 million term loan B-6 due 2030 and $750 million senior
secured note due 2031. S&P also assigned a '3' recovery rating to
the issuances, indicating its expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery of principal in the event of a
default. All existing ratings, including the 'B' issuer credit
ratings on Alliant Holdings L.P. and Alliant Holdings Intermediate,
are unchanged as a result of the new issuances.
Alliant is using the proceeds to refinance its existing $3 billion
term loans maturing in 2027. Accordingly, debt levels will remain
largely unchanged relative to third quarter 2023 levels. Pro forma
for the leverage-neutral transaction, debt to EBITDA is about 6x as
of the 12 months ended Sept. 30, 2023, and EBITDA coverage (using
current variable benchmark rates) is above 2x, well within its
bounds for the current rating.
Alliant continued to post healthy performance in 2023, with revenue
growth of 18% and S&P Global Ratings-adjusted margins of 32.3% for
the 12 months ended Sept. 30, 2023. Higher revenue was driven
primarily by robust total organic growth of 14% for the first nine
months of 2023, supplemented by tuck-in M&A. Organic growth was
favorable across all divisions and led by the MGA & Alliant Re
segment (21% year to date), as well as by Confie (19% year to date)
that has recovered following declines in 2022 on strong new
business and a rebound in the broader auto market. S&P expects
Alliant's overall performance to remain healthy in 2024 on strength
across its retail and specialty segments, and a continued positive
net market impact.
AMERICANAS SA: Closed 121 Stores Until October
----------------------------------------------
Leonardo Lara of Bloomberg News reports that Americanas S.A., the
Brazilian retailer in judicial recovery, closed 121 stores in the
period between January and October 2023, according to monthly
report of activities, prepared by the retailer's judicial
administrators.
As of Oct. 31, 2023, the company had 1,759 stores in operation,
according to the report.
The Document informs that there are currently 16 eviction actions
underway against the company.
Eviction lawsuits are filed due to non-payment of claims, and in
some of these cases, the recovering companies have judicially
deposited the amounts charged, report says.
The number of active customers ended October at 42 million compared
48.4 million in January 2023.
About Americanas SA
Americanas was one of the largest diversified retail chains in
Brazil, with a wide platform of physical stores, robust e-commerce,
fintech, and has just entered into the niche food retail. It is
listed on B3, being indirectly controlled by billionaire Jorge
Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles.
The retailer nosedived in January 2023 after becoming mired in an
accounting scandal. The firm filed for bankruptcy at a court in
Rio de Janeiro on Jan. 19, 2023.
Americanas sought protection under Chapter 15 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White &
Case LLP, led by John K. Cunningham, is the U.S. counsel.
ANAGRAM HOLDINGS: Court OKs Bid Rules for Sale of Assets
--------------------------------------------------------
Anagram Holdings, LLC and its subsidiaries received approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
solicit bids for their assets.
Under the court-approved bid procedures, the deadline for potential
buyers to place their bids on the assets is on Dec. 15, at 5:00
p.m. (prevailing Central Time). Potential buyers are required to
provide a deposit equal to 10% of the purchase price to be paid.
An auction will be conducted on Dec. 19, at 9:00 a.m. (prevailing
Central Time) if the companies receive offers by the bid deadline
while a sale hearing will be held on Dec. 22.
Anagram Holdings and its subsidiaries, Anagram International, Inc.
and Anagram International Holdings, Inc., are selling most of their
assets to Celebration Bidco, LLC or to another buyer who will
emerge as the winning bidder at the auction.
The assets up for sale include real property, inventory,
intellectual property, equity interests held by the companies of
any foreign subsidiary, and personal property used to operate the
companies' business.
Celebration Bidco, the court-approved stalking horse bidder, agreed
to buy the assets through a combination of a credit bid in the
amount of $168 million and cash, and assumption of additional
liabilities.
In the event it is not selected as the winning bidder, Celebration
Bidco will receive expense reimbursement of up to $2 million,
according to its sale agreement with the companies.
Celebration Bidco may terminate the agreement if the bankruptcy
court does not approve the sale by Dec. 22, or if the sale is not
consummated by Dec. 29.
About Anagram Holdings
Anagram Holdings LLC is a manufacturer of foil balloons and
inflated decor, distributing and selling its products both
domestically and internationally. Its customers include party
supply specialty stores, grocers, mass marketers, parks, drugstores
and discount variety stores. The company is based in Eden Prairie,
Minn.
Anagram Holdings and two affiliates filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 23-90901) on Nov. 8, 2023. In the
petition signed by its chief restructuring officer, Adrian Frankum,
Anagram Holdings reported $100 million to $500 million in both
assets and liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Howley Law, PLLC and Simpson Thacher & Bartlett,
LLP as legal counsel; Ankura Consulting Group, LLC as restructuring
advisor; and Robert W. Baird & Co. as investment banker. Kurtzman
Carson Consultants, LLC is the claims agent.
On Nov. 20, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases.
AQUARIUM SOLUTIONS: Court OKs Collateral Access Thru Dec 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
Poughkeepsie Division, authorized Aquarium Solutions, LLC to use
cash collateral on an interim basis, in accordance with the budget,
through December 13, 2023 at 5 p.m.
The Debtor requires the use of cash collateral to fund day to day
operations.
On September 29, 2021, the Debtor borrowed $49,100 from the Secured
Creditor, at an interest rate of 3.75% which was memorialized in a
promissory note. The Note was secured by a lien granted by the
Debtor to the Secured Creditor in the Debtor's assets as set forth
more fully in a Security Agreement entered into on the same date.
The Secured Creditor duly perfected its lien in the Debtor's assets
by filing a UCC-1 financing statement evidencing such lien on
October 15, 2021.
As adequate protection, the Secured Creditor is granted a valid,
enforceable, fully-perfected, security interest, to the extent that
the Pre-Petition Liens were valid, perfected and enforceable as of
the Petition Date, to the extent of, and as security for any
decrease in the value of the Secured Creditor's interest in the
cash collateral since the Petition Date in, to and upon all
existing and hereafter-acquired property of the Debtor of any kind
or nature.
As further adequate protection for the Secured Creditor, the Debtor
will make a monthly payment, not later than the thirtieth day of
November, 2023 as adequate protection for any diminution in the
value of any collateral securing the Secured Claim as a result of
the use of cash collateral.
The Adequate Protection Payment will be an amount equal to $100.
The right of the Debtor to use the cash collateral will terminate
immediately upon the occurrence of any of the following events:
a) the entry of an order of the Court converting or dismissing the
Chapter 11 case;
b) the entry of an order of the Court confirming a plan of
reorganization in the Chapter 11 case;
c) the failure of the Debtor (i) to perform any of its obligations
under the Order, and (ii) to cure such Default within 10 business
days after the giving of written notice thereof to the Debtor, the
U.S. Trustee and any official committee appointed in the Chapter 11
Case by the Secured Creditor;
d) the amendment, supplementation, waiver or other modification of
all or part of the Order without the Secured Creditor having been
given at least 72 hours advance, written notice, by overnight
service upon the Secured Creditor. However, in no event will the
Debtor seek emergency relief concerning the Order from the Court
without the Secured Creditor having been given at least 24 hours
advance, actual notice; or
e) the termination of all or substantially all of the operations of
the Debtor, whether by voluntary act(s) or omission(s) of the
Debtor, or otherwise.
A final hearing on the matter is set for December 12, 2023 at 9
a.m.
A copy of the order is available at https://urlcurt.com/u?l=lQKvZV
from PacerMonitor.com.
About Aquarium Solutions, LLC
Aquarium Solutions, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-35894) on
October 25, 2023. In the petition signed by Emiliano Niell,
managing member, the Debtor disclosed up to $50,000 in assets and
up to $500,000 in liabilities.
Judge Cecelia G. Morris oversees the case.
Michelle L. Trier, Esq., at Genova, Malin & Trier, LLP, represents
the Debtor as legal counsel.
ARC MANAGEMENT: Files Chapter 11 to Stop Receiver
-------------------------------------------------
ARC Management Group LLC filed for chapter 11 protection in the
Northern District of Georgia.
On the Petition Date, the Debtor filed motions to use cash
collateral, use its existing bank accounts, and pay prepetition
employee payroll.
On the other hand, Irwin Bernstein, the state court-appointed
receiver, filed with the Bankruptcy Court a motion to excuse him
from turning over property of the Debtor. Prepetition, Flock
Financial, LLC filed Case No. 23-1-6126-69, Flock Financial, LLC v.
ARC Management Group, LLC in the Superior Court of Cobb County. On
Oct. 24, 2023, the Superior Court entered an order appointing
Bernstein as the receiver for certain assets of the Debtor. The
receiver tapped Allgate Financial, LLC, to act as master servicer
of the consumer accounts. The receivership affects just one
portion of the Debtor's business, the portfolios in which Flock
Financial, LLC has an interest. The Debtor can continue to operate
the non-Flock related portions of its business.
In the petition, the Debtor estimated liabilities between $1
million and $10 million in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
January 3, 2024, at 11:00 AM at UST-LA3, TELEPHONIC MEETING.
CONFERENCE LINE:888-902-9750, PARTICIPANT CODE:9635734.
About ARC Management Group
ARC Management Group LLC -- https://www.arcollects.com/ -- is a
provider of billing, collection and debt recovery services. ARC is
a full-service revenue cycle accounts receivable collection
company. Its clients include entities in the legal, healthcare,
and retail fields.
ARC has two equal members, William Wilson and Thresa Wilson, who
formed Debtor as a Georgia limited liability company in 2005.
ARC Management Group sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61742) on Nov. 29,
2023. In the petition filed by Luz F. Garcia, as vice president,
the Debtor estimated assets between $500,000 and $1 million and
liabilities between $1 million and $10 million.
The Debtor is represented by:
William A. Rountree, Esq.
Rountree Leitman Klein & Geer, LLC
1825 Barrett Lakes Blvd., N.W.
Suite 505
Kennesaw, GA 30144
Tel: 404-584-1238
Email: wrountree@rlkglaw.com
ASSISTED LIVING: S&P Affirms 'CCC+' LT Ratings on 2017A-B Bonds
---------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'CCC+' long-term rating on Public Finance Authority,
Wis.' series 2017A senior and 2017B subordinate multifamily housing
revenue bonds. The bonds were issued on behalf of the borrower,
Parkway Villa LLC, an affiliate of Assisted Living Foundation of
America (ALFA), Calif., for the Parkway Villa Apartments Project.
"The outlook revision reflects our view of a sharp decline in our
coverage and liquidity assessment, largely due to an increase in
vacancies and management's decision to keep those units offline in
anticipation of plans to sell the property within the next two
months," said S&P Global Ratings credit analyst Shirley Murillo.
S&P said, "The negative outlook reflects our view of the project's
operational and financial performance trend in recent years, which
includes coverage levels below 1x, except in fiscal 2021, due to an
increase in vacancies and bad debts. Management has indicated it
intends to keep certain units offline due to the pending sale of
the property. In our view, in doing so, the property will report
even lower occupancy rates and negative cash flows, keeping the
coverage levels below 1x and potentially dropping to levels at
which meeting financial obligations becomes even less likely during
the outlook period.
"We could take negative rating action should it become likely that
the obligor will default without an unforeseen positive
development, and in contrast with the 'CCC+' rating, specific
default scenarios are envisioned over the next 12 months. These
include, but are not limited to, a near-term liquidity crisis,
violation of financial covenants, or an issuer being likely to
consider a distressed exchange offer or redemption in the next 12
months. In these events, we could take negative rating action on
the bonds. Evidence of such vulnerability could include, but is not
limited to: S&P Global Ratings-calculated debt service coverage
(DSC) dropping further below 1.0x, further deterioration in
occupancy, lack of willingness of the owner to continue advancing
funds in light of poor performance, and failure to comply with all
terms and covenants of the loan agreement. Should it become evident
that the project is facing a near-term liquidity crisis as accounts
funded with bond proceeds are depleted and can no longer subsidize
cash flows from operations to cover expenses, we could take
negative rating action on the bonds.
"We could take positive rating action if the project's S&P Global
Ratings-calculated DSC improves to above 1.0x for multiple annual
audits, and we no longer feel the project is highly and
increasingly vulnerable to nonpayment, barring unforeseen positive
development. To revise the outlook or take positive rating action,
in addition to DSC ratios above 1.0x, the project must evidence
sustained higher rates of occupancy and rental revenues, our
assessment of management and governance must improve, and our
assessment of the project's physical condition must improve, as
evidenced by sustained positive trends in the REAC score. We must
also believe that there are no longer risks related to the
project's ability to pay full and timely debt service during the
outlook period and the credit characteristics of the transaction
are no longer in line with the 'CCC' rating category."
AVE P DELI: Hires Law Office of Alla Kachan PC as Counsel
---------------------------------------------------------
Ave P Deli & Grocery Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Law Office of
Alla Kachan, PC as counsel.
The firm will provide these services:
(a) assist in administering the Debtor's Chapter 11 case;
(b) make such motions or take such actions as may be
appropriate or necessary under the Bankruptcy Code;
(c) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions as the
Debtor deems appropriate;
(d) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiate with creditors in formulating a plan of
reorganization;
(f) draft and prosecute the confirmation of the Debtor's plan
of reorganization; and
(g) render such additional services as the Debtor may require
in this case.
The hourly rates of the firm's counsel and staff are as follows:
Attorney $475 per hour
Clerks and Paraprofessionals $250 per hour
In addition, the firm will receive reimbursement for expenses
incurred.
The Debtor paid the firm an initial retainer of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alla Kachan, Esq., a member of the Kachan Law Office, 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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Ave P Deli & Grocery Inc.
Ave P Deli & Grocery Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-43627) on October 5, 2023, listing under $1 million in both
assets and liabilities.
Alla Kachan, Esq. at Law Offices Of Alla Kachan P.C. represents the
Debtor as counsel.
AXOS FINANCIAL: Moody's Withdraws 'Ba1' LongTerm Issuer Rating
--------------------------------------------------------------
Moody's Investors Service withdrew its ratings for Axos Financial,
Inc. and its bank subsidiary, Axos Bank consisting of Axos
Financial, Inc.'s long-term issuer rating of Ba1, senior unsecured
shelf rating of (P)Ba1, subordinate debt rating of Ba1 and
subordinate shelf rating of (P)Ba1 as well as Axos Bank's long- and
short-term local currency bank deposits ratings of Baa1 and
Prime-2; the bank's long-term local currency issuer rating of Ba1;
the long- and short-term Counterparty Risk Assessments of Baa2(cr)
and P-2(cr); the bank's long- and short-term local and foreign
currency Counterparty Risk Ratings of Baa3 and P-3; and the bank's
standalone Baseline Credit Assessment (BCA) and Adjusted BCA of
baa3. Prior to the withdrawal the outlook was stable.
RATINGS RATIONALE
Moody's has decided to withdraw the ratings for its own business
reasons.
Axos Financial, Inc. is a financial holding company headquartered
in Las Vegas, Nevada with banking management in San Diego,
California. Axos Bank is a wholly owned subsidiary of Axos
Financial, Inc. Axos provides banking and securities products and
services to its customers through its online distribution channels
and affinity partners. Its banking business includes online banking
services and lending products to consumers and businesses. Its
securities business includes the clearing broker-dealer, registered
investment advisor, and introducing broker-dealer lines of
business. Axos Financial, Inc. had $18.7 billion in assets, $15.6
billion in loans, $15.7 billion in deposits and $1.8 billion in
shareholders equity at December 31, 2022.
AY PHASE II: Public Auction Set for January 2024
------------------------------------------------
DBD AYB Funding LLC, as administrative agent for DBD AYB Funding
LLC and AYB Funding 100 LLC ("secured party"), will sell 100% of
the Class A limited liability membership interest in AY Phase II
Development Company LLC as more particularly described in a certain
pledge and security agreement dated as of June 17, 2015, by and
among secured party's predecessor-in-interest and AY Phase II
Mezzanine LLC ("collateral") to the highest qualified bidder at a
public sale to take place on Jan. 11, 2024, at 4:00 p.m. at the
offices of Rosenberg & Estis PC, 733 Third Avenue, New York, New
York 10017, with access afforded in person and remotely via zoom or
other web-based video conferencing or telephonic conferencing
program selected by the secured party.
Secured party's understanding is that the principal asset of the
Class A limited liability membership interest in AY Phase II
Development Company LLC in the parcels of real property identified
as B5, B6, B7 and B8 located in Brooklyn, New York, and more
particularly know as the air rights parcels above Block 1120 and
Block 1121 and the terra firm know as Block 1120, lots 19, 28, and
35, in Kings County, New York, as such collateral is described in
that certain Schedule II to the Omnibus First Amendment and
Reaffirmation of Loan Documents dated as of June 17, 2015, by and
among Secured party's predecessor-in-interest, AY Phase II
Mezzanine LLC, Forest City Enterprises Inc., Greenland US Holdings
Inc. and US Commercial Holding Inc.
The sale will be conducted by Mannion Auctions LLC by Matthew
Mannion.
Interested bidder must contact the agent of the secured party, Nick
Scribani of Newmark at (212) 372-2113 or Nick.Scribani@nmrk.com to
receive the terms of public sale and bidding instructions.
Attorneys for Secured Party:
Rosenberg & Estis PC
Attn: Eric S. Orenstein, Esq.
733 Third Avenue
New York, New York 10017
Tel: (212) 551-8483
Email: eorenstein@rosenbergestis.com
BELLE ISLE: Wins Cash Collateral Access Thru Dec 13
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Belle Isle Furniture, LLC to use cash
collateral on an interim basis in accordance with the budget
through December 13, 2023.
The Debtor is permitted to use cash collateral to pay: (a) the
amounts expressly authorized by the Court, including payments to
the Subchapter V Trustee and payroll obligations incurred
post-petition in the ordinary course of business; (b) the current
and necessary expenses set forth in the budget plus an amount not
to 10% for each line item; and (c) the additional amounts as may be
expressly approved in writing by Cogent Bank.
On or before November 26, 2023 and continuing on the bi-weekly
payment schedule identified on the budget. The Debtor will remit
the sum of $8,000 to Cogent Bank on a bi-weekly basis as interim
adequate protection payments for the period covering Debtor's
authorized use of cash collateral through December 13, 2023. Cogent
Bank and the Debtor reserve their respective rights with respect to
adequate protection requirements for any period beyond December
13.
The Secured Creditors will have a perfected post-petition lien
against cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any documents as may otherwise be required under
applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued preliminary hearing on the matter is set for December
13 at 10:30.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=WsTxbN from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$41,845 for the week of December 3, 2023;
$22,000 for the week of December 10, 2023; and
$20,500 for the week of December 10, 2023
About Belle Isle Furniture
Belle Isle Furniture, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code ((Bankr. M.D. Fla. Case No.
23-02933) on July 24, 2023, with $1 million to $10 million in both
assets and liabilities.
Judge Tiffany P. Geyer oversees the case.
Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP is
the Debtor's legal counsel.
BIOSTEEL SPORTS: 2 Add'l Firms Get Chapter 15 Approval
------------------------------------------------------
Clara Geoghegan at Law360 reports that two U.S. affiliates of
Canadian sports drink and supplement company BioSteel received
Chapter 15 recognition from a Houston bankruptcy judge Thursday,
November 30, 2023, paving the way for asset sales.
After previously granting U.S. recognition to Biosteel Sports
Nutrition Inc.'s proceedings in Canada, U.S. Bankruptcy Judge
Christopher Lopez on Nov. 30, 2023, entered an order granting U.S.
recognition to BioSteel Manufacturing LLC and BioSteel Sports
Nutrition USA LLC.
On November 16, 2023, the Canadian Court entered the BioSteel
Canada the order approving, among other things, the sale of
BioSteel Inc.'s rights, title and interests in and to the BioSteel
Canada assets to DC Holdings pursuant to the DC Holdings Purchase
Agreement. The U.S. judge on Nov. 30, 2023, entered an order
recognizing and enforcing the CCAA vesting orders.
About Biosteel Sports Nutrition
Biosteel Sports Nutrition Inc. produces and distributes nutrition
products. The Company offers healthy sports drinks for athletes
and exercise enthusiasts. BioSteel products, including RTDs,
hydration mixes and supplements, are available at retailers across
Canada, the United States and online.
Biosteel Sports Nutrition sought relief under Chapter 15 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90777) on Sept.
17, 2023 to seek U.S. recognition of its CCAA proceedings in
Canada. The Chapter 15 case is overseen by Honorable Bankruptcy
Judge David R Jones.
BioSteel Manufacturing LLC and BioSteel Sports Nutrition USA LLC
also sought Chapter 15 protection (Case Nos. 23-90904 and 23-90905)
on Nov. 17, 2023.
Marty L Brimmage of Akin Gump Strauss Hauer & Feld LLP serve as the
Debtors' counsel in the U.S.
BIOSTEEL SPORTS: Completes $30.4-Mil. Sales
-------------------------------------------
Canopy Growth Corporation (TSX: WEED) (NASDAQ: CGC) on Dec. 1,
2023, provided an update that pursuant to the proceedings under the
Companies' Creditors Arrangement Act (the "CCAA") involving
BioSteel Sports Nutrition Inc., that two sale transactions
transferring the assets of BioSteel Canada and BioSteel
Manufacturing, LLC, have been completed for aggregate gross
proceeds of $30.4 million.
Pursuant to the CCAA court-ordered sale and investment solicitation
process, a sale of substantially all of the assets of BioSteel
Canada to the Coachwood Group as contemplated by an asset purchase
agreement dated November 9, 2023, and a sale of all or
substantially all of the assets of BioSteel Manufacturing to
another third party as contemplated by an asset purchase agreement
dated November 9, 2023, have been completed. A portion of proceeds
realized from the two transactions will be used to repay debt,
which is expected to further reduce interest expense.
"With the completion of these two sale transactions, we have
completed another critical action to focus Canopy Growth's business
on our core cannabis operations and can now realize the proceeds of
sale to further improve the Company's balance sheet," said Judy
Hong, Chief Financial Officer, Canopy Growth. "We wish the new
owners the best in the future operation of the brand and assets."
"The BioSteel brand is loved and continues to serve professional
athletes and has evolved beyond to cultivate a passionate and
athletically inspired consumer base", said Dan Crosby, the founder
and CEO of the Coachwood Group, in a statement. "I am dedicated to
continuing to deliver high-quality products under the BioSteel
brand that everyone loves for years to come."
About Canopy Growth
Canopy Growth is a leading North American cannabis and consumer
packaged goods ("CPG") company dedicated to unleashing the power of
cannabis to improve lives. Through an unwavering commitment to our
consumers, Canopy Growth delivers innovative products with a focus
on premium and mainstream cannabis brands including Doja, 7ACRES,
Tweed, and Deep Space. Canopy Growth's CPG portfolio features
targeted 24-hour skincare and wellness solutions from This Works,
gourmet wellness products by Martha Stewart CBD, and category
defining vaporizer technology made in Germany by Storz & Bickel.
Canopy Growth has also established a comprehensive ecosystem to
realize the opportunities presented by the U.S. THC market through
its rights to Acreage Holdings, Inc., a vertically integrated
multi-state cannabis operator with principal operations in densely
populated states across the Northeast, as well as Wana Brands, a
leading cannabis edible brand in North America, and Jetty Extracts,
a California-based producer of high-quality cannabis extracts and
pioneer of clean vape technology.
Beyond its world-class products, Canopy Growth is leading the
industry forward through a commitment to social equity, responsible
use, and community reinvestment--pioneering a future where cannabis
is understood and welcomed for its potential to help achieve
greater wellbeing and life enhancement.
About Biosteel Sports Nutrition
Biosteel Sports Nutrition Inc. produces and distributes nutrition
products. The Company offers healthy sports drinks for athletes and
exercise enthusiasts. Biosteel Sports Nutrition serves customers
worldwide.
Biosteel Sports Nutrition sought relief under Chapter 15 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90777) on Sept.
17, 2023 to seek U.S. recognition of its CCAA proceedings in
Canada. The Chapter 15 case is overseen by Honorable Bankruptcy
Judge David R Jones.
BioSteel Manufacturing LLC and BioSteel Sports Nutrition USA LLC
also sought Chapter 15 protection (Case Nos. 23-90904 and 23-90905)
on Nov. 17, 2023.
Marty L Brimmage of Akin Gump Strauss Hauer & Feld LLP serve as the
Debtors' counsel in the U.S.
BLUE DOLPHIN: Third Quarter 2023 Results Released
--------------------------------------------------
Blue Dolphin Energy Company has released its financial results for
the quarter ended September 30, 2023.
The Company reported that its Gross profit increased $1.2 million
to $11.2 million from $10.0 million in the third quarter of 2023
compared to the third quarter of 2022. In the first nine months of
2023 compared to the same period in 2022, Gross profit increased
$0.1 million to $33.6 million from $33.5 million.
Net income increased $0.7 million, or $0.04 per share, to $7.1
million, or $0.47 per share, from $6.4 million or $0.43 per share
in the third quarter of 2023 compared to the third quarter of
2022.
"Blue Dolphin delivered a solid third quarter and is on track for
having a strong year," said Jonathan P. Carroll, Chief Executive
Officer of Blue Dolphin Energy Company. "We continue to focus on
maintaining safe, reliable operations at the Nixon facility and
improving our balance sheet through increased liquidity and debt
restructuring," he continued.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/t6mskyvs
About Blue Dolphin
Headquartered in Houston, Texas, Blue Dolphin Energy Company --
http://www.blue-dolphin-energy.com-- is an independent downstream
energy company operating in the Gulf Coast region of the United
States. The Company's subsidiaries operate a light sweet-crude,
15,000-bpd crude distillation tower with approximately 1.2 million
bbls of petroleum storage tank capacity in Nixon, Texas. Blue
Dolphin was formed in 1986 as a Delaware corporation and is traded
on the OTCQX under the ticker symbol "BDCO."
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated April 3, 2023, citing that the Company is in default under
secured and related party loan agreements and has a net working
capital deficiency. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
BLUE STAR: Receives Noncompliance Notice From Nasdaq
----------------------------------------------------
Blue Star Foods Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Nov. 27, 2023, it
received a notice letter from the Listing Qualifications Department
of The Nasdaq Stock Market LLC notifying the Company that, based on
its stockholders' equity of $482,294 as reported in its Quarterly
Report on Form 10-Q for the quarter ended Sept. 30, 2023 as filed
with the SEC, the Company is no longer in compliance with the
minimum stockholders' equity requirement for continued inclusion on
the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1),
which matter serves as a basis for delisting the Company's
securities from Nasdaq.
As previously reported on a Current Report on Form 8-K filed on
Oct. 17, 2023, the Company is subject to a Mandatory Panel Monitor
for a period of one year, or until Oct. 16, 2024. As such, the
Company is not eligible for a compliance period. The Company has
the opportunity to request a new hearing with the Hearings Panel,
which it intends to do, as the Company believes that its current
shareholders equity figure meets Nasdaq continued listing standards
following the recent conversion of certain non-cash liabilities to
equity. The hearing request will stay the suspension of the
Company's securities and the filing of the Form 25-NSE pending the
Panel's decision. The fee for the Hearing is $20,000.
About Blue Star Foods
Based in Miami, Florida, Blue Star Foods Corp. --
https://bluestarfoods.com -- is an international sustainable marine
protein company based in Miami, Florida, that imports, packages and
sells refrigerated pasteurized crab meat, and other premium seafood
products. The Company's main operating business, John Keeler &
Co., Inc. was incorporated in the State of Florida in May 1995. The
swimming crab meat primarily from Indonesia, Philippines and China
and distributing it in the United States and Canada under several
brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First
Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon
and rainbow trout fingerlings produced under the brand name Little
Cedar Farms for distribution in Canada.
Blue Star reported a net loss of $13.19 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.61 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.68
million in total assets, $9.92 million in total liabilities, and a
total stockholders' deficit of $1.24 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
CAPREF LLOYD: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: CAPREF Lloyd Center East LLC
4514 Travis Street, Suite 208
Dallas, TX 75204
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
District of Delaware
Case No.: 23-11942
Judge: Hon. John T. Dorsey
Debtor's
Bankruptcy
Counsel: Gregory A. Taylor, Esq.
ASHBY & GEDDES, P.A.
500 Delaware Avenue, 8th Floor
P.O. Box 1150
Wilmington, DE 19801
Tel: 302-654-1888
Fax: 302-654-2067
Email: gtaylor@ashbygeddes.com
Debtor's
Corporate
Counsel: LANE POWELL PC
601 S.W. Second Avenue
Suite 2100
Portland, Oregon 97204
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Todd Minnis as authorized
representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YMRVKAA/CAPREF_Lloyd_Center_East_LLC__debke-23-11942__0001.0.pdf?mcid=tGE4TAMA
CAPROCK LAND: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Amarillo Division, authorized Caprock Land Company, LLC to use cash
collateral on an interim basis in accordance with the budget.
Based on the Debtor's actions that StoneX Solutions, LLC believes
constitute one or more events of default under applicable
contractual agreements and give rise to, inter alia, various claims
and causes of action, StoneX asserts a secured claim against all
the Debtor's asset.
To the extent that the value of the Collateral securing StoneX's
secured claim exceeds StoneX's allowed pre-Petition Date claim,
which StoneX asserts is not less than $16 million, StoneX is
entitled to payment of interest and fees, costs and other charges
accrued or incurred on and after the Petition Date pursuant to 11
U.S.C. Section 506(b).
The Debtor is permitted to use cash collateral in the ordinary
course of its business solely to pay (i) actual, ordinary and
necessary expenses that are due and owing and set forth in the
amended budget; and (ii) any other expenses approved by the prior
written consent of StoneX, in its sole discretion.
As adequate protection, StoneX is granted valid, binding,
enforceable, and perfected continuing first-priority liens and
security interests in and on the Debtor's one-half interest in the
aircraft described as a Textron M2, No. N525KB, and the Debtor's
cattle.
The Replacement Lien will be a first priority lien on the
Additional Collateral in all respects, except that the Replacement
Lien in the aircraft will be subject to the existing third-party
mortgage.
The Replacement Lien will serve as adequate protection for the use
of the cash collateral to the extent of any diminution of StoneX's
pre-petition secured claim.
All liens and security interests granted pursuant to the Interim
Order are deemed attached, effective, valid, and perfected as of
the Petition Date.
To the extent of diminution in the value of StoneX's pre-petition
secured claim, and subject to the Debtor's reservation of rights to
object to the validity, priority, and extent of StoneX's
pre-petition secured claim, StoneX will have a super-priority
administrative expense claim pursuant to 11 U.S.C. Section 507(b)
in the Debtor's Chapter 11 Case and against the Debtor's bankruptcy
estate.
The events that constitute an "Event of Default" include:
(a) the Debtor's Chapter 11 Case is converted to a case under
Chapter 7 of the Bankruptcy Code;
(b) The Court grants StoneX, or any other creditor, relief
from the automatic stay with respect to enforcement rights related
to the Collateral;
(c) The Chapter 11 Case is dismissed, except to the extent
Debtor and StoneX agree to such dismissal;
(d) The Court authorizes the appointment of a Chapter 11
Trustee in the Chapter 11 Case; and
(e) The Interim Order is reversed, revoked, stayed, rescinded
or vacated.
A final hearing on the matter is set for December 18 and 19, 2023
at 10 a.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=xV09ic from PacerMonitor.com.
About CapRock Land Company, LLC
CapRock Land Company, LLC is a global logistics company that
manages organic feed ingredients around the world to the benefit of
its end customers. CapRock operates seven storage facilities across
the U.S.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-20172) on August 25,
2023. In the petition signed by Thomas Bunkley, owner, the Debtor
disclosed up to $10 million in assets and $50 million in
liabilities.
Judge Robert L. Jones oversees the case.
Steven L. Hoard, Esq., at Mullin Hoard & Brown, LLP, represents the
Debtor as legal counsel.
StoneX Commodity Solutions LLC, as lender, is represented by
Polsinelli PC.
CAPROCK MILLING: Hires Mullin Hoard & Brown as Counsel
------------------------------------------------------
Caprock Milling & Crushing, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Mullin Hoard & Brown, L.L.P. as counsel.
The firm's services include:
a. preparing all motions, notices, orders and legal papers
necessary to comply with the requisites of the United States
Bankruptcy Code and Bankruptcy Rules;
b. counseling the Debtor regarding preparation of Operating
Reports; Motions; and development of a Chapter 11 Plan; and
c. providing all other legal services ordinarily associated with
a bankruptcy case.
The firm will be paid at these rates:
Partners/Associates $250 to $520 per hour
Paralegals/ Law Clerks $175 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $35,000.
Steven L. Hoard, Esq., a partner at Mullin Hoard & Brown, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Steven L. Hoard, Esq.
Alysia Cordova, Esq.
Flannery Nardone, Esq.
Mullin Hoard & Brown, L.L.P.
P.O. Box 31656
Amarillo, TX 79120-1656
Tel: (806) 372-5050
Fax: (806) 372-5086
Email: shoard@mhba.com
acordova@mhba.com
fnardone@mhba.com
About Caprock Milling & Crushing, LLC
CapRock Milling & Crushing, LLC in Amarillo, TX, filed its
voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case
No. 23-20251) on November 3, 2023, listing $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Thomas Bunkley as member, signed the petition.
MULLIN HOARD & BROWN, L.L.P. serve as the Debtor's legal counsel.
CAPSTONE TOPCO: Moody's Affirms 'B2' CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Capstone TopCo, Inc.'s B2
corporate family rating, B2-PD probability of default rating.
Moody's also affirmed the B2 backed senior secured notes, and B2
backed senior secured bank credit facilities ratings including the
proposed incremental term loan debt issuance issued by Capstone
Borrower, Inc. (collectively "Cvent"). The outlook is maintained at
stable for both issuers. Cvent is a provider of cloud-based
enterprise event management and hospitality software and services.
Proceeds from the proposed $150 million of add-on debt to the
company's existing senior secured term loan will be used to fund
two identified acquisitions for $85 million, pay $5 million to $10
million in related fees and expense, and fund the remaining $55
million to $60 million to the balance sheet cash for general
corporate purposes. The revolving credit facility's capacity is
also increasing to $150 million from $115 million.
The affirmation reflects the company's significant liquidity
afforded by the incremental debt raise and Moody's expectation that
very high leverage will decline quickly in the next 12 months from
revenue growth sustained at 12% and cost reductions. The additional
cash supports liquidity in anticipation of deferred equity payments
and the company's planned migration away from holding cash for
pre-paid customer registration fees. Moody's expects that cash
balances will decline by $75 million from current levels by the end
2025, but that the company will maintain good liquidity
throughout.
RATINGS RATIONALE
The B2 CFR is constrained by Cvent's high financial pro forma debt
to EBITDA leverage of 8.7x at September 30, 2023 (including changes
in deferred revenue, excluding planned cost savings, and after
expensing capitalized software costs) that is increasing from 7.5x
prior to the transaction, and weak free cash flow to debt metrics.
The negative impact from the incremental debt to fund acquisitions
and add cash to the balance sheet is partially offset by Cvent's
strong revenue growth, expected by Moody's to be 12% over the next
12 to 18 months. Nonetheless, the incremental debt takes leverage
essentially back to the initial starting leverage of 8.8x when
ratings were initially assigned in May 2023. There has also been
limited time for the company's cost savings plan to take effect and
Moody's free cash flow expectations for 2024 and 2025 have been
diminished by the company's planned reduction in pre-paid customer
registration fees. Supporting factors for Cvent's credit profile
include a leading market position in the event management and
hospitality software solutions market, a highly recurring,
subscription-based revenue model, and strong revenue growth.
Cvent's liquidity profile is considered good and is supported by
full access to a $150 million senior secured revolving credit
facility maturing in 2028 and between $360 million and $365 million
of cash on hand pro forma for the net proceeds from the incremental
debt issuance as of September 30, 2023. Cash on hand will provide
ample liquidity to support working capital requirements for
pre-paid customer registration fees and planned deferred equity
payments totaling $85 million and $98 million in 2024 and 2025,
respectively. As a result, Moody's expects cash balances will
decline to $245 million in 2024 and $229 million in 2025 before
improving thereafter from positive free cash flow. Moody's expects
free cash flow excluding the deferred equity payments to be $12
million or 1.2% of free cash flow to debt in 2024. The company is
subject to a 1% mandatory amortization of its term loan or $6
million on an annual basis. The revolver is subject to a springing
first lien net leverage covenant when usage exceeds 40% ($46
million). Moody's does not expect the revolver to be drawn over the
next 12 months unless there is a need to finance an acquisition but
anticipates Cvent would remain well in compliance with the
financial covenant if it were to be measured.
The senior secured credit facilities are rated B2 reflecting both
the B2-PD PDR and a loss given default assessment of LGD3. The
senior secured credit facilities benefit from secured guarantees
from its direct parent and all existing and subsequently acquired
domestic subsidiaries.
The stable outlook reflects Moody's expectation that the company
will grow the top-line organically around 12% during the next 12 to
18 months. Moody's also expects EBITDA will increase such that debt
to EBITDA approaches the mid-to-low 5x by the end of 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgrade if Cvent increases revenue scale, sustains
leverage of 4.5x debt to EBITDA (including the change in deferred
revenue and expensing capitalized software costs) and free cash
flow to debt of 10%, and demonstrates a commitment to sustaining a
more conservative financial policy.
Ratings could be downgraded if Cvent fails to grow organically,
EBITDA margins decline from current levels, debt to EBITDA is not
on track to decline below 6.5x, FCF to debt is sustained in the low
single digit percentage range, or liquidity deteriorates.
Cvent, based in Tyson's Corner, VA, provides cloud-based enterprise
event management and hospitality software and services, mostly in
North America. The company is privately owned by affiliates of
Blackstone, Inc.
The principal methodology used in these ratings was Software
published in June 2022.
CAREVIEW COMMS: Losses, Cash Outflows Raise Going Concern Doubt
---------------------------------------------------------------
CareView Communications, Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended September 30, 2023 that the Company's net losses, cash
outflows, and working capital deficit raise substantial doubt about
the Company's ability to continue as a going concern through
November 12, 2024.
The Company has experienced net losses and significant cash
outflows from cash used in operating activities over the past
years. As of and for the nine months ended September 30, 2023, the
Company had an accumulated deficit of $206,194,185, income from
operations of $259,788, net cash provided by operating activities
of $170,982, and an ending cash balance of $674,020.
As of September 30, 2023, the Company had a working capital deficit
of $36,099,968 consisting primarily of PDL notes payables including
accrued interest. Management has evaluated the significance of the
conditions described above in relation to the Company's ability to
meet its obligations and concluded that, without additional
funding, the Company will not have sufficient funds to meet its
obligations within one year from the date the condensed
consolidated financial statements were issued. While management
will look to continue funding operations by increased sales volumes
and raising additional capital from sources such as sales of its
debt or equity securities or loans to meet operating cash
requirements, there is no assurance that management's plans will be
successful.
The Company said, "On March 8, 2022, we agreed with the HealthCor
Parties to (i) amend the 2011 HealthCor Notes to extend the
maturity date of the 2011 HealthCor Notes from April 20, 2022 to
April 20, 2023 by entering into Allonge No. 4 to the 2011 HealthCor
Notes and (ii) amend the 2012 HealthCor Notes to extend the
maturity date of the 2012 HealthCor Notes from April 20, 2022 to
April 20, 2023 by entering into Allonge No. 4 to the 2012 HealthCor
Notes. In connection with the HealthCor Note Extensions, we issued
the HealthCor parties warrants to purchase an aggregate of
3,000,000 shares of our Common Stock at an exercise price per share
equal to $0.09 per share and with an expiration date of March 8,
2032."
On December 30, 2022, the Company entered into a consent and
agreement to cancel and exchange existing notes and issue
replacement notes and cancel warrants with certain holders of
senior secured convertible promissory notes and warrants to
purchase the Company's common stock, that were issued pursuant to
the Note and Warrant Purchase Agreement, dated as of April 21,
2011. The Cancellation Agreement provided for the cancellation of
all outstanding Notes and Warrants issued pursuant to the Purchase
Agreement in exchange for the issuance of replacement senior
secured convertible promissory notes with an aggregate principal
amount of $44,200,000. The maturity date of the Replacement Notes
was December 31, 2023. No interest accrues on the Replacement
Notes. As of June 30, 2023, all replacement note were converted
into shares of the Company's common stock at $0.10 per share.
On March 30, 2023, investors holding an aggregate of $26,200,000 of
Replacement Notes exercised their right to convert the debt into
shares of the Company's common stock at $0.10 per share. Upon
conversion, the Company issued the investors in the First Tranche
an aggregate of 262,000,000 shares. The First Tranche only
converted 50% of the HealthCor Replacement Notes. Due to the
insufficient number of the Company's available authorized shares of
common stock, a shareholder vote to authorize an increase in the
Company's authorized shares of common stock to 800,000,000 was
approved on May 26, 2023.
Effective May 22, 2023, the Company's increased its authorized
shares of common stock from 500,000,000 shares to 800,000,000
shares.
On May 24, 2023, noteholders owning an aggregate of $18,000,000
Replacement Notes, provided the Company with a Conversion Notice,
pursuant to the terms of the Replacement Notes, to convert the
Replacement Notes into shares of the Company's common stock at a
conversion price of $0.10 per share, resulting in the issuance of
an aggregate of 180,000,000 shares.
Management continues to monitor the immediate and future cash flow
needs of the Company in a variety of ways which include forecasted
net cash flows from operations, capital expenditure control, new
inventory orders, debt modifications, increases sales outreach,
streamlining and controlling general and administrative costs,
competitive industry pricing, sale of equities, debt conversions,
new product or services offerings, and new business partnerships.
For the three months ended Sept. 30, 2023, CareView reported a net
loss of $869,901 compared to a net loss of $1,479,074 for the same
billing period in 2022.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/nuzxz2s3
About CareView Communications
Headquartered in Lewisville, Texas, CareView Communications, Inc.
-- http://www.care-view.com-- is a provider of products and
on-demand application services for the healthcare industry,
specializing in bedside video monitoring, software tools to improve
hospital communications and operations, and patient education and
entertainment packages.
Careview Communications reported a net loss of $6.04 million for
the year ended Dec. 31, 2022, compared to a net loss of $10.08
million for the year ended Dec. 31, 2021.
As of Sept. 30, 2023, the Company has $4,778,046 in total assets
and $39,358,395 in total liabilities.
Somerset, New Jersey-based Rosenberg Rich Baker Berman P.A., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated May 19, 2023, citing that the
Company has suffered recurring losses from operations and has
accumulated losses since inception that raise substantial doubt
about its ability to continue as a going concern.
CENTURY GRANITE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Century Granite Company, Inc.
203 Williams Street
Elberton, GA 30635
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Middle District of Georgia
Case No.: 23-30611
Debtor's Counsel: David L. Bury, Jr., Esq.
STONE & BAXTER, LLP
577 Third Street
Macon, GA 31201
Tel: 478-750-9898
Fax: 478-750-9899
Email: dbury@stoneandbaxter.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anand S. Anandan as president/CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/T2Z3CHY/Century_Granite_Company_Inc__gambke-23-30611__0001.0.pdf?mcid=tGE4TAMA
CONSTRUCTION ALLSTARS: Hires Ritter Spencer Cheng as Counsel
------------------------------------------------------------
Construction Allstars, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Ritter Spencer
Cheng PLLC as counsel.
The firm will provide these services:
a. take all necessary action to protect and preserve the Estate,
including the prosecution of actions on its behalf, the defense of
any actions commenced against it, negotiations concerning all
litigation in which it is involved, and objecting to claims;
b. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and papers in connection
with the administration of the estate herein;
c. formulate, negotiate, and propose a plan of reorganization;
and
d. perform all other necessary legal services in connection with
these proceedings.
The firm will be paid at these rates:
David D. Ritter $375 per hour
Associates $275 per hour
Clerks and Paralegals $170 per hour
The firm received a retainer of $7,500 from the Debtors.
David Ritter, Esq., at Ritter Spencer, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David D. Ritter, Esq.
RITTER SPENCER CHENG PLLC
15455 Dallas Parkway, Suite 600
Addison, TX 75001
Telephone: (214) 295-5078
Facsimile: (214) 329-4362
Email: dritter@ritterspencercheng.com
About Construction Allstars, LLC
Construction Allstars, LLC, filed a Chapter 11 bankruptcy petition
(Construction Allstars, LLC) on October 26, 2023. The Debtor hires
Ritter Spencer Cheng PLLC as counsel.
COWORKRS 3RD STREET: Seeks Cash Collateral Access
-------------------------------------------------
CoWorkrs 3rd Street LLC dba Bond Gowanus asks the U.S. Bankruptcy
Court for the Eastern District of New York for authority to use
cash collateral and provide adequate protection.
The U.S. Small Business Administration, the Illinois Union
Insurance Company, and Ephraim D. Zagelbaum assert an interest in
the Debtor's cash collateral.
The Debtor requires the use of cash collateral to continue paying
its ongoing obligations as a debtor in possession and propose a
plan of reorganization and emerge from bankruptcy.
The Debtor proposes, subject to the Court's approval, to provide
with the Secured Parties with the following adequate protection:
i. Replacement Liens on the Post-petition Collateral to the
same extent and validity as its pre-petition liens; provided,
however, that the Post-petition Collateral will not include any
recoveries under Chapter 5 of the Bankruptcy Code and are further
subject to the Carve Out; and
ii. To the extent applicable, the SBA will receive adequate
protection payments equal to the pre-petition monthly interest-only
payments at the non-default contract rate in accordance with the
pre-petition Loan Documents, without prejudice to the
characterization of said payments.
The Adequate Protection Liens will be subject to the following
Carve Out: (i) payments of those fees due to the Office of the
United States Trustee pursuant to 28 U.S.C. Section 1930 and any
applicable interest thereon under 31 U.S.C. Section 3717; (ii) the
payment of allowed professional fees and disbursements incurred by
the Debtor's professionals retained by an Order of the Bankruptcy
Court, and any statutory committee appointed in the case pursuant
to fee orders or any Monthly compensation Order, 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 incurred prior to delivery of a carve out trigger
notice in accordance with the Budget not to exceed the sum of
$25,000; (iii) any recoveries in favor of the estate pursuant to
Chapter 5 of the Bankruptcy Code; and (iv) any amounts allowed by
the Court as fees and expenses of a trustee appointed under Section
726(b) of the Bankruptcy Code in an amount not to exceed $10,000.
A copy of the motion is available at https://urlcurt.com/u?l=oq1172
from PacerMonitor.com.
About CoWorkrs 3rd Street LLC
CoWorkrs 3rd Street LLC is primarily engaged in renting and leasing
real estate properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-44306) on November
27, 2023. In the petition signed by David Goldwasser, chief
restructuring officer, the Debtor disclosed $4,860,560 in assets
and $2,987,216 in liabilities.
Judge Elizabeth S. Stong oversees the case.
Avrum J. Rosen, Esq., at Law Offices of Avrum J. Rosen, PLLC,
represents the Debtor as legal counsel.
CQP HOLDCO: S&P Assigns 'BB' Rating on New Senior Secured Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' rating and '3' recovery rating
to CQP Holdco L.P.'s (CQP Holdco) new senior secured notes.
At the same time, S&P Global Ratings affirmed its 'BB' issuer
credit rating (ICR) on CQP Holdco and its 'BB' issue-level rating,
with a '3' recovery rating, on the company's existing debt.
The stable outlook reflects S&P's expectation that Cheniere Energy
Partners L.P. (CQP) will generate robust cash flows with
commensurate distributions to CQP Holdco. S&P expects CQP Holdco's
stand-alone leverage will be about 5.1x-5.4x in 2024 and 2025, and
interest coverage will remain above 3.0x.
The term loan amendment and notes issuance leave leverage
unchanged, with no material impact to interest coverage. The term
loan will be partially repaid on a dollar-for-dollar basis with the
proceeds from the senior secured notes issuance, and the spread on
the term loan will be reduced to 300 bps from 350 bps and the 10
bps CSA. This results in no net change to the debt amount, while
the lower spread is somewhat offset by the higher coupon on the new
notes. CQP Holdco also has interest rate swaps in place that have
dampened its exposure to interest rates, which have increased from
recent historical levels. Consequently, S&P sees no material impact
to interest coverage ratios and expect them to be about 3.1x-3.2x
for the forecast period.
Although the term loan maturity extension to 2030 from 2028, along
with the new senior secured note maturity of 2033, reduces
refinancing risk further out, this is beyond the current outlook
period and refinancing risk is not a key consideration in our
analysis at present.
S&P expects the full-term loan will be extended. S&P expects that
the full-term loan will be extended. There are mechanisms in the
credit agreement whereby nonconsenting lenders could be replaced
with new lenders, with the nonconsenting lenders being repaid in
full. In the event all term loan lenders consent or are replaced,
no stub would remain and only the amended term loan would be
outstanding. The senior secured notes and amended term loan B also
rank pari passu in terms of seniority.
The 'BB' ICR on CQP Holdco reflects the differentiated credit
quality between CQP Holdco and CQP. CQP Holdco owns approximately
41% of CQP. The rating differential reflects the structural
subordination of CQP Holdco's debt to CQP's underlying cash flows,
which CQP Holdco does not control. Other factors include cash flow
stability, CQP Holdco's influence on CQP's corporate governance and
financial policy, financial ratios, and ability to liquidate its
investments in CQP to repay debt. S&P assesses these factors as
either positive, neutral, or negative. When viewing these factors
holistically, it arrives at a 'bb' stand-alone credit profile
(SACP) for CQP Holdco, a three-notch differential from its 'bbb'
SACP on CQP.
S&P said, "We view CQP's underlying cash flows as stable because
the dividend stream to CQP Holdco is backed by highly contracted
long-term agreements with investment-grade counterparties. We do
not anticipate an adverse change to the dividend policy. Strong
cash flows year to date in 2023, resulting in distributions in line
with our expectations, further support the positive cash flow
assessment.
"We assess corporate governance and financial policy as positive,
given the master limited partnership (MLP) structure of CQP. MLP
unitholders strongly favor stable or increasing dividends. In our
opinion, CQP Holdco also benefits from a more robust governance
structure than that of conventional limited partners in an MLP
structure. These policies were introduced as a precondition of an
initial investment in CQP in 2012, before all six trains were
operational, and supported by Blackstone Infrastructure Partners
(Blackstone) and Brookfield Infrastructure Partners' joint
ownership in 2020.
"We assess CQP Holdco's ability to liquidate its investment in CQP
as negative. At recent prices, CQP Holdco could sell its entire
stake and repay its total debt by more than 3.0x; however, in our
view, CQP's units do not have a relatively deep market. Therefore,
if CQP Holdco tried to sell a large number of units, it would
likely depress CQP's unit price. We do not view the near-term
likelihood of CQP Holdco selling its stake in CQP as probable.
"The stable outlook on CQP Holdco reflects our expectation that CQP
will generate robust cash flows with commensurate distributions to
CQP Holdco. We expect CQP Holdco's stand-alone leverage will be
about 5.1x-5.4x in 2024 and 2025, and interest coverage will remain
above 3.0x."
S&P could take a negative rating action if:
-- S&P expects leverage will be sustained above 6.0x, which could
occur as a result of the issuance of additional debt;
-- The interest coverage ratio falls below 3.0x for a sustained
period;
-- CQP Holdco's liquidity position deteriorates materially; or
-- S&P takes a negative rating action on CQP.
These outcomes could occur in the unlikely scenario that an
unanticipated interruption at CQP's operational subsidiaries
materially reduces cash flow.
S&P could take a positive rating action on CQP Holdco if:
-- S&P takes a position rating action on CQP; and
-- CQP Holdco maintains leverage below 4.0x.
Because CQP Holdco is a minority holder of CQP, our assessment of
its environmental, social, and governance risk reflects our
assessment of CQP. Environmental factors are a moderately negative
consideration in our credit rating analysis on CQP, an operator of
liquefied natural gas regasification and liquefaction facilities on
the U.S. Gulf Coast, and a natural gas pipeline. Climate transition
risks for the midstream industry--and CQP notably--relate to risk
that global gas demand may peak earlier than expected if renewable
power generation is further accelerated by policies. However, this
risk is offset to a certain degree by the role of natural gas in
helping to balance renewables and seasonal demand.
CRYPTO CO: Agrees to Convert CEO's $50K Salary Into Equity
----------------------------------------------------------
The Crypto Company disclosed in a Form 8-K filed with the
Securities and Exchange Commission that effective Nov. 24, 2023,
the Company agreed to convert $49,600 of accrued but unpaid salary
for Ron Levy, the Company's chief executive officer, interim chief
financial officer, chief operating officer and secretary, to Common
Stock of the Company at a conversion rate of $0.0016 per share,
resulting in an aggregate of 31,000,000 shares of Common Stock of
the Company being issued to Mr. Levy.
The Conversion Price was based upon a five-day volume-weighted
average price of the Company's Common Stock and approved by the
Company's independent board member.
About Crypto Company
Malibu, Calif.-based The Crypto Company -- 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.
CUETO CONSULTING: Case Summary & Eight Unsecured Creditors
----------------------------------------------------------
Debtor: Cueto Consulting & Construction, LLC
P.O. Box 185811
Fort Worth, TX 76181
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-43707
Debtor's Counsel: Eric A. Liepins, P.C.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Ste. 850
Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
Email: eric@ealpc.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Andrew Cueto as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WJLM7QY/Cueto_Consulting__Construction__txnbke-23-43707__0001.0.pdf?mcid=tGE4TAMA
CUSHMAN & WAKEFIELD: Moody's Alters Outlook on 'B1' CFR to Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed the corporate family rating
of Cushman & Wakefield U.S. Borrower, LLC's ("CWK") at B1, its
senior secured term loan, senior secured first lien revolving
facility, and senior secured notes ratings at Ba3, its probability
of default rating at B1-PD, and changed the outlook to stable from
positive. Moody's maintained the speculative grade liquidity score
at SGL-1.
The revision of the outlook to stable from positive reflects a
reversal in operating performance given the challenging macro and
commercial real estate (CRE) environment, as exhibited by CWK's
deteriorating cash flow metrics. Additionally, the stable outlook
reflects Moody's expectation that the company's broad service
offerings, variable cost structure, and ample liquidity will
provide operating and cash flow resilience in a period of higher
financial leverage and softening market conditions.
RATINGS RATIONALE
The revision of CWK's outlook to stable from positive reflects a
reversal in operating performance driven by sluggish CRE investment
activity and the resulting decline in revenues from the company's
transactional businesses, particularly leasing (brokerage) and
capital markets. As a result, CWK's leverage has remained above
6.0x, as measured by Debt/EBITDA, and interest coverage below 2.0x
as measured by EBITA/Interest (both metrics include Moody's
standard adjustments for pensions and operating leases). Moody's
expects leverage to remain high in the near term due to modest CRE
transaction volumes in 2024, but to trend down over time with a
recovery in earnings and continued debt repayment. Pressures to
CWK's business will persist until interest rates stabilize, price
discovery improves, and equity dry powder begins to be deployed.
Importantly however, the company's recurring cash flows from its
contractual businesses and prudent balance sheet management with
ample liquidity will provide operating and cash flow resilience in
a period of softening market conditions.
CWK's liquidity position is very good, and characterized by its low
capital-intensive business model and recurring cash flows, full
availability under its $1.1 billion secured revolving facility
expiring in 2027, and a cash position of approximately $590 million
at September 30, 2023. Debt maturities are minimal with $193
million of remaining term loan debt due in August 2025 and $650
million in secured notes due in 2028. Moody's expect the company to
allocate available liquidity and excess cash flow to debt
repayment, investing in its services platform, in-fill M&A and
recruitment, and returning capital to shareholders.
The ratings affirmation reflects CWK's market position as a leading
global commercial real estate services provider and strong base of
recurring income from contractual property, facility and project
management businesses. Credit challenges continue to include the
cyclical nature of the company's transaction-based service lines of
business including capital markets and leasing as well as exposure
to governance risk due to its private equity ownership with
substantial board representation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would be predicated on a reduction in leverage as
defined by Debt/EBITDA to below 4.0x, interest coverage above 3.0x
and RCF/Net Debt above 15%, on a sustained basis. All metrics are
calculated using Moody's standard adjustments.
A ratings downgrade would result from weakening operating
performance or liquidity cushion and/or a shift to a more
aggressive financial policy, with Debt/EBITDA around 6.0x and
interest coverage below 1.5x, on a sustained basis. All metrics are
calculated using Moody's standard adjustments.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Cushman & Wakefield is one of the leading, global providers of
commercial real estate services, providing a full array of
corporate real estate services (CRES) to occupiers, property
owners, investors, and developers worldwide.
DELDOR WELLNESS: Unsecureds Will Get 10% of Claims in 60 Months
---------------------------------------------------------------
Deldor Wellness, Inc., and Delma Y. Rodriguez filed with the U.S.
Bankruptcy Court for the District of New Jersey a Joint Plan of
Reorganization for Small Business dated November 28, 2023.
Deldor Wellness is a Spa and Wellness Center operating out of 26
Washington Street in Tenafly, New Jersey. Delma Y. Rodriguez owns
100% of the membership interests in Deldor.
Deldor derives substantially all of its income through providing
cosmetic skin treatments, massages and other wellness
treatments/spa services to its clients. Deldor employs
approximately 6 people, with three of those being full-time
employees. Deldor rents space at its current location.
Deldor Wellness maintains that the value of its tangible and
intangible personal property (including deposit accounts) is
comprised of $9,730.84 in cash deposits, and tangible personal
property with an appraised value of $8,305, for a total of $18,036.
There are no accounts receivable given the nature of the business;
clients pay for services at their appointment.
Deldor has several secured creditors and proposes to pay them as
follows: the secured portion of Viora Sinclair Company's claim of
$8,305 over a 60-month term, at 5.5% interest, in monthly
installments of $158.64 commencing 30 days after the Effective Date
of the Plan on account of Viora's claim secured by if first
position lien on two devices, the V20 and Elysion devices; the
secured portion of Merk Funding's claim of $9,730.84 over a
60-month term, at 5.5% interest, in monthly installments of $185.87
commencing 30 days after the Effective Date of the Plan on account
of Merk's claim secured by if first position lien on the business
assets of the Deldor.
Delma Rodriguez propose to pay the secured portion of the Internal
Revenue Service's ("IRS") claim of $14,200 over a 60-month term, at
5.5% interest, in monthly installments of $271.24 commencing 30
days after the Effective Date of the Plan on account of the IRS's
claim secured by if lien on all of the assets of Delma. Delma
proposes to continue to make normal monthly payments on the claim
of Toyota Motor Corporation, which is secured by a vehicle finance
loan covering the Debtor's vehicle, in compliance with the loan
documents forming the claim.
The Debtors propose to treat all other allowed claims, including
the deficiency claims of Viora, Merk and the IRS, as general
unsecured claims under Bankruptcy Code Sec. 506(a). The Debtors
will make sixty monthly payments of $700 for distribution on
account of allowed unsecured claims; the holders of such claims
will share in the fund pro rata.
Class 8 consists of General Unsecured Claims against Jointly
Administered Debtors (including deficiency claims of Class 1, Class
2, Class 3, Class 4 and Class 5 Creditors). Claimants shall share
pro rata with a monthly payment of $700.00 until sixty months after
the effective date. This Class will receive a distribution of 10%
of their allowed claims.
The Debtor will retain all equity interests in Deldor.
The Debtor Deldor will fund the payments to Classes 1, 2 and 8 by
contributing post-confirmation income realized through its
operations.
The Debtor Delma Rodriguez will fund the payments to Classes 3 and
8 by contributing postconfirmation income realized through her
employment.
A full-text copy of the Joint Plan of Reorganization dated November
28, 2023 is available at https://urlcurt.com/u?l=UgJyt9 from
PacerMonitor.com at no charge.
Counsel to Deldor Wellness:
Brian Hannon, Esq.
Norgaard, O'Boyle & Hannon
184 Grand Avenue
Englewood, NJ 07631
Telephone: (201) 871-1333
Email: bhannon@norgaardfirm.com
Counsel to Delma Y. Rodriguez:
McDonnell Crowley, LLC
115 Maple Avenue
Red Bank, NJ 07701
(732) 383-7233
About Deldor Wellness
Deldor Wellness, Inc., is a Spa and Wellness Center operating out
of 26 Washington Street in Tenafly, New Jersey.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 23-17422) on August 25,
2023. In the petition, the Debtor disclosed up to $50,000 in assets
and up to $1 million in liabilities.
Judge Rosemary Gambardella oversees the case.
Brian G. Hannon, Esq., at Norgaard, O'Boyle & Hannon, represents
the Debtor as legal counsel.
DEPENDABLE LAWN: Court OKs Cash Collateral Access Thru Jan 2024
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division authorized Dependable Lawn Care, LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance, through January 12, 2024.
Newtek Small Business Finance, LLC is granted as adequate
protection for any diminution in the value of its prepetition
collateral and the proceeds thereof a valid, perfected and
enforceable first priority security interest in and upon all of the
categories and types of collateral in which it held a security
interest and lien as of the Petition Date, including, without
limitation, cash in the possession of the Debtor resulting from any
operations on the Property or the landscaping business, and the
proceeds thereof, which Replacement Liens will be in addition to
the security interests of Newtek Small Business Finance, LLC in the
Prepetition Collateral, and the proceeds thereof, and cash in the
Debtor’s possession, in the same order of priority as such
security interests existed on the Petition Date.
The Debtor is permitted to provide adequate protection to Newtek in
the amount of $16,500 a month, retroactive to the beginning of the
bankruptcy case, pursuant to Sections 363(c)(2)(A) and 363(e) of
the Bankruptcy Code, pursuant to the terms and conditions set forth
in the Interim Order, as provided in the Budget. This amount will
be paid to Newtek by December 22, 2023.
A continued hearing on the matter is set for January 10 at 10:45
a.m.
A copy of the order is available at https://urlcurt.com/u?l=YpwQJq
from PacerMonitor.com.
About Dependable Lawn Care, Inc.
Dependable Lawn Care, Inc. is primarily engaged in performing a
variety of lawn and garden services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11667) on September
1, 2023. In the petition signed by Robert D. Walker, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Deborah L. Thorne oversees the case.
Paul M. Bach, Esq., at Bach Law Offices, represents the Debtor as
legal counsel.
DEPENDABLE LAWN: Hires ACO Commercial as Real Estate Broker
-----------------------------------------------------------
Dependable Lawn Care, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ ACO
Commercial, Inc. as real estate broker.
The firm will market and sell the Debtor's real property known as
2320 138th Street, Blue Island, Illinois.
The firm will be paid a commission of 6 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:
Karen Kulczycki
ACO Commercial, Inc.
2502 N Clark #200
Chicago, IL 60614
Tel: (312) 638-9950
About Dependable Lawn Care, Inc.
Dependable Lawn Care, Inc. is a lawn and garden service provider
based in Blue Island, Ill.
Dependable Lawn Care filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11667) on
Sept. 1, 2023, with up to $50,000 in assets and $1 million to $10
million in liabilities. Robert D. Walker, president, signed the
petition.
Judge Deborah L. Thorne oversees the case.
Paul M. Bach, Esq., at Bach Law Offices represents the Debtor as
bankruptcy counsel.
DIGITAL MEDIA: Reports $17.1MM Net Loss in Q3 2023
--------------------------------------------------
Digital Media Solutions Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $17,107,000 for the three months ended Sept. 30, 2023, compared
to a net loss of $10,121,000 for the same period in 2022.
For the nine months ended Sept. 30, 2023, the Company incurred a
net loss of $85,299,000 compared to a net loss of $27,365,000 for
the same period in 2022.
Digital Media reported a net loss of $52.50 million for the year
ended Dec. 31, 2022.
Commenting on the Company's Q3 2023 Financial Results, Joe
Marinucci, CEO of DMS, said, "In Q3, we continued our disciplined
focus to execute our restructuring initiatives, while at the same
time leaning into our key demand and supply side partnerships and
strengthening our foundational building blocks to execute towards
our future state of DMS as a more operationally streamlined and
vertically integrated business, powered by people, product and
technology."
"In our Marketplace Segment, while there are still headwinds in our
property & casualty (P&C) insurance business, several key strategic
customers are growing with DMS. Beyond P&C, we have diversified our
insurance business by vertically integrating in the Under 65 market
with the continued development of our owned-and-operated
marketplace, www.HealthMarketAdvisor.com, along with the launch of
our Protect Health Insurance Agency. In our Brand Direct Segment,
we have consolidated several business units and are completing the
final integration phases of our team, systems and technology. The
result of this will create stronger partnerships with both
advertisers and publishers, providing them with a single point of
entry to work with DMS across all of our performance media
solutions to scale customer acquisition campaigns," continued
Marinucci.
"In the third quarter, we diligently focused on building a solid
foundation that can support our efforts to return to growth in the
fourth quarter. We are pleased to exceed our revenue guidance for
Q3 and view our accomplishments as a strategic investment in our
future success. As we enter Q4, we remain enthusiastic, as this
quarter traditionally showcases our strength during the open
enrollment and e-commerce holiday shopping seasons. We remain
steadfast in our commitment to managing operating expenses,
recognizing them as a crucial financial performance lever under our
complete control," added Vanessa Guzmán-Clark, CFO.
A full-text copy of the Company's Q3 2023 Financial Results filed
on Form 8-K with the Securities and Exchange Commission is
available at https://tinyurl.com/38mc3fne
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.
As of Sept. 30, 2023, Digital Media has $168,972,000 in total
assets and $330,173,000 in total liabilities.
* * *
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.
DIRECTBUY HOME: Committee Hires Frost Brown Todd as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of DirectBuy Home
Improvement, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of New Jersey to employ Frost Brown Todd LLP as its
counsel.
The firm will render these services:
a. provide legal advice with respect to the Committee's
rights, powers and duties in this Chapter 11 Case;
b. prepare on behalf of the Committee of all necessary
applications, answers, orders, reports and other legal papers;
c. represent the Committee in any and all matters involving
contests with the Debtor, alleged secured creditors and other third
parties;
d. review pre-petition transactions and relationships;
e. assist in the negotiation of plans of reorganization or
liquidation;
f. assist the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and in
negotiating with holders of claims and equity interests;
g. assist the Committee's investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtor (and, to
the extent applicable, the Debtor's officers, directors and
shareholders) and of the operation of the Debtor's businesses;
h. assist and advise the Committee as to its communications
to the general creditor
body regarding significant matters in the Debtor's case;
i. review and analyze all applications, orders, statements of
operations and schedules filed with the Court and advise the
Committee as to their propriety; and
j. perform all other legal services for the Committee which
may be necessary and proper in these proceedings.
The firm will be paid at these hourly rates:
Ronald E. Gold, Partner $850
Jordan S. Blask, Partner $675
Erin P. Severini, Counsel $420
Bryan J. Sisto, Senior Associate $360
Joy D. Kleisinger, Associate $290
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, Frost
Brown Todd disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm has not represented the Committee in the 12 months
prepetition; and
-- the firm expects to develop a budget and staffing plan to
reasonably comply with the U.S. Trustee's request for information
and additional disclosures, as to which Frost reserves all rights.
Ronald Gold, Esq., a member of Frost Brown, 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:
Ronald E. Gold, Esq.
A.J. Webb, Esq.
Frost Brown Todd, LLC
Great American Tower
301 East Fourth Street, Suite 3300
Cincinnati, OH 45202
Tel: (513) 651-6800
Fax: (513) 651-6981
Email: rgold@fbtlaw.com
awebb@fbtlaw.com
About DirectBuy Home Improvement
DirectBuy Home Improvement, Inc., doing business as Z Gallerie, is
a specialty retailer focused on fashion and art-inspired home
décor and home furnishings. The company is based in Gardena,
Calif.
DirectBuy Home Improvement sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19159) on
October 16, 2023. In the petition signed by Robert Fetterman, chief
financial officer and interim chief executive officer, the Debtor
disclosed up to $100 million in both assets and liabilities.
The Debtor tapped Michael D. Sirota, Esq., at Cole Schotz PC as
legal counsel and Stretto, Inc. as administrative advisor.
ZG Lending SPV, LLC, as DIP agent and prepetition agent, is
represented by Lowenstein Sandler LLP's Robert M. Hirsh, Esq., and
Phillip Khezri, Esq.
DIVERSIFIED PANELS: Court OKs Cash Collateral Access Thru Dec 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Northern Division, authorized Diversified Panels Systems. Inc. to
use cash collateral on an interim basis, through December 14,
2023.
Fora Financial West, LLC. Pacific Western Bank, and JPMorgan Chase
assert an interest in the Debtor's cash collateral.
The Debtor is to exclude payments to secured creditors, Fora
Financial West, LLC, Pacific Western Bank, and JPMorgan Chase.
As further adequate protection, the secured creditors of the Debtor
are granted replacement liens in all post-petition assets of the
Debtor, other than avoidance power actions and recoveries.
The replacement liens granted to the secured creditors will have
the same extent, validity, and priority (and will be subject to the
same defenses) as were their respective liens and security
interests in prepetition collateral.
A continued hearing on the matter is set for December 13 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=eBVJsU
from PacerMonitor.com.
About Diversified Panels Systems, Inc.
Diversified Panels manufacturers expanded polystyrene (EPS)
insulated metal panels, focusing specifically on cold storage and
agricultural facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11112) on November
22, 2023. In the petition signed by Richard Charles Bell as CEO,
CFO & secretary, the Debtor disclosed $12,533,166 in assets and
$26,114,847 in liabilities.
Judge Ronald A. Clifford III oversees the case.
William E. Winfield, Esq., at Nelson Comis Kettle & Kinney LLP,
represents the Debtor as legal counsel.
DMD SERVICES: Amends Disclosures After Sec. 1111(b) Election
------------------------------------------------------------
DMD Services, Inc., submitted an Amended Disclosure Statement.
On July 25, 2023, filed its original Disclosure Statement and
proposed Plan of Reorganization. The original disclosure statement
and proposed plan attached thereto proposed to "cramdown" the
under-secured claim of its primary secured creditor Community Loan
Servicing ("CLS") and pay the secured portion of the claim of
$300,000 over a 10 year amortization period (at the appropriate
cramdown interest rate of 9.5%) while paying 0% on the unsecured
portion of the claim. Following the filing, CLS filed its Section
1111(b) election form on Oct. 3, 2023, seeking to have its
undersecured claim treated as secured for the full amount of its
claim as scheduled by the debtor of $1,000,000.
The Sec. 1111(b) election by CLS necessitated the filing of this
amended Disclosure Statement and Plan to provide for the claim's
treatment pursuant to the election.
The Debtor was incorporated in Pennsylvania on Oct. 30, 1992. The
corporation's President and sole shareholder is Kim Graves. The
Debtor was formed in order to own real estate which was purchased
on or about Nov. 5, 1992 and is located at 899-893 Main Street,
Darby PA ("the property").
In August 2001, the Debtor obtained a mortgage loan in the
principal amount of $263,250 from Interbay Funding LLC secured by
the property. The loan was assigned several times over the years
and is presently owned and serviced by Community Loan Servicing LLC
("CLS").
Keya Graves is a corporation which actively operates a catering and
event reception business on the site. Kim Graves is a one-third
owner of Keya Graves along with his wife and his son Scott Graves,
who manages the daily operations of the business. It has
approximately 15 other employees. Keya Graves has successfully
operated its business at the property since 2018, and its present 5
year lease with the Debtor requires monthly rental payments of
$5000 per month (plus its payment of real estate taxes, insurance
and maintenance) through December 2027. Keya Graves's most recent
tax return and financial statements show that it is profitable and
grossed approximately $27,300 per month in 2022. It has made all
rental payments to the debtor in a timely manner since the filing
of this case. Likewise, the Debtor has made all timely adequate
protection/ monthly mortgage payments since the filing of its case
to CLS in the amount of $3,882 which in addition to reducing the
secured debt also satisfied the stay requirements for a SARE case
pursuant to 11 U.S.C. Sec. 362(d)(3) which also includes the timely
filing of a disclosure statement and plan.
Under the Amended Plan, Class 3 consists of the allowed secured
claim of Debtor's sole mortgagee, CLS. CLS has filed its election
under Sec. 1111(b), which means that it retains its entire debt as
a secured claim of $1,000,000 (as scheduled by debtor), although
the actual agreed upon value of the debtor's real estate is only
$300,000. Although the claim of an electing class is treated as
secured, "the creditor is entitled only to receive payments over
time equal to the total allowed claim, the present value of which
(as of the plan effective date) must equal only the secured portion
of the claim, i.e., the value on the plan effective date of the
secured creditor's collateral".
As the Debtor is seeking to retain the real estate collateral as
necessary for its reorganization, the Debtor must therefore pay to
CLS as an electing creditor a stream of payments that satisfies 2
requirements: (1) the stream of payments must have a present value
equal to the value of the creditor's collateral (i.e., the allowed
amount of CLS's secured claim before the 1111(b) election --
$300,000 plus interest), and (2) the total amount of the creditor's
stream of payments must equal the amount of the total debt
($1,000,000). The Plan therefore proposes to pay the portion of
the claim secured up to the value of the real estate of $300,000
over a 10 year term (120 months) in monthly installments which
commenced on Feb. 1, 2023 at 9.5% for the first year of the term.
The Plan proposes to pay the remaining balance of this portion of
the secured claim ($281,108) at the mortgage note contract rate of
5% for 9 years (108 months) in the monthly amount of $3,237.60, at
which time the $300,000 claim secured up to the value of the real
estate would be fully amortized. The remaining balance of $603,806
($1,000,000 less the total of $396,194 paid through the initial 10
years) would be paid off over the following 15 years without
interest in the monthly amount of $3354.48. Class 3 is impaired.
A copy of the Disclosure Statement dated November 25, 2023, is
available at https://tinyurl.ph/TCmHb from PacerMonitor.com.
About DMD Services
DMD Services, Inc., was formed in order to own real estate which
was purchased in November 1992 and is located at 899 893 Main
Street, Darby PA.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa.
Case No. 23-10152) on Jan. 18, 2023, with as much as $50,000 in
both assets and liabilities. Kim Graves, president, signed the
petition.
Judge Magdeline D. Coleman oversees the case.
The Law Offices of Timothy Zearfoss serves as the Debtor's legal
counsel.
DMG SECURITY: William Avellone Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 11 appointed William Avellone of
Chartered Management as Subchapter V trustee for D.M.G. Security,
Inc.
Mr. Avellone 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. Avellone 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 B. Avellone
Chartered Management
10 South Riverside Plaza, Suite 875
Chicago, IL 60606
Tel: (312) 273-4004
Email: bill.avellone@charteredmgt.com
About D.M.G. Security
D.M.G. Security, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15180) on
Nov. 10, 2023, with $50,001 to $100,000 in assets and $100,001 to
$500,000 in liabilities.
Judge Donald R. Cassling oversees the case.
William E. Jamison, Jr., Esq., at William E. Jamison & Associates
represents the Debtor as bankruptcy counsel.
DMK PHARMACEUTICALS: Raises Going Concern Doubt
-----------------------------------------------
DMK Pharmaceuticals disclosed in a Form 10-Q Report filed with the
U.S. Securities and Exchange Commission for the quarterly period
ended September 30, 2023, that there is substantial doubt about its
ability to continue as a going concern, which may hinder its
ability to obtain further financing.
According the the Company, "Our consolidated financial statements
are prepared using the generally accepted accounting principles
applicable to a going concern, which contemplates the realization
of assets and liquidation of liabilities in the normal course of
business. However, as shown in our consolidated financial
statements for the year ended December 31, 2022, included in our
Annual Report on Form 10-K for the year ended December 31, and the
condensed consolidated financial statements included in this
Report, we have sustained substantial recurring losses from
operations, have a substantial accumulated deficit, have limited
cash resources and significant liabilities. In addition, we have
used, rather than provided, cash in our continuing operations. The
above conditions raise substantial doubt about our ability to
continue as a going concern within one year after such date. Our
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary
should we be unable to continue in existence. Uncertainty
concerning our ability to continue as a going concern, among other
factors, may hinder our ability to obtain future financing.
Continued operations and our ability to continue as a going concern
are dependent, among other factors, on our ability to successfully
develop and commercialize products, the market acceptance and
success of our products and our ability to obtain additional
required funding in the near term and thereafter. If we cannot
continue as a viable entity, we might be required to reduce or
cease operations or seek dissolution and liquidation or bankruptcy
protection, and our stockholders would likely lose most or all of
their investment in us."
"Our ability to obtain required financing will be subject to a
number of factors, including without limitation market conditions,
our capitalization, our operating performance and investor
sentiment. If we are unable to raise additional capital when
required or on acceptable terms, we may have to significantly
delay, scale back or discontinue the development or
commercialization of one or more of our product candidates,
restrict our operations or attempt to obtain funds by entering into
agreements on unattractive terms, which would likely have a
material adverse effect on our business, stock price and our
relationships with third parties with whom we have business
relationships, and which could result in additional dilution to our
stockholders. If we do not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that would likely result in our stockholders
losing some or all of their investment in us."
"We have incurred losses since our inception, and we anticipate
that we will continue to incur losses. We may never achieve or
sustain profitability."
"We incurred significant net losses for the periods covered in this
Report. We expect that these losses will continue as we continue
our research and development activities, support commercialization
of our approved products, and continue to conduct our business.
These losses will cause, among other things, our stockholders'
equity and working capital to decrease. Any future earnings and
cash flow from operations of our business are dependent on our
ability to further develop our products and on revenue and
profitability from sales of products. There can be no assurance
that we will be able to generate sufficient revenue and amounts
payable to us under our commercialization agreement relating to our
SYMJEPI and ZIMHI products or other commercialization agreements
that we may enter into to become profitable at all or on a
sustained basis. We expect to have quarter-to-quarter fluctuations
in revenue and expenses, some of which could be significant. If our
products do not achieve market acceptance, we may never become
profitable. As we commercialize and market products, we may incur
expenses for product marketing and brand awareness and conduct
significant research, development, testing and regulatory
compliance activities that, together with general and
administrative expenses, could result in substantial operating
losses for the foreseeable future. Even if we do achieve
profitability, we may not be able to sustain or increase
profitability on a quarterly or annual basis."
"We will require additional funding to continue as a going
concern."
"Our continued operations and the development of our business will
require additional capital. Based on our current and anticipated
level of operations, we do not believe that our cash, cash
equivalents and short-term investments, together with anticipated
revenues from operations and amounts that we have received or
expect to receive as a result of our sales of assets relating to
our former U.S. Compounding, Inc. business or from other sources,
will be sufficient to meet our anticipated operating expenses,
liabilities and obligations for at least 12 months from the date of
this Report. We will require additional funds to sustain
operations, satisfy our obligations and liabilities, fund our
ongoing operations, or for other purposes. There are no assurances
that required funding will be available at all or will be available
in sufficient amounts or on reasonable terms. In addition to
product revenues, we have historically relied upon sales of our
equity or debt securities to fund our operations. We currently have
no available balance in our credit facility or committed sources of
capital, and a number of factors may limit or prevent our current
ability to access capital markets to obtain any required equity or
debt funding. Delays in obtaining, or the inability to obtain,
required funding from revenues relating to sales of our commercial
products, debt or equity financings, sales of assets, sales or
out-licenses of intellectual property assets, products, product
candidates or technologies, or other transactions or sources, would
materially and adversely affect our ability to satisfy our current
and future liabilities and obligations, and would materially and
adversely affect our ability to continue operations."
"Our ability to obtain required debt or equity financing or funds
from other transactions will be subject to a number of factors,
including without limitation market conditions, our capitalization,
our operating performance and investor sentiment. The terms of any
such funding, or the terms of any strategic transaction that we
might enter into, could result in significant dilution to our
stockholders. If we are unable to raise additional funds when
required or on acceptable terms, we may have to significantly
restrict our operations or seek to obtain funds by entering into
agreements on unattractive terms, which would likely have a
material adverse effect on our business, stock price and our
relationships with third parties with whom we have business
relationships, and which could result in additional dilution to our
stockholders. If we do not have sufficient funds to continue
operations, we could be required to seek dissolution and
liquidation, bankruptcy protection or other alternatives that would
likely result in our stockholders losing some or all of their
investment in us."
For the three months ended Sept. 30, 2023, the Company incurred a
net loss from continuing operations of $1,736,248, compared to a
net loss of $4,271,209 for the same period in 2022.
A full-text copy of the Company's Form 10-Q Report is available at
https://tinyurl.com/mrxsufha
About DMK Pharmaceuticals
DMK Pharmaceuticals (formerly known as Adamis Pharmaceuticals
Corporation) is a commercial stage neuro-biotech company primarily
focused on developing and commercializing products for the
treatment of opioid overdose and substance use disorders. DMK's
commercial products approved by the FDA include ZIMHI (naloxone)
Injection for the treatment of opioid overdose, and SYMJEPI
(epinephrine) Injection for use in the emergency treatment of acute
allergic reactions, including anaphylaxis. The Company is focused
on developing novel therapies for opioid use disorder (OUD) and
other important neuro-based conditions where patients are currently
underserved. DMK believes its technologies are at the forefront of
endorphin-inspired drug design with its mono, bi- and
tri-functional small molecules that simultaneously modulate
critical networks in the nervous system. DMK has a library of
approximately 750 small molecule neuropeptide analogues and a
differentiated pipeline that could address unmet medical needs by
taking the novel approach to integrate with the body's own efforts
to regain balance of disrupted physiology. The Company's lead
clinical stage product candidate, DPI-125, is being studied as a
potential novel treatment for OUD. DMK also plans to develop the
compound for the treatment of moderate to severe pain. The
Company's other development stage product candidates include
DPI-221 for bladder control problems and DPI-289 for severe end
stage Parkinson's disease.
As of Sept. 30, 2023, DMK has $8,957,411 in total assets and
$13,922,050 in total liabilities.
EASTGATE WHITEHOUSE: Jan. 11 Hearing on Barclays Plan Set
---------------------------------------------------------
Judge Sean H. Lane has entered an order an order granting the
amended motion of Barclays Bank PLC, secured creditor of debtor
Eastgate Whitehouse LLC, in its capacity as plan proponent, for
entry of an order of conditional approval of the Disclosure
Statement explaining Barclays' Plan.
A combined, in-person, hearing will be held before the Court on
Jan. 11, 2024 at 11:00 a.m. (Eastern Time) to consider approval of
the Disclosure Statement, on a final basis, and confirmation of the
Plan before the Honorable Judge Sean H. Lane, United States
Bankruptcy Court for the Southern District of New York, 300
Quarropas Street, White Plains, New York, Courtroom 118.
The voting deadline is established as Jan. 4, 2024 at 11:59 P.M.
EST.
The Class Members' Claim is temporarily allowed for voting purposes
in order to permit the Class Action Plaintiffs, or counsel to the
Class Action Representatives on their behalf, to vote their
individual Class 4 Claims pending approval of the Class Action
Settlement and final determination of their claims in the State
Court.
Objections, if any, to final approval of the Disclosure Statement
or confirmation of the Plan will be filed and served on or before
Jan. 4, 2024 at 4:30 p.m. (Eastern Time).
The Plan Proponent will cause the Solicitation Agent to prepare and
file with the Court a voting report on or prior to Jan. 9, 2024 at
noon (EST).
About Eastgate Whitehouse
Rye, N.Y.-based Eastgate Whitehouse, LLC, owns an apartment
building in Manhattan. Eastgate Whitehouse sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-22635) on Aug. 19, 2022. In the petition filed by its managing
member, William W. Koeppel, the Debtor reported between $10 million
and $50 million in both assets and liabilities.
Judge Sean H. Lane oversees the case.
The Debtor tapped Joel Shafferman, Esq., at Shafferman & Feldman,
LLP as bankruptcy counsel; the Law Office of Christopher J.
Alvarado, P.C., as special counsel; and Krell & Associates, CPA,
PC, as accountant.
EDISON INTERNATIONAL: S&P Rates Junior Subordinated Notes 'BB+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to Edison
International's proposed fixed-to-fixed reset rate junior
subordinated notes due 2054. The company intends to use the net
proceeds from these notes to fund the repurchase of its preferred
securities, the repayment of its outstanding commercial paper, and
for general corporate purposes.
S&P said, "We classify these notes as hybrid securities with
intermediate equity content (50%). This reflects the offering's
long-term nature, subordination, and deferability features. In line
with our criteria, we will reclassify the notes as having minimal
equity content after June 15, 2034, because the remaining period
until their maturity will be less than 20 years.
"We rate these securities two notches below our 'BBB' long-term
issuer credit rating on Edison International to reflect their
subordination and management's ability to defer interest payments
on the instrument."
The long-term nature of the junior subordinated notes, along with
the company's limited ability and lack of incentives to redeem the
issuance for a long-dated period, meets S&P's standards for
permanence. The instruments are subordinated to all of Edison
International's existing and future senior debt obligations,
thereby satisfying the condition for subordination. In addition,
the interest payments are deferrable, which fulfills the
deferability element.
ELEMENT CONSTRUCTION: Gary Rainsdon Named Subchapter V Trustee
--------------------------------------------------------------
The Acting U.S. Trustee for Region 18 appointed Gary L. Rainsdon as
Subchapter V trustee for Element Construction Corporation.
Mr. Rainsdon will be paid an hourly fee of $225 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Rainsdon declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gary L. Rainsdon
P.O. Box 506
Twin Falls, ID 83303
Office: (208) 734-1180
Email: trustee@atcnet.net
About Element Construction Corp
Based in Meridian, Idaho, Element Construction Corporation filed
voluntary Chapter 11 petition (Bankr. D. Id. Case No. 23-00602) on
Nov. 9, 2023, with up to $50,000 in assets and $1 million to $10
million in liabilities. Justin Todd Hubble, president, signed the
petition.
Judge Noah G. Hillen oversees the case.
Foley Freeman, PLLC serves as the Debtor's legal counsel.
ELEMENT CONSTRUCTION: Hires Better Homes as Real Estate Broker
--------------------------------------------------------------
Element Construction Corporation seeks approval from the U.S.
Bankruptcy Court for the District of Idaho to employ Better Homes &
Gardens Real Estate as real estate broker to market and sell the
Debtor's real property.
The firm will be paid a commission of 6 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:
Lisa Cunningham
Better Homes & Gardens Real Estate 43 North
3505 E Monarch Sky Ln #200
Meridian, ID 83646
Tel: (208) 381-8000
Email: lisa@LISAJREALTY.COM
About Element Construction Corporation
Element Construction Corporation in Meridian, ID, filed its
voluntary petition for Chapter 11 protection (Bankr. D. Id. Case
No. 23-00602) on November 9, 2023, listing $0 to $50,000 in assets
and $1 million to $10 million in liabilities. Justin Todd Hubble as
president, signed the petition.
Judge Noah G Hillen oversees the case.
FOLEY FREEMAN, PLLC serve as the Debtor's legal counsel.
ELEMENT CONSTRUCTION: Hires Zenith Tax & Accounting as Accountant
-----------------------------------------------------------------
Element Construction Corporation seeks approval from the U.S.
Bankruptcy Court for the District of Idaho to employ Zenith Tax &
Accounting, LLC as accountant.
The firm will provide monthly reconciliation reports and tax
preparation services to the Debtor.
The firm will be paid at the rate of $50 per hour for account and
bookkeeping, and $150 per hour for tax preparation.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jayson Arrington, CPA, a partner at Zenith Tax & Accounting, 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:
Jayson Arrington, CPA
Zenith Tax & Accounting, LLC
4696 W Overland Rd # 212
Boise, ID 83705
Tel: (208) 205-9057
About Element Construction Corporation
Element Construction Corporation in Meridian, ID, filed its
voluntary petition for Chapter 11 protection (Bankr. D. Id. Case
No. 23-00602) on November 9, 2023, listing $0 to $50,000 in assets
and $1 million to $10 million in liabilities. Justin Todd Hubble as
president, signed the petition.
Judge Noah G Hillen oversees the case.
FOLEY FREEMAN, PLLC serve as the Debtor's legal counsel.
ENOVA INTERNATIONAL: S&P Rates New $400MM Sr. Unsecured Notes 'B-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to Enova
International's proposed issuance of $400 million of senior
unsecured notes due 2028. The company plans to use net proceeds to
refinance its existing $170 million of 8.5% senior unsecured notes
due September 2024 and for general corporate purposes, including a
partial paydown of outstanding amounts under its revolving credit
facility.
As of Sept. 30, 2023, the company's leverage was 2.57x. Pro forma,
we expect debt to adjusted total equity (ATE) will remain
relatively unchanged at around 2.6x, within our expectations for
the current rating.
The one-notch difference from the issuer credit rating
(B/Stable/--) reflects our view that the unencumbered assets to
unsecured debt ratio will remain below 1.0x after deducting assets
pledged to nonrecourse secured debt.
For the nine months ending Sept. 30, 2023, Enova's net charge-offs
as a percentage of average gross receivables were 30.5%, roughly
flat from the same period last year. S&P remains cautious about
rising levels of net charge-offs and will continue to monitor for
any potential earnings erosion from credit deterioration,
particularly in the current macroeconomic environment.
S&P said, "The stable outlook reflects our expectations that over
the next 12 months, the macroeconomic headwinds will lead to Enova
operating with leverage, as measured by debt to ATE, of 2.75x-3.5x
versus its current level of around 2.6x. Our outlook also considers
Enova's transition to longer-duration loans and small business
lending, its growing tangible equity, no imminent refinancing risk,
and no new regulatory rules or findings.
"We could lower the ratings over the next 12 months if leverage
approaches 4.5x. We could also lower the ratings if Enova's credit
performance significantly deteriorates or it becomes subject to a
material regulatory finding, such that it impedes operating
performance.
"While an upgrade is unlikely over the next 12 months, we could
raise the rating if leverage remains well below 2.75x, credit
quality remains stable, the company shows a longer track record of
underwriting small business loans, and there are no material
regulatory rules or findings that could impede its operating
performance."
ESCEE DELIVERY: Katharine Battaia Clark Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Katharine Battaia Clark of
Thompson Coburn, LLP as Subchapter V trustee for ESCEE Delivery,
LLC.
Ms. Clark will be paid an hourly fee of $495 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Clark declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Katharine Battaia Clark
Thompson Coburn, LLP
2100 Ross Avenue, Ste. 3200
Dallas, TX 75201
Office: 972-629-7100
Mobile: 214-557-9180
Fax: 972-629-7171
Email: kclark@thompsoncoburn.com
About Escee Delivery
ESCEE Delivery, LLC filed Chapter 11 petition (Bankr. N.D. Texas
Case No. 23-43451) on Nov. 8, 2023, with up to $50,000 in assets
and up to $500,000 in liabilities. Steven Sparks, president, signed
the petition.
Judge Mark X. Mullin oversees the case.
Robert C. Lane, Esq., at The Lane Law Firm represents the Debtor as
bankruptcy counsel.
ESOURCE RESOURCES: Seeks to Hire Marietta CPA as Accountant
-----------------------------------------------------------
Esource Resources, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Indiana to hire Marietta
Financial Services, Inc., d/b/a Marietta CPA's, as its accountant.
The firm will render these services:
a) give your applicant advice with respect to its reporting
and filing obligations for US Trustee operating reports and tax
returns;
b) assist the Debtor in obtaining its ERC credit; and
c) perform such other services as may be required and in the
interest of the estate.
The firm will be paid at these rates:
President $350 per hour
Director $300 per hour
Senior $175 per hour
Staff $125 per hour
Larry R Marietta, president at Marietta Financial Services,
disclosed in a court filing that the firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Larry R Marietta, CPA
Marietta Financial Services, Inc.
d/b/a Marietta CPA's
9101 N. Wesleyan Rd, Suite 300
Indianapolis, IN 46268
Phone: (317) 216-1040
Email: info@mariettacpa.com
About Esource Resources
Esource Resources, LLC offers advisory services for optimal
project, budget, and resource planning and roadmapping; software
selection assistance; infrastructure refresh planning and
execution; program integration; software build and testing; and
training. The company is based in Indianapolis, Ind.
Esource Resources filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02263) on May
26, 2023, with $100,001 to $500,000 in assets and $1 million to $10
million in liabilities. Dennis Perrey has been appointed as
Subchapter V trustee.
Judge James M. Carr oversees the case.
KC Cohen, Esq., at KC Cohen, Lawyer, PC, represents the Debtor as
legal counsel.
EVERGREEN SITE: Amends Disputed Judgment Liens Claims Pay
---------------------------------------------------------
Evergreen Site Holdings, Inc., submitted a Second Amended
Subchapter V Plan dated November 27, 2023.
This Plan is submitted by the Debtor in this Subchapter V Chapter
11 case, under Chapter 11 of the Code.
The Plan proposes to pay the creditors either (1) from rents and
other ongoing earnings of the Debtor, in the event that the certain
disputed judgment lien claims (Class JL-11 ) (the "Disputed
Judgment Liens") are not determined to be Allowed Claims (in which
case distribution to the general unsecured creditors is estimated
to be at 100% over the life of the plan not to exceed 5 year), or
(2) from either a liquidation of assets or refinance of secured
debt (including the Disputed Judgment Liens) in the event that the
Disputed Judgment Liens are determined to be Allowed Claims (in
which case distribution to general unsecured creditors is estimated
to be at 100% within 6 months after the Disputed Judgment Liens are
determined to be Allowed Claims.
The Plan proposes to delay entry of discharge until the later of:
(1) disallowance of the Disputed Judgment Liens or (2) 6 months
after the Disputed Judgment Liens are determined to be Allowed
Claims. The Debtor intends to implement the Plan by leasing a
portion of the real property to an entity including lease terms for
$6,600 per month base rent plus percentage rent with the rental
payment to commence in June of 2024, with provision for a tenant
improvement allowance of $40,000 (to be funded by
Debtor-In-Possession financing to be approved by separate motion of
the Debtor). The tenant improvement allowance will be recouped by
the Debtor through the lease with payments to the
Debtor-In-Possession financing. Additionally, portions of the
Properties will continue to be leased for mobile home tenants; and
it is the intention of the Debtor to enter into a lease for the
residential structure at the rate of $850.00 per month.
This Plan also provides for the payment of Allowed Administrative
Claims and Priority Claims with administrative claims to be paid in
full on the effective date of this Plan or upon such other terms as
may be agreed upon by the holder of the claim and the Debtor, and
Priority Claims to be paid in full.
Class JL-1 consists of Disputed Judgment Liens. Reg Martin filed
his Proof of Claim on December 14, 2022 (the "Martin Claim"),
stating a total claim of $143,240.39, and alleges that 100% of his
claim is secured. Karry Gemmell filed his Proof of Claim on
December 14, 2022 (the "Gemmell Claim"), stating a total claim of
$556,642.94, and alleges that that 100% of his claim is secured.
The Class JL-1 Claims are disputed, and Debtor shall pursue one or
more Determination Actions against both the Gemmell Claim and the
Martin Claim. As Debtor strongly believes the Class JL-1 Claims
will be subject to a Final Determination that they are neither
Allowed nor Secured, Class JL-1 Claim holders shall receive no
distribution under the Plan. Further, Class JL-1 Claim holders also
have claims against Mark Anthony, M&T Property Investments, LTD,
Hocking Peaks, LLC and Hocking Peaks Adventure Park, LLC (the
"Third Party Debtors"). Any amounts paid by the Third-Party Debtors
shall be applied to reduce the principal balances comprising the
Class JL-1 Claims, to the extent such claims are Allowed.
However, in the event either or both of the Gemmell Claim or the
Martin Claim are deemed an Allowed Secured Claim against the
Properties in a Final Determination, and to the extent they remain
unpaid after application of any payments by Third-Party Debtors,
the Gemmell Claim or the Martin Claim, as the case may be, shall be
Allowed in the amount unpaid, and shall be treated as junior
lien(s) against the Properties, behind the Class SE-1 Claim holder
and within 6 months of the Final Determination, the Debtor shall
fully pay any remaining Allowed Secured Claim in Class JL-1. From
and after confirmation of this Plan, the Gemmell Claim and/or
Martin Claim, to the extent determined to be an Allowed Secured
Claim, shall accrue interest at the rate of 9.11%, until paid.
Like in the prior iteration of the Plan, Class UN-G General
Unsecured Claims shall be paid by Reorganized Debtor on a pro rata
basis from the Plan Proceeds, with disbursements to be made no less
than quarterly, after all Allowed Priority Claims, Allowed
Administrative, Allowed Class SE-1 Claims (in the amount identified
as debt service in the Projections), and Allowed JL-1 Claims are
paid pursuant to the terms of the Plan, and after resolution of all
Disputed Claims.
The Debtor shall fund the Plan through its disposable income in the
Projections appended hereto or, in the alternative through
financing and/or sale of the Properties.
A full-text copy of the Second Amended Plan dated November 27, 2023
is available at https://urlcurt.com/u?l=NEJRsr from
PacerMonitor.com at no charge.
Counsel for Debtor:
COOLIDGE WALL CO., L.P.A.
Patricia J. Friesinger, Esq.
33 West First Street, Suite 600
Dayton, Ohio 45402
Tel: 937/223-8177 Fax: 937/223-6705
E-Mail: friesinger@coollaw.com
About Evergreen Site Holdings
Evergreen Site Holdings, Inc., filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio
Case No. 22-52799) on Sept. 22, 2022, with $1 million and $10
million in both assets and liabilities. Matthew T. Schaeffer has
been appointed as Subchapter V trustee.
Judge C. Kathryn Preston oversees the case.
The Debtor tapped Coolidge Wall Co., LPA as bankruptcy counsel; the
Law Offices of Fisher, Skrobot, and Sheraw, LLC, as special
counsel; and T. Michael Robb & Associates, Inc., as accountant.
EXELA TECHNOLOGIES: Incurs $30.9 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
Exela Technologies, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $30.88 million on $272.94 million of revenue for the three
months ended June 30, 2023, compared to a net loss of $79.20
million on $266.77 million of revenue for the three months ended
June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $76.32 million on $546.56 million of revenue, compared to a
net loss of $136.16 million on $546.17 million of revenue for the
same period during the prior year.
As of June 30, 2023, the Company had $675.34 million in total
assets, $1.49 billion in total liabilities, and a total
stockholders' deficit of $817.01 million.
Going Concern
Exela said, "The following conditions raised substantial doubt
about our ability to continue as a going concern: a history of net
losses, net operating cash outflows, working capital deficits and
accumulated deficit.
"The Company will have to restore positive operating cash flows and
profitability over the next twelve months and/or raise additional
capital to fund its operational plans and otherwise execute its
business plan. There can be no assurance that it will be
successful in restoring positive cash flows, or that it can raise
additional financing when needed, and obtain it on terms acceptable
or favorable to the Company.
"The Company's plans to further enhance liquidity include the
potential sale of certain non-core assets that are not central to
the Company's long-term strategic vision, and any potential action
with respect to these operations would be intended to allow the
Company to better focus on its core businesses. The Company has
retained financial advisors to assist with the sale of select
assets. The Company expects to use the potential net proceeds from
this initiative for the pay down of debt. These plans are subject
to inherent risks and uncertainties and subject to several factors,
including market and economic conditions that are outside of the
Company's control. Accordingly, there can be no assurance that
these plans can be effectively implemented and, therefore, that the
conditions can be effectively mitigated."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1620179/000155837023019394/xela-20230630x10q.htm
About Exela Technologies
Headquartered in Irving, Texas, Exela Technologies --
www.exelatech.com -- is a global provider of transaction processing
solutions, enterprise information management, document management
and digital business process services.
Exela reported a net loss of $415.58 million in 2022, a net loss of
$142.39 million in 2021, and a net loss of $178.53 million in 2020.
As of Dec. 31, 2022, the Company had $721.91 million in total
assets, $1.53 billion in total liabilities, and a total
stockholders' deficit of $807.59 million.
Detroit, Michigan-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April 3,
2023, citing that the Company has a history of net losses, net
operating cash outflows, working capital deficits, significant cash
payments for interest on long-term debt, and significant current
maturities of long-term debt that raise substantial doubt about its
ability to continue as a going concern.
* * *
As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised
its issuer credit rating on Exela Technologies Inc. to 'CCC' from
'SD' (selective default). S&P said, "Despite improving revenue
trends and cost savings, we forecast limited liquidity cushion in
January and July of 2024."
FAT DADDY: Wins Cash Collateral Access Thru Jan 2024
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized Fat Daddy Co. to use cash collateral on an interim basis
in accordance with the budget, through January 9, 2024.
The Debtor asserts these entities have or may have a prepetition
lien on the Debtor's cash collateral:
a. Crediby of Arizona in the amount of $62,442
b. Proventure Capital LLC in the amount of $27,000(disputed)
c. Alpine Advance 5 LLC in the amount of $64,457
d. Capify Capital in the amount of $ unknown
e. Cardinal Funding Group in the amount of $30,000
f. Blade Funding in the amount of $83,021.
g. Diesel Funding LLC in the amount of $28,366
i. EBF Holdings, LLC dba Everest Business Funding in the
amount of $80,000.
j. Reef Funding in the amount of $60,304
k. Square Funding in the amount of $97,435
l. Wynwood Capital in the amount of $60,842
m. Delta Capital the amount is unknown
n. CT Corporation System, as Agent the amount and creditor is
unknown
o. Corporation Service Company, as Agent the amount and
creditor is unknown
The Debtor asserts that it is unable to determine who would be in
the first position with regard to perfection of the security
interests on the items subject to the cash collateral order for the
reason that the initial filing was by CT Corporation as agent, with
no indication as to the party for whom they were agent.
As adequate protection, the Prepetition Lenders are granted valid,
binding, enforceable and perfected postpetition replacement liens
on the Debtor's post-petition property in the same validity,
priority, and extent as they existed before the Petition Date, and
additional liens solely to the extent of any diminution of the
Prepetition Lenders' Collateral, in all of the Debtor's assets.
A final hearing on the matter is set for January 9, 2024 at 11
a.m.
A copy of the order is available at https://urlcurt.com/u?l=o21gB7
from PacerMonitor.com.
About Fat Daddy Co.
Fat Daddy Co. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No 23-61331-tnap) on
November 9, 2023. In the petition signed by Matthew C. Webster,
president, the Debtor disclosed up to $50,000 in assets and up to
$1 million in liabilities.
Judge Tiiara N.A. Patton oversees the case.
Edwin H. Breyfogle, Esq. represents the Debtor as legal counsel.
FIRST QUALITY: Starts Subchapter V Bankruptcy
---------------------------------------------
First Quality Laboratory Inc. filed for chapter 11 protection in
the Southern District of Florida.
The Debtor reported between $1 million and $10 million in debt owed
to 50 to 99 creditors. The petition states funds will be available
to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Jan. 5, 2024 at 9:00 a.m. by TELEPHONE. Proofs of claim are due by
Feb. 7, 2024.
About First Quality Laboratory
First Quality Laboratory Inc. owns and operates a medical
laboratory.
First Quality Laboratory Inc. sought relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-19831) on Nov. 29, 2023. In the petition filed by Luz F. Garcia,
as vice president, the Debtor estimated assets and liabilities
between $1 million and $10 million.
The Honorable Bankruptcy Judge Peter D. Russin oversees the case.
Soneet Kapila has been appointed as Subchapter V trustee.
The Debtor is represented by:
Gary M Murphree, Esq.
Am Law LLC
20861 Johnson Street, Suite 117
Hollywood, FL 33029
Tel: 305-441-9530
Email: pleadings@amlaw-miami.com
FORT WAYNE COLD: Hires Hawk Distribution as Expert Consultant
-------------------------------------------------------------
Fort Wayne Cold Storage, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to employ
Hawk Distribution Services, LLC as expert consultant.
The firm will render and provide expert opinion and advice
regarding the Debtor's lease of the cold storage warehouse facility
located at 7235 Vicksburg Pike Road, Fort Wayne, Indiana 46804.
The firm will be paid $375 per hour, and will be reimbursed for
actual expenses.
The Debtor owed the firm the amount of $5,816.55 representing
commission for customer acquisition brokerage services.
James Cronin, owner of Hawk Distribution Services, LLC, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
James Cronin
Hawk Distribution Services, LLC
1564 Meadowside Drive
St. Louise, MO 63146
Telephone: (314) 994-05777
Email: J.Cronin@Hawkds.com
About Fort Wayne Cold Storage, LLC
Fort Wayne Cold Storage, LLC in Fort Wayne, IN, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Ind. Case No.
23-11010) on August 8, 2023, listing $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. Scott Olson as
president, signed the petition.
Judge Robert E. Grant oversees the case.
HALLERCOLVIN PC serve as the Debtor's legal counsel.
FR BR HOLDINGS: Fitch Puts 'CCC+' LongTerm IDR on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed FR BR Holdings, L.L.C.'s Long-Term Issuer
Default Rating (IDR) of 'CCC+' and the 'CCC+'/'RR4' rating on its
senior secured Term Loan B (TLB) due Dec. 14, 2023 on Rating Watch
Negative (RWN).
The RWN reflects near-term refinancing risk related to the upcoming
TLB maturity and the heightened probability of an event that Fitch
would consider a default. Such an event may include missing a
scheduled payment on the term loan or an amendment that Fitch may
consider a distressed debt exchange (DDE).
Fitch believes that multiple financing options are being pursued.
Fitch considers FR BR's investment in Blue Racer Midstream, LLC
(B+/Stable) to be attractive and believes that FR BR will be able
to meet its upcoming maturity, yet significant risk remains given
the short time to maturity.
Fitch would look to resolve the RWN with the refinancing or
extension of FR BR's current TLB, with a maturity of greater than
one year.
KEY RATING DRIVERS
Significant Refinancing Risk: Near-term refinancing risk is a key
concern for FR BR and the driver of the Rating Watch Negative. A
refinancing/extension of the current term loan will be needed to
repay the maturing debt. It is Fitch's understanding that the
management is currently pursuing multiple financing options. Fitch
considers FR BR's investment in Blue Racer to be attractive and
believes that FR BR will be able to meet its upcoming maturity, yet
significant risk remains given the short time to maturity.
Blue Racer Dividend Policy and FR BR Leverage: Current limitations
on Blue Racer's dividends have pressured FR BR's leverage metrics
in the past few years. Under the sponsor-approved policy and Blue
Racer's covenant restrictions, if the consolidated leverage, as
measured by total debt/operating EBITDA at Blue Racer is greater
than 4.0x, dividends to FR BR will be limited to $98 million in
annual dividends, of which 50% is distributed to FR BR.
Under the rating case, Fitch projects increasing dividends in 2023
and 2024, compared with 2021 and 2022, as Blue Racer's leverage is
projected to decline below the 4.0x trigger. This results in EBITDA
leverage at FR BR reducing from roughly 9.5x in 2022 to
approximately 6.5x in 2024. FR BR's debt service coverage ratio
(DSCR) and EBITDA interest coverage ratio are projected to be
around 1.2x-1.4x in 2023-2024.
Structural Subordination and Cash Flow Concentration: The dividends
from Blue Racer are FR BR's sole source of cash flow with no
diversity in the revenue stream. FR BR's term loan is effectively
subordinate to the operating and cash flow needs at Blue Racer, as
well as any borrowings on Blue Racer's $750 million revolving
credit facility and $900 million senior unsecured notes.
FR BR's ratings reflect the credit quality of the cash flow stream
from Blue Racer, a midstream operator in the Appalachian Basin that
is subject to volumetric risk and limited by the size and scale of
its operations. Blue Racer's revenue and cash flow come from mostly
'B' to 'BB' rated counterparties. Any outsized events or financial
distress at Blue Racer resulting in material dividend reduction
could impair cash flow to FR BR.
Continued Sponsor Support: The Williams Companies, Inc.
(BBB/Stable) owns the 50% of Blue Racer not owned by First Reserve.
Fitch believes the relationship provides opportunities to continue
to increase the utilization of Blue Racer's assets, as witnessed by
an agreement signed in 2022 to shift some of the processing volumes
to Blue Racer's facilities. Longer term, it could provide an exit
opportunity for FR BR.
DERIVATION SUMMARY
The closest direct comparable for FR BR within Fitch's midstream
coverage universe is GIP III Stetson I, L.P. and GIP III Stetson
II, L.P. (collectively GIP Stetson; B+/Stable). GIP Stetson's sole
source of cash flow is its quarterly dividend payments from a
non-controlling, minority interest in EnLink Midstream LLC. For GIP
Stetson, its IDRs and ratings reflect structural subordination, in
which GIP Stetson's term loan is junior to the senior debt and
preferred security at EnLink, a similar cash flow structure to FR
BR.
Compared with FR BR, GIP Stetson has lower leverage, improving to
approximately 6.8x in 2023. Fitch forecasts FR BR's stand-alone
leverage to be around 7.5x in 2023. In addition, refinancing risk
at FR BR is much larger than at GIP Stetson's. While GIP Stetson
currently has a manageable refinancing risk with its term loan has
maturing in 2025, FR BR has a very near-term maturity for its term
loan (due Dec. 14, 2023). Refinancing or maturity extension at FR
BR will be needed to repay the maturity. Fitch projects that GIP
Stetson will deleverage faster in the next couple of years than FR
BR, which should further reduce refinancing risk.
KEY ASSUMPTIONS
- Base case distributions to FR BR are consistent with Fitch's base
case dividends paid from Blue Racer and account for FR BR's 50%
ownership stake;
- The term loan is refinanced at maturity in 2023;
- Base interest rates applicable reflect Fitch's Global Economic
Outlook.
RECOVERY ANALYSIS
For the Recovery Rating, Fitch estimates the company's
going-concern value to be greater than the liquidation value. The
going-concern multiple used was a 5.0x EBITDA multiple, which is in
the range of most multiples seen in reorganizations in the energy
sector and reflects the fact that there is structural subordination
at FR BR. The recovery analysis assumes a default is caused by the
company not being proactive in refinancing its 2023 loan maturity
leading to a default at FR BR. The GC EBITDA estimate of roughly
$41 million is unchanged from Fitch's prior analysis. Fitch
calculated administrative claims to be 10%, which is a standard
assumption.
There have been a limited number of bankruptcies and
reorganizations within the midstream space, but bankruptcies at
Azure Midstream and Southcross Holdco had multiples between 5x and
7x by Fitch's best estimates. In its Bankruptcy Case Study Report,
"Energy, Power and Commodities Bankruptcies Enterprise Value and
Creditor Recoveries," published in September 2022, the median
enterprise valuation exit multiple for the 51 energy cases with
sufficient data to estimate was 5.3x, with a wide range of
multiples observed.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch would look to resolve the Rating Watch Negative with the
successful refinancing or extension of the upcoming 2023 maturity,
with a maturity of greater than one year;
- After a refinancing or extension of the upcoming 2023 maturity,
EBITDA interest coverage expected to be sustained above 1.25x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Failure to refinance/repay the upcoming maturity;
- Failure to maintain EBITDA interest coverage above 1.1x.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Needs: The primary concern is the upcoming maturity in
2023 that needs to be refinanced or repaid within the very near
term. Recent improvements in Blue Racers' cashflows and leverage
should be supportive of the FR BR's plan to refinance its upcoming
term loan, but Fitch is concerned that the refinancing has not
already been completed.
FR BR is an investment holding company with little ongoing
liquidity needs on daily basis. Its term loan has relatively few
covenant requirements. Dividends to FR BR are enough to support its
mandatory 1% amortization and minimum debt-service coverage ratio
of 1.1x for 2023.
ISSUER PROFILE
First Reserve is an energy focused private equity firm, which owns
a 50% interest in Blue Racer Midstream, LLC (B+/Stable), a
midstream operator in the Appalachian Basin that is subject to
volume risk and limited by the size and scale of its operations.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch adjusts the financial statements to reflect the dividends
from Blue Racer as revenue. As an equity owner of Blue Racer,
dividends to FR BR are reported on the cash flow statement as
"Proceeds from Investments," not operating revenue.
ESG CONSIDERATIONS
FR BR Holdings, L.L.C. has an ESG Relevance Score of '4' for Group
Structure as the company has a complex group structure, which has a
negative impact on the credit profile, and is relevant to the
ratings 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 Recovery Prior
----------- ------ -------- -----
FR BR Holdings,
L.L.C. LT IDR CCC+ Rating Watch On CCC+
senior secured LT CCC+ Rating Watch On RR4 CCC+
FREEDOM 26: Hires Raymond H. Aver as Bankruptcy Counsel
-------------------------------------------------------
Freedom 26, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Law Office of Raymond
H. Aver as counsel.
The firm will provide these services:
a. represent the Debtor at its Initial Debtor Interview;
b. represent the Debtor at its meeting of creditors pursuant
to Bankruptcy Code Section 314(a), or any continuance thereof;
c. represent the Debtor at all hearings before the United
State Bankruptcy Court involving Applicant as debtor in possession
all necessary applications, motions, orders, and other legal
papers;
d. prepare on behalf of the Debtor, as debtor in possession all
necessary applications, motions, orders, and other legal papers;
e. advise the Debtor regarding matters of bankruptcy law,
including Applicant's rights and remedies with respect to
Applicant's assets and the claims of its creditors;
f. represent the Debtor with regard to all contested matters;
g. represent the Debtor with regard to the preparation of a
disclosure statement and the negotiation, preparation, and
implementation of a plan of reorganization;
h. analyze any secured, priority, or general unsecured claims
that had been filed in Applicant's bankruptcy case; and
i. negotiate with the Debtor's secured and unsecured creditors
regarding the amount and payment of their claims.
Raymond H. Aver, Esq., the firm's attorney will be paid at the rate
of $595 per hour.
The firm will be paid a retainer in the amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Raymond H. Aver, Esq. a partner at Law Office of Raymond H. Aver,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Raymond H. Aver, Esq.
Law Office of Raymond H. Aver
10801 National Blvd, Suite 100
Los Angeles, CA 90064
Tel: (310) 571-3511
Fax: (310) 473-3512
Email: ray@averlaw.com
About Freedom 26, LLC
Freedom 26, LLC in Culver City, C, filed its voluntary petition for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-16953) on
October 23, 2023, listing $10 million to $50 million in assets and
$1 million to $10 million in liabilities. Benham Rafalian as
manager, signed the petition.
Judge Deborah J. Saltzman oversees the case.
LAW OFFICES OF RAYMOND H. AVER, A PROFESSIONAL CORPORATION serve as
the Debtor's legal counsel.
FREEDOM MORTGAGE: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'BB-' to Freedom Mortgage Holdings LLC (Freedom Holdings), the
new parent and holding company of Freedom Mortgage Corporation
(Freedom; IDR BB-/Stable). The Rating Outlook is Stable.
Concurrently, Fitch has affirmed the senior unsecured rating of
'B+', which is now being rated under Freedom Holdings rather than
Freedom. Following a corporate structure change and issuer
substitution, Freedom Holdings is the issuer of the New 2026 Notes,
New 2027 Notes, 2028 Notes, and 2030 Notes.
KEY RATING DRIVERS
Freedom Holdings' Long-Term IDR of 'BB-' is aligned with Freedom's
and reflects its full ownership of Freedom, unconditional guarantee
on an unsecured basis provided by Freedom and Freedom Mortgage
Parent LLC (not rated), unconstrained upstream dividend capacity
and sufficient enterprise level liquidity to support ongoing
holding company debt service. Estimated holding company double
leverage of approximately 159.9% as of 3Q23 is elevated, but is
mitigated by the lack of regulatory constraints on capital flows
between the holding company and operating company, and the
guarantee provided by the Freedom, while also being reflected in
the unsecured debt being rated one notch below the IDR. Further,
covenants on the New Notes listed above apply equally to Freedom
Holdings and Freedom, such that borrowings under such covenants by
Freedom Holdings would reduce borrowing capacity for Freedom, and
therefore the reorganization does not alter the total debt capacity
at either entity going forward, nor provide the opportunity to
incur additional debt beyond that available prior to the
reorganization.
The Stable Outlook is aligned with the existing Stable Outlook at
the Freedom level. The Stable Outlook reflects, the company's
progress in executing its strategic, operational and financial
plan, which included a reduction in corporate debt to tangible
equity below 1.5x, and improved operating performance, supported by
an expansion in recurring cash flows generated by a growing
owned-servicing portfolio, and enhanced operating leverage from
cost reduction efforts, improving core profitability, which Fitch
expects will support further growth in tangible equity in the
medium-term.
For more information on the key rating drivers and sensitivities
underpinning Freedom's ratings, see the Rating Action Commentary
entitled, "Fitch Affirms Freedom Mortgage Rating at 'BB-'; Outlook
Revised to Stable from Negative", dated Oct. 13, 2023.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Negative rating actions could be driven by substantial fines that
negatively impact Freedom Holdings' franchise or operating
performance. Negative rating actions could also be driven by
corporate debt to tangible equity sustained above 1.5x over an
extended period, an inability to refinance secured funding
facilities, insufficient liquidity to manage servicer advances or
to meet margin call requirements, lack of appropriate staffing and
resource levels relative to growth in the servicing portfolio, and
a sustained increase in gross leverage above 5.0x. The departure of
Stanley Middleman, who sets the tone, vision, and direction of the
company, could also drive negative rating momentum.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch does not envision additional positive rating momentum in the
near term. However, an upgrade over time could be driven by a
sustained reduction in leverage below 3.0x on a gross debt to
tangible equity basis, growth of the business that enhances the
franchise and platform scale, improved earnings consistency, an
increase in longer-duration secured and unsecured debt, an increase
in the proportion of committed funding, a stronger liquidity
profile, as evidenced by a meaningful increase in the percentage of
liquidity sources (cash and available borrowing capacity) to total
debt.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The senior unsecured debt rating of Freedom Holdings is the same as
the previous senior unsecured debt ratings under Freedom, as the
notes rank equally to current and future senior unsecured debt
obligations of the consolidated company, and the debtholders
benefit from an upstream guarantee provided by Freedom in order to
satisfy ongoing payment obligations, as well as a guarantee from
Freedom Mortgage Parent LLC (not rated), the ultimate parent, and
managing member of Freedom Holdings and Freedom.
The senior unsecured debt ratings are one notch below Freedom
Holdings and Freedom's Long-Term IDRs, given the subordination to
senior secured debt in the capital structure, reflecting weaker
prospects in a stress scenario. The issuance of additional senior
unsecured debt at Freedom could widen the notching between the
senior unsecured debt at Freedom Holdings and the Long-Term IDR to
reflect structural subordination of the notes held at the holding
company level.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The unsecured debt ratings are primarily sensitive to changes in
Freedom Holdings and Freedom's Long-Term IDRs and would be expected
to move in tandem. However, a material increase in unsecured
funding, the size of the unencumbered asset pool and/or a reduction
in double leverage at Freedom Holdings could result in a narrowing
of the notching between the unsecured debt and the Long-Term IDR.
SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS
Freedom is a wholly owned subsidiary of Freedom Holdings, and its
IDR is equalized with the Long-Term IDR of Freedom Holdings.
SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES
Freedom's Long-Term IDR is primarily sensitive to changes in
Freedom Holdings' Long-Term IDR and would be expected to move in
tandem.
ADJUSTMENTS
The Standalone Credit Profile has been assigned in line with the
implied Standalone Credit Profile.
The Business Profile score has been assigned below the implied
score due to the following reason: Business model (negative).
The Earnings & Profitability score has been assigned below the
implied score due to the following reason: Portfolio risk
(negative).
The Capitalization & Leverage score has been assigned below the
implied score due to the following reason: Risk profile and
business model (negative).
The Funding, Liquidity & Coverage score has been assigned below the
implied score due to the following reasons: Funding flexibility
(negative), Business model/funding market convention (negative).
ESG CONSIDERATIONS
Freedom Holdings has ESG Relevance Scores of '4' for Governance
Structure due to elevated key man risk related to its founder and
Chief Executive Officer, Stanley Middleman, who sets the tone,
vision, and strategy for the company. This has a negative impact on
the credit profile and is relevant to the rating in conjunction
with other factors.
Freedom Holdings has ESG Relevance Scores 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, which 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 Prior
----------- ------ -----
Freedom Mortgage
Holdings LLC LT IDR BB- New Rating
senior unsecured LT B+ Affirmed B+
GARUDA HOTELS: Chapter 11 Trustee Cancels Dec. 7 Auction
--------------------------------------------------------
Jeffrey Dove, the Chapter 11 trustee for Garuda Hotels, Inc. and
Welcome Motels II, Inc., said the auction of substantially all of
the companies' assets will not push through on Dec. 7.
In a filing with the U.S. Bankruptcy Court for the Northern
District of New York, the bankruptcy trustee said the auction was
cancelled after the companies did not receive a competing bid by
the Nov. 27 deadline.
U.S. Bankruptcy Judge Wendy Kinsella on Nov. 17 approved the bid
rules for the sale of the companies' assets to Arzoie Hotels, LLC
or to another buyer who would emerge as the winning bidder at the
Dec. 7 auction.
Arzoie Hotels, as the stalking horse bidder, made a $9.5 million
cash offer for the assets, which are being sold "free and clear" of
liens, claims and encumbrances.
Garuda Hotels is selling its real property, including buildings and
improvements, and personal property used to operate its business at
1100 Danby Road, Ithaca, N.Y.
Meanwhile, Welcome Motels is selling its personal and real property
located at 2303 Triphammer Road, Ithaca, N.Y.
About Garuda Hotels
Garuda Hotels, Inc. and its affiliate, Welcome Motels II, Inc.,
operate the Country Inn and Suites Hotel and the Econolodge Hotel
in Ithaca, N.Y., respectively. The Debtors also own the real
properties on which the hotels are located.
Garuda Hotels and Welcome Motels sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 22-30296 and
22-30297) on May 13, 2022. In the petition signed by Jay
Bramhandkar, president, Garuda Hotels disclosed up to $10 million
in both assets and liabilities.
Judge Wendy A. Kinsella oversees the cases.
Erica Aisner, Esq., at Kirby Aisner & Curley LLP, is the Debtors'
counsel.
Jeffrey Dove, the Chapter 11 trustee appointed in the Debtors'
cases, is represented by Barclay Damon, LLP.
GAUCHO GROUP: Gets 180-Day Extension to Regain Nasdaq Compliance
----------------------------------------------------------------
Gaucho Group Holdings, Inc. announced that it has been granted a
180-day extension by NASDAQ to regain compliance with the
exchange's listing requirements. This extension provides Gaucho
Holdings with crucial time and flexibility to implement strategic
initiatives and take corrective measures aimed at ensuring full
compliance with NASDAQ standards.
The announcement comes at a pivotal time, coinciding with recent
elections in Argentina and the potential implications for the
country's economy. Gaucho Holdings views this political shift not
merely as a change in governance but as a significant opportunity
for economic revitalization and investment growth in Argentina.
The Company has a longstanding investment presence in the country,
dating back to 2007, and is poised to unveil new and exciting
initiatives tailored to this evolving landscape.
Gaucho Holdings' unique position in the Argentine market,
especially in the real estate sector, stems from its early entry
into the market and established operational presence. The Company
boasts a diversified portfolio, with all its Argentina-based
companies fully operational. According to the Company, this
advantage is further amplified by established synergies among its
assets, allowing for streamlined operations across various
platforms. Moreover, Gaucho Holdings benefits from a seasoned
management team with deep experience and understanding of the
Argentine market.
Scott Mathis, CEO and Founder of Gaucho Group Holdings, commented
on the development, saying, "This extension from NASDAQ is not just
a regulatory respite for us; it's a strategic opportunity. It
arrives at a time when Argentina is on the cusp of an economic
resurgence. We've been committed to Argentina since 2007, and our
deep-rooted presence there, coupled with our diversified business
model, positions us uniquely to harness the potential of this new
economic era. We are excited to advance our plans and contribute
significantly to and benefit from the country's growth
trajectory."
Gaucho Holdings said its proactive approach in Argentina's changing
economic environment highlights its commitment to growth,
compliance, and strategic innovation, setting a course for
continued success in the region.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s
(gauchoholdings.com) mission has been to source and develop
opportunities in Argentina's undervalued luxury real estate and
consumer marketplace. The Company has positioned itself to take
advantage of the continued and fast growth of global e-commerce
across multiple market sectors, with the goal of becoming a leader
in diversified luxury goods and experiences in sought after
lifestyle industries and retail landscapes.
Gaucho Group reported a net loss of $21.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.39 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$21.01 million in total assets, $8.60 million in total liabilities,
and $12.40 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
GAUCHO GROUP: Welcomes Doug Casey as Lead Business Advisor
----------------------------------------------------------
Gaucho Group Holdings, Inc. announced the appointment of
best-selling author, world-renowned speculator, and libertarian
philosopher, Doug Casey, as Gaucho Holdings' Lead Business Advisor
- Argentina Investments. The Company believes this appointment can
substantially enhance its strategic vision and steer its expansion
in Argentina's dynamic luxury real estate market.
Doug Casey, bringing his considerable experience and a profound
grasp of the Argentine market, is viewed by the Company as a highly
suitable advisor for this role. Known for describing Argentina as
'the cheapest civilized place on earth,' Casey brings a unique
perspective on the country's economic potential and investment
opportunities. The Company said his insights are particularly
valuable in light of the recent political changes in Argentina,
which Gaucho Holdings views not just as a shift, but as a chance
for economic revitalization and investment growth.
Casey shared his vision for Argentina's future, stating, "If
Milei's reforms stick, within a decade, Argentina could become the
most prosperous country in the world. Look at what Pinochet's
limited reforms did for Chile. It changed from a backward mining
province into the most advanced and prosperous country on the
continent. Milei's reforms could transform Argentina into both the
freest and the most prosperous country on the planet. Argentina
has many advantages...It's the perfect country whose only real
problem is its insane government. But that's about to change. If
he succeeds, I think there will be a rush of millions of Europeans
who will see that Argentina has got everything that Europe
does--including the favorable aspects of its culture, but none of
the disadvantages."
Scott Mathis, CEO and Founder of Gaucho Holdings, commented on the
appointment, saying, "Doug Casey's deep understanding of the
Argentine market and his perspective on its untapped potential make
him an invaluable asset to our team. His guidance will be crucial
as we seek to expand and strengthen our presence in Argentina,
taking advantage of the unique investment opportunities this
country offers. We are excited to have Doug's expertise to guide
our initiatives in this new economic landscape."
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s
(gauchoholdings.com) mission has been to source and develop
opportunities in Argentina's undervalued luxury real estate and
consumer marketplace. The Company has positioned itself to take
advantage of the continued and fast growth of global e-commerce
across multiple market sectors, with the goal of becoming a leader
in diversified luxury goods and experiences in sought after
lifestyle industries and retail landscapes.
Gaucho Group reported a net loss of $21.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.39 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$21.01 million in total assets, $8.60 million in total liabilities,
and $12.40 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
GIGA-TRONICS INC: Raises Going Concern Doubt as Cash Crunch Looms
-----------------------------------------------------------------
Giga-tronics Inc. disclosed in a Form 10-Q Report filed with the
U.S. Securities and Exchange Commission for the quarterly period
ended September 30, 2023, that there is substantial doubt about the
Company's ability to continue as a going concern.
According to the Company, as of September 30, 2023, it had cash and
cash equivalents of $2.1 million, working capital of $1.2 million,
a history of net operating losses and cash outflows from
operations. The Company has financed its operations principally
through issuances of convertible debt, promissory notes and equity
securities. These factors create substantial doubt about the
Company's ability to continue as a going concern for at least the
next 12 months, the Company said.
Management expects that the Company's existing cash and cash
equivalents and accounts receivable as of September 30, 2023, will
not be sufficient to enable the Company to fund its anticipated
level of operations through the next 12 months.
Management anticipates raising additional capital through the
private and public sales of the Company's equity or debt securities
or a combination thereof. Although management believes that such
capital sources will be available, there can be no assurances that
financing will be available to the Company when needed to allow the
Company to continue its operations, or if available, on terms
acceptable to the Company. If the Company does not raise sufficient
capital in a timely manner, among other things, the Company may be
forced to scale back its operations or cease operations
altogether.
For the three months ended Sept. 30, 2023, the Company incurred a
net loss of $1,857,000, compared to a net loss of $903,000 for the
same period in 2022.
A full-text copy of the Company's Form 10-Q Report is available at
https://tinyurl.com/yuwx54uy
About Giga-tronics Inc.
Headquartered in Dublin, California, Giga-Tronics Inc. is a
publicly held company, traded on the OTCQB Capital Market under the
symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- is a
provider of purpose-built electronic technology solutions for
defense and other mission critical applications. The Company
designs, manufactures, and distributes specialized precision
electronic solutions, automated test solutions, power electronics,
supply and distribution solutions, display solutions and radio,
microwave and millimeter wave communication systems and components
for a variety of applications with a focus on the global defense
industry for military airborne, sea and ground applications
including high fidelity signal simulation and recording solutions
for Electronic Warfare test and training applications.
Giga-Tronics reported a net loss of $18.42 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.86 million for
the year ended Dec. 31, 2021. As of Sept. 30, 2023, Giga-tronics
has $37 million in total assets and $31.6 million in total
liabilities.
New York, New York-based Marcum LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
May 11, 2023, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
GLOBAL VALUES VT: Case Summary & Nine Unsecured Creditors
---------------------------------------------------------
Debtor: Global Values VT, LLC
25 South Front Street
Barre, VT 05641
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Middle District of Georgia
Case No.: 23-30613
Debtor's Counsel: David L. Bury, Jr., Esq.
STONE & BAXTER, LLP
577 Third Street
Macon, GA 31201
Tel: 478-750-9898
Fax: 478-750-9899
Email: dbury@stoneandbaxter.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anand S. Anandan as manager.
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/WJQOL4I/Global_Values_VT_LLC__gambke-23-30613__0001.0.pdf?mcid=tGE4TAMA
GLOBAL VALUES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Global Values, Inc.
1187 Old Middleton Rd.
Elberton, GA 30635
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Middle District of Georgia
Case No.: 23-30612
Debtor's Counsel: David L. Bury, Jr., Esq.
STONE & BAXTER, LLP
577 Third Street
Macon, GA 31201
Tel: 478-750-9898
Fax: 478-750-9899
Email: dbury@stoneandbaxter.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Anand S. Anandan as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QU26E7I/Global_Values_Inc__gambke-23-30612__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Apex Funding Source, LLC MCA Loan $140,551
3050 Biscayne Blvd
Suite 502
Miami, FL 33137
2. Berkley Industrial Comp Trade Payable $112,412
P.O. Box 639821
Cincinnati, OH
45263-9821
3. Bow Apple Capital, LLC MCA Loan $139,662
159-16 Union Tpke # 210
Queens, NY 11366
4. Can Capital MCA Loan $104,063
1850 Parkway Place,
Suite 1150
Marietta, GA 30067
5. Charge Up Funding MCA Loan $589,850
c/o Pawn Funding
2167 East 21st
Street, Suite 252
Brooklyn, NY 11229
6. Diesel Funding, LLC MCA Loan $125,835
633 NE 167th Street,
Suite 831
Miami, FL 33162
7. Granite Group Insurance/ $91,809
Insurance Trust Benefit
P.O. Box 345 Payable
Barre, VT 05641
8. Harper Advance, LLC MCA Loan $257,938
8484 Wilshire Blvd.
Suite 630
Beverly Hills, CA
90211
9. Honest Funding MCA Loan $117,309
447 Broadway, 2nd
Floor #1197
New York, NY 10013
10. InstaFund Advance MCA Loan $488,341
159-16 Union Tpke
Fresh Meadows, NY
11366
11. IOU Financial MCA Loan $91,578
600 TownPark Lane
- Suite 100
Kennesaw, GA
30144
12. Loan Me, Inc. MCA Loan $93,143
P.O. Box 465
Dublin, OH 43017
13. River Capital MCA Loan $353,478
Partners, LLC
140 32nd St #316
Brooklyn, NY 11232
14. Seamless Capital MCA Loan $122,197
Group, LLC
2329 Nostrand Ave.
Brooklyn, NY 11210
15. Square Funding, LLC MCA Loan $198,038
d/b/a Square Advance
90 E. Halsey Road
Parsippany, NJ
07054
16. Steelworkers Pension Trust Benefits $217,742
60 Blvd. of the Allies Payable
Suite 600
Pittsburgh, PA
15222
17. Tax Credit Co., LLC Trade Payable $91,943
P.O. Box 841971
Los Angels, CA
90084-1971
18. U.S. Small Business EIDL Loan $150,000
Administration
Georgia District Office
233 Peachtree
Street, NE #300
Atlanta, GA 30303
19. Vermont Economic Development Development $618,269
Authority Loan
58 East State Street
- Suite 5
Montpelier, VT
05602
20. Wells Fargo Bank Business $149,021
P.O. Box 29482 Credit Line
Phoenix, AZ
85038-8650
GOURMET PLUS: Seeks to Use SBA's Cash Collateral
------------------------------------------------
Gourmet Plus, Inc. asks the U.S. Bankruptcy Court for the Northern
District of California, Oakland Division, for authority to use the
cash collateral of the Bank of San Francisco/U.S. Small Business
Administration.
The Debtor requires the use of cash collateral to pay for the
normal operating expenses of the business including payment of a
salary to Abrahim Aboukhalil of $7,000 per month which is less than
his pre-petition salary.
On May 29, 2018 Debtor executed a SBA Promissory Note and a
Commercial Security Agreement in favor of the SBA. The Loan was
processed and is serviced by the Bank of San Francisco. The balance
at the time of the filing of the petition, inclusive of estimated
arrears of $178,835 was $1.936 million. Abraham Aboukhalil, The
Aboukhalil Family 2002 Trust dated May 31, 2002 and Wassim
Aboukhalil have guaranteed the obligations due under the Note.
The collateral, perfected by the filing of UCC-1's encompasses all
assets: The UCC-1 filed on 6-7-2018 as Filing No. 18-7652842659
perfects the security agreement.
The UCC-1 was renewed on Jan. 6, 2023. The Bank of S.F. U.S. SBA
Loan appears to be undersecured. The balance owed the Bank of S.F.
U.S. SBA is $528,624.
The Debtor proposes to provide the Bank of S.F. U.S. SBA lender a
replacement lien for the use of all pre-petition cash collateral
that is used by granting the Bank of S.F. U.S. SBA a lien in
postpetition receipts and post-petition inventory. Further, debtor
proposes to pay the Bank of S.F. U.S. SBA, as adequate protection,
commencing Dec 15, 2023, $4,564/month representing interest only
payments at 5.21% per annum, the current Federal Rate (One year
Treasury Bill) of interest on its secured balance.
The Debtor proposes that the payment to Bank of S.F. U.S. SBA
continue on the 15th day of each month until the final hearing on
the motion for use of cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=vdwzTj
from PacerMonitor.com.
About Gourmet Plus, Inc.
Gourmet Plus, Inc. dba Thatcher's Gourmet Popcorn is a family owned
local popcorn business that started in 1983 as a small retail store
in San Francisco. As of today, the Company's 22000 square feet
warehouse continue to supply major US stores and specialty gourmet
stores. Its popcorn is sold internationally as well such as Canada,
Japan, United Kingdom, Germany, Poland and Hong Kong.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-41559) on November
28, 2023. In the petition signed by Abrahim Aboukhalil, president,
the Debtor disclosed $1,132,128 in assets and $4,156,286 in
liabilities.
Judge William J. Lafferty oversees the case.
Lars Fuller, Esq., at the Fuller Law Firm PC, represents the Debtor
as legal counsel.
GRIFFON GANSEVOORT: Hires MCG Capital Group as Real Estate Broker
-----------------------------------------------------------------
Griffon Gansevoort Holdings LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
MCG Capital Group, LLC as real estate broker.
The firm will market and sell the Debtor's real property located at
55 Gansevoort Street, New York, New York.
The firm will be paid a commission of .65 percent of the sales
price.
David Schechtman, a senior executive managing director at Meridian
Capital Group, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
David Schechtman
Meridian Capital Group
One Battery Park Plaza
New York, NY 10004
Tel: (212) 972-3600
About Griffon Gansevoort Holdings LLC
Griffon Gansevoort Holdings, LLC owns a commercial building located
at 55 Gansevoort St., New York, N.Y.
Griffon filed Chapter 11 petition (Bankr. S.D.N.Y. Case No.
23-11771) on Nov. 6, 2023, with $50 million to $100 million in both
assets and liabilities. Patrick McCann, vice president, signed the
petition.
Judge Philip Bentley oversees the case.
Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP serves
as the Debtor's legal counsel.
H&B AUTO: Seeks to Hire Fuller Law Firm P.C. as Counsel
-------------------------------------------------------
H&B Auto Repair, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ The Fuller Law
Firm, P.C. as counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of the case;
(c) take all necessary action to protect and preserve the
Debtor's estate;
(d) prepare on behalf of the Debtor all legal papers;
(e) negotiate and prepare on the Debtor's behalf a plan for
reorganization, disclosure statement, and all related agreements
and documents and take any necessary action on behalf of the Debtor
to obtain confirmation of such plan;
(f) advise the Debtor in connection with the possible sale or
any possible re-finance of its assets;
(g) appear before the court and the U.S. Trustee and protect
the interest of the Debtor's estate before such courts and the U.S.
Trustee; and
(h) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with its
Chapter 11 case.
The firm will be paid as follows:
Lars T. Fuller, Attorney $505 per hour
Joyce Lau, Attorney $395 per hour
Rodrigo Franco, Certified Paralegal $125 per hour
The firm received from the Debtor a retainer of $16,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Lars Fuller, Esq., an attorney at The Fuller Law Firm, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lars T. Fuller, Esq.
The Fuller Law Firm, PC
60 No. Keeble Ave.
San Jose, CA 95126
Telephone: (408) 295-5595
Facsimile: (408) 295-9852
Email: admin@fullerlawfirm.net
About H&B Auto Repair, Inc.
H&B Auto Repair, Inc. filed Chapter 11 petition (Bankr. N.D. Calif.
Case No. 23-41452) on Nov. 3, 2023, with $100,001 to $500,000 in
assets and $500,001 to $1 million in liabilities.
Judge Charles Novack oversees the case.
Lars Fuller, Esq., of The Fuller Law Firm represents the Debtor as
bankruptcy counsel.
HANNON ARMSTRONG: S&P Rates New Senior Unsecured Notes 'BB+'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to Hannon
Armstrong Sustainable Infrastructure Capital Inc.'s proposed
issuance of $500 million senior unsecured notes due 2027, which are
being offered by HAT Holdings I LLC and HAT Holdings II LLC as
co-issuers. The notes will be fully and unconditionally guaranteed
by Hannon Armstrong Sustainable Infrastructure Capital (HASI;
BB+/Stable/--). HAT I and HAT II are HASI's taxable real estate
investment trust subsidiaries.
The company plans to use the proceeds to make new investments and
for general corporate purposes. As of Sept. 30, 2023, HASI's
leverage was 2.1x debt to adjusted total equity (ATE). Pro forma
for a $500 million issuance, leverage would be 2.5x, which would
erode the cushion to S&P's downside threshold of 2.75x.
The stable outlook reflects S&P Global Ratings' expectation that
over the next 12 months--despite macroeconomic challenges--HASI
will maintain its conservative underwriting standards, with minimal
credit losses or impairments. S&P expects HASI will operate with
leverage of 2.0x–2.5x, as measured by debt to ATE.
S&P could lower the ratings over the next 12 months if:
-- Debt to ATE rises above 2.75x;
-- The asset quality of the investment portfolio deteriorates, as
indicated by rising credit losses, impairments, or nonaccruals; or
-- Access to funding or liquidity deteriorates.
S&P said, "We could consider raising the ratings if HASI continues
to build its business position and if it reduces large
single-investment portfolio concentrations relative to ATE.
Although we don't expect this, we could also raise the ratings if
HASI were to operate with debt to ATE below 1.5x on a sustained
basis."
HARVARD APPARATUS: Raises Going Concern Doubt
---------------------------------------------
Harvard Apparatus Regenerative Technology, Inc. disclosed in a Form
10-Q Report filed with the U.S. Securities and Exchange Commission
for the quarterly period ended September 30, 2023, that there is
substantial doubt about the Company's ability to continue as a
going concern.
According to the Company, "We have incurred substantial operating
losses since our inception, and as of September 30, 2023 had an
accumulated deficit of approximately $90.1 million and will require
additional financing to fund future operations. We expect that our
operating cash and short-term investments on-hand as of September
30, 2023 of approximately $1.5 million will enable us to fund our
operating expenses and capital expenditure requirements into the
first quarter of 2024. We expect to continue to incur operating
losses and negative cash flows from operations for 2023 and in
future years. Therefore, these conditions raise substantial doubt
about our ability to continue as a going concern."
"We will need to raise additional funds to fund our operations. In
the event we do not raise additional capital from outside sources
before or during the first quarter of 2024, we may be forced to
curtail or cease our operations.
"Cash requirements and cash resource needs will vary significantly
depending upon the timing of the financial and other resource needs
that will be required to complete ongoing development, pre-clinical
and clinical testing of product candidates, as well as regulatory
efforts and collaborative arrangements necessary for our product
candidates that are currently under development. We are currently
seeking and will continue to seek financings from other existing
and/or new investors to raise necessary funds through a combination
of public or private equity offerings. We may also pursue debt
financings, other financing mechanisms, research grants, or
strategic collaborations and licensing arrangements. We may not be
able to obtain additional financing on favorable terms, if at all.
"Our operations will be adversely affected if we are unable to
raise or obtain needed funding and may materially affect our
ability to continue as a going concern. Our condensed consolidated
financial statements have been prepared assuming that we will
continue as a going concern and therefore, the condensed
consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amount and classifications of
liabilities that may result from the outcome of this uncertainty."
For the three months ended Sept. 30, 2023, Harvard Apparatus
reported a net loss of $1,615,000 compared to a net loss of
$1,056,000 for the same period in 2022.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/ypjsy5dn
About Harvard Apparatus Regenerative
Holliston, Massachusetts-based Harvard Apparatus Regenerative
Technology, Inc. formerly Biostage, Inc., is a clinical-stage
biotechnology company focused on the development of regenerative
medicine treatments for disorders of the gastro-intestinal system
and other organs that result from cancer, trauma or birth defects.
The Company's technology is based on its proprietary cell-therapy
platform that uses a patient's own stem cells to regenerate and
restore function to damaged organs.
Biostage reported a net loss of $6.07 million for the year ended
Dec. 31, 2022, compared to a net loss of $7.98 million for the year
ended Dec. 31, 2021.
As of Sept. 30, 2023, the Company has $3,782,000 in total assets
and $1,066,000 in total liabilities.
Boston, MA-based Marcum LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated March
30, 2023, citing that the Company has suffered recurring losses
from operations, has an accumulated deficit, uses cash flows in its
operations, and will require additional financing to continue to
fund its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
HAWAIIAN HOLDINGS: S&P Alters Outlook to Dev., Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Hawaiian Holdings Inc. to
developing from stable and affirmed the 'B-' issuer credit rating.
The developing outlook reflects S&P's expectation that Hawaiian's
ratings would be upgraded if the proposed acquisition by Alaska Air
is successfully completed.
On the other hand, it also continues the reflect the company's weak
credit metrics and sizeable upcoming debt maturities, which could
result in a downgrade if the transaction is unsuccessful.
On Dec. 3, 2023, Seattle-based Alaska Air Group Inc. announced an
agreement to acquire Honolulu-based Hawaiian Holdings Inc. for an
enterprise value of $1.9 billion (estimated equity value of about
$1 billion).
S&P said, "We expect the proposed transaction to significantly
benefit Hawaiian's ratings. If successfully completed, we expect
the credit ratings of the combined company to be higher than those
of Hawaiian currently, benefiting from Alaska Air's stronger
competitive position and credit metrics. We currently estimate the
combined company's funds from operations (FFO) to debt to be below
30% in 2024 on a pro forma basis (this is representational; the
actual transaction is expected to close in 12-18 months), but well
above Hawaiian's stand-alone credit metrics.
"On a stand-alone basis, we expect Hawaiian's FFO to debt to be
negative in 2023 and in the low-single-digit percent area in 2024
as various challenges continue to hamper Hawaiian's ability to
improve profitability and cash flow generation through 2024. This
includes a slower-than-expected ramp up of its international
operations, increased competitiveness on the interisland routes,
engine-related issues affecting its aircraft, and the Maui
wildfires' effect on travel demand to the region.
"The developing outlook reflects our expectation that we would
upgrade Hawaiian's ratings if the proposed acquisition by Alaska
Air is successfully completed. On the other hand, it also continues
the reflect the company's weak credit metrics and sizeable upcoming
debt maturities, which could result in a downgrade if the
transaction is unsuccessful."
S&P could revise its outlook on Hawaiian to negative or lower its
ratings if:
-- S&P no longer expect the proposed transaction to be completed;
and
-- S&P said, "Various challenges continue to delay the company's
return to profitability such that we believe it could eventually
render its liquidity inadequate or cause us to view its capital
structure as unsustainable over the long term. This could also
occur if we believe Hawaiian faces higher refinancing risks
associated with its loyalty notes due January 2026 or expect the
company to undertake a transaction that we could view as a
distressed exchange."
S&P expects to equalize its rating on Hawaiian to that of Alaska
Air if the transaction is successfully completed.
HERSHEY CHAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hershey Chan Realty Inc.
14969 Powells Cove Blvd
Whitestone NY 11357
Business Description: Hershey Chan owns real estate and Chinese
restaurant.
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-44458
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Michael L. Previto, Esq.
MICHAEL L. PREVITO
150 Motor Parkway, Room 401
Hauppage NY 11788
Tel: (631) 379-0837
Email: mchprev@aol.com
Total Assets: $8,000,000
Total Debts: $4,900,000
The petition was signed by Grace Chan as owner/president.
The Debtor failed to include in the petition a list of its 20
largest unsecred creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XIGIVEA/Hershey_Chan_Realty_Inc__nyebke-23-44458__0001.0.pdf?mcid=tGE4TAMA
HOLLEY INC: S&P Alters Outlook to Positive, Affirms 'B-' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from negative
and affirmed its 'B-' issuer credit rating on Holley Inc. At the
same time, S&P affirmed its 'B-' issue-level rating with a '3'
recovery rating on the company's senior secured debt.
S&P said, "The positive outlook reflects the potential that we
could raise Holley's ratings if EBITDA margins remain near recent
levels, supporting debt to EBITDA below 6.5x and free cash flow to
debt greater than 3%.
"The positive outlook reflects our expectation of Holley's
improving margins, free cash flow generation, and lower leverage
following stronger results the past couple quarters. In the first
three quarters of 2023, the company has posted better-than-expected
results, with S&P Global Ratings-adjusted EBITDA margins of
19%-20%, up significantly from the second half of 2022. The margin
rebound has primarily been due to reduced inflationary pressures,
specifically lower raw material and freight costs, as well as
modest pricing actions. Additionally, the company completed several
cost-saving initiatives earlier in the year, including a headcount
restructuring, which has led to sequentially lower operating
expenses and offset the impact of lower unit volumes in 2023. While
we expect consumer demand for Holley's products will remain more
subdued, we now forecast EBITDA margins to remain closer to 19%-20%
in 2023 and 2024, up 3%-4% from 2022. The improved margins should
lead to leverage below 6.5x. Following a couple years of negative
free cash flows in part due to large negative working capital uses,
we now expect working capital to be manageable in our base case
forecast and for capital spending to resume at historical levels
near 2% of sales after 2023. This should allow for an improvement
in FOCF to debt to above 3%."
Holley's liquidity has improved with increased revolver
availability and covenant cushion is now forecast to be greater
than 15%. Holley ended its third quarter of 2023 with total
liquidity of $115.1 million, consisting of balance sheet cash of
$36.8 million and net cash flow revolver availability of $78.3
million (net of $45 million minimum liquidity test and $1.7 million
of undrawn letters of credit). S&P forecasts that Holley will
maintain full access to its $125 million revolving credit facility,
even as the maximum net leverage ratio steps down to its original
5x level by mid-2024 from 5.75x in the latest testing period.
S&P said, "The positive outlook reflects the potential that we
could raise Holley's ratings if EBITDA margins remain near recent
levels, supporting debt to EBITDA below 6.5x and free cash flow to
debt greater than 3%.
"We could return our outlook to stable if financial performance
weakens, causing debt to EBITDA to increase above 6.5x or FOCF to
debt to remain below 3%. This could occur if demand for Holley's
discretionary products weakens further from slowing consumer
spending, or if inflationary pressures should reaccelerate and
reduce margins."
S&P could raise the ratings of Holley within the next 12 months if
EBITDA margins remain stable near 20% allowing the company to
maintain:
-- Debt to EBITDA comfortably below 6.5x; and
-- FOCF to debt greater than 3%.
This could be due to improved consumer demand or reduced
inflationary pressures to support stable profitability.
S&P said, "Environmental factors have an overall neutral influence
on our credit rating analysis of Holley Inc. While many of its
products, like electronic fuel injection kits and custom
carburetors, are dependent on the combustion engine, the parts are
sold in the aftermarket, demand is driven primarily by enthusiasts,
and we expect it will take many years to change to a material
amount of fully electric vehicles on the road, particularly in
North America. Governance is a moderately negative consideration.
Our assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, in line with our view of the
majority of rated entities owned by private-equity sponsors. The
company recently transitioned to a public company, but private
equity sponsor Sentinel still holds a 42% stake and exerts a strong
influence on the board. We could reassess the governance score
should the stake and influence fall materially."
INVERSIONES LATIN: Seeks Cash Collateral Access
-----------------------------------------------
Inversiones Latin America Power Ltda and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to, among other
things, (a) meet working capital and business operating needs, (b)
fund the administration of the Chapter 11 Cases, and (c) enable the
Debtors to pursue (and to the extent confirmed by the Court,
effectuate the terms and provisions of) confirmation of the Plan.
As of the Petition Date, the Debtors have outstanding prepetition
funded debt obligations in the principal amount of $408.730
million, consisting primarily of (a) $391.230 million in
outstanding principal amount under their 5.125% senior secured
notes due 2033 that were issued by Debtor Inversiones Latin America
Power Ltda. and guaranteed by Debtors San Juan S.A. and Norvind
S.A. and (b) $17.5 million in outstanding principal amount under
the Credit Agreement. The Debtors also estimate that, as of the
Petition Date, they have approximately $14.6 million in trade and
other unsecured debt.
The Debtors' operations have been negatively impacted by Chilean
energy market volatility due to drought conditions, causing lower
wind farm energy generation and higher spot market prices. This has
led to cash flow issues and debt service obligations. Negotiations
with a group of holders led to a restructuring support agreement,
with 80.21% of outstanding principal amount of debt obligations
supporting the plan. The sole lender under the Credit Agreement
joined the RSA, bringing the total to 84.49%. The plan aims to
reduce debt service obligations and position the Debtors for
continued operations, with all claims unaffected.
On June 15, 2021, Debtor ILAP issued the Notes in an aggregate
principal amount of $403.900 million pursuant to an indenture dated
as of such date among Debtors ILAP, as issuer, San Juan and
Norvind, each as guarantors, and Citibank, N.A., as Trustee,
Offshore Collateral Agent, Registrar, Transfer Agent and Paying
Agent.
ILAP is party to the Credit Agreement, dated as of June 15, 2021,
between and among, ILAP, as borrower, San Juan and Norvind, each as
guarantors, Citibank, N.A., as administrative agent, and the
lenders party thereto from time to time, in the principal amount
not to exceed $21 million.
The obligations under the Credit Agreement are secured by
substantially all of the assets of the Debtors. As of the Petition
Date, the aggregate outstanding principal amount under the Credit
Agreement was $17.5 million, which does not include unliquidated
amounts.
In connection with the Indenture and Credit Agreement, the Debtors
are party to the Security and Depository Agreement, dated as of
June 15, 2021, between and among, the Debtors, Citibank, N.A., as
the Trustee under the Indenture, the Credit Agreement Agent, and
UMB Bank, N.A., as successor to Citibank, N.A., as the Offshore
Collateral Agent, Offshore Depository Bank and Intercreditor Agent
under the Security Agreement, and Banco de Chile, as the Onshore
Collateral Agent and Onshore Depository Bank.
The Secured Parties have consented to the adequate protection
proposed by the Debtors, as set forth in the Interim Order. The
adequate protection proposed in the Interim Order consists
primarily of typical protections, including the Adequate Protection
Liens, the Adequate Protection Superpriority Claim, the payment of
the Secured Parties' reasonable and documented advisors' fees,
budget and variance reporting, and access to records.
A copy of the motion is available at https://urlcurt.com/u?l=JoPURm
from PacerMonitor.com.
About Inversiones Latin America
Inversiones Latin America Power Ltda. is a clean energy company
that owns and operates wind generation plants with an aggregate
installed capacity of 239.2 megawatts (MW) and is engaged in the
generation of electricity business in northern Chile.
Inversiones owns and operates two wind farm projects: (1) a 193.2
MW facility located in Freirina, Vallenar in the region of Atacama
(the "San Juan Project"), currently the second largest wind farm
project by capacity in Chile, and (2) a 46.0 MW facility located in
Canela, in the region of Coquimbo (the "Totoral Project"). The San
Juan Project has been fully operational since March 2017 and the
Totoral Project has been fully operational since January 2010. Both
wind projects are located in areas characterized for their strong
and highly predictable wind resource.
Inversiones Latin America Power Ltda. and affiliates San Juan S.A.
and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 23-11891) on Nov. 30, 2023.
Inversiones estimated assets and debt of $100 million to $500
million as of the bankruptcy filing.
The Hon. Judge John P. Mastando III is the case judge.
The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD
FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA &
VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ
CORPORATE RESTRUCTURING, LLC, is the claims agent.
IRON MOUNTAIN: S&P Assigns 'BB' Rating on $1BB Term Loan B
----------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '2'
recovery rating to Iron Mountain Inc.'s (IRM; BB-/Stable) proposed
$1 billion term loan B due in 2031. The '2' recovery rating
reflects its expectation of substantial (70%-90%; rounded estimate:
75%) recovery in our simulated default scenario.
S&P views the transaction as leverage neutral and improves IRM's
available liquidity. The company intends to use the proceeds to
repay a portion of its outstanding revolver balance.
S&P said, "Following third-quarter earnings, we expect IRM's S&P
Global Ratings-adjusted net leverage will increase toward 6.5x in
2023 from 6.1x at fiscal year-end 2022 due primarily to increased
growth capital expenditure and restructuring costs as well as
weaker than expected growth in the company's asset life cycle
management (ALM) business. While 2023 leverage approaches our
downgrade threshold for the rating, we expect leverage will improve
to the 6.1x-6.2x area in 2024, driven by continued strength in the
records management and data center businesses that benefit from
price increases and cross-selling initiatives. Additionally, we
expect better performance in the ALM business in 2024 as component
pricing improves."
ISSUE RATINGS - RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario considers a default in 2027
due to financial stress arising from a cyclical downturn and an
accelerating shift away from paper.
-- Because both the senior secured credit facilities and unsecured
senior notes benefit from domestic U.S. subsidiaries, S&P
attributes domestic U.S. recovery value to both these groups of
debt on a pari passu basis even though senior secured lenders have
a 100% equity pledge of the domestic subsidiaries that senior
noteholders do not. Since a guarantee is a liability for the
borrower and a stock pledge if foreclosed on by the lenders, this
essentially means lenders become the equity holder and the
guarantee has a better claim on recovery value.
-- Senior secured lenders also benefit from guarantees from
certain foreign subsidiaries namely in the U.K. and Canada along
with a 65% stock pledge of certain foreign first-tier subsidiaries.
As such, S&P attributes foreign recovery value from these
guarantees and equity pledges to the senior secured lenders.
-- The 3.875% GBP Unsecured notes are issued by Iron Mountain (UK)
PlC, a wholly owned subsidiary of IMI and has subsidiary guarantees
provided by IMI's wholly owned U.S. subsidiaries. This means their
recovery prospects are slightly better than the other senior note
issuances. However, the recovery rating is capped at '3' in
accordance with recovery criteria, which generally limit recovery
ratings on unsecured debt issued by corporate entities with
speculative-grade issuer credit ratings.
-- Given that Iron Mountain has significant unencumbered real
estate from its storage facilities and recent growth investments in
data centers, S&P's recovery analysis includes our stressed
estimate of value realizable from these assets.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: About $1.25 billion
-- EBITDA multiple: 6x
-- Estimated recovery value from real estate assets: About $2.3
billion, assuming a 40% haircut
-- Gross recovery value: $9.8 billion
-- Refinancing of debt maturing before 2027 under similar terms
prior to maturity.
-- Modest operating lease rejection, resulting in approximately
$191 million of unsecured claims in a default scenario.
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): About
$9.2 billion
-- Priority claims (accounts receivable securitization, mortgages,
etc.): About $460 million
-- Value available to senior secured claims: About $3.5 billion
(includes about $2.2 billion in foreign recovery value from foreign
guarantees and foreign equity stock pledges and $1.4 billion in
unencumbered domestic recovery value and unpledged portion of
foreign equity residual value)
-- Secured first-lien debt claims: About $4.5 billion
--Recovery expectations: 70%-90% (rounded estimate: 75%)
-- Net value available to senior unsecured noteholder claims (from
domestic unencumbered recovery value): About $5.1 billion
-- Senior unsecured notes claims: About $8.8 billion
--Recovery expectations: 50%-70% (rounded estimate: 55%)
-- All debt amounts include six months of prepetition interest.
-- Collateral value equals an asset pledge from obligors after
priority claims.
ISLAND ROOFING: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, authorized Island Roofing and Restoration, LLC to
use cash collateral on an interim basis, in accordance with the
budget, with a 10% variance.
Libertas Funding, LLC assert an interest in the Debtor's cash
collateral.
As adequate protection with respect to Libertas' interests in the
cash collateral, Libertas is granted a replacement lien in and upon
all of the categories and types of collateral in which they held a
security interest and lien as of the Petition Date to the same
extent, validity and priority that they held as of the Petition
Date. Additional adequate protection, if any, will be addressed at
the Continued Hearing.
The Debtor will maintain insurance coverage for the collateral in
accordance with the obligations under the loan and security
documents.
A further hearing on the matter is set for December 18, 2023 at 2
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=5OBJvQ from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$368,033 for December 2023;
$368,033 for January 2024;
$368,033 for February 2024;
$368,033 for March 2024; and
$368,033 for April 2024.
About Island Roofing and Restoration
Island Roofing and Restoration LLC is a roofing contractor in Fort
Myers, FL.
Island Roofing and Restoration sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-01419) on Nov. 22, 2023. In the petition filed by Jason Martin,
as manager, the Debtor reports assets between $10 million and $50
million and estimated liabilities between $1 million and $10
million.
Ruediger Mueller has been appointed as Subchapter V trustee.
Judge Caryl E. Delano oversees the case.
The Debtor is represented by Alberto F Gomez, Jr., Esq., at Johnson
Pope Bokor Ruppel & Burns, LLP.
J.B. POINDEXTER: S&P Alters Outlook to Stable, Affirms 'B+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on J.B. Poindexter & Co.
Inc. (JBP) to stable from negative and affirmed its 'B+' issuer
credit rating and its 'B+' issue-level rating on its senior
unsecured debt. At the same time, S&P revised its recovery rating
on its unsecured debt to '3' from '4'. The '3' recovery rating
indicates its expectation for meaningful (50%-70%, rounded
estimate: 50%) recovery in the event of a default.
The stable outlook reflects S&P's view that the company's S&P
Global Ratings-adjusted leverage will remain below 4.0x over the
next 12 months supported by the improvements in its chassis
deliveries and backlog execution, which will be partially offset by
a weaker performance in its Morgan Olson segment and
more-challenging macroeconomic conditions.
S&P said, "We view management's proactive step to address the
company's capital structure positively. While JBP's existing $550
million unsecured notes mature in 2026, it intends to refinance
these notes with new 8-year notes, which will eliminate any
significant maturities until 2027 (when its undrawn asset-based
lending [ABL] facility comes due). Especially amid the current
elevated interest rate and tight bank lending environment, we view
the company's proactive refinancing favorably."
JBP has a strong backlog, though weakness in its Morgan Olson
segment will likely hinder any further deleveraging. With improving
supply chain conditions and a backlog of nearly $1.3 billion as of
Sept. 30, 2023, S&P believes the company will maintain S&P Global
Ratings-adjusted leverage of below 4x. The majority (nearly $770
million) of JBP's backlog stems from its Morgan segment due to the
lack of chassis availability in previous years.
S&P said, "We expect Morgan Olson's performance will decline
materially in 2024 as two of the company's large fleet customers
reduce their demand due to oversupply in the market. Incorporating
a solid performance by its seven other operating segments, as well
as contributions from its acquisitions, we believe JBP's revenue
for 2024 will be relatively flat compared with 2023. Nonetheless,
we expect the company's margins will fall by roughly 50 basis
points (bps) as the drop in Morgan Olson' operating leverage
outweighs the solid performances of its other segments.
"We expect LEER's performance will improve toward break-even levels
in 2024.LEER has continued to experience operating losses in 2023,
following the significant losses it faced in 2022 due to
operational missteps, amid the depressed demand from its customers
because of original equipment manufacturer (OEM) production cuts.
JBP has implemented numerous management changes at LEER over the
past two years and we believe the segment's performance has finally
reached a trough. We also expect the company's closure of its
California-based LEER facility will improve the segment's
profitability, given that it had been running two simultaneous
operations (the other being the new Mexicali facility)."
JBP performed well in 2023 following a disappointing performance in
2022. Each of the company's major business segments increased their
sales over the first nine months of 2023. In total, the company's
revenue rose roughly 27% while its S&P Global Ratings-adjusted
EBITDA margins expanded by 460 bps.
Supply chain disruptions limited the availability of chassis in
2021 and 2022. This scarcity challenged JBP's ability to plan for
its labor and plant needs, which resulted in production
inefficiencies. However, chassis supply has substantially improved
this year, which has supported strong improvements in the company's
top-line revenue and EBITDA. Accordingly, JBP has materially
deleveraged from its more-elevated leverage levels over the past
three years. Because the improved operating conditions are enabling
the company to convert its record backlog into increased revenue
and profitability, S&P estimates it will reduce its S&P Global
Ratings-adjusted debt to EBITDA to the low-3x range by year-end
2023.
JBP maintains a strong cash position, ample revolver capacity, and
has the ability to generate good free cash flow. As of Sept. 30,
2023, the company had $237.7 million of cash on its balance sheet
and $90.1 million of availability under its revolving credit
facility. In addition, it has generated solid free operating cash
flow (FOCF) so far in 2023. Like other manufacturers, JBP faced
significant working capital headwinds over the last two years that
caused it to generate negative FOCF. However, in 2023 the company
has been able to reduce its working capital, which--along with its
improving sales and margin--has supported solid FOCF generation.
Although JBP's inventories remain elevated relative to historical
levels, S&P believes it is focused on inventory management, which
will likely provide it with additional cash. Therefore, it believes
the company has the capacity to generate positive FOCF of $75
million-$100 million this year.
S&P said, "While we do not net JBP's cash against its debt in our
assessment of its leverage, it does maintain a sizeable cash
balance on its balance sheet relative to its similarly rated peers.
We believe the company will continue to primarily use cash on hand
to fund its acquisitions, which will help reduce its S&P Global
Ratings-adjusted leverage.
"The stable outlook reflects our view that JBP's S&P Global
Ratings-adjusted leverage will remain below 4.0x over the next 12
months supported by the improvements in its chassis deliveries and
backlog execution, which will be partially offset by a weaker
performance in its Morgan Olson segment.
"We could lower our ratings on JBP if we expect its leverage will
increase above 5x and remain at that level over the next 12 months.
We could also lower our rating if the company generates negative
FOCF on a sustained basis. This could occur because of continued
chassis delivery disruptions or underperformances in some of its
operating segments. We could also lower our ratings if JBP's
liquidity position materially deteriorates.
"We could raise our rating on JBP if it improves its S&P Global
Ratings-adjusted debt to EBITDA below 3x and its FOCF to debt to
5%-10% or higher. This could occur if the company converts its
backlog, supported by the sustained improvement in its supply
chain, and increases the earnings of its LEER division."
JAM PIZZA: May Use Cash Collateral Thru Dec 14
----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized Jam Pizza, Inc. to use cash collateral on an interim
basis in accordance with the budget, pending a final hearing set
for December 14, 2023 at 11:30 a.m.
The Debtor requires the use of cash collateral to fund payroll and
business operating expenses.
Key Bank National Association asserts an interest in the Debtor's
cash collateral.
As adequate protection, the Secured Creditor is granted valid,
binding, enforceable and perfected enforceable and perfected
continuing replacement, rollover liens and security interests in
all collateral in which the creditor hold security interests
pursuant to their existing loan documents with the Debtor.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=HtbiMj from PacerMonitor.com.
The Debtor projects total cash paid out, on a weekly basis, as
follows:
$3,454 for the week ending December 10, 2023;
$3,408 for the week ending December 17, 2023;
$4,019 for the week ending December 24, 2023; and
$5,808 for the week ending December 31, 2023.
About Jam Pizza
Jam Pizza, Inc., doing business as The Dough Boys Gourmet Pizzeria,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. N.D.N.Y. Case No. 23-30747) on Oct. 18, 2023. At the
time of the filing, the Debtor reported up to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Wendy A. Kinsella oversees the case.
Zachary DeCurtis McDonald, Esq., at Orville & Mcdonald Law, PC
represents the Debtor as legal counsel.
JSMITH CIVIL: Court OKs Cash Collateral Access Thru Jan 2024
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, New Bern Division, authorized JSmith Civil, LLC to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance, through January 3, 2024.
Due to unforeseen circumstances, including payment disputes
preventing collection of outstanding accounts receivable for bonded
and non-bonded projects in excess of $3 million in 2022, and delays
in projects attributable to prime contractors and owners, the
Debtor began to experience significant financial problems as a
result of its inability to pay certain ongoing expenses associated
with the performance of all its ongoing commercial construction
projects throughout the State of North Carolina.
The Debtor's sole sources of revenue and income consist of the
following: (a) Funds currently on hand and on deposit in its bank
accounts; (b) Income and revenue generated from the collection of
outstanding accounts receivable; (c) Monthly income totaling not
less than $85,042 generated from the lease of the Debtor's
equipment and vehicles to third parties pursuant to Master Lease
Agreements and Options to Purchase; (d) Income and revenue
earned/generated from the continued performance of commercial
construction and site preparation services to existing projects;
and (e) Funds recovered from third parties for construction
services and work performed for which payment to the Debtor was
withheld and not remitted.
The Debtor incurred multiple obligations to the following creditors
who have security interests in certain collateral owned by the
Debtor, as well as proceeds and products thereof, that may
constitute cash collateral as defined by Section 3 63of the
Bankruptcy Code: (a) Ally Financial, Inc.; (b) Bank of the West;
(c) Caterpillar Financial Services Corporation (d) CIT Bank, N.A.;
(e) First-Citizens Bank & Trust Company; (f) Citizens One Auto
Finance; (g) Engs Commercial Finance Co.; (h) De Lage Landen
Financial Services, Inc.; (i) Ferguson Enterprises, Inc. (j)
Gregory Poole Equipment Company; (k) PNC Equipment Financ, LLC; (l)
Truist Equipment Finance Corp.; (m) Wells Fargo Bank, N.A.; (n)
Westfield Insurance Company a/k/a Westfield National Insurance
Company and/or Ohio Farmers Insurance Company; and (o) Second Wind
Consultants, Inc.
In the interim, and to continue and maintain its existing
operations, the Debtor will be required to incur certain operating
expenses, including payroll, payroll taxes, utilities, rent,
insurance premiums, materials, costs, and supplies, and other costs
and expenses associated with the performance of electrical services
and operation of its business.
As adequate protection, the Cash Collateral Creditors are granted
continuing post-petition liens and security interests in all
property and categories of property of the Debtor in which and of
the same priority as each held as of the Petition Date, and the
proceeds thereof, whether acquired prepetition or post-petition,
but only to the extent of that cash collateral used. The
post-petition replacement liens are deemed automatically perfected
without the necessity of financing statement or other further
actions by the Cash Collateral Creditors.
As a condition of the use of cash collateral, the Debtor will:
A. Remit an adequate protection payment in the amount of $100,000
to First-Citizens on or before December 29, 2023;
B. Segregate all proceeds received from the Equipment Leases into a
separate account, which will not be utilized until further Order of
the Court;
C. Maintain continuous insurance coverage on the personal property,
equipment, and collateral;
D. Provide a report, no less frequently than every 30 days, all
revenue, income, and expenditures through a comparative analysis of
actual revenue, income, and expenditures with budgeted/projected
revenue, income, and expenditures; and
E. Provide reasonable access to the Debtor's premises, books and
records, and other financial information necessary to inspect any
collateral and evaluate the Debtor's financial condition and
affairs, and such additional information as may be reasonably
requested by First Citizens, any other Cash Collateral Creditor, or
the Bankruptcy Administrator for the purpose of evaluating the
collateral or the Debtor's financial condition.
A further hearing on the matter is set for January 3 at 1 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=Uwpbc0 from PacerMonitor.com.
The Debtor projects $489,440 in total income and $370,818 in total
operating expenses for one month.
About JSmith Civil LLC
JSmith Civil LLC is a Goldsboro contractor.
JSmith Civil LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Banjr. E.D.N.C. Case No. 23-02734) on September
19, 2023. In the petition filed by Jeremy Smith, as president, the
Debtor reports estimated assets and liabilities between $10 million
and $50 million each.
Judge Joseph N. Callaway oversees the case.
The Debtor is represented by at Joseph Zachary Frost, Esq. at
Buckmiller, Boyette & Frost, PLLC.
KIDDE-FENWAL: Creditors Want to Sue Parent Companies
----------------------------------------------------
Hilary Russ of Law360 reports that creditors of bankrupt
Kidde-Fenwal Inc. are asking for permission in a Delaware court to
sue the fire suppression firm's current and former parent
companies, saying they should pay billions of dollars to the estate
for their roles in perpetuating the widespread use of unhealthy
"forever chemicals" in firefighting foam.
About Kidde-Fenwal
Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures
fire protection systems. It offers products such as fire control
systems, explosion aircraft protection, laser-based smoke detection
devices, electronic gas ignitions, and fire suppressions.
Kidde-Fenwal markets its products to mining, manufacturing,
education, and commercial sectors.
Kidde-Fenwal sought relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the
petition filed by its chief transformation officer, James
Mesterharm, the Debtor reported assets between $100 million and
$500 million and estimated liabilities between $1 billion and $10
billion.
The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht
& Tunnell, LLP as bankruptcy counsels; Covington & Burling, LLP as
special insurance counsel; and Guggenheim Securities, LLC as
investment banker. Stretto, Inc., is the claims and noticing agent
and administrative advisor.
The official committee of unsecured creditors appointed in the
Debtor's Chapter 11 case tapped Brown Rudnick, LLP and Stutzman,
Bromberg, Esserman & Plifka, A Professional Corporation as
bankruptcy counsels; Gilbert, LLP and KTBS Law, LLP as special
counsels; Province, LLC, as financial advisor; and Houlihan Lokey
Capital, Inc. as investment banker.
KINETIK HOLDINGS:S&P Rates New $500MM Senior Unsecured Notes 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Kinetik Holdings L.P.'s proposed $500 million
senior unsecured notes due 2028. The '3' recovery rating indicates
our expectation for meaningful (rounded estimate: 65%) recovery in
the event of a default. The company intends to use the net proceeds
from this offering to partially repay a portion of its $2 billion
senior unsecured term loan credit facility. At the same time,
Kinetik amended the maturity of its term loan credit facility to
June 8, 2026.
Kinetik is a Texas-based midstream energy company that owns gas
gathering, processing, and transmission assets in the Delaware
Basin and equity interests in four Permian Basin-to-Gulf Coast
pipelines.
LAJOHNTY HOLDINGS: Nicole Nigrelli Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Nicole Nigrelli,
Esq., at Ciardi, Ciardi & Astin as Subchapter V trustee for
Lajohnty Holdings, LLC.
Ms. Nigrelli will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Nigrelli declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Nicole M. Nigrelli, Esq.
Ciardi, Ciardi & Astin
1905 Spruce Street
Philadelphia, PA 19103
Phone: (215) 557-3550 ext. 115
Email: nnigrelli@ciardilaw.com
About Lajohnty Holdings
Lajohnty Holdings, LLC owns five residential real properties and a
vacant land in Camden, N.J., valued at $690,000 in the aggregate.
The Debtor filed Chapter 11 petition (Bankr. D. N.J. Case No.
23-19739) on Nov. 1, 2023, with $690,000 in assets and $1,796,057
in liabilities. Tyrone Pitts, managing member, signed the
petition.
Judge Andrew B. Altenburg, Jr. oversees the case.
Charles M. Izzo, Esq., at the Law Office of Charles M. Izzo
represents the Debtor as bankruptcy counsel.
LAURA CHRISTY: Geron Yann Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 2 appointed Geron Yann, Esq., at Geron
Legal Advisors, LLC as Subchapter V trustee for Laura Christy
Midtown, LLC.
Mr. Yann will be paid an hourly fee of $825 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Yann declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Geron Yann, Esq.
Geron Legal Advisors, LLC
370 Lexington Avenue, Suite 1101
New York, NY 10017
Phone: (646) 560-3224
Email: ygeron@geronlegaladvisors.com
About Laura Christy Midtown
Laura Christy Midtown, LLC conducts business under the name
Valbella Midtown. The company is based in Yonkers, N.Y.
Laura Christy Midtown filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22845) on
Nov. 14, 2023, with $1 million to $10 million in both assets and
liabilities. David Ghatanfard, president, signed the petition.
Judge Sean H. Lane oversees the case.
Anne Penachio, Esq., at Penachio Malara, LLP represents the Debtor
as legal counsel.
LBU FRANCHISES: Seeks to Tap Kean Miller LLP as Bankruptcy Counsel
------------------------------------------------------------------
LBU Franchises Corporation d/b/a Light Bulbs Unlimited seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to hire Kean Miller LLP as its counsel.
The Debtor requires legal counsel to:
a. render advice with respect to the Debtor's powers and
duties in the continued operation of its business;
b. take all necessary action to protect and preserve the
Debtor's bankruptcy estates, including the prosecution of actions,
contested matters, or proceedings on behalf of the Debtor, the
defense of any actions, contested matters, or proceedings commenced
against the Debtor, and negotiations concerning all litigation in
which the Debtor is involved;
c. prepare legal papers;
d. assist in preparing and filing a plan of reorganization,
and if necessary, a disclosure statement; and
e. perform other legal services.
The firm will be paid at these rates:
Broocks 'Mack' Wilson $420 per hour
Attorneys $230 to $620 per hour
Paraprofessionals $140 to $220 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm asked for a retainer in the amount of $15,000.
Broocks Wilson, Esq., an attorney at Kean Miller, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Broocks M. Wilson, Esq.
Kean Miller, LLP
711 Louisiana, Suite 1800
Houston, TX 77002
Tel: (713) 844-3000
Email: mack.wilson@keanmiller.com
About LBU Franchises Corp.
LBU Franchises Corporation filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 18-36106) on Nov. 2, 2018, estimating
less than $1 million in assets and liabilities.
The case has been assigned to Judge Jeffrey P. Norman. The Gerger
Law Firm PLLC, led by principal Alan Gerger, Esq., serves as the
Debtor's counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's bankruptcy case.
LEAFBUYER TECHNOLOGIES: Raises Going Concern Doubt
--------------------------------------------------
Leafbuyer Technologies, Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended September 30, 2023, that there is substantial doubt
about its ability to continue as a going concern.
The Company explained, "As of September 30, 2023, we had $202,931
in cash and cash equivalents and a working capital deficit of
$2,164,148. We are dependent on funds raised through equity
financing. Our cumulative net loss of $24,435,698 was funded by
debt and equity financing and we reported a net loss from
operations of $398,598 for the three months ended September 30,
2023. Accordingly, there is substantial doubt about our ability to
continue as a going concern within [the next 12 months]."
"Our ability to continue as a going concern is dependent upon our
generating profitable operations in the future and / or obtaining
the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come
due. Management believes that actions presently being taken to
further implement our business plan of expansion of products,
geographical locations we sell our services and deeper market
penetration will generate additional revenues and eventually
positive cash flow and provide opportunity for the Company to
continue as a going concern. While we believe in the viability of
our strategy to generate additional revenues and our ability to
raise additional funds, there can be no assurances to that
effect."
For the three months ended Sept. 30, 2023, the Company incurred a
net loss of $398,598, compared to a net loss of $209,972 for the
same period in 2022.
A full-text copy of the Company's Form 10-Q Report is available at
https://tinyurl.com/yveznc2e
About Leafbuyer
Greenwood Village, Colorado-based Leafbuyer Technologies, Inc. is a
marketing technology company for the cannabis industry and is an
online cannabis resource.
As of Sept. 30, 2023, Leafbuyer has $1,389,785 in total assets and
$2,980,767 in total liabilities.
LITTLE FALLS GARDEN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Little Falls Garden Apartments, LLC
c/o David Raven
133 Main St.
Mountain Dale, NY 12763-5110
Business Description: Little Falls owns multiple dwelling property
located at 759 E Monroe St Little Falls, NY
valued at $5.25 million based on rental
income.
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-36006
Debtor's Counsel: Raymond Ragues, Esq.
RAGUES PLLC
42 Crown Street Kingston, NY 12401
Kingston NY 12401
Tel: (845) 481-0086
Email: ray@ragueslaw.com
Total Assets: $5,249,920
Total Liabilities: $2,602,839
The petition was signed by David Raven as sole member.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XXXTS6Y/Little_Falls_Garden_Apartments__nysbke-23-36006__0001.0.pdf?mcid=tGE4TAMA
LUCENA DAIRY: Wins Cash Collateral Access Thru Dec 30
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Lucena Dairy Inc. to continue using cash collateral on
an interim basis in accordance with the budget, through December
30, 2023 as agreed by the Debtor and Condado 4 LLC.
The court said the hearing set for for November 30, 2023 is
rescheduled to December 29, 2023 at 2 p.m., via Microsoft Teams
Video & Audio Conferencing and/or Telephonic Hearings.
As previously reported by the Troubled Company Reporter, Condado 4
LLC holds a pre-petition security interest over the cash
collateral. As of the Petition Date Debtor has estimated Condado's
claims in the approximate amount of $11 million.
Condado's collateral from the Debtor is valued at approximately
$1.2 million. Condado also has liens over the real property that
the Debtor leases from Debtor's shareholders.
To the extent of any diminution in the value of the Prepetition
Secured Party's respective interests in their collateral (including
cash collateral) from the Petition Date arising from the use, sale,
or lease of such collateral or the imposition of the automatic:
stay, such Prepetition Secured Party was granted (i) replacement
liens of the same priority on the same assets that serve as
preparation collateral of the Debtors and (ii) direct the Debtor to
make a payment as additional adequate protection to the
Prepetition Secured Creditor in the amount of $10,000, per month,
upon entry of the Final Order.
A copy of the court's order is available at
https://urlcurt.com/u?l=2Icyht from PacerMonitor.com.
About Lucena Dairy Inc.
Lucena Dairy Inc. is engaged in the production of cows' milk and
other dairy products and in raising dairy heifer replacements.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02835) on September 8,
2023. In the petition signed by Jorge Lucena Betancourt, president,
the Debtor disclosed $1,905,560 in assets and $11,464,130 in
liabilities.
Judge Edward A. Godoy oversees the case.
Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents
the Debtor as legal counsel.
LUNA DAIRY: Wins Cash Collateral Access Thru Dec 30
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Lucena Dairy Inc. to continue using cash collateral on
an interim basis in accordance with the budget, through December
30, 2023, as agreed by the Debotor and Condado 4, LLC.
The court said the hearings scheduled for November 30, 2023 is
rescheduled for December 29, 2023 at 2 PM, via Microsoft Teams
Video & Audio Conferencing and/or Telephonic Hearings.
As previously reported by the Troubled Company Reporter, the Debtor
requested the use of $43,668 collected from the sale of milk to
Vaqueria Tres Monjitas Inc.
Condado 4 LLC holds a pre-petition security interest over the cash
collateral. As of the Petition Date Debtor has estimated Condado's
claims in the approximate amount of $11 million.
Condado's collateral from the Debtor is valued at approximately
$3.3 million. Condado also has liens over the real property that
the Debtor leases from Debtor's shareholders.
To the extent of any diminution in the value of the Prepetition
Secured Party's respective interests in their collateral (including
cash collateral) from the Petition Date arising from the use, sale,
or lease of such collateral or the imposition of the automatic:
stay, such Prepetition Secured Party was granted (i) replacement
liens of the same priority on the same assets that serve as
preparation collateral of the Debtors and (ii) direct the Debtor to
make a payment as additional adequate protection to the Prepetition
Secured Creditor in the amount of $10,000, per month, upon entry of
the Final Order.
A copy of the court's order is available at
https://urlcurt.com/u?l=X6JWIB from PacerMonitor.com.
About Lucena Dairy Inc.
Luna Dairy Inc. is engaged in the production of cows' milk and
other dairy products and in raising dairy heifer replacements.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02837) on September 9,
2023. In the petition signed by Jorge Lucena Betancourt, president,
the Debtor disclosed $4,102,639 in assets and $11,316,130 in
liabilities.
Judge Edward A. Godoy oversees the case.
Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents
the Debtor as legal counsel.
MAGNATE WORLDWIDE: S&P Downgrades ICR to 'B-', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Magnate
Worldwide LLC to 'B-' from 'B' and its issue-level rating on its
first-lien debt to 'B-' from 'B'. The '3' recovery rating is
unchanged, indicating its expectation of meaningful (50%-70%;
rounded estimate: 60%) recovery in the event of a default.
The stable outlook reflects S&P's expectation that Magnate's credit
metrics will remain commensurate with the rating over the next year
despite the lower FOCF arising from weaker expected conditions that
have negatively affected Magnate's volumes and absolute margins per
shipment.
S&P said, "We expect Magnate's operating performance to remain
subdued amid a weak demand scenario that is likely to persist at
least through the first six months of fiscal 2024. We expect
Magnate's 2023 revenue to decline 38%-40%, driven by a steeper
55%-60% revenue decline in its international logistics services
segment because it is experiencing significantly lower demand and
more normalized pricing in its high-value, specialized, and
time-sensitive freight services line of operations.
"We expect international logistics volumes to be lower by 25%-26%
and overall freight volumes to be lower by 17%-19% amid a waning
demand for goods and a shift in consumer preferences toward
services. In addition, normalization of supply chains and easing of
congestion at ports has improved the delivery performance metrics
of cheaper alternative services, creating more competition for
Magnate's services. Disrupted supply chains compelled some
customers to move their shipments through expedited channels during
the pandemic. With non-expedited service back to pre-pandemic
levels, some customers are now switching back to these services to
save costs."
Further, the excess trucking capacity created during the pandemic,
delivery of new vessels to shipping lines that were ordered
earlier, and resumption of passenger air services and additional
belly cargo capacity have all contributed toward creating
overcapacity across the various modes of freight transportation.
The overcapacity caused steep declines in freight rates beginning
in late 2022, limiting Magnate's ability to generate commensurate
margins per shipment. These have declined by as much as 30%-35% for
its international logistics services segment during the first six
months of 2023. However, Magnate was able to partially offset the
decline by significantly improving margins per shipment and volumes
in its relatively smaller fine arts transportation segment.
S&P said, "We expect current subdued demand conditions and softer
freight rates to continue through the remainer of fiscal 2023 and
at least the first six months of fiscal 2024 before starting to
improve gradually as consumer demand recovers and inventories at
retailers normalize.
"We expect current macro conditions will preclude Magnate's S&P
Global Ratings' adjusted absolute EBITDA and cash flows from
improving significantly in 2024. Magnate's lower earnings per
shipment, combined with an expected 17%-19% decline in shipment
volumes, are contributing to a significantly lower adjusted
absolute EBITDA for 2023, which we expect will decline in the
low-to-mid-40% area year-over-year. This is in contrast to its 2022
EBITDA, which benefited from record high freight rates and strong
volumes. At current capacity levels across all freight modes,
together with lower freight transportation demand, we expect only
minimal improvement in Magnate's 2024 S&P Global Ratings' adjusted
EBITDA."
Magnate executed interest rate hedges during late 2022 that cover
nearly 75% of its variable-rate priced term debt. Therefore,
despite the rapidly rising rates, Magnate's interest is only
expected to rise about $4 million-$5 million from last year.
Nonetheless, sharply reduced cash generation will affect Magnate's
reported FOCF generation, which we now expect to be about $5
million each in 2023 and 2024. That said, Magnate is maintaining
healthy liquidity as of Sept. 30, 2023, through an about $45
million cash balance on its books and full availability on its $50
million revolving credit facility. Moreover, Magnate also does not
have any significant mandatory repayments due on its term
facilities until March 2027, having voluntarily prepaid about $11
million in December 2022 on the same.
S&P said, "We believe Magnate's credit metrics will weaken from
2022 levels and remain elevated throughout 2024. Owing to weaker
earnings, we expect Magnate's gross leverage to be in the mid-7x
area for 2023 compared with 4.1x in 2022. Its FFO to debt has also
weakened, and we now expect this to be about 1% for 2023, compared
with 9.6% the previous year."
Magnate funded a tuck-in acquisition in the second quarter of 2023
using about $10.2 million on its delayed draw term facility that
also contributed to an increase in its leverage and weakening in
its funds from operations (FFO) to debt ratio. As freight volumes
and rates improve gradually in the latter half of 2024, S&P expects
Magnate's 2024 metrics to improve slightly, with gross leverage
reaching about 7x and FFO to debt at 2%.
S&P said, "The stable outlook reflects our expectation that
Magnate's credit metrics will remain commensurate with the rating
over the next year despite the lower FOCF arising from weaker
expected conditions that are contributing to lower volumes and
absolute margins per shipment. We also expect the company to remain
acquisitive and use its available cash balances and internal cash
generation to finance the tuck-in acquisitions. We forecast the
company's debt to EBITDA will increase to the mid-7x area in 2023
and improve somewhat to the low-7x area in 2024. We also expect its
FFO to debt will decline to the low-single-digit percent area in
2023 and 2024.
"We could lower our ratings on Magnate within the next 12 months if
any further deterioration in profitability due to prolonged
softness in demand or a further reduction in freight rates led to
negative free cash flow generation on a sustained basis and were
likely to turn the company's capital structure unsustainable.
"We could raise our ratings on Magnate over the next 12 months if
its debt to EBITDA declined below 6.5x or its FFO to debt increased
above the mid-single-digit percent area on a sustained basis." This
could occur if Magnate's profitability improved due to:
-- Volumes increasing above our current expectations, or
-- Purchased transportation pricing and margins being able to
support credit metrics through future downcycles.
S&P said, "Governance is a moderately negative factor in our credit
rating analysis of Magnate. We view financial sponsor-owned
companies with highly leveraged financial risk profiles as
demonstrating corporate decision-making that prioritizes the
interests of their controlling owners, which typically have finite
holding periods and focus on maximizing shareholder returns."
MASTERMIND GP: Enters Into Asset Purchase Agreement with Unity
--------------------------------------------------------------
Mastermind GP Inc. and Mastermind LP, the largest independent
specialty toy and children's book retailer in Canada, on Dec. 4
disclosed that it has entered into an asset purchase agreement with
Unity Acquisitions Inc., a company owned by Canadian retail
pioneers Joe Mimran, Frank Rocchetti and David Lui. The transaction
will ensure a thriving future for Mastermind Toys.
Under the terms of the transaction, Unity will purchase the
majority of Mastermind Toys store locations and see a significant
portion of employees continuing with the business. "Mastermind Toys
is a beloved Canadian retailer with a loyal customer base driven by
quality, curiosity and play," said Joe Mimran. "The acquisition
aligns with Unity's strategy to enhance and grow extraordinary
Canadian brands. We are thrilled to have the opportunity to work
with the team at Mastermind Toys and take the brand and the
business to the next level."
The transaction is subject to certain closing conditions, including
approval from the Ontario Superior Court of Justice (Commercial
List) (the "Court") in the Company's ongoing proceedings under the
Companies' Creditors Arrangement Act ("CCAA"). The transaction is
expected to close in January 2024.
Holiday sales and promotions continue at all Mastermind Toys
locations. Mastermind Toys is also introducing an extended holiday
return and exchange policy for purchases made online and in-stores,
other than at the 18 stores conducting liquidation sales.
On November 30, 2023, Mastermind Toys obtained Court approval to
conduct liquidation sales at 18 of its store locations. The
liquidation sales commenced December 1, 2023, and continue through
the holiday season. The liquidating stores are not part of the
transaction described above and are not included in the extended
holiday return policy.
Information related to the CCAA proceedings are available on the
Monitor's case website at www.alvarezandmarsal.com/Mastermind.
Mastermind Toys is Canada's Authority on Play and is the country's
largest specialty toy and children's book retailer, with 66 stores
coast-to-coast and a wonder-filled website. It has a proud 39-year
heritage of being the educational toy store, supporting kids,
parents, grandparents, educators and gift givers by offering a
curation of toys and books that help with the development of a
child's mind, body and expression. Its purpose is to inspire
generations of lifelong learners through the power of play, with a
philosophy that "Play is Kids' Work."
Unity Acquisitions Inc., established in 2023, is led by industry
veterans Joe Mimran, Frank Rocchetti, and David Lui. Renowned for
their extensive knowledge and passion for retail, product design
and branding. Unity recently acquired Kit and Ace and Casca
Footwear. In addition to Unity, Joe Mimran and Frank Rocchetti
oversee the growth of Tilley Endurables Inc., transforming it from
a venerable hat brand to a comprehensive apparel brand, available
in Canada, the US, the UK, and Australia. In 2020, they introduced
Rise Little Earthling, an organic line for babies and toddlers sold
across Canada and the US. Joe Mimran is the founder of Joe Fresh,
and has also recently collaborated with Staples Inc. to create Gry
Mattr by Joe Mimran, a collection of thoughtfully designed office
and travel pieces. David Lui is the CEO of Kit and Ace and has over
30 years of entrepreneurial and retail experience with global
brands. He is known for his award-winning brand transformations and
has a strong passion for scaling businesses.
METROPOLITAN BREWING: Wins Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Metropolitan Brewing, LLC to use cash collateral on an
interim basis in accordance with the budget, with a 15% variance,
through December 6, 2023.
Live Oak Banking Company and PNC Bank, National Association assert
an interest in the Debtor's cash collateral.
As adequate protection for the use of cash collateral, Live Oak and
PNC are granted Replacement Liens, provided that the Replacement
Liens will not apply to any funds held, or required to be held, in
trust by the Debtor for the benefit of Conrad Seipp Brewing Company
pursuant to the written agreement between the Debtor and Siepp.
As additional adequate protection for the Debtor's use of cash
collateral, Live Oak, to secure payment of an amount equal to any
diminution in the value of its collateral, is granted the
Additional Money Market Lien subject, to the extent applicable, to
the Seipp Lien Carveout. In addition, the Debtor will make an
interest only adequate protection payment to Live Oak in the amount
of $4,207 (approximately 8.5%) in October, 2023.
In addition, the Debtor will make monthly interest only adequate
protection payments as reflected in the Budget to: Live Oak in the
amount of $4,207 and PNC in the amount of $1,495.
A final hearing on the matter is set for December 6, 2023 at 10:45
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=I05RTn from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$128,036 for December 2023;
$66,869 for January 2024; and
$106,871 for February 2024.
About Metropolitan Brewing, LLC
Metropolitan Brewing, LLC is a manufacturer of German-style beers
in Chicago, Illinois.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13209) on October 3,
2023. In the petition signed by Tracy Hurst, authorized
representative, the Debtor disclosed up to $1 million in assets and
up to $10 million in liabilities.
Judge Deborah L. Thorne oversees the case.
Matthew E. McClintock, Esq., at Goldstein & McClintock LLP,
represents the Debtor as legal counsel.
MICHIGAN MEDICAL: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, Detroit, authorized Michigan Medical Group, P.C.
to use cash collateral in the amount of $93,081 on an interim
basis, in accordance with the budget, with a 10% variance.
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.
On the Petition Date, the Debtor believes that the cash collateral,
as defined in 11 U.S.C. Section 363 consists of the following:
a. Collectible accounts receivable valued at approximately
$144,000.
b. 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.
As adequate protection, Chase, the SBA, and Timberland are granted
Replacement Liens 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.
A final hearing on the matter is set for December 18, 2023 at 11
a.m.
A copy of the order is available at https://urlcurt.com/u?l=PoNTwd
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.
MICHIGAN MEDICAL: Hires Stevenson & Bullock as Counsel
------------------------------------------------------
Michigan Medical Group, P.C. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Stevenson & Bullock, P.L.C. as counsel.
The firm will provide these services:
a. prepare all schedules, applications, motions, orders, and
reports, and to appear at bankruptcy court hearings on behalf of
the Debtor, in the bankruptcy case; and
b. generally counsel the Debtor in all legal matters during the
Chapter 11 case; whereby the Debtor has retained S&B for the
purposes of representing it in all bankruptcy related matters, and
representation in negotiations and proceedings pertaining to the
Chapter 11 bankruptcy case.
The firm will be paid at these rates:
Attorneys $425 to $550 per hour
Paralegals $195 per hour
Legal Assistants $135 to $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $20,000.
Elliot G. Crowder, Esq., a member at Stevenson & Bullock, PLC
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:
Elliot G. Crowder, Esq.
Stevenson & Bullock, PLC
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
Email: ecrowder@sbplclaw.com
About Michigan Medical Group, P.C.
Organized in 2001, Michigan Medical Group, P.C., is a medical
practice located in Taylor, Michigan that specializes in internal
medicine. Michigan Medical Group, P.C.'s sole shareholder is Dr.
Najam K. Syed.
Michigan Medical Group P.C. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No.
23-50240) on November 22, 2023. In the petition filed by Najam
Syed, as president, the Debtor estimated assets up to $50,000 and
estimated liabilities between $1 million and $10 million.
Dr. Najam Syed also commenced a personal Chapter 11 bankruptcy case
(Case No.23-50241) on Nov. 22, 2023. Mr. Syed's case is jointly
administered with Michigan Medical's.
The Honorable Bankruptcy Judge Mark A Randon oversees the cases.
The Debtors are represented by Elliot G. Crowder, Esq.
MINIM INC: Falls Short of Nasdaq Minimum Bid Price Requirement
--------------------------------------------------------------
Minim, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Nov. 27, 2023, it received a letter
from The Nasdaq Stock Market LLC notifying the Company, that
because the closing bid price for the Company's common stock listed
on Nasdaq was below $1.00 for 30 consecutive business days, the
Company no longer meets the minimum bid price requirement for
continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2),
which requires a minimum bid price of $1.00 per share. The
notification from Nasdaq has no immediate effect on the listing of
the Company's common stock.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been
granted a grace period of 180 calendar days, or until May 28, 2024,
to regain compliance with the minimum closing bid price requirement
for continued listing. To regain compliance, the closing bid price
of the Company's shares of common stock must meet or exceed $1.00
per share for at least ten consecutive business days during this
180-day grace period.
To qualify for the additional 180 calendar day compliance period,
the Company would be required to meet the continued listing
requirement for market value of publicly held shares and all other
initial listing standards for The Nasdaq Capital Market, except for
the minimum bid price, and provide written notice to Nasdaq of its
intent to cure the deficiency during this second compliance period,
by effecting a reverse stock split, if necessary. However, if it
appears to the Nasdaq staff that the Company will not be able to
cure the deficiency, or if the Company is otherwise not eligible,
Nasdaq will provide notice to the Company that its common stock
will be subject to delisting.
The Company intends to monitor the closing bid price of its common
stock and consider its available options in the event that the
closing bid price of its common stock remains below $1.00 per
share. There can be no assurance that the Company will be able to
regain compliance with the minimum bid price requirement or
maintain compliance with the other listing requirements.
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.
MIRACLE HILL: Seeks to Hire Carr Riggs & Ingram as Accountant
-------------------------------------------------------------
Miracle Hill Nursing and Rehabilitation Center, Inc. seeks approval
from the U.S. Bankruptcy Court for the Northern District of Florida
to employ Carr, Riggs, & Ingram, LLC, as its accountants.
The Debtor currently needs assistance preparing the Medicare Cost
Report as required by the Centers for Medicaid and Medicare
Services and the Florida Medicaid Cost Report.
Carr Riggs will charge the Debtor $5,000 for the Medicaid Cost
Report and $2,500 for the Medicare Cost Report, for a total fee of
$7,500.
As disclosed in court filings, Carr Riggs & Ingram is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Bart McCurley
Carr Riggs & Ingram CPAs and Advisors
866 N Ferdon Blvd
Crestview, FL 32536
Tel: (850) 826-4104
Email: bmccurley@cricpa.com
About Miracle Hill Nursing and
Rehabilitation Center
Miracle Hill Nursing and Rehabilitation Center, Inc. filed Chapter
11 petition (Bankr. N.D. Fla. Case No. 23-40398) on Oct. 12, 2023,
with up to $10 million in both assets and liabilities. Chris A.
Burney, president, signed the petition.
Judge Karen K. Specie oversees the case.
The Debtor tapped Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Poster, PA as bankruptcy counsel and James D. Gibson, Esq.,
at Gibson Kohl, PL as special litigation counsel.
MJS CAPITAL: Case Summary & Four Unsecured Creditors
----------------------------------------------------
Debtor: MJS Capital Management, Inc.
1712 N. MacGregor Way
Houston TX 77023
Business Description: The Debtor owns 17 real properties in
Houston, Texas having a total market value
of $2.96 million.
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-34790
Debtor's Counsel: Alex O. Acosta, Esq.
ACOSTA LAW PC
One Northwest Centre
13831 Northwest Freeway Suite 400
Houston TX 77040
Tel: (713) 980-9014
Email: alex@theacostalawfirm.com
Total Assets: $2,963,444
Total Liabilities: $2,506,991
The petition was signed by Marlene Janet Sarres as president/CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VF6ORQQ/MJS_Capital_Management_Inc__txsbke-23-34790__0001.0.pdf?mcid=tGE4TAMA
MOTLEY MILL: Case Summary & 18 Unsecured Creditors
--------------------------------------------------
Debtor: Motley Mill and Cube, Corporation
32 CR 118
Matador, TX 79244
Business Description: The Debtor owns real property and building
valued at $610,000.
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-50240
Debtor's Counsel: Max R. Tarbox, Esq.
TARBOX LAW, P.C.
2301 Broadway
Lubbock, TX 79401
Tel: (806) 686-4448
Fax: (806) 368-9785
Email: tami@tarboxlaw.com
Total Assets: $919,415
Total Liabilities: $1,117,339
The petition was signed by James A. Gwinn as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/UFAFWRQ/Motley_Mill_and_Cube_Corporation__txnbke-23-50240__0001.0.pdf?mcid=tGE4TAMA
MULLEN AUTOMOTIVE: Board OKs Amended and Restated Bylaws
--------------------------------------------------------
Mullen Automotive Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Board of Directors of
the Company approved amended and restated bylaws of the Company,
effective Nov. 30, 2023.
The Amended and Restated Bylaws incorporate prior Amendments No. 1,
2 and 3 and amend certain of the provisions of Article 2, Sections
2.02, 2.06, 2.10 and 2.11 and Article 6, Section 6.03.
Among other things, the amendments set forth in the Amended and
Restated Bylaws (1) revise the procedures and disclosure
requirements set forth in the advance notice bylaw provisions,
including changing the period that a stockholder's notice must be
received by the Company to not less than 90 days nor more than 120
days prior to the first anniversary of the preceding year's annual
meeting of stockholders and restricting the number of nominees a
stockholder may nominate for election at a meeting to the number of
directors to be elected at such meeting; (2) address the universal
proxy rules adopted by the U.S. Securities and Exchange Commission,
by clarifying that no person may solicit proxies in support of a
director nominee other than the Board's nominees unless such person
has complied with Rule 14a-19 under the Securities Exchange Act of
1934, as amended, including applicable notice and solicitation
requirements; (3) require that a stockholder directly or indirectly
soliciting proxies from other stockholders use a proxy card color
other than white; and (4) update various provisions of the Amended
and Restated Bylaws to make certain technical and clarifying
changes that address Rule 14a-19 as well as the Company's fiscal
year end.
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.
MULLEN AUTOMOTIVE: Sets Annual Stockholders Meeting for Feb. 29
---------------------------------------------------------------
Mullen Automotive Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Annual Meeting of
Stockholders of the Company for fiscal year 2024 has been scheduled
for Feb. 29, 2024 and will be held solely online by remote
communication, in virtual only format.
As previously announced, while the Company held an annual meeting
during fiscal year 2023 and the proposals that were approved at
such meeting including the election of directors are, and remain
valid, the Nasdaq Listing Qualifications Department determined that
the 2023 annual meeting did not satisfy Nasdaq Listing Rule
5620(a). Accordingly, solely to comply with the Nasdaq Listing
Rule, the annual meeting for fiscal year 2024 will also be deemed
the 2023 annual meeting. The record date for stockholders entitled
to notice of and to vote at the Annual Meeting or any adjournment
or postponement thereof is Jan. 12, 2024.
Because the Company's Annual Meeting to be held during fiscal year
2024 has been changed by more than 30 calendar days from the date
of the previous year's meeting, pursuant to Rule 14a-8 under the
Exchange Act, the Company is setting a deadline for receipt of Rule
14a-8 stockholder proposals that is a reasonable time before the
Company expects to begin to print and send its proxy materials.
Accordingly, the Company has set a new deadline for receipt at the
Company's principal executive offices of qualified stockholder
proposals submitted pursuant to Rule 14a-8 for inclusion in the
Company's proxy materials for the Annual Meeting to be not later
than Dec. 11, 2023. Stockholder proposals must comply with the
Company's Amended and Restated Bylaws and the SEC's rules regarding
the inclusion of stockholder proposals in proxy materials.
Additionally, stockholders who wish to submit a proposal or
director nomination for consideration at the Annual Meeting, other
than pursuant to Rule 14a-8, must comply with the procedures set
forth in the Amended and Restated Bylaws, including delivering
proper notice in writing to the Company's Secretary at its
principal executive offices not later than Dec. 21, 2023, which is
70 days prior to the Annual Meeting as provided in the bylaws prior
to the approval of the Amended and Restated Bylaws. The Company
has chosen this deadline date for such notice with respect to the
Annual Meeting given the recent change of the deadline dates set
forth in the advance notice bylaw provisions of the Amended and
Restated Bylaws.
In addition, to comply with the SEC's universal proxy rules,
stockholders who intend to solicit proxies in support of director
nominees other than the Company's nominees must provide notice that
sets forth the information required by Rule 14a-19 under the
Exchange Act to comply with the universal proxy rules, which notice
must be postmarked or transmitted electronically to the Company at
its principal executive offices no later than Dec. 31, 2023, which
is 60 calendar days prior to the Annual Meeting.
All stockholder proposals must be received by the Company at its
principal executive offices located at 1405 Pioneer Street, Brea,
CA 92821 addressed to the Secretary of the Company and must comply
with applicable Delaware law, the rules and regulations promulgated
by the SEC and the procedures set forth in the Company's Amended
and Restated Bylaws.
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.
MY GEORGIA PLUMBER: Tamara Miles Ogier Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Tamara Miles Ogier, Esq.,
at Ogier, Rothschild & Rosenfeld, PC as Subchapter V trustee for My
Georgia Plumber, Inc.
Ms. Ogier 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. Ogier declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Tamara Miles Ogier, Esq.
Ogier, Rothschild & Rosenfeld, PC
P.O. Box 1547
Decatur, GA 30031
Phone: (404) 525-4000
Email: tmo@orratl.com
About My Georgia Plumber
My Georgia Plumber, Inc., a company in Canton, Ga., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 23-61266) on Nov. 13, 2023. In the
petition signed by its chief executive officer, Katrina
Rief-Derrico, the Debtor reported up to $50,000 in assets and $1
million to $10 million in liabilities.
Cameron M. McCor, Esq., at Jones & Walden, LLC represents the
Debtor as legal counsel.
NABORS INDUSTRIES: Raises $640MM in Sale of 2030 Senior Notes
--------------------------------------------------------------
Nabors Industries Ltd. has closed the sale of $650 million
aggregate principal amount of its 9.125% Senior Priority Guaranteed
Notes due 2030, the Company disclosed in a recent Form 8-K Report
filed with the Securities and Exchange Commission. NII received
net proceeds, after deducting estimated offering commissions and
estimated net expenses, of approximately $640.3 million. Nabors
intends to use the net proceeds from this offering to retire all of
its outstanding 5.75% senior notes due 2025. The remaining proceeds
will be used for general corporate purposes. There are $474.1
million in aggregate principal of Senior Notes due 2025
outstanding.
On November 15, 2023, Nabors Industries, Inc. entered into a
purchase agreement under which NII agreed to sell $650 million
aggregate principal amount of its 9.125% Senior Priority Guaranteed
Notes due 2030 to Morgan Stanley & Co. LLC, Wells Fargo Securities,
LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC
Securities (USA) Inc., Academy Securities, Inc. and Nomura
Securities International, Inc. The Notes are fully and
unconditionally guaranteed, jointly and severally, by each of the
entities that guarantee NII's $700 million in aggregate principal
amount of 7.375% senior priority guaranteed notes, which includes
(i) Nabors Industries Ltd., (ii) each of the subsidiaries that
guarantee Nabors' existing 7.25% Senior Guaranteed Notes due 2026
and 7.50% Senior Guaranteed Notes due 2028 and (iii) certain
lower-tier subsidiaries of Nabors that guarantee NII's revolving
credit facility but do not currently guarantee the Existing
Guaranteed Notes on the same basis as the guarantee of the Existing
Senior Priority Guaranteed Notes.
NII sold the Notes to the Initial Purchasers in reliance on the
exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended. The Initial Purchasers then
sold the Notes to (i) qualified institutional buyers pursuant to
the exemption from registration provided by Rule 144A and (ii)
pursuant to Regulation S under the Securities Act. NII relied on
these exemptions from registration based in part on representations
made by the Initial Purchasers in the Purchase Agreement.
The Notes are governed by an indenture, dated as of November 20,
2023, among NII, as issuer, the Guarantors, as guarantors, and
Wilmington Trust, National Association, as trustee. The Notes will
bear interest at an annual rate of 9.125% and will mature on
January 31, 2030. The Indenture includes customary covenants,
subject to significant exceptions, that limit the ability of Nabors
Bermuda and its subsidiaries to, among other things, incur certain
liens, enter into sale and leaseback transactions, incur debt and
engage in certain asset transfers. In the event of a Change of
Control Triggering Event with respect to the Notes, the holders of
the Notes may require NII to purchase all or a portion of their
Notes at a purchase price equal to 101% of the principal amount of
the Notes so purchased, plus accrued and unpaid interest, if any.
Prior to May 31, 2026, NII may redeem the Notes, in whole or in
part, at a price equal to 100% of the principal amount thereof plus
a "make-whole" premium and accrued and unpaid interest, if any. On
or after May 31, NII may redeem the Notes, in whole or in part, at
specified prices that decline over time, plus accrued and unpaid
interest, if any. In addition, NII may use the net cash proceeds of
one or more equity offerings to redeem up to 35% of the aggregate
principal amount of Notes prior to May 31, 2026, at a price equal
to 109.125% of the principal amount thereof plus accrued and unpaid
interest, if any.
The Notes are senior unsecured obligations of NII and will rank
pari passu in right of payment with all of NII's existing and
future unsubordinated debt and other obligations, except that the
Notes are (i) effectively junior in right of payment to any of
NII's existing and future secured obligations, including secured
obligations under the Revolving Credit Facility, to the extent of
the value of the collateral securing such obligations thereunder,
(ii) senior in right of payment to any of NII's future subordinated
debt and other obligations that are expressly subordinated to the
Notes and (iii) structurally subordinated to the obligations of
creditors, including trade creditors, of Nabors' subsidiaries that
do not guarantee the Notes.
The guarantees of the Notes are (i) senior unsecured obligations of
each Guarantor, other than the guarantees of the Lower Tier Notes
Guarantors, which are subordinate in right of payment to guarantees
by the Lower Tier Notes Guarantors of certain senior guaranteed
debt, (ii) rank pari passu in right of payment with all existing
and future senior obligations of the Guarantors that are not
subordinated in right of payment to the guarantees, other than the
guarantees of the Lower Tier Notes Guarantors, which are
subordinate in right of payment to guarantees by the Lower Tier
Notes Guarantors of certain senior guaranteed debt, (iii) senior in
right of payment to all future obligations of the Guarantors that
are expressly subordinated in right of payment of the guarantees,
(iv) effectively subordinated to all existing and future secured
obligations of the Guarantors to the extent of the value of the
property and assets securing such obligations, including secured
obligations under the Revolving Credit Facility, and (v)
structurally subordinated to any existing and future obligations of
any of such Guarantor's subsidiaries that are not Guarantors.
About Nabors
Nabors Industries Ltd. (NYSE: NBR) owns and operates land-based
drilling rig fleets and provides offshore platform rigs in the
United States and several international markets. Nabors also
provides directional drilling services, tubular services,
performance software, and innovative technologies for its own rig
fleet and those of third parties.
Nabors Industries reported a net loss of $307.22 million in 2022, a
net loss $543.69 million in 2021, a net loss of $762.85 million in
2020, a net loss of $680.51 million in 2019, a net loss of $612.73
million in 2018, and a net loss of $540.63 million in 2017.
* * *
Egan-Jones Ratings Company on May 19, 2023, maintained its 'CCC-'
foreign currency and local currency senior unsecured ratings on
debt issued by Nabors Industries Ltd.
NANO MAGIC: Continuing Losses Raise Going Concern Doubt
-------------------------------------------------------
Nano Magic Inc. disclosed in a Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
September 30, 2023, that there is substantial doubt about the
Company's ability to continue as a going concern within the next 12
months.
The Company explained it had losses from continuing operations and
net cash used by continuing operations of $2,003,577 and $1,057,794
for the nine months ended September 30, 2023 and a loss from
continuing operations of $2,448,637 and cash used by continuing
operations $1,488,818 for the nine months ended September 30,
2022.
Management cannot provide assurance that the Company will
ultimately achieve profitable operations, become cash flow positive
or raise additional capital.
For the three months ended Sept. 30, 2023, the Company incurred a
net loss of $699,675, compared to a net loss of $542,594 for the
same billing period in 2022.
A full-text copy of the Company's Form 10-Q Report is available at
https://tinyurl.com/ys6s6aje
About Nano Magic
Headquartered in Madison Heights, Michigan, Nano Magic Inc. --
www.nanomagic.com -- develops, commercializes and markets
nanotechnology powered consumer and industrial cleaners and
coatings to clean, protect, and enhance products for peak
performance. Consumer products include lens and screen cleaners
and coatings, anti-fog solutions, and household and automobile
cleaners and protective coatings sold direct-to-consumer and in
big
box retail.
Nano Magic reported a net loss of $2.10 million for the year ended
Dec. 31, 2022, compared to a net loss of $1.57 million for the year
ended Dec. 31, 2021.
As of Sept. 30, 2023, Nano Magic has $3.5 million in total assets
and $2.5 million in total liabilities.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 11, 2023, citing that the Company has recurring losses
from operations, negative cash flow from operations, and an
accumulated deficit. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
NASHFIT LLC: Files Amendment to Disclosure Statement
----------------------------------------------------
NashFit LLC, d/b/a Mayweather Fitness + Boxing Studio, submitted an
Amended Disclosure Statement for Chapter 11 Plan dated November 28,
2023.
The Debtor remains in control of its business and assets as a
debtor-in-possession.
As the Plan proposes a payment of all timely filed allowed claims
in full, the Debtor's equity holders shall retain their interests
in the reorganized Debtor.
The Debtor's assets consist primarily of its gym equipment,
leasehold improvements, and goodwill. As of the Petition Date, the
Debtor valued its gym equipment at $300,000; its goodwill at
$100,000; and its leasehold improvements at $200,000. The Debtor
does not have any accounts receivable as all members are
month-to-month memberships and paid as they become due.
One of the Debtor's principals, Matthew Shendell, holds ownership
interests in other business entities. These entities are not
affiliated with the Debtor other than the fact that Matthew
Shendell holds such interest.
Class 1 consists of the Allowed General Unsecured Claims of the
Debtor. The Debtor scheduled the following creditors as holding
general unsecured claims as against the Debtor:
* The Patch Boys of the Southeast in the amount of $25,000.00
* VU2013 RRHG LLC (Landlord) in the amount of $46,718.77
* As Patch Boys filed a claim (Claim No. 3) in the amount of
$43,736.71, which claim has not been objected to, it shall be an
allowed claim in the amount of $43,736.71.
* As the Landlord's claim is being paid in connection with the
Debtor's assumption of the Lease, no payments will be provided for
under the Plan. The Debtor notes that there is a significant
dispute between the Landlord and the Debtor as to the Landlord's
right to recover legal fees. This issue will need to be resolved by
an Order of the Bankruptcy Court. The Debtor shall pay to the
Landlord the legal fees either agreed to by and between the parties
or the amounts fixed by an Order of the Bankruptcy Court.
* Claim No. 3 shall be paid in full, without interest upon the
Effective Date of the Plan.
* Uline filed a claim (Claim No. 2) in the amount of $600.44.
Claim No. 2 shall be paid in full, without interest upon the
Effective Date of the Plan.
Class 1 is impaired under the Plan.
Upon the entry of the Confirmation Order, the Debtor shall have
received an investment from a third party which funds shall be
sufficient to pay the cure amount due and owing the Landlord; the
allowed costs of administration; any amounts that may be due and
owing to the United States Trustee and the distributions
contemplated under the Plan.
The Debtor will be operated by Matthew Shendell, DeJuan Blake and
Zac Smith. Mr. Shendell and Mr. Blake were both associated with the
Debtor prior to the Petition Date. Each will continue in their
roles as managers of the Debtor and Mr. Smith will join them. Mr.
Blake shall continue to receive a salary of $1,000.00 per week.
Based upon the revenues generated on a goingforward basis, Mr.
Shendell and Mr. Smith may also take a similar salary from the
Debtor.
A full-text copy of the Amended Disclosure Statement dated November
28, 2023 is available at https://urlcurt.com/u?l=4wCGVI from
PacerMonitor.com at no charge.
Attorneys for NashFit LLC:
Fred S. Kantrow, Esq.
The Kantrow Law Group, PLLC
732 Smithtown Bypass, Suite 101
Smithtown, NY 11787
Tel: (516) 703-3672
Email: fkantrow@thekantrowlawgroup.com
About Nashfit LLC
NashFit LLC, doing business as Mayweather Fitness + Boxing Studio,
is a Delaware limited liability company formed on or about April 1,
2021.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y.
Case No. 23-41999) on June 5, 2023, with as much as $1 million in
both assets and liabilities. Judge Nancy Hershey Lord oversees the
case.
The Debtor is represented by Fred S. Kantrow, Esq., at The Kantrow
Law Group, PLLC.
NASHVILLE SENIOR: Gets OK to Sell Assets to Nexus for $57.5MM
-------------------------------------------------------------
Nashville Senior Care, LLC and its affiliates received approval
from the U.S. Bankruptcy Court for the Middle District of Tennessee
to sell their assets in a private deal to Nexus Capital XIII, LLC,
scrapping a prior $41 million deal they made with Cascasis, LLC.
Nexus offered to buy the assets for $57.5 million and assume
additional liabilities.
The assets being sold include real property, inventory and personal
property used to operate the companies' businesses. Meanwhile,
certain contracts will be assumed by the companies and then
assigned to Nexus as part of the deal.
About Nashville Senior Care
Nashville Senior Care, LLC and affiliates are comprised of five
senior living communities and one Medicare-certified home health
agency affiliated with the Trousdale Foundation. All of the real
estate associated with the senior living communities is owned by
the Debtors.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug.
14, 2023. In the petitions signed by Thomas Johnson, executive
director, Nashville Senior Care disclosed $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Judge Marian F. Harrison oversees the cases.
The Debtors tapped McDonald Hopkins LLC as general bankruptcy
counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital,
Inc. as investment banker. Stretto, Inc. is the notice, claims and
balloting agent.
On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Womble Bond Dickinson (US), LLP and
Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors,
LLC as financial advisor.
Terri Cantrell is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
NEXTERA ENERGY: S&P Rates $750MM Senior Unsecured Notes 'BB'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating, and '3'
recovery rating to NextEra Energy Operating Partners L.P.'s (NEP)
proposed $750 million senior unsecured notes due 2029.
The company intends to use the net proceeds from these notes
primarily to refinance $750 million in senior unsecured maturities
due in July and September 2024 and to retire outstanding balances
on the revolver. Subsequent proceeds from the STX asset sale will
also retire maturities in 2024. S&P sees the transaction as
leverage neutral.
S&P said, "The stable outlook reflects our view that NEP's assets
will continue to operate under long-term contracts with mostly
investment-grade counterparties and generate predictable cash flows
to support the company's debt obligations. Importantly, our base
case assumes that the STX pipeline sale proceeds as expected. We
expect the company will continue to make acquisitions at a measured
pace that expand and diversify the existing portfolio. We see NEP's
financial risk profile as highly leveraged, reflecting our
expectation that leverage will increase and be about 5.5x-5.7x by
2025. We expect S&P Global Ratings-adjusted funds from operations
(FFO) to debt of about 15.5%-16.5%."
NOVVI LLC: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Novvi, LLC
2525 Independence Parkway South
Deer Park, TX 77536
Business Description: The Debtor was formed in 2011 as a joint
venture between Amyris, Inc. and Cosan US,
Inc. to develop, produce, market and sell
lubricant base oils from renewable
feedstocks. The Debtor's base oil
product, "Novaspec," used a combination of
farnesene and petroleum derived linear
olefins as monomers to create lubricant base
oils to meet high performance requirements
in the commodity lubricants space.
Chapter 11 Petition Date: December 3, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-90906
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: Matthew Okin, Esq.
David L. Curry, Jr., Esq.
Edward A. Clarkson, Esq.
Ryan A. O'Connor, Esq.
Kelly Killorin Edwards, Esq.
OKIN ADAMS BARTLETT CURRY LLP
1113 Vine St., Suite 240
Houston, TX 77002
Tel: (713) 228-4100
Email: mokin@okinadams.com
dcurry@okinadams.com
eclarkson@okinadams.com
roconnor@okinadams.com
kedwards@okinadams.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jason Wells as interim president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KJNZFJA/Novvi_LLC__txsbke-23-90906__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Lazard Freres & Co. LLC Professional $1,016,651
V#87 Services
30 Rockefeller Plaza
New York NY 10112
Mark Lund
Tel: 713-236-4639
Email: mark.lund@lazard.com
2. Harris County Assessor Property Taxes $367,993
PO Box 4622
Houston TX 77210-4622
Ann Harris Bennett
Tel: 713-274-8000
Email: tax.office@hctx.net
3. NEXTREAT Laboratories Regulatory $264,781
HU-Hajmasker V#87
Kulterulet major HRSZ 020/2
Hajmasker 8192
Hungary
Josef Magyar
Email: josef.magyar@nextreatlab.com
4. Cooley LLP Professional $230,048
US-San FranciscoV#87 Services
3 Embarcadero Center
20th Floor
San Francisco CA 94111
Kate Nichols
Tel: 650-843-5877
Email: ralpay@cooley.com
5. Honeywell Raw Material $180,331
US-Charlotte V#87
PO Box 70267
Chicago IL 60673
Cheryl Wilkinson
Tel: 713-392-1382
Email: cheryl.wilkinson@honeywell.com
6. TM Deer Park Services Waste Disposal $145,558
US-Deer Park,V#87
2525 Independence Parkway South
Deer Park TX 77536
Chris Lobue
Tel: 281-705-3174
Email: chris.lobue@vlses.com
7. Brown, Jeffrey A. Severance $138,729
Contact Information Claim
Intentionally Omitted
8. The Madison Group, LLC Professional $75,063
1730 Pennsylvania Avenue, NW Services
Suite 375
Washington DC 20006
Email: AStorch@madisongr.com
9. Ordiant Capital Advisors Professional $61,107
US-San Francisco V#87 Services
601 Montgomery St
Ste 820
San Francisco CA 94111
Shannon Morgan
Tel: 415-805-6782
Email: smorgan@ordiant.com
10. Bryan Cave LLP Professional $53,760
US-San Francisco V#87 Services
Three Embarcadero Center
7th Floor
San Francisco CA 94111
Roger Dellinger
Tel: 314-259-6562
Email: Roger.Dellinger@bclplaw.com
11. Harbor Bay Parkway Rent $41,399
V 87
PO Box 60148
City of Industry CA 91716
Email: atkinson@pacelineinvestors.com
12. Merchant & Gould Professional $29,955
150 South Fifth Street Services
Suite 2200
Minneapolis MN 55402
Tel: 612-332-5300
13. The Lahanas Group Regulatory $25,000
V#87
81 Orchard Street
Ramsey NJ 07446
Konnie Lahanas
Tel: 201-349-7545
Email: kostas@lahanas.com
14. GS Insulation & Scaffolding Plant $22,345
US-Houston Construction
4523 Almeda Genoa Rd.
Houston TX 77048
Gustavo Salinas
Tel: 832-329-1818
Email: gsinsulationnscaffolding@gmail.com
15. Texas Molecular Chemicals Rent $22,072
US-Deer Park, V
2525 Independence Parkway
South
Deer Park TX 77536
Chris Lobue
Tel: 281-705-3174
Email: chris.lobue@vlses.com
16. J Joseph Consulting Tax Service $18,599
V 87
21732 Hardy Oak Blvd
Suite 101
San Antonio TX 78258
Tel: 210-587-2788
Email: cclark@jjc.com
17. Sullivan Process Control Plant $17,786
PO Box 1706, 450 Covington Maintenance
Road
Haughton LA 71037
Robyn Hoskins
Tel: 318-266-8736
Email: rhoskins@sullivanprocess.com
18. ChemTreat Plant $12,826
US-Chicago V#87 Maintenance
5640 Cox Rd
Glen Allen VA 23060
Kayla Jackson
Tel: 804-935-2178
Email: Kayla.Jackson@chemtreat.com
19. Lok, Brent Professional $12,000
US#87 Services
Contact Information
Intentionally Omitted
Brent Lok
20. Ham, Langston & Brezina Tax Service $11,755
11550 Fuqua St
Houston TX 77034
David Borda
Tel: 281-617-0205
Email: dborda@hlb-cpa.com
21. JPMorgan Chase Bank, NA PPP Loan $10,000
270 Park Ave
New York NY 10017
Cristiana Pimentel
Tel: 281-848-3046
Email: cristiana.pimentel@chase.com
22. ABB Process Automation,US- Plant $9,363
Houston,V#87 Maintenance
P.O. Box 88868
Chicago IL 60695-1868
Lyndsey Forster
Tel: 764-414-1686
Email: lyndsey.forster@us.abb.com
23. IPFS Insurance Corp Insurance $7,888
PO Box 412086
Kansas City MO 64141
Jeff Baker
Tel: 816-410-6708
Email: Jeff.Baker@ipfs.com
24. Eggelhof Incorporated Plant $6,462
US-HoustonV#876462.93 Maintenance
PO Box 4346
Dept 171
Houston TX 7721
Gary Middleton
Tel: 713-923-9461
Email: houston@eggelhof.com
25. ISO Chem Storage $6,357
US-Houston V#87
11000 Beaumont Hwy
Houston TX 77078
Nhu Huynh
Tel: 713-673-3909
Email: nhuq@isochemsvc.com
26. SGH Consulting Professional $6,000
US-Marlboro V#87 Services
9 Sullivan Ct Marlboro
New Jersey NJ 07746
Steven Haffner
Tel: 908-672-8012
Email: sghaffn2015@gmail.com
27. Coastal Welding Suppy Inc Plant $5,795
US-Beaumont V#8 Maintenance
PO Box 3029
Beaumont TX 77704
Marilyn Marshall
Tel: 409-981-7700
Email: mmarshall@coastalws.com
28. Mass Flow Technology Plant $5,500
US-Baytown V#875500 Maintenance
3523 N Hwy 146
Baytown TX 77520
Karen Benitez
Tel: 281-427-7284
Email: kbenitez@massflowtechsolutions.com
29. Cherry Bekaert LLP Professional $4,987
V#874987.5 Services
PO Box 25549
Richmond VA 23260
Joe Haehner
Tel: 404-733-3289
Email: jochen.haehner@cbh.com
30. A&K Industrial Repair Plant $4,936
US-LaPorte,V#874936.22 Maintenance
8401 Mosley RD
Houston TX 77075
Craig A Dodds
Tel: 281-470-8848
Email: ankinds@aol.com
NUVEI TECHNOLOGIES: Moody's Rates Proposed First Lien Loans 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Nuvei
Technologies Corp.'s proposed senior secured first lien term loan
and revolving credit facility. The proposed credit facilities
refinance existing indebtedness that funded the acquisition of Paya
Holdings III, LLC in February 2023, and will keep leverage
approximately neutral. The Ba3 ratings on Nuvei's existing debt
facilities remain unchanged and Moody's expects to withdraw these
ratings upon full repayment at transaction close. Nuvei's Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating,
SGL-1 speculative grade liquidity rating (SGL), and stable outlook
are unchanged.
RATINGS RATIONALE
Nuvei's Ba3 CFR reflects solid growth prospects supported by
secular trends, strong profitability and a balanced financial
policy. The rating is constrained by modest business scale and ESG
and regulatory risks related to gambling. Nuvei's differentiated
business strategy focuses on several online-native merchant
verticals, and the company's competitive advantage stems from the
breadth and bespoke nature of its technology capabilities. High
customer integration and service complexity limits churn, and
capability differentiation provides wallet share and market share
growth opportunities.
The stable outlook reflects Moody's expectation that Nuvei will
continue to grow its revenue and EBITDA at least in the low teen
digits, leading leverage to approach 3.5x (Moody's adjusted) within
the next 12 months. It also assumes that to the extent further
debt-financed acquisitions are undertaken, Nuvei remains capable of
and committed to deleveraging below 4x within a 12-18 months
period.
The SGL-1 rating reflects Nuvei's very good liquidity position
comprising of approximately $130 million of cash pro forma for the
transaction, availability under the proposed $800 million revolving
credit facility, which is expected to be $200 million drawn at
transaction close, and Moody's expectation for more than $150
million of free cash flow (post-dividend) in the next year. The
revolving credit facility as proposed is subject to a financial
maintenance total net leverage covenant. Moody's projects the
company to maintain a sufficient cushion under the covenant as
proposed.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Nuvei expands its revenue scale
while maintaining consistent organic revenue growth with strong
profitability and leverage below 3x debt/EBITDA (Moody's adjusted).
An upgrade would also require the company to continue to build a
track record of conservative financial policies with respect to
future M&A financing and shareholder return initiatives.
The ratings could be downgraded if Nuvei's revenue or profitability
decline with financial leverage expected to be sustained above 4x
debt/EBITDA (Moody's adjusted).
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of 100% of EBITDA, plus unlimited
amounts subject to 4.0x total net leverage or as permitted subject
to specified exceptions in connection with acquisitions. There is
no inside maturity sublimit. There are no "blocker" provisions but
unrestricted subsidiaries' assets and EBITDA are subject to caps.
The credit agreement provides some limitations on up-tiering
transactions, requiring affected lender consent for amendments that
subordinate debt and liens.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Montreal, Canada, Nuvei is a leading global
payments technology provider to digital merchant businesses such as
regulated online gaming, financial services (e.g. insurance), and
online retail. The company operates in over 200 markets around the
world (local acquiring in 47 markets), facilitating payments in
about 150 currencies with over 650 payment methods.
NUVEI TECHNOLOGIES: S&P Rates $1.88BB New Senior Sec. Debt 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to the approximately $1.88 billion new senior
secured debt facilities, comprising an approximately $1.08 billion
senior secured first-lien term loan due in 2030 and a $800 million
revolving credit facility due 2028, proposed by Nuvei Corp.'s
subsidiaries, including Nuvei Technologies Corp., Paya Inc., and
Nuvei Technologies Inc., and Nuvei Services Ltd. as borrowers.
Nuvei has indicated that it expects to use the net proceeds from
this issuance and other available funds (combination of cash on
hand and revolver draw) to refinance all existing debt outstanding
(roughly $1.24 billion) and pay transaction fees and expenses. S&P
said, "While these intentions would constitute a leverage-neutral
transaction, our recovery expectations on these new facilities are
now moderately lower than those of the existing first-lien debt
under the current capital structure. This is due to the expansion
of the revolving credit facility to $800 million from $385 million
because the 85% utilization on the facility assumed in our
hypothetical default scenario results in approximately $350 million
and is only partially offset by the lower term loan balance being
proposed. Ultimately, though, our recovery rating has not
changed."
S&P's 'BB-' issuer credit rating and stable outlook on Nuvei are
unaffected by this leverage-neutral transaction.
ISSUE RATINGS--RECOVERY ANALYSIS
-- S&P's simulated default contemplates a payment default in 2027
from intensified competition in the concentrated payments space,
resulting in severe attrition of its client base and a failure to
expand into adjacent markets.
-- S&P's updated recovery analysis now assumes a capital structure
comprising the proposed approximately $1.08 billion term loan
facility due September 2030 and the proposed $800 million revolving
credit facility due September 2028.
-- S&P values Nuvei as a going concern, believing this would
maximize value to its creditors.
-- S&P applies a 6x EBITDA multiple to the assumed distressed
emergence EBITDA of about $196 million to derive an estimated gross
enterprise value of about $1.18 billion.
Simulated default assumptions
-- Simulated year of default: 2027
-- Emergence EBITDA: $196.1 million
-- EBITDA multiple: 6x
-- Gross enterprise value: $1.18 billion
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.12
billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Priority claims: None
-- Value available to first-lien debt claims: $1.12 billion
-- Secured first-lien debt claims: $1.77 billion
--Recovery expectations: 50%-70% (rounded estimate: 60%)
OPEN TEXT: Fitch Alters Outlook on 'BB+' LongTerm IDRs to Stable
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Open Text Corporation (OTEX) and its subsidiaries, Open
Text Holdings, Inc. and Open Text ULC at 'BB+'. The subsidiaries
and Open Text Corporation are co-borrowers on the secured revolver
(collectively all three entities are referred to as Open Text). The
Rating Outlook has been revised to Stable from Negative.
In addition, Fitch has affirmed the 'BBB-'/'RR1' rating on the
senior secured debt and the 'BB+'/'RR4' rating on the senior
unsecured debt of Open Text Corporation, and the 'BB+'/'RR4' rating
on Open Text Holdings, Inc.'s senior unsecured debt. Fitch has also
affirmed the 'BBB-'/'RR1' rating on the secured term loan of Open
Text Corporation.
Fitch has revised the Outlook to Stable from Negative, which
reflects the company's planned divestiture of its Application
Modernization and Connectivity (AMC) assets for $2.275 billion, or
$2.0 billion net of transaction costs and related taxes. Open Text
has publicly stated that it will direct 100% of net proceeds within
90 days of closing toward debt repayment, which the company expects
to occur in 4QFY24. Fitch now projects leverage to fall to just
over 3.1x at the end of FY24 assuming $2 billion of debt is repaid
before the closing of the fiscal year. With modestly lower EBITDA
in FY25, leverage is likely to be around 3.5x and declining to 3.2x
at the end of FY26. Fitch previously stated that it could revise
the Outlook to Stable if it expected leverage to be below 3.5x on a
sustained basis.
The 'BB+' rating is supported by Open Text's strong EBITDA margins,
its healthy liquidity position, and its ability to be a significant
generator of cash over the forecast horizon. Recurring revenues
were strong at 81% for FY23. The rating also considers the
company's growth which came via acquisitions rather than organic
growth. It also considers the need for the company to successfully
execute on its cost optimization plan to enhance margins and FCF.
KEY RATING DRIVERS
Divestiture Expedites Deleveraging: Open Text announced it will
sell its AMC assets to Rocket Software for $2.275 billion of cash.
Net proceeds are expected to be $2.0 billion. The AMC assets were
part of MicroFocus, which Open Text acquired in January 2023 for
$5.8 billion. Proceeds from the AMC divestiture will be used to
fully repay the term loan due 2025, which has a current balance of
$945 million, and the remaining proceeds will be used to reduce the
amount outstanding on the Acquisition Term Loan due 2030, which has
a current balance just under $3.6 billion. The closing is expected
to occur in 4QFY24 subject to regulatory and customary conditions.
Within 90 days of closing, Open Text intends to pay down
approximately $2.0 billion of debt.
Lower Leverage Forecast: Open Text's leverage ramped up
significantly with the $5.8 billion acquisition of MicroFocus,
which was largely funded with debt. With the divestiture of the AMC
assets and debt paydown, Fitch forecasts Open Text's leverage to be
approximately 3.0x-3.3x at the end of FY24 since it benefits from a
full year of EBITDA from AMC and Fitch assumes the paydown of debt
occurs before the fiscal year ends.
Fitch expects less EBITDA in FY25 due to having a full year without
the AMC assets and Fitch expects leverage to be in the range of
3.2x-3.5x. Fitch forecasts leverage to decline further in FY26 and
be in the range of 3.1x-3.4x barring any large debt funded
acquisitions. While Fitch believes leverage will decline, it is not
expected to fall below 2.5x during the rating horizon, which is one
of the sensitivities for positive rating action or a rating
upgrade.
FCF and FCF Margins Improving: Over the past four years, Open Text
generated significant FCF (after dividends), which averaged around
$600 million per year after dividends, and FCF margins averaged
nearly 17%. Fitch calculates FCF of just under $400 million in
FY23, improving to around $600 million in FY24 and growing over the
forecast horizon. In fiscal 2023, FCF margins were 7.2% as a result
of the Micro Focus acquisition; Fitch believes that FCF margins
will be around 10% in FY24 despite the sale of the AMC business and
FCF margins are expected to increase despite the company's dividend
payment which Fitch assumes will increase with time.
The company has historically generated strong cash from operations
(CFO) less capex to debt, which was approximately 20% in recent
years until FY23 when it declined to 7%. Fitch forecasts it to be
in the low double digits in FY24 and increasing to mid-single
digits beyond then.
Changes to the Operating Profile: The AMC business generated EBITDA
margins that were higher than Open Text's overall business and as a
result of the divestiture, Fitch now forecasts long-term adjusted
EBITDA margins to be 35% to 36%, down from 37% to 38%. However, the
deleveraging plan accelerates the company's financial flexibility
and management intends to increase its capital allocation toward
shareholder friendly activities such as dividend increases and
share repurchases.
Previously, Open Text intended to direct 20% of its TTM FCF to
shareholder friendly activities, and that will increase to 30% when
the company's financial flexibility returns with the debt
reduction. Management's aspirations for FY26 FCF (which is defined
by the company and is before dividends) has now come down to a
range of $1.2 billion to $1.3 billion from $1.5 billion previously.
With lower debt balances, Fitch's projections for CFO-capex to debt
remain largely unchanged despite the divestiture.
Continued Focus on Margin Expansion: Historically, Open Text has
had stronger EBITDA margins and top-line growth versus Micro Focus.
Open Text will have to continue to make improvements in the
remaining Micro Focus assets, which had experienced revenue
declines and margin contraction for the last few years leading up
to the acquisition. Open Text plans to bring Micro Focus' revenue
to an organic growth trajectory while improving its EBITDA margins
and cash flows. It has made progress thus far. AMC was focused on
mainframe and has stronger EBITDA margins than the overall Open
Text business.
Significantly Increased Scale: With the acquisition of Micro Focus
(and excluding AMC), Fitch projects that the combined company will
have total revenue of approximately $5.5 billion in FY25, up from
$3.1 billion in FY20. Historically, Open Text has maintained strong
recurring revenue, consisting of cloud services and subscriptions
and customer support, with 81% recurring revenue in fiscal 2023.
DERIVATION SUMMARY
Open Text's 'BB+' rating reflects its size and scale, which nearly
doubled with the Micro Focus acquisition. It also reflects
expectations for leveraging, which is now accelerated with the
divestiture of AMC. The company's rating is the same as Gen Digital
Inc. (BB+/Negative), which has much stronger EBITDA margins of
around 50%. Fitch estimates Open Text has EBITDA margins in the
mid-30% range. Gen Digital differs from Open Text significantly in
its strong focus in the consumer market.
Both Open Text and Gen Digital have had leverage over 3.5x, which
is high for the 'BB+' rating. Open Text has a Stable Outlook since
it is expected to have leverage decline below 3.5x over the next
several quarters. Gen Digital has a Negative Outlook since its
deleveraging is expected to happen more slowly. Fitch forecasts
leverage in the 3.5x-4.0x range by the end of fiscal 2024 on April
1. Should it focus on debt reduction, Gen Digital could have
leverage under 3.5x by the end of fiscal 2025.
Fitch rates Open Text and its subsidiaries, Open Text Holdings,
Inc. and Open Text ULC on a consolidated basis, using the weak
parent/strong subsidiary approach based on the entities operating
as a single enterprise with strong legal and operational ties.
KEY ASSUMPTIONS
- Revenues for Open Text will be just under $6 billion in FY24 and
then decline by about $500 million in FY25, reflecting the
divestiture of the AMC business. Beyond then, Fitch projects
low-single-digit growth;
- After adjusted EBITDA margins of 32.4% in FY23, Fitch assumes
that margins expand in FY24 to the mid-30's and remain around there
in the forecast period;
- Dividend growth continues and is forecast to be in the low double
digits;
- Fitch assumes share repurchases throughout the forecast horizon;
- Fitch forecasts that cash builds on the balance sheet and is
directed to sizable acquisitions in FY26 and FY27.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch's expectation of EBITDA leverage below 2.5x on a sustained
basis;
- (CFO-capex)/debt above 17.5% on a sustained basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Should Fitch expect leverage to exceed 3.5x on a sustained basis,
Fitch may downgrade the rating by one notch;
- (CFO-capex)/debt below 10% on a sustained basis;
- Evidence of negative organic revenue growth;
- Significant debt-financed acquisitions or share repurchases that
significantly weaken the company's credit profile for a prolonged
period of time.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Open Text had total liquidity of $1.57
billion at Sept. 30, 2023, consisting of $920 million of cash on
the balance sheet and revolver availability of $650 million. In
October 2023, Open Text repaid the $100 million balance on the
revolver.
The $750 million revolver is current and due in October 2024, and
Fitch assumes that Open Text can successfully put in place a new
revolver. This, along with Fitch's expectation for significant FCF
and expected debt repayment, supports Open Text's liquidity. The
company's nearest maturity occurs in May 2025, with $930 million
due on the amortizing term loan.
ISSUER PROFILE
Open Text Corporation offers customers information management
through cloud-based solutions. It also offers licenses, customer
support and professional services such as consulting. In FY23 (FY
ends June 30), the company generated 62% of its revenues from the
Americas, 29% from EMEA, and 9% from Asia Pacific.
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
----------- ------ -------- -----
Open Text Holdings,
Inc. LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
senior secured LT BBB- Affirmed RR1 BBB-
Open Text
Corporation LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
senior secured LT BBB- Affirmed RR1 BBB-
Open Text ULC LT IDR BB+ Affirmed BB+
senior secured LT BBB- Affirmed RR1 BBB-
ORETEST INTERNATIONAL: Hires Alt Key PLLC as Accountant
-------------------------------------------------------
Oretest International, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to employ The Alt Key, PLLC as
accountant.
The firm will assist the Debtor in the preparation of necessary tax
returns, financial statements, monthly operating reports and
provide other accounting matters that may require assistance during
the course of the Chapter 11 bankruptcy proceeding.
The firm will be paid at these rates:
Partners $350 per hour
Managers $310 per hour
Support Staffs $75 to $150 per hour
The retainer is $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven J. Parker, CPA, a partner at The Alt Key, PLLC, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Steven J. Parker, CPA
The Alt Key, PLLC
3514 N Power Rd Suite 101
Mesa, AZ 85215
Tel: (480) 558-4400
Fax: (480) 558-4415
About Oretest International, LLC
Oretest International LLC owns a commercial real property located
at 1108 West 4th Street, Benson, Arizona valued at $450,000 based
on Debtor's opinion.
Oretest International LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06280) on
September 11, 2023. In the petition filed by David John Clare, as
managing member, the Debtor reports total assets of $1,331,500 and
total liabilities of $605,033.
Honorable Bankruptcy Judge Scott H. Gan handles the case.
The Debtor is represented by Allan D. NewDelman, Esq. of ALLAN D.
NEWDELMAN, P.C.
OVAL SQUARED: Court OKs Cash Collateral Access Thru Jan 2024
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized The Oval Squared Inc. to use cash
collateral on an interim basis, in accordance with the budget, with
a 10% variance, through January 8, 2024.
A search in the Texas Secretary of State shows that allegedly
secured positions in cash collateral are held by (1) Sunflower Bank
fka Pioneer Bank; (2) U.S. Small Business Administration; (3)
Unknown Creditor; (4) Unknown Creditor; and (6) Kalamata.
As adequate protection, all creditors are granted replacement liens
on all post-petition cash collateral and post-petition acquired
property to the same extent, validity, and priority they possessed
as of the Petition Date.
Besides those creditors set forth in the UCC list, other holders of
allowed secured claims with a perfected security interest in cash
collateral are entitled to a replacement lien in postpetition
accounts receivable, contract rights, and deposit accounts to the
same extent allowed and in the same priority as those interests
held as of the Petition Date.
The adequate protection liens in cash collateral are subject in all
respects to the carve out in an amount equal to the sum of (i) all
fees required to be paid Subchapter V Trustee, or the U.S. Trustee
under Section 1930(a) of title 28 of the U.S. Code plus interest at
the statutory rate; (ii) all reasonable fees, costs, and expenses
incurred by a trustee under Section 726(b) of the Bankruptcy Code
in an amount not exceeding $15,000; and (iii) to the extent allowed
by the Court on an interim or final basis at any time, all unpaid
fees, costs, and expenses of the professionals retained by the
Debtor under Section 327 of the Bankruptcy Code.
A final hearing on the matter is set for January 8, 2024 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=JfN0cs
from PacerMonitor.com.
About The Oval Squared Inc
The Oval Squared Inc. owns and operates a car wash business which
involves providing cleaning and maintenance services for vehicles.
This typically includes washing, waxing, and detailing the exterior
of cars, as well as cleaning the interior. Some car washes may also
offer additional services such as polishing, vacuuming, and odor
removal.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34620) on November
28, 2023. In the petition signed by Tristan Williams, director, the
Debtor disclosed $1,624,704 in assets and $5,086,467 in debts.
Judge Eduardo V. Rodriguez oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
PALMER DRIVES: Updates SBA Secured Claim Pay; Files Amended Plan
----------------------------------------------------------------
Palmer Drives Controls & Systems, Inc., submitted a Second Amended
Subchapter V Plan of Reorganization dated November 27, 2023.
The Plan provides that Claims and Interests of all Classes shall be
allowed only if evidenced by a timely filed Proof of Claim or
Interest or which otherwise appear in the Schedules filed by the
Debtor and are not scheduled as disputed, contingent or
unliquidated unless subsequently allowed by the Court.
Class 2 consists of the U.S. Small Business Administration Claim,
or its successors or assigns. The Debtor's obligations to the SBA
shall be treated in accordance with terms of the Note dated January
20, 2021 (as modified by the 1st Modification of Note dated March
16, 2022) and the Amended Security Agreement dated March 16, 2022
(together the "SBA Loan Documents"). The SBA may send monthly
statements to the Debtor for amounts due under the SBA Loan
Documents. The Class 2 Secured Claim is unimpaired.
Class 4(a) consists of the general unsecured creditors of the
Debtor who hold Allowed Claims of $3,000 or less. Class 4(a) shall
receive payment in full of its Allowed Claim on or before six
months after the Effective Date of the Plan from the monies
deposited into the Unsecured Creditor Account.
Class 4(b) consists of general unsecured creditors of the Debtor
who hold Allowed Claim of greater than $3,0000. Class 4(b) shall
receive payment of their Allowed Claims:
* Any Class 4(b) claimant who holds an Allowed Claim may
reduce its Claim to $3,000 and be treated as a Class 4(a)
claimant.
* Holders of Class 4(b) Allowed Claims shall share on a Pro
Rata basis monies deposited into the Unsecured Creditor Account.
Upon the first full month following the Effective Date of the Plan
and every month until Administrative Claims are paid in full and
then for the remainder of the Term of the Plan the Debtor will
every month in accordance with the terms of this Plan deposit for
the five year term of the Plan: (a) during the first year of the
Plan $26,374; (b) during the second year of the Plan $26,008; (c)
during the third year term of the Plan $28,952; (d) during the
fourth year of the Plan $27,016 and (e) during the fifth year of
the Plan $26,654. At the end of each calendar quarter, the balance
of the Unsecured Creditor Account will be distributed to the
holders of Allowed Administrative Claims on a Pro Rata basis until
such time as all holders of Allowed Administrative Claims have been
paid in full, and then will be distributed to Class 4(b) general
unsecured creditors that hold Allowed Claims on a Pro Rata basis,
less the payment made to Class 4(a).
* All funds recovered by the Debtor on account of Avoidance
Actions shall be distributed to Allowed Administrative Claims until
paid in full and then to Class 4(a) until paid in full and then
Class 4(b) claimants holding Allowed Claims on a pro-rata basis,
net of attorneys' fees and costs. Whether or not the Debtor pursues
any Avoidance Actions shall be up to the Debtor and the decision to
pursue such claims shall be discretionary with the Debtor.
The funding for the Plan will come from the Debtor's continued
operations. As detailed in the Projections, the Debtor will have
sufficient cash on hand and profits during the term of the Plan to
satisfy its Plan obligations. The Debtor has sufficient cash on
hand to pay Administrative Claims and Tax Claims in full on them
Effective Date of the Plan.
A full-text copy of the Second Amended Plan dated November 27, 2023
is available at https://urlcurt.com/u?l=QUUqlR from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Aaron A. Garber, Esq.
David J. Warner, Esq.
Wadsworth Garber Warner Conrardy, PC
2580 West Main Street, Suite 200
Littleton, CO 80120
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: agarber@wgwc-law.com
dwarner@wgwc-law.com
About Palmer Drives Controls and Systems
Palmer Drives Controls and Systems, Inc., is a nationally
recognized manufacturer of industrial electrical control equipment,
including magnetic motors starters and industrial controls panels.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 23-13002) on July 10,
2023. In the petition signed by Lynn Weberg, president, the Debtor
disclosed $3,328,915 in assets and $3,118,969 in liabilities.
Judge Joseph G Rosania, Jr. oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C.,
is the Debtor's legal counsel.
PANZER BUILDING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Panzer Building Corp.
544 E 86th St #14E
New York,NY 10028-7523
Business Description: The Debtor owns a mixed-used apartment
building located at 651 West 169th Street,
New York, NY. The Property is located in
the immediate vicinity of Columbia
Presbyterian Hospital and is improved by a
five-story elevator building with 20
residential apartments and two commerical
stores, including a Subway fast food
restaurant and Premier Deli.
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-11924
Judge: Hon. John P. Mastando III
Debtor's Counsel: Kevin Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Ave
New York, NY 10017-5690
Email: knash@gwfglaw.com
Total Assets: $8,064,000
Total Liabilities: $6,660,619
The petition was signed by Nancy J. Haber as authorized
representative.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PZKEPKQ/Panzer_Building_Corp__nysbke-23-11924__0001.0.pdf?mcid=tGE4TAMA
PAR KING: Jeanette McPherson Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 17 appointed Jeanette McPherson, Esq.,
at Fox Rothschild, LLP, as Subchapter V trustee for Par King LV,
LLC.
Ms. McPherson will be paid an hourly fee of $625 for her services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. McPherson declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanette McPherson, Esq.
Fox Rothschild, LLP
1980 Festival Plaza Drive, Suite 700
Las Vegas, NV 89135
Phone: (702) 699-5923
Email: TrusteeJMcPherson@FoxRothschild.com
About Par King LV
Par King LV, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Nev. Case No. 23-14989) on Nov. 10,
2023, with $100,001 to $500,000 in both assets and liabilities.
Judge Hilary L. Barnes oversees the case.
Ryan A. Andersen, Esq., at Andersen & Beede represents the Debtor
as legal counsel.
PARKLAND CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has affirmed Parkland Corporation Inc.'s
Ba2 corporate family rating, its Ba2-PD probability of default
rating and Ba3 senior unsecured notes rating. The company's SGL-2
speculative grade liquidity rating remains unchanged. The outlook
is maintained at stable.
"The Ba2 affirmation reflect Parkland's growing operational
performance and good integration of acquisitions that has led to
more comfortable levels of financial leverage," said Moody's
analyst Dion Bate. "Moody's expect Parkland to continue to grow
organically and drive down financial leverage, with debt to EBITDA
falling toward 3x by the end of 2025 from current levels of 3.6x."
RATINGS RATIONALE
Parkland's rating benefits from: (1) a strong market presence as a
fuel marketer in both Canada and the Caribbean, and a growing
presence in the US supported by good brand recognition; (2) free
cash flow of around C$500 million in 2024, which Moody's expects
will be used to reduce revolver drawings and opportunistic share
buybacks; (3) established supply channels in key geographies due to
significant scale that provides competitive advantages in sourcing
products and creating barriers to entry; and (4) geographic
diversification within Canada and outside, with about 40% of its
EBITDA generated outside of Canada.
Constraints to Parkland's rating include: (1) Moody's adjusted
debt/EBITDA of 3.6x which is expected to decline toward 3x by 2025
through a combination of organic EBITDA growth and lower revolver
utilization; (2) exposure to fuel volume risk leaves it vulnerable
to shifts in market demand and long-term secular decline in fuel
consumption; and (3) volatility tied to cash flow from the refinery
operations and supply logistics business (involving the purchase,
sale and storage of fuel products).
Parkland has good liquidity (SGL-2). Parkland's total liquidity
sources are around C$2.2 billion, and no projected uses through
2024. As at September 30, 2023, Parkland had C$283 million of
unrestricted cash and around C$1.4 billion available under its
C$1.6 billion revolving credit facility and $250 million bilateral
operating facility, both expiring April 2027. Moody's expects
around C$500 million in free cash flow through 2024. Moody's
expects Parkland to remain in compliance with its three financial
covenants. The company has some flexibility to generate liquidity
from asset sales. Parkland has no near term debt maturities, with
the next maturity in 2026. Parkland has a $400 million term loan
due in April 2024 which Parkland intend to convert, at its option,
into the revolving and operating facility loans within the credit
facility.
The senior unsecured notes are rated Ba3, one notch below the Ba2
CFR, because of the priority ranking revolving credit facility.
The stable outlook reflects Moody's expectation that Parkland's
financial leverage (Moody's adjusted Debt/EBITDA) will trend toward
3x in 2025 through organic growth and cost synergies from prior
year acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Parkland continues to execute on
its growth strategy with the proportion of refinery EBITDA
sustained below 20%, generates strong positive free cash flow and
debt to EBITDA is sustained below 3x, and not above 3.5x
temporarily for acquisitions.
The ratings could be downgraded if debt to EBITDA is sustained
above 4x or if Parkland is likely to sustain negative free cash
flow and weakening liquidity.
Parkland Corporation, headquartered in Calgary, Alberta, is a large
retailer, marketer and distributor of fuel and petroleum products
servicing both retail and commercial customers across Canada, USA
and the Caribbean regions. Parkland's retail and commercial network
includes close to 3,500 retail service stations, 310 M&M Food
Market locations and 217 commercial cardlock sites. Furthermore,
the company owns and operates the Burnaby refinery (55,000 barrels
per day capacity) in the Greater Vancouver Area, and manages
strategic distribution and storage infrastructure across North
America.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru Jan 2024
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
McAllen Division, authorized Peace Equipment LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance, through January 3, 2024.
Specifically, the Debtor is authorized to use cash collateral to
meet the ordinary cash needs of the Debtor (and for such other
purposes as may be approved in writing by the Secured Lenders) for
the payment of:
a. reasonable and necessary operating expenses incurred in the
ordinary course of business;
b. maintenance and preservation of property of the estate;
c. payroll; and
d. payment of expenses associated with the Chapter 11 case,
including United States Trustee's fees, Subchapter V Trustee's fees
and professional fees and expenses incurred in the administration
of the bankruptcy case.
Commercial Credit Group, Corporate Service Corp., Pathward
Financial, Inc. f/k/a Crestmark TPG, LLC, CT Corporate System,
Mulligan Funding (Corporate Service Corp.), Northeast Bank, Vox
Funding (Corporate Service Corp), TBK, Paccar Financial,
TransLease, Inc., Balboa Capital and BMO Harris Bank, N.A. have
UCC-1 financing statements filed against the Debtor.
As of the Petition Date, the Debtor owed funds to the Secured
Lenders for various loans.
The Debtor is directed pay to each of these adequate protection
payments:
a. TBK Bank, SSB
The Debtor will pay to TBK Bank, FSB on or before December
29, 2023, the amount of $4,750 relative to one 2021 Kenworth W990
tractor, one 2021 Kenworth T680 tractor, two 2021 Utility
Refrigerated Trailers with Carrier Units and three 2022 Utility
Refrigerated Trailers with Carrier Units.
b. Commercial Credit Group
The Debtor will pay to Commercial Credit Group the amount
of $7,595 on or before December 29, 2023, for one 2018 Utility
VS2RA refrigerated trailer with Carrier unit; three 2019 Utility
VS2RA refrigerated trailers with Carrier units; one 2020 Utility
refrigerated trailer with Carrier unit; one 2022 Utility
Refrigerated Trailer with Carrier unit; one 2017 Kenworth T660
sleeper tractor; three2019 Kenworth T680 sleeper tractors; one 2020
Kenworth T680 sleeper tractor; and one 2019 Kenworth W900 sleeper
tractor.
c. Paccar Financial
The Debtor will pay to Paccar Financial the amount of
$2,245 on or before December 29, for one Kenworth 2020 T680
tractor, one 2021 Kenworth W990 tractor and for one 2023 Kenworth
T680 tractor.
d. TransLease
The Debtor will pay to TransLease the amount of $1,170 on
or before December 29, 2023 for one 2022 Kenworth T680 tractor.
e. Acentium
The Debtor will pay to Acentium the amount of $4,680 on
or before December 29, 2023 for three 2022 Kenworth T680 tractors
and one 2022 Kenworth W900.
f. Sumitomo Mitsui Financial Leasing
The Debtor will pay to Sumitomo Mitsui Financial Leasing
the amount of $1,470 on or before December 29, 2023 for one 2023
Kenworth T680 tractor.
g. BMO Harris Bank
The Debtor will pay to BMO Harris Bank the amount of
$1,875 on or before December 29, 2023 for one 2020 Kenworth T680
tractor and two 2020 Utility trailers.
h. Balboa Capital Corporation
The Debtor will pay to Balboa Capital Corporation the
amount of $1,470 on or before December 29, 2023 for one 2023
Kenworth T680 tractor.
The Secured Lenders are granted postpetition liens against the same
types of property of the Debtor, to the same validity, extent and
priority, as existed as of the Petition Date, wherever located,
effective nunc pro tunc as of the Petition Date. The liens will be
deemed for all purposes to have been properly perfected, without
filing, as of the Petition Date.
These events constitute an "Event of Default":
(i) The Debtor violates or fails to timely satisfy,
post-petition, any term or condition of the Agreed Order;
(ii) A Chapter 11 trustee or examiner is appointed without the
consent of any Secured Creditor (except for the subpart V
trustee);
(iii) The Debtor sells or encumbers any item of property subject
to the Secured Creditors liens (including, without limitation, the
cash collateral), without the prior written consent of such Secured
Creditors or court authorization, except for those accounts
receivable sold to Phoenix;
(iv) The Debtor's Chapter 11 proceeding is converted to a
Chapter 7 proceeding or dismissed; or
(v) Insurance required under the loan agreements is allowed to
lapse by the Debtor, or is otherwise terminated.
To the extent that the Replacement Liens previously provided to the
Secured Lenders under the First Interim Cash Collateral Order and
Second Interim Order or hereunder prove inadequate to protect the
Secured Lenders from a demonstrated diminution in the value of its
collateral from the Petition Date, then the Secured Lenders are
granted an administrative expense claim under 11 U.S.C. Section
503(b) with priority in payment under 11 U.S.C. Section 507(b) save
and except payments for the subpart V Trustee and fees for counsel
of the Debtor.
A further hearing on the matter is set for January 3, at 9 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=g9D3MW from PacerMonitor.com.
The Debtor projects $419,000 in total revenue and $391,334 in total
expenses for 30 days.
About Peace Equipment, LLC
Peace Equipment, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24,
2023. In the petition signed by Alejandro G. Mascorro, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Reese W. Baker, Esq., at Baker and Associates, represents the
Debtor as legal counsel.
PEACE EQUIPMENT: Says 2nd Amended Plan Addresses Concerns
---------------------------------------------------------
Peace Equipment, LLC, submitted a Second Amended Plan of
Reorganization for Small Business dated November 28, 2023.
The Debtor has worked with many of the creditors to develop this
amended plan. The Debtor believes that this amended plan addresses
the concerns of many of the creditors and allows the Debtor an
opportunity to move forward.
This Plan of Reorganization proposes to pay Debtor's creditors from
the cash flow generated in the ordinary course of the Debtor's
business after confirmation.
Class 1 consists of the allowed secured claim for ad valorem taxes
owed to Hidalgo County, et al. Peace will pay the past due ad
valorem taxes in full no later than May 23, 2028, at an interest
rate of 12% per annum. Notwithstanding anything to the contrary
contained within the Plan, the Secured Tax Claim of Hidalgo County
(the "County") shall be paid by the Debtor, in equal monthly
installments, commencing on the Plan's Effective Date and ending
sixty months from the petition date as set forth on the Payments
chart. The Claims shall bear interest at the statutory rate of 12%
per annum from the date of filing of this case until said taxes are
paid in full.
The County shall retain all liens until such taxes are paid in
full. Default shall occur if one monthly installment due to the
County under the confirmed Plan is not paid by Debtor or if post
confirmation taxes are not paid timely pursuant to state law. In
the event of default the County shall send written notice of
default to Debtor's attorney and Debtor. If the default is not
cured within 20 days after notice of the default is mailed, the
County may proceed with state law remedies for collection of all
amounts due under state law pursuant to the Texas Property Tax
Code. The Debtor has the opportunity to cure 2 times during any
18-month time period. In the event of a third default in any
18-month time period, the County may proceed with the state law
remedies for collection of all amounts due under state law pursuant
to the Texas Property Tax Code.
Class 2 consists of the allowed secured claim of First Citizens
Bank & Trust. Peace will pay the monthly payments of $175 until the
amount of the claim is paid with interest at 8.5 % per annum. At
such time, the property will be owned by the Debtor. Within 30
days of plan completion and payments under the plan, the Class 2
creditor must execute and deliver to the Debtor releases of all
liens, security interests and encumbrances on any property of the
Debtor and any collateral for any loans to the Debtor.
Class 7 consists of the allowed secured claim of Northeast Bank and
acquired from Independence Bank. Peace will pay the value of the
collateral in Class 7 in full by no later than May 23, 2028.
Northeast Bank valued its collateral at $16,590. The secured claim
for the retained collateral will be paid in approximately equal
monthly installments at 8.5% per annum interest for 60 months from
the Effective Date. The payment of the collateral value shall be
deemed full payment of the secured claim. Any remaining amounts
shall be treated as an unsecured claim in Class 14.
Class 9 consists of the allowed secured claim of Paccar Financial
Corp. Peace will pay the amounts for Class 9 in full satisfaction
of the secured claim of Paccar. Peace will pay Paccar the amount
of $2,245 per month for six months following the Effective Date of
Confirmation in accordance with the "Payments." The amount of
$785.05 per month shall be for the 2020 Kenworth T680 and $1,486.95
per month shall be for the 2023 Kenworth T680. Thereafter, Peace
will pay Paccar the amount of $1,418.10 per month for the 2020
Kenworth T680 and $2,781.67 per month for the 2023 Kenworth T680
for 54 months. Such amounts shall be in full satisfaction of the
secured Class 9 Claim. Within 30 days of plan completion and
payments under the plan, the Class 9 creditor must execute and
deliver to the Debtor releases of all liens, security interests and
encumbrances on any property of the Debtor and any collateral for
any loans to the Debtor. Other terms for the payment and remedies
for Class 9. Any further amounts claimed by Paccar shall be paid
as an unsecured claim in Class 14.
Class 13 consists of the allowed secured claim of Sumitomo. Peace
will pay the amounts as set forth herein for Class 13 in full
satisfaction of the secured claim of Sumitomo. Peace will pay
Sumitomo the amount of $1,470 per month for six months following
the Effective Date of Confirmation in accordance with the
"Payments." Thereafter, Peace will pay Sumitomo the amount of
$2,775.93 per month for 54 months. Such amounts shall be in full
satisfaction of the Class 13 Claim. Within 30 days of plan
completion and payments under the plan, the Class 13 creditor must
execute and deliver to the Debtor releases of all liens, security
interests and encumbrances on any property of the Debtor and any
collateral for any loans to the Debtor. Other terms for the
payment and remedies for Class 13. Any remaining amounts shall be
treated as an unsecured claim in Class 14.
Like in the prior iteration of the Plan, Peace will pay the
projected disposable income for 60 months following the Effective
Date to creditors in this class with allowed general unsecured
claims.
A full-text copy of the Second Amended Plan dated Nov. 28, 2023 is
available at https://urlcurt.com/u?l=8wYaWA from PacerMonitor.com
at no charge.
Attorney for Debtor:
Reese Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, Texas 77024
(713) 979-2279
(713) 869-9100 Fax
About Peace Equipment
Peace Equipment, LLC, is a commercial trucking company that
provides commercial truck services across the United States.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24,
2023. In the petition signed by Alejandro G. Mascorro, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Reese W. Baker, Esq., at Baker and Associates, is the Debtor's
legal counsel.
PENNSYLVANIA REAL ESTATE: Owner Preps Up 2nd Bankruptcy
-------------------------------------------------------
Erin Hudson and Reshmi Basu of Bloomberg News reports that mall
owner Pennsylvania Real Estate Investment Trust (PREIT) is
preparing to go bankrupt for the second time since 2020 and is
seeking funding for the process, according to people with knowledge
of the matter.
The shopping mall owner may seek Chapter 11 protection in the near
term, said the people, who asked not to be named because the matter
is private. Advisers have been sounding out investor interest in
providing fresh financing to PREIT as part of the bankruptcy, they
said.
A representative for PREIT declined to comment.
About Pennsylvania Real Estate
Pennsylvania Real Estate Investment Trust is a Pennsylvania
business trust founded in 1960 and one of the first equity real
estate investment trusts ("REITs") in the United States. It has a
primary investment focus on retail shopping malls located in the
eastern half of the United States, primarily in the Mid-Atlantic
region. PREIT currently owns interests in 23 retail properties, of
which 22 are operating properties and one is a development
property.
PREIT and certain of its affiliates filed a voluntary Chapter 11
petition in the United States Bankruptcy Court for the District of
Delaware (Bankr. D. Del. Case No. 20-12737) on Nov. 1, 2020, and
quickly emerged from bankruptcy in December 2020 after winning
confirmation of its prepackaged Chapter 11 plan.
In the Chapter 11 cases, the Debtors tapped DLA Piper LLP (US) LLP
and Wachtell, Lipton, Rosen & Katz as their legal counsel, and PJT
Partners LP as their financial advisor. Prime Clerk was the claims
agent.
PREIT reported a net loss of $150.57 million in 2022 following a
net loss of $135.87 million in 2021.
Philadelphia, Pennsylvania-based BDO USA, LLP, PREIT's auditor
since 2022, issued a "going concern" qualification in its report
dated March 27, 2023, citing that PREIT has two secured credit
agreements maturing in December 2023 which raises substantial doubt
about its ability to continue as a going concern.
PETROLIA ENERGY: Recurring Losses Raise Going Concern Doubt
-----------------------------------------------------------
Petrolia Energy Corporation disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended September 30, 2023, that there is substantial doubt
about its ability to continue as a going concern.
According to the Company, it has suffered recurring losses from
operations and currently has a working capital deficit. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
"As of September 30, 2023, we had total current assets of $927,232
and total assets of $7,835,420. Our total current liabilities as of
September 30, 2023 were $8,855,003 and total liabilities were
$11,314,953. We had negative working capital of $7,927,771 as of
September 30, 2023. All of our notes payable are past their
maturity dates, and we owe a balance to the operator of the Utikuma
asset," the Company stated.
"Our material asset balances are made up of oil and gas properties
and related equipment. We also held $584,615 of cash, and $341,716
of held-for-trading securities. Our most significant liabilities
are notes payable and notes payable related party of $3,263,703
along with accounts payable and accrued liabilities totaling
$5,591,300. Our largest accounts payable balance is with the
operator of the Utikuma asset. The largest accrued liabilities are
$465,502 of accrued interest on notes payable and $935,177 owed to
related parties for board fees and other compensation."
"Net cash used in operating activities was $695,457 for the nine
months ended September 30, 2023 compared with providing cash of
$1,852,030 for the nine months ended September 30, 2022. The
primary cause for the change is that in 2022, we took our revenue
in kind for our Utikuma asset, receiving the payment directly from
the purchasers of our product from May through July of 2022. The
operator of our Utikuma asset reverted back to netting our revenue
with expenses in August of 2022. We have also paid down debt and
paid increased legal and auditing fees in 2023 compared to 2022."
"Net cash provided by investing activities was $489,951 for the
nine months ended September 30, 2023, and $0 for the nine months
ended September 30, 2022. The change is due to the sale of stock
received from our convertible debenture with Prospera Energy."
"Net cash used in financing activities was $637,521 for the nine
months ended September 30, 2023; and net cash used in financing
activities was $246,639 for the nine months ended September 30,
2022. We have continued to pay down debt since 2022, and net cash
provided by financing activities for 2023 and 2022 was mainly
associated with the repayment of notes payable and related notes
payable."
"During the nine months ended September 30, 2023, the Company
operated at a negative cash flow from operations of approximately
$77,000 per month, and our auditors have raised a going concern."
"We plan to increase revenues by working over existing wells and
are also seeking to reduce general and administrative expenses and
resolve ongoing litigation. However, we may need to raise
additional funds to workover wells through the sale of our
securities, through loans from third parties or from third parties
willing to pay our share of drilling and completing the wells. We
do not have any commitments or arrangements from any person to
provide us with any additional capital."
"If additional financing is not available when needed, we may need
to cease operations. There can be no assurance that we will be
successful in raising the capital needed, including to recomplete
oil or gas wells, nor that any such additional financing will be
available to us on acceptable terms or at all."
"Management believes that actions presently being taken to obtain
additional funding provide the opportunity for the Company to
continue as a going concern. The accompanying financial statements
have been prepared assuming the Company will continue as a going
concern; no adjustments to the financial statements have been made
to account for this uncertainty."
For the nine months ended Sept. 30, 2023, the Company incurred a
net loss of $1,671,210 compared to a net loss of $1,361,700 for the
same period in 2022.
A full-text copy of the Company's Form 10-Q Report is available at
https://tinyurl.com/4syhwfhh
About Petrolia
Petrolia Energy Corporation is engaged in the exploration and
development of oil and gas properties. Since 2015, the Company has
established a strategy to acquire, enhance and redevelop
high-quality, resource in place assets. As of 2018, the Company
has included strategic acquisitions in western Canada while
actively pursuing the strategy to execute low-cost operational
solutions, and affordable technology.
As of Sept. 30, 2023, Petrolia has $7,835,420 in total assets and
$11,314,953 in total liabilities.
PHUNWARE INC: Recurring Losses Raise Going Concern Doubt
--------------------------------------------------------
Phunware, Inc. disclosed in a Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
September 30, 2023, that there is substantial doubt about its
ability to continue as a going concern through one year from the
issuance of these financial statements.
According to the Company, it has a history of net losses since its
inception. For the nine months ended September 30, 2023, we
incurred a net loss of $29,772, used $15,869 in cash for operations
and have a working capital deficiency of $12,721. The foregoing
conditions raise substantial doubt about our ability to meet our
financial obligations as they become due.
"In performing the next step of our going concern assessment, we
are required to evaluate whether our plans to mitigate the
conditions above alleviate the substantial doubt. Our assessment
included the preparation of a detailed cash forecast that included
projected cash inflows and outflows. We continue to focus on
growing our revenues, and accordingly, we expect operating
expenditures to exceed future revenue for the foreseeable future.
We have implemented a plan to decrease our cash burn by reducing
headcount and other operating expenditures. We have also raised
additional funds in our at-the-market equity offering and entered
into an amendment to our 2022 Promissory Note, which allows the
holder to convert outstanding amounts due into shares of our common
stock. In addition, in August 2023, we entered into a stock
purchase agreement, which subject to limitations contained within
the agreement, allows us to sell shares of our common stock to the
investor. Our future plans may include additional reductions to
operating expenses, additional sales of our common stock in our
at-the-market offering and pursuant to a stock purchase agreement
with a certain investor, and issuing additional shares of common
stock, preferred stock, warrants or units pursuant to an effective
shelf registration statement," Phunware explained.
Despite a history of successfully implementing similar plans, these
sources of working capital are not currently assured and
consequently do not sufficiently mitigate the risks and
uncertainties disclosed above. There can be no assurance that The
Company will be able to obtain additional funding on satisfactory
terms or at all. In addition, no assurance can be given that any
such financing, if obtained, will be adequate to meet its capital
needs and support its growth. If additional funding cannot be
obtained on a timely basis and on satisfactory terms, Phunware's
operations would be materially negatively impacted. The Company has
therefore concluded there is substantial doubt about its ability to
continue as a going concern within the next 12 months.
The Company said, "As of September 30, 2023, we held total cash of
$2.9 million, all of which was held in the United States. We have a
history of operating losses and negative operating cash flows. As
we continue to focus on growing our revenues, we expect these
trends to continue into the foreseeable future."
"On February 1, 2022, we filed a Form S-3, which was subsequently
declared effective by the SEC on February 9, 2022, pursuant to
which we may issue up to $200 million in common stock, preferred
stock, warrants and units. Contained therein, was a prospectus
supplement pursuant to which we may sell up to $100 million of our
common stock in an "at the market offering" pursuant to an At
Market Issuance Sales Agreement we entered into with H.C.
Wainwright & Co., LLC on January 31, 2022. As of September 30,
2023, 20,018,176 shares of our common stock have been sold for
aggregate gross cash proceeds of $11.5 million."
"On July 6, 2022, we entered into a note purchase agreement and
completed the sale of an unsecured promissory note with an original
principal amount of $12.8 million in a private placement. After
deducting all transaction fees paid by us at closing, net cash
proceeds to us at closing were $11.8 million. No interest was to
accrue on the 2022 Promissory Note. Beginning on November 1, 2022,
and on the same day of each month thereafter until the 2022
Promissory Note is paid in full, we were required to make monthly
amortization payments of approximately $1.6 million until the
original maturity date of July 1, 2023, which was subject to
adjustment for any payment deferrals we elected. On March 15, 2023,
we entered into a waiver agreement with the holder of our 2022
Promissory Note, waiving the Payment Deferral Conditions, as
defined, at that time, in the 2022 Promissory Note. For agreeing to
waive the Payment Deferral Conditions, we agreed to compensate the
noteholder an amount equal to 5% of the outstanding balance
immediately before entering into the waiver agreement. In
connection therewith, we elected to defer the monthly payments
under the 2022 Promissory Note for the months of April, May, June,
and July 2023. As a result of our election to defer the monthly
payments, the outstanding balance of the 2022 Promissory Note was
increased by 1.85% on the first day of each month beginning on
April 1 and concluding on July 1. The waiver fee and the additional
principal was to be paid in connection with our monthly installment
payments once the deferral period concluded. Beginning on August 1,
2023 and on the same day of each month thereafter, we were required
to pay to the noteholder the new monthly amortization payment in
the amount of approximately $1.8 million. On August 14, we entered
into an amendment to the 2022 Promissory Note with the noteholder.
The amendment extends the maturity date to June 1, 2024 and
provides that effective August 1, we are required to make monthly
amortization payments of at least $800 thousand commencing on
August 31, until the 2022 Promissory Note is paid-in-full. We also
granted the noteholder certain limited conversion rights, which if
elected by the noteholder, would reduce the required monthly
payment. The limited conversion rights are subject to advance
payment and volume conditions. The amendment also provides that the
outstanding balance shall accrue interest at a rate of 8% and
payment deferrals are no longer permitted under the 2022 Promissory
Note. Furthermore, the amendment removed the required payment of
approximately $1.8 million that was due on August 1, 2023."
In July 2023, the Company implemented the plan to decrease its cash
burn by reducing employee headcount and other operating
expenditures.
The Company said, "On August 22, 2023, we entered into a common
stock purchase agreement with Lincoln Park Capital Fund, LLC, which
provides that, upon the terms and subject to the conditions and
limitations set forth therein, we have the right, but not the
obligation, to sell to Lincoln Park up to $30 million in value of
shares of our common stock from time to time over the 24-month term
of the purchase agreement. On any business day selected by us, we
may direct Lincoln Park to purchase up to 250,000 shares of our
common stock subject to adjustment as set forth below, on such
business day (or the purchase date), which we refer to as a
"Regular Purchase," provided, however, that (i) a Regular Purchase
may be increased to up to 350,000 shares if the closing sale price
of our common stock on the Nasdaq is not below $0.20 on the
applicable purchase date; (ii) a Regular Purchase may be increased
to up to 450,000 shares if the closing sale price of our common
stock on Nasdaq is not below $0.30 on the applicable purchase date;
(iii) a Regular Purchase may be increased to up to 550,000 shares
if the closing sale price of our common stock on Nasdaq is not
below $0.50 on the applicable purchase date; and (iv) a Regular
Purchase may be increased to up to 650,000 shares if the closing
sale price of our common stock on Nasdaq is not below $0.75 on the
applicable purchase date. Lincoln Park's committed obligation under
any single Regular Purchase, subject to certain exceptions, cannot
exceed $1,000. We may direct Lincoln Park to purchase shares in
Regular Purchases as often as every business day, so long as the
closing sale price of our common stock on such business day is not
less than the floor price of $0.10 per share. Concurrently with
entering into the purchase agreement, we also entered into a
registration rights agreement with Lincoln Park pursuant to which
the Company agreed to register the sale of the shares of the
Company's common stock that have been and may be issued to Lincoln
Park under the purchase agreement pursuant to the Company's
existing shelf registration statement on Form S-3. During the nine
months ended September 30, 2023, we sold 1,712,503 shares of our
common stock, including certain commitment shares issued to Lincoln
Park in connection with the transaction, for aggregate net cash
proceeds of $88. Transaction costs were $97. As of September 30,
2023, $29.9 million in value of shares of our common stock remains
issuable pursuant to the purchase agreement with Lincoln Park."
"Subsequent to September 30, 2023, we also raised approximately
$0.2 million in our at-the-market equity offering under our At
Market Issuance Sales Agreement we entered into with H.C.
Wainwright & Co., LLC. Our future plans may include additional
reductions to operating expenses, additional sales of our common
stock in our at-the-market offering, and issuing additional shares
of common stock, preferred stock, warrants or units pursuant to an
effective shelf registration statement. Plans to generate cash
sufficient to meet our capital requirements may include selling
shares of our common stock in our at-the-market equity offering,
and as of the date of this Report, shares of our common stock with
a maximum aggregate offering price of up to $88.4 million may be
sold pursuant to the sales agreement. We may also issue shares of
our common stock, preferred stock, warrants and units in other
offerings pursuant to our effective registration statement.
"Our expectation that we will generate operating losses and
negative operating cash flows in the future and the need for
additional funding to support our planned operations raise
substantial doubt regarding our ability to continue as a going
concern. Management believes that our existing cash would not be
sufficient to satisfy our operating cash needs for the year after
the filing of this Quarterly Report on Form 10-Q, and substantial
doubt exists about our ability to continue as a going concern for
one year following the filing date of this Quarterly Report on Form
10-Q.
"Our future capital requirements will depend on many factors,
including our pace of growth, subscription renewal activity, the
timing and extent of spend to support development efforts, the
expansion of sales and marketing activities and the market
acceptance of our products and services. We believe that it is
likely we will in the future enter into arrangements to acquire or
invest in complementary businesses, technologies and intellectual
property rights. We may be required to seek additional equity or
debt financing, or issue securities under our effective
registration statement described above.
"In the event that additional financing is required from outside
sources, we may not be able to raise it on terms acceptable to us,
or at all. Furthermore, we are currently not in compliance with the
Bid Price Requirement of the Nasdaq. Although the Company is
attempting to regain compliance, there can be no assurance that we
will regain compliance with the Bid Price Requirement or maintain
compliance with other Nasdaq continued listing requirements. This
may also affect our ability to raise additional funds and the
liquidity of our common stock. If we are unable to raise additional
capital when desired and/or on acceptable terms, our business,
operating results and financial condition could be adversely
affected," the Company concluded.
For the three months ended Sept. 30, 2023, Phunware reported a net
loss of $18,979,000 compared to a net loss of $8,018,000 for the
same billing period in 2022.
As of Sept. 30, 2023, the Company has $27,810,000 in total assets
and $21,255,000 in total liabilities.
A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/zwdhs2wk
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $50.89 million for the year ended
Dec. 31, 2022, compared to a net loss of $53.52 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$45.46 million in total assets, $23.55 million in total
liabilities, and $21.90 million in total stockholders' equity.
Houston, Texas-based Marcum LLP, Phunware Inc.'s auditor since
2018, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has a significant working
capital deficiency, has incurred significant losses and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
PIONEER INTER-DEVELOPMENT: Aleida Molina Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aleida Martinez Molina,
Esq., as Subchapter V trustee for Pioneer Inter-Development, Inc.
Ms. Molina 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. Molina declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aleida Martinez Molina, Esq.
2121 NW 2nd Avenue, Suite 201
Miami, FL 33127
Telephone: (305) 297-1878
Email: Martinez@subv-trustee.com
About Pioneer Inter-Development
Pioneer Inter-Development, Inc. filed Chapter 11 petition (Bankr.
S.D. Fla. Case No. 23-18321) on Oct. 12, 2023, with as much as
$50,000 in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
The Law Office of Michael A. Frank and Law Office of Frank & De La
Guardia represent the Debtor as bankruptcy counsel.
PROPERTY ADVOCATES: Hires Rehmann Robson LLC as Accountant
----------------------------------------------------------
The Property Advocates, P.A. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Rehmann Robson, LLC as accountant.
The firm's services include:
-- preparing Debtor's Employee Retention Credit Calculation;
-- providing documentation of credit eligibility in accordance
with IRS requirements; and
-- preparing the Debtor's Amended Form 941s-Employers Quarterly
Federal Tax Return and conducting an analysis of PPP loan
integration with Employee Retention Credit calculations.
The firm will be paid $187,000 payable in 9 monthly installments
beginning November 2023 in the monthly amount of $10,000 with the
final installment in the amount of $87,000 payable September 15,
2024.
Brett Nesbitt, a partner at Rehmann Robson, 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:
Brett Nesbitt
Rehmann Robson, LLC
1500 W Big Beaver 2nd Floor
Troy, MI 48084
Tel: (248) 952-5000
About The Property Advocates, P.A.
The Property Advocates, P.A., is a law firm specializing in Florida
first-party property insurance issues.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16797-RAM) on Aug.
25, 2023. In the petition signed by Hunter Patterson, president,
the Debtor disclosed up to $10 million in assets and up to $50
million in liabilities.
Judge Robert A. Mark oversees the case.
Paul N. Mascia, Esq., at Nardella & Nardella, PLLC, is the Debtor's
legal counsel.
PROVECTUS BIOPHARMA: Continued Losses Raise Going Concern Doubt
---------------------------------------------------------------
Provectus Biopharmaceuticals, Inc. disclosed in a Form 10-Q Report
filed with the U.S. Securities and Exchange Commission for the
quarterly period ended September 30, 2023, that there is
substantial doubt about its ability to continue as a going concern
within the next 12 months.
The Company explained that its cash and restricted cash were
$1,410,207 at September 30, 2023 which includes $1,042,957 of
restricted cash resulting from a grant received from the State of
Tennessee, compared to $1,431,707 at December 31, 2022, which
included $1,410,102 of restricted cash. The Company's working
capital deficit was $7,579,249 and $6,293,198 as of September 30,
2023 and December 31, 2022, respectively.
"We have continuing net losses and negative cash flows from
operating activities. In addition, we have an accumulated deficit
of $252,026,996 as of September 30, 2023. These conditions raise
substantial doubt about our ability to continue as a going concern.
Our financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that may be
necessary should we be unable to continue as a going concern. Our
ability to continue as a going concern depends on our ability to
obtain additional financing as may be required to fund current
operations."
"As of September 30, 2023, cash required for our current
liabilities included approximately $4,890,146 for accounts payable
and other accrued expenses (including operating lease liabilities)
and a $78,066 note payable related to our short-term financing of
our commercial insurance policies. Also, if not converted prior to
maturity, convertible debt in the amount of $2,992,500 plus accrued
interest will mature one year from the date of the notes. As of
September 30, 2023, cash required for our long-term liabilities
consists of $37,714 for our operating lease. The Company intends to
meet these cash requirements from its current cash balance and from
future financing."
"Management's plans include selling our equity securities and
obtaining other financing, including the issuance of 2022 unsecured
convertible notes (the "2022 Financing"), to fund our capital
requirements and on-going operations; however, there can be no
assurance that the Company will be successful in these efforts.
Significant funds will be needed to continue and complete our
ongoing and planned clinical trials," the Company stated.
For the three months ended Sept. 30, 2023, the Company incurred a
net loss of $775,839, compared to a net loss of $713,267 for the
same period in 2022.
As of Sept. 30, 2023, Provectus has $1,690,093 in total assets and
$9,209,297 in total liabilities.
A full-text copy of the Company's Form 10-Q Report is available at
https://tinyurl.com/3nbn22mz
About Provectus
Provectus Biopharmaceuticals, Inc. is a clinical-stage
biotechnology company developing immunotherapy medicines based on a
family of small molecules called halogenated xanthenes. The
Company's lead HX molecule is rose bengal sodium.
PSW URBAN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: PSW Urban Homes, LP
900 S. 1st Street
Suite 110
Austin, TX 78704
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-32875
Debtor's Counsel: Michael P. Cooley, Esq.
REED SMITH LLP
2850 N. Harwood Street, Suite 1500
Dallas TX 75201
Tel: 469-680-4200
Email: mpcooley@reedsmith.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Michael Bergthold as managing director
of Stapleton Group, Inc., as receiver.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ERC736I/PSW_Urban_Homes_LP__txnbke-23-32875__0001.0.pdf?mcid=tGE4TAMA
PURDUE PHARMA: Supreme Court Appears Divided Over Deal
------------------------------------------------------
WesternSlopeNow.com reports that Supreme Court justices appeared
divided over Purdue Pharma's bankruptcy deal Monday, questioning
whether it can immunize the Sackler family from civil lawsuits for
their role in the opioid crisis.
The Supreme Court on Monday wrestled with objections lodged by the
Biden administration and a relatively small group of creditors
concerning the liability releases for the Sacklers, who previously
controlled the company.
During a nearly two-hour argument that transcended ideological
lines, several justices raised concerns about how the
administration's position would effectively unravel the
settlement.
Justice Brett Kavanaugh noted a 30-year history of bankruptcy
courts approving such releases, also describing a "disconnect"
between opioid victims and the administration as the conservative
justice insisted the government was saying the perspective of
victims "doesn't matter."
"What the opioid victims and their families are saying is, you, the
federal government, with no stake in this at all, are coming in and
telling the families, 'No, we're not going to give you prompt
payment for what’s happened to your family,'" Kavanaugh said.
In 2019, OxyContin maker Purdue Pharma filed for bankruptcy as it
faced a flood of lawsuits alleging the addictive painkiller's
aggressive marketing fueled the opioid epidemic. Sackler family
members agreed to contribute up to $6 billion to the settlement in
exchange for immunity from civil lawsuits. About 95 percent of
creditors who voted supported the plan.
But the U.S. Trustee Program, a component of the Justice Department
that serves as a bankruptcy watchdog, asserts that federal law
doesn't permit immunizing third-parties like the Sacklers, who did
not themselves file for bankruptcy, if not all creditors sign off.
During Monday's argument, some justices appeared more sympathetic
to the government's position.
"This would defy what we do in class-action contexts. It would
raise serious due process concerns and Seventh Amendment concerns,
as the government highlighted; you're normally entitled to a jury,"
Justice Neil Gorsuch told attorney Gregory Garre, who represents
Purdue Pharma.
Other justices appeared fixed on the notion that the Sacklers were
attempting to reap the benefits of bankruptcy without surrendering
to the process themselves.
Justice Ketanji Brown Jackson noted allegations that some Sackler
family members took assets offshore.
"Even if there was a world in which categorically we wouldn't say
you can never do these kinds of releases, why wouldn't this be a
clear situation in which we would not allow it," probed Jackson.
"Why should they get the discharge that usually goes to a bankrupt
person once they've put all their assets on the table, without
having put all their assets on the table," asked Justice Elena
Kagan.
"The point of this proceeding is not to make the life as difficult
as possible for the Sacklers," responded Garre. "It's to maximize
recovery and fairly and equitably distribute it to the victims."
Currently, the bankruptcy deal is on hold under an emergency ruling
from the Supreme Court. The pause will remain in place until the
justices' final decision.
A decision in the case, Harrington v. Purdue Pharma L.P., is
expected by the end of June.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as
legal counsels; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk, LLC, is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
In early March 2022, Purdue Pharma reached a nationwide settlement
over its role in the opioid crisis, with the Sackler family members
boosting their cash contribution to as much as $6 billion. The
settlement was hammered out with attorneys general from the eight
states -- California, Connecticut, Delaware, Maryland, Oregon,
Rhode Island, Vermont and Washington -- and D.C. who had opposed
the previous settlement.
R&W CLARK CONSTRUCTION: Wins Cash Collateral Access Thru Jan 2024
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized R&W Clark Construction, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance, through January 4, 2024.
As previously reported by the Troubled Company Reporter, three
creditors may assert a security interest in and to the Debtor's
assets:
a. The Illinois Department of Employment Security asserts a
security interest in the Collateral based upon the filing of
notices of lien filed for the time period from February 11, 2004
through December 11, 2018. The IDES asserts a secured claim in the
amount of $294,758.
b. The Internal Revenue Service asserts a security interest in
the Collateral based upon the filing of notices of lien filed for
the time period from August 7, 2012 through February 23, 2023. The
IRS asserts a secured claim in the amount of $1,210,075.
c. The U.S. Small Business Administration asserts a security
interest in the Collateral by virtue of a UCC Financing Statement
filed with the Illinois Secretary of State on March 12, 2021
related to two Notes, dated February 26, 2021 and September 7, 2021
in the amounts of $150,000 and $500,000, respectively. The current
balance due the SBA is $650,000. Based upon the IDES' and the IRS'
higher priority lien claims in and to the Collateral, there exists
no equity in the Collateral to support the SBA's secured claim.
The court said as adequate protection, the IDES, the IRS and any
other lien claimants are granted valid and perfected replacement
liens in and to post-petition cash collateral and all post-petition
property of the Debtor of the same type or kind substantially
equivalent to the pre-petition Collateral (excepting avoidance
actions of the estate) to the same extent and with the same
priority as held prepetition.
A further hearing on the matter is set for January 3, 2024 at 10
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=6q3a0x from PacerMonitor.com.
The Debtor projects $370,000 in gross receipts and $336,967 in
total expenses.
About R&W Clark Construction
R&W Clark Construction, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-03279) on March 11, 2023. In the petition filed by Richard
Clark, president and sole shareholder, the Debtor reported up to
$50,000 in assets and up to $10 million in liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler &
Associates, Ltd. as accountant.
RELIABLE FORECLOSURE: Hires Ronald D. Weiss as Bankruptcy Counsel
-----------------------------------------------------------------
Reliable Foreclosure Corporation seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ The
Law Office of Ronald D. Weiss, P.C. as its general counsel.
The firm's services include:
a. providing legal advice with respect to the powers and
duties of the Debtor in the continued management of its property;
b. representing the Debtor before the bankruptcy court and at
all hearings on matters pertaining to its affairs, including
contested matters that may arise during the Chapter 11 case;
c. advising and assisting the Debtor in the preparation and
negotiation of a plan of reorganization with its creditors;
d. preparing legal papers; and
e. providing other necessary legal services.
The firm will be paid at these rates:
Attorneys $450 per hour
Paralegals $250 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $15,000.
Ronald Weiss, Esq., a partner at Ronald D. Weiss, 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:
Ronald D Weiss, Esq.
RONALD D. WEISS, P.C.
734 Walt Whitman Road,
Melville NY 11747
Tel: (631) 271-3737
Fax: (631) 271-3784
Email: weiss@ny-bankruptcy.com
About Reliable Foreclosure
Reliable Foreclosure Corporation is engaged in activities related
/to real estate. The Debtor owns two real properties in New York
valued at $1.39 million.
Reliable Foreclosure Corporation filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 23-43185) on September 6, 2023. In the petition signed by
Nazam Zaman as president, the Debtor disclosed $1,409,800 in assets
and $812,816 in liabilities.
Judge Elizabeth S. Stong presides over the case.
Ronald D. Weiss, Esq. at RONALD D. WEISS, P.C. represents the
Debtor as counsel.
REMARK HOLDINGS: Recurring Losses Raise Going Concern Doubt
-----------------------------------------------------------
"Our history of recurring operating losses, working capital
deficiencies, and negative cash flows from operating activities
give rise to substantial doubt regarding our ability to continue as
a going concern," Remark Holdings Inc. disclosed in a Form 10-Q
Report filed with the U.S. Securities and Exchange Commission for
the quarterly period ended September 30, 2023.
The Company explained, "During the nine months ended September 30,
2023, and in each fiscal year since our inception, we have incurred
operating losses which have resulted in a stockholders' deficit of
$32.9 million as of September 30, 2023. Additionally, our
operations have historically used more cash than they have
provided. Net cash used in operating activities was $9.1 million
during the nine months ended September 30, 2023. As of September
30, 2023, our cash balance was $0.3 million. Also, we did not make
required repayments of the outstanding loans under the New Mudrick
Loan Agreement when due."
"Our history of recurring operating losses, working capital
deficiencies and negative cash flows from operating activities give
rise to, and management has concluded that there is, substantial
doubt regarding our ability to continue as a going concern. Our
independent registered public accounting firm, in its report on our
consolidated financial statements for the year ended December 31,
2022, has also expressed substantial doubt about our ability to
continue as a going concern. Our consolidated financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.
"We intend to fund our future operations and meet our financial
obligations through revenue growth from our AI and data analytics
offerings. We cannot, however, provide assurance that revenue,
income and cash flows generated from our businesses will be
sufficient to sustain our operations in the twelve months following
the filing of this Form 10-Q. As a result, we are actively
evaluating strategic alternatives including debt and equity
financings.
"Conditions in the debt and equity markets, as well as the
volatility of investor sentiment regarding macroeconomic and
microeconomic conditions (in particular, as a result of the
COVID-19 pandemic, global supply chain disruptions, inflation and
other cost increases, and the geopolitical conflict in Ukraine),
will play primary roles in determining whether we can successfully
obtain additional capital. We cannot be certain that we will be
successful at raising additional capital.
"A variety of factors, many of which are outside of our control,
affect our cash flow; those factors include the effects of the
COVID-19 pandemic, regulatory issues, competition, financial
markets and other general business conditions."
Based on financial projections, the Company believes that it will
be able to meet its ongoing requirements for at least the next 12
months with existing cash and based on the probable success of one
or more of the following plans:
* develop and grow new product line(s)
* obtain additional capital through debt and/or equity
issuances.
"However, projections are inherently uncertain and the success of
our plans is largely outside of our control. As a result, there is
substantial doubt regarding our ability to continue as a going
concern, and we may fully utilize our cash resources prior to
December 31, 2023."
The Company reported a net loss of $7,172,000 for the three months
ended Sept. 30, 2023, compared to a net loss of $8,924,000 for the
same billing period in 2022.
A full-text copy of the Company's Form 10-Q report is available at
https://tinyurl.com/bmxhww9f
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- delivers an integrated suite of AI
solutions that help organizations monitor, understand, and act on
threats in real-time. Remark consists of an international team of
sector-experienced professionals that have created video analytics.
The Company's GDPR-compliant and CCPA-compliant solutions focus on
market sectors including retail, federal and state governmental
entities, public safety, hospitality, and transportation. The
company's headquarters are in Las Vegas, Nevada, with operational
offices in New York and international offices in London, England.
Remark Holdings reported a net loss of $55.48 million for the year
ended Dec. 31, 2022, compared to a net income of $27.47 million for
the year ended Dec. 31, 2021.
As of Sept. 30, 2023, Remark has $12.4 million in total assets and
$45.3 million in total liabilities.
Los Angeles, California-based Weinberg & Company, P.A., the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company has suffered recurring losses from operations and negative
cash flows from operating activities and has a negative working
capital and a stockholders' deficit that raise substantial doubt
about its ability to continue as a going concern.
RETAIL ECOMMERCE: Has High Risk of Default, Says Creditsafe
-----------------------------------------------------------
Daniel Kline of The Street reports that CreditSafe, in its
Financial & Bankruptcy Outlook Retail Report, said that Retail
Ecommerce Ventures (REV), the new owner of many popular brands,
faces a significant risk of bankruptcy.
When a well-known brand goes out of business, the company's name
still holds value. That's why Overstock.com bought the
intellectual property of Bed Bath & Beyond after its Chapter 7
liquidation. More people know the Bed Bath & Beyond brand and what
it stands for than Overstock.com, a name that did not actually
reflect what the online retailer sold.
In many cases, this ends up with new companies owning some
once-renowned names and reviving them in a variety of ways.
Sometimes, that can lead to full-fledged retail rebirths, but, in
most cases, it usually means the new owner leverages well-known
store names to launch digital stores.
That's largely the business model for Retail Ecommerce Ventures
(REV), a company that has acquired a long list of brands you know.
The new owner of many popular brands, however, now faces a
significant risk of bankruptcy.
Stein Mart, Pier 1, Radio Shack owner faces 'high risk' of default
REV has built its business on buying once-popular retail brands and
reviving them as online-only stores. The company now owns Pier 1,
Stein Mart, RadioShack, DressBarn, Linens 'n Things, Modell's, and
a handful of lesser-known names.
The company (Stein Mart) currently has a high risk of default,
according to data compiled by Creditsafe.
"The company's (Stein Mart's) DBT was 105 as of October 2023. This
means any company providing services/goods to the retailer would
have to wait over three months past payment terms before they would
receive their first payment," CreditSafe shared in its Financial &
Bankruptcy Outlook Retail Report.
"Stein Mart's owner could be headed for bankruptcy," the report
stated, noting that in March, REV "hired restructuring lawyers,
signaling bankruptcy could once again be on the horizon."
How Creditsafe's reports work
Creditsafe uses two scores to measure a company's financial health.
DBT refers to the number of days it typically takes to pay invoices
beyond payment terms. For example, if a company has a DBT of 15,
then it pays its invoices 15 days past payment terms. REV's Stein
Mart brand, as noted above, has a DBT of 105
"Stein Mart has had considerable trouble paying its bills on time.
In fact, all its outstanding bills for the last six months (May
through October) were delinquent (91+ days). And June was the worst
month, with the value of its delinquent bills increasing by
191.66%.," according to CreditSafe's report.
The risk-measuring firm's second metric, "risk score," uses a scale
of 1 to 100 to predict the likelihood that a company's payment
performance will become seriously delinquent (91+ days beyond
terms) or that the company will go bankrupt within the next 12
months.
Creditsafe does not publish the "risk score" it places on Stein
Mart/REV but it does share that it puts the company in its
"high-risk" category.
"Based on a Wall Street Journal Report, in March 2023, Stein Mart's
parent company Retail Ecommerce Ventures was exploring options to
get out of the financial trouble they're in, including a potential
Chapter 11 bankruptcy," said Ragini Bhalla, head of brand and
spokesperson for Creditsafe.
REV did not respond to a request for comment from TheStreet made on
Nov. 29.
RISE DEVELOPMENT: Heidi Sorvino Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 2 appointed Heidi Sorvino, Esq., at
White and Williams, LLP as Subchapter V trustee for Rise
Development Partners, LLC.
Ms. Sorvino will be paid an hourly fee of $850 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Sorvino declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Heidi J. Sorvino, Esq.
White and Williams, LLP
7 Times Square, Suite 2900
New York, NY 10036-6524
Phone: 212-631-4417
Email: Sorvinoh@whiteandwilliams.com
About Rise Development Partners
Rise Development Partners LLC is a full-service construction
company in Brooklyn, N.Y., offering a wide range of services,
specializing in real estate development and commercial and
residential renovations.
Rise Development Partners LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-44119) on Nov. 10, 2023, with $1,709,308 in assets and
$6,302,176 in liabilities. Lawrence Rafalovich, president, signed
the petition.
The Debtor is represented by Adam P. Wofse, Esq., at Lamonica
Herbst & Maniscalco, LLP.
RISKON INTERNATIONAL: Faces Cash Crunch, Has Going Concern Doubt
----------------------------------------------------------------
RiskOn International, Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended September 30, 2023, that there is substantial doubt
regarding its ability to continue as a going concern.
The Company believes the current cash on hand is not sufficient to
conduct planned operations within the next 12 months, and it needs
to raise capital to support its operations, raising substantial
doubt about its ability to continue as a going concern.
For the three and six months ended September 30, 2023, the Company
had a net loss to controlling interest of common shareholders of
$(14,517,905) and $(8,572,304), respectively. In addition, the
Company had a working capital deficit of $(24,544,923) and
$(25,095,950) as of September 30 and March 31, respectively, and
had an accumulated deficit as of September 30 of $(217,249,742). As
of September 30, the Company had $1,554 in cash and cash
equivalents.
The Company sold its interests in Banner Midstream in two separate
transactions on July 25 and September 7, 2022. In addition, it sold
the non-core business of Trend Discovery on June 17. The Company
expects to distribute the common stock it received (or issuable
upon conversion of preferred stock) in the sales to its
shareholders upon the effective registration statements for the two
entities the companies were sold to.
"As of September 30, 2023, we had $1,554 in cash and cash
equivalents. We believe that the current cash on hand is not
sufficient to conduct planned operations for one year from the
issuance of the condensed consolidated financial statements, and we
need to raise capital to support our operations, raising
substantial doubt about our ability to continue as a going concern.
We recently acquired BNC and have generated nominal revenue as of
September 30. The accompanying financial statements for the three
and six month periods ended September 30 have been prepared
assuming we will continue as a going concern, but our ability to
continue as a going concern is dependent on our obtaining adequate
capital to fund operating losses until we establish continued
revenue streams and become profitable. Management's plans to
continue as a going concern include raising additional capital
through sales of equity securities and borrowing. However,
management cannot provide any assurances that we will be successful
in accomplishing any of our plans. If we are unable to obtain the
necessary additional financing on a timely basis, we will be
required to delay, reduce or perhaps even cease the operation of
our business. Our ability to continue as a going concern is
dependent upon our ability to successfully secure other sources of
financing and attain profitable operations. In our fourth fiscal
quarter ended March 31, we raised $1,715,439 from the sales of our
common stock related to an "At-the-Market" ("ATM") offering, with
an additional approximate $1,800,000 raised in the first fiscal
quarter of 2024. In addition, on April 27, we sold $6.875 million
of principal face amount senior secured convertible notes with an
original issue discount to sophisticated investors for gross
proceeds to the company of $5.5 million. The notes mature on April
27, 2024, and are secured by all of our assets and certain of our
subsidiaries, including BNC. The proceeds received have gone
towards working capital until we can generate the necessary funds
from our operations."
The Company reported a net loss of $15,260,550 for the three months
ended Sept. 30, 2023, compared to a net loss of $24,734,555 for the
same billing period in 2022.
A full-text copy of the Company's Form 10-Q report is available at
https://tinyurl.com/ruu498xf
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 Sept. 30, 2023, RiskOn Intl. has $16.8 million in total
assets and $35.8 million in total liabilities.
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.
RITE AID: Seeks to Hire Marc Liebman of Alvarez & Marsal as CTO
---------------------------------------------------------------
Rite Aid Corporation and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ Alvarez &
Marsal North America, LLC, as their financial advisor and designate
Marc Liebman as chief transformation officer.
Mr. Liebman and his firm will render these services:
(a) perform a review and assessment of certain Debtors'
financial information, that may be provided by the Debtors to their
creditors, including without limitation its short- and long-term
projected cash flows and operating results;
(b) assist the Debtors in the preparation of a revised
operating plan and cash flow forecast and presentation of such plan
and forecast to the board of directors of Debtor Rite Aid
Corporation and the Debtors' creditors;
(c) seek to identify and implement profitability and
operational improvement opportunities, including overseeing those
associated with the ongoing "Rite Aid 2.0 Transformation Program"
which encompasses several initiatives, including: sales and margin
enhancements, cost reductions, working capital efficiencies,
footprint rationalization and store closures, and value assurance
programs;
(d) assist the CEO/CRO in developing possible restructuring
plans or strategic alternatives for maximizing the enterprise value
of the Debtors' various businesses for review by the Board and the
Debtors' various creditor constituencies, as applicable;
(e) support any M&A processes, including for the PBM and
Retail businesses; and shall assist in the restructuring and
wind-down of certain non-core operations;
(f) assist the CEO/CRO and CFO with respect to communications
with creditors related to the Debtors' financial and operational
matters;
(g) assist the Debtors, as requested, with financial and
liquidity forecasting, including but not limited to the development
of a 13-week cash flow and liquidity forecast;
(h) assist the Debtors in developing and implementing cash
management strategies, working capital tactics, and processes;
(i) assist the CEO/CRO and work in cooperation with other
Debtor-engaged professionals in formulating debtor-in-possession
cash flow models, and negotiations (at the direction of the CEO/CRO
and CFO) regarding use of cash collateral and debtor-in-possession
financing, if necessary, and any ongoing reporting requirements
related to the same;
(j) assist the CEO/CRO and work in cooperation with other
Debtor-engaged professionals in the preparation of any first day
motions, declarations, schedules, exhibits and other materials
supporting the potential first day and second day hearings and
providing administrative support and reporting during the
bankruptcy proceedings;
(k) assist the CEO/CRO and CFO and work in cooperation with
other Debtor-engaged professionals to prepare and develop (a) plan
of reorganization and disclosure statement, including liquidation
analysis; (b) statements of financial affairs and schedules of
assets and liabilities; (c) a claims analysis; (d) monthly
operating reports and other bankruptcy reporting requirements, as
applicable;
(l) assist the Debtors with vendor management, including
negotiations to ensure flow of goods and services on favorable
terms to the Debtors and assist with contract renegotiations with
the supply base;
(m) provide testimony, if necessary, in support of relief
requested in these chapter 11 cases;
(n) provide electronic discovery, digital investigation and
forensic data analytics to support certain legal matters;
(o) assist the Debtors with tax analyses to support any
restructuring or M&A transaction and in compensation related
matters; and
(p) perform such other services as requested or directed by
the CEO/CRO or the CFO, and agreed to by A&M that is not
duplicative of work others are performing for the Debtors.
The firm will be paid at these rates:
Managing Directors $1,025 - 1,375
Directors $775 - 975
Analysts / Associates $425 - 775
As of Jan 1, 2024, the firm will charge these rates:
Managing Directors $1,075 - 1,525
Directors $825 - 1,075
Analysts / Associates $425 - 825
The firm received from the Debtors a retainer of $500,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Marc Liebman, 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:
Marc Liebman
Alvarez & Marsal North America, LLC
540 West Madison Street Suite 1800
Chicago, IL 60661
Tel: (312) 601-4220
Fax: (312) 332-4599
Email: Marc.Liebman@alvarezandmarsal.com
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In
the petition signed by Jeffrey S. Stein, chief executive officer
and chief restructuring officer, Rite Aid disclosed $7,650,418,000
in total assets and $8,597,866,000 in total liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
/banker, Alvarez & Marsal North America, LLC, as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
RLG HOLDINGS:S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on RLG
Holdings LLC.
S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on the company's senior secured first-lien credit
facilities. The '3' recovery rating is unchanged. Additionally, we
affirmed the 'CCC' issue-level rating to the company's senior
secured second-lien credit facilities. The '6' recovery rating is
unchanged."
The company has been able to maintain ample liquidity, which should
support additional M&A opportunities in 2024.
S&P said, "The stable outlook reflects our expectation for improved
financial performance in 2024 as RLG maintains healthy demand for
its products, resulting in margin and EBITDA improvement. However,
we expect leverage to remain above 7.5x over the next 12-18
months.
"We forecast modest revenue growth given ongoing M&A activity in
2023, offset by continued destocking challenges pressuring volumes.
The company saw destocking hit late in 2022, with customers placing
orders long leading up to 2023, which caused an inventory build
late into the year last year. The company has rationalized much the
inventory build from late last year, and expects to continue to do
so through 2023, which should provide for a small working capital
inflow. Revenue through the third quarter was flat from prior year,
as softer volumes and further destocking continued to impact
performance. We anticipate these trends will start to reverse
through the first half of 2024 and order volume will support
improved performance. We anticipate M&A to remain a key growth
initiative for RLG, which has made 18 acquisitions since 2018, with
three coming in 2023. For the full year, we are projecting
low-to-mid single-digit percent revenue growth, primarily driven by
M&A executed earlier this year. In addition, we anticipate S&P
Global Ratings-adjusted EBITDA margin will return to the high-teens
percent area given raw material pricing declines and continued
integration of recent acquisitions, along with ongoing pricing
initiatives, which should support continued deleveraging."
Continued acquisition activity and pricing actions contributed to
significant growth in revenue and EBITDA in 2022. Despite a drop
off in overall demand in the second half of 2022, RLG generated
revenue growth of close to 20%, largely driven by incremental
revenue contributions from four new acquisitions completed through
the year, pricing actions, and resilient demand within its
pharmaceutical/nutraceutical, food, and radio frequency
identification (RFID) segments. S&P Global Ratings-adjusted EBITDA
margins also grew year over year to over 18%, pushing EBITDA levels
to just over $88 million, up from $49 million the previous year.
This was driven by acquisition synergies and the reduction of
additional operating expenses associated with the acquisitions
completed in 2021, partially offset by inflationary pressure. As a
result, leverage fell to 8.7x at year end, despite the issuance of
a $130 million incremental first-lien term loan issued in October
2022 to fund the company's ongoing acquisition activity.
The company's growing market share within the highly fragmented
label market has supported top line revenue growth. RLG has
realized multiyear revenue and EBITDA growth as a result of ongoing
acquisition activity following the 2021 acquisition of RLG by Ares
Management. The company serves several end markets, and in recent
years, it has expanded its product offerings through organic and
M&A activity. S&P views this as a potential credit strength to the
extent RLG can continue to win new business and adapt to changing
product demands within the market.
S&P said, "The stable outlook reflects our expectation for improved
financial performance in 2024 as RLG maintains healthy demand for
its products, resulting in margin and EBITDA improvement. However,
we expect leverage to remain above 7.5x over the next 12-18
months.
"We could lower the rating if we viewed RLG's capital structure as
unsustainable, most likely because it pursued a more aggressive
financial policy than we currently expect or drew on its revolving
credit facility enough to trigger the springing financial covenant.
We could also lower our rating if operating performance weakened
significantly, and RLG's liquidity became constrained.
"While unlikely to occur during the next year, we could raise the
rating if RLG sustained positive and substantial free cash flow and
improved its adjusted debt to EBITDA ratio to below 6x for multiple
sequential quarters. In addition, we would expect RLG to maintain a
healthy debt maturity profile and adequate liquidity."
RODA LLC: Seeks $290,505 of Cash Collateral Thru Feb 2024
---------------------------------------------------------
Roda, LLC asks the U.S. Bankruptcy Court for the District of Oregon
for authority to use cash collateral of $290,505 and provide
adequate protection, through February 29, 2024.
The Debtor requires the use of the rents and cash generated from
the Debtor's business to make reasonable and necessary payments
related to the business including, but not limited to, property
taxes, repair and maintenance costs, and adequate protection
payments and/or mortgage payments to the Lien Creditors.
PC0120N Joint Venture by Assignment of Trust Deed Assignee, PacWest
Funding, Inc. dba Precision Capital and Washington County
Assessment and Taxation assert an interest in the Debtor's cash
collateral.
As adequate protection, the parties will be granted a perfected
lien and security interest on all property, whether now owned or
hereafter acquired by the Debtor of the same nature and kind as
secured by the claim of the Lien Creditor on the Petition Date. The
Replacement Lien will be subject to all valid, properly perfected
and enforceable liens and interests that existed as of the Petition
Date.
The interests of the Lien Creditors in the Replacement Collateral
will have the same relative priorities as the liens held by them as
of the Petition Date.
The Debtor will further make adequate protection payments of
$56,772 beginning on December 15, 2023 and on the 15th of each
consecutive month during the Budget Period. Such adequate
protection payments are to be applied by Precision Capital in the
manner described in its pre-petition loan agreements with the
Debtor. Upon request by the Debtor, which may be made through
counsel, Precision Capital will supply the Debtor with an
accounting showing the application of the adequate protection to
the claim of Precision Capital.
Washington County has roughly a 97.73% equity cushion which more
than adequately protects the Lien Creditor from any risk of loss
associated with the use of cash collateral.
A hearing on the matter is set for December 27, 2023 at 9 a.m.
A copy of the order is available at https://urlcurt.com/u?l=rhmtBO
from PacerMonitor.com.
About Roda, LLC
Roda, LLC is an Oregon limited liability company headquartered in
Washington County, Oregon. It is a holding company of certain real
property and a structure that houses an ice arena open to the
general public and, additionally, offers commercial office space
located at 20407 SW Borchers Dr., Sherwood, Washington County.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ore. Case No. 23-30250) on February 6,
2023. In the petition signed by Roy MacMillan, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Teresa H. Pearson oversees the case.
Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP, represents
the Debtor as legal counsel.
RUBY-GORDON INC: Hires Dawson Law Firm P.C. as Counsel
------------------------------------------------------
Ruby-Gordon, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of New York to employ Dawson Law Firm, P.C. as
counsel.
The firm will provide these services:
a. give the Debtor legal advice with regard to its powers and
duties as Debtor-in-Possession in the continued operation of its
business and in the management of its property;
b. take necessary action to avoid liens against the Debtor's
property, remove restraints against the Debtor's property and such
other actions to remove any encumbrances or liens which are
avoidable;
c. take necessary action to enjoin and stay until final decree
herein any attempts by creditors to enforce claims upon property of
the Debtor which may be necessary to the Debtor's effective
reorganization;
d. represent the Debtor as Debtor-in-Possession in any
proceedings which may be instituted in the Court by creditors or
other parties during the course of the proceedings;
e. prepare on behalf of the Debtor, as Debtor-in-Possession,
necessary petitions, answers, orders, reports and other legal
papers; and
f. perform all other legal services for the Debtor as
Debtor-in-Possession which may be necessary herein; and it is
necessary for the Debtor, as Debtor-in-Possession, to employ
attorneys for such services.
The firm will be paid at the rate of $295 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Raymond C. Stilwell, Esq., a partner at Dawson Law Firm, 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:
Raymond C. Stilwell, Esq.
Dawson Law Firm, P.C.
4476 Main Street, Suite 120
Amherst, NY 14226
Tel: (716) 634-8307
Fax: (716) 839-0714
Email: rcstilwell@roadrunner.com
About Ruby-Gordon, Inc.
Ruby-Gordon, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.Y. Case No. 23-20594) on November
20, 2023. In the petition signed by Aaron Ruby, CEO, the Debtor
disclosed $4,086,868 in assets and $1,425,678 in liabilities.
Judge Paul R. Warren oversees the case.
Raymond C. Stilwell, Esq., at Law Offices of Raymond C. Stilwell,
represents the Debtor as legal counsel.
RYZE RENEWABLES: Files Amended Plan; Confirmation Hearing Jan. 8
----------------------------------------------------------------
Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC
submitted an Amended Combined Disclosure Statement and Joint
Chapter 11 Plan dated November 28, 2023.
The Plan is a joint plan for each of the Debtors and presents
together Classes of Claims against, and Interests in, the Debtors.
The Plan does not provide for the substantive consolidation of the
Debtors. Rather, the Plan constitutes a separate Plan proposed by
each Debtor, and the classifications set forth in each Class apply
to each Debtor.
As set forth in the First Day Declaration, the Debtors' paramount
goal in the Chapter 11 Cases was to maximize the value of the
Estates for the benefit of the Debtors' creditor constituencies and
other stakeholders through the sale (the "Sale") of substantially
all of their Assets, including the Refinery.
The Auction proceeded in multiple rounds of bidding, and, at the
conclusion of the Auction, the Debtors, in consultation with the
Prepetition Lender and DIP Agent, identified (i) the final bid
submitted by Edgewood, with a cash purchase price of $36,500,100
for substantially all of the Debtors' Assets as the successful bid,
and (ii) the final bid submitted by a consortium consisting of
Savage, Annevow, and Triten, with a combined cash purchase price of
$34,250,000 for substantially all of the Assets, as the
next-highest bid.
The Bankruptcy Court held a hearing and approved the Sale
Transaction on June 20, 2023, and entered the Sale Order on June
22, 2023 approving the Sale Transaction Documents and the sale to
Edgewood. The Sale Transaction closed on July 7, 2023 and, in
connection with the closing, all amounts owed by the Debtors to the
DIP Lenders in respect of the DIP Facility were satisfied in cash
in full from the proceeds of the Sale Transaction.
Since the closing of the Sale Transaction, the Debtors have focused
on efficiently winding down their businesses, preserving Cash held
in the Estates, analyzing Claims and Causes of Action, and
monetizing their remaining Assets. The remaining Assets currently
consist of, among other things, Cash, certain deposits,
prepayments, credits and refunds, insurance policies or rights to
proceeds thereof, accounts receivables, and Causes of Action. This
Combined Plan and Disclosure Statement provides for the Wind Down
Assets, to the extent not already liquidated, to be liquidated over
time and the proceeds thereof to be distributed to Holders of
Allowed Claims in accordance with the terms of the Plan and the
treatment of Allowed Claims. The Plan Administrator will effect
such liquidation and distributions.
Like in the prior iteration of the Plan, all General Unsecured
Claims shall be cancelled, released, and extinguished without
distribution, and will be of no further force or effect.
All Equity Interests shall be cancelled, released, and extinguished
without distribution, and will be of no further force or effect.
The Confirmation Hearing has been scheduled for January 8, 2024 at
10:00 a.m. at the Bankruptcy Court, 824 North Market Street, 6th
Floor, Courtroom 1, Wilmington, Delaware 19801 to consider final
approval of the Disclosure Statement and confirmation of the Plan.
The Plan will be implemented by, among other things, the
appointment of the Plan Administrator as the sole officer or
manager of each of the Post-Effective Date Debtors as of the
Effective Date.
All consideration necessary to make all monetary payments in
accordance with the Plan shall be obtained from the remaining Cash
and cash equivalents of the Debtors and their Estates, or their
subsidiaries, including the remaining Cash proceeds from the Sale
Transaction, and the proceeds of Wind Down Assets to be monetized
by the Plan Administrator as part of the Wind Down.
A full-text copy of the Amended Combined Disclosure Statement dated
November 28, 2023 is available at https://urlcurt.com/u?l=oh1nTc
from PacerMonitor.com at no charge.
Counsel to Debtors:
Kelley A. Cornish, Esq.
Diane Meyers, Esq.
Kyle R. Satterfield, Esq.
Paul Weiss Rifkind Wharton & Garrison, LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: +1-212-373-3493
Fax: +1-212-492-0493
Email: kcornish@paulweiss.com
Pauline K. Morgan, Esq.
Edmon L. Morton, Esq.
Matthew B. Lunn, Esq.
Elizabeth S. Justison, Esq.
Timothy R. Powell, Esq.
Young Conaway Stargatt& Taylor, LLP
Rodney Square
1000 N. King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Emails: pmorgan@ycst.com
emorton@ycst.com
mlunn@ycst.com
ejustison@ycst.com
tpowell@ycst.com
About Ryze Renewables
Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were
formed in 2017 in connection with the planned repurposing of an
existing biofuels refinery located in Las Vegas, Nevada that, once
complete, will have the capacity to produce 7,500 barrels of
renewable diesel per day by converting non-edible renewable and
waste feedstocks to premium low-carbon fuels.
Debtors sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In
the petition signed by Klaus Gerber as chief restructuring officer,
the Debtor disclosed up to $100 million to $500 million in both
assets and liabilities.
Judge Mary F. Walrath oversees the case.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as
restructuring counsel, Stinson LLP as special construction counsel,
Alvarez & Marsal North America, LLC as CRO provider, Guggenheim
Partners, LLC as investment banker, and Stretto as notice, claims &
balloting agent and administrative advisor.
SABERT CORP: S&P Alters Outlook to Positive, Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Sabert Corp. to positive
from stable and affirmed its 'B' issuer credit rating.
S&P said, "At the same time, we raised our issue-level rating on
Sabert's first-lien term loan to 'B+' from 'B' and revised the
recovery rating to '2' from '3'. The '2' recovery rating indicates
our expectation for substantial (70%-90%; rounded estimate: 70%)
recovery in the event of a default.
"The positive outlook reflects the company's strong earnings growth
and cash generation, which it used to repay debt and reduce its
leverage. Our forecast assumes Sabert will continue to generate
ample free cash flow and maintain leverage of between 3.0x-3.5x
over the next 12 months.
"The positive outlook reflects our expectation that Sabert will
sustain EBITDA margins in the high teens percent area, even as it
passes-through lower input costs to its customers and its positive
price-cost spread contracts. The company continued to increase its
EBITDA and profit margins over the last 12 months, primarily driven
by the positive spread between Sabert's sale prices and input
costs, coupled with its exit of lower-margin business and improved
plant performance. However, we expect the company will continue to
pass-through lower input costs to its customers, which will shrink
its positive price-cost spread, leading to more normalized
profitability. We forecast Sabert's EBITDA margins will remain
between 18%-20%, which is an improvement from its pre-pandemic
levels, given its shift toward higher-margin business and the
expected cost savings from its investments in automation and
in-sourcing."
Sabert has demonstrated a prudent financial policy by using its
discretionary cash flow to repay debt and improve its leverage.
Over the last two years, the company has converted its earnings
into ample cash flow generation, which it used to reduce its
outstanding debt. In 2022, Sabert generated $76 million of
discretionary cash flow (DCF), which it used, in part, to reduce
its first lien term loan by $93 million. In the first nine months
of the year, the company generated $82 million of DCF and reduced
its first-lien term loan by an additional $90 million. In addition
to its DCF, Sabert has used borrowings from its asset-based lending
(ABL) facility and related party loans to repay its higher interest
first-lien term loan, effectively reducing its interest expense. As
of Sept. 30, 2023, the company had reduced its total reported debt
to $561.7 million, from $707.3 million as of the beginning of 2022,
which improved its leverage below 3.0x. S&P believes Albert Salama,
Sabert's CEO and sole owner, will maintain conservative financial
policies, enabling it to sustain S&P Global Ratings-adjusted
leverage of between 3.0x and 3.5x.
S&P said, "We assume Sabert will maintain adequate liquidity and
address the upcoming maturity of its ABL facility. We forecast the
company will generate sufficient operating cash flow to fund its
capital expenditure (capex) and further improve its liquidity over
the next 12 months. As of the end of the third quarter, Sabert had
approximately $71 million of total liquidity, which comprised $15
million of cash and $56 million of availability under its $120
million ABL facility. The ABL facility is supported by a borrowing
base of more than $125 million. Under our base-case scenario, we do
not anticipate the company will face difficulty in extending the
maturity of its ABL facility or refinancing its capital structure.
However, we recognize that the ABL facility is due in December 2024
and will become current this month if the company does not address
it sooner.
"The positive outlook reflects the company's strong earnings growth
and cash generation, which it used to repay debt and reduce its
leverage. Our forecast assumes Sabert will continue to generate
ample free cash flow and maintain leverage of between 3.0x-3.5x
over the next 12 months.
"We could revise our outlook on Sabert to stable if its leverage
rises above 4.5x. We believe this could occur if macroeconomic
headwinds and inflationary pressures reduce consumer demand and
further weaken its volumes. This could also occur if the company's
positive price spread contracts such that its EBITDA and cash flow
decline below our base case assumptions."
S&P could raise its rating on Sabert if:
-- The company sustains EBITDA margins in the high-teens percent
area and leverage of below 4.5x; and
-- It addresses the upcoming maturity of its ABL facility through
either a maturity extension or a wholistic refinancing of its
capital structure.
SALEM MEDIA: Agrees With Lenders to Extend Forbearance to Dec. 18
-----------------------------------------------------------------
Salem Media Group, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company and certain its
subsidiaries party to the Credit Agreement and the Forbearance
Agreement entered into an Amendment Number Eleven to Credit
Agreement and Amendment to Forbearance Agreement and Amendment
Number Seven to Credit Agreement and Amendment Number One to
Guaranty and Security Agreement, dated as of Dec. 1, 2023, with the
lenders party thereto, and Wells Fargo Bank, National Association,
as administrative agent.
The Amendment amends the Credit Agreement, dated as of May 19,
2017, by and among the Company and the other Loan Parties that are
borrowers thereunder, the Lenders and the Agent, and the
Forbearance Agreement and Amendment Number Seven to Credit
Agreement and Amendment Number One to Guaranty and Security
Agreement, dated as of Aug. 7, 2023, by and among the Loan Parties,
the Lenders and the Agent.
The Amendment extends the current Forbearance Period under the
Forbearance Agreement through and including Dec. 18, 2023.
In addition, among other things, the Amendment increases the
minimum availability requirement from $2,000,000 to $5,000,000
through Dec. 8, 2023, and to $7,500,000 thereafter.
About Salem Media
Headquartered in Texas, Salem -- www.salemmedia.com -- is a
domestic multimedia company specializing in Christian and
conservative content, with media properties comprising radio
broadcasting, digital media, and publishing. Its content is
intended for audiences interested in Christian and family-themed
programming and conservative news talk.
As of Sept. 30, 2023, the Company had $471.30 million in total
assets, $339.15 million in total liabilities, and $132.15 million
in total stockholders' equity.
* * *
As reported by the TCR on Sept. 25, 2023, Moody's Investors Service
downgraded Salem Media Group, Inc.'s Corporate Family Rating to
Caa3 from Caa1. Moody's said the downgrade of the CFR to Caa3
reflects Salem's weak operating performance pressured by subdued
radio advertising demand, high financial leverage, a deteriorating
liquidity profile and the uncertainty around the company's ability
to refinance its $25 million ABL revolving facility before its
expiration in March 2024.
Also in September 2023, S&P Global Ratings lowered its issuer
credit rating on Salem Media Group Inc.to 'CCC-' from 'CCC'. The
negative outlook reflects the potential for a default or debt
restructuring over the next six months.
SAN MARINO CAFE: Seeks to Tap Hanson Bridgett LLP as Legal Counsel
------------------------------------------------------------------
San Marino Cafe & Marketplace, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Hanson Bridgett LLP as its legal counsel.
The firm's services include:
a. advising the Debtor of its rights, powers and duties under
the Bankruptcy Code;
b. preparing legal papers;
c. taking action to protect and preserve the Debtor's estate,
including the prosecution of actions on the Debtor's behalf, the
defense of actions commenced against the Debtor in its Chapter 11
case, the negotiation of disputes in which the Debtor is involved,
and the preparation of objections to claims filed against the
Debtor;
d. advising the Debtor with respect to any proposed Chapter 11
plan of reorganization and seeking approval of the plan and all
transactions contemplated therein;
e. assisting the Debtor with respect to the employment of
bankruptcy professionals; and
f. performing other legal services necessary to administer the
Debtor's case.
The hourly rates charged by the firm's attorneys and paralegal
designated to represent the Debtors are as follows:
Anthony J. Dutra, Partner $690
Tamar Terzian, Counsel $425
Associates and Senior Counsel $360 - $690
Paraprofessionals $285 - $505
The firm received a retainer in the amount of $10,000.
Tamar Terzian, Esq., a counsel at Hanson Bridgett LLP, disclosed in
a court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Anthony J. Dutra, Esq.
Tamar Terzian, Esq.
Hanson Bridgett LLP
777 S. Figueroa Street, Suite 4200
Los Angeles, CA 90017
Phone: (323) 210-7747
Email: adutra@hansonbridgett.com
tterzian@hansonbridgett.com
About San Marino Cafe and Marketplace LLC
San Marino Cafe and Marketplace LLC operates a bakery and tortilla
manufacturing business. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15814)
on September 7, 2023. In the petition signed by Linda Grace
Zadoian, managing member, the Debtor disclosed $26,845 in assets
and $1,184,311 in liabilities.
Judge Vincent P. Zurzolo oversees the case.
Tamar Terzian, Esq., at Terzian Law Group, PC, represents the
Debtor as legal counsel.
SANUWAVE HEALTH: Q3 2023 Financial Results Released
---------------------------------------------------
SANUWAVE Health, Inc., has released its financial results for the
third quarter ended September 30, 2023.
For the three months ended September 30, 2023, the Company
reported:
* Revenue for the three months ended September 30, 2023
totaled $5.0 million, an increase of 19%, as compared to $4.2
million for the same period of 2022. This growth falls within the
previously provided guidance range of an approximately 15 to 25%
increase for Q3 2023 as compared to Q3 2022. Revenue for the nine
months ended September 30, 2023 totaled $13.4 million, an increase
of 19%, as compared to $11.2 million for the same period of 2022.
* 55 UltraMist(R) systems were sold in Q3 2023, up from 28 in
Q1 2023 and 49 in Q2 2023.
* UltraMist(R) consumables revenue increased by 24% to $3.1
million, versus $2.5 million for the same quarter last year and
constituted 62% of overall revenues in the three months ended
September 30, 2023. UltraMIST systems and consumables remained the
primary revenue growth driver and represented in excess of 90% of
SANUWAVE's overall revenues in Q3.
* Gross margin as a percentage of revenue amounted to 71% for
the three months ended September 30, 2023, vs 72% for the same
period last year. For the nine-months ended September 30, 2023,
gross margins amounted to 71% vs. 72% for the same period last
year.
* For the three months ended September 30, 2023, operating
loss totaled $0.5 million, which is an improvement of $2.0 million
compared to the same period in 2022 as a result of the Company's
efforts to drive profitable growth and manage expenses during
2023.
* Net loss for the three months ended September 30, 2023 was
$23.7 million, compared to a net loss of $1.1 million for the same
period in 2022. Net loss for the three months ended September 30,
2023 was primarily due to continued non-cash losses on the fair
value of derivative liabilities.
* Adjusted EBITDA loss1 for the three months ended September
30, 2023 was $0.3 million versus a loss of $2.2 million for the
same period last year, an improvement of $1.9 million.
Commenting on the results, CEO Morgan Frank, said, "Q3 2023 was a
quarter of acceleration at Sanuwave and one in which our
manufacturing constraints began to be eliminated. August and
September saw large production upticks from July, and as our
production bottlenecks are put behind us, we are now gearing up for
the next stage of increasing our sales force and sales reach,
exploring some promising new sales models, and beginning to engage
with larger customers that had previously been beyond our reach as
we had lacked the capacity to serve them. We will continue to focus
on rapid, profitable growth, and we believe our planned increase in
production capacity to 2-3 times the level of 2023 will set us up
for 2024 to be a transformational year at the Company."
Recent Highlights of the Company include:
* In July 2023, the Company issued Asset-Backed Secured
Promissory Notes for which it received total proceeds of
approximately $3.0 million.
* SANUWAVE Health entered into an Agreement and Plan of Merger
with Sweat Equity Partners and Mercury Life Sciences-affiliated SEP
Acquisition Corp., a Nasdaq-listed company, in August 2023. Upon
closing, subject to the satisfaction of the agreed upon closing
conditions, the combined company is expected to trade on the Nasdaq
Capital Market under the symbol "SNWV".
* On July 31st, SANUWAVE hired industry veteran Andrew Walko
as President and head of UltraMist manufacturing.
* SANUWAVE showcased its innovative non-invasive, regenerative
medicine solutions for the treatment of chronic wounds at the
Symposium on Advanced Wound Care in Las Vegas.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/tnbs7wuk
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the
research, development, and commercialization of its patented,
non-invasive and biological response-activating medical systems for
the repair and regeneration of skin, musculoskeletal tissue, and
vascular structures. SANUWAVE's end-to-end wound care portfolio of
regenerative medicine products and product candidates help restore
the body's normal healing processes. SANUWAVE applies and
researches its patented energy transfer technologies in wound
healing, orthopedic/spine, aesthetic/cosmetic, and
cardiac/endovascular conditions.
SANUWAVE reported a net loss of $10.29 million for the year ended
Dec. 31, 2022, compared to a net loss of $27.26 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$19.87 million in total assets, $60.88 million in total
liabilities, and a total stockholders' deficit of $41.01 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has incurred recurring losses and
needs to raise additional funds to meet its obligations and sustain
its operations and the occurrence of the events of default on the
Company's debt. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SB WILLA: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: SB Willa Commercial, LLC
900 S. 1st Street
Suite 110
Austin, TX 78704
Business Description: SB Willa is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-32879
Debtor's Counsel: Michael P. Cooley, Esq.
REED SMITH LLP
2850 N. Harwood Street, Suite 1500
Dallas TX 75201
Tel: 469-680-4200
Email: mpcooley@reedsmith.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Bergthold as managing director
of Stapletone Group, Inc., receiver.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/T2QR6SA/SB_Willa_Commercial_LLC__txnbke-23-32879__0001.0.pdf?mcid=tGE4TAMA
SB-DOWNTOWN PLANO: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: SB-Downtown Plano, LLC
900 S. 1st Street
Suite 110
Austin, TX 78704
Business Description: SB-Downtown is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101
(51B)).
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-32877
Debtor's Counsel: Michael P. Cooley, Esq.
REED SMITH LLP
2850 N. Harwood Street, Suite 1500
Dallas, TX 75201
Tel: 469-680-4200
Email: mpcooley@reedsmith.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Bergthold as managing director
of Stapleton Group, Inc, receiver.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/TSPKUWQ/SB-Downtown_Plano_LLC__txnbke-23-32877__0001.0.pdf?mcid=tGE4TAMA
SCREENVISION LLC: Moody's Lowers CFR & Senior Secured Debt to Ca
----------------------------------------------------------------
Moody's Investors Service downgraded Screenvision, LLC's ratings,
including the Corporate Family Rating and Senior Secured Bank
Credit Facility rating to Ca from Caa1 and the Probability of
Default Rating to Ca-PD from Caa1-PD. The outlook remains
negative.
The rating downgrades reflect governance risks, including an
aggressive financial policy that tolerates very high leverage and
material near term debt maturities, which leads to a very high
likelihood of a balance sheet restructuring.
RATINGS RATIONALE
Screenvision's high leverage, weak operating performance and
minimal liquidity are challenging the company's ability to address
its near-term maturities. Screenvision faces the maturity of its
$10.5 million revolver ($10 million outstanding balance) on January
22, 2024 and the $25 million incremental loan ($11.8 million
outstanding balance at September 30, 2023) on February 29, 2024.
Moody's does not expect that Screenvision's cash will be sufficient
to repay its 2024 debt obligations when due. In addition, the $175
million senior secured term loan comes due in July 2025 ($144
million outstanding as of September 30, 2023). Screenvision's
financial performance is challenged, resulting in high debt
leverage and minimal liquidity, which raises the risk of a debt
restructuring.
Screenvision's liquidity is weak, with roughly $2.5 million cash as
of September 30, 2023 and negative free cash flow (-$3.5 million as
of LTM September 2023). The company's cash is unlikely to grow
materially by the time the 2024 maturities come due because of
seasonally high working capital needs in the fourth quarter. Unless
the 2024 maturing debts are extended or refinanced, Screenvision
will lose access to an external credit line, which the company
relies on to meet its seasonal working capital needs. The rating is
also constrained by the weak creditworthiness of exhibitor partners
and secular trends within the cinema industry that may continue to
lead to declining attendance in the longer term.
Screenvision's Ca CFR reflects its high leverage, weak liquidity,
high refinancing risk and Moody's view that the company's capital
structure is unsustainable. The company's operating performance has
improved from last year but remains weak, with a further recovery
expected in 2024. As of LTM September 2023, the company's
Moody's-adjusted Debt/EBITDA was 8.7x (13.6x before Moody's
adjustments) and interest coverage measured as
(EBITDA-Capex)/Interest Expense was 0.8x (Moody's adjusted).
Nevertheless, Screenvision garners support from its
well-established market position for on-screen cinema advertising
and its long-term contracts with cinema owners, which provide some
stability to cash flows when ad spending improves and studios
return to a more consistent cadence of new films with broad
consumer appeal. The company is one of the top two leading
providers of in-theater on-screen advertising in the United States.
Exhibitors and advertisers benefit from the national scale and
geographic reach that the company's platform provides. Screenvision
has a relationship with one of the top three cinema exhibitors in
the United States AMC Entertainment Holdings, Inc. (Caa2 stable).
Screenvision's first lien credit facility comprised of a $10.5
million revolver due January 2024, a $25 million loan due February
2024 ($11.8 million outstanding as of September 30, 2023) and a
$175 million loan due July 2025 ($144 million outstanding as of
September 30, 2023) are each rated Ca, reflecting the company's
Ca-PD Probability of Default Rating, an average expected family
recovery rate of 50% at default given the covenant-lite structure
and the instruments' ranking in the capital stack.
Screenvision's CIS-5 ESG credit impact score indicates that ESG
considerations have a pronounced impact on the current rating,
which is lower than it would have been if ESG risks did not exist.
The score reflects the company's exposure to governance risks as
well as social and demographic changes that have contributed to a
secular decline in cinema attendance and cinema ad demand.
Screenvision's financial policy has been tolerant of very high
leverage and the near-term maturity of its debt facilities over the
past two years. The company's lack of an independent board,
concentrated ownership and voting control by a private equity
sponsor Abry contribute to governance risks. While Moody's believes
that cinemas provide an enduring form of entertainment, it is a
mature industry and there are risks that audiences may continue to
shrink given alternative media gaining traction or theatrical
release windows shortening.
The negative outlook reflects Moody's view that the company's
capital structure is unsustainable, which heightens the risk of a
distressed exchange transaction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if a refinancing of maturing debt and
material improvement in liquidity supports the potential for a more
sustainable capital structure.
The ratings could be downgraded if the company defaults on its
financial obligations or if the prospects for recovery further
decline.
Screenvision, headquartered in New York City, is a privately owned
operator of a leading in-theater advertising network in the United
States. The company is majority-owned by affiliates of Abry (about
74%), with ownership stakes also held by AMC Entertainment
Holdings, Inc. and the company's management.
The principal methodology used in these ratings was Media published
in June 2021.
SDPBC ACQUISITION: Hires Higgs Fletcher as Special Counsel
----------------------------------------------------------
SDPBC Acquisition LP seeks approval from the U.S. Bankruptcy Court
for the Southern District of California to employ Higgs Fletcher &
Mack LLP as special litigation counsel.
The Debtor needs the firm's legal assistance in connection with a
case (Case No. 37-2023-00033327) filed in the Superior Court of
State of California, San Diego County.
The firm will be paid at these rates:
Geoffrey M. Thorne $395 per hour
Jennifer J. Griffin $325 per hour
The firm will be paid a retainer of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtor owed the firm the amount of $4,536.19.
Geoffrey M. Thorne, Esq., a partner at Higgs Fletcher & Mack 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:
Geoffrey M. Thorne, Esq.
Higgs Fletcher & Mack LLP
401 West A Street Suite 2600
San Diego, CA 92101-7910
Tel: (619) 236-1551
Fax: (619) 696-1410
About SDPBC Acquisition LP
The Debtor provides optimized design and manufacturing of retail
and specialty packaging. Its capabilities include custom print and
finishes, as well as fulfillment services providing box assembly,
product packaging, product storage, and kitting.
SDPBC Acquisition LP in San Diego, CA, filed its voluntary petition
for Chapter 11 protection (Bankr. S.D. Cal. Case No. 23-03065) on
October 5, 2023, listing as much as $1 million to $10 million in
both assets and liabilities. Paul E. Mayer as manager of SDPBC
Holdings LLC, General Partner of the Debtor, signed the petition.
Judge Christopher Latham oversees the case.
LAW OFFICES OF KIT J. GARDNER serve as the Debtor's legal counsel.
SEINEYARD AT WILDWOOD: Taps Bruner Wright as Bankruptcy Counsel
---------------------------------------------------------------
Seineyard at Wildwood, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to employ Bruner Wright,
P.A. as its bankruptcy counsel.
The Debtor requires a counsel to give legal advice with respect to
its powers and duties in this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Robert C. Bruner $450/hour
Byron Wright III $375/hour
Samantha A. Kelley $350/hour
Paralegal $150/hour
The firm received a retainer of $5,000 from the Debtor.
Byron Wright III, Esq., a member at Bruner Wright, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert C. Bruner, Esq.
Byron Wright III, Esq.
Bruner Wright, PA
2810 Remington Green Circle
Tallahassee, FL 32308
Telephone: (850) 385-0342
Facsimile: (850) 270-2441
Email: rbruner@brunerwright.com
twright@brunerwright.com
About Seineyard at Wildwood
Seineyard at Wildwood, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
23-40439) on November 15, 2023, listing under $1 million in both
assets ad liabilities.
Samantha Kelley, Esq. at BRUNER WRIGHT, P.A. represents the Debtor
as counsel.
SMART EARTH: Jami Nimeroff Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Jami Nimeroff, Esq.,
at Brown McGarry Nimeroff, LLC as Subchapter V trustee for Smart
Earth Technologies, LLC and Smart Water Services, LLC.
Mr. Nimeroff will be paid an hourly fee of $400 for his services as
Subchapter V trustee while paralegals will be compensated at $185
per hour.
Mr. Nimeroff declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jami Nimeroff, Esq.
Brown McGarry Nimeroff, LLC
919 N. Market Street, Suite 420
Wilmington, DE 19801
Telephone: (302) 428-8142
Fax: (302) 351-2744
Email: jnimeroff@bmnlawyers.com
About Smart Earth Technologies
Smart Earth Technologies, LLC is a provider of utility management
solutions for water utilities. Its customers are primarily utility
companies, many of which are owned and operated by municipalities
or other governmental bodies.
Smart Earth Technologies, LLC and Smart Water Services, LLC filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11866) on
Nov. 14, 2023. In the petition signed by their chief restructuring
officer, Don Van der Wiel, Smart Earth disclosed $1 million to $10
million in assets and $10 million to $50 million in liabilities
while Smart Water Services reported up to $50,000 in assets and $1
million to $10 million in liabilities.
Judge Karen B. Owens oversees the case.
The Debtors tapped Matthew G. Bouslog, Esq., at Allen Matkins Leck
Gamble Mallory & Natsis, LLP as bankruptcy counsel; Ashby & Geddes,
P.A., as local counsel; G2 Capital Advisors, LLC as financial
advisor; and Verdolino & Lowey, P.C. as accountant.
SMITH & SONS: Unsecureds Owed $137K to Get 5% in Plan
-----------------------------------------------------
Smith & Sons Trucking, LLC, submitted a 2nd Plan of Reorganization
for Small Business under Chapter 11 of the Bankruptcy Code.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income (as defined by Sec. 1191(d)
of the Bankruptcy Code) for the period described in Sec. 1191(c)(2)
of $3,600.
The final Plan payment is expected to be paid on March 25, 2028.
This Plan of Reorganization (the Plan) under chapter 11 of the
Bankruptcy Code (the Code) proposes to pay creditors of Smith &
Sons Trucking, LLC from future income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 5 cents on the dollar.
Under the Plan, Class 3 All non-priority unsecured claims allowed
under Sec. 502 of the Code will be treated as follows:
3.A The claim of Financial Pacific Leasing, to the extent
allowed as an unsecured creditor under Section 502 of the Code.
The claim amount is $26,510. The unsecured claim of Financial
Pacific Leasing will receive 5% of their claim of $26,510 starting
on Feb. 25, 2027 and the last payment on March 25, 2028. This is
an impaired claim.
3.B. The claim of the U.S. Small Business Administration, to the
extent allowed as an unsecured creditor under Section 502 of the
Code. The claim amount is $110,326.71. The unsecured claim of the
U.S. Small Business Administration will receive 5% of their claim
of $110,326.71 starting on February 25, 2027 and the last payment
on March 25, 2028. This is an impaired claim.
All payments in accordance with this plan shall be made from future
income of the debtor. Payments shall be made as follows: $3,600 a
month for a term of 55 months beginning September 25, 2023. Plan
payments total $198,000.
Months 41-55 the Debtor shall pay the following claims for Class 3,
the Unsecured Claims Class:
3.A. Financial Pacific Leasing - $88.36 for 15 months.
3.B U.S. Small Business Administration - $367.75 for 15 months.
A copy of the Plan of Reorganization dated November 29, 2023, is
available at https://tinyurl.ph/znwrK from PacerMonitor.com.
About Smith & Sons Trucking
Smith & Sons Trucking, LLC, has been in the business of commercial
transport or more commonly referred to as "trucking."
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. La.
Case No. 23-30467) on April 25, 2023. The Debtor tapped James W.
Spivey II, A Professional Law Corporation, as counsel.
SOFT SURROUNDINGS: Gordon Brothers Facilitated Going Concern Sale
-----------------------------------------------------------------
Gordon Brothers, the global asset experts, facilitated Soft
Surroundings' going concern sale to Coldwater Creek through the
U.S. women's clothing and accessories retailer's filing of Chapter
11 bankruptcy in September.
Coldwater Creek, a U.S. women's apparel, accessories, shoes and
home decor retailer, has acquired Soft Surroundings'
direct-to-consumer business allowing for the entire collection to
continue online at softsurroundings.com and the preservation of
jobs.
Gordon Brothers leveraged its integrated service offering to
provide capital, expertise and guidance on the sale process prior
to, during and post-bankruptcy, maximizing value for all
stakeholders.
"With our deep expertise, 120-year history working with retailers
and knowledge of restructuring, we understood Soft Surroundings'
situation and intervened early to avoid a full liquidation," said
Kyle C. Shonak, Senior Managing Director, Transaction Team & Head
of North America Lending at Gordon Brothers. "We advised both
companies and navigated the formal restructuring process to
maximize the value of the assets in which the retailers, their
employees and their stakeholders all benefited."
Gordon Brothers had provided Soft Surroundings a $17 million term
loan to pursue a sale process and $18 million in
debtor-in-possession financing for its plan of reorganization. The
firm had previously supported the completion of Soft Surroundings'
inventory transition to a Mexican-based third-party logistics
warehouse service.
"In pursuing the acquisition of Soft Surroundings'
direct-to-consumer business, we greatly benefitted from Gordon
Brothers' partnership over the last few months, their expertise and
all-encompassing, tailor-made solution," said David Walde, Chief
Executive Officer of Coldwater Creek. "They not only provided
capital, but the guidance and expertise needed to acquire the
business through the company's bankruptcy proceeding at an
accelerated pace, thereby saving jobs, maximizing value, and
working with all parties to ultimately change the lens in how we
had initially approached the opportunity."
Gordon Brothers provides both short- and long-term capital to
clients undergoing transformation. The firm lends against and
invests in brands, real estate, inventory, receivables, machinery,
equipment and other assets, both together and individually, to
provide clients liquidity solutions beyond its market-leading
disposition and appraisal services.
Gordon Brothers partners with management teams, private equity
sponsors, strategic buyers and asset-based lenders globally to
provide its expertise and additional capital in special situations.
The firm's tailor-made solutions provide clients additional capital
alongside traditional debt and equity, and its structures
complement senior asset-based lending facilities and include credit
and yield enhancements.
About Gordon Brothers
Since 1903, Gordon Brothers (www.gordonbrothers.com) has helped
lenders, management teams, advisors and investors move forward
through change. The firm brings a powerful combination of expertise
and capital to clients, developing customized solutions on an
integrated or standalone basis across four services areas:
valuations, dispositions, financing and investment. Whether to fuel
growth or facilitate strategic consolidation, Gordon Brothers
partners with companies in the retail, commercial and industrial
sectors to provide maximum liquidity, put assets to their highest
and best use and mitigate liabilities. The firm conducts more than
$100 billion worth of dispositions and appraisals annually and
provides both short- and long-term capital to clients undergoing
transformation. Gordon Brothers lends against and invests in
brands, real estate, inventory, receivables, machinery, equipment
and other assets, both together and individually, to provide
clients liquidity solutions beyond its market-leading disposition
and appraisal services. The firm is headquartered in Boston, with
over 30 offices across five continents.
About Soft Surroundings
Operating under the Soft Surroundings brand, Soft Surroundings
Holdings and its subsidiaries are a direct-to- consumer nationwide
company, selling women's apparel, accessories, beauty products, and
home goods. The brand is centered around a direct to consumer
business, which includes a robust e-commerce marketplace.
Soft Surroundings Holdings, LLC, and its 3 affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90769) on
Sept. 10, 2023, with $0 to $50,000 in assets and $50 million to
$100 million in liabilities. Curt Kroll, chief restructuring
officer, signed the petitions.
The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy
counsel; and Law Office Of Liz Freeman as local bankruptcy counsel.
SSG Capital Partners, LLC, is the investment banker. Stretto,
Inc., is the claims agent.
STEEL HUGGERS: Court OKs Cash Collateral Access Thru Dec 22
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Steel Huggers, LLC to use cash collateral up to the amount of
$656,901 through December 22, 2023.
As adequate protection, the Colorado Department of Revenue, Small
Business Administration, Fox Capital Group, Inc., LG Funding Group,
LLC and any other party claiming an interest in cash collateral are
granted a post-petition lien on all post-petition assets and income
derived from the operation of the Debtor's business and assets, to
the extent that the use of the cash results in a decrease in the
value of the Secured Creditors' interests in its pre-petition
collateral pursuant to 11 U.S.C. Section 361(2). All replacement
liens will hold the same relative priority to assets as did the
pre-petition liens.
The Debtor will keep the Secured Creditors' collateral insured to
the extent it was insured on a pre-petition basis.
The Debtor will provide the Secured Creditors with a complete
accounting, on a monthly basis, of all revenue, expenditures, and
collections through the filing of the Debtor's Monthly Operating
Reports and in a manner similar to pre-petition reporting.
The Debtor will maintain and preserve the operation of all of the
Secured Creditors' collateral.
A final hearing on the matter is set for December 21 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=1IbQJw
from PacerMonitor.com.
About Steel Huggers
Steel Huggers LLC is a steel-fabrication company located in
unincorporated Weld County just outside Longmont.
Steel Huggers LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 23-1529) on Nov. 15, 2023.
In the petition filed by Nic Malwitz, as manager, the Debtor
estimated assets up to $50,000 and estimated liabilities between $1
million and $10 million.
Judge Thomas B. McNamara oversees the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley PC, represents
the Debtor as legal counsel.
STEM HOLDINGS: Gets Holders' Approval to Amend Debentures
---------------------------------------------------------
Stem Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company has received
the approval of the holders of the 8.00% unsecured convertible
debentures of the Company to amend the terms of the Convertible
Debentures. As of Nov. 30, 2023, a total principal amount of
approximately US$2.56 million of Convertible Debentures were
outstanding.
The Debenture Holders have approved amendments to the terms of the
Convertible Debentures to: (i) reprice the Convertible Debentures
from the current conversion price of C$0.10 per share of Common
Stock of the Company to US$0.01 per Common Share; and (ii) permit
the Company to force the conversion of the principal amount of the
then outstanding Convertible Debentures and any accrued and unpaid
interest thereof at the New Conversion Price at any time, in the
sole discretion of the Company.
The Debenture Amendments will be implemented pursuant to the terms
of a supplemental indenture to be entered into between the Company
and Olympia Trust Company. A copy of the Supplemental Indenture
will be available on the Company's profile on SEDAR+.
The Company intends to convert the entire principal amount of the
Convertible Debentures and any accrued and unpaid interest thereon
at the New Conversion Price on or around Dec. 1, 2023. Assuming
the conversion of the entire principal amount of Convertible
Debentures and any accrued and unpaid interest thereon at the New
Conversion Price, approximately 264 million Common Shares will be
issued, representing approximately 48.5% the Common Shares
outstanding following such conversion.
About Stem Holdings
Headquartered in Boca Raton, Florida, Stem Holdings, Inc. --
http://www.stemholdings.com-- is a Nevada corporation incorporated
on June 7, 2016, and is an omnichannel, vertically-integrated
cannabis branded products and technology company with
state-of-the-art cultivation, processing, extraction, retail,
distribution, and delivery-as-a-service (DaaS) operations
throughout the United States.
Stem Holdings reported a net loss of $17.53 million for the year
ended Sept. 30, 2022, a net loss of $64.6 million for the year
ended Sept. 30, 2021, and a net loss of $11.5 million for the year
ended Sept. 30, 2020.
Deer Park, IL-based LJ Soldinger Associates, LLC, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated Jan. 13, 2023, citing that the Company had a net loss
of approximately $17.5 million, negative working capital of $0.8
million and an accumulated deficit of $133.1 million as of and for
the year ended Sept. 30, 2022. In addition, the Company has
commenced operations in the production and sale of cannabis and
related products, an activity that is illegal under United States
Federal law for any purpose, by way of Title II of the
Comprehensive Drug Abuse Prevention and Control Act of 1970,
otherwise known as the Controlled Substances Act of 1970 (the
"ACT"). These facts raise substantial doubt as to the Company's
ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
STERETT COMPANIES: Court OKs Cash Collateral Access Thru Jan 2024
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky,
Owensboro Division, authorized Sterett Companies, LLC and
affiliates to use cash collateral on an interim basis in accordance
with the budget, from December 1, 2023 through January 10, 2024.
On October 29, 2020, the Debtors entered a credit and security
agreement. The financial institutions party to the Prepetition
Credit and Security Agreement are Rockland Trust Company,
Huntington National Bank, and Webster Business Credit, a division
of Webster Bank N.A., successor in interest to Webster Business
Credit Corporation as Agent.
As of the Petition Date, pursuant to the Prepetition Credit and
Security Agreement, the Debtors were indebted to the Lenders in the
principal amount of $67.023 million, plus accrued prepetition
interest, fees, expenses and other amounts arising under the
Prepetition Credit and Security Agreement.
The Prepetition Obligations were secured by valid, enforceable, and
perfected liens on and security interests encumbering substantially
all assets of the Debtor.
As adequate protection, the Agent is granted a lien, mortgage,
and/or security interest in all of the Debtors' presently owned or
hereafter acquired property and assets.
The Adequate Protection Lien will be a senior first priority Lien
on the Adequate Protection Collateral.
In the event that the Adequate Protection Lien is insufficient, for
any reason, as adequate protection of Agent's interests in the
Adequate Protection Collateral, Agent for itself and for the
ratable benefit of each Lender is granted a post-petition
superpriority administrative expense claim against each of the
Debtors.
As further adequate protection, the Debtors will provide to Agent,
on behalf of the Lenders, a payment of $200,000 for the month of
November consisting of (i) $125,000 payable the following payments:
(i) on November 30, 2023, a payment of $75,000 constituting
the remaining amount owed for the Interim Adequate Protection
Payment;
(ii) on December 1, 2023, an Adequate Protection Payment of
$175,000 and on December 15 an Adequate Protection Payment of
$175,000 and
(iii) on January 2, 2024, an Adequate Protection Payment of
$175,000 and on January 15, 2024 an Adequate Protection Payment of
$175,000.
A copy of the order is available at https://urlcurt.com/u?l=2NMHD2
from PacerMonitor.com.
About Sterett Companies, LLC
Sterett Companies, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-40625) on October
27, 2023.
In the petition signed by William L. Sterett, III, CEO, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Charles R. Merrill oversees the case.
Neil C. Bordy, Esq., at Seiller Waterman LLC, represents the Debtor
as legal counsel.
STRATEGIC MATERIALS: Files for Chapter 11 to Cut $300M in Debt
--------------------------------------------------------------
North America's largest glass recycler, Strategic Materials, Inc.,
announced a comprehensive restructuring to position the business
for long-term growth.
SMI and certain of its U.S. domestic subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of Texas. During the restructuring, the Company
intends to operate in the ordinary course of business without
disruption. The Company's Canadian and Mexican based operating
affiliates are not part of the chapter 11 bankruptcy process.
SMI has secured new money commitments of $23 million, subject to
Court approval, for a debtor-in-possession (DIP) financing facility
from existing lenders to support its business operations. The
facility will allow SMI to continue meeting its obligations across
the entire enterprise -- including to customers, suppliers, and
employees -- while financially restructuring and reorganizing the
business, including deleveraging the balance sheet by over $300
million.
The restructuring will enable the business to grow and operate
sustainably and continue to deliver high-quality products while
maximizing value for all stakeholders. The Company has filed
certain customary "First Day" motions with the Court to ensure
operations continue without interruption. All employees will
continue to receive pay and benefits, and suppliers of goods and
services will be paid in the ordinary course.
"We play a critical role for the customers and communities we
serve," said Chris Dods, the Chief Executive Officer of Strategic
Materials. "The past several years presented significant
operational and financial challenges, requiring a comprehensive
restructuring of the balance sheet of the Company. We are grateful
for the demonstration of confidence in our underlying business,
represented by substantial new financing committed from the lender
group."
Prepackaged Plan Filed
The Debtors filed in Bankruptcy Court a proposed Prepackaged Plan
of Reorganization. The Plan provides for the payment in full of
Administrative Expense Claims, Priority Tax Claims, and Other
Priority Claims, and Other Secured Claims will either be paid in
full or Reinstated (in any case, each of the foregoing Claims will
be Unimpaired under the Plan).
Under the Plan, holders of First Lien Credit Facility Claims will
receive 96.5% of the Reorganized SMI Topco Interests, holders of
1.5 Lien Credit Facility Claims will get 1.5% of the equity, and
Second Lien Credit Facility Claims will get 1% of the equity.
General Unsecured Claims will be paid in full.
Court filings and information about the Chapter 11 Cases are
available on a separate website (https://cases.ra.kroll.com/SMI)
administered by Strategic Material Inc.'s claims agent, Kroll.
Information is also available by calling 844-307-7493 (Toll Free
U.S./Canada) or +1 646-651-1183 (Toll).
About Strategic Materials
With over a 125-year history, Strategic Materials, Inc. --
http://www.smi.com/-- is North America's most comprehensive glass
recycler, with nearly 50 locations in the United States, Canada,
and Mexico. The company continues to be focused on passionate
advocacy, operational excellence, and collaborative partnership.
SMI is a trusted partner to cleaner, more efficient glass
production, providing customers and suppliers with economical and
environmentally viable products and solutions for reuse of waste
streams.
Strategic Materials and 15 affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 23-90907) on Dec. 4, 2023, .
SMI estimated assets of $100 million to $500 million and debt of
$500 million to $1 billion as of the bankruptcy filing.
The Hon. Christopher M. Lopez is the case judge.
Strategic Materials is being advised by Moelis & Company, LLC as
investment banker, Alvarez & Marsal, as restructuring advisor, and
Vinson & Elkins LLP and Wachtell, Lipton, Rosen & Katz as legal
counsel. Kroll is the claims agent.
STRATEGIC MATERIALS: To Seek Approval of Debt-for-Equity Plan
-------------------------------------------------------------
Unable to find a buyer, Strategic Materials, Inc., sought Chapter
11 protection to implement a debt-for-equity plan that will reduce
debt by $300 million.
In recent years, the Debtors have faced macroeconomic headwinds,
including significantly increased interest rates and inflation, the
effects of which have been exacerbated by increasing competition in
the Company's most profitable regions, while simultaneously
experiencing shifting market demands in the glass recycling
industry.
The Debtors proactively worked with their secured lenders to
address their balance sheet and liquidity challenges, including by
entering into a forbearance agreement on Aug. 1, 2023, negotiating
a Restructuring Support Agreement and obtaining interim financing
under a Prepetition Superpriority Facility that allowed the Company
to run a robust out-of-court sale process and prepare for the
filing of the Chapter 11 cases.
Ultimately, the Sale Process did not result in the receipt of an
actionable bid and, with the support of the First Lien Lender
Group, the Debtors commenced the Chapter 11 Cases to implement the
"equitization transaction", as contemplated in the RSA.
43 Facilities, 700 Employees
The Company is a privately held company that is the industry leader
in recovering and processing post-consumer and post-industrial
glass in North America. The Company operates a network of 43
facilities across the United States (including nineteen 19 states),
Canada, and Mexico.
Through its network of facilities, the Company recycles over two
million tons of glass per year and serves large and stable end
markets, including those related to glass packaging, fiberglass
insulation, flat glass, highway safety beads, air-blast abrasives,
specialty glass, recycled plastic resin, and glass fillers.
As of the Petition Date, the Company (including non-debtor
affiliates) employs over 700 individuals on a full-time or
part-time basis and utilizes approximately 200 temporary employees
and/or contractors across its U.S., Canadian, and Mexican
businesses.
Strategic Materials is the Company's primary operating entity and
the direct owner of 100.0% of the equity interests of each of
American Specialty Glass, Inc., a Delaware corporation that
operates the Company's specialty colored-glass business, and
Ripple, a Delaware limited liability company that operates the
Company's drop-off container business.
Strategic Materials also owns 100.0% of the equity interests in
legacy entities SMI Reflective Industries HoldCo, LLC, SMI
Reflective Recycling NE HoldCo, LLC, SMI Reflective Recycling
HoldCo, LLC, SMI Equipment, Inc., Container Recycling Alliance,
LLC, SMI BevCon HoldCo, LLC, and SMI Nutmeg HoldCo, LLC.
The Company entities in Mexico and Canada are not Debtors.
Certain funds affiliated with Littlejohn are the ultimate owners of
the Company.
$430-Mil. of Funded Debt
As of the Petition Date, the Debtors' funded debt liabilities total
approximately $433 million:
Amount
Credit Facility Outstanding
--------------- -----------
Superpriority Credit Facility $28.4 million
Revolving Credit Facility $41.9 million
First Lien Term Credit Facility $236.5 million
1st Am. Incremental 1L Term Loan $15.5 million
3rd Am. Incremental 1L Term Loan $7.0 million
4th Am. Incremental 1L Term Loan $5.3 million
1.5 Lien Credit Facility $11.7 million
Second Lien Credit Facility $86.4 million
Prepetition Negotiations
Prepetition, the Company engaged advisors to explore potential
deleveraging transactions. In August 2023, the Company retained
Moelis, as investment banker, to explore strategic alternatives and
solutions for the Company's balance sheet and liquidity challenges,
and to consider other potential liability management transactions.
In August 2023, the Company also engaged Vinson & Elkins LLP
("V&E"), as restructuring counsel (in addition to its existing
finance and restructuring counsel, Wachtell, Lipton, Rosen & Katz
("Wachtell")), and Alvarez & Marsal ("A&M," and collectively with
Wachtell, Moelis, and V&E, the "Advisors"), as financial advisor,
to work with the Company on forecasting cash flow, analyzing and
preserving liquidity, and implementing contingency planning for a
potential in-court process in the event the Company was
unsuccessful in consummating a comprehensive out-of-court solution.
During this time, the Company and the Advisors explored a number
of potential out-of-court and in-court alternatives.
Certain Holders of Claims under the Company's prepetition secured
debt (the "First Lien Lender Group") retained Arnold & Porter Kaye
Scholer LLP and Ankura Consulting, LLC (the "Consenting Creditor
Representatives"). The Company and its Advisors began working in
parallel with the First Lien Lender Group and the Consenting
Creditor Representatives on a potential transaction to
comprehensively address the Company's funded debt and liquidity
constraints, culminating in the execution of the RSA, which
provides for a dual-track Sale Process and alternative in-court
restructuring process.
Execution of the RSA and Plan
The Company and the Advisors engaged in conversations with the
First Lien Lender Group and the Consenting Creditor Representatives
regarding potential consensual transactions to address the Debtors'
balance sheet and liquidity challenges, including a potential sale
of the Company or a restructuring of the Debtors' funded debt
obligations.
After several months of negotiations, it became clear that a
dual-track Sale Process and alternative in-court
debt-to-equity-conversion restructuring transaction with the First
Lien Lender Group presented the best opportunity to maximize the
Company's value for all stakeholders. Accordingly, on Sept. 15,
2023, the Debtors, members of the First Lien Lender Group, in their
capacity as Consenting Creditors, and Littlejohn, in its capacity
as the indirect holder of equity interests in Group Holdings,
entered into the RSA.
The RSA was executed by Consenting Creditors holding (i) 100.0% of
the aggregate principal amount of the Superpriority Credit Facility
Claims; (ii) at least 66.67% of the aggregate principal amount of
the Prepetition First Lien Credit Facility Claims and more than
one-half in number of the Holders thereof; (iii) 100.0% of the
aggregate principal amount of the Prepetition 1.5 Lien Credit
Facility Claims; and (iv) at least 66.67% of the aggregate
principal amount of Prepetition Second Lien Credit Facility Claims
and more than one-half in number of the Holders thereof.
The RSA documents the parties' commitment to the restructuring
transactions. As such, it is an essential part of the Debtors'
restructuring efforts and provides the Debtors with significant
assurances regarding the ultimate success of the Chapter 11 cases.
In particular, by signing the RSA, the Consenting Creditors have
agreed to support the restructuring process on the terms set forth
in the RSA. This includes an agreement by the Consenting Creditors
to vote in favor of the joint prepackaged chapter 11 plan of
reorganization.
Pursuant to the RSA, the Parties have agreed to a comprehensive
restructuring process to be implemented in accordance with the
Plan. Certain key elements of the RSA and the Plan include:
* the execution of a robust out-of-court marketing and sales
process in which Moelis and the Company's management team engaged
with a large number of financial and strategic buyers to sell all
or a portion of the Company's assets or equity;
* the First Lien Lender Group agreement to provide a
postpetition senior secured superpriority single-draw
debtor-in-possession facility (DIP facility) consisting of
$23,000,000 in new money and $27,500,000, plus accrued and unpaid
interest of approximately $950,000, in rolled up prepetition
indebtedness from the Prepetition Superpriority Facility;
* the filing of the Plan, Disclosure Statement, and motion for
approval of the Disclosure Statement on the Petition Date;
* satisfying certain restructuring milestones; and
* consummating the transactions contemplated in the Plan and
making distributions to Holders of Allowed Claims and Interests
based on the treatment provided for such Holders in the Plan.
Prepetition Solicitation
On Nov. 15, 2023, the Company began soliciting votes to accept the
Plan by distributing the Plan, the Disclosure Statement, a ballot,
and other Solicitation Materials to each Holder of a Claim under
the First Lien Credit Facility, 1.5 Lien Credit Facility, and
Second Lien Credit Facility and to the Holder of Interests in SMI
Topco. The deadline for submitting votes to accept or reject the
Plan was Nov. 22, 2023. Each Class of Claims and Interests entitled
to vote on the Plan voted to accept the Plan. Of those who voted
on the Plan, Holders of First Lien Credit Facility Claims holding
100.0% in dollar amount and 100.0% in number of such voted Claims,
Holders of 1.5 Lien Credit Facility Claims holding 100.0% in dollar
amount and 100.0% in number of such voted Claims, Holders of Second
Lien Credit Facility Claims holding 100.0% in dollar amount and
100.0% in number of such voted Claims, and the Holder of 100.0% of
the Class 10 Interests, voted to accept the Plan.
It is the Debtors' intent to move through the Chapter 11 Cases as
quickly and efficiently as possible, with the goal of reaching a
joint disclosure statement and confirmation hearing in the near
future. To do so, Debtors have proposed a Plan that has garnered
significant support of impaired creditors. Trade Claims and
General Unsecured Creditors are unimpaired under the Plan.
About Strategic Materials
With over a 125-year history, Strategic Materials, Inc. --
http://www.smi.com/-- is North America's most comprehensive glass
recycler, with nearly 50 locations in the United States, Canada,
and Mexico. The company continues to be focused on passionate
advocacy, operational excellence, and collaborative partnership.
SMI is a trusted partner to cleaner, more efficient glass
production, providing customers and suppliers with economical and
environmentally viable products and solutions for reuse of waste
streams.
Strategic Materials and 15 affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 23-90907) on Dec. 4, 2023.
SMI estimated assets of $100 million to $500 million and debt of
$500 million to $1 billion as of the bankruptcy filing.
The Hon. Christopher M. Lopez is the case judge.
Strategic Materials is being advised by Moelis & Company, LLC as
investment banker, Alvarez & Marsal, as restructuring advisor, and
Vinson & Elkins LLP and Wachtell, Lipton, Rosen & Katz as legal
counsel. Kroll is the claims agent.
T-SHACK INC: Hearing on Nev. Property Sale to Continue on Jan. 3
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will continue
the hearing on the proposed sale of T-Shack, Inc.'s real property
on Jan. 3 next year.
The company on Nov. 8 filed a motion to sell its property located
at 5388 Swenson St. #26 F, Las Vegas, Nev.
Parlay Property Holdings, LLC offered to buy the property for
$125,000, including a $2,000 deposit, which it already paid.
The property is being sold "free and clear" of any liens.
Michael Harker, Esq., T-Shack's attorney, said the proposed sale is
"in the best interest of all involved" including the company's
unsecured creditors.
"All parties would eventually get paid in full at an amount to be
determined and there would be remaining funds for the unsecured
creditors and the estate," Mr. Harker said in the motion.
About T-Shack Inc.
T-Shack Inc. is a wholesale and retail company in Mantador, N.D.
T-Shack filed Chapter 11 petition (Bankr. D. Nev. Case No.
22-11197) on April 5, 2022, with $1 million to $10 million in both
assets and liabilities. Raymond Zajac, registered agent, signed the
petition.
Judge Mike K. Nakagawa oversees the case.
Michael J. Harker, Esq., at The Law Offices of Michael J. Harker is
the Debtor's bankruptcy counsel.
TARZANA PLAZA: Arturo Cisneros Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 16 appointed Arturo Cisneros as
Subchapter V trustee for Tarzana Plaza Condominiums Association.
Mr. Cisneros will be paid an hourly fee of $575 for his services as
Subchapter V trustee while the trustee administrator will be
compensated at $200 per hour. In addition, the Subchapter V trustee
will receive reimbursement for work-related expenses incurred.
Mr. Cisneros declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Arturo Cisneros
3403 Tenth Street, Suite 714
Riverside, CA 92501
Phone: (951) 682-9705/(951) 682-9707
Email: Arturo@mclaw.org
About Tarzana Plaza
Tarzana Plaza Condominiums Association filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif.
Case No. 23-12372) on Nov. 11, 2023, with $500,001 to $1 million in
both assets and liabilities.
Judge Theodor Albert oversees the case.
Michael R. Totaro, Esq., at Totaro & Shanahan, LLP represents the
Debtor as legal counsel.
TARZANA PLAZA: Hires Marshack Hays Wood as Special Counsel
----------------------------------------------------------
Tarzana Plaza Condominiums Association seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Marshack Hays Wood LLP as special litigation counsel.
The firm will provide these services:
a. represent and advise the Estate with respect to affirmative
claims for relief that the Estate may hold and desire to
prosecute;
b. represent and advise the Estate in the filing and objections
to various claims filed against the Estate;
c. represent the Estate in any proceeding or hearing in the
Bankruptcy Court and in any action where the rights of Estate
property may be litigated or affected;
d. assist general counsel, when requested, with the drafting and
prosecution of a Chapter 11 Plan of Reorganization and disclosure
statement;
e. conduct examinations of witnesses, claimants, or adverse
parties, and to prepare and assist in the preparation of reports,
accounts, applications, motions, complaints, and orders;
f. file any motions, applications, or other pleadings
appropriate to effectuate the reorganization of Debtor;
g. investigate and prosecute any and all claims for relief that
may be deemed necessary for the reorganization of Debtor; and
h. perform any and all other legal services necessary to aid in
Debtor's reorganization.
The firm will be paid at these rates:
Partners $460 to $690 per hour
Of Counsels $550 to $590 per hour
Associates $420 to $430 per hour
Paralegals $260 to $290 per hour
The firm will be paid a retainer in the amount of $20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David A. Wood, Esq., a partner at Marshack Hays Wood LLP, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Matthew W. Grimshaw, Esq.
David A. Wood, Esq.
Sarah R. Hasselberger, Esq.
Marshack Hays Wood LLP
870 Roosevelt
Irvine, CA 92620
Tel: (949) 333-7777
Fax: (949) 333-7778
Email: mgrimshaw@marshackhays.com
dwood@marshackhays.com
shasselberger@marshackhays.com
About Tarzana Plaza Condominiums Association
Tarzana Plaza Condominiums Association, filed a Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 23-12372) on
November 11, 2023, disclosing under $1 million in both assets and
liabilities.
The Debtor is represented by TOTARO & SHANAHAN, LLP.
TECHNICAL ORDNANCE: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, authorized Technical Ordnance Solutions, LLC,
Atomic Machine and EDM, Inc., and Energy Technical Systems, Inc. to
use cash collateral on an interim basis, in accordance with the
budget, with a 10% variance, through and including the date
scheduled for confirmation of the Debtors' Plan of Liquidation.
The Debtors require access to cash collateral to pay ordinary and
necessary business expenses.
As previously reported by the Troubled Company Reporter, the
Debtors borrowed and spent money to enhance their manufacturing
capabilities by obtaining cross-collateralizing loans -- with cross
guaranties -- from the lenders. In the wake of COVID-19 and
subsequent economic downturns, demand for the Debtors' pistol
barrels and associated products softened. As a result, the Debtors
are unable to timely meet their debt service and other financial
obligations.
The Debtors have a number of secured creditors that have asserted
pre-petition security interests in (i) the Debtors' prepetition
property, and (ii) the cash proceeds that are derived from the
Collateral. To the best of the Debtors' knowledge, the Secured
Creditors are:
-- the U.S. Small Business Administration,
-- Newtek Small Business Finance, LLC,
-- Newtek Business Credit Solutions,
-- US Strategic Capital Advisors LLC,
-- IOU,
-- Kapitus, LLC, and
-- Small Business Financial Solutions, LLC, a/k/a Rapid
Finance.
As adequate protection, the Secured Creditors will have a perfected
post-petition lien against the Prepetition Collateral to the same
extent and with the same validity and priority as their alleged
prepetition lien, without the need to file or execute any document
as may otherwise be required under applicable non-bankruptcy law.
The Debtors will maintain insurance coverage for its property in
accordance with obligations under the loan and security documents
with the Secured Creditors.
The Court will revisit the relief requested in the Motion on a
final basis at the final confirmation hearing that will be set in
January 2024.
A copy of the Court's order is available at
https://urlcurt.com/u?l=Tb975C from PacerMonitor.com.
About Technical Ordnance Solutions LLC
Technical Ordnance Solutions LLC is engaged in the business of
ordnance accessories manufacturing. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 23-00125) on February 5, 2023. In the petition signed by Clyde
William Colburn, III, its owner, the Debtor disclosed up to
$100,000 in assets and up to $10 million in liabilities.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law, represents the Debtor as
legal counsel.
TEREX CORP: S&P Upgrades ICR to 'BB', Outlook Stable
----------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Terex Corp.,
a U.S.-based manufacturer of heavy equipment, to 'BB' from 'BB-'.
At the same time, S&P raised its ratings on the company's senior
secured debt to 'BBB-' from 'BB+' and on its unsecured notes to
'BB' from 'BB-'. S&P's recovery ratings are unchanged.
The stable outlook reflects S&P's expectation that debt leverage
will remain low while demand remains strong and the company will
have ample cushion to maintain adjusted debt leverage below 4x
during a cyclical downturn.
S&P said, "We believe Terex's financial policy will keep adjusted
debt to EBITDA below 4x through the cycle. S&P Global
Ratings-adjusted debt to EBITDA has fallen to 0.9x as of Sept. 30,
2023, and solid cash generation this quarter will likely lower it
further by the end of the year. Terex has strengthened its balance
sheet over the past five years. Share repurchases have averaged
less than $50 million annually over this period. Since restarting
acquisition activity in 2021, the company has completed several
small transactions totaling $109 million. The company also reduced
its dividend during 2020 before restoring it in 2021. However, we
believe Terex's adjusted debt leverage could increase to 3x-4x
during a cyclical downturn, which would be consistent with Terex's
public leverage target of 2.5x through the cycle. We assume the
company may increase leverage to acquire businesses to combine with
its existing materials processing (MP) or utilities business or
increase shareholder rewards more than our base case anticipates.
Nevertheless, we believe Terex will keep S&P Global
Ratings-adjusted debt to EBITDA below 2x while demand is strong,
which should provide enough cushion to prevent leverage from rising
above 4x when demand cyclically deteriorates.
"Cost structure improvements will also help credit measures through
the next cyclical downturn. Historically, debt leverage has
materially increased during recessionary periods. However, we
expect this increase should be less pronounced going forward
considering operational improvements the company has implemented
over the past few years. We forecast the aerial work platforms
(AWP) segment margin will be 13% in 2023, significantly higher than
10.2% in 2018, the most recent peak in demand for Genie products.
We believe cutting $90 million of selling, general, and
administrative expense from the segment drove this improvement, but
better manufacturing efficiency also helped. Manufacturing in
low-cost countries remains a key piece of the company's strategy
and an opportunity it could take further advantage of during the
next downturn. As a result, AWP segment margins are unlikely to
fall as dramatically during the next downturn as they did from 2018
to 2020. By contrast, the materials processing (MP) segment margin
only fell 280 basis points (bps) (to 11.4%) in 2020, compared with
the peak in 2019.
"We believe Terex's sales will remain cyclical. About half of
Terex's revenue comes from general and infrastructure construction
end markets. It also sells equipment used in manufacturing and
infrastructure maintenance, where end-market activity is less
cyclical. Demand for heavy equipment is typically more volatile
than end-market activity because it has a long useful life. That
said, we also expect demand to benefit from megatrend tailwinds
over the next few years."
Infrastructure investments and other mega projects should support
demand through higher interest rates over the next year or two. S&P
forecasts interest rates will weigh on economic activity in both
the U.S. and eurozone in 2024, and it anticipates Terex's growth
will decelerate as a result. However, U.S. government investment in
roads, bridges, and connectivity will likely, along with private
investment in on-shoring manufacturing capacity, offset this
headwind and result in low-single-digit percent growth for Terex in
2024.
The stable outlook indicates S&P's expectation that Terex will
maintain S&P Global Ratings-adjusted debt to EBITDA comfortably
below 2x over the next 12 months while demand for its equipment is
strong.
S&P said, "We could lower our rating on Terex if we believe S&P
Global Ratings-adjusted debt leverage will rise above 4x. This
could occur if we forecast adjusted debt to EBITDA will rise above
2x amid strong demand, reducing cushion for the company's credit
measures to weather a cyclical downturn."
Although unlikely over the next year, S&P could raise its rating on
Terex if S&P believes:
-- The company has significantly reduced exposure to competitive
and cyclical end markets meaningfully reducing the volatility of
earnings and debt leverage through the cycle; or
-- A more conservative financial policy allows the company to
sustain S&P Global Ratings-adjusted debt to EBITDA below 3x during
a cyclical downturn.
THREE DELUNA: Jerrett McConnell Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq.,
at McConnell Law Group, P.A. as Subchapter V trustee for Three
Deluna, LLC.
Mr. McConnell 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. McConnell declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerrett M. McConnell, Esq.
McConnell Law Group, P.A.
6100 Greenland Rd., Unit 603
Jacksonville, FL 32258
Phone: (904) 570-9180
Email: info@mcconnelllawgroup.com
About Three Deluna
Three Deluna, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30793) on Nov.
10, 2023, with $500,001 to $1 million in both assets and
liabilities.
Jodi Daniel Dubose, Esq., at Stichter Riedel Blain & Postler, P.A.
represents the Debtor as legal counsel.
TOPGOLF CALLAWAY: S&P Alters Outlook to Negative, Affirms 'B+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed all its ratings, including its 'B+' issuer-credit rating
and all issue-level ratings on U.S.-based golf equipment, apparel,
and entertainment company Topgolf Callaway Brands Corp. (TCB).
The negative outlook reflects S&P's expectation for S&P Global
Ratings-adjusted leverage around 5x through the end of 2024 and
that weakness in sales and profitability will persist in the U.S.
due to economic and consumer spending uncertainties.
S&P said, "We forecast S&P Global Ratings-adjusted leverage will
remain near our downside trigger of 5x or more through the end of
2024. TCB reported revenue growth of 5.3% for the third quarter
(ended Sept. 30, 2023) and 9.9% for the trailing-12 month period.
Same-venue sales at Topgolf declined by more than 3%, offsetting
golf equipment and lifestyle segment revenue largely in line with
our expectations. This includes a low-single digit decline in the
equipment segment and a nearly 8% sales growth in the company's
lifestyle brands. Topgolf's performance was hampered by lower
walk-in traffic and corporate events as well as a decline in
consumer demand with extreme heat in certain markets. S&P said,
"S&P Global Ratings-adjusted leverage for the trailing 12 months
ended in September was 5.6x and we now expect TCB to end the year
with S&P Global Ratings adjusted leverage of 5.4x, compared to our
previous forecast for adjusted leverage in the mid-to-high 4x
range. Our outlook revision reflects the uncertain consumer
environment for discretionary products and services that could lead
to persistent sales weakness amid elevate leverage. We hold this
view despite a modest improvement in S&P adjusted margins over the
last year, significantly improved profitability at Topgolf, and our
expectation for better margins over the next 12 to 18 months."
The company is significantly exposed to discretionary consumer
spending and remains vulnerable to shifts in market sentiment.
After the early stages of the COVID-19 pandemic, the golf industry
benefited from new participants and increased play by existing
participants compared to pre-pandemic levels. This increase in golf
participation drove TCB's strong performance over the past few
years, including about 28% sales growth in fiscal 2022. This
compares to year-to-date 2023 sales growth of 8.7%, which is still
robust but markedly slower compared to prior-year performance.
While TCB's unique golf ecosystem model will help support growth,
we expect some moderation in operating performance with revenue
growth in mid-single-digit range over the next two years. S&P said,
"While Topgolf's recent decline in same-store sales was partially
due to weather events, we also think that the slowing trend could
persist if consumers decrease spending on entertainment services
like those offered by the company. In addition, we also think the
discretionary nature of the golf equipment category coupled with
high levels of consumer price inflation could lead to a slowing in
equipment and lifestyle. We see this risk while noting golf
equipment demand tends to remain relatively consistent even in
times of a mild recession. Still, we believe the company maintains
a weaker competitive position relatively to higher rated peers and
see additional risk from the financing strategy of Topgolf venues.
We accordingly maintain our negative comparable ratings analysis
modifier."
S&P said, "We believe TCB's unique golf ecosystem model and
management's financial policy will help mitigate performance
challenges. We believe the company benefits from its strong market
position as TCB operates as a diverse, globally scaled business
marketing golf equipment (e.g., clubs and balls), golf gear, and
related apparel. At the same time, TCB's Topgolf segment provides
consumers a unique entertainment complex that provides customers a
mix of golf-centric amusement, food, and drink. We believe this
supports both growth and relatively stable performance
characteristics for TCB. At the same time, the equipment and
lifestyle brand, holds a strong market position in golf equipment
and adjacent categories, including significant market share in golf
clubs (24%) and balls (21%). We believe TCB can sustain
low-single-digit organic revenue growth over the coming years,
notwithstanding the normalization of golf activity and recessionary
pressures. We believe management will balance growth investments,
shareholder returns, and maintain prudent leverage in the long run,
noting the company has publicly stated an intention to delever over
time.
"The negative ratings outlook reflects our expectation that S&P
Global Ratings-adjusted leverage will remain above 5x over the
near-term before improving to 4.9xat year-end 2024. The outlook
also reflects the uncertain economic environment and risks in
consumer spending on golf-centric entertainment, golf equipment
(e.g., clubs and balls), golf gear, and related apparel.
"We could lower our rating on Topgolf Callaway if we expect it to
sustain leverage above 5x within the next 12 months. This scenario
would most likely occur if we believe an improvement in performance
is unlikely."
Such a scenario would likely coincide with:
-- Lower Topgolf visitations leading to lower venue sales and
profitability;
-- A decline in demand for golf equipment and gear and market
share losses due to unsuccessful product launches or changing
consumer preferences; or
-- The company adopts a more aggressive financial policy.
S&P said, "We could revise our outlook back to stable if the
company performs in line or better than our base-case forecasts,
likely leading to increased confidence that S&P Global
Ratings-adjusted leverage will improve and remain well below 5x on
a sustained basis.
"ESG factors are an overall neutral consideration in our credit
rating analysis of Topgolf Callaway Brands. Still, the company's
golf equipment business has seen rapid growth since the onset of
the pandemic because golf was perceived as a safe outdoor activity,
causing many new participants to enter the sport. In our view, the
industry's ability to retain these new consumers over the longer
term will primarily depend on the desirability and value of the
sport compared with other entertainment options."
TOPSECRET RESORT: Hires Shuker & Dorris P.A. as Counsel
-------------------------------------------------------
Topsecret Resort of Orlando, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Shuker & Dorris, P.A. as counsel.
the Law Firm of Shuker & Dorris, P.A. as its counsel.
The firm's services include:
a. advising as to the Debtor's rights and duties in the
bankruptcy case;
b. preparing pleadings related to this case, including a
disclosure statement and a plan of reorganization; and
c. taking any and all other necessary action incident to the
proper preservation and administration of this estate.
The firm will be paid at these rates:
Partners $500 to $650 per hour
Associates $425 per hour
Paraprofessionals $125 to $175 per hour
The firm received a retainer in the amount of $62,414.10, advanced
by James Callahan.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
R. Scott Shuker, Esq., a partner at Law Firm of Shuker & Dorris,
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:
R. Scott Shuker, Esq.
Shuker & Dorris, P.A.
121 S. Orange Avenue, Suite 1120
Tel: (407) 337-2060
Fax: (407) 337-2050
Email: rshuker@shukerdorris.com
About Topsecret Resort of Orlando, LLC
TopSecret Resort of Orlando, LLC in Orlando, FL, filed its
voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 23-04773) on November 13, 2023, listing as much as $10 million
to $50 million in both assets and liabilities. Michael R.
Spielvogel as manage, signed the petition.
SHUKER & DORRIS, P.A. serve as the Debtor's legal counsel.
URSA PICEANCE: Loses Royalty Pay Bankruptcy Appeal
--------------------------------------------------
Alex Wolf of Bloomberg Law reports that the Third Circuit ruled
lessors of Colorado land used for natural gas extraction have a
property interest in unpaid royalties held by a bankrupted energy
producer and retain the right to reclaim millions.
Some $24 million in unpaid royalties held by Ursa Operating Co. LLC
can't necessarily be counted as part of the company's estate in
bankruptcy and used to repay creditors, the U.S. Court of Appeals
for the Third Circuit said in a ruling Friday, December 1, 2023.
The appeals court overturned the decisions of two lower courts and
handed a legal victory to groups of Colorado landowners.
About Ursa Piceance Holdings
Ursa Piceance Holdings LLC -- http://www.ursaresources.com/-- is
engaged in the development and production of oil and gas in the
Piceance Basin, principally in rural areas of Western Colorado.
Its operations are focused on natural gas and natural gas liquids.
Ursa Piceance Holdings LLC and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 20-12065) on Sept. 2, 2020. The petitions were signed by Jamie
Chronister, chief restructuring officer. The Debtor was estimated
to have assets and liabilities of $100 million to $500 million as
of the bankruptcy filing.
The Hon. Karen B. Owens oversees the cases.
Sidley Austin LLP has been tapped as general bankruptcy counsel to
the Debtors while Young Conaway Stargatt & Taylor LLP has been
tapped as Delaware counsel. Conway MacKenzie Management Services
LLC serves as interim management services provider to the Debtors.
Lazard Freres & Co. LLC is the Debtors' investment banker, and
Prime Clerk LLC is the Debtors' claims and noticing agent.
VAN'S AIRCRAFT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Van's Aircraft, Inc.
14401 Keil Road NE
Aurora, OR 97002
Business Description: Van's Aircraft is a designer and
manufacturer of kit aircraft, with more than
10,000 flying aircraft and a wide selection
of available models.
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
District of Oregon
Case No.: 23-62260
Judge: Hon. David W. Hercher
Debtor's Counsel: Timothy J. Conway, Esq.
Michael W. Fletcher, Esq.
Ava Schoen, Esq.
TONKON TORP LLP
1600 Pioneer Tower
888 SW Fifth Ave
Portland, OR 97204-2099
Tel: 503-221-1440
Fax: 503-274-8779
Email: tim.conway@tonkon.com
michael.fletcher@tonkon.com
ava.schoen@tonkon.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Donald L. Eisele as interim CFO.
https://www.pacermonitor.com/view/7GMJGVI/Vans_Aircraft_Inc__orbke-23-62260__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Lycoming A Textron Company Vendor/Trade $598,323
26135 Network Place Services
Chicago, IL
60673-1261
Tel: 570-327-7003
Email: cgayman@lycoming.com
2. Pacific Metal Co. Vendor/Trade $219,640
10700 SW Services
Manhasset Dr.
Tualatin, OR 97062
Tel: 503-454-1080
3. Hartzell Propeller Inc. Vendor/Trade $130,056
8345 Solutions Center Services
Chicago, IL
60677-8003
Tel: 937-778-4391
4. Dale Cynthia Patruska Settlement $87,500
c/o Slack David Agreement
Sanger LLP
3500 Maple Ave.,
Ste. 1250
Dallas, OR 75219
Tel: (214) 528-8686
5. Boeing Distribution, Inc Vendor/ $63,889
2755 Regent Blvd Trade Services
Dallas, TX 75261
Tel: 903-457-4705
6. Bandy Manufacturing LLC Vendor/ $63,166
3420 N San Trade Services
Fernando Blvd
PO Box 7716
Burbank, CA 91510
Tel: 818-846-9020
7. Stein Air Vendor/Trade $61,850
3401 MN21 W. Creditor
Hangar 500
Faribault, MN 55021
Tel: 651-460-6955
Email: info@steinair.com
8. Usher Precision Vendor/Trade $58,143
Manufacturing Services
3863 24th Avenue
Forest Grove, OR 97116
Tel: 503-992-0015
Email: briane@usherprecision.com
9. Matco Mfg. Vendor/Trade $54,901
2361 S. 1560 West Services
Woods Cross, UT
84087
Email: tech@matcoals.com
10. Hartzell Engine Vendor/Trade $50,226
Technologies Services
2900 Selma Highway
Montgomery, AL
36108
Tel: (334) 386-5400
11. Andair Ltd Vendor/Trade $49,054
Unit 6, Fishers Grove Services
Fulflood Road,
Portsmouth,
Hampshire
PO6 1EF
United Kingdom
Tel: 44(0)23 9247 3945
Email: andair@andair.co.uk
12. Baron Metalcrafters Limited Vendor/Trade $45,888
20 Luard Road Services
Wanchai
Hong Kong, China
Tel: 63-49-887-6039
13. Flightline Interiors, LLC Vendor/Trade $40,950
7919 S. Loomis Road Services
Wind Lake, WI 53185
Tel: 262-364-6166
14. Aircraft Spruce Vendor/Trade $36,620
225 Airport Circle Services
Corona, CA 92880
Tel: 877-477-7823
15. Alpine Fastener & Hardware Vendor/Trade $35,648
2566 Business Parkway Services
Suite F
Minden, NV 89423
Email: accounting@alpinefastener.com
16. Warren Kemper Machine Vendor/Trade $35,428
41455 NW Creditor
Wilkesboro Road
Banks, OR 97106
Tel: (503) 349-0419
17. Timken Aurora Vendor/Trade $34,824
Bearing Co Creditor
901 Aucutt Road
Montgomery, IL
60538-1338
Tel: (630) 859-2030
18. Loos & Co., Inc. Vendor/Trade $29,648
16B Mashamoquet Rd Services
Pomfret, CT 06258
Tel: (860) 928-7981
Email: sales@loosco.com
19. Cronin Wood Vendor/Trade $26,955
Products Services
P.O. Box 2267
Lake Grove, OR
97035-0071
Tel: (503) 692-6249
20. Bild Industries, Inc. Vendor/Trade $26,951
800 Clearwater Loop Services
Post Falls, ID 83854
Tel: 208-773-0630
Email: sales@bildindustries.com
VASO LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vaso Logistics,Inc.
15866 Sweet Lemon Way
Winter Garden, FL 34787
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-05095
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Valentin Sorbala as director.
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/VJAC55Q/Vaso_LogisticsInc__flmbke-23-05095__0001.0.pdf?mcid=tGE4TAMA
VC GB HOLDINGS I: Moody's Alters Outlook on 'B2' CFR to Stable
--------------------------------------------------------------
Moody's Investors Service changed the outlook for VC GB Holdings I
Corp.'s ("Visual Comfort") to stable from negative. Moody's also
affirmed the company's B2 corporate family rating, B2-PD
Probability of Default Rating, B1 rating on its senior secured
first lien term loan, and Caa1 rating on its senior secured second
lien term loan.
The stable outlook reflects Moody's expectation that Visual Comfort
will be able to maintain its improved margins and will be able to
improve its interest coverage metrics over the next 12-18 months.
The affirmation of the ratings considers Visual Comfort's
consistent free cash flow generation, supported by growth in gross
margins as the company maintains its prices and benefits from
declining inbound freight costs, as well as repayment of amounts
outstanding under the revolving credit facility through cash flow
generation in 2023.
RATINGS RATIONALE
Visual Comfort's B2 CFR reflects its elevated leverage with
Debt/EBITDA at 6.4x for LTM September 2023, exposure to cyclical
residential and commercial end markets, and the relatively
discretionary nature of lighting products. The rating is also
constrained by the highly competitive nature of the lighting
industry and potential for shareholder-friendly returns stemming
from the private equity ownership of the company.
At the same time, the rating is supported by the company's good
liquidity and extended refinancing profile, consistent free cash
flow generation and its strengthening market position in the niche
and fragmented lighting market with revenues of around $1.0
billion.
Moody's expects moderate growth across Visual Comfort's end markets
with some variation in commercial end market demand and mid-single
digit growth in new residential construction experiences. Repair &
remodel, which is Visual Comfort's largest end market, is expected
to remain stable as an aging home supply supports demand for
remodeling. Visual Comfort should continue to benefit from the
diversity of its brands, pricing points, and distribution
channels.
Moody's expects Visual Comfort to maintain good liquidity over the
next 12 to 18 months. Liquidity is supported by the company's
consistent free cash flow generation, flexibility under its
springing fixed charge coverage covenant, and a cash balance of $59
million as of September 30, 2023. Moody's expects the company to
maintain full availability under its $125 million ABL credit
facility. Visual Comfort's liquidity is also supported by the lack
of upcoming debt maturities, with the nearest maturity being its
$125 million ABL credit facility in July 2026.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company expands its size and
scale, reduces its leverage sustainably below 5.0x, increases
EBITDA less capex to interest expense above 2.5x, while maintaining
solid operating margins, conservative financial policies, and good
liquidity, including positive free cash flow.
The ratings could be downgraded if the company does not make
consistent progress in deleveraging toward 6.0x, if operating
margin weakens, including due to softness in the end markets, or if
EBITDA less capex to interest coverage remains below 1.5x.
Aggressive financial policies in a form of shareholder returns or
debt-funded acquisitions, or a deterioration in liquidity,
including weakening in free cash flow such that cash flow does not
cover debt amortization, could also lead to a downgrade.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
VENUS CONCEPT: Registers 1.2 Million Shares for Potential Resale
----------------------------------------------------------------
Venus Concept Inc. filed a Form S-3 registration statement with the
Securities and Exchange Commission relating to the resale, from
time to time, by Madryn Health Partners, LP and related investment
entities, the selling stockholders, of up to 1,229,393 shares of
the Company's common stock, $0.0001 par value per share, issuable
upon conversion of outstanding shares of its Series X Convertible
Preferred Stock, $0.0001 par value per share.
The Company is not selling any securities under this prospectus,
and the Company will not receive any proceeds from the sale of
shares of the Company's common stock by the selling stockholders
under this prospectus. The selling stockholders will bear all
brokerage commissions and similar expenses attributable to the sale
of shares under this prospectus, and the Company will bear all
costs, expenses and fees in connection with the registration of
such shares. The selling stockholders may sell the shares of the
Company's common stock offered by this prospectus from time to time
on terms to be determined at the time of sale through ordinary
brokerage transactions or through any other means described in this
prospectus. Such shares may be sold at fixed prices, at market
prices prevailing at the time of sale, at prices related to
prevailing market price or at negotiated prices.
The Company's common stock is listed on the Nasdaq Capital Market
under the symbol VERO. On Nov. 30, 2023, the last reported sale
price of the Company's common stock on the Nasdaq Capital Market
was $1.52 per share.
A full-text copy of the Registration Statement is available for
free at:
https://www.sec.gov/Archives/edgar/data/1409269/000114036123055814/ny20015187x2_s3.htm#tSS
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $43.58 million in 2022
compared to a net loss of $22.14 million in 2021. As of Dec. 31,
2022, the Company had $125.38 million in total assets, $116.64
million in total liabilities, and $8.74 million in stockholders'
equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has reported recurring net losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
VENUS CONCEPT: To Request Hearing After Nasdaq Delisting Notice
---------------------------------------------------------------
Venus Concept Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company received a
written notice from the Listing Qualifications Department of The
Nasdaq Stock Market LLC which described its determination that the
Company had not regained compliance with the Minimum Equity
Requirement within the Plan period. As a result, the Nasdaq Staff
advised the Company that its securities will be delisted at the
opening of business on Dec. 7, 2023, unless the Company timely
requests a hearing before a Nasdaq Hearings Panel.
Accordingly, the Company intends to timely request a hearing before
the Panel. The hearing request will automatically stay any
suspension or delisting action pending the hearing and the
expiration of any additional extension period granted by the Panel
following the hearing. Pursuant to the Nasdaq Listing Rules, the
Panel is authorized to grant, where it deems appropriate, an
additional extension period not to exceed May 28, 2024. The
Company remains committed to taking all reasonable measures
available to regain compliance under the Nasdaq Listing Rules and
remain listed on Nasdaq.
On May 31, 2023, Venus Concept received a written notice from
Nasdaq stating that the stockholders' equity as reported in the
Company's Quarterly Report on Form 10-Q for the period ended March
31, 2023, was below the minimum $2,500,000 required for continued
listing under Listing Rule 5550(b)(1).
On July 17, 2023, the Company submitted to the Nasdaq Staff a plan
to regain compliance with the Minimum Equity Requirement. On
July 28, 2023, the Nasdaq Staff granted an extension until Nov. 27,
2023 to evidence compliance with the Minimum Equity Requirement,
conditioned upon the Company's achievement of certain milestones as
set forth in the Plan.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $43.58 million in 2022
compared to a net loss of $22.14 million in 2021. As of Dec. 31,
2022, the Company had $125.38 million in total assets, $116.64
million in total liabilities, and $8.74 million in stockholders'
equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has reported recurring net losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
VERTIV GROUP: S&P Upgrades ICR to 'BB', Outlook Positive
--------------------------------------------------------
S&P Global Ratings raised its by ratings on power and thermal
management equipment and service provider Vertiv Group Corp. one
notch, including its issuer credit rating, to 'BB' from 'BB-' and
removed the ratings from CreditWatch where they were placed with
positive implications on Nov. 2, 2023.
S&P said, "At the same time, we assigned our 'BB' issue-level
rating to Vertiv's proposed $2.123 billion term loan B, which will
be used to fully repay its existing term loan B. The recovery
rating is '3', indicating our expectation for meaningful (50%-70%,
rounded estimate 50%) recovery for lenders in the event of a
default.
"The positive outlook reflects the potential for an upgrade
supported by our forecast for S&P Global Ratings-adjusted debt
leverage to improve to the low- to mid-2x area through 2024 due to
continued solid demand from data center customers and good EBITDA
generation. The outlook also reflects our expectation for Vertiv's
FOCF generation to be sufficient to support the company's capital
deployment plans, including its dividend, share repurchase program,
and growth investments, while maintaining S&P Global
Ratings-adjusted debt leverage under 2.5x.
"We forecast S&P Global Ratings-adjusted debt leverage will remain
in the low- to mid-2x area through 2024, supported by solid demand
and our assumption that EBITDA margin will continue to improve.
Vertiv's revenue has grown significantly (nearly 24%) year over
year in the first nine months of 2023 due to solid demand from its
data center customers, including demand for cloud- and artificial
intelligence (AI)-related data storage and computing. Growing
demand for data from AI and cloud computing has resulted in a ramp
up of new data center construction that has outpaced the industry's
ability to supply key products as inputs to new data centers. We
forecast solid demand from data center customers will translate to
continued good revenue visibility and growth prospects in 2024,
albeit at a more decelerated pace, in the mid-single-digit percent
area. We assume the fast growing North American data center market
will offset weakness in China, which we do not expect will recover
until after 2024.
"We expect continued demand growth and associated higher volumes
will translate to Vertiv's S&P Global Ratings-adjusted EBITDA
margin remaining in the high-teens percent area through 2024,
compared to S&P Global Ratings-adjusted EBITDA margin of 10.7% in
2022. While we believe Vertiv may face some declining pricing in
2024 as large customers seek to maximize value in their long-term
investments in data centers, we assume this will be largely offset
by benefits from a more stabilized supply chain and inflation
environment.
"Vertiv's capital deployment plans have been clearly articulated
and do not impair our forecast for debt leverage. In its recent
investor day, Vertiv outlined updates to its capital allocation
plan and financial policy that included raising its dividend to
about $40 million annually, from $3.8 million previously, the
authorization of a $3 billion four-year share repurchase program,
and reducing its net leverage target to 1x-2x, from 2x-3x
previously. Our forecast for S&P Global Ratings-adjusted debt
leverage to remain in the low-to mid-2x area is not impaired by the
anticipated increases in shareholder returns since we forecast
Vertiv's FOCF will be sufficient to largely support these cash
outflows, and since we do not believe Vertiv would increase its
leverage to fund share repurchases given the company's updated net
leverage target.
"We forecast Vertiv's unadjusted FOCF will increase meaningfully in
2023 to about $485 million, from a cash use of $264 million in
2022. The improvement in FOCF this year has been due to
significantly higher EBITDA and significantly lower working capital
cash uses. Management has invested to diversify its supply chains
and improve its working capital turns. We assume Vertiv will
maintain these improvements in working capital and, along with
continued EBITDA growth, will translate to continued growth in
unadjusted FOCF, to about $540 million in 2024.
"The positive outlook reflects the possibility of an upgrade
supported by our forecast for S&P Global Ratings-adjusted debt
leverage to improve to the low- to mid-2x area through 2024 because
of continued solid demand from data center customers and good
EBITDA generation. The outlook also reflects our expectation for
Vertiv's FOCF generation to be sufficient to support the company's
capital deployment plans, including its dividend, share repurchase
program, and growth investments, while maintaining S&P Global
Ratings-adjusted leverage under 2.5x."
S&P could raise its rating on Vertiv if the company:
-- Builds on its recent track record of improved execution in
effectively addressing cost inflation and supply chain challenges,
resulting in the company maintaining S&P Global Ratings-adjusted
EBITDA margins in the mid-teens or better percentage area; and
-- Sustains S&P Global Ratings-adjusted debt to EBITDA below 2.5x,
and the company's financial policy remains supportive of this
level.
S&P said, "We could revise our outlook to stable over the next 12
months if we no longer expect the company's S&P Global
Ratings-adjusted leverage to remain below 2.5x. Lower ratings could
be considered if we expect the company's S&P Global
Ratings-adjusted debt leverage to approach 4x." This could occur
if:
-- The company is unable to maintain EBITDA margin improvement
through pricing or cost controls; or
-- The company pursues more aggressive capital deployment actions
than expected that lead to higher sustained debt leverage.
VESTTOO LTD: Seeks to Hire Kaplan Hecker & Fink as Special Counsel
------------------------------------------------------------------
Vesttoo Ltd. and affiliates seek approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Kaplan Hecker & Fink
LLP as its special counsel.
The firm will render these services:
(a) advise and represent the Debtors in external litigation to
collect and recover property against wrongdoers for the benefit of
the Debtors' estates;
(b) investigate relevant claims or causes of action available
to any Debtors;
(c) prepare on behalf of the Debtors all necessary and
appropriate pleadings, applications, motions, proposed orders,
notices, schedules and other documents to be filed in such
litigation;
(d) advise the Debtors concerning and prepare responses to,
pleadings, applications, motions, notices and other papers that may
be filed by other parties in such litigation;
(e) coordinate with Debtors' other professionals; and
(f) provide any other services to the extent requested by the
Debtors.
As compensation, Kaplan Hecker & Fink intends to:
(a) charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates in effect
on the date the services are rendered, subject to a 25 percent
discount and a total hourly fee cap of $2 million;
(b) seek reimbursement of actual and necessary out-of-pocket
expenses; and
(c) seek a 7 percent contingency fee of any total recovery
collected in connection with Kaplan Hecker & Fink's
representation.
As disclosed in the court filing, Kaplan Hecker & Fink is a
"disinterested person," as defined in section 101(14) of the
Bankruptcy Code and as required by Section 327(a) of the Bankruptcy
Code.
The firm can be reached through:
Roberta A. Kaplan, Esq.
Kaplan Hecker & Fink LLP
350 Fifth Avenue, 63rd Floor
New York, NY 10118
Telephone: (212) 763-0883
Email: rkaplan@kaplanhecker.com
About Vesttoo Ltd
Vesttoo Ltd. is a technology-driven collateralized reinsurance
provider in Tel Aviv, Israel. It connects the insurance industry
with the capital markets by combining AI-powered technology with
expertise in data science, insurance and finance.
Vesttoo and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. (Lead Case No. 23-11160) on
August 14 and 15, 2023.
The Honorable Bankruptcy Judge Mary F. Walrath oversees the case.
The Debtors tapped DLA Piper, LLP (US) as legal counsel and Kroll,
LLC as financial advisor. Epiq Corporate Restructuring, LLC is the
claims and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Greenberg Traurig, LLP as legal counsel and
Alvarez & Marsal North America, LLC as financial advisor.
VORNADO REALTY: Moody's Cuts Rating on Sr. Unsecured Debt to Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded Vornado Realty L.P.'s
('Vornado' or 'the REIT') senior unsecured debt rating to Ba1 from
Baa3 and changed the outlook to stable from negative. The downgrade
reflects the declining trend in Vornado's fixed charge coverage and
the expectation that the metric will remain weak over the next 1-2
years. Moody's revised the outlook to stable from negative due to
the REIT's predictable operating cashflows and very good liquidity,
which offset the challenges related to the difficult leasing and
financing markets.
In the same rating action, Moody's downgraded Vornado's senior
unsecured debt shelf to (P)Ba1 from (P)Baa3 and its subordinate
debt shelf to (P)Ba2 from (P)Ba1. Moody's has also assigned a Ba1
corporate family rating and a speculative grade liquidity rating of
SGL-1 to Vornado Realty LP. Finally, Moody's downgraded the
preferred stock and preferred shelf ratings of Vornado Realty
Trust, the parent of Vornado Realty L.P., to Ba3 from Ba1, and
(P)Ba3 from (P)Ba1 respectively, consistent with the notching
guidelines described in the methodology referenced below.
RATINGS RATIONALE
The REIT's Ba1 ratings reflect its well-leased office portfolio,
high aggregate and secured leverage, modest fixed charge coverage
and strong liquidity. The ratings also takes into consideration the
difficult leasing environment for office real estate, the
significant geographic concentration in Vornado's portfolio and the
challenging financing conditions. These risk factors are in part
mitigated by the REIT's long operating track record, diverse tenant
base, laddered lease and debt maturity schedules, and a valuable
unencumbered asset base.
Vornado's cash NOI-weighted portfolio occupancy (on a LTM basis)
was 89.4% at the end of Q3 2023. The REIT's lease expiration
schedule is manageable with leases accounting for 10.5% of the
annualized base revenue (ABR) maturing through YE 2024 and another
6.5% expiring in 2025. Its tenant mix is diversfied across sectors
and no tenant accounts for more than 4% of rental revenue except
Meta Platforms Inc., which accounts for 9.3% of ABR. Despite the
weak market outlook for vacancy and pricing, Moody's expects
Vornado's office portfolio to increase occupancy at strong lease
rates in late 2024/2025, in large part due to the leasing outcomes
for its redevelopment projects in the PENN district.
The REIT's aggregate leverage ratios are high with effective
leverage, i.e. debt + preferred stock as a percentage of gross
assets, in the mid 50% range and net debt to EBITDA between 9x and
10x. Vornado's 37.8% secured leverage at the end of Q3 2023
reflects its strong preference for property-level non-recourse
mortgage debt. Moody's calculated the REIT's leverage and coverage
ratios including its pro-rata share of unconsolidated joint
ventures and 100% of Alexander's financials; Vornado owns 32.4% of
the equity and has significant board and management oversight of
Alexander's Inc, a publicly-traded REIT (NYSE: ALX).
Vornado's fixed charge coverage declined to 2.3x at the end of Q3
2023 from 2.8x at the end of 2022, both on a LTM basis. The REIT
hedged its variable rate exposure using swaps and caps, but market
interest rates and the corresponding costs of the caps meaningfully
increased its aggregate financing costs. Vornado's coverage ratio
will decline further, to the 1.8-2.0x range over the next 2-4
quarters, as the refinancing rates for maturing debt will remain
high and low strike swaps roll off.
The REIT's SGL-1 speculative grade liquidity rating incorporates
its consistent track record of maintaining strong liquidity.
Vornado had $1.5 billion of cash, including Alexander's, and over
75% availability on its revolver at the end of Q3 2023. Its ability
to refinance maturing mortgages, even in a difficult financing
environment, and valuable unencumbered asset base including
properties such as PENN1 and The Farley Building are other
important strengths.
The stable outlook reflects Moody's forecast that the REIT's high
quality assets with modest lease expirations will continue to
generate steady operating cashflows over the next 12-18 months.
Additionally, Vornado has enough liquidity to continue investing in
its properties and/or pay down a portion of the debt to reduce LTVs
on mortgages.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if net debt to EBITDA is sustained
below 9.0x, fixed charge coverage is maintained above 2.5x, both
including pro-rata share of joint ventures and 100% of Alexander's,
and the REIT maintains strong liquidity. An unencumbered asset
ratio above 55% and unencumbered EBITDA to unsecured interest
coverage well above 4.0x, and favorable operating trends such as
occupancy, weighted by NOI, above 92% could also create positive
rating momentum.
The ratings could be downgraded if leverage increases from current
levels, fixed charge coverage is consistently below 1.7x, or
unsecured interest coverage (unencumbered EBITDA to unsecured
interest) drops below 3.0x. Deteriorating liquidity that could
include modest remaining capacity on the revolver and/or
constrained access to capital, or weakening in operating metrics
such that NOI-weighted occupancy declines to 86% are some other
factors that could result in a downgrade.
Vornado Realty Trust (NYSE: VNO) is a large office-focused REIT
that owns over 23.5 million square feet of office space, including
its share in unconsolidated joint venture assets and 100% of
Alexander's, in New York City, Chicago and San Francisco, and owns
(has interests in) over 2.0 million square feet of New York retail
real estate at share.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2022.
WATER GREMLIN: Seeks to Hires Riveron RTS as Financial Advisor
--------------------------------------------------------------
Water Gremlin Company, and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ as
Riveron RTS, LLC as its financial advisor.
The firm's services include:
Restructuring Advisory Services
(a) RTS will provide restructuring advisory services to assist
the Debtor with the resolution of its current circumstances, which
include:
(1) Working in conjunction with the Debtor's legal and
financial advisors, the provision of analysis, advice and
assistance in connection with the Debtor's evaluation and
implementation of strategic alternatives to preserve and maximize
stakeholder value;
(2) Assistance with efforts to prepare for and administer
the Debtor's Chapter 11 Cases;
(3) Assistance with the management and forecasting of
near-term cash flow and financing requirements for the Debtor; and
(4) Other matters pertaining to the Debtor's restructuring
as requested and as mutually agreed.
Financial Advisory Services
(b) Working in connection with the Debtor's finance,
accounting and treasury teams, RTS will provide financial advisory
services to support the Debtor with the execution of its finance,
accounting and treasury functions, which include:
(1) The provision of routine and episodic advice and
assistance to the Debtor in connection with the execution of
accounting, financial reporting and treasury management tasks as
necessary during the term the engagement; and
(2) Other financial advisory matters as requested and as
mutually agreed.
The firm will bill these hourly rates:
Senior Managing Director $840 - $1,450
Managing Director $500 - $960
Associate Director to Senior Director $535 - $940
Associate to Manager $350 - $535
Paraprofessional $260
RMS received a total retainer of $450,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Rick Malagodi, a senior director at Riveron RTS, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Rick Malagodi
Riveron RTS, LLC
600 Brickell Avenue, Suite 2550
Miami, FL 33131
Telephone: (786) 882-1877
About Water Gremlin Company
Water Gremlin Company is the world's technological and market
leader in battery terminals. It was founded in 1949 as a
manufacturer of recreational fishing products. In 1970, the Debtor
expanded to battery terminal production. Water Gremlin uses custom
engineering, design, and automation to deliver consistent quality
solutions for industries like automotive, agriculture, commercial
trucking, marine, telecommunications, recreation, and military and
government operations.
Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of
the filing, Water Gremlin reported $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers,
LLC as investment banker; Riveron RTS, LLC as financial advisor.
Kekst CNC and Padilla provide public relations services to the
Debtors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Norman Pernick, Esq.
WC 6TH AND RIO GRANDE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: WC 6th and Rio Grande, LP
814 Lavaca St.
Austin TX 78701
Business Description: WC 6th and Rio Grande is a Single Asset Real
Estate debtor debtor (as defined in 11
U.S.C. Section 101(51B)).
Chapter 11 Petition Date: December 4, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-11040
Judge: Hon. Shad Robinson
Debtor's Counsel: Ron Satija, Esq.
HAYWARD PLLC
7600 Burnet Road, Suite 530
Austin, TX 78757
Tel: (737) 881-7100
Email: rsatija@haywardfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Natin Paul as authorized signatory.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BRU5B2Q/WC_6th_and_Rio_Grande_LP__txwbke-23-11040__0001.0.pdf?mcid=tGE4TAMA
WELCOME GROUP: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
Welcome Group 2, LLC and affiliates ask the U.S. Bankruptcy Court
for the District of Ohio, Eastern Division at Columbus, for
authority to use cash collateral and provide adequate protection.
The Debtors require the use of cash collateral to continue funding
necessary business expenses and to fund the costs associated with
the administration of the case.
As previously reported by the Troubled Company Reporter, on April
9, 2019, the Debtors executed and delivered to RSS WFCM2019-C50-OH
WG2, LLC c/o Rialto Capital Advisors, LLC a Loan Agreement.
On April 9, 2019, the Debtors executed and delivered to Secured
Lender a Promissory Note in the original principal sum of $21.3
million.
Pursuant to Schedule 1A of the Loan Agreement, $2.475 million of
the original principal sum of the Note was allocated to Welcome
Group 2, LLC (Super 8 Zanesville), $7.8 million to Hilliard Hotels,
LLC (Hampton Inn), and $3.750 million to Dayton Hotels, LLC (Hotel
at Dayton South). In addition, $2.7 million and $4.575 million of
the original principal sum of the Note was allocated to two
additional non-debtor hotels, Elite Hospitality, LLC (Quality Inn
and Suites) and Dayton Hotels 2, LLC (Best Western Plus Englewood),
respectively.
Secured Lender filed a Complaint in the Montgomery County Common
Pleas Court against Debtors on December 28 2021, Case No. 2021 CV
05237, alleging Debtors had defaulted under the terms of the Loan
Agreement. Ultimately, the appointment of a Receiver was approved
by the Montgomery County Common Pleas Court. The Receiver took over
operational control of all three Debtor hotels and two non-debtor
affiliated hotels on August 8, 2023, almost immediately shutting
down the non-debtor affiliate hotels Quality Inn and Suites in
Obetz, Ohio and Best Western Plus in Englewood, Ohio.
The Secured Lender asserts, as security for compliance with the
terms of the Loan Agreement and Note, it properly perfected its
security interest in certain collateral owned by Hilliard Hotels,
LLC by recording (1) a mortgage recorded on April 15, 2019 with the
Shelby County, Ohio Recorder, instrument number 201900001739, (2)
an assignment of rents recorded on April 15, 2019 with the Shelby
County, Ohio Recorder, instrument number 201900003046, and (3) by
filing a UCC-1 Financing Statement on April 11, 2019 with the Ohio
Secretary of State, Initial Filing Number OH00229716850.
The Debtors and secured lender have agreed to use cash collateral
under the current order, but the secured lender will not consent to
continued use under the same terms and protection payment amount.
The revised budget will reflect a loss, but the Debtor plans to
continue using cash collateral to fund business operations and
maintain adequate protection.
The Debtor intends to continue provide sufficient adequate
protection to Secured Lenders in the same manner as required by the
previous Order, and in the Proposed Order.
Adequate protection is provided to Secured Lender by the Debtors by
using cash collateral only in accordance with the Revised Budget
(except as otherwise authorized by the Court) and by making the
payments to Secured Lender as stated therein. Adequate protection
is also provided by the re-granting of the pre-petition security
interests to Secured Lender.
A copy of the motion is available at https://urlcurt.com/u?l=hTayvg
from PacerMonitor.com.
About Dayton Hotels, LLC
Dayton Hotels, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S. D. Ohio Case No. 23-53044) on September
1, 2023. In the petition signed by Abhijit Vasani, as president,
InnVite Opco, Inc., sole member, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Mina Nami Khorrami oversees the case.
Denis E. Blasius, Esq., at Thomsen Law Group, LLC, represents the
Debtor as legal counsel.
WOLVERINE ENERGY: Files for Creditor Protection Under CCAA
----------------------------------------------------------
Wolverine Energy and Infrastructure Inc. (TSXV: WEII) reports that,
with the authorization and approval of its Board of Directors, and
on behalf of itself and its subsidiaries, that the Company has made
a filing for and received an order for creditor protection (the
"Initial Order") from the Alberta Court of King's Bench (the
"Court") pursuant to the Companies' Creditors Arrangement Act (the
"CCAA"). The Initial Order included, among other things: (i) a stay
of proceedings in favour of Wolverine; (ii) relief from reporting
obligations under securities legislation and stock exchange rules;
and (iii) the appointment of Ernst and Young Inc. to act as monitor
of Wolverine (in such capacity, the "Monitor").
The decision to seek creditor protection was taken after careful
consideration of available alternatives, including the Company's
cash position, forecasted revenues and expenses (including in
relation to its subsidiaries), and scheduled debt payments. The
Company expects that it will be unable to make scheduled debt
payments due to liquidity constraints related to recent operational
challenges (including work disruptions due to wildfire activity),
inflationary pressures that are significantly impacting costs, and
unforeseen but necessary capital expenditures. Following
consultation with its legal and financial advisors, the Board of
Directors has determined that it was in the best interests of the
Company and its stakeholders to file for creditor protection under
the CCAA.
The Court has appointed the Monitor in the CCAA proceedings to
oversee the operations of the Company and report to the Court
during the restructuring. Wolverine intends to operate in the
ordinary course throughout the proceedings and to seek approval of
a sale and investment solicitation process, which, if approved,
would facilitate transactions that see the Company emerge from CCAA
protection as a going concern. The Company has significant asset
value in its equipment with which it will look to restructure its
current debt position, while maximizing stakeholders returns,
including its significant equity interest in third party public
companies. Wolverine will work with its advisors and the Monitor
towards both operational continuity and value realization for all
internal and external stakeholders throughout the CCAA process.
Information and materials filed in connection with the CCAA
proceedings can be found on the Monitor's website
www.ey.com/ca/Wolverine. Trading in the common shares of the
Company on the TSX Venture Exchange has been halted and a cease
trade order is anticipated in due course.
About Wolverine Energy and Infrastructure
Wolverine is a diversified energy and infrastructure services
provider headquartered in Calgary, Alberta with over 70 years of
operating history. Wolverine commenced active business operations
through its predecessor entity, Rig Service Equipment Ltd., in 1952
as an oilfield service provider. Over the course of its history,
the Wolverine group of companies has pursued a strategy combining
organic growth and strategic acquisitions. Today, Wolverine is a
full-service, diversified energy and infrastructure service
company. Wolverine's operations are based in Western Canada and the
United States.
YELLOW CORP: Saia Named Winning Bidder for 17 Terminals
-------------------------------------------------------
Saia, Inc. (Nasdaq: SAIA), a leading transportation provider
offering national less-than-truckload (LTL), non-asset truckload,
expedited and logistics services, on Dec. 5 disclosed that it is
the winning bidder for 17 terminals of Yellow Corporation
("Yellow") auctioned in connection with Yellow's pending Chapter 11
bankruptcy. Saia has agreed to pay a total of $235.7 million for
Yellow terminals located in the following markets: Fresno,
California; Seaford, Delaware; Augusta, Georgia; Bowling Green,
Kentucky; Paducah, Kentucky; West Boston, Massachusetts; Grand
Rapids, Michigan; Grayling, Michigan; Duluth, Minnesota; Owatonna,
Minnesota; Trenton, New Jersey; Rochester, New York; Akron, Ohio;
Youngstown, Ohio; Reading, Pennsylvania; Knoxville, Tennessee; and
Laredo, Texas.
"The addition of these new facilities furthers our multiyear
strategy of expanding Saia's national terminal footprint and, as
they are opened over time, they will enable us to provide better
service to both new and existing customers," said Saia President
and CEO Fritz Holzgrefe.
The closing of the transaction is expected in the first quarter of
2024 and is subject to various conditions, including approval by
the U.S. Bankruptcy Court for the District of Delaware of the sale
and regulatory approvals. A hearing to seek court approval is
expected on December 12, 2023. Saia intends to pay the purchase
price with a combination of cash on hand and availability under its
credit facilities.
About Saia, Inc.
Saia Inc. (NASDAQ: SAIA) offers customers a wide range of
less-than-truckload, non-asset truckload, expedited and logistics
services. With headquarters in Johns Creek, Georgia, Saia LTL
Freight operates 194 terminals across the country and employs
nearly 14,000 people. For more information on Saia, Inc. visit the
Investor Relations section at
www.saia.com/about-us/investor-relations.
About Yellow Corporation
Yellow Corporation -- http://www.myyellow.com/-- operates
logistics and less-than-truckload (LTL) networks in North America,
providing customers with regional, national, and international
shipping services throughout. Yellow's principal office is in
Nashville, Tenn., and is the holding company for a portfolio of LTL
brands including Holland, New Penn, Reddaway, and YRC Freight, as
well as the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp. had
$2,152,200,000 in total assets against $2,588,800,000 in total
liabilities. The petitions were signed by Matthew A. Doheny as
chief restructuring officer.
The Debtors tapped Kirkland & Ellis LLP as restructuring counsel;
Pachulski Stang Ziehl & Jones LLP as Delaware local counsel;
Kasowitz, Benson and Torres LLP as special litigation counsel;
Goodmans LLP as special Canadian counsel; Ducera Partners LLC as
investment banker; and Alvarez and Marsal as financial advisor.
Epiq Bankruptcy Solutions serves as claims and noticing agent.
Milbank LLP serves as counsel to certain investment funds and
accounts managed by affiliates of Apollo Capital Management, L.P.
White & Case LLP serves as counsel to Beal Bank USA.
Arnold & Porter Kaye Scholer LLP serves as counsel to the United
States Department of the Treasury.
On Aug. 16, 2023, the United States Trustee for Region 3 appointed
an official committee of unsecured creditors in the Chapter 11
cases. The committee tapped Akin Gump Strauss Hauer & Feld LLP and
Benesch, Friedlander, Coplan & Aronoff LLP as counsel; Miller
Buckfire as investment banker; and Huron Consulting Services LLC as
financial advisor.
[*] Commercial Chapter 11 Filings Up 141% in November 2023
----------------------------------------------------------
The bankruptcy filing by WeWork, Inc., propelled November
commercial chapter 11 filings to 842, an increase of 141 percent
over the 349 filings registered in November 2022, according to data
provided by Epiq Bankruptcy, the leading provider of U.S.
bankruptcy filing data.
The case filed by WeWork, Inc. on Nov. 6 included 517 related
filings, according to an ABI analysis, representing the third-most
related filings in a case since the Bankruptcy Code became
effective in 1979.
Overall commercial filings increased 21 percent to 2,252 in
November 2023, up from the 1,864 commercial filings registered in
November 2022. Small business filings, captured as subchapter V
elections within chapter 11, increased 79 percent to 181 in
November 2023, up from 101 in November 2022.
Total bankruptcy filings were 37,860 in November 2023, a 21 percent
increase from the November 2022 total of 31,187. Individual
bankruptcy filings also registered a 21 percent year-over-year
increase, as the 35,608 in November 2023 represented an increase
over the 29,323 filings in November 2022. There were 20,250
individual chapter 7 filings in November 2023, a 23 percent
increase over the 16,421 filings recorded in November 2022, and
there were 15,280 individual chapter 13 filings in November 2023, a
19 percent increase over the 12,862 filings the previous November.
"Individual bankruptcy filings continue to rise as support from
government stimulus and lender forbearance programs recedes, and
ongoing price inflation and higher lending rates put pressure on
household balance sheets,” said Todd Madsen, AACER Vice
President. "Commercial filings also continue to rise as businesses
struggle to refinance debt in today's higher rate environment."
"The rebound in filings seen this year is a reflection of the
challenging economic environment resulting from the evaporation of
pandemic responses, including government stimulus, low interest
rates and looser lending terms," said ABI Executive Director Amy
Quackenboss. "Bankruptcy provides a reliable beacon to consumers
and businesses struggling to navigate the financial terrain of
higher interest rates, tighter lending terms and elevated
pricing."
Most categories of bankruptcy filings decreased slightly from the
previous month. Only commercial chapter 11 filings registered an
increase, bolstered by the WeWork filings. Commercial chapter 11s
increased 31 percent from October's 645 filings. Total and consumer
bankruptcies both decreased 7 percent when compared to their
respective October filing totals of 40,663 for total filings and
38,287 for consumer filings. Individual chapter 7s decreased 9
percent, and chapter 13s decreased 4 percent, from October's
filings. Overall commercial filings decreased 5 percent from the
2,376 filings registered in October. Subchapter V elections within
chapter 11 decreased 2 percent from the 185 filed in October 2023.
ABI has partnered with Epiq Bankruptcy to provide the most current
bankruptcy filing data for analysts, researchers, and members of
the news media. Epiq Bankruptcy is the leading provider of data,
technology, and services for companies operating in the business of
bankruptcy. Its Bankruptcy Analytics subscription service provides
on-demand access to the industry's most dynamic bankruptcy data,
updated daily. Learn more at
https://bankruptcy.epiqglobal.com/analytics.
About Epiq
Epiq, a global technology-enabled services leader to the legal
industry and corporations, takes on large-scale, increasingly
complex tasks for corporate counsel, law firms, and business
professionals with efficiency, clarity, and confidence. Clients
rely on Epiq to streamline the administration of business
operations, class action, and mass tort, court reporting,
eDiscovery, regulatory, compliance, restructuring, and bankruptcy
matters. Epiq subject-matter experts and technologies create
efficiency through expertise and deliver confidence to
high-performing clients around the world. Learn more at
www.epiqglobal.com.
About ABI
ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency. ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues. The ABI
membership includes nearly 10,000 attorneys, accountants, bankers,
judges, professors, lenders, turnaround specialists and other
bankruptcy professionals, providing a forum for the exchange of
ideas and information. For additional information on ABI, visit
http://www.abi.org/ For additional conference information, visit
http://www.abi.org/calendar-of-events
*********
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
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however, be complete or accurate. The Monday Bond Pricing table
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are not intended to reflect actual trades. Prices for actual
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then-ending.
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S U B S C R I P T I O N I N F O R M A T I O N
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