/raid1/www/Hosts/bankrupt/TCR_Public/231220.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 20, 2023, Vol. 27, No. 353
Headlines
1290 RIVER ROAD: Gets OK to Hire Smeberg Law Firm as Legal Counsel
200 HUECO SPRINGS: Gets OK to Hire Smeberg Law as Legal Counsel
3071 RIVER ROAD: Gets OK to Hire Smeberg Law Firm as Legal Counsel
465 BOSTON: Seeks to Hire Riley & Dever as Bankruptcy Counsel
560 SEVENTH AVENUE: Court OKs Cash Collateral Access Thru Jan 2024
6 TO 9 DENTAL: Unsecureds to Be Paid from Profits Over 5 Years
8400 RIVER ROAD: Gets OK to Hire Smeberg Law Firm as Legal Counsel
88-18 TROPICAL: Seeks to Hire Kroll Restructuring as Claims Agent
A1 PROPERTIES: Hires Anderson & Associates as Outside Counsel
AADVANTAGE LOYALTY: Fitch Affirms 'BB+' Rating on Sr. Secured Notes
AEQUOR MGT: Court Approves Disclosure Statement
AINOS INC: Effects 1-for-5 Reverse Common Stock Split
AMBA MANAGEMENT: Charles Persing Named Subchapter V Trustee
AMERICANN INC: Extends Maturity of $4MM Loan to Jan. 31
AMYRIS INC: Court Approves Disclosure Statement
AMYRIS INC: DIP Lender Intends to Bid for Its Remaining Assets
ARTISAN MASONRY: Seeks to Hire Eric A. Liepins as Legal Counsel
ASPIRA WOMEN'S: R. Drysdale Has 1.3MM Common Shares as of Nov. 28
BLUE STAR: Hearing Before Nasdaq Panel Set for March 28
BRICK BY BRICK: Files Emergency Bid to Use Cash Collateral
C.W. KELLER: AWI Says Plan Disclosures Inadequate
C.W. KELLER: Bank Says Plan Disclosures Inadequate
C.W. KELLER: Member Ryan Says Plan Unconfirmable
C.W. KELLER: U.S. Trustee Says Disclosures Inadequate
CAMBER ENERGY: All Three Proposals Passed at Annual Meeting
CAPTAIN YURI'S: Seeks Cash Collateral Access
CEDIPROF INC: Court Approves Disclosure Statement
CELSIUS NETWORK: FTC Crypto Fraud Claims Dismissal Bid Declined
CIRCLE C EQUIPMENT: Stephen Moriarty Named Subchapter V Trustee
COMMUNITY HEALTH: Announces Offering of $750MM Notes Due 2032
COMMUNITY HEALTH: S&P Upgrades ICR to 'CCC+', Outlook Negative
CONCRETE SOLUTIONS: Seeks Dec. 28 Extension for Amended Plan
CUETO CONSULTING: Katharine Clark Named Subchapter V Trustee
DIOCESE OF ROCHESTER: Continental Taps Judge Hogan as Claims Rep.
DUVALTEX INC: Chapter 15 Case Summary
ECUO REAL: Hires Kroll Restructuring as Claims and Noticing Agent
EIF CHANNELVIEW: S&P Affirms 'BB+' Rating on Senior Secured TLB
ELLIS GEOTHERMAL: Steven Nosek Named Subchapter V Trustee
EQUINOX HOLDINGS: Working With Centerview, Goldman to Raise Funds
FARADAY FUTURE: Continues Actions Versus Illegal Trading Activities
FISHERMANS COVE: Case Summary & 19 Unsecured Creditors
FORM TECHNOLOGIES: S&P Downgrades ICR to 'CCC+', Outlook Negative
GAM EMPREENDIMENTOS: Chapter 15 Case Summary
GENWORTH FINANCIAL: A.M. Best Affirms Fin. Strength C++ Rating
GLOBAL PREMIER: General Unsecureds to Recover 100% in Plan
GMP BORROWER: S&P Affirms 'B-' ICR on Debt Reduction
GOLYAN ENTERPRISES: Court OKs Cash Collateral Access Thru Dec 31
HARRIS ENERGY: Zero6 Says No Meaningful Progress in Case
HARRISBURG'S HOMETOWN: Files Emergency Bid to Use Cash Collateral
HAVRE EAGLES: Ordered to File Amended Disclosures by Dec. 22
HEALTH ALLIANCE: A.M. Best Cuts Fin. Strength Rating to B(Fair)
HO1KB NORTH: Seeks Approval to Hire Blue Slate Accounting
HOMES AT LAWRENCE: Disposable Income to Fund Plan Payments
HOWARD INTERVENTION: William Avellone Named Subchapter V Trustee
INNOVATE NURSING: Case Summary & 20 Largest Unsecured Creditors
KENNETH THOMPSON: Seeks Cash Collateral Access
KERF INC: Unsecureds Owed $420K to Get 2% in Plan
LOBSTER BOYS: Seeks Cash Collateral Access
LONG ISLAND CITY: Unsecureds Owed $11K Unimpaired in Plan
MAGNO LLC: Kenneth Eiler Named Subchapter V Trustee
MAYA J ATX: Seeks to Hire BBG Real Estate Services as Appraiser
MEDICAL PROPERTIES: S&P Downgrades ICR to 'B+', Outlook Negative
MICROVISION INC: Reiterates Revenue Guidance, Provides OEM Updates
MIG EAST: Case Summary & 20 Largest Unsecured Creditors
MILKY WAY: Seeks to Hire Modestas Law as Bankruptcy Counsel
MILLENNIAL BENEFIT: Case Summary & 20 Largest Unsecured Creditors
MMEX RESOURCES: Incurs $435K Net Loss in Second Quarter
MOBIQUITY TECHNOLOGIES: No Plans to Proceed With Stock Split
MV REALTY: HBA Holders Seeks to Hire Boies Schiller as Counsel
MWK FARMCO:Creditors Ask Court to Deny Prima Wawona Lender Cash Use
NANO MAGIC: CFO Issued Option to Purchase 160K Common Shares
NEW HORIZON RE: Hires Orville & McDonald Law as Bankruptcy Counsel
NOVABAY PHARMACEUTICALS: Extends CEO's Contract for One Year
NOVAN INC: Unsecureds Owed $9M to $27M to Get 1% to 20% in Plan
ODYSSEY PREPARATORY: S&P Affirms 'BB-' Long-Term Debt Rating
PARTNERS IN TECH: Salvatore LaMonica Named Subchapter V Trustee
PEARL BAY: Voluntary Chapter 11 Case Summary
PECF USS III: Moody's Lowers CFR to 'Caa2', Outlook Stable
PHUNWARE INC: Closes $2.8 Million Public Offering
POLO TRANS: Seeks to Hire Tang & Associates as Legal Counsel
PRIME CORE: UST Opposes Expansion of Debtor Releases in Plan
PROFESSIONAL DIVERSITY: Cosmic Forward Hikes Equity Stake to 24%
PROTECH FIRE: Disclosures Hearing Delayed to Feb. 22
PURE BIOSCIENCE: Posts $735K Net Loss in First Quarter
QUICK TUBE: Unsecureds Will Get 18.14% of Claims over 5 Years
RDX TECHNOLOGIES: Court Approves Disclosure Statement
REFRESH2O WATER: Jan. 25 Disclosure Statement Hearing Set
ROYALE ENERGY: All Three Proposals Passed at Annual Meeting
RST BRANDS: Sold as Going-Concern to Surya
RUSS NOYES ROOFING: Jerrett McConnell Named Subchapter V Trustee
SAL ATX: Seeks Approval to Hire BBG Real Estate as Appraiser
SHORT FORK FARMS: Lender Seeks to Prohibit Cash Collateral Access
SORRENTO THERAPEUTICS: Court Approves Confirms Liquidating Plan
SPEED TRANS: Unsecureds to Get $15K per Month Until Fully Paid
SPEEDWAY AUTO: Voluntary Chapter 11 Case Summary
STAY CALM: Seeks to Hire Modestas Law as Bankruptcy Counsel
TACO BUS: Kathleen DiSanto of Bush Ross Named Subchapter V Trustee
TIGHT ENDS: Seeks to Hire Weycer Kaplan as Bankruptcy Counsel
TIMBER PHARMACEUTICALS: Taps Lowenstein Sandler as Special Counsel
TIMBER PHARMACEUTICALS: Taps VRS Restructuring to Provide CRO
TITAN CONCRETE: Hires Klestadt Winters as Bankruptcy Counsel
TRANS LINES: Seeks to Hire Modestas Law as Bankruptcy Counsel
TROIKA MEDIA: Files Chapter 11 to Facilitate Restructuring
UNITED ENGINEERS: Hires Capstone Forensic Group as Expert Witness
VASO LOGISTICS: L. Todd Budgen Named Subchapter V Trustee
VERDE BIO: Incurs $332K Net Loss in Second Quarter
VMR CONTRACTORS: Wins Cash Collateral Access Thru Jan 2024
WEWORK INC: Court OKs Cash Collateral Access on a Final Basis
WILLIAMSBURG BOUTIQUE: Hires Northgate as Real Estate Broker
ZYMERGEN INC: Names Two Successful Chapter 11 Auction Bidders
[*] Kramer Levin Promotes Five to Counsel, Three to Special Counsel
*********
1290 RIVER ROAD: Gets OK to Hire Smeberg Law Firm as Legal Counsel
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1290 River Road PS LLC, a Series of RRED HC, LLC, received approval
from the U.S. Bankruptcy Court for the Western Distict of Texas to
employ The Smeberg Law Firm, PLLC to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Ronald J. Smeberg and Other Attorneys $450
Associate Attorneys $300
Legal Assistants/Paralegals $175
Accounting Professionals $275
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Smeberg 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 through:
Ronald J. Smeberg, Esq.
The Smeberg Law Firm, PLLC
4 Imperial Oaks
San Antonio, TX 78248
Telephone: (210) 695-6684
Facsimile: (210) 598-7357
Email: ron@smeberg.com
About 1290 River Road PS LLC
1290 River Road PS LLC, a Series of RRED HC, LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 23-51534) on Nov. 6, 2023. The
petition was signed by Robert Kane as manager. At the time of
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Craig A. Gargotta oversees the case.
Ronald Smeberg, Esq. at The Smeberg Law Firm, PLLC represents the
Debtor as counsel.
200 HUECO SPRINGS: Gets OK to Hire Smeberg Law as Legal Counsel
---------------------------------------------------------------
200 Hueco Springs Loop PS LLC, a Series of RRED HC, LLC, received
approval from the U.S. Bankruptcy Court for the Western District of
Texas to employ The Smeberg Law Firm, PLLC to handle its Chapter 11
case.
The hourly rates of the firm's counsel and staff are as follows:
Ronald J. Smeberg and Other Attorneys $450
Associate Attorneys $300
Legal Assistants/Paralegals $175
Accounting Professionals $275
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Smeberg 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 through:
Ronald J. Smeberg, Esq.
THE SMEBERG LAW FIRM, PLLC
4 Imperial Oaks
San Antonio, TX 78248
Telephone: (210) 695-6684
Facsimile: (210) 598-7357
Email: ron@smeberg.com
About 200 Hueco Springs Loop PS LLC
200 Hueco Springs Loop PS LLC, a Series of RRED HC, LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 23-51534) on Nov. 6, 2023. The
petition was signed by Robert Kane as manager. At the time of
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Craig A. Gargotta oversees the case.
Ronald Smeberg, Esq. at The Smeberg Law Firm, PLLC represents the
Debtor as counsel.
3071 RIVER ROAD: Gets OK to Hire Smeberg Law Firm as Legal Counsel
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3071 River Road PS, LLC, a Series of RRED HC, LLC, received
approval from the U.S. Bankruptcy Court for the Western District of
Texas to employ The Smeberg Law Firm, PLLC to handle its Chapter 11
case.
The hourly rates of the firm's counsel and staff are as follows:
Ronald J. Smeberg and Other Attorneys $450
Associate Attorneys $300
Legal Assistants/Paralegals $175
Accounting Professionals $275
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Smeberg 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 through:
Ronald J. Smeberg, Esq.
The Smeberg Law Firm, PLLC
4 Imperial Oaks
San Antonio, TX 78248
Telephone: (210) 695-6684
Facsimile: (210) 598-7357
Email: ron@smeberg.com
About 3071 River Road PS, LLC
3071 River Road PS, LLC, a Series of RRED HC, LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 23-51536) on Nov. 6, 2023. The
petition was signed by Robert Kane as manager. At the time of
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Craig A. Gargotta oversees the case.
Ronald Smeberg, Esq. at The Smeberg Law Firm, PLLC represents the
Debtor as counsel.
465 BOSTON: Seeks to Hire Riley & Dever as Bankruptcy Counsel
-------------------------------------------------------------
465 Boston Street, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Riley & Dever,
P.C., as its legal counsel.
The firm will render these services:
(a) assist the Debtor in preparing schedules, statement of
financial affairs and
related documents with the court;
(b) employ professionals to assist in the reorganization of
the Debtors;
(c) effectuate a reorganization of the Debtor’s estates by
filing the appropriate plans of reorganizations and disclosure
statements, including any amendments thereto, and defending against
any motions to dismiss and/or for relief from the stay;
(d) assist the Debtor in complying with Chapter 11 reporting
and operations requirements, including filing necessary reports;
and
(e) negotiate with creditors for adequate protection and the
use of cash collateral, assumption or rejection of leases and/or
executory contracts, objection to claims and related issues.
George Nader, Esq., a partner at Riley & Dever and the attorney who
will be handling the case, charges an hourly fee of $400. He
received a retainer in the sum of $5,000.
Mr. Nader disclosed in a court filing that he and other members of
his firm are "disinterested" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
George J. Nader, Esq.
Riley & Dever, P.C.
210 Broadway, Suite 101
Lynnfield, MA 01940
Phone: (781) 581-9880
Email: nader@rileydever.com
About 465 Boston Street, LLC
465 Boston Street, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-74465) on
Nov. 29, 2023, listing up to $50,000 in assets and $500,001 to $1
million in liabilities.
George J. Nader, Esq. at Riley & Dever, P.C. represents the Debtor
as counsel.
560 SEVENTH AVENUE: Court OKs Cash Collateral Access Thru Jan 2024
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The U.S. Bankruptcy Court for the Southern District of New York
authorized 560 Seventh Avenue Owner Primary LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance, through the date that is the earliest to occur of,
(a) a Cash Collateral Termination Event, (b) any Mezz Borrower Lift
Stay Termination Event, (c) the Final Hearing Date, or (d) January
11, 2024.
These events that constitute a "Cash Collateral Termination" event
include:
(i) the failure of the Debtor to make any payment under the
Third Interim Order to the Prepetition Senior Mortgage Lender
within two business days after such payment becomes due;
(ii)(A) the Fifth Interim Order or the Final Order (if entered)
ceases, for any reason (other than by reason of the express written
agreement by the Prepetition Senior Mortgage Lender), to be in full
force and effect in any material respect, or (B) entry by the Court
or any other court of an order vacating or modifying the Interim
Order or any final Order authorizing the use of cash collateral in
the case;
(iii) the Debtor supports in writing an action commenced by any
person against the Prepetition Senior Mortgage Lender with respect
to the Prepetition Loan Documents;
(iv) the Court will have entered an order granting relief from
the automatic stay to the holder or holders of any security
interest to permit foreclosure (or the granting of a deed in lieu
of foreclosure or the like) on any of the Debtor's assets which
have an aggregate value in excess of $100,000;
(v) the filing of any pleading by the Debtor in support of any
other person or entity's opposition to any motion filed in the
Court by the Prepetition Senior Mortgage Lender seeking
confirmation of the amount of its claims or the validity or
enforceability of the Prepetition Liens, except with regard to good
faith disputes over the payment of fees and expenses;
(vi) the failure of the Debtor to comply with any of the
material terms, provisions, conditions, covenants, or obligations
under the Interim Order;
(vii) the cash collateral is used other than for the purposes
set forth in the Second Interim Order and/or in accordance with the
Approved Budget (subject to any Variance);
(viii) any failure by the Debtor to obtain approval on any
Variance as required be paragraph 4 of the Fourth Interim Order;
(ix) any failure by the Debtor to pay any invoices issued by
the Prepetition Senior Mortgage Lender as and when due;
(x) unless otherwise agreed to in writing by the Prepetition
Senior Mortgage Lender in its sole discretion, the Debtor seeks
entry of an order authorizing the Debtor to obtain postpetition
secured financing secured by any liens priming or senior to those
of the Prepetition Senior Mortgage Lender pursuant to 11 U.S.C.
Section 364(d)(1); and
(xi) the dismissal of the Debtor's bankruptcy case or the
conversion of the case to a case under chapter 7 of the Bankruptcy
Code.
The assets of the Margaritaville Resort Times Square Hotel are
subject to a first mortgage lien held by OWS CRE Funding I, LLC,
the Prepetition Senior Mortgage Lender, to secure a loan issued in
2021 by the Original Lender in the total sum of $167 million, since
reduced to a current balance of $156.652 million, plus accrued and
unpaid interest thereon and fees, expenses, charges, indemnities,
and other costs and obligations incurred in connection therewith.
As more fully set forth in the Prepetition Loan Documents, the
Prepetition Senior Mortgage Lender holds first priority liens on
and security interests in the "Collateral" under and as defined in
the Prepetition Mortgage Loan Agreement.
To secure the Diminution Claim, the Prepetition Senior Mortgage
Lender, is, solely to the extent of the Diminution Claim, granted
valid, perfected, postpetition security interests and liens in and
on (a) all of the Prepetition Collateral, (b) the DIP Account,
and(c) the Existing Accounts, provided, however, the Replacement
Liens (x) will only be and remain subject and subordinate to the
Carve-Out; and (y) will not apply to any claims or causes of action
arising under Sections 544, 545, 547, 548, 49, an 550 of the
Bankruptcy Code or any other similar state or federal law or the
proceeds thereof.
As further adequate protection for and solely to the extent of the
Diminution Claim, the Prepetition Senior Mortgage Lender is granted
(effective upon the date of this Interim Order) a superpriority
claim with priority over all administrative expense claims and
unsecured claims against the Debtor or its estate, now existing or
hereafter arising, of any kind or nature whatsoever.
A final hearing on the matter is set for January 11, 2023 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=FyAkHk
from PacerMonitor.com.
About 560 Seventh Avenue Owner Primary
560 Seventh Avenue Owner Primary LLC owns and operates the
Margaritaville Resort Times Square Hotel located at 560 Seventh
Avenue, New York, NY. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11289) on
August 12, 2023. In the petition signed by Stehian Pomerantz,
president, the Debtor disclosed up to $500 million in both assets
and liabilities.
Judge Philip Bentley oversees the case.
Kevin J. Nash, Esq., at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP,
represents the Debtor as legal counsel.
6 TO 9 DENTAL: Unsecureds to Be Paid from Profits Over 5 Years
--------------------------------------------------------------
6 TO 9 Dental Texas, PLLC, and 6 to 9 Dental, PLLC, submitted a
First Amended Consolidated Joint Plan of Reorganization.
The Debtors' Consolidated Joint Plan of Reorganization provides for
the substantive consolidation of debtor 6 to 9 Dental, PLLC, into
debtor 6 to 9 Dental Texas, PLLC, and for 6 to 9 Dental Texas,
PLLC, to continue operating in order to make payments to creditors
as set forth in the Plan. The Debtors are seeking to confirm a
consensual plan of reorganization so that all payments to creditors
required under the Plan will be made directly by the Reorganized
Debtor to its creditors. However, if the Debtors are required to
seek confirmation of the Plan pursuant to Section 1191(b) of the
Bankruptcy Code, then the Reorganized Debtor will seek approval
from the court to act as the payment administrator under the Plan
pursuant to Section 1191(b). This will reduce administrative
expenses, thus providing greater payout to general unsecured
creditors. The Debtors assert that cause exists for the Court to
allow the Reorganized Debtor to act as payment administrator even
if confirmed pursuant to Section 1191(b).
Under the Plan, Class 4 General Unsecured Claims are impaired and
will be satisfied as follows: such allowed claims will receive a
pro rata distribution at zero percent per annum over the 5 years
following the Effective Date. Payments will be made monthly by the
Reorganized Debtor and will begin with 14 days of the claims
objection deadline and will continue every month thereafter. The
payment amounts will be based on the disposable income available as
set forth in the Plan Projections.
Counsel to the Debtors:
Jason Binford, Esq.
2003 N. Lamar Blvd., Suite 100
Austin, TX 78705
Tel: (512) 351-4778
Fax: (214) 377-9409
E-mail: jason.binford@rsbfirm.com
- and -
Jessica Lewis, Esq.
700 N. Pearl St., Suite 1610
Dallas, TX 75201
Tel: 214-593-4971
Fax: 214-377-9409
E-mail: jessica.lewis@rsbfirm.com
A copy of the Joint Plan of Reorganization dated Dec. 13, 2023, is
available at https://tinyurl.ph/lztjh from PacerMonitor.com.
About 6 to 9 Dental Texas
6 to 9 Dental Texas, PLLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51139-cag)
on Aug. 29, 2023. In the petition signed by Virginia Humphrey,
manager, the Debtor disclosed up to $10 million in both assets and
liabilities. Jason Binford, Esq., at Ross, Smith & Binford, PC, is
the Debtor's legal counsel.
8400 RIVER ROAD: Gets OK to Hire Smeberg Law Firm as Legal Counsel
------------------------------------------------------------------
8400 River Road PS LLC, a Series of RRED HC, LLC, received approval
from the U.S. Bankruptcy Court for the Western District of Texas to
employ The Smeberg Law Firm, PLLC to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Ronald J. Smeberg and Other Attorneys $450
Associate Attorneys $300
Legal Assistants/Paralegals $175
Accounting Professionals $275
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Smeberg 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 through:
Ronald J. Smeberg, Esq.
THE SMEBERG LAW FIRM, PLLC
4 Imperial Oaks
San Antonio, TX 78248
Telephone: (210) 695-6684
Facsimile: (210) 598-7357
Email: ron@smeberg.com
About 8400 River Road PS LLC
8400 River Road PS LLC, a Series of RRED HC, LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 23-51537) on Nov. 6, 2023. The
petition was signed by Robert Kane as manager. At the time of
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Craig A. Gargotta oversees the case.
Ronald Smeberg, Esq. at The Smeberg Law Firm, PLLC represents the
Debtor as counsel.
88-18 TROPICAL: Seeks to Hire Kroll Restructuring as Claims Agent
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88-18 Tropical Corp. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Kroll Restructuring
Administration LLC as claims, noticing, and solicitation agent.
Kroll will be retained to provide end-to-end restructuring
administrative services for purposes of a complex medium corporate
operation.
The Debtor will pay the market rate for such representation.
As disclosed in the court filings, Kroll is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code, and
does not hold or represent any interest materially adverse to the
Debtor’s estate.
The firm can be reached at:
KROLL RESTRUCTURING ADMINISTRATION, LLC
55 East 52nd Street,
17th Floor, New York, NY 10055
Phone: (212) 593-1000
About 88-18 Tropical Corp.
88-18 Tropical operates a restaurant business.
88-18 Tropical Corp. d/b/a Tropical Restaurant filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 23-44446) on Nov. 30, 2023, with $1 million to
$10 million in both assets and liabilities. The petition was signed
by Cristina Alzate as CEO.
Judge Nancy Hershey Lord oversees the case.
E. Dubois Raynor, Jr., Esq. at CIVIL RIGHTS CONSORTIUM represents
the Debtor as counsel.
A1 PROPERTIES: Hires Anderson & Associates as Outside Counsel
-------------------------------------------------------------
A1 Properties KC LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Missouri to employ Julie A. Anderson,
Esq. of The Law Offices of Anderson & Associates to represent it in
the eviction matters.
The firm will be paid these rates:
Attorneys $300 per hour
Paralegals $150 per hour
Ms. Anderson, managing partner of Anderson & Associates, 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:
Julie A. Anderson, Esq.
THE LAW OFFICES OF ANDERSON & ASSOCIATES
4006 Central Street
Kansas City, MO 64111
Phone: (816) 931-2207
Email: FrontDesk@mokslaw.com
About A1 Properties KC
A1 Properties KC LLC filed a voluntary petition for Chapter 11
protection (Bankr. W.D. Mo. Case No. 23-41518) on Oct. 30, 2023,
listing up to $50,000 in estimated assets and up to $1 million in
estimated liabilities.
Judge Brian T. Fenimore oversees the case.
Colin N. Gotham, Esq., at Evans & Mullinix, PA serves as the
Debtor's counsel.
AADVANTAGE LOYALTY: Fitch Affirms 'BB+' Rating on Sr. Secured Notes
-------------------------------------------------------------------
Fitch Ratings has affirmed AAdvantage Loyalty IP Ltd.'s (AAdvantage
IP) senior notes and term loan ratings at 'BB+'. The Rating Outlook
is Stable. The affirmation and Stable Outlook reflect the linkage
to American Airlines, Inc.'s rating and Outlook.
The program is co-issued by AAdvantage IP and American. AAdvantage
IP is a special purpose vehicle (SPV) incorporated under the laws
of the Cayman Islands for the purpose of this transaction.
AAdvantage IP is an indirect wholly owned subsidiary of American
Airlines.
Entity/Debt Rating Prior
----------- ------ -----
AAdvantage Loyalty
IP Ltd.
Senior Secured
Class A Notes
00253XAA9 LT BB+ Affirmed BB+
Senior Secured
Class B Notes
00253XAB7 LT BB+ Affirmed BB+
Senior Secured
Term Loan 02376CBJ3 LT BB+ Affirmed BB+
TRANSACTION SUMMARY
The transaction is backed by license-payment obligations from
American and cash flow generated by the AAdvantage Loyalty program.
As part of the financing structure, the intellectual property (IP)
assets associated with the AAdvantage loyalty program and
AAdvantage agreements, including co-branded agreement with
Citibank, N.A. and Barclays Bank Delaware, related to AAdvantage
program have been transferred to the bankruptcy-remote IP SPV,
AAdvantage IP. AAdvantage IP grants a worldwide license to American
and its subsidiaries to use the IP to operate the loyalty program.
In return, the licensee, American, pays a monthly license fee
equivalent to all the cash collections generated by the sale of
miles to American as governed through an intercompany agreement.
Additionally, certain third-party agreements have been assigned to
AAdvantage IP and payment for the purchase of AAdvantage miles from
certain third parties are remitted directly to a collection account
held at Wilmington Trust, National Association in the name of
AAdvantage IP. These third-party agreements include the co-brand
agreements with Citi and Barclays, the two largest third-party
partners of AAdvantage.
The debt facilities are guaranteed, on a joint and several basis,
by the parent, American Airlines Group Inc., and certain
subsidiaries of the parent, American, namely AAdvantage Holdings 1,
Ltd. (HoldCo 1) and AAdvantage Holdings 2, Ltd (HoldCo 2). The
issuers also grant additional security to the lenders/bondholders,
including a first-priority-perfected security interest in cash
flows from the AAdvantage program, a pledge of all rights under
contracts/agreements related to the AAdvantage program, and a
pledge of the transaction accounts (including the collection,
payment and reserve accounts) and a pledge over the equity
interests in AAdvantage IP, HoldCo1 and HoldCo2.
Fitch's rating addresses timely payment of interest and principal
by the final legal maturity date.
KEY RATING DRIVERS
Credit Quality of American: Cash flows backing the transaction will
primarily come from payment obligations from American under the
licensing agreement related to intellectual properties owned by the
IP SPV. Therefore, the Issuer Default Rating (IDR) of American
Airlines acts as the starting point for the analysis. American
Airlines is rated at 'B+' with a Stable Outlook, which considers
continued execution on American's deleveraging plans along with
stable cash flow generation.
Performance Risk and GCA Score: Timely payment on the bonds depends
on the ongoing performance of the licensee. American's going
concern assessment (GCA) of 2 determines the cap for the
transaction rating. The GCA provides an indication of the
likelihood that American continues to operate in the event of
default and chapter 11 bankruptcy. The GCA 2 would allow up to a
four-notch uplift from American's IDR.
Strategic Nature of Assets (Likelihood of License Agreement
Affirmation): The affirmation factor, which measures the likelihood
that American would view this obligation as strategic and would
affirm the license in the event of a Chapter 11 bankruptcy, is
considered high by Fitch. The strategic importance of the IP assets
to American's operations, coupled with the structural incentives in
place, supports this assessment. The assessment allows for
differentiation from American's IDR. The GC score of '2' and
assessment of high allow for a total uplift of four-notches,
however, the rating is tempered three-notches due to the factors
described below.
Fitch expects the $10 billion max program size to currently
represent over 20% of American's total liabilities, which limits
the maximum notching differentiation between the transaction rating
and American's IDR. The company's extensive deleveraging targets
through YE 2025 are a credit positive for American's IDR, while the
loyalty program begins to represent a larger share of the total
liabilities.
Asset Isolation and Legal Structure: Fitch assesses the legal
protections and structural protection incorporated in the
transaction. In addition to having the IP assets legally conveyed,
bondholders have a first perfected security interest in the
contractual obligations due from Citi, Barclays and American. The
legal structure incentivizes American to continue to make payments
on the license as creditors will benefit from other structural
features including other guarantees, potential liquidated damages,
and a three-month liquidity reserve.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The rating is sensitive to changes in the credit quality of
American Airlines, Inc., which acts as licensee under the IP
license agreement. Any change in IDR can lead to a change on the
rating. Additionally, a reassessment of the GCA score and the
affirmation factor from high to medium will lead to a change in the
ratings. Finally, it is important to highlight that continued
deleveraging is a credit positive for the company's IDR; however,
this may narrow the rating differential between the transaction's
rating and the company's IDR.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Fitch does not anticipate developments with a high likelihood of
triggering an upgrade. If American's IDR is upgraded, Fitch will
consider whether the same uplift could be maintained or if it
should be further tempered in accordance with criteria.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
As stated in the first KRD of the RAC and throughout the committee
memo. The starting point of the rating is driven by the corporate
IDR of American Airlines.
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.
AEQUOR MGT: Court Approves Disclosure Statement
-----------------------------------------------
Joshua P. Searcy has entered an order approving the Disclosure
Statement of Aequor Mgt, LLC.
On or before Friday, Dec. 22, 2023, the Disclosure Statement
Approval Order, the Debtors' proposed Chapter 11 Plan or a summary
or summaries thereof approved by the Court, the Debtors' Disclosure
Statement, a ballot conforming to Official Form B-314 and any other
solicitation documents previously approved by the Court will be
mailed to creditors, equity security holders, and other parties in
interest, and will be transmitted to the United States Trustee.
Friday, Jan. 19, 2024 is fixed as the last day for filing and
serving written objections to confirmation of the Debtors' proposed
Chapter 11 Plan
The hearing to consider the confirmation of the Debtors' proposed
Chapter 11 Plan is fixed and shall be held on Tuesday, Jan. 30,
2024 at 9:30 a.m. In Person in the Courtroom of the United States
Bankruptcy Court, Eastern District of Texas, Plaza Tower, 110 North
College Avenue, Ninth Floor, in Tyler, Texas.
About Aequor Mgt
Aequor Mgt, LLC -- https://BurroSand.com/ -- claims to be the
lowest cost producer of 100 Mesh frac sand in the Permian Basin
serving oil and gas producers. The company is based in Tyler,
Texas.
Aequor Mgt and Aequor Holdings, LLC, filed petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Lead
Case No. 23-60010) on Jan. 5, 2023. Aequor Mgt scheduled $57.7
million in total assets against $90.7 million in total
liabilities.
Judge Joshua P. Searcy oversees the cases.
The Debtors are represented by Davor Rukavina, Esq., at Munsch
Hardt Kopf & Harr, P.C.
AINOS INC: Effects 1-for-5 Reverse Common Stock Split
-----------------------------------------------------
Ainos, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that effective Dec. 14, 2023 at 9:00 a.m.,
Eastern time, the Company amended its Certificate of Formation to
effect a reverse stock split of the Company's common stock, par
value $.01 at a ratio of 1-for-5.
The terms of the Reverse Stock Split are such that every five
shares of the Company's issued and outstanding Common Stock will be
automatically combined into one issued and outstanding share of
Common Stock, without any change in par value per share. Holders
of fractional shares will be paid out in cash for the fractional
portion. No fractional shares will be issued in connection with
the Reverse Stock Split. Stockholders who would otherwise be
entitled to a fraction of one share as a result of the Reverse
Stock Split instead will receive an amount in cash equal to such
fraction of a share multiplied by the closing sale price of Common
Stock on The Nasdaq Capital Market on Dec. 13, 2023, as adjusted
for the Reverse Stock Split. The number of outstanding options and
warrants will be adjusted accordingly. The Reverse Stock Split
does not otherwise modify any rights or preferences of the
Company's Common Stock.
The Common Stock started trading on a split-adjusted basis on
Nasdaq when the market opened on Dec. 14, 2023. The new CUSIP
number for the Common Stock following the Reverse Stock Split is
00902F303.
Preferred Stock Increase
The terms of the Amendment increase the total number of authorized
shares of preferred stock from 10,000,000 to 50,000,000. The
preferred stock may be issued in one or more series, each series to
be appropriately designated by a distinguishing letter or title,
prior to the issuance of any shares thereof
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.
AMBA MANAGEMENT: Charles Persing Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 2 appointed Charles Persing, a
certified public accountant at Bederson, LLP, as Subchapter V
trustee for AMBA Management Corp.
Mr. Persing will be paid an hourly fee of $490 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Persing declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Charles N. Persing, CPA/CFF, CVA, CIRA, CFE
Bederson LLP
100 Passaic Avenue, Suite 310
Fairfield, NJ 07004
Phone: (973) 530-9181
Fax: (862) 926-2481
Email: cpersing@bederson.com
About AMBA Management
AMBA Management Corp. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44414) on
Nov. 30, 2023, with up to $50,000 in assets and $500,001 to $1
million in liabilities. The petition was filed pro se.
Judge Nancy Hershey Lord oversees the case.
AMERICANN INC: Extends Maturity of $4MM Loan to Jan. 31
-------------------------------------------------------
Americann, Inc. disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that the maturity date of the
$4,000,000 loan borrowed from an unrelated third party was extended
to January 31, 2024.
On August 2, 2019 the Company borrowed $4,000,000 from an unrelated
third party. The loan bears interest at the rate of 11% per year,
was due and payable on August 2, 2022 and is secured by a first
lien on Building 1 at the Company's Massachusetts Cannabis Center.
On December 9, 2020 the loan was increased by $500,000 and the
maturity date of the loan was extended to August 1, 2023. On July
31, 2023 the maturity date of the loan was extended to December 1,
2023.
About AmeriCann
Americann, Inc. (OTCQB:ACAN) is a specialized cannabis company that
is developing state-of-the-art product manufacturing and greenhouse
cultivation facilities. Its business plan is based on the continued
growth of the regulated marijuana market in the United States.
The Company reported a net loss of $173,244 for the year ended
Sept. 30, 2022, compared to a net loss of $862,893 for the year
ended Sept. 30, 2021. As of June 30, 2023, the Company had $15.27
million in total assets, $9.41 million in total liabilities, and
$5.85 million in total stockholders' equity.
In its Quarterly Report for the three months ended June 30, 2023,
Americann said, "The Company had an accumulated deficit of
$19,705,247 and $19,758,689 at June 30, 2023 and September 30,
2022, respectively. These matters, among others, raise substantial
doubt about the Company's ability to continue as a going concern."
AMYRIS INC: Court Approves Disclosure Statement
-----------------------------------------------
Judge Thomas M. Horan has entered an order approving the Disclosure
statement of Amyris, Inc., et al.
All objections to the adequacy of the Disclosure Statement, if any,
are, to the extent not consensually resolved, overruled in their
entirety.
The hearing to consider confirmation of the Plan will commence on
Jan. 24, 2024, at 10:00 a.m. (Eastern Time)).
Unless extended by the Debtors or their counsel in writing, on or
before Jan. 18, 2024 at 5:00 p.m. (prevailing Eastern Time) (i)
Ballots accepting or rejecting the Plan must be received by the
Solicitation Agent (except for submission of the Class 7
Convertible Notes Claims Ballots which may only be submitted in
accordance with the express instructions set forth in the
applicable Beneficial Holder Ballot or Master Ballot, the forms of
which are attached hereto as Exhibits D5(a) and D5(b)) and (ii) Opt
Out Election Forms must be received by the Solicitation Agent at
this address:
Amyris Balloting
c/o Stretto
410 Exchange, Suite 100
Irvine, CA 92602
If a holder of a Claim in a Voting Class casts a Ballot with
respect to a Claim that is the subject of an objection filed no
later than 30 days before the Confirmation Hearing, the Debtors
request, in accordance with Bankruptcy Rule 3018, that the party's
Ballot not be counted, unless the Court temporarily allows such
Claim for purposes of voting to accept or reject the Plan, and that
such creditor be required to file a motion for such relief (the
"Rule 3018 Motion") no later than Jan. 5, 2024 at 5:00 p.m.
(prevailing Eastern Time), and that the Court schedule a hearing on
such motion for a date on or prior to the Confirmation Hearing.
The Solicitation Agent will file the Voting Tabulation Affidavit
with the Bankruptcy Court, on or before Jan. 22, 2024 or such other
date that is no later than 3 business days prior to the
Confirmation Hearing.
To the extent necessary and appropriate, the Debtors will file any
Plan Supplement on or before Jan. 9, 2024.
All objections to confirmation of the Plan, including any
supporting memoranda, (each a "Plan Objection") must be filed and
served on or before Jan. 18, 2024 at 5:00 p.m. (Eastern Time) (the
"Plan Objection Deadline").
On or before Jan. 22, 2024 at 12:00 P.M. (Prevailing Eastern Time)
or such other date that is no later than 2 business days prior to
the Confirmation Hearing, the Debtors will file a brief supporting
confirmation of the Plan (including any supporting legal memoranda)
and replying to any Plan Objections (the "Confirmation Brief").
About Amyris Inc.
Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a synthetic
biotechnology company, transitioning the Clean Health & Beauty and
Flavors & Fragrances markets to sustainable ingredients through
fermentation and the company's proprietary Lab-to-Market(TM)
technology platform. This Amyris platform leverages
state-of-the-art machine learning, robotics, and artificial
intelligence, enabling the company to rapidly bring new innovation
to market at commercial scale. Amyris ingredients are included in
over 20,000 products from the world's top brands, reaching more
than 300 million consumers. Amyris also owns and operates a family
of consumer brands that is constantly evolving to meet the growing
demand for sustainable, effective, and accessible products.
Amyris, Inc. and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. In the petition
signed by its interim chief executive officer and chief financial
officer, Han Kieftenbeld, Amyris disclosed $679,679,000 in assets
and $1,327,747,000 in liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their
bankruptcy counsel; Fenwick & West, LLP as corporate counsel;
Gordon Rees Scully Mansukhani, LLP as special counsel;
PricewaterhouseCoopers LLP as financial advisor; and Intrepid
Investment Bankers LLC as investment banker. Stretto, Inc., is the
Debtors' claims, noticing, solicitation agent and administrative
adviser.
AMYRIS INC: DIP Lender Intends to Bid for Its Remaining Assets
--------------------------------------------------------------
Ben Zigterman of Law360 reports that synthesized biologicals
producer Amyris told a Delaware bankruptcy court its
debtor-in-possession and prepetition lenders will step in with a
stalking horse credit bid for its core assets, unless the Northern
California-based company receives a bid greater than $255 million
at a Chapter 11 auction in January 2024.
About Amyris Inc.
Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a synthetic
biotechnology company, transitioning the Clean Health & Beauty and
Flavors & Fragrances markets to sustainable ingredients through
fermentation and the company's proprietary Lab-to-Market(TM)
technology platform. This Amyris platform leverages
state-of-the-art machine learning, robotics, and artificial
intelligence, enabling the company to rapidly bring new innovation
to market at commercial scale. Amyris ingredients are included in
over 20,000 products from the world's top brands, reaching more
than 300 million consumers. Amyris also owns and operates a family
of consumer brands that is constantly evolving to meet the growing
demand for sustainable, effective, and accessible products.
Amyris, Inc. and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. In the petition
signed by its interim chief executive officer and chief financial
officer, Han Kieftenbeld, Amyris disclosed $679,679,000 in assets
and $1,327,747,000 in liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their
bankruptcy counsel; Fenwick & West, LLP as corporate counsel;
Gordon Rees Scully Mansukhani, LLP as special counsel;
PricewaterhouseCoopers LLP as financial advisor; and Intrepid
Investment Bankers LLC as investment banker. Stretto, Inc., is the
Debtors' claims, noticing, solicitation agent and administrative
adviser.
ARTISAN MASONRY: Seeks to Hire Eric A. Liepins as Legal Counsel
---------------------------------------------------------------
Artisan Masonry, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to employ Eric A. Liepins, PC as
its bankruptcy counsel.
The Debtor requires legal assistance for the purpose of orderly
liquidating the assets, reorganizing the claims of the estate, and
determining the validity of claims asserted in the estate.
The hourly rates of the firm's counsel and staff are as follows:
Eric A. Liepins $275
Paralegals and Legal Assistants $30-$50
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has been paid a retainer of $5,000 plus filing fee.
Mr. Liepins, the sole shareholder of the firm, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Artisan Masonry, Inc.
Artisan Masonry, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
23-42275) on Nov. 30, 2023. The petition was signed by Robert Gladu
as president. At the time of filing, the Debtor estimated up to
$50,000 in assets and $1 million to $10 million in liabilities.
Eric A. Liepins, Esq. at ERIC A. LIEPINS, P.C. represents the
Debtor as counsel.
ASPIRA WOMEN'S: R. Drysdale Has 1.3MM Common Shares as of Nov. 28
-----------------------------------------------------------------
Robert H. Drysdale, director of Aspira Women's Health Inc.,
disclosed in a Form 3 Report filed with the Securities and Exchange
Commission that he beneficially owns 1,310,531 shares of Aspira
Women's Health Inc.'s common stock as of Nov. 28, 2023.
Mr. Drysdale also disclosed in the regulatory filing that he was
issued a warrant to purchase 44,444 shares of the Company's common
stock at an exercise price equal to $13.2 per share, exercisable
from August 25, 2022, to August 25, 2027.
A full-text copy of the regulatory filing is available at:
https://www.sec.gov/Archives/edgar/data/926617/000123419023000001/xslF345X02/primary_doc.xml
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com/-- is transforming women's gynecological
health with the discovery, development, and commercialization of
innovative testing options for women of all races and ethnicities,
starting with ovarian cancer. Its ovarian cancer risk assessment
portfolio is marketed to healthcare providers as OvaSuite. OvaWatch
is a non-invasive, blood-based test intended for use in the initial
clinical assessment of ovarian cancer risk in women with benign or
indeterminate adnexal masses for which surgical intervention may be
either premature or unnecessary.
Woodbridge, New Jersey-based BDO USA, P.C., the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated Oct. 25, 2023, citing that the Company has suffered recurring
losses from operations and expects to continue to incur substantial
losses in the future, which raise substantial doubt about its
ability to continue as a going concern.
BLUE STAR: Hearing Before Nasdaq Panel Set for March 28
-------------------------------------------------------
Blue Star Foods Corp disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that the Company's request for a
hearing with The Nasdaq Stock Market LLC's Hearings Panel was
granted. A hearing date has been scheduled for March 28, 2024, and
will stay the suspension of the Company's securities and the filing
of the Form 25-NSE pending the Panel's decision.
As previously reported on a Current Report on Form 8-K filed on
December 1, 2023, Blue Star Foods Corp. received a notice letter
from the Listing Qualifications Department of The Nasdaq Stock
Market LLC notifying the Company that, based on the Company's
stockholders' equity of $482,294 as reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2023 as filed with the Securities and Exchange Commission, 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) (the "Stockholders'
Equity Requirement"), which matter serves as a basis for delisting
the Company's securities from Nasdaq.
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.
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 Sept. 30, 2023, the Company had $7.24
million in total assets, $6.76 million in total liabilities, and
$482,294 in total stockholders' equity.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Blue Star Foods reported that the Company had an accumulated
deficit of $33,188,070 and a working capital deficit of $1,254,840,
inclusive of $768,839 in stockholder debt for the nine months ended
Sept. 30, 2023.
Blue Star Foods said, "These factors raise substantial doubt as to
the Company's ability to continue as a going concern. The
Company's ability to continue as a going concern is dependent upon
the Company's ability to increase revenues, execute on its business
plan to acquire complimentary companies, raise capital, and to
continue to sustain adequate working capital to finance its
operations. The failure to achieve the necessary levels of
profitability and cash flows would be detrimental to the Company."
BRICK BY BRICK: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Brick by Brick Builds, Inc. asks the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, for authority to use
the cash collateral of Lincoln Capital Management, LLC.
The Debtor requires the use of cash collateral to pay for operating
expenses including rent.
The Debtor leases a facility to CrissCross Center Co. as part of a
co-working enterprise that offers individual office spaces and
shared work areas with amenities available through a variety of
membership plans and payment structures.
The Facility consists of land and commercial improvements including
a 38,032 square foot office building on 2.76 acres, with parking
and related amenities, located at the northwestern corner of Bexley
Village Drive and Early Riser Avenue in Land O'Lakes, Florida.
Lincoln is a Texas limited liability company and is involved in a
lending relationship with the Debtor and CrissCross involving two
obligations that are secured by the Facility.
As of the Petition Date, the Lincoln Obligations were alleged to be
in the approximate amount of $12.345 million.
The value of the Facility securing the Lincoln Obligations is in
the approximate range of $6 million-$7.5 million. The Lincoln
Obligations are also secured by the furniture, fixtures and
equipment owned by the Debtor and/or CrissCross and being used in
connection with the operation of the Business such that the same is
continuing as a going concern. It is noted in these regards that
the Lincoln Obligations are approximately 40% percent unsecured.
This calculation does not account for any delinquent tax
liabilities.
A copy of the motion is available at https://urlcurt.com/u?l=UDijN5
from PacerMonitor.com.
About Brick by Brick Builds, Inc.
Brick by Brick Builds, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05564) on
December 7, 2023. In the petition signed by Robin Goris, president,
the Debtor dislcosed up to $10 million in both assets and
liabilities.
Judge Roberta A. Colton oversees the case.
Stephanie B. Anthony, Esq., at Anthony and Partners, represent the
Debtor as legal counsel.
C.W. KELLER: AWI Says Plan Disclosures Inadequate
-------------------------------------------------
American Wood Installers, Inc. ("AWI") objects to C.W. Keller &
Associates, LLC and C.W. Keller Holding Company, Inc.'s Disclosure
Statement to Debtors Chapter 11 Plan on the grounds that it does
not contain adequate information within the meaning of Section
1125(a)(1) of the Bankruptcy Code, specifically:
The Disclosure Statement is confusing as it relates to its
description of the indebtedness to Enterprise Bank ("Enterprise").
More specifically, the Disclosure Statement makes reference to two
loans made by Enterprise – one referenced as Enterprise LOC Loan
XXX37 and the other as Enterprise Term Loan XXX56. The XXX37 loan
is described as a loan made to C.W. Keller Holding Company and
guaranteed by the Debtor. The XXX56 loan is described as a loan
made to Spinnaker Realty Trust ("Spinnaker") and guaranteed by the
Debtor. Page 13 of the Disclosure Statement repeats that the XXX56
loan was made to Spinnaker and guaranteed by the Debtor but it also
appears to state that the XXX37 loan was made to the Debtor without
any reference to a guaranty. Confusing things further, footnote 4
at page 11 of the Disclosure Statement seems to refer to Spinnaker
as being the guarantor of the XXX56 loan ("Inclusive of the Proof
of Claim filed by Spinnaker Realty Trust for sums as guarantor of
the Enterprise Loan").
In addition to the need to clear up the confusion concerning the
Enterprise loans, the Disclosure Statement lacks any discussion of
those loans, which is of particular importance given that Spinnaker
is "a Keller family trust." What were the nature of these loans? If
the Debtor guaranteed loans made to Spinnaker, what if any claims
might exist against Spinnaker? What, if any defense, does the
estate have to Enterprise's claim? Has any analysis been done of
these issues? If not, why not? How will these issues be addressed?
The Disclosure Statement makes only a passing reference to the
disposition of the proceeds from the sale of the Debtor's business,
stating only that $429,515.10 remained after the sale. Disclosure
Statement, p. 10. More detail should be provided about the sale
proceeds, specifically how a $2.1 million sale resulted in only
$429,515.10 in cash.
What is more, the Disclosure Statement fails to explain how
between October 23, 2023 (the date of the closing) and November 14,
2023 (the date of the Disclosure Statement) cash received from the
closing went from $429,515.10 to $246,518.05 in only three weeks,
especially given that the business was shut down.
The Disclosure Statement fails to include a discussion about the
collectability of the accounts receivable.
The Disclosure Statement fails to adequately disclose the
anticipated distribution to general unsecured creditors. Among
other things, at page 15 it states that "[t]he net proceeds from
the Asset Sale will be insufficient to satisfy in full [then
listing varies categories of claims]." The Disclosure Statement was
written as if the sale has not already occurred. Given that the
Debtor now knows how much money it has left over from the sale the
Disclosure Statement should be able to provide a more current and
detailed analysis as to what general unsecured creditors should
expect.
Attorneys to American Wood Installers, Inc.:
Joseph S.U. Bodoff, Esq.
RUBIN AND RUDMAN LLP
53 State St.
Boston, MA 02109
Tel: (617) 330-7038
E-mail: jbodoff@rubinrudman.com
About C.W. Keller & Associates
C.W. Keller & Associates, LLC, is a fabrication and design
engineering firm in Newburyport, Mass., specializing in custom
millwork, composites and concrete form systems.
C.W. Keller & Associates and C.W. Keller Holding Company, Inc.
filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-11357)
on Aug. 24, 2023. At the time of the filing, C.W. Keller &
Associates reported $1 million to $10 million in assets and $10
million to $50 million in liabilities while C.W. Keller Holding
Company, Inc. reported as much as $50,000 in assets and $1 million
to $10 million in liabilities.
Judge Christopher J. Panos oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtors'
legal counsel.
C.W. KELLER: Bank Says Plan Disclosures Inadequate
--------------------------------------------------
Enterprise Bank and Trust Company, a secured creditor of C.W.
Keller & Associates, LLC and C.W. Keller Holding Company, Inc.,
objects to Debtor's Disclosure Statement, because the Disclosure
does not provide adequate information about the Debtor's proposed
Chapter 11 Plan for these reasons:
* The Bank holds a first priority security interest in
substantially all assets of the Debtor (excluding vehicles). The
total amount owed by the Debtor to the Bank as of the Petition Date
was $4,872,723.
* According to the Purchase Price Allocation, net Sale proceeds,
after payment of stated cure costs, were $337,043.34, which amount
does not reconcile with the stated "remaining proceeds in the
amount of $429,515.10" referenced in Section III, B, last
paragraph, of the Disclosure. The Bank has asked the Debtor for
clarification of this inconsistency, but has not received a
satisfactory explanation.
* Section III.D of the Disclosure includes a summary of Excluded
Assets available for distribution under the Plan. In the "Assets"
section, the "Cash and cash equivalents" line item $246,518.05. The
Disclosure does not explain how or why the "Cash and cash
equivalents" amount is significantly less than the $429,515.10 of
net Sale proceeds as set forth in Disclosure Statement Section
III.B and also is significantly less than the amount of net Sale
proceeds of $337,043.34, pursuant to the Purchase Price Allocation
attached hereto as Exhibit A.
* The Disclosure does not provide information as to which of the
Debtor's accounts receivable were purchased by the Buyer in the
Sale and which are "Excluded Assets" as a result of this lack of
information, the Bank has no ability to know which of the Debtor's
pre-Sale accounts receivable constitute the Bank's collateral and
which are claimed by the Sale purchaser. Such receivables represent
a significant source of repayment of the Bank's Claims pursuant to
the Plan.
* The Disclosure does not state that proceeds from collection of
Excluded Assets shall be held in the Debtor's DIP Account pending
disbursement pursuant to the Plan or other Court order.
* The Disclosure does not state when Bank Claims shall be paid
or with what frequency Bank Claims will be paid as proceeds from
Excluded Assets are collected by the Debtor.
Enterprise Bank and Trust Company by its attorneys:
Paul G. Crochiere, Esq.
REGNANTE STERIO LLP
401 Edgewater Place, Suite 630
Wakefield, MA 01880-6210
Tel: (781) 486-6222
E-mail: pcrochicre@regnante.com
About C.W. Keller & Associates
C.W. Keller & Associates, LLC, is a fabrication and design
engineering firm in Newburyport, Mass., specializing in custom
millwork, composites and concrete form systems.
C.W. Keller & Associates and C.W. Keller Holding Company, Inc.
filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-11357)
on Aug. 24, 2023. At the time of the filing, C.W. Keller &
Associates reported $1 million to $10 million in assets and $10
million to $50 million in liabilities while C.W. Keller Holding
Company reported as much as $50,000 in assets and $1 million to $10
million in liabilities.
Judge Christopher J. Panos oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, represents the
Debtors as legal counsel.
C.W. KELLER: Member Ryan Says Plan Unconfirmable
------------------------------------------------
Trevor Ryan, a member of the debtor C.W. Keller & Associates, LLC,
a holder of a Class 7 interest under the Plan and an interested
party, respectfully objects to the approval of the C.W. Keller &
Associates, LLC and C.W. Keller Holding Company, Inc.'s Disclosure
Statement with Respect to Debtors Chapter 11 Plan.
Ryan objects to approval of the Disclosure Statement because it
fails to provide adequate information about the proposed payment of
a $1,348,534 contingent debt for the benefit of the Spinnaker
Realty Trust, an insider of the Debtor. This provision of the Plan
also makes the Plan unconfirmable, and denial of the Disclosure
Statement is appropriate for this reason alone.
In addition, the Disclosure Statement overstates the liquidation
value of the Debtor's assets, and fails to provide adequate
information about the cost, risk, and delay associated with
collecting certain accounts receivable and receiving the employee
retention tax credits. This, in turn, casts doubt on the Debtor's
liquidation analysis, and the Plan's feasibility. Finally, the
Disclosure Statement refers to the employment of Keith Lowey as the
expected Chief Liquidating Officer of the Debtor but the Debtor
appears to have permanently withdrawn the application to employ Mr.
Lowey and has indicated that the Debtor's current management will
remain in control of the Debtor. This is particularly troublesome
since the current management is also the party who will benefit
from the Debtor's payment of the contingent debt.
Trevor Ryan's counsel:
Kate E. Nicholson, Esq.
Nicholson P.C.
21 Bishop Allen Dr.
Cambridge, MA 02139
Tel: (857) 600-0508
About C.W. Keller & Associates
C.W. Keller & Associates, LLC, is a fabrication and design
engineering firm in Newburyport, Mass., specializing in custom
millwork, composites and concrete form systems.
C.W. Keller & Associates and C.W. Keller Holding Company, Inc.
filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-11357)
on Aug. 24, 2023. At the time of the filing, C.W. Keller &
Associates reported $1 million to $10 million in assets and $10
million to $50 million in liabilities while C.W. Keller Holding
Company reported as much as $50,000 in assets and $1 million to $10
million in liabilities.
Judge Christopher J. Panos oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtor's as
legal counsel.
C.W. KELLER: U.S. Trustee Says Disclosures Inadequate
-----------------------------------------------------
William K. Harrington, the United States Trustee for Region 1,
objects to the disclosure statement supporting the liquidating plan
filed by C.W. Keller & Associates, LLC and C.W. Keller Holding Co.,
Inc. because it does not provide adequate information about the
Plan under 11 U.S.C. Sec. 1125(a).
According to the U.S. Trustee, the Disclosure Statement does not
provide adequate information about the Plan, because it:
a. does not explain what creditors, including Enterprise, will
get and when they will get it, such as through a forecast of the
liquidating trust's receipts and disbursements over three years,
along with a discussion of possible contingencies to payment;
b. does not discuss the collectability of accounts receivable;
c. does not forecast avoidance action recoveries;
d. does not forecast Mr. Lowey's compensation;
e. does not compare costs associated with the liquidating trust
with those of conversion, such as through a liquidation analysis;
f. does not explain whether Enterprise will satisfy its claims
in part from the co-debtors; and
g. given the magnitude of Enterprise's secured claims, does not
discuss whether dismissal or conversion would be in the best
interests of creditors and the estate.
About C.W. Keller & Associates
C.W. Keller & Associates, LLC, is a fabrication and design
engineering firm in Newburyport, Mass., specializing in custom
millwork, composites and concrete form systems.
C.W. Keller & Associates and C.W. Keller Holding Company, Inc.
filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-11357)
on Aug. 24, 2023. At the time of the filing, C.W. Keller &
Associates reported $1 million to $10 million in assets and $10
million to $50 million in liabilities while C.W. Keller Holding
Company reported as much as $50,000 in assets and $1 million to $10
million in liabilities.
Judge Christopher J. Panos oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtors'
legal counsel.
CAMBER ENERGY: All Three Proposals Passed at Annual Meeting
-----------------------------------------------------------
At Camber Energy, Inc.'s 2023 Annual Meeting of Stockholders, the
stockholders of the Company:
(1) Elected James A. Doris, Fred S. Zeidman, Robert K. Green,
David Herskovits, Lawrence B. Fisher as directors, each to serve a
term of one year and until their respective successors have been
elected and qualified, or until their earlier resignation or
removal;
(2) Ratified the appointment of Turner, Stone & Company, L.L.P.
as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2023;
(3) Approved, by a non-binding vote, the compensation of the
Company's named executive officers.
About Camber Energy
Based in Houston, Texas, Camber Energy, Inc. --
http://www.camber.energy/-- is a growth-oriented diversified
energy company. Through its majority-owned subsidiary, Camber
provides custom energy & power solutions to commercial and
industrial clients in North America and owns interests in oil and
natural gas assets in the United States. The company's
majority-owned subsidiary also holds an exclusive license in Canada
to a patented carbon-capture system, and has a majority interest
in: (i) an entity with intellectual property rights to a fully
developed, patent pending, ready-for-market proprietary Medical &
Bio-Hazard Waste Treatment system using Ozone Technology; and (ii)
entities with the intellectual property rights to fully developed,
patent pending, ready-for-market proprietary Electric Transmission
and Distribution Open Conductor Detection Systems.
Camber Energy reported a net loss attributable to the company of
$107.74 million for the year ended Dec. 31, 2022, a net loss
attributable to the company of $169.68 million for the year ended
Dec. 31, 2021, compared to a net loss attributable to the company
of $52.01 million for the nine months ended Dec. 31, 2020.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Camber Energy disclosed that the Company had a stockholders' equity
of $29,189,192, long-term debt of $38,849,855 and a working capital
deficiency of $9,451,778 as of Sept. 30, 2023.
Camber Energy said, "These conditions raise substantial doubt
regarding the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent
upon its ability to utilize the resources in place to generate
future profitable operations, to develop additional acquisition
opportunities, and to obtain the necessary financing to meet its
obligations and repay its liabilities arising from business
operations when they come due. Management believes the Company may
be able to continue to develop new opportunities and may be able to
obtain additional funds through debt or equity financings to
facilitate its business strategy; however, there is no assurance of
additional funding being available."
CAPTAIN YURI'S: Seeks Cash Collateral Access
--------------------------------------------
Captain Yuri's Charters, Inc. asks the U.S. Bankruptcy Court for
the Southern District of Florida, Miami Division, for authority to
use cash collateral and provide adequate protection, in accordance
with its agreement with Centennial Bank and the United States Small
Business Administration.
The Debtor requires the use of cash collateral for the continued
maintenance and operations of its fishing charter business.
There are three open UCC's of record in the Florida Secured
Transaction Registry secured by the assets of the Debtor. The first
two UCC-l's are held by Centennial Bank, and each is secured by a
specific ship owned by the Debtor. The first loan. Loan # 5351, is
secured by the Lauren Jean, a 2007 43' catamaran and its engines
and equipment. This first filed UCC-1 was filed on February 9,2018
at #201804124239. The second filed UCC-1 is also held by
Centennial. It is collateralized by all equipment for a "vessel
known as MY Magic" and is collateral for Loan # 7329. This second
UCC-1 was filed on June 10,20189 at #201908829425. Centennial also
holds a First Preferred Ship Mortgage on each vessel, which are
recorded at the National Vessel Documentation Center of the U.S.
Coast Guard. The third, and last UCC-1 of record is held by the
SBA, and was filed on February 11,2021 at #202106143662 and is
secured by "All tangible and intangible personal property" of the
Debtor.
Pursuant to Agreed Order at DE 32 entered on November 16, 2023 the
Magic Vessel was surrendered to Centennial by Debtor on Dec 5,2023.
This removes a substantial asset from ownership of the Debtor,
directly reducing the collateral available to secure the SBA loan.
The total value of all of the personal property of the Debtor, is
$581,992. The value of the Magic Vessel is scheduled at $260,000.
Subtracting that amount from the total Debtor assets reduces the
value of all assets to $321, 992. Included in that total is the sum
of $300,000 as the value of the Lauren Jean Vessel (per Debtors
opinion). This ship is the collateral for a loan (now accelerated)
held by Centennial, with a balance of $91,321. This loan is,
therefore, fully secured by the Lauren Jean Vessel, with
approximately $208,679 in equity "available". The SBA is the only
other creditor that has a filed UCC-1. It secures an EIDL, with a
principal balance of $150,000, and attaches to all of the Debtor's
remaining unencumbered assets. It is fully secured by the $208,679
in "excess equity" available from the Lauren Jean Vessel and the
value of the remaining personal property of the Debtor, scheduled
in the petition at a total of $21,992.
Even though both creditors, Centennial Bank and the SBA, are over
secured the Debtor has reached agreement with each of the two
creditors to pay as Adequate Protection the existing contract
payment for the SBA loan of $731 per month; and as to Centennial
Bank, the amount of the monthly payment of $3,575 required by Loan
#5351. No other creditor holds a secured claim and no request for
authorization to pay adequate
protection for any creditor besides Centennial and the SBA is
made.
A copy of the motion is available at https://urlcurt.com/u?l=pMmuI0
from PacerMonitor.com.
About Captain Yuri's Charters
Captain Yuri's Charters, Inc. filed Chapter 11 petition (Bankr.
S.D. Fla. Case No. 23-17488) on Sept. 19, 2023, with up to $50,000
in assets and $500,001 to $1 million in liabilities. Yuri Vakselis,
president, signed the petition.
Judge Robert A. Mark oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group PA serves as the
Debtor's bankruptcy counsel.
CEDIPROF INC: Court Approves Disclosure Statement
-------------------------------------------------
Judge Mara de Los Angeles Gonzalez has entered an order approving
the Disclosure statement of Cediprof Inc.
Objections to claims must be filed prior to the hearing on
confirmation.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the Plan.
Any objection to confirmation of the plan will be filed on/or
before 14 days prior to the date of the hearing on confirmation of
the Plan.
A hearing for the consideration of confirmation of the Plan and of
such objections as may be made to the confirmation of the Plan will
be held on March 14, 2024 at 10:00 a.m. at the U.S. Bankruptcy
Court, Jose V. Toledo Fed Bldg & Us Courthouse, 300 Recinto Sur,
3rd Floor, Courtroom #3, Old San Juan, Puerto Rico.
About Cediprof Inc.
Cediprof, Inc., is a company in Caguas, P.R., which develops,
manufactures, supplies and distributes finished dosage forms of
pharmaceutical products.
Cediprof filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-03198) on Nov. 4,
2022, with $10 million to $50 million in both assets and
liabilities.
The Debtor tapped Carmen D. Conde Torres, Esq., at the Law Offices
of C. Conde & Assoc. as bankruptcy counsel; RSM Puerto Rico as
accountant; and Colon Conde & Mirandes, LLC as tax credit
consultant.
CELSIUS NETWORK: FTC Crypto Fraud Claims Dismissal Bid Declined
---------------------------------------------------------------
Emily Lever of Law360 reports that a New York federal judge refused
to dismiss the Federal Trade Commission's suit claiming the
co-founders of the now-bankrupt crypto lender Celsius
misrepresented its business practices prior to its bankruptcy in
July 2023, saying the regulator had made a substantial case for the
ex-leaders' individual responsibility for the alleged fraud.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP, as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
CIRCLE C EQUIPMENT: Stephen Moriarty Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 14 appointed Stephen Moriarty, Esq., at
Fellers, Snider, Blankenship, Bailey & Tippens, P.C., as Subchapter
V trustee for Circle C Equipment, LLC.
Mr. Moriarty will be paid an hourly fee of $500 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Moriarty declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen J. Moriarty, Esq.
Fellers, Snider, Blankenship, Bailey & Tippens, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Telephone: (405) 232-0621
Facsimile: (405) 232-9659
Email: smoriarty@fellerssnider.com
About Circle C Equipment
Circle C Equipment, LLC is an agricultural equipment supplier in
Oklahoma City.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-13213) on Dec. 6,
2023, with $284,735 in assets and $1,578,807 in liabilities. Ricky
Collins, president and owner, signed the petition.
Gary D. Hammond, Esq., at Hammond Law Firm represents the Debtor as
bankruptcy counsel.
COMMUNITY HEALTH: Announces Offering of $750MM Notes Due 2032
-------------------------------------------------------------
Community Health Systems, Inc. disclosed in a Form 8-K Report filed
with the Securities and Exchange Commission that on December 11,
2023, the Company announced the offering of $750 million aggregate
principal amount of Senior Secured Notes due 2032 to be issued by
its wholly owned subsidiary, CHS/Community Health Systems, Inc.
The Issuer intends to use the net proceeds of the Notes Offering to
refinance a portion of its outstanding 8.000% Senior Secured Notes
due 2026 through privately negotiated transactions, a tender offer
and/or a redemption.
The Notes will be offered in the United States to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended, and
outside the United States pursuant to Regulation S under the
Securities Act. The Notes have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.
The Company is disclosing certain information in a preliminary
offering circular, dated December 11, 2023 (the "Preliminary
Offering Circular"), being provided to prospective investors of the
Notes in connection with the offering.
Fourth Quarter 2023 Debt Repurchases
In the fourth quarter of 2023 (through December 11, 2023), the
Issuer repurchased, through a combination of privately negotiated
transactions and open market repurchases, (i) $256 million
aggregate principal amount of its 6.000% Senior Secured Notes due
2029, (ii) $142 million aggregate principal amount of its 6.875%
Junior-Priority Secured Notes due 2029 and (iii) $5 million
aggregate principal amount of its 6.125% Junior-Priority Secured
Notes due 2030 (collectively, the "Fourth Quarter 2023 Debt
Repurchases") for an aggregate purchase price of approximately $305
million. The Fourth Quarter 2023 Debt Repurchases are expected to
yield annual cash interest savings of approximately $25 million.
After giving effect to the Fourth Quarter 2023 Debt Repurchases,
approximately $644 million, $1,244 million and $1,227 million
aggregate principal amount of the 2029 Notes, 2029 Junior-Priority
Secured Notes and 2030 Junior-Priority Secured Notes, respectively,
remain outstanding as of December 11, 2023.
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. The Company's
affiliates are providers of healthcare services, developing and
operating healthcare delivery systems in 43 distinct markets across
15 states. As of Oct. 25, 2023, the Company's subsidiaries own or
lease 76 affiliated hospitals with over 12,000 beds and operate
more than 1,000 sites of care, including physician practices,
urgent care centers, freestanding emergency departments,
occupational medicine clinics, imaging centers, cancer centers and
ambulatory surgery centers.
* * *
As reported by the TCR on March 3, 2023, Moody's Investors Service
downgraded CHS/Community Health Systems, Inc.'s ("Community")
Corporate Family Rating to Caa1 from B3. Moody's said the
downgrade of Community's ratings reflects a significant increase in
the company's financial leverage and the uncertainty associated
with the company's ability to generate positive free cash flow
given the tough operating environment.
Egan-Jones Ratings Company on October 25, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Community Health Systems, Inc.
COMMUNITY HEALTH: S&P Upgrades ICR to 'CCC+', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings raised its rating on Community Health Systems
Inc. to 'CCC+' from 'SD' (selective default).
S&P also raised its ratings on the senior secured first loan notes
to 'B-' from 'D' and the secured junior priority notes to 'CCC-'
from 'D'.
The outlook is negative, reflecting the risk of further distressed
exchanges in the intermediate future despite credit metrics
potentially improving in 2024.
S&P said, "We believe Community Health's capital structure is
currently unsustainable. The company remains highly leveraged with
S&P Global Ratings-adjusted debt to EBITDA of 8.4x. In addition,
the company has not established a track record of sustained
positive free cash flow generation. While we expect improved EBITDA
margins and positive cash flow in 2024, leverage will remain high
while the company has a significant interest burden and maturities
starting in 2026."
However, the company recently repurchased $985 million of its 8%
senior secured notes due 2026, using proceeds from its $1 billion
offering of 10.875% senior secured notes due 2032.
The negative outlook reflects the risk of further distressed
exchanges over the near term. S&P believes there is a heightened
risk that Community Health may complete more below-par debt
repurchases over the next 12 months that we deem distressed.
Although S&P projects operating performance and discretionary cash
flow generation will improve, Community Health remains highly
levered, and management may continue to use cash flows and proceeds
from planned divestitures to repurchase debt at a discount. The
company has already repurchased debt at a discount twice in 2023
and twice in 2022.
S&P said, "We expect performance and free cash flow to improve in
2024. Labor challenges and inflationary pressures have moderated in
2023; we believe it will further moderate in 2024, although costs
remain elevated and will likely remain headwinds. The use of
expensive temporary staffing has declined and the rate of labor
cost increases may slow to 4% in 2024, down from the 5% in 2023. We
expect EBITDA margins to grow to 13% in 2024 and reach 13.3% in
2025 as the company works down costs and builds its higher acuity
service lines."
Community Health continues to aggressively rationalize its
portfolio. It cut its hospital count down to 71 facilities from 194
in 2015. The company recently closed on the sale of three hospitals
in Florida for roughly $294 million. The proceeds give the company
increased flexibility to accelerate deleveraging and pursue
potential acquisitions.
S&P said, "The negative outlook reflects the potential that
Community Health may pursue further debt repurchases at below par
that we deem a distressed exchange, leading to a downgrade. The
company's adjusted leverage remains high at 8.1x, and it has not
sustainably generated free cash flow in the past couple of years.
"We could lower the ratings on Community Health if the company
conducts further debt repurchases that we deem distressed.
"We could revise the outlook to stable if Community Health
demonstrates it can sustainably generate positive discretionary
cash flow and we believe there is less potential for a distressed
exchange."
CONCRETE SOLUTIONS: Seeks Dec. 28 Extension for Amended Plan
------------------------------------------------------------
Concrete Solutions & Supply filed its second motion requesting
additional time to file a Second Amended Disclosure Statement and a
First Amended Plan.
In brief, the Court previously approved a stipulated extension of
time -- the stipulation being with U.S. Bank, N.A. -- on the basis
of the Debtor's principal's health. The principal underwent
surgery and he has suffered complications requiring
re-hospitalization. He has been unable to assist Debtor's counsel
with the Second Amended Disclosure Statement and a First Amended
Plan.
The Debtor requests an extension of time to Dec. 28, 2023, to
permit the principal to sufficiently recover and to assist
counsel.
A hearing is presently set for Jan. 10, 2024, at 2:00 p.m. to
consider the Debtor's Second Amended Disclosure Statement. The
Debtor requests that the hearing date be continued.
Counsel for the Debtor:
Steven R. Fox, Esq.
THE FOX LAW CORPORATION, INC.
17835 Ventura Blvd., Suite 306
Encino, CA 91316
Tel: (818) 774-3545
Fax: (818) 774-3707
E-mail: srfox@foxlaw.com
About Concrete Solutions & Supply
Concrete Solutions & Supply supplies concrete restoration products
and rents concrete restoration machinery and equipment largely to
sub-contractors and to property owners from two store locations in
Newbury Park and Fullerton, California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10314) on April 25,
2023. In the petition signed by Alton Anderson, president, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Ronald A. Clifford III oversees the case.
Steven R. Fox, Esq., at The Fox Law Corporation Inc., is the
Debtor's legal counsel.
CUETO CONSULTING: Katharine 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 Cueto Consulting &
Construction, 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 Cueto Consulting & Construction
Cueto Consulting & Construction, LLC, a company in Fort Worth,
Texas, filed a Chapter 11 petition (Bankr. N.D. Texas Case No.
23-43707) on Dec. 4, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Andrew Cueto, president,
signed the petition.
Eric A. Liepins, P.C. represents the Debtor as legal counsel.
DIOCESE OF ROCHESTER: Continental Taps Judge Hogan as Claims Rep.
-----------------------------------------------------------------
The Continental Insurance Company seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to employ
former Federal Judge Michael R. Hogan, currently the principal of
Hogan Mediation, as a legal representative to represent the
interests of unknown abuse claimants.
Judge Hogan will render the following services:
a. undertaking an investigation and analysis regarding the
estimated number of Unknown Abuse Claimants and the estimated value
of Unknown Abuse Claims, including filing proof of claim(s) on
behalf of Unknown Abuse Claimants, if he deems it advisable to do
so;
b. negotiating treatment of Unknown Abuse Claims in connection
with the Debtor Plan, the CNA Plan, and any other plan of
reorganization or other resolution in connection with the Case;
c. advocating Unknown Abuse Claimants' legal positions before
the Court and, if necessary, filing pleadings and presenting
evidence on any issue affecting such claimants;
d. taking all other legal actions reasonably necessary to
represent the interests of Unknown Abuse Claimants, including
minors; and
e. serving as an independent fiduciary acting on behalf of all
Unknown Abuse Claimants.
Judge Hogan will receive compensation at the rate of $850 per hour
for services performed as the Unknown Claims Representative,
subject to a cap of $100,000, plus reimbursement of actual,
reasonable, and necessary expenses incurred during his services.
Judge Hogan assured the court that he is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code, as
required by section 327(a) of the Bankruptcy Code, and does not
hold or represent an interest adverse to the Debtor's estate.
Judge Hogan can be reached at:
Michael R. Hogan
Hogan Mediation
PO Box 1375
Eugene, OR 97440
Email: josh@hoganmediation.net.
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the
petition, the diocese was estimated to have $50 million to $100
million in assets and at least $100 million in liabilities.
Bond, Schoeneck & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
DUVALTEX INC: Chapter 15 Case Summary
-------------------------------------
Lead Debtor: Duvaltex Inc.
1035 Wilfrid-Pelletier Avenue
Quebec City, QC, GIWOC
Business Description: The Duvaltex Group of companies was founded
in 1947 shortly after the end of World
War II by the Duval family in Saint-Victor
de Beauce in Quebec, Canada and specializes
in the design and production of woolen
fabrics, which it used to manufacture woolen
blankets that were sold to various
customers, including the Canadian army.
Duvaltex quickly made its mark and became
North America's largest manufacturer of
recycled wool.
Despite its growth and sound financial
health over its 75-year history, the Debtors
encountered financial and operational
difficulties in recent years, in large part,
attributable to the Covid-19 pandemic, which
affected its Quebec-US Consolidation
Process following the acquisition of True
Textiles, as well as sales of contract
textiles for office furniture. In order to
finance the US Acquisition of True Textiles
in 2016 and Armfoam in 2019, the Debtors
borrowed in excess of $29 million from the
various secured creditors. Following the
acquisition of Armfoam, the Debtors also
invested $15 million to acquire equipment
and operating licences for the production
of N95 masks which ultimately had to be
abandoned.
On the Web: https://duvaltex.com/
Foreign Proceeding: Proceedings currently pending before the
Superior Court of Quebec, Commercial
Division, No. 200-11-028987-231, initiated
pursuant to the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36
(as amended, the "CCAA").
Chapter 15 Petition Date: December 18, 2023
Court: United States Bankruptcy Court
District of Delaware
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 15 of the Bankruptcy Code:
Debtor Case No.
------ --------
Duvaltex Inc. 23-12072
Les Lainages Victor Ltee 23-12073
Armfoam Inc. 23-12074
Duval (Acquisition) Inc. 23-12075
Duvaltex (Canada) Inc. 23-12076
Duvaltex (America), Inc. 23-12077
Duvaltex (US), Inc. 23-12078
Judge: TBA
Foreign Representative: Alain Duval
President and Chief Executive Officer
Duvaltex, Inc.
Foreign
Representative's
Counsel: Laura Skowronski Bouyea, Esq.
VENABLE LLP
Phone: 410-528-2345
E-mail: lsbouyea@venable.com
Estimated Assets: Unknown
Estimated Debt: Unknown
Full-text copies of the Chapter 15 petitions are now available for
download PacerMonitor.com.
ECUO REAL: Hires Kroll Restructuring as Claims and Noticing Agent
-----------------------------------------------------------------
ECUO Real Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Kroll
Restructuring Administration LLC as claims, noticing, and
solicitation agent.
Kroll will be retained to provide end-to-end restructuring
administrative services for purposes of a complex medium corporate
operation.
The Debtor will pay the market rate for such representation.
As disclosed in the court filings, Kroll is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code, and
does not hold or represent any interest materially adverse to the
Debtor’s estate.
The firm can be reached at:
KROLL RESTRUCTURING ADMINISTRATION, LLC
55 East 52nd Street,
17th Floor, New York, NY 10055
Phone: (212) 593-1000
About ECUO Real Holdings
ECUO Real Holdings, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-44002) on Oct. 30, 2023, with $1 million to $10 million in
assets and $500,001 to $1 million in liabilities. The petition was
filed pro se.
Judge Nancy Hershey Lord oversees the case.
EIF CHANNELVIEW: S&P Affirms 'BB+' Rating on Senior Secured TLB
---------------------------------------------------------------
S&P Global Ratings revised its outlook on EIF Channelview
Cogeneration LLC's (EIF) senior secured term loan B (TLB) and
revolving credit facility to stable from positive and affirmed its
'BB+' issue-level ratings.
S&P said, "At the same time, we revised our recovery rating on the
TLB and revolver to '1+' (rounded estimate: 100%) to indicate our
expectation for full recovery in a hypothetical default scenario.
The stable outlook reflects our view that, even though it has
minimal leverage and we expect it will fully repay the TLB in 2024,
EIF's exposure to the volatility of the ERCOT market as a
single-asset merchant project is significant enough to prevent us
from raising our rating to the investment-grade category."
EIF is an 856-megawatt (MW) combined-cycle gas-fired cogeneration
power plant located adjacent to LyondellBasell Industries' Equistar
Chemicals L.P. (Equistar) refinery east of Houston. The project
sells steam and a portion of its electricity to Equistar. EIF sells
the remainder of its electrical output to third parties under
short-term contracts and into the ERCOT energy-only merchant power
market. The project is owned by Ares EIF Management LLC, operated
by Siemens A.G., and managed by Power Plant Management Services
LLC.
The 'BB+' rating continues to reflect the project's exposure to
volatile power prices in the ERCOT energy market and its very low
leverage due to its material debt paydowns since 2021.
S&P said, "While we expect the project will fully repay the TLB in
first half of 2024, with no refinancing risk, we still consider its
credit risk to be in the speculative-grade category from a
qualitative perspective due to its significant exposure to the
volatile ERCOT merchant power market and its single asset profile.
That said, our ratings on EIF's debt are the highest among the
single-asset merchant power project financings we rate in the U.S.
market.
"The stable outlook reflects our view that that EIF's financial
performance will remain strong, given its very low leverage and our
expectation it will fully repay its TLB in the first half of 2024.
Under our base-case forecast, we assume stable operations and
robust DSCRs at the TLB and revolver maturity date."
The potential for a downgrade is limited because the project has
minimal leverage, which leads to very strong DSCRs and provides it
with a cushion for underperformance. However, S&P could lower its
rating if:
-- The project pursues any changes to its existing capital
structure that increase its leverage; or
-- Adverse low-probability, high-impact market events erode the
cushion in its coverage ratios such that S&P anticipate the TLB
could be exposed to refinancing risk.
Given that EIF is a single-asset project highly exposed to the
volatile merchant power market in the ERCOT region, S&P views a
positive rating action as unlikely at the current rating level.
ELLIS GEOTHERMAL: Steven Nosek Named Subchapter V Trustee
---------------------------------------------------------
The Acting U.S. Trustee for Region 12 appointed Steven B. Nosek as
Subchapter V trustee for Ellis Geothermal, Inc.
Mr. Nosek will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Nosek declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Steven B. Nosek
10285 Yellow Circle Drive
Hopkins, MN 55343
Email: snosek@noseklawfirm.com
About Ellis Geothermal
Ellis Geothermal, Inc. is a building equipment contractor in Elk
River, Minn.
Ellis Geothermal filed Chapter 11 petition (Bankr. D. Minn. Case
No. 23-42590) on Dec. 7, 2023, with $2,514,798 in assets and
$3,307,904 in liabilities. Peter Ellis, president, signed the
petition.
Joseph Dicker, Esq., at Joseph W Dicker, PC represents the Debtor
as legal counsel.
EQUINOX HOLDINGS: Working With Centerview, Goldman to Raise Funds
-----------------------------------------------------------------
Alexander Saeedy of The Wall Street Journal reports that high-end
fitness club chain Equinox is working with Goldman Sachs and
Centerview Partners to raise more than $1 billion to refinance
loans coming due early 2024, according to people familiar with the
matter.
Equinox is looking at raising a mix of new debt and preferred
equity to help refinance about $1.5 billion of debt, the people
said. The New York-based company has a $76 million revolver
maturing in January, a $1.2 billion loan maturing in March and a
$200 million junior loan that must be repaid in September 2023,
according to a November research report from Moody's Investors
Service.
Bloomberg in a separate report said that Equinox Holdings has been
exploring options including raising a $1.3 billion loan in the
private credit market to refinance upcoming debt maturities,
according to people with knowledge of the matter.
The Luxury fitness company, which owns the SoulCycle chain, has
also been discussing raising around $400 million in preferred
equity as part of the financing, said the people, who asked not to
be identified discussing a private matter, according to the
BLoomberg report.
Equinox's adviser Centerview Partners has been shopping the
proposal to direct lending funds, the people said, adding that
talks aren't final and plans could change.
The firm, which is backed by principals of billionaire Stephen
Ross's Related Cos., has a more than $1 billion first-lien term
loan maturing in March. Equinox also has a revolving credit line
maturing in January and a $200 million second-lien term loan due in
September, according to a Moody's Investors Service downgrade note
from November.
The company has seen its business recover in the years since
pandemic lockdowns and the discussions for refinancing are
advanced, one of the people said.
Last month, Equinox disclosed financial results that showed a rise
in revenue to $272.6 million in a recent three-month period, from
$215.8 million a year earlier, some of the people said. The results
were helped by a hike in membership fees, they added.
About Equinox Holdings
Equinox is an American luxury fitness company which operates
several lifestyle brands.
FARADAY FUTURE: Continues Actions Versus Illegal Trading Activities
-------------------------------------------------------------------
Faraday Future Intelligent Electric Inc. announced that it has
completed the first phase analysis of identifying potential illegal
trading activity and is taking additional steps to help mitigate
such activity with ShareIntel-Shareholder Intelligence Services,
LLC into a second phase of work.
As announced in October of this year, FF engaged ShareIntel to help
identify potential illegal short selling and other abusive trading
activities. To date, ShareIntel's DRIL-Down analysis has
identified reporting imbalances in FF's shares that may be material
to FF's public float and average daily trading volume. These
imbalances may be a byproduct of non-compliant or illegal trading
activities and may indicate that certain traders have sold but
failed to deliver a significant number of shares of FF's common
stock.
Matthias Aydt, Global CEO of FF commented, "Based on the findings
of ShareIntel's analysis to date, we are deeply concerned that FF
may have been the target of a market manipulation scheme involving
illegal short selling. FF's Board and management are committed to
protecting our investors and maximizing shareholder value, and we
will take all actions necessary to ensure FF is not the target of
market manipulation. We will continue to work with ShareIntel to
combat potentially manipulative and egregious illegal short selling
and trading activities to help ensure fair market conditions."
"ShareIntel tracks share ownership and monitors critical
broker-dealer and shareholder movements," said David Wenger,
president and chief executive officer of ShareIntel. "We look
forward to continuing efforts to help Faraday Future Intelligent
Electric Inc identify parties to potentially abusive and illegal
naked short selling, implement action plans to mitigate such
activity and help maximize shareholder ownership transparency."
About Faraday Future
Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) --
http://www.ff.com-- designs and engineers next-generation
intelligent, connected, electric vehicles. FF intends to start
manufacturing vehicles at its production facility in Hanford,
California, with additional future production capacity needs
addressed through a contract manufacturing partner in South Korea.
FF is also exploring other potential contract manufacturing options
in addition to the contract manufacturer in South Korea. The
Company has additional engineering, sales, and operational
capabilities in China and is exploring opportunities for potential
manufacturing capabilities in China through a joint venture or
other arrangement.
Faraday Future reported a net loss of $552.07 million for the year
ended Dec. 31, 2022, a net loss of $516.50 million for the year
ended Dec. 31, 2021, compared to a net loss of $147.08 million for
the year ended Dec. 31, 2020.
New York, NY-based Mazars USA LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 9, 2023, citing that the Company has incurred operating
losses since inception, has continued cash outflows from operating
activities, and has an accumulated deficit. These conditions raise
substantial doubt about its ability to continue as a going concern.
FISHERMANS COVE: Case Summary & 19 Unsecured Creditors
------------------------------------------------------
Debtor: Fishermans Cove Inc.
2025 Church Avenue
Brooklyn NY 11226
Business Description: The Debtor is primarily engaged in the
retail sale of prepared food and drinks for
on-premise or immediate consumption.
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-44696
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Joshua R. Bronstein, Esq.
JOSHUA R. BRONSTEIN & ASSOCIATES, PLLC
114 Soundview Drive
Port Washington NY 11050
Tel: 516-698-0202
Fax: 516-791-3470
Email: jbrons5@yahoo.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Kirk Gibson as CEO/president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4LAKYLY/Fishermans_Cove_Inc__nyebke-23-44696__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 19 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Ash Unlimited Inc. Rent $30,000
Care of Ezra Ashkenazi
1113 Avenue J
Brooklyn NY 11230
2. Bhnwn Nostrand LLC Rent $250,000
26 Henhawk Road
Kings Point NY 11024
3. Capital One Bank Credit Card $90,000
927 Flatbush Ave
Brooklyn NY 11226
4. CloudFund LLC Loan $330,000
187 Wolf Road
Suite 101
Albany NY 12205
5. Consolidated Edison of Utilities $150,000
New York, Inc.
Law Department
4 Irving Place RM 1875
6. Fundfi Merchant Loan $300,000
Funding, LLC
352 Fulton Avenue
Hempstead, NY 11550
7. Internal Revenue Service Taxes $100,000
PO Box 7317 Philadelphia PA
19101
8. 156 E 21 LLC Rent $30,000
c/o Abdo Ali
156 East 21st Street Apt 1A
Brooklyn NY 11226
9. 4919 Church Inc. Rent $6,000
c/o Bong Suk Chang
17633 Gunn Hwy
Suite 117
Odessa Fl 33556
10. 600 Dan & Andy Partners LLC Rent $200,000
16 W 32nd St Ste 802
New York NY 10001
11. 724 Flatbush Avenue LLC Rent $15,000
Care of Charles SAKA
60 Larchwood Avenue
Oakhurst NJ 07755
12. National Grid Utilities $150,000
Care of Legal Department
175 East Old Country Road
Hicksville NY 11801
13. NYS Department of Taxation Taxes $1,000,000
Finance
c/o Bankrutcy Section
P.O. Box 5300
Albany NY 12205
14. Marshall Freidus Loan $1,000,000
dba North East Lending Services
24 Hemlock Road
Livingston NJ 07424
15. Mishal Realty LLC Rent $150,000
2566 East 66 St
Brooklyn NY 11234
16. ML Factors Funding Loan $300,000
Limited Liability Company
428 Central Avenue
Suite B
Cedarhurst NY 11516
17. Small Business Administration Loan $2,000,000
409 3rd St. SW
Washington, DC 20416
18. The LCF Group, Inc. Loan $20,000
dba Last Chance Funding
411 Hempstead TKP 1st FL
W Hempstead NY 11552
19. Terminal Produce Corp Vendor $5,000
4 Brooklyn Terminal Market
Brooklyn NY 11236
FORM TECHNOLOGIES: S&P Downgrades ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Form
Technologies LLC (Form) to 'CCC+' from 'B-'.
S&P said, "At the same time, we lowered our issue-level ratings on
Form's $100 million revolving credit facility (RCF) and $640
million first-out, first-lien term loan to 'CCC+' from 'B-'. Our
'3' recovery rating remains unchanged and reflects our expectation
for meaningful (50%-70%; rounded estimate: 60%) recovery in the
event of a default.
"We also lowered our issue-level rating on its $175 million
second-out, first-lien term loan to 'CCC-' from 'CCC'. Our '6'
recovery rating remains unchanged and reflects our expectation for
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a default.
"The negative outlook reflects our view that there is at least a
one-in-three chance that we could lower our ratings on Form over
the next 6-12 months given its approaching debt maturities. In
addition, we could also lower our ratings on the company if
earnings are weaker than we anticipate, resulting in a further
deterioration in debt leverage from already high levels."
The negative outlook reflects Form's high leverage and its
approaching 2025 debt maturities. Form faces heightened refinancing
risks as its entire capital structure matures in 2025. Its $100
million RCF ($63.9 drawn as of Sept. 30, 2023) will be current in
April 2024. In addition, its $640 million first-out, first-lien
term loan and its $175 million second-out, first-lien term loan
will be current in July 2024 and October 2024, respectively.
Although we believe the company will work to address its oncoming
maturities, the potential for increasing macroeconomic pressures
could make refinancing more difficult in 2024.
S&P said, "We believe Form's operating performance will remain
challenged through the first half of 2024.In our view, lower
volumes in its consumer-related end markets will challenge Form's
performance as consumers' excess savings built up over the COVID-19
pandemic dwindle down and interest rates remain high. Additionally,
Form maintains high exposure to the automotive industry. While the
successful resolution of the United Auto Workers (UAW) strike is a
positive development, we expect to see an impact to the company's
earnings in the fourth quarter of 2023. Further, we expect light
vehicle sales in the U.S. to remain relatively flat in 2024, which
we incorporate into our full-year 2024 forecast for revenue growth
in the low- to mid-single-digit percent area.
"We believe macroeconomic headwinds will challenge Form's revenue
growth in 2024, resulting in S&P Global Ratings-adjusted debt to
EBITDA remaining in the mid-10x area. Our leverage metrics include
its preferred shares as debt under our criteria, primarily because
they are callable within five years. The payment-in-kind (PIK)
feature of the preferred shares, along with their relatively high
interest rate, will increase Form's debt. Form's S&P Global
Ratings-adjusted EBITDA margins have remained consistent in the
mid-teens percent area the last couple of years, and we believe it
will remain at that level in 2024.
"We forecast negative reported free operating cash flow (FOCF) in
2024. We expect higher capital expenditures (capex) and higher
interest expenses as hedges roll off, partially offset by modest
EBITDA growth, will translate into negative FOCF in 2024. Following
a strategic inventory build in 2022 due to supply chain challenges,
conditions started to improve in 2023 and allowed Form to generate
reported FOCF of $10.3 million through September 2023. We expect
Form will continue to manage its inventory levels which it had
built up in the previous year, but that requirements to support
growth will mostly offset this.
'Form's operating performance in 2023 was weaker than we
anticipated. Form's sales declined 7.8% to $709.3 million in the
first nine months of 2023 due to lower volumes from its enterprise
technology, consumer electronics, healthcare, and hardware end
markets, primarily due to a reduction in consumer spending and
lower metal price pass-throughs. In addition, high interest rates
have pressured new home sales and renovations, impacting Form's
hardware and consumer electronics end markets. Furthermore,
healthcare volumes were also down, with lower demand for metal
razor handles, as consumers switched to cheaper plastic razor
handles. Partially offsetting the decline was higher volumes in
Form's automotive-related end markets and higher pricing.
"The negative outlook reflects our view that there is at least a
one-in-three chance that we could lower our ratings on Form over
the next 6-12 months given its approaching debt maturities. It also
reflects our view that its earnings could be weaker than we
anticipate if Form's end markets do not show signs of recovery.
"We could lower our rating on Form if we envision a specific
default scenario over the next 12 months, including the possibility
of a distressed exchange or restructuring. We believe this
possibility could increase if there is continued weakness in
earnings, leverage deteriorates further, and FOCF continues to
decline."
S&P could raise its rating on Form if:
-- It addresses the maturities of its RCF, first-out, first-lien
term loan, and second-out, first-lien term loan in a manner that
S&P does not consider tantamount to a default;
-- The company generates neutral to positive FOCF; and
-- Its operating performance improves such that its sustains S&P
Global Ratings-adjusted debt leverage below 9x.
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Form, as is the case
for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns.
"Environmental factors are an overall neutral consideration. While
automotive sales comprise over 40% of revenues, most components
that Form produces are not related to the engine or drivetrain but
rather to driver-assistance systems and connectivity and automotive
safety within automobiles and recreational vehicles."
GAM EMPREENDIMENTOS: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Debtor: GAM Empreendimentos E Participaes
S.A.;
Florida Paulista Acucar e Etanol S.A.
Rua do Paraiso, n. 45, Conjunto 71
Paraiso, Sao Paulo, SP 04103
Foreign Proceeding: Judicial District of Florida Paulista,
SP, Case No. 1064319-92.2016.8.26.0100
Chapter 15 Petition Date: December 15, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 23-20364
Judge: Hon. Scott M. Grossman
Foreign Representative: Expertisemais Servicos Contabeis e
Administrativos Ltda., as Judicial
Administrator
Rua do Paraiso, n. 45, Conjunto 71
Paraiso, Sao Paulo, SP 04103
Brazil
Foreign
Representative's
Counsel: Nyana Abreu Miller, Esq.
SEQUOR LAW P.A.
1111 Brickell Ave, Suite 1250
Miami, FL 33131
Tel: (305) 372-8282
Email: nmiller@sequorlaw.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/UPWPMZQ/GAM_EMPREENDIMENTOS_E_PARTICIPAES__flsbke-23-20364__0001.0.pdf?mcid=tGE4TAMA
GENWORTH FINANCIAL: A.M. Best Affirms Fin. Strength C++ Rating
--------------------------------------------------------------
AM Best has affirmed the Financial Strength Rating (FSR) of C++
(Marginal) and the Long-Term Issuer Credit Ratings (Long-Term ICRs)
of "b+" (Marginal) of Genworth Life Insurance Company (GLIC)
(Wilmington, DE) and Genworth Life Insurance Company of New York
(GLICNY) (New York, NY). Additionally, AM Best has affirmed the
Long-Term ICRs of "b+" (Marginal) of Genworth Financial, Inc.
[NYSE: GNW] and Genworth Holdings, Inc. (both domiciled in
Delaware) as well as their Long-Term Issue Credit Ratings
(Long-Term IRs). The outlook of these Credit Ratings (ratings) is
stable. In addition, AM Best has affirmed the FSR of B- (Fair) and
the Long-Term ICR of "bb-" (Fair) of Genworth Life and Annuity
Insurance Company (GLAIC) (Richmond, VA). The outlook of these
ratings is negative.
The ratings of GLIC and GLICNY reflect their balance sheet
strength, which AM Best assesses as weak, as well as their adequate
operating performance, limited business profile and appropriate
enterprise risk management (ERM).
The ratings of GLIC and GLICNY also reflect their risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio
(BCAR), and other capital metrics, which are low and volatile.
Management has maintained its strategy of garnering actuarially
supported premium rate increases and benefit reductions on
in-force, long-term care (LTC) policies and continues to achieve
meaningful results. The companies' operating performance in recent
years has benefited from increased lapses and a decline in
utilization in the LTC line of business as a lingering result of
the pandemic. The interest rate environment is a net positive,
albeit offset somewhat by higher costs associated with rising
inflation. While the group has demonstrated success at achieving
premium rate increases in the past, the impact and timing of the
approval and receipt of those rate increases continue to be a
financial risk.
The ratings of GLAIC reflect its balance sheet strength, which AM
Best assesses as weak, as well as its marginal operating
performance, limited business profile and appropriate ERM.
The ratings of GLAIC also reflect its weak level of risk-adjusted
capitalization, as measured by BCAR, which is impacted by declining
equity markets in 2022 that require a higher level of reserves for
the company's variable annuity business and elevated post COVID-19
mortality levels. The negative outlook for GLAIC reflects the
continued pressure on its current balance sheet strength
assessment. AM Best will continue to monitor the company's ability
to improve its current level of risk-adjusted capitalization. A
failure to execute on capital management initiatives designed to
improve risk-adjusted capitalization may result in further negative
rating actions.
The rating affirmations of Genworth Financial, Inc. and Genworth
Holdings, Inc. reflect the ongoing challenges these operating
companies face, and their dependence on dividends from Enact
Holdings, Inc [Nasdaq: ACT] that provide support on debt servicing
obligations.
The following Long-Term IRs have been affirmed with stable
outlooks:
Genworth Holdings, Inc.
- "b+" (Marginal) on $300 million 6.50% senior unsecured notes, due
2034
- "b-" (Marginal) on $600 million fixed/floating rate junior
subordinated notes, due 2066
The following indicative Long-Term IRs have been affirmed with
stable outlooks:
Genworth Holdings, Inc.
- "b+" (Marginal) on senior unsecured debt
- "b" (Marginal) on subordinated debt
- "b-" (Marginal) on preferred stock
Genworth Financial, Inc.
- "b+" (Marginal) on senior unsecured debt
- "b" (Marginal) on subordinated debt
- "b-" (Marginal) on preferred stock
GLOBAL PREMIER: General Unsecureds to Recover 100% in Plan
----------------------------------------------------------
Global Premier Regency Palms Colton, LP, a California limited
Partnership submitted a Disclosure Statement in Support of Debtor's
Amended Chapter 11 Plan of Reorganization.
The Plan provides for payments to creditors through a
reorganization, which may provide for refinancing and/or debt and
equity recapitalization. Under the Plan, General Unsecured
Creditors are expected to receive 100% of the principal amount of
their Allowed Claims. The reorganization of the Debtor will
generate a significantly greater distribution than what would be
realized in a Chapter 7 liquidation.
While the Debtor stores some personal property off site, the
Debtor's primary asset is the Property. Based on an appraisal dated
August 8, 2023, the Property is estimated to have an "as-is –
go-dark" value of $12,800,000; an "as-is – going concern" value
of $22,600,000 for the date June 22, 2023; prospective value at
completion of $30,200,000 for the date June 1, 2024; and
prospective stabilization value of $33,700,000 for the date August
1, 2025.
Unsecured claims will be treated as follows:
Class 5 – Unsecured Non-Tax Priority Claims. Creditor's rights
are unimpaired by this Plan, and thus members of this Class are not
entitled to vote. This Creditor will receive Cash in the full
amount of the Allowed Unsecured Non-Tax Priority Claim on the later
of (i) the Effective Date, and (ii) the tenth (10th) Business Day
after such Non-Tax Priority Claim becomes an Allowed Unsecured
Non-Tax Priority Claim.
Class 6 - Allowed General Unsecured Claims. Creditor's rights
are impaired under the Plan, and thus members of this Class are
entitled to vote. Class 6 members will receive a total of 100%
recovery on account of its Allowed General Unsecured Claim. Each
member of this Class will receive, on an annual basis at the end of
each calendar year, commencing in 2026, its Pro Rata share of the
Distributions as provided for in the Plan Projections, until such
time as each member of this Class receives 100% of its Allowed
Claim. In the event an Orderly Liquidation occurs as a result of
uncured default on obligations due under this Plan, then members of
this Class will receive their Pro Rata share of all monies
remaining after the payment of costs of liquidation and payments to
Classes 1-5.
The Plan will be funded from one or more of the following: (a) cash
that will be generated from the Reorganized Debtor's operations
after the Effective Date; (b) new equity financing in the amount of
up to approximately $1,750,000 may be provided by Debtor's eb-5
limited partners, which funds are currently held in trust for the
benefit of the eb-5 limited partners, plus additional equity may be
provided by third parties, if necessary; (c) any funds remaining
from the DIP Financing approved by this Court; (d) any proceeds
from the prosecution and/or settlement of Causes of Action,
including Avoidance Actions; and (e) proceeds from the sale or
refinancing of the Reorganized Debtor's business or real property.
General Insolvency Counsel for the Debtor:
Garrick A. Hollander, Esq.
WINTHROP GOLUBOW HOLLANDER, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Tel.: (949) 720-4100
Fax: (949) 720-4111
E-mail: ghollander@wghlawyers.com
A copy of the Disclosure Statement dated Dec. 13, 2023, is
available at https://tinyurl.ph/Rgqaj from PacerMonitor.com.
About Global Premier Regency Palms Colton
Global Premier Regency Palms Colton, LP, a limited partnership in
Irvine, Calif., filed its voluntary petition for Chapter 11
protection (Bankr. C.D. Calif. Case No. 23-11271) on June 22, 2023.
The case was transferred from the Santa Ana Division to the
Northern Division on June 26, 2023, and was assigned a new case
number (Case No. 23-10517). Judge Ronald A. Clifford III oversees
the case.
At the time of the filing, the Debtor reported $10 million to $50
million in both assets and liabilities.
Winthrop Golubow Hollander, LLP, serves as the Debtor's legal
counsel.
GMP BORROWER: S&P Affirms 'B-' ICR on Debt Reduction
----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on GMP
Borrower LLC, the owner of a crude oil gathering and transportation
pipeline in Oklahoma and parts of Texas.
At the same time, S&P raised its issue-level rating on its
outstanding $6 million term loan B to 'B+' from 'B-'. S&P's
recovery rating is '1', indicating expectations for very high
recovery (90%-100%; rounded estimate: 95%).
The stable outlook reflects S&P's expectation that the company will
soon address its capital structure maturity, maintain stable
EBITDA, and reduce leverage to 4x in 2024.
GMP Borrower significantly reduced debt and improved leverage in
2023. The rating affirmation follows GMP Borrower's notable
decrease in debt following the repayment of $70 million during
2023. This has effectively reduced its outstanding debt balance to
$176 million as of November 2023. S&P projects that this, in
conjunction with an anticipated EBITDA of $40 million-$45 million,
will lead to a substantial decline in leverage to approximately
4x-4.5x in 2023 and 2024 from 6x in 2022.
Refinancing risk remains a challenge with weighted-average debt
maturity below two years. Specifically, the $40 million debt at
Navigator PH Crossings in due in October 2024 and the $130 million
debt at Navigator Borger Express in July 2025. S&P anticipates the
company will proactively manage these subsidiary-level obligations
before the end of the first quarter of 2024.
Limited operating scale constrains GMP Borrower's credit profile.
The company manages the 280-mile Glass Mountain pipeline system,
with a capacity of 210,000 barrels per day, linking major oil plays
to Cushing, Okla. Additionally, its asset portfolio includes the
Borger Express and Navigator PH Crossings pipelines. Despite
generating EBITDA in the $40 million-$45 million range, S&P
considers the company's scale as modest within the industry,
primarily due to the geographical concentration of its assets in
the South Central Oklahoma Oil Province (SCOOP) and Sooner Trend
Anadarko Canadian Kingfisher (STACK) regions.
The company's revenue streams are relatively concentrated, with a
significant portion coming from a select group of oil exploration
and production customers. Valero and Phillips 66 account for all
revenue from the Navigator PH Crossings and Borger Express
pipelines. Meanwhile, Devon Energy, Citizen Energy, Coterra Energy,
and Paloma Resources contribute the remaining revenue.
Approximately 70%-80% of GMP's volumes are secured via eight- to
10-year, fixed-fee acreage dedication contracts, with the remaining
balance coming from contracts featuring minimum volume commitments.
These contracts play a crucial role in stabilizing GMP's cash flow
amid fluctuating commodity prices and volume risks. However, GMP
revenue recognition is delayed when actual throughput falls below
contracted minimums.
S&P said, "We expect GMP Borrower to generate meaningful free cash
flow. With capital expenditure (capex) forecast to decrease to
about $5 million annually from $75 million in 2022, we expect GMP
will generate $30 million-$35 million in free operating cash flow.
This will bolster the company's financial resilience and
operational capacity.
"The stable outlook reflects our expectation that GMP Borrower's
leverage will decline to 4.5x in 2023 and 4x in 2024 following the
$70 million debt reduction in 2023. We anticipate that the company
will refinance its outstanding $170 million project-level debt in
the first quarter of 2024."
S&P could take a negative rating action if GMP Borrower:
-- Fails to refinance its project-level debt before the end of the
first quarter of 2024; or
-- Does not have sufficient liquidity to repay the debt when it is
due.
Although unlikely during the next 12 months, S&P could take a
positive rating action if GMP Borrower:
-- Addresses its $170 million capital structure maturity;
-- Increases its scale of operations and EBITDA base such that it
is comparable in size with other crude pipeline systems; and
-- Maintains leverage below 5x with adequate liquidity.
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of GMP Borrower. Like
its midstream peers, GMP may face longer-term volume risks related
to reduced drilling or demand due to the transition to renewable
energy sources. Potential crude oil leakage in its system is
another risk factor. Governance factors are also a moderately
negative consideration because we continue to monitor GMP
Borrower's ability to execute its strategy and achieve its
operational and financial goals after emerging from a debt
restructuring."
GOLYAN ENTERPRISES: Court OKs Cash Collateral Access Thru Dec 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Golyan Enterprises LLC to use cash collateral on an
interim basis in accordance with the budget.
Rego Park Lender LLC has an alleged lien on and security interest
in substantially all of Debtor assets as well as a first lien on
the cash collateral.
The Debtor's authorization to use the cash collateral will commence
as of entry of the Interim Order by the Court and terminate upon
the earliest of:
(i) the Extended Termination Date (December 31, 2023);
(ii) entry of a Final Order or a further interim order
granting the Debtor's authorization to use the cash collateral; or
(iii) the occurrence of a Termination Event, which may be
extended with RPL's consent without further order of the Court.
A final hearing on the matter is set for January 16, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=4l9f05
from PacerMonitor.com
About Golyan Enterprises
Golyan Enterprises, LLC owns a residential apartment building
located at 99-44 62nd Ave., Rego Park, N.Y. The property is valued
at $12 million. Golyan Enterprises filed its voluntary petition for
Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-41647) on May
11, 2023, with $12,000,500 in assets and $10,472,736 in
liabilities. Faraidoon Golyan, co-managing member, signed the
petition.
Judge Nancy Hershey Lord oversees the case.
The Law Offices of Avrum J. Rosen, PLLC serves as the Debtor's
bankruptcy counsel.
HARRIS ENERGY: Zero6 Says No Meaningful Progress in Case
--------------------------------------------------------
Zero6 Energy, Inc., f/k/a Juhl Clean Energy Assets, Inc., objects
to Harris Energy Group, Inc., et al.'s Joint Disclosure Statement,
dated Oct. 27, 2023.
This case is entering its ninth month with no end in sight and no
meaningful progress. Zero6 has been patiently waiting for the
Debtors to propose a feasible plan and resolve their disputes with
Mr. Berutti. It has deferred seeking payment of a $250,000
obligation personally guaranteed by Mr. Harris which is now due in
full. Yet, after nine months, the Debtors are in a worse position
than they were when they filed. They have incurred over $100,000
of administrative expenses, required an infusion of $500,000 in DIP
financing, and may be administratively insolvent. Six of the
Debtors' projects require substantial capital improvements or
repairs that, if not timely completed, will result in fines of
between $10,000 to $27,017 per day.
Yet, the Debtors' disclosure statement and plan contain no detail
on how they will complete these improvements or repairs and remain
in compliance with the Federal Energy Regulatory Commission
("FERC") regulations. To make matters worse, the plan proposes
paying creditors at interest rates that are below market rates and
rates required by the Code. With their recent sale motions, the
Debtors now seek to cannibalize their assets in an attempt to
retain control of a business with a record of subpar management
that needs constant capital infusions. In the interests of
creditors and the public, the Court should bring a swift end to the
Debtors' attempts to delay and distract from their insurmountable
problems.
Adequate Information
Zero6 Energy asserts that the Disclosure Statement lack adequate
information:
* The Debtors, Harris Energy Group, Inc.'s ("HEG") former chief
executive officer ("CEO"), Thomas Berutti, and HEG's current CEO,
Bill Harris, have been embroiled in litigation. The litigation
concerns, among other things, Mr. Berutti's termination and
compensation and two non-debtor entities, Sugarloaf Hydro, LLC
("Sugarloaf"), a company that operates a hydroelectric plant, and
RWE Data, LLC ("RWE Data"), a company that operates a Bitcoin
mining company. The Disclosure Statement is silent about the
potential negative impact of the ongoing litigation involving Mr.
Berutti, Mr. Harris, and the Debtors and the possibility that Mr.
Harris and the Debtors may not prevail.
* Similarly, the Disclosure Statement neglects to disclose the
risks of RWE Data's and Sugarloaf's reliance on Bitcoin, an asset
that has experienced tremendous volatility in recent years. Indeed,
the Debtors' September operating report appears to indicate that
Sugarloaf and RWE Data owe the Debtors approximately $900,000.
HEG's balance sheet reflects receivables from related companies of
$837,981, $67,318 owed by Sugarloaf, and $23,401 owed by RWE Data.
The Disclosure Statement does not inform creditors about the
collectability of the intercompany liabilities or the risk posed by
volatility in the cryptocurrency market.
* The Disclosure Statement similarly lacks concrete details
about the Debtors' plans to address significant deficiencies in
facilities owned by UP Hydro, LLC, Flambeau, and Grande Pointe
Power Corporation ("GPPC"). Conspicuously absent are details about
the Debtors' plans and means to make necessary improvements to
comply with FERC requirements and the consequences of
non-compliance: fines of up to $27,017 per day.
* Nor does the Disclosure Statement mention the State of
Michigan's concerns about the danger to public safety posed by UP
Hydro's facilities, which it most recently expressed to FERC in a
letter dated August 14, 2023.
Confirmability of Plan
Zero6 Energy also asserts that the Plan is not confirmable:
* Although the plan impairs almost every class of creditors, it
proposes paying creditors at rates below market and below those
under Till. For instance, the Debtors propose paying Zero6 its
contract rate of interest, which is less than the current prime
rate of 8.25%. Similarly, the Debtors propose paying general
unsecured creditors at a 2.5 percent interest rate, which is below
even the federal judgment rate, currently over five percent.
* Exhibit I to the Disclosure Statement discloses that the
Debtors anticipate only $237,530 per year for repairs and capital
expenditures, which may be insufficient to remedy the problems at
UP Hydro's, Flambeau's, and GPPC's facilities.
* Given the requirement for substantially higher interest rates
on plan payments and the significant, required repairs or capital
improvements, the Debtor's projected cash flow renders the plan
infeasible.
Attorneys for Zero6 Energy, Inc., f/k/a Juhl Clean Energy Assets,
Inc.:
Nicholas Hahn, Esq.
GODFREY & KAHN, S.C.
100 W. Lawrence St.
Appleton, WI 54911
Tel: (920) 830-2800
Fax: (920) 830-3530
E-mail: nhahn@gklaw.com
About Harris Energy Group
Harris Energy Group, Inc., and its affiliates own, operate, and
develop hydroelectric power plants in Wisconsin, Michigan, Iowa,
and Illinois, generating power for sale to public utilities,
governmental agencies, and private power producers. The plants
generate power when water from rivers or lakes flows through the
blades of a turbine. The turbines are connected to a generator that
makes electricity, which is then sold to either the Midcontinent
Independent System Operation or other public entities or private
companies through power purchase agreements.
Harris Energy and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No.
23-21117) on March 16, 2023. In the petition signed by its
chairman, William D. Harris, Harris Energy disclosed up to $50,000
in assets and up to $1 million in liabilities.
Judge Katherine Maloney Perhach oversees the cases.
The Debtors tapped Paul G. Swanson, Esq., at Steinhilber Swanson,
LLP, as legal counsel and MS Financial Services as financial
advisor.
HARRISBURG'S HOMETOWN: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------------
Harrisburg's Hometown Pharmacy, Inc. asks the U.S. Bankruptcy Court
for the Western District of North Carolina, Charlotte Division, for
authority to use cash collateral and provide adequate protection.
The Debtor was formed in 2005 by pharmacist Sherrie M. Everhart and
business partner Penny Jordan. They were 50% shareholders.
The Debtor is in its current financial predicament because payroll
taxes owed to the Internal Revenue Service were not remitted from
approximately 2014-2016 and certain vendors were not paid as well.
Jordan was allegedly responsible for making said payments. The
Debtor sued Jordan on or about March 31, 2020 in Cabarrus County
case number 20-CVS-01152 alleging fraud and breach of fiduciary
duties. The Lawsuit was resolved by entry of a Settlement Agreement
between the Pharmacy and Jordan in December of 2021. As part of the
Settlement Agreement, Jordan transferred all her stock in the
Debtor to Everhart and retained no rights in the Debtor.
For the year ending December 31, 2022, the Pharmacy had approximate
sales of $2.426 million.
To save the Pharmacy and restructure its debt, to save employee
jobs, and to preserve the critically needed services the Debtor
provides in the community, the bankruptcy proceeding was filed.
The Debtor's assets primarily consist of pharmaceutical inventory,
equipment, fixtures, and office furniture.
The Internal Revenue Service is the Debtor's sole secured creditor
based on the following tax liens filed with the Cabarrus County
Clerk of Court: 16 M 42 dated November 8, 2016 in the amount of
$100,686, and 17 M 265 dated March 27, 2017 in the amount of
$123,177.
A search and review of the UCC Financing Statements on record
against the Debtor reveal no current secured claims. The IRS is
allegedly secured by interests in certain property of the Debtor.
The IRS has adequate protection against the diminution in the value
of its prepetition collateral because the use of cash collateral in
the ordinary course of business in itself provides adequate
protection as it preserves the going concern value of the Debtor's
business and the value of the collateral. Further, the Debtor
proposes to provide the IRS with replacement liens in post-petition
assets to the same extent and priority as existed pre-petition, for
all cash collateral actually expended during the duration of the
interim cash collateral Order.
Due to the emergency nature of the relief requested, the Debtor is
not yet prepared to provide evidence as to any potential equity
cushion in the IRS' collateral but reserves the right to do so at a
subsequent hearing and to seek a determination that the IRS is
adequately protected on that basis alone.
A copy of the motion is available at https://urlcurt.com/u?l=x9ozZD
from PacerMonitor.com.
About Harrisburg's Hometown Pharmacy, Inc.
Harrisburg's Hometown Pharmacy, Inc. is a North Carolina
corporation operating as a retail pharmacy in Harrisburg, North
Carolina.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.C. Case No. 23-30884) on December
13, 2023. In the petition signed by Sherrie McDonald Everhart,
president, the Debtor disclosed up to $50,000 in assets and up to
$1 million in liabilities.
Kristen Nardone, Esq., at Nardone Law, PLLC, represents the Debtor
as legal counsel.
HAVRE EAGLES: Ordered to File Amended Disclosures by Dec. 22
------------------------------------------------------------
Havre Eagles Manor filed a Disclosure Statement on Oct. 18, 2023.
The United States Trustee and creditor NCP East, LLC filed an
objection. A hearing on approval of the Disclosure Statement was
held on Dec. 8, 2023.
At the hearing, counsel for Debtor indicated he discussed
additional changes to the Disclosure Statement with the United
States Trustee and Creditor that would resolve their objections.
Judge Benjamin P. Hursh has entered an order denying the Disclosure
Statement of Havre Eagles Manor. The Debtor must file an Amended
Disclosure Statement on or before Dec. 22, 2023.
Any objections to the Amended Disclosure Statement must be filed on
or before Dec. 29, 2023.
The hearing on approval of the Amended Disclosure Statement must be
held on Friday, Jan. 5, 2024, at 9:00 a.m., in the Chief Mountain
Courtroom, 3rd floor, Missouri River Courthouse, 125 Central Avenue
West, Great Falls, Montana.
About Havre Eagles Manor
Havre Eagles Manor is engaged in the business of operating an adult
independent living facility in Havre, Hill County, Montana.
On June 20, 2023, Havre Eagles Manor commenced a voluntary
reorganization proceeding by the filing of a voluntary petition
under Chapter 11 of the United States Bankruptcy Code (Bankr. D.
Mont. Case No. 23-40044).
The Debtor is represented by Gary S. Deschenes, Esq.
HEALTH ALLIANCE: A.M. Best Cuts Fin. Strength Rating to B(Fair)
---------------------------------------------------------------
AM Best has downgraded the Financial Strength Rating to B (Fair)
from B+ (Good) and the Long-Term Issuer Credit Ratings to "bb"
(Fair) from "bbb-" (Good) of Health Alliance Medical Plans, Inc.
and its wholly owned subsidiary, Health Alliance-Midwest, Inc.
Concurrently, these Credit Ratings (ratings) were placed under
review with negative implications. Both companies are domiciled in
Champaign, IL, and collectively are referred to as Health
Alliance.
The ratings reflect Health Alliance's balance sheet strength, which
AM Best assesses as weak, as well as its marginal operating
performance, limited business profile and appropriate enterprise
risk management (ERM). In addition, the ratings consider the
support provided to the organization by its ultimate parent, The
Carle Foundation, as Health Alliance plays an integral role within
The Carle Foundation's integrated health care delivery system.
The rating downgrades are attributed to a 27% decline in capital
and surplus through the third quarter of 2023 from year-end 2022,
along with a projected decrease at year-end 2023 in the level of
risk-adjusted capitalization as measured by Best's Capital Adequacy
Ratio (BCAR). The decline was driven by a higher-than-projected net
loss impacted by continuing higher-than-expected cost and
utilization trends. Losses in the first three quarters of 2023
follow growing underwriting and net losses in 2021 and 2022.
Additionally, the underwriting and net losses reported through the
third quarter of 2023 were greater than AM Best had expected,
leading to concern that the losses may accelerate through the
fourth quarter, similar to 2022.
The placement of these ratings under review with negative
implications reflects AM Best's concerns about the uncertainty
regarding the improvement in Health Alliance's risk-adjusted
capitalization, materially higher-than-expected net losses
projected at year-end 2023 and additional financial support from
the parent, The Carle Foundation. AM Best will monitor the status
of the organization's operating performance and balance sheet
position as the company implements corrective measures.
HO1KB NORTH: Seeks Approval to Hire Blue Slate Accounting
---------------------------------------------------------
HO1KB North LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to employ Blue Slate
Accounting LLC as its accountant.
The firm will render these services:
a. maintaining accurate financial records;
b. filing state and local taxes;
c. filing past-due payroll tax returns;
d. applying for tax benefits, specifically including
Employment Retention Credits;
e. meeting the Debtor's current tax obligations, help reduce
past-due tax liability; and
f. ensuring the continued viability of the Debtor's business.
The firm will charge a flat fee of $1,325 per month for its
services.
Lauri Paxton, EA, founder of Blue Slate, assured the court that her
firms does not represent any interest adverse to the Debtor or the
estate and is a "disinterested person" within the meaning of 11
U.S.C. 101(14).
The firm can be reached through:
Lauri Paxton, EA
Blue Slate Accounting LLC
642 W. New Castle St
Zelienople, PA 16063
Tel: (724) 359-5022
Email: info@blueslateaccounting.com
About HO1KB North LLC
HO1KB North LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
23-22390) on Nov. 6, 2023. The petition was signed by Arthur R
Barbus, manager. The Debtor estimated up to $50,000 in assets and
$500,001 - $1 million in liabilities.
Judge Jeffery A Deller oversees the case.
Lawrence W Willis, Esq. at Willis & Associates represents the
Debtor as counsel.
HOMES AT LAWRENCE: Disposable Income to Fund Plan Payments
----------------------------------------------------------
Homes at Lawrence Homeowners Association, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Plan of
Reorganization under Subchapter V dated December 12, 2023.
The Debtor is a homeowner's association located in Boynton Beach,
Florida. It maintains the needs of its community and collects
monthly fees from the community's homeowners associated with those
needs.
The overwhelming majority of the Debtor's liabilities relate to
attempts to collect past due assessments from the homeowners at a
time when the Association was unaware that its declaration was
expired and thus out of compliance with various regulations and
Florida Statutes.
The Debtor has begun the process necessary to apply to the State of
Florida to revitalize its declaration, collect monthly dues and any
assessments on an ongoing basis and apply its projected disposable
income from future earnings, to provide for quarterly distributions
to its creditors.
As reflected in the Projections, the Debtor anticipates sufficient
projected disposable income to make distributions to general
unsecured creditors. On the Effective Date, the Debtor anticipates
having $13,155.96 in cash, less $7,500.00 in fees to BA, less
$$5,000.00 in fees to Soneet Kapila, Subchapter V Trustee, with
first the quarterly plan payment to be paid 3 months after
Effective Date.
The Projections also demonstrate that the Debtor's projected
disposable income for the three-year plan period will be applied to
make payments under the Plan as described in Section 1191(c)(2)(A)
of the Bankruptcy Code and that the value of the property to be
distributed under the Plan is not less than the projected
disposable income of the Debtor.
The Plan under chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from the Debtor's collection of assessments
from the homeowners.
Class 3 consists of Nonpriority unsecured creditors. The Plan
provides for payment of non-priority unsecured Claims as reflected
in the Projections.
The Debtor estimates revenues will be generated from the Debtor's
collection of assessments on an ongoing basis upon revitalization
of its declaration, as well as levying a special assessment, or
obtaining other methods of funding, if deemed necessary.
A full-text copy of the Plan of Reorganization dated December 12,
2023 is available at https://urlcurt.com/u?l=PDmOqx from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Jeffrey Bast, Esq.
Hayley G. Harrison, Esq.
BAST AMRON LLP
One Southeast Third Avenue, Suite 1400
Miami, FL 33131
Tel: (305) 379-7904
Fax: (305) 379-7905
Email: jbast@bastamron.com
hharrison@bastamron.com
About Homes at Lawrence Homeowners
Association, Inc.
Homes at Lawrence Homeowners Association, Inc., is a homeowner's
association located in Boynton Beach, Florida.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla.
Case No. 23-17333) on September 13, 2023, disclosing under $1
million in both assets and liabilities.
The Debtor is represented by BAST AMRON LLP.
HOWARD INTERVENTION: William Avellone Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 11 appointed William Avellone of
Chartered Management as Subchapter V trustee for Howard
Intervention Center, Inc.
Mr. Avellone will be paid an hourly fee of $375 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 Howard Intervention Center
Howard Intervention Center, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-16312) on December 5, 2023, with $369,399 in assets and
$1,085,759 in liabilities. Cara K. Wilson, president, signed the
petition.
Judge A. Benjamin Goldgar oversees the case.
Gregory K. Stern, Esq., at Gregory K. Stern, P.C. represents the
Debtor as legal counsel.
INNOVATE NURSING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Innovative Nursing Solutions and Hospice Care LLC
1818 Lakefield Court SE
Suite B
Conyers, GA 30013
Business Description: The Debtor is a home health care services
provider.
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-62548
Debtor's Counsel: Angelyn M. Wright, Esq.
THE WRIGHT LAW ALLIANCE, P.C.
1244 Clairmont Road, Suite 222
P.O. Box 3576
Decatur, GA 30031
Tel: (404) 373-9933
Fax: (888) 900-0610
Email: twlopc@earthlink.net
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Phyllis Dove-Edwin,
president/member-manager.
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/RHJ7QCY/Innovative_Nursing_Solutions_and__ganbke-23-62548__0001.0.pdf?mcid=tGE4TAMA
KENNETH THOMPSON: Seeks Cash Collateral Access
----------------------------------------------
Kenneth Thompson, LLC asks the U.S. Bankruptcy Court for the
Southern District of New York, Poughkeepsie Division, for authority
to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to meet the monthly
obligations associated with the operation of its mixed-use
commercial real property, including but not limited to, insurance,
utilities, repairs & maintenance, garbage and landscaping.
At the time of the filing of the petition, the Debtor was an
obligor under a note and security agreement with Keybank National
Association in the approximate amount of $389,585.
The obligation owed to Keybank is collateralized by a first
mortgage lien on the Properties owned by the Debtor. Upon
information and belief, Keybank is an oversecured creditor.
The fair market value of the Debtor's Property far exceeds the
amount owed to Keybank. The Debtor, at the time of the filing of
the petition, was current with its monthly payments to Keybank. The
Debtor is willing to provide for monthly payments in the amount of
$6,642, as and for adequate protection during the period before its
Chapter 11 Plan is confirmed.
A hearing on the matter is set for January 23, 2024 at 9 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=HIi16O
from PacerMonitor.com.
About Kenneth Thompson, LLC
Kenneth Thompson, LLC owns three acre mixed-use (retail) parcel
located at 208 Route 44, Millerton, New York, consisting of a 23K
square foot building, 2 stories (75' x 200')7 rentable spaces
valued at $1.14 million in the aggregate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-36025) on December
13, 2023. In the petition signed by Kenneth Thompson, managing
member, the Debtor disclosed $1,195,989 in assets and $389,584 in
liabilities.
Michelle L. Trier, Esq., at Genova, Malin & Trier, LLP, represents
the Debtor as legal counsel.
KERF INC: Unsecureds Owed $420K to Get 2% in Plan
-------------------------------------------------
Kerf, Inc., submitted a Disclosure Statement, dated Dec. 13, 2023.
General unsecured creditors are classified in Class 3, and will
receive a distribution of approximately 2% of their allowed claims,
to be distributed as follows: each Allowed General Unsecured Claim
shall be paid the balance of all proceeds from the Debtor's
liquidation to the extent there are funds available after payment
of all Secured and Priority Claims as required under the Bankruptcy
Code. The Debtor proposes to make the payments proposed in its Plan
from the liquidation of all assets as well as the collection of any
outstanding receivables that are collectible.
Since the Petition Date, the Debtor has worked with counsel to
prepare its liquidating plan and disclosure statement and to
prosecute this bankruptcy case.
Under the Plan Class 3 General Unsecured Claims total at least
$420,800. The Debtor had $41,089 in funds on-hand on the Petition
Date. The Debtor will satisfy Claims in Class 3 by distributing
funds on-hand at the time of the Claims Bar Date, (4/1/2024), to
Allowed General Unsecured Claims, after satisfying all
Administrative costs and expenses, and after the payment of any
filed priority claims. The Debtor is not aware of any such priority
claims at the time of filing this disclosure statement.
The Debtor expects to pay Allowed General Unsecured Claims in Class
3 that are not disputed no more than a 2% dividend on a pro rata
basis. Class 3 is impaired.
Payments and distributions under the Plan will be funded by the
following: The Debtor intends to sell most of its assets, subject
to prior court approval, to Jeff Abbott, Steven Sanford and Tom
Messina, (the "Employee Buyers"), and to auction off all remaining
assets that can be sold, again, subject to prior court approval, no
later than February 28, 2024. The will pay all net proceeds from
said sale to the SBA within 15 days of the receipt of same, or the
Effective Date of the Plan, whichever date is later. All amounts
remaining of the Debtor's pre-petition cash and deposit accounts
shall, after payment of all Administrative Expenses, be paid to
Allowed General Unsecured Claims in Class 3. After all assets that
are salable have been liquidated and all funds disbursed, the case
shall close. Debtor anticipates that net proceeds from the
liquidation of assets available to satisfy the Class 1A Claim held
by the SBA will be approximately $79,200.00. It is not clear what
amount, if any will be available for payment to Class 3 claims.
In Summary, after collection of all funds the Debtor shall make
distributions of all funds on hand as follows:
1. First, the Debtor will satisfy all outstanding Allowed
Administrative Expense Claims.
2. The Debtor will pay all net proceeds from asset sales to the
SBA in full satisfaction of its Class 1A secured claim.
3. All funds that remain after payment of all outstanding
Allowed Administrative Expense Claims, priority claims and secured
claims, shall be paid to Allowed General Unsecured Claims in Class
3 herein on a Pro Rata basis.
A copy of the Disclosure Statement dated Dec. 13, 2023, is
available at https://tinyurl.ph/QoTZI from PacerMonitor.com.
About Kerf, Inc.
Kerf, Inc., sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-03508) on Dec 1, 2023,
listing under $1 million in both assets and liabilities. The
petition was signed by Lora Dean, representative.
Danny Bradford, Esq., at Bradford Law Offices, represents the
Debtor as counsel.
LOBSTER BOYS: Seeks Cash Collateral Access
------------------------------------------
Lobster Boys LLC and affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York for authority to use the cash
collateral of Toronto Dominion Bank and provide adequate
protection.
The Debtors use cash collateral to pay operating expenses and
general administrative overhead in connection with its ongoing
operations.
The Debtors, Lobsterboys, LLC, Lobsterboys Chicago, LB Logistics
and Lindy (US Debtors) remain indebted to Bank of America under
loan and security documents and agreements in the approximate
amount of $2.4 million.
The Debtors, Lobster SH, Lobsterboys Ltd., L.B. Land Trust,
Lobsterboys DH Realty and 100 Shore Road remain indebted to TD Bank
under certain loan and security documents and agreements in the
approximate amount of $1.550 million. Under the TD Documents, TD
Bank may assert a lien or other interest in some or all of the
Canadian Debtors' cash collateral, resulting from the sales of
Lobsters to customers in Canada and the US.
The Canadian Debtors remain indebted to The Business Development
Bank of Canada under loan and security documents and agreements in
the approximate amount of $2.175 million.
The Debtors believe there are unsecured claims totaling
approximately $1.3 million.
As adequate protection, the Debtors propose to provide TD Bank with
customary protections including interest payments, replacement
liens to the same extent and validity as TD Bank may hold in the TD
Cash Collateral pre-petition and security interests, a super
priority administrative claim but only to the extent of any
diminution in the value of the TD Cash Collateral as may be
determined by the Court, and regular reporting by way of weekly
updates of the Budget reflecting actual vs. projected use of the TD
Cash Collateral.
A copy of the motion is available at https://urlcurt.com/u?l=SelF1A
from PacerMonitor.com.
About Lobster Boys LLC
Lobster Boys LLC is a lobster harvester and distributor. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 23-11986) on December 12, 2023. In the
petition signed by Travis Maderia, member, the Debtor disclosed up
to $500,000 in assets and up to $10 million in liabilities.
Stephen M. Packman, Esq., at Archer & Greiner, PC, represents the
Debtor as legal counsel.
LONG ISLAND CITY: Unsecureds Owed $11K Unimpaired in Plan
---------------------------------------------------------
Long Island City Developers Group, LLC, submitted a First Amended
Disclosure Statement for Plan of Reorganization.
General unsecured creditors are classified in Class 4 and will
receive payment in full on the effective date. Secured creditors
are classified in Class 1, 2 and 3. Classes 1 and 2 will be paid
100% of their allowed claims on the effective date of the Plan.
Class 3 will receive a distribution of all remaining funds after
payment of administrative, priority, and the secured claims in
classes 1 and 2. The deficiency remaining to Class 3 will be paid
by the guarantor outside of the Plan. Any deficiency shall be paid
by Joseph Torres such that the Class 3 secured creditor is paid in
full. Mr. Torres is not receiving a release or discharge of any
debt in connection with the Plan.
The Debtor is a New York limited liability company and was
organized on June 3, 2015. The Debtor owns a 10,000 square foot
commercial building located at 38-24 32nd Street, Long Island City,
New York (the "Property"). The Property currently has two tenants.
On Oct. 31, 2023, the Debtor filed a motion seeking approval of the
sale of the Property to 32nd Realty Associates, LLC for the sum of
$6,612.50 subject to higher and better offers. The hearing on
approval of the sale is scheduled for Jan. 10, 2023 at 11:00 a.m.
On Oct. 31, 2023, the Debtor filed an application to Employ Berger,
Fischoff, Shumer, Wexler & Goodman, LLP as Special Real Estate
Counsel
Under the Plan, Class 4 consists of all general unsecured
creditors, the total amount is $10,997.43. Unsecured creditors will
be paid in full on the effective date from cash on hand. Class 4 is
unimpaired.
The Debtor shall fund the Plan by selling the Property or
refinancing the mortgage. On Oct. 31, 2023, the Debtor filed a
motion seeking approval of the sale of the Property (the "Sale
Motion") to 32nd Realty Associates, LLC for the sum of $6,612.500
subject to higher and better offers. The hearing on approval of the
sale is scheduled for Jan. 10, 2023 at 11:00 a.m. Under the Plan
the Property shall be sold at auction pursuant to the Sale Motion.
Any deficiency owed to Cofane Associates, LLC shall be funded by
Joseph Torres as otherwise agreed between Mr. Torres and Cofane
Associates, LLC. No agreement has been reached as of this date
between Mr. Torres and Cofane Associates, LLC and Mr. Torres has
not identified the source of payments to Cofane Associates, LLC.
The Debtor shall have through Mar. 31, 2023 2024 to close on the
sale of the Property or the Debtor shall file a second sale motion
on shortened time to sell the Property at auction subject to higher
and better offers. The auction shall be held at the Bankruptcy
Court or such other place that is mutually acceptable to the Debtor
and the secured creditors.
The March 31, 2024 deadline may be extended on consent of the
Federal Deposit Insurance Corporation, in its capacity as Receiver
of Signature Bridge Bank, N.A, Cofane Associates, LLC and the
Debtor by Notice of Proposed Stipulation subject to approval of the
Bankruptcy Court.
The Debtor shall have the option at all times to refinance the
Property provided that such refinancing is at an amount sufficient
to pay all creditors in full.
The Debtor's counsel Morrison Tenenbaum PLLC shall be the
disbursing agent (the "Disbursing Agent") under the Plan.
If the Debtor defaults under the Plan after confirmation but prior
to entry of a final decree, the Court shall have the authority to
appoint a plan administrator to implement the Plan or take any
other such other actions authorized by 11 U.S.C. Sec. 1142.
Counsel for Debtor:
Lawrence F. Morrison, Esq.
Brian J. Hufnagel, Esq.
MORRISON TENENBAUM PLLC
87 Walker St., Fl. 2
New York, NY 10013
Tel: (212) 620-0938
Fax: (646)390-5095
A copy of the Disclosure Statement dated Dec. 13, 2023, is
available at https://tinyurl.ph/YBcue from PacerMonitor.com.
About Long Island City Developers Group
Long Island City Developers Group, LLC, is a New York-based company
primarily engaged in renting and leasing real estate properties. It
owns a 10,000-square-foot commercial building located at 38-24 32nd
St., Long Island City, N.Y.
Long Island City Developers Group filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 21-41272) on May 10, 2021, listing as much as $10 million
in both assets and liabilities. Joseph Torres, manager, signed the
petition.
Judge Jil Mazer-Marino oversees the case.
Morrison Tenenbaum, PLLC, serves as the Debtor's legal counsel.
MAGNO LLC: Kenneth Eiler Named Subchapter V Trustee
---------------------------------------------------
The Acting U.S. Trustee for Region 18 appointed Kenneth Eiler as
Subchapter V trustee for Magno, L.L.C.
Mr. Eiler will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Eiler declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kenneth S. Eiler
515 NW Saltzman RD., PMB 810
Portland, OR 97201
Phone: 503-292-6020
Email: kenneth.eiler7@gmail.com
About Magno L.L.C.
Magno, L.L.C. is a company in Portland, Ore., primarily engaged in
renting and leasing real estate properties.
The Debtor filed Chapter 11 petition (Bankr. D. Ore. Case No.
23-32834) on Dec. 6, 2023, with $1 million to $10 million in both
assets and liabilities. Richard S. Humphries, manager, signed the
petition.
Judge Teresa H. Pearson oversees the case.
Tonkon Torp, LLP represents the Debtor as legal counsel.
MAYA J ATX: Seeks to Hire BBG Real Estate Services as Appraiser
---------------------------------------------------------------
Maya J ATX, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ BBG Real Estate Services as
its appraiser.
BBG will prepare an appraisal of 2515 & 2513 San Gabriel Street for
Security State Bank & Trust and 2103 Nueces Street for BridgeCo
Financial.
Fees will be billed at the following rates:
$2,500 for 2013 Nueces Street
$2,500 for 2515 and 2513 San Gabriel
BBG is a disinterested person within the meaning of Sections
101(14) and 327 of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
J.T. Sullivan
BBG Real Estate Services
8343 Douglas Avenue, Suite 700
Dallas, TX 75225
Phone: (214) 739-0700
About Maya J ATX LLC
Maya J ATX LLC was formed as a Texas limited liability company on
March 31, 2022. It owns real estate located at 2513 and 2515 San
Gabriel Street and 2103 Nueces Street.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10737) on September
5, 2023. In the petition signed by Drew Dennett, manager, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Shad Robinson oversees the case.
James Q. Pope, Esq., at The Pope Law Firm, represents the Debtor as
legal counsel.
MEDICAL PROPERTIES: S&P Downgrades ICR to 'B+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Medical
Properties Trust Inc. to 'B+' from 'BB'.
S&P said, "At the same time, we lowered our issue-level rating on
its senior unsecured notes to 'BB-' from 'BB+'. The recovery rating
is '2'.
"The negative outlook reflects significant debt maturities over the
next several years and challenging capital market conditions.
Furthermore, Medical Properties Trust's largest tenant remains
under operational pressure, which could result in unpaid or reduced
rent, constraining cash flow and liquidity.
"Upcoming debt maturities and challenging capital market conditions
pressure our view of the company's liquidity position. While debt
maturities are manageable through 2024, Medical Properties Trust
has $1.38 billion of debt maturing in 2025, $2.99 billion in 2026,
and $1.6 billion in 2027. The 2026 maturities include its $1.8
billion revolving credit facility that matures in June 2026, with
an option to extend for an additional year. As of Sept. 30, 2023,
the revolver was $1.35 billion drawn, limiting the company's
sources of liquidity. Refinancing options are uncertain, and we
expect any new debt to bear materially higher interest rates than
in-place debt." As of Sept. 30, 2023, S&P Global Ratings-adjusted
fixed-charge coverage was 2.6x, a decline from 3.2x a year prior,
and any refinancing efforts would further deteriorate the metric.
The company has continued to invest capital in its tenants and on
acquisitions. Among uses of capital thus far in 2023, Medical
Properties Trust invested $145 million in connection with Steward's
asset-backed credit facility (the company has since sold $105
million of its interest to a global asset manager), advanced $50
million to Steward in connection with a redevelopment project,
agreed to provide up to a $75 million loan to Prospect in
connection with its recapitalization plan (of which $65 million has
been funded), and paid $235 million for acquisitions and other
related investments. Additional capital to support tenants or for
acquisitions could further pressure liquidity.
As of Sept. 30, 2023, S&P Global Ratings-adjusted debt to EBITDA
was 8.8x, an increase from 7.7x a year prior and 8.7x at year-end
2022. While the company has slowed its acquisition volume, revenue
and EBITDA have been constrained by uncollected rent, particularly
from Prospect. Per its own calculations, adjusted net debt to
adjusted annualized EBITDAre was 6.7x as of Sept. 30, 2023. Medical
Properties Trust's stated leverage target is 5x-6x, but it has
frequently exceeded that range in recent years.
The company has indicated that it will explore asset sales and
joint ventures to address upcoming debt maturities. While the
company has been reasonably successful in its disposition efforts
in recent years, it does not come without risks. Transaction
markets have been far more challenged in 2023 as access to capital
for potential buyers has been harder to come by. Furthermore, many
of Medical Properties Trust's transactions must go through
regulatory approval, and several deals were delayed or blocked over
the past few years. This poses heightened risk because the company
may be relying on proceeds from asset sales given near-term debt
maturities and its current sources of liquidity.
Because of its more limited access to capital relative to peers and
indications of poor standing in credit markets, S&P revised its
liquidity assessment to less than adequate from adequate.
Additional signs of stress for Steward present heightened cash flow
risk. Steward did not pay its full September or October rent on
time, and there is risk for a rent restructuring or rent cut that
would impair cash flow. As Steward accounted for 19.9% of
third-quarter 2023 revenues, this could have a material impact on
Medical Properties Trust's cash flow and liquidity. S&P applies a
negative one-notch comparable rating analysis adjustment to reflect
this risk, in addition to refinancing risks with material debt
maturities in 2025 through 2027.
The negative outlook reflects significant debt maturities over the
next several years and challenging capital market conditions.
Furthermore, Medical Properties Trust's largest tenant remains
under operational pressure, which could result in unpaid rent or a
rent cut, impairing cash flow and liquidity.
MICROVISION INC: Reiterates Revenue Guidance, Provides OEM Updates
------------------------------------------------------------------
MicroVision, Inc. reiterated its 2023 revenue guidance and provided
updates on engagement with OEMs.
"As we wrap up a year of strong growth and momentum for
MicroVision, we want to give a brief update to shareholders about
where we are and where we're going," said Sumit Sharma,
MicroVision's chief executive officer. "Consistent with our
previous statement, we expect our 2023 revenue to be near the top
end of the $6.5 - $8.0 million range. Looking ahead, I am excited
about opportunities to ramp revenue from non-automotive markets
through our direct sales channel."
"In addition, on strategic sales, our forward momentum with
multiple potential customers continues, but we are pushing out our
expectations of nomination timing into the first quarter of 2024.
We feel confident in our engagement with OEMs as we are receiving
demand for large orders of samples ahead of nomination," continued
Sharma. "Deep discussions continue as we work through the
commercial terms of these significant and market-changing
partnerships."
About Microvision
Microvision, Inc. -- @ www.microvision.com -- is a global developer
of lidar hardware and software solutions focused primarily on
automotive lidar and advanced driver-assistance systems (ADAS)
markets where the Company can deliver safe mobility at the speed of
life. The Company develops a suite of light detection and ranging,
or lidar, sensors and perception and validation software to the
automotive market for ADAS and autonomous vehicle (AV)
applications, as well as to complementary markets for
non-automotive applications including industrial, robotics and
smart infrastructure.
MicroVision reported a net loss of $53.09 million in 2022, a net
loss of $43.20 million in 2021, a net loss of $13.63 million in
2020, a net loss of $26.48 million in 2019, and a net loss of
$27.25 million in 2018.
MIG EAST: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MIG East, LLC
d/b/a MIG Detroit
d/b/a MIG Construction
d/b/a Michigan Industrial Group
422 W. Congress
Ste. 400
Detroit, MI 48226
Business Description: The Debtor is a general contractor based in
Detroit, Michigan.
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 23-51096
Judge: Hon. Mark A. Randon
Debtor's Counsel: Alexander J. Berry-Santoro, Esq.
MAXWELL DUNN PLC
2937 E. Grand Blvd.
Suite 308
Detroit, MI 48202
Email: aberrysantoro@maxwelldunnlaw.com
Total Assets: $5,442,581
Total Liabilities: $6,281,100
The petition was signed by Mr. Paul Jenkins, Jr. as authorized
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7DED2QQ/MIG_EAST_LLC__miebke-23-51096__0001.0.pdf?mcid=tGE4TAMA
MILKY WAY: Seeks to Hire Modestas Law as Bankruptcy Counsel
-----------------------------------------------------------
Milky Way Equipment LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Saulius
Modestas, Esq. of Modestas Law Offices, P.C. as its bankruptcy
counsel.
The firm will represent the Debtor in matters concerning
negotiation with creditors, preparation of a plan, corporate
restructuring, analysis of claims and potential causes of action
and other assets, and to otherwise represent the Debtor in matters
before the Court.
Mr. Modestas will charge $525 per hour for his services.
Mr. Modestas, founder of Modestas Law, assured the court that he
does not hold or represent an interest adverse to the Estate, and
that he is a disinterested person within the meaning of Sec.
327(a).
The firm can be reached through:
Saulius Modestas, Esq.
Modestas Law Offices, P.C.
401 S. Frontage Rd.
Burr Ridge, IL 60527-7115
Telephone: (312) 251-4460
(630) 323-8300
Facsimile: (312) 277-2586
Email: smodestas@modestaslaw.com
About Milky Way Equipment LLC
Trans Lines, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15633) on November
20, 2023. In the petition signed by Andrius Petkunas, president,
the Debtor disclosed $500,000 to $1 million in assets and $1
million to $10 million in liabilities.
Judge Donald R. Cassling oversees the case.
Saulius Modestas, Esq., at Modestas Law Offices, P.C., represents
the Debtor as legal counsel.
MILLENNIAL BENEFIT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Millennial Benefit Management Corporation
671 NW 119th Street
Miami, FL 33168
Business Description: The Debtors' business was an online pharmacy
that used an online platform to connect
patients, providers and pharmacists
employing medication insights and savings
recommendations. Prior to suspending all
business operations, MBMC dispensed
medicines, over-the-counter products and
wellness supplements and shipped them
nationwide. MBMC offered online insurance
coordination, multi-dose medication
packaging, delivery and management; as
well as real-time pharmacy chat and support
with personalized treatment plans that
consumers could access via a health and
wellness pharmacy dashboard. The Debtors
currently have two employees and one part-
time contractor.
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
District of Delaware
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Millennial Benefit Management Corporation 23-12083
d/b/a GeniusCo.
671 NW 119th Street
Miami, FL 33168
Mailmyprescriptions.com Pharmacy Corporation 23-12084
d/b/a GeniusRx
671 NW 119th Street
Miami, FL 33168
Judge: Hon. Thomas M. Horan
Debtors' Counsel: William E. Chipman, Jr., Esq.
Robert A. Weber, Esq.
Mark D. Olivere, Esq.
CHIPMAN BROWN CICERO & COLE, LLP
Hercules Plaza
1313 North Market Street, Suite 5400
Wilmington, Delaware 19801
Tel: (302) 295-0191
Email: chipman@chipmanbrown.com
weber@chipmanbrown.com
olivere@chipmanbrown.com
Millennial Benefit's
Estimated Assets: $50,000 to $100,000
Millennial Benefit's
Estimated Liabilities: $10 million to $50 million
Mailmyprescriptions.com's
Estimated Assets: $50,000 to $100,000
Mailmyprescriptions.com's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Donovan Chin as chief restructuring
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IIJNHIY/Millennial_Benefit_Management__debke-23-12083__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/IXM7HSA/Mailmyprescriptionscom_Pharmacy__debke-23-12084__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. McKesson Professional $3,193,261
PO Box 100884 Services
Atlanta, GA
30384-0884
2. Script2U Professional $583,801
4971 Southridge Services
Blvd, Suite 115
Memphis, TN 38141
3. HealthWarehouse.com Professional $361,667
7107 Industrial Road Services
Florence, KY 41042
4. Microsoft Professional $256,215
One Microsoft Way Services
Redmond, WA
98052
5. Good Rx Professional $150,000
2701 Olympic Services
Blvd, West Building
Suite 200
Santa Monica, CA 90404
6. Ankur Gupta DBA Professional $112,000
BoltEHR, LLC Services
1668 Pantego Trail
Cary, NC 27519
7. Xcelacore Professional $99,824
810 S Thurlow Street Services
Hinsdale, IL 60521
8. Braze Inc Professional $97,325
330 W 34th Street, Services
18th Floor
New York, NY 10001
9. De Lange Services, Inc. Professional $88,265
8001 Birchwood Services
Court
PO Box 2000
Johnston, IA 50131
10. Genesys Cloud Professional $87,866
Services, Inc. Services
1302 El Camino
Real, Suite 300
Menlo Park, CA 94025
11. Akerman LLP Professional $51,189
P.O. Box 4906 Services
Orlando, FL 32802
12. DocSquad LLC Professional $50,625
8000 Norman Center Services
Drive South, Suite 12
Attn: NeueHealth Accounting
Minneapolis, MN 55437
13. Looker Professional $44,626
1600 Amphitheatre Pkwy Services
Mountain View, CA
94043
14. Modular Office Professional $40,795
Environments, Inc Services
2903 NW 21st Ave
Oakland Park, FL
33311
15. TopRx Professional $36,206
2950 Brother Blvd Services
Memphis, TN 38133
16. Semita Professional $34,800
500 Winderley Services
Place, Suite 226
Maitland, FL 32751
17. Okta (Auth0) Professional $29,460
PO Box 743620 Services
Los Angeles, CA
90074-3620
18. Assouline & Berlowe Professional $16,507
102 SE 2nd Street, Services
Suite 3105
Miami, FL 33131
19. Marcum LLP Professional $13,059
PO Box 95000-2288 Services
Philadelphia, PA
19195-0001
20. Dentons US LLP Professional $9,572
601 S Figueroa Services
Street, Suite 2500
Los Angeles, CA
90017-5704
MMEX RESOURCES: Incurs $435K Net Loss in Second Quarter
-------------------------------------------------------
MMEX Resources Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $434,561 on zero revenue for the three months ended Oct. 31,
2023, compared to a net loss of $508,251 on zero revenue for the
three months ended Oct. 31, 2022.
For the six months ended Oct. 31, 2023, the Company reported a net
loss of $1.62 million on zero revenue compared to a net loss of
$1.37 million on zero revenue for the same period during the prior
year.
As of Oct. 31, 2023, the Company had $1.06 million in total assets,
$4.24 million in total liabilities, and a total stockholders'
deficit of $3.17 million.
MMEX stated, "Since inception, our operations have primarily been
funded through private debt and equity financing, and we expect to
continue to seek additional funding through private or public
equity and debt financing. Our ability to continue as a going
concern is dependent on our ability to generate sufficient cash
from operations to meet our cash needs and/or to raise funds to
finance ongoing operations and repay debt. However, there can be
no assurance that we will be successful in our efforts to raise
additional debt or equity capital or that amounts will be adequate
to meet our needs. These factors, among others, raise substantial
doubt that we will be able to continue as a going concern for a
reasonable period of time."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1440799/000147793223009135/mmex_10q.htm
About MMEX Resources Corporation
Headquartered in Fort Stockton, Texas, MMEX Resources Corporation
was formed as a Nevada corporation in 2005. It is focused on the
development, financing, construction and operation of clean fuels
infrastructure projects powered by renewable energy.
Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated July 17,
2023, citing that the company suffered a net loss for the year
ended April 30, 2023 and had a working capital deficit and a
stockholders' deficit as of April 30, 2022, which raises
substantial doubt about its ability to continue as a going concern.
MOBIQUITY TECHNOLOGIES: No Plans to Proceed With Stock Split
------------------------------------------------------------
Mobiquity Technologies, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the previously announced
Special Meeting of stockholders originally scheduled to take place
on December 14, 2023, has been canceled by the Company. Proxy
statements were previously mailed to seek approval for a
discretionary reverse stock split. However, the Company clarified
that it currently has no intention to proceed with a split of its
common stock.
About Mobiquity Technologies Inc.
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc., is a
next-generation advertising technology, data compliance and
intelligence company which operates through its various proprietary
software platforms. The Company's product solutions are comprised
of three proprietary software platforms: Advertising Technology
Operating System (ATOS Platform); Data Intelligence Platform; and
Publisher Platform for Monetization and Compliance.
The Company reported a net loss of $8.06 million in 2022, compared
to a net loss of $18.33 million in 2021. As of Dec. 31, 2022, the
Company had $2.63 million in total assets, $2.65 million in total
liabilities, and a total stockholders' deficit of $10,830.
Mobiquity's management concluded that there is substantial doubt
about the Company's ability to continue as a going concern within
the next 12 months, the Company disclosed in a Form 10-Q Report
filed with the U.S. Securities and Exchange Commission for the
quarterly period ended September 30, 2023.
MV REALTY: HBA Holders Seeks to Hire Boies Schiller as Counsel
--------------------------------------------------------------
The official committee of home benefits agreement holders of MV
Realty PBC, LLC and its affiliates filed an amended application
seeking approval from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Boies Schiller Flexner LLP as its
counsel.
The firm will render these services:
a. provide the Committee legal advice with respect to its
powers and duties in the Case;
b. assist the Committee in its consultations with the Debtor
or trustee appointed under section 1104(a)(1) concerning the
administration of the Case;
c. assist the Committee's investigation of the acts, conduct,
assets, liabilities, and financial condition of the Debtor, the
operation of the Debtor's business and the desirability of the
continuance of such business; and any other matter relevant to the
Case or to the formulation of a plan;
d. assist the Committee in its participation in the
formulation of a plan of reorganization or liquidation;
e. assist the Committee in evaluating and possibly requesting
the appointment of a trustee or examiner; and
f. perform such other legal services for the Committee as may
be necessary and proper and in the interests of HBA Claimants.
The current hourly rates at Boies Schiller for partners range from
$890 to $2,110. The current hourly rates for the associate
attorneys who will work on this case range from $670 to $890.
Boies Schiller neither holds nor represents any interest adverse to
the Debtor and is a "disinterested person" within the scope and
meaning of section 101(14) of the Bankruptcy Code, according to
court filings.
The firm can be reached through:
Benjamin Waisbren, Esq.
Boies Schiller Flexner LLP
401 East Las Olas Boulevard, Suite 1200
Fort Lauderdale, FL 33301
Phone: 954 356 0011
Fax: (954) 356-0022
Email: bwaisbren@bsfllp.com
About MV Realty PBC
MV Realty PBC, LLC, is a real estate brokerage firm based in Boca
Raton, Fla.
MV Realty and its affiliates filed Chapter 11 petitions (Bankr.
S.D. Fla. Lead Case No. 23-17590) on Sept. 22, 2023. In the
petitions signed by Antony Mitchell, authorized party, MV Realty
disclosed $10 million to $50 million in assets and $50 million to
$100 million in liabilities.
Judge Erik P. Kimball oversees the cases.
The Debtors tapped Seese, PA as bankruptcy counsel; Young Moore and
Henderson, PA as local counsel; and Carpenter Lipps LLP and
Frascona Joiner Goodman and Greenstein PC as special litigation
counsel.
MWK FARMCO:Creditors Ask Court to Deny Prima Wawona Lender Cash Use
-------------------------------------------------------------------
The official committee of unsecured creditors for Prima Wawona is
urging a Delaware bankruptcy judge to deny stone fruit producer MVK
FarmCo, LLC, final approval to continue using lender cash, saying
the company should first set out a budget covering administrative
expenses and wind-down claims.
Over the last several weeks the Committee's professionals have had
conversations and negotiation sessions with advisors to both the
Debtors and the Prepetition Secured Parties in an attempt to
resolve the Committee's concerns and objections to the Cash
Collateral Motion.
The Committee filed this objection to reserve its rights in the
event that the Committee's concerns cannot be consensually resolved
with the Debtors and the Prepetition Secured Parties prior to the
final hearing.
The Committee objects to entry of an order granting the Cash
Collateral Motion on a final basis, for the following five
reasons:
a. Prior to the entry of a Final Order, the Debtors must
propose a revised budget and a wind-down budget that together
provide for payment in full of all allowed administrative expenses
(including adequate funding for the Committee to fulfill its
fiduciary duties).
b. The Final Order must remove any restrictions on the estates'
rights under sections 506(c) and 552(b) of the Bankruptcy Code.
The primary purpose of these Chapter 11 Cases is to preserve and
maximize the value of the Prepetition Secured Parties’ alleged
collateral. Particularly where they are advancing no new money, the
Prepetition Secured Parties must bear the corresponding burden of
ensuring all administrative expenses incurred by the estate in
preserving and liquidating their alleged collateral are paid in
full.
c. The Committee must be afforded a reasonable opportunity to
investigate and prosecute Challenges.
d. The Prepetition Secured Parties should not be granted liens
on or superpriority claims payable from previously unencumbered
property, including avoidance actions, estate causes of action, or
any proceeds thereof.
e. The Carve Out must be modified to ensure equitable treatment
among estate professionals.
About MVK FarmCo
MVK FarmCo, LLC and its affiliates -- https://prima.com/ -- are
providers of stone fruit, operating an integrated network of farms,
ranches and packaging facilities. Founded in 1999 and
headquartered in Fresno, Calif., the Debtors cultivate
approximately 18,000 acres of land nestled throughout the San
Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc. as claims and noticing agent. AP Services, LLC,
provides interim management and restructuring support services to
the Debtors.
NANO MAGIC: CFO Issued Option to Purchase 160K Common Shares
------------------------------------------------------------
Leandro Vera, chief financial officer of Nano Magic Inc., disclosed
in a Form 3 Report filed with the Securities and Exchange
Commission that on May 30, 2023, he was issued (i) an option by the
Company to purchase 100,000 shares of the Company's common stock at
an exercise price equal to $0.65 per share, exercisable from May
30, 2023, to May 30, 2027; and (ii) an option to purchase
additional 60,000 shares of the Company's common stock at an
exercise price equal to $0.65 per share, with an exercisable
expiration date of May 30, 2027.
A full-text copy of the regulatory filing is available at:
https://www.sec.gov/Archives/edgar/data/891417/000149315223044178/xslF345X02/ownership.xml
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.
The Company disclosed in a Form 10-Q Report filed with the
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.
Nano Magic's management could not provide assurance that the
Company will ultimately achieve profitable operations, become cash
flow positive or raise additional capital.
NEW HORIZON RE: Hires Orville & McDonald Law as Bankruptcy Counsel
------------------------------------------------------------------
New Horizon RE, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of New York to employ Orville & McDonald
Law, P.C. as its bankruptcy counsel.
The firm will provide these services:
(a) give advice regarding the powers and duties of the Debtor
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 its 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 secured creditors to enforce liens
upon the Debtor's property;
(d) represent the Debtor in any proceedings which may be
instituted in this court by creditors or other parties during this
proceeding;
(e) prepare legal papers; and
(f) perform all other legal services for the Debtor.
The firm will be paid at these hourly rates:
Peter A. Orville $350
Zachary D. McDonald $250
Non-lawyer Staff $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also requires a retainer in the amount of $6,262.
Peter Orville, Esq., an attorney at Orville & McDonald Law,
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:
Peter A. Orville, Esq.
ORVILLE & MCDONALD LAW, PC
30 Riverside Dr.
Binghamton, NY 13905
Telephone: (607) 770-1007
About New Horizon RE
New Horizon RE, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60667) on Sept.
11, 2023, with $500,001 to $1 million in both assets and
liabilities.
Judge Patrick G. Radel oversees the case.
Peter Alan Orville, Esq., at Orville & Mcdonald Law, PC represents
the Debtor as legal counsel.
NOVABAY PHARMACEUTICALS: Extends CEO's Contract for One Year
------------------------------------------------------------
NovaBay Pharmaceuticals, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that the Company and Justin
M. Hall, the chief executive officer and general counsel of the
Company, executed a Second Amendment to Mr. Hall's Executive
Employment Agreement, dated Jan. 31, 2020, as amended by the First
Amendment to Executive Employment Agreement, effective as of Dec.
31, 2021, to further extend the term of his employment, which
expires on Dec. 31, 2023, to provide for a term ending Dec. 31,
2024 (unless terminated earlier in accordance with the terms of the
Employment Agreement).
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com-- develops and sells scientifically
created and clinically proven eyecare and skincare products.
NovaBay's leading product, Avenova Antimicrobial Lid & Lash
Solution, is often prescribed by eyecare professionals for
blepharitis and dry-eye disease and is also available directly to
eyecare consumers through online distribution channels such as
Amazon. DERMAdoctor offers more than 30 OTC
dermatologist-developed skincare products through the DERMAdoctor
website, well-known traditional and digital beauty retailers, and
international distributors. NovaBay also manufactures and sells
effective, yet gentle and non-irritating wound care products.
Novabay reported a net loss of $10.61 million for the year ended
Dec. 31, 2022, a net loss and comprehensive loss of $5.82 million
for the year ended Dec. 31, 2021, a net loss and comprehensive loss
of $11.04 million for the year ended Dec. 31, 2020, a net loss and
comprehensive loss of $9.66 million for the year ended Dec. 31,
2019, and a net loss and comprehensive loss of $6.54 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2023, the Company
had $12.85 million in total assets, $5.81 million in total
liabilities, and $7.04 million in total stockholders' equity.
San Francisco California-based WithumSmith+Brown, PC, the Company's
auditor since 2010, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has a history
of recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.
NOVAN INC: Unsecureds Owed $9M to $27M to Get 1% to 20% in Plan
---------------------------------------------------------------
NVN Liquidation, Inc., et al. f/k/a Novan, Inc., submitted a
Combined Disclosure Statement and Chapter 11 Plan of Liquidation.
NVN Liquidation, Inc. (f/k/a Novan, Inc.) and EPI Health, LLC, the
debtors and debtors in possession in these chapter 11 cases propose
the following combined Disclosure Statement and Plan for the
liquidation of the Debtors' remaining assets and distribution of
the proceeds of the Estates' assets to the Holders of Allowed
Claims against the Debtors as set forth herein. Each Debtor is a
proponent of the Plan within the meaning of section 1129 of the
Bankruptcy Code.
The Debtors filed the chapter 11 cases in order to pursue a sale of
all or substantially all of their assets with the goal of
maximizing the recovery for their estates and creditors. Prior to
the Petition Date, the Debtors and Ligand negotiated the $15
million DIP Financing Facility (with $3 million as part of the
Bridge Loan to fund the Debtors into bankruptcy with an additional
$12 million to fund the Chapter 11 Cases postpetition) as well as a
"stalking horse" asset purchase agreement, whereby Ligand agreed to
credit bid the DIP Financing Facility in exchange for substantially
all of the Debtors' assets. Using Ligand's bid (the "Stalking Horse
Bid") as a floor, the Debtors and Raymond James marketed the
Debtors' assets, seeking to solicit and secure the highest and best
offers to maximize recoveries for the stakeholders of the Estates.
To that end, on the Petition Date, the Debtors filed the Sale
Motion.
In the Sale Motion, the Debtors set forth the proposed process (the
"Bidding Procedures") by which the Debtors would solicit bids and
run an auction (the "Auction") for the sale of substantially all of
the Debtors' assets. The proposed Bidding Procedures set the
Stalking Horse Bid as the floor for the Debtors assets, but
permitted the assets to be sold in two separate lots consisting of
(1) the Debtors' research and development portfolio, including
SB206, which were defined in the Bidding Procedures as the "R&D
Assets," and (2) the Debtors' commercial portfolio, which were
defined in the Bidding Procedures as the "Commercial Assets." The
Sale Motion also provided that any sale of the R&D Assets would be
required to include the assumption and assignment of a royalty
agreement by and between the Debtors and Ligand as well as limited
bid protections in exchange for Ligand being willing to act as the
Stalking Horse Bidder for the sale of the Debtors' assets.
After the filing of the Sale Motion, the Debtors, with the
assistance of the Creditors' Committee, continued to negotiate with
Ligand to revise certain of the Bidding Procedures to ensure that
the approved Bidding Procedures were properly tuned to maximize the
value received by the estates for the sale of the Debtors' assets
while also properly compensating Ligand for being the Stalking
Horse Bidder as well as agreeing to be the Debtors' postpetition
lender.
On August 15, 2023, the Bankruptcy Court entered the Order (I)(A)
Approving Bidding Procedures for Sale of Substantially All of
Debtors' Assets Free and Clear of Liens, Claims, Interests, and
Encumbrances and Designating Ligand Pharmaceuticals as a Stalking
Horse Bidder, (B) Scheduling an Auction and Approving the Form and
Manner of Notice Thereof, (C) Approving Assumption and Assignment
Procedures and (D) Scheduling a Sale Hearing and Approving the Form
and Manner of Notice Thereof, and (II) Granting Related Relief (the
"Bidding Procedures Order"). The Bidding Procedures Order included
a number of concessions secured by the Debtors and the Creditors'
Committee that improved the Bidding Procedures and helped to
maximize the value received by the estates for the sale of the
Debtors' assets.
Pursuant to the Bidding Procedures Order, and in addition to
Ligand's Stalking Horse Bid, Mayne submitted a bid for a portion of
the Debtors' Commercial Assets—Rhofade—and the Debtors
determined that such bid was a Qualified Bid as set forth in the
Bidding Procedures Order. No other bids were received and Ligand
declined to overbid Mayne for the Commercial Assets related to
Rhofade. Thus, the result of the sale process was (a) Ligand
purchasing the entirety of the R&D Assets as well as the Commercial
Assets related to Sitavig for a purchase price of $12,150,000 (USD)
plus the payment of any contractual cure amounts related to Sitavig
and (b) Mayne purchasing the Commercial Assets related to Rhofade
for a purchase price of $8,000,000 plus the plus the payment of any
contractual cure amounts related to Rhofade. The Commercial Assets
related to Minolira and Cloderm have not yet been sold.
On September 12, 2023, the Bankruptcy Court entered the Ligand Sale
Order and the Mayne Sale Order. By September 27, 2023, both sales
approved by the Sale Orders had closed. In connection with the
closing of the Sales, the DIP Financing Facility was paid in full.
Under the Allocation Settlement provided for in Section 9.2 of this
Plan, proceeds from the sale of the R&D Assets will be allocated to
the NVN Recovery and proceeds from the sale of the Commercial
Assets will be allocated to the EPI Recovery, after paying the DIP
Financing Facility in full and certain other expenses related to
the Sales.
After the closing of the sale of the Commercial Assets related to
Rhofade to Mayne, a creditor of the Debtor, Aclaris Therapeutics,
Inc. ("Aclaris"), filed a notice of appeal of the Mayne Sale Order
to the United States District Court for the District of Delaware,
alleging that the Bankruptcy Court erred in entering the Mayne Sale
Order permitting the sale free and clear of certain of Aclaris's
alleged rights in Rhofade (the "Aclaris Appeal"). The Debtors
believe that this appeal is without merit and is, among other
things, entirely foreclosed by operation of section 363(m) of the
Bankruptcy Code.
Following the sale of substantially all of the Debtors' assets to
the Purchasers, the Debtors are focused principally on winding down
their business and preserving Cash held in the Estates. The
Debtors' Retained Assets currently consist of proceeds of the Sales
after the payment of the DIP Financing Facility and various
administrative expenses, the Bay View Settlement Amount, certain
accounts receivable (including the EPI AR Causes of Action to the
extent any accounts receivable remain outstanding as of the
Effective Date), all other Retained Causes of Action, and all
assets related to Minolira and Cloderm, if not sold or abandoned by
the Debtors prior to the Effective Date (and, if sold, the proceeds
of such sale(s) would also be Retained Assets). This Plan provides
for the Debtors' Retained Assets to be distributed to Holders of
Allowed Claims in accordance with the terms of the Plan.
Unsecured claims will be treated as follows:
Class 3: NVN Unsecured Claims total $9,000,000-$12,000,000 and
will recover 1%-2% of their claims. If Class 3 accepts this Plan
(i.e., 66 2/3% in claim amount and majority in number), each Holder
of an Allowed NVN Unsecured Claim shall receive either: (A) its Pro
Rata share of the NVN Recovery; or (B) such other treatment which
the Debtors (with the consent of the Committee) or the Liquidating
Trustee, as applicable, and the Holder of such Allowed NVN
Unsecured Claim have agreed upon in writing. If Class 3 does not
vote to accept the Plan, Class 3 will receive no Distribution on
account of their Class 3 Claims. Class 3 is impaired.
"NVN Recovery" means the amount allocated to the Holders of General
Unsecured Claim against NVN from the Retained Assets after the
payment of all Allowed Administrative Claims, Fee Claims, Tax
Claims, Other Secured Claims and Other
Priority Claims in accordance with the Allocation Settlement.
Class 4: EPI Unsecured Claims total $24,000,000-$ 27,000,000 and
will recover 15%-20% of their claims. Each Holder of an Allowed EPI
Unsecured Claim shall receive either: (A) its Pro Rata share of the
EPI Recovery; or (B) such other treatment which the Debtors (with
the consent of the Committee) or the Liquidating Trustee, as
applicable, and the Holder of such Allowed EPI Unsecured Claim have
agreed upon in writing. Class 4 is impaired.
"EPI Recovery" means the amount allocated to the Holders of General
Unsecured Claim against EPI from the Retained Assets after the
payment of all Allowed Administrative Claims, Fee Claims, Tax
Claims, Other Secured Claims and Other Priority Claims in
accordance with the Allocation Settlement.
The Plan implements a structure by which Holders of Allowed General
Unsecured Claims against NVN and Holders of Allowed General
Unsecured Claims against EPI each receive a ratable share of the
Retained Assets attributable to NVN or EPI, respectively, pursuant
to a settlement between the NVN and EPI Estates that takes into
account the proceeds received from the Sales of the assets of NVN
and EPI after apportioning and deducting the fees and expenses
attributable to NVN, EPI or both. This allocation of the Retained
Assets is the source of the NVN Recovery for the Holders of Allowed
NVN Unsecured Claims, and the EPI Recovery for the Holders of
Allowed EPI Unsecured Claims. The Allocation Settlement also
resolves the Intercompany Claim of EPI against NVN to enable the
Holders of Allowed General Unsecured Claims against NVN to receive
a distribution while providing the Holders of Allowed General
Unsecured Claims against EPI to receive some benefit from the
Intercompany Claim of EPI against NVN.
The Debtors and the Committee worked cooperatively to determine
this Allocation Settlement, using the following methodology:
1. In the first step, the Debtors and the Committee divided the
Retained Assets among NVN and EPI, including Cash, as follows:
* Other than Retained Causes of Action of NVN, which are
discussed separately below, those Retained Assets attributable to
NVN consist of cash held in Novan's bank accounts as of the
Petition Date along with the proceeds from the sale of all or
substantially all of Novan's R&D Assets to Ligand pursuant to the
Ligand Sale Order.
* Other than Retained Causes of Action of NVN, which are
discussed separately below, those Retained Assets attributable to
EPI consist of: (i) the proceeds from the sale of the Rhofade
Commercial Assets to Mayne pursuant to the Mayne Sale Order; (ii)
the proceeds from the sale of the Sitavig Commercial Assets to
Ligand pursuant to the Ligand Sale Order; (iii) the proceeds of the
prepetition sales of EPI pharmaceuticals collected as part of the
Bay View Factoring Settlement; and (iv) the proceeds of the EPI AR
Causes of Action collected, or to be collected, which also
represent prepetition sales of EPI pharmaceuticals as well as any
other Retained Causes of Action attributable to EPI.
2. In the second step, the Debtors and the Committee allocated
the costs of the Allowed Administrative Claims, Fee Claims, Tax
Claims, Other Secured Claims and Other Priority Claims between NVN
and EPI that: (a) have been paid during the course of the
bankruptcy cases (referred to as the "Cost Allocation (estimated
through 11/10)") and (b) are estimated to be paid on or prior to
the Effective Date (referred to as the "Cost Allocation (estimated
post 11/10, admin and priority)" in the chart below) as follows:
* Professional fees and U.S. Trustee fees were generally
split evenly between the entities because each of the Debtors
relied on such professionals to administer the Chapter 11 Cases.
* Vendor payments, critical vendor and cure payments, and
employee administrative expenses were largely attributable to
Novan, as many of those expenditures were for entities that
provided services directly for the benefit of Novan prior to and
during the bankruptcy cases, although some were attributable to
EPI. Given that Novan continued as an operating unit during the
bankruptcy while EPI was mothballed, the Debtors were able to
provide a reasonable estimate concerning these expenditures and
determine they could be applied to Novan or EPI, as appropriate.
* Banker fees related to the Sales were allocated in
accordance with each Sale's respective flow of funds and fees
related to the DIP financing were split 80%/20% between Novan and
EPI to account for the respective credit bid values assigned to
those assets prior to the Sales.
3. The Debtors then subtracted the Retained Assets attributable
to each respective Debtor by the allocated cost to each respective
Debtor to determine an estimated recovery available for Holders of
Allowed Unsecured Claims in Classes 3 and 4. Because both Debtors
benefited from certain expenditures and because not all allocated
costs have been actually paid to date, this allocation methodology
is not exact.
4. As can be seen in the chart below, because of the amount of
the expenses attributable to NVN, a strict allocation of costs
would appear to leave little to no Retained Assets being available
to fund the NVN Recovery. This is before taking into account the
Intercompany Claim of EPI against NVN, which is listed in an amount
of $9,570,302.60 on the Debtors' Schedules. However, as this
estimate includes both projected future administrative and priority
expenses, and is based upon an allocation that could be readjusted
in NVN's favor, the Debtors and the Committee have worked to create
this Allocation Settlement and implement it through this Plan,
which provides a guaranteed recovery to Holders of Allowed Class 3
NVN Unsecured Claims.
5. The above chart reflects the steps referenced above in coming
to the Allocation Settlement. To avoid uncertainty and to guarantee
that Holders of Allowed Class 3 Claims will share in at least some
recovery, EPI will contribute $200,000 to the NVN Recovery and the
Intercompany Claim of EPI against NVN, in an amount of
$9,570,302.60, will not participate in distributions from the NVN
Recovery, leaving the EPI Recovery at approximately $5,050,000.
This distribution to Holders of Allowed Class 3 Claims will be
available only if Class 3 votes to accept the Plan.
6. Additionally, in partial recovery to EPI based upon the
Intercompany Claim of EPI against NVN, EPI (and the EPI Recovery)
shall share pro rata (50%-50%) with NVN (and the NVN Recovery) in
the net proceeds of any recovery on any Retained Causes of Action
that are NVN assets, including the EPI Acquisition Cause of Action,
50%/50% until the Intercompany Claim of EPI against NVN is
satisfied.
The Debtors and the Committee believe the contribution and sharing
arrangement proposed in the Allocation Settlement reflects a fair
division of the assets of the Estates and represents a fair
distribution as to costs of these Chapter 11 Cases between the two
entities.
Furthermore, as part of the claims reconciliation process, the
Liquidating Trustee will reconcile: (i) the Class 3 NVN Unsecured
Claims,7 after which the Liquidating Trustee will make a
distribution of the NVN Recovery to Holders of Allowed Class 3 NVN
Unsecured Claims; and (ii) the Class 4 EPI Unsecured Claims, after
which the Liquidating Trustee will make a distribution of the EPI
Recovery to Holders of Allowed Class 4 EPI Unsecured Claims.
These recoveries are subject to change prior to the Effective Date.
Such recovery may also be diminished after the Effective Date by
Administrative Claims, Tax Claims, Other Secured Claims and Other
Priority Claims that are not Allowed as of the Effective Date but
are subsequently Allowed. These recoveries could also be impacted
if any of the Retained Causes of Action, including but not limited
to the EPI AR Causes of Action, do not yield the expected
recoveries to EPI.
Counsel to the Debtors and Debtors in Possession:
Derek C. Abbott, Esq.
Daniel B. Butz, Esq.
Tamara K. Mann, Esq.
Scott D. Jones, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 Market St., 16th Fl.
Wilmington, DE 19801
Tel: (302) 658-9200
Fax: (302) 658-3989
E-mail: dabbott@morrisnichols.com
dbutz@morrisnichols.com
vtmann@morrisnichols.com
sjones@morrisnichols.com
A copy of the a Combined Disclosure Statement and Chapter 11 Plan
of Liquidation dated Dec. 13, 2023, is available at
https://tinyurl.ph/Jeaaj from PacerMonitor.com.
About Novan, Inc.
Based in Durham, N.C., Novan, Inc., (Nasdaq: NOVN), now known as
NVN Liquidation, Inc., is a clinical development-stage
biotechnology company focused on leveraging nitric oxide's
naturally occurring anti-viral, anti-bacterial, anti-fungal and
immunomodulatory mechanisms of action to treat a range of diseases
with significant unmet needs. Nitric oxide plays a vital role in
the natural immune system response against microbial pathogens and
is a critical regulator of inflammation.
Novan Inc. and affiliate, EPI Health, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-10937) on July 17, 2023.
As of March 31, 2023, Novan disclosed $79,793,000 in assets against
$7,922,000 in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as
bankruptcy counsel; Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, LLP as special counsel; Sierra Constellation Partners,
LLC as financial advisor; and Raymond James and Associates as
investment banker. Kurtzman Carson Consultants, LLC is the claims
agent.
On July 28, 2023, the U.S. Trustee for Regions 3 and 9 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Goodwin Procter, LLP as bankruptcy
counsel; Womble Bond Dickinson (US) LLP as co-counsel; and Dundon
Advisers, LLC as financial advisor.
On October 16, 2023, the Bankruptcy Court approved the change of
Novan Inc.'s corporate name to NVN Liquidation Inc.
ODYSSEY PREPARATORY: S&P Affirms 'BB-' Long-Term Debt Rating
------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from positive and
affirmed its 'BB-' long-term rating on the Arizona Industrial
Development Authority's series 2017A, 2017B, and 2019 education
facility revenue and refunding bonds, issued on behalf of Odyssey
Preparatory Academy (Odyssey).
"The outlook revision reflects our view of the school's weak
maximum annual debt service coverage, driven by break-even
operations in fiscal 2023 and projected deficit operations in
fiscal 2024," said S&P Global Ratings credit analyst Mikayla Mahan.
Successive management transitions at the chief financial officer
level and an increasingly competitive operating environment in
Maricopa County also support the return to stable outlook.
S&P said, "We could consider a negative rating action should the
school's demand metrics continue to soften, causing lease-adjusted
maximum annual debt service (MADS) coverage to fall below 1x for a
prolonged period. Though currently not expected, we would view
large drawdowns of cash or further debt issuance negatively, given
the school's highly leveraged balance sheet.
"We could consider a positive rating action if the school
demonstrates a trend of surplus operations while sustaining
lease-adjusted MADS coverage and liquidity at levels commensurate
with those of higher-rated peers. The school would also need to
stabilize its enrollment."
PARTNERS IN TECH: Salvatore LaMonica Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq.,
at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for
Partners In Tech Services, INC.
Mr. LaMonica will be paid an hourly fee of $675 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. LaMonica declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Salvatore LaMonica, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Phone: 516-826-6500
Email: sl@lhmlawfirm.com
About Partners In Tech
Partners In Tech Services, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-74484) on Nov. 29, 2023, with up to $50,000 in assets and
$1,000,001 to $10 million in liabilities.
Judge Alan S. Trust oversees the case.
Randall S. D. Jacobs, Esq., at Randall S. D. Jacobs, PLLC
represents the Debtor as legal counsel.
PEARL BAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Pearl Bay, LLC
21701 Stevens Creek Blvd., #2610
Cupertino, CA 95014
Chapter 11 Petition Date: December 18, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-30858
Judge: Hon. Dennis Montali
Debtor's Counsel: Paul Manasian, Esq.
1510 65th St, Emeryville CA 94608
Tel: 415-730-3419
Email: manasian@mrlawsf.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bethany Liou as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Q6SSRRI/Pearl_Bay_LLC__canbke-23-30858__0001.0.pdf?mcid=tGE4TAMA
PECF USS III: Moody's Lowers CFR to 'Caa2', Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded to Caa2 from Caa1 the
corporate family rating of PECF USS Intermediate Holding III
Corporation (dba "United Site Services" or "USS"), a national
provider of portable sanitation units and related services
offerings throughout the US. Moody's also downgraded the company's
probability of default rating to Caa2-PD from Caa1-PD, its senior
secured rating (including an approximately $2 billion senior
secured first lien term loan and $100 million senior secured first
lien revolving credit facility) to Caa1 from B3, and its $550
million senior unsecured notes rating to Ca from Caa3. The outlook
is stable.
The downgrades reflect USS' very high financial leverage, interest
coverage as measured by EBITA to interest that Moody's expects will
remain below 0.5x in 2024, weakened liquidity and significant
underperformance relative to Moody's prior expectations. Without a
material improvement in earnings, Moody's believes the high
interest burden will make it increasingly challenging for the
company to generate free cash flow to pay down debt to reduce
financial leverage. Through the first nine months of 2023, USS drew
down on its unrated $220 million asset-based lending revolving
credit facility expiring 2026 ("ABL"), and rated revolver to help
pay interest costs in light of higher interest rates. The
downgrades also reflect Moody's concern that the company's capital
structure will become increasingly unsustainable unless USS is able
to organically grow revenue, achieve targeted cost savings and
generate free cash flow in 2024, raising the risk of a default
event such as a distressed debt exchange or bankruptcy filing.
Governance risk considerations were a key driver of the rating
action. Moody's considers the company's financial policies
aggressive, featuring a tolerance for very high debt leverage and
negative cash flow. As a result, Moody's changed the governance
Issuer Profile Score to G-5 from G-4 and the ESG credit impact
score to CIS-5 from CIS-4.
RATINGS RATIONALE
USS' Caa2 CFR reflects the company's very highly leveraged debt
capital structure (debt-to-EBITDA leverage was about 12x as of LTM
September 30, 2023), low interest coverage and Moody's anticipation
for limited or negative cash flow over the next 12 to 18 months
given the company's track record of negative cash flow for 2022 and
the first nine months of 2023. The Caa2 CFR also reflects USS'
challenging operating environment, its moderate revenue scale with
concentration in the highly cyclical residential and commercial
construction end markets, and aggressive growth strategies
including debt-funded acquisitions. Given the company's significant
debt load, its debt-to-EBITDA is likely to remain above 10x over
the next 12 months.
All financial metrics cited reflect Moody's standard adjustments.
The rating favorably considers USS' leading market position within
the fragmented portable sanitation and related site service
solutions markets and its offering of a highly essential and
critical service to its customers. With 181 acquisitions completed
since inception, USS has built the industry's largest
coast-to-coast footprint that allows for scale and scope benefits,
more consistent service levels and serving national accounts. The
company has long-standing relationships with its customers, as
indicated by high customer retention rates and the ability to pass
regular price increases. USS competes through building a reputation
for high service quality and achieving efficiency through its large
scale relative to its competitors.
As of September 30, 2023, debt capital consists of a $220 million
ABL expiring 2026 (unrated), a $20 million ($13.8 million
outstanding) equipment financing facility (unrated), $8.4 million
($1.1 million outstanding) supplier finance agreements (unrated), a
$2.0 billion ($1.965 billion outstanding) senior secured first lien
term loan due 2028, a $100 million senior secured first lien
revolving credit facility expiring 2026, $550 million of 8% senior
unsecured notes due 2029, and a substitute insurance collateral
facility agreement that provides up to $44.2 million letters of
credit.
The Caa1 senior secured first lien credit facility (revolver and
term loan) ratings are one notch above the company's Caa2 CFR,
reflecting their contractual subordination to the ABL and priority
claim relative to the senior unsecured notes. The secured debt
(other than the ABL) is secured on a first-priority basis by liens
on the fixed asset collateral and by the stock of the company's
domestic subsidiaries, and on a second-priority basis by liens on
assets securing the company's ABL. The ABL is considered senior to
the rated secured debt due to its first priority claim on the most
liquid current US assets of the company. An increase in the
proportion of senior secured first lien to total debt claims could
result in a downgrade of the senior secured first lien ratings.
The Ca senior unsecured notes rating is two notches below the Caa2
CFR, resulting from their effective subordination to the company's
considerable amount of secured debt.
Moody's projects USS will maintain adequate liquidity over the next
12 to 15 months. While cash flow may remain under pressure in 2024
due to anticipated high interest costs, the company's liquidity
will be supported by modest balance sheet cash and some
availability under the company's $220 million ABL and $100 million
revolver. For 2024, USS may remain challenged to generate free cash
flow. However, if USS grows revenue, achieves identified cost
savings and maintains a similar level of capital spending
consistent with the first 9 months of 2023, USS may generate some
free cash flow.
As of September 30, 2023, the company had $140 million and $39
million of outstanding loans under the ABL and revolver,
respectively. As of September 30, 2023, combined availability under
the ABL and revolver was around $87 million, net of $44.2 million
letters of credit and accrued interest. In addition, the company
has access to a $200 million equity line from its sponsor, raised
as part of the 2021 LBO to be used for acquisitions and general
corporate purposes, which remains unfunded and available upon
demand. Moody's expects that current liquidity sources are
sufficient to cover required annual term loan amortization of
approximately $20 million, paid quarterly.
There are no financial maintenance covenants under the secured
credit facilities (ABL, revolver and term loan). The ABL revolver
has a springing 1x minimum fixed charge coverage covenant if excess
availability falls below the greater of 10% of the aggregate
commitments, or $22 million. The cash revolver has a springing
first lien net leverage covenant of 8.3x if the revolver is more
than 40% drawn. Moody's does not expect either of the covenants to
be tested but believes there will be only a modest cushion within
the covenants if they were to be tested based on Moody's projected
earnings levels for the next 12-15 months.
The stable outlook reflects USS' adequate liquidity profile and
lack of material near-term debt maturities, which afford the
company time to execute on its organic revenue growth and cost
savings initiatives.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if revenue growth is sustained and
operational initiatives result in profit margin expansion. USS
would also need to improve its cash flow and greatly reduce
financial leverage.
The ratings could be downgraded if USS' profitability is weaker
than anticipated, or Moody's expects cash flow will remain negative
beyond the next 12 months and liquidity deteriorates further,
increasing the risk of a default or lowering Moody's expectations
for recovery at default.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Westborough, MA and controlled by affiliates of
Platinum Equity, LLC, USS is a provider of portable sanitation
units, temporary fencing, storage containers and temporary electric
equipment serving the construction, commercial and industrial,
special event, government agency and other end markets. Moody's
projects the company's annual revenue to approach $1.1 billion at
the end of 2023.
PHUNWARE INC: Closes $2.8 Million Public Offering
-------------------------------------------------
Phunware, Inc. announced that it closed its previously announced
public offering of approximately 46.7 million shares of common
stock (or pre-funded warrants in lieu thereof) at a price of $0.06
per share. All of the shares of common stock (and pre-funded
warrants in lieu thereof) were offered by Phunware pursuant to an
effective shelf registration statement on Form S-3 (File No.
333-262461).
Roth Capital Partners served as sole placement agent for the
offering on a reasonable best-efforts basis.
The gross proceeds from the offering, before deducting the
placement agent's fees and other offering expenses payable by
Phunware, were approximately $2.8 million. Phunware intends to use
the net proceeds from the sale of shares of common stock (or
pre-funded warrants in lieu thereof) for working capital and other
general corporate purposes, including expansion of its product
initiatives, such as monetizing its patent portfolio, PhunCoin and
PhunToken. Phunware may also fund strategic opportunities that may
present themselves from time to time but does not have any pending
opportunities at this time.
The Registration Statement relating to, among other things, the
shares of common stock, the pre-funded warrants and the shares of
common stock underlying the pre-funded warrants issued in the
proposed offering was filed with the Securities and Exchange
Commission on Feb. 1, 2022, and declared effective by the SEC on
Feb. 9, 2022. Copies of the preliminary and final prospectus
supplement and accompanying base prospectus may be obtained from
Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport
Beach, CA 92660, (800) 678-9147 or by accessing the SEC's website,
www.sec.gov.
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 Sept. 30, 2023, the Company had
$27,810,000 in total assets and $21,255,000 in total liabilities.
The Company disclosed in a Form 10-Q Report 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 the financial statements.
POLO TRANS: Seeks to Hire Tang & Associates as Legal Counsel
------------------------------------------------------------
Polo Trans, Inc., seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Tang & Associates as its
legal counsel.
The Debtor requires legal counsel to:
(a) Advise the Debtor on matters relating to the
administration of its estate, and on the Debtor's rights and
remedies about the estate's assets and the claims of secured and
unsecured creditors;
(b) Appear for, prosecute, defend, and represent the Debtor's
interest in suits arising in or related to the Debtor's Chapter 11
case, including any adversary proceeding against the Debtor;
(c) Assist in the preparation of bankruptcy schedules and
legal papers; and
(d) Represent the Debtor in any adversary proceeding to
recover assets of the bankruptcy estate.
The hourly rates charged by the firm's attorney and paralegal are
as follows:
Kevin Tang. Esq. Attorney $400 per hour
Judith Valenzuela Paralegal $200 per hour
In addition, the firm will seek reimbursement for work-related
expenses incurred.
Mr. Tang disclosed in a court filing that he and the staff at Tang
& Associates are "disinterested persons" pursuant to Section
101(14) of the Bankruptcy Code.
Tang & Associates can be reached at:
Kevin Tang, Esq.
Tang & Associates
17011 Beach Blvd., Ste. 900
Huntington Beach, CA 92647
Phone: (714) 594-7022
Fax: (714) 594-7024
Email: kevin@tang-associates.com
About Polo Trans
Polo Trans, Inc. filed Chapter 11 petition (Bankr. C.D. Cal. Case
No. 23-15274) on Nov. 10, 2023, with up to $1 million in both
assets and liabilities. Shamsher Singh, owner, signed the
petition.
Judge Mark Houle oversees the case.
Kevin Tang, Esq., at Tang & Associates, is the Debtor's legal
counsel.
PRIME CORE: UST Opposes Expansion of Debtor Releases in Plan
------------------------------------------------------------
The U.S. Trustee's Office took issue with crypto tech company Prime
Core Technologies' Chapter 11 plan, claiming it includes an
exculpation provision which purports to cover non-fiduciary
employees of the Debtors, third party non-estate fiduciaries, and
post-effective date entities.
Andrew R. Vara, the United States Trustee for Regions 3 and 9, said
he also objects to the recently-proposed expansion of the "Debtor
Release" to include the Released Employees because (a) the costs of
these releases to the estates have not been quantified such that
parties in interest may fully evaluate them, (b) the reasons set
forth for the releases do not pass muster under applicable law, and
(c) the expansion represents a material change to the Plan such
that parties in interest should receive more than one week notice
before the deadline to object.
On Nov. 28, 2023, the Debtors filed an Amended Plan and a
Supplemental Disclosure Statement. The Amended Plan contained
significant changes to the debtor releases, primarily the addition
of rank-and-file employees to parties receiving partial releases
through the addition of the Released Employees provision.
The Plan now proposes to release Released Employees for any
preference exposure and limit any recovery for Non-Released D&O
Claims to proceeds from available insurance policies. Reasons put
forth for the Revised Releases is that the recipients agreed to
stay on past November 14, 2023, and "are critical to the successful
winding up of the Debtors' business arms, the preservation of
critical data (some, as required by applicable law), and the
general preservation of, and transfer to, the Plan Administrator
and Creditors' Litigation Trustee, of the Debtors' books and
records, which is critical to their post-Effective Date efforts."
"The effect on the res of the estate from the addition of the
Released Employees provision has not been quantified. The number
and identity of the Released Employees was not filed with the Court
until Dec. 9, 2023, under seal. Until disclosures are made in
regards to the Revised Releases' effect on the estates, and parties
in interest have had time to review such disclosures, the Plan
should not be confirmed," the U.S. Trustee said.
About Prime Core
Prime Core Technologies, Inc., was founded in 2016 by Scott Purcell
as a trust and custodial services company with respect to fiat
currency and other more traditional assets, with its primary
product being college savings trusts. Following the emergence and
exponential growth of the blockchain and cryptocurrency industry,
the Company recalibrated its focus away from providing more
traditional fiat currency custodial services and towards providing
custodial services for cryptocurrency and other digital assets.
Eventually, the Company emerged as a market leader, providing a
unique bundle of products and services that remain unparalleled in
the industry.
Prime Core Technologies, Inc., and three of its affiliates sought
Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No.
23-11161) on Aug. 16, 2023. The petitions were signed by Jor Law
as interim chief executive officer. The Hon. J. Kate Stickle
presides over the Debtors' cases.
The Debtors listed $50 million to $100 million in estimated assets
and $100 million to $500 million estimated liabilities.
McDermott Will & Emery LLP serves as counsel to the Debtors. The
Debtors' financial advisor is M3 Advisory Partners, LP; their
investment banker is Galaxy Digital Partners LLC; and their claims
and noticing agent is Stretto.
PROFESSIONAL DIVERSITY: Cosmic Forward Hikes Equity Stake to 24%
----------------------------------------------------------------
Professional Diversity Network, Inc. disclosed in a Form 8-K filed
with the Securities and Exchange Commission that on Dec. 10, 2023,
it entered into a stock purchase agreement with Cosmic Forward
Limited, an existing stockholder of the Company, in connection with
the purchase by CFL of 122,670 shares of common stock of the
Company at a price of approximately $1.63 per share (representing a
20% discount of the 5-day moving average price of the common stock
immediately prior to the execution date) for aggregate gross
proceeds of $200,000.
The proceeds will be used for general working capital purposes.
The closing of the transaction took place on Dec. 11, 2023.
Immediately prior the transaction, CFL owned beneficially and of
record approximately 23% of the total outstanding shares of the
Company's common stock, and immediately after the transaction such
ownership percentage is increased to approximately 24%.
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse professionals. The Company operates subsidiaries in the
United States including National Association of professional Women
(NAPW) and its brand, International Association of Women (IAW),
which is one of the largest, most recognized networking
organizations of professional women in the country, spanning more
than 200 industries and professions. Through an online platform
and its relationship recruitment affinity groups, the Company
provides its employer clients a means to identify and acquire
diverse talent and assist them with their efforts to comply with
the Equal Employment Opportunity Office of Federal Contract
Compliance Program.
Professional Diversity reported a net loss attributable to the
company of $2.60 million for the year ended Dec. 31, 2022, compared
to a net loss attributable to the company of $2.75 million for the
year ended Dec. 31, 2021. As of Sept. 30, 2023, Professional
Diversity has $6,578,196 total assets and $4,441,488 total
liabilities.
Oak Brook, Illinois-based Sasetti LLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has incurred recurring
operating losses, has a significant accumulated deficit, and will
need to raise additional funds to meet its obligations and the
costs of its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
PROTECH FIRE: Disclosures Hearing Delayed to Feb. 22
----------------------------------------------------
Judge Eduardo V. Rodriguez has entered an order that the electronic
hearing to consider the approval of the disclosure statement of
debtor Protech Fire & Security, LLC, is continued and will be held
at the United States Courthouse, Houston Division, on Feb. 22,
2024, at 3:00 p.m., (Central Standard Time).
For parties who wish to appear in person, the hearing will be held
at the United States Bankruptcy Court, 1701 W. Business Hwy 83,
10th Floor Courtroom, McAllen, TX 78501.
About ProTech Fire & Security
ProTech Fire & Security, LLC, installs, monitors and maintains fire
and security alarms, surveillance systems, access control, voice
and data solutions, bi-directional antenna BDA and a host of other
ancillary products and services for general contractors,
architects, property managers and end users in Texas.
ProTech Fire & Security sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-31839) on May
19, 2023, with $453,929 in assets and $1,896,142 in liabilities.
Garrett Steiger, president, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
The Debtor tapped Julie M. Koenig, Esq., at Cooper & Scully, PC as
legal counsel and German & Cohn, PC as accountant.
PURE BIOSCIENCE: Posts $735K Net Loss in First Quarter
------------------------------------------------------
PURE Bioscience, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $735,000 on $722,000 of total revenue for the three months ended
Oct. 31, 2023, compared to a net loss of $993,000 on $471,000 of
total revenue for the three months ended Oct. 31, 2022.
As of Oct. 31, 2023, the Company had $2.25 million in total assets,
$2.63 million in total liabilities, and a total stockholders'
deficiency of $383,000.
PURE Bioscience stated, "Our history of recurring operating losses,
and negative cash flows from operating activities give rise to
substantial doubt regarding our ability to continue as a going
concern. The Company's independent registered public accounting
firm, in its report on the Company's consolidated financial
statements for the year ended July 31, 2023, has also expressed
substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result from our possible
inability to continue as a going concern.
"Our future capital requirements depend on numerous forward-looking
factors. These factors may include, but are not limited to, the
following: the acceptance of, and demand for, our products; our
success and the success of our partners in selling our products;
our success and the success of our partners in obtaining regulatory
approvals to sell our products; the costs of further developing our
existing products and technologies; the extent to which we invest
in new product and technology development; and the costs associated
with the continued operation, and any future growth, of our
business. The outcome of these and other forward-looking factors
will substantially affect our liquidity and capital resources.
"Until we can continually generate positive cash flow from
operations, we will need to continue to fund our operations with
the proceeds of offerings of our equity and debt securities.
However, we cannot ensure that additional financing will be
available when needed or that, if available, financing will be
obtained on terms favorable to us or to our stockholders. If we
raise additional funds from the issuance of equity securities,
substantial dilution to our existing stockholders would likely
result. If we raise additional funds by incurring debt financing,
the terms of the debt may involve significant cash payment
obligations as well as covenants and specific financial ratios that
may restrict our ability to operate our business."
Management Comments
Robert Bartlett, chief executive officer, said, "As indicated by
our Q1 revenue our sales initiatives are beginning to pay off. Our
product revenue increased $251,000 against the first quarter of the
prior year and over $100,000 compared with Q4 of our last fiscal
year. As the world begins to look for alternatives to traditional
toxic chemistries, more are turning to PURE's innovative
solutions," concluded Bartlett.
Tim Steffensmeier, vice president of Sales, said, "Our efficacy and
unique safety profile is opening doors across the food processing
industry as the go-to final step for killing resistant bacteria.
The Company's unique regulatory approvals and application
technology allows food processing plants to use our chemistry in
the production process as an effective intervention step, in
addition to routine and periodic cleaning. We view this as a
competitive advantage that further differentiates our solution
versus the status quo. Customer focus, team experience and
leveraging new application technology, as well as trade show
attendance and targeted marketing have heightened our brand
awareness and solutions within the food safety industry. Doors that
were once closed are now opening," concluded Steffensmeier.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1006028/000149315223044859/form10-q.htm
About PURE Bioscience Inc.
PURE Bioscience, Inc. -- www.purebio.com -- is focused on
developing and commercializing its proprietary antimicrobial
products primarily in the food safety arena. The Company provides
solutions to combat the health and environmental challenges of
pathogen and hygienic control. Its technology platform is based on
patented, stabilized ionic silver, and its initial products contain
silver dihydrogen citrate, better known as SDC. PURE is
headquartered in Rancho Cucamonga, California (San Bernardino
metropolitan area).
Los Angeles, California-based Weinberg and Company, P.A., the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated Oct. 30, 2023, citing that the
Company has suffered recurring losses from operations and negative
cash flows from operating activities that raise substantial doubt
about its ability to continue as a going concern.
QUICK TUBE: Unsecureds Will Get 18.14% of Claims over 5 Years
-------------------------------------------------------------
Quick Tube Systems, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas a Plan of Reorganization dated
December 12, 2023.
The Debtor started operations in January 2016. Quick Tube manages
and operates a pneumatic tube system installation and equipment
business.
Quick Tube elected to file a chapter 11 reorganization as the best
means to resolve the current liabilities of the company and
determine the secured portions of those creditors.
The Debtor is currently owned 83.20% by Raymond Epps, who is the
managing member. He will remain managing member and retain their
83.20% ownership interests going forward.
The Debtor will continue operating its business. The Debtor's Plan
will break the existing claims into six classes of Claimants. These
claimants will receive cash repayments over a period of time
beginning on or after the Effective Date.
Class 4 consists of General Unsecured Claims. All allowed unsecured
creditors shall receive a pro rata distribution at zero percent per
annum over the next 5 years beginning not later than the 1st day of
the next calendar month following 30 days after the effective date
of the plan and continuing every year thereafter. Creditors shall
receive either monthly, or quarterly disbursements based on the
projection distributions of each 12-month period.
Debtor will distribute up to $667,000.00 to the general allowed
unsecured creditor pool over the 5-year term of the plan, includes
the under-secured claim portions. The Debtor's General Allowed
Unsecured Claimants will receive 18.14% of their allowed claims
under this plan. These payments may be made monthly or quarterly
but at the very minimum Class 4 claimants shall receive the yearly
distribution of one-fifth their payment amount each year. The
allowed unsecured claims total $3,733,070.
Class 5 consists of Equity Interest Holders (Current Owners). The
current owners will receive no payments under the Plan; however,
they will be allowed to retain ownership in the Debtor. Class 5
Claimants are not impaired under the Plan.
The Debtor anticipates the continued operations of the business to
fund the Plan.
Debtor's Counsel:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
A. Zachary Casas, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
joshua.gordon@lanelaw.com
zach.casas@lanelaw.com
About Quick Tube Systems
Quick Tube Systems, Inc., is a provider of physical security,
electronic security, customized drive-up service, and delivery
systems. Its products include pneumatic delivery systems, indoor &
outdoor kiosks, deal drawers & drive through windows, electronic &
mechanical locks, security storage, cash management security, video
surveillance, security entrance control & access control, alarm
panels & alarm monitoring, biometric access control, intercom audio
& video systems, and directional LED signs.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33570) on Sept. 15,
2023. In the petition signed by Ray Epps, CEO, the Debtor
disclosed $2,395,188 in assets and $3,383,980 in liabilities.
Judge Jeffrey P Norman oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
RDX TECHNOLOGIES: Court Approves Disclosure Statement
-----------------------------------------------------
Judge Paul Sala has entered an order approving the Disclosure
Statement explaining the Plan of RDX Technologies Corporation.
The Court will consider whether to confirm the Plan at a hearing on
Jan. 23, 2024 at 1:30 p.m.
Any party desiring to object to confirmation of the Plan must file
and serve a written objection by Jan. 16, 2024, which date is seven
days before the initial confirmation hearing.
Any creditor desiring to vote for or against confirmation of the
Plan must complete and sign the Ballot. To be timely, a completed
Ballot must be delivered to the Debtor by Jan. 18, 2024 (which is
at least five business days before the initial Plan confirmation
hearing).
If a party objects to confirmation of the Plan, the hearing on Plan
Confirmation set for Jan. 23, 2024 at 1:30 p.m. will be treated as
status hearing only.
About RDX Technologies Corporation
RDX Technologies Corporation, d/b/a Ridgeline Energy Services
(USA), Inc., filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01373) on
March 6, 2023. The petition was signed by Anthony Ker, director and
CEO. At the time of filing, the Debtor estimated $100,000 to
$500,000 in assets and $10 million to $50 million in liabilities.
Judge Madeleine C. Wanslee oversees the case.
Scott R. Goldberg, Esq., at MOYES SELLERS & HENDRICKS LTD., serves
as the Debtor's counsel.
REFRESH2O WATER: Jan. 25 Disclosure Statement Hearing Set
---------------------------------------------------------
Judge Henry W. Van Eck has entered an order that the hearing to
consider approval of the disclosure statement of debtor Refresh2O
Water Systems, Inc., d/b/a Refresh2O Water Systems, dba RefreshH2O
Water Systems, Inc., will be held at: Sylvia H. Rambo US
Courthouse, Bankruptcy Courtroom 4B, 1501 N. 6th St, Harrisburg, PA
17102 on Jan. 25, 2024 at 09:30 AM.
Jan. 17, 2024 is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Refresh2O Water Systems
Refresh2O Water Systems, Inc. is in the business of in-home water
treatment sales, installation and service.
Refresh2O Water Systems sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00327) on Feb.
15, 2023, with up to $50,000 in assets and up to $500,000 in
liabilities. Farley Lavonne Ferguson, president of Refresh2O Water
Systems, signed the petition.
Judge Henry W. Van Eck oversees the case.
Gary J. Imblum, Esq., at Imblum Law Offices PC, is the Debtor's
legal counsel.
ROYALE ENERGY: All Three Proposals Passed at Annual Meeting
-----------------------------------------------------------
Royale Energy, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that during the 2023 Annual
Meeting of Stockholders, the Company's stockholders:
1. elected Johnny Jordan, Jonathan Gregory, John Sullivan, Jeff
Kerns, Stephen Hosmer, and Chris Parada as directors;
2. ratified the appointment of Horne LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2023; and
3. approved, on an advisory basis, the Company's executive
compensation.
About Royale
El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is
an independent exploration and production company based in San
Diego, California, focused on the acquisition, development, and
marketing of oil and natural gas. The Company has its primary
operations in California's Los Angeles Basin and Texas's Permian
Basin.
Royale Energy reported a net loss of $145,594 for the year ended
Dec. 31, 2022, compared to a net loss of $3.60 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $11.78
million in total assets, $21.30 million in total liabilities,
$23.61 million in mezzanine equity, and a total stockholders'
deficit of $33.14 million.
Ridgeland, Mississippi-based HORNE LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
May 19, 2023, citing that the Company has suffered recurring losses
from operations and its total liabilities exceed its total assets.
This raises substantial doubt about the Company's ability to
continue as a going concern.
RST BRANDS: Sold as Going-Concern to Surya
------------------------------------------
Outdoor furniture company RST Brands has sold as a going-concern to
Surya, the global household furnishings brand, in the latest
turnaround by Tiger Group's Advisory Services division.
"This strategic purchase will enable Surya to gain market share and
strengthen its capabilities in outdoor furnishings," said Surya
President Satya Tiwari. "Combining the strengths of both companies
will enable us to accelerate our mission to become the most
comprehensive resource for home furnishings for every lifestyle."
Salt Lake City-based RST Brands sells directly to consumers as well
as through popular sales channels that have included Wayfair, The
Home Depot, Costco, Sam's Club, Target, Lowe's, Overstock and
Amazon.
"Like many other furniture sellers, RST Brands encountered
record-high container costs and whipsawing consumer demand as the
pandemic started to subside," said Tiger Advisory Services division
leader and Executive Managing Director Ryan Davis, who served as
interim CEO during the turnaround.
"Tiger had faith in RST Brands' long-term future," Mr. Davis
noted.
"When determining which opportunities to pursue, Tiger looks for
hidden gems that have tremendous value in their existing
businesses," he explained. "RST Brands boasted an amazing team and
unique, in-demand product, with an outstanding reputation for
customer service."
Surya's excellent leadership team also recognized RST Brands'
intrinsic value, Mr. Davis said. "We're excited about this
turnaround and that RST Brands was able to find its forever home."
RUSS NOYES ROOFING: 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 Russ Noyes
Roofing, Inc.
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 Russ Noyes Roofing
Russ Noyes Roofing Inc., doing business as Rhino Roofing Inc., is a
roofing contractor in Orlando, Fla., offering professional
installation, repair, and maintenance of roofs for homes.
Russ Noyes Roofing filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05063) on Dec.
1, 2023, with total assets of $183,919 and total liabilities of
$2,563,619. Russell Leonard Noyes, president, signed the petition.
Judge Tiffany P. Geyer oversees the case.
The Debtor is represented by Jeffrey Ainsworth, Esq., at BransonLaw
PLLC.
SAL ATX: Seeks Approval to Hire BBG Real Estate as Appraiser
------------------------------------------------------------
SAL ATX LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to employ BBG Real Estate Services as its
appraiser.
BBG will appraise the value of Debtor's real property
BBG will charge a flat fee of $2,500.
BBG is a disinterested person within the meaning of Sections
101(14) and 327 of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
J.T. Sullivan
BBG Real Estate Services
8343 Douglas Avenue, Suite 700
Dallas, TX 75225
Phone: (214) 739-0700
About SAL ATX
SAL ATX is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
SAL ATX LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10736) on
Sep. 5, 2023. The petition was signed by Drew Dennet as manager. At
the time of filing, the Debtor estimated $1 million to $10 million
in both assets and liabilities.
Judge Shad Robinson presides over the case.
James Q. Pope, Esq. at THE POPE LAW FIRM serves as the Debtor's
counsel.
SHORT FORK FARMS: Lender Seeks to Prohibit Cash Collateral Access
-----------------------------------------------------------------
Guaranty Bank & Trust Company asks the U.S. Bankruptcy Court for
the Northern District of Mississippi to prohibit Short Fork Farms,
LLC from using cash collateral.
On June 18, 2021, Short Fork Development, LLC, also a Debtor under
Chapter 11 in the Court, Case No. 23-13360, executed a promissory
note to and in favor of GBT in the original principal amount of
$8.3 million due and payable on June 15, 2023.
Short Fork Farms unconditionally guaranteed payment of the Short
Fork Development Note.
Payment of the Short Fork Development Note was also secured, inter
alia¸ by a deed of trust executed by Short Fork Development to
Cousie Giglio, Trustee, GBT beneficiary, pursuant to which Short
Fork Development granted GBT a first lien on a commercial
subdivision development in Hernando, Desoto County, Mississippi.
GBT perfected its security interest by filing a UCC-1 with the
Mississippi Secretary of State.
On August 9, 2022, GBT issued an Irrevocable Standby Letter of
Credit in favor of the Desoto County Board of Supervisors on behalf
of the Short Fork Development in the amount of $51,000.
To secure Short Fork Development's obligations to GBT of its
obligations to honor the Short Fork Development Letter of Credit
One, Short Fork Development executed a promissory note on October
10, 2021, in favor of GBT in the amount of $51,000. The Short Fork
Development LOC One Note was modified to extend the maturity date
to October 21, 2026.
The obligations under the Short Fork Letter of Credit One and the
Short Fork Development LOC One Note are further secured by the
pledge of a CD in the amount of $51,000 to GBT.
On August 9, 2022, GBT issued an Irrevocable Standby Letter of
Credit in favor of the Desoto County Board of Supervisors on behalf
of the Short Fork Development in the amount of $367,000.
To secure Short Fork Development's obligations to GBT of its
obligation to honor the Short Fork Development Letter of Credit
Two, Short Fork Development executed a promissory note on August 3,
2022 in favor of GBT in the amount of $367,000.
The obligations under the Short Fork Letter of Credit Two and Short
Fork Development LOC Two Note are further secured by the pledge of
a CD in the amount of $254,080 to GBT.
Short Fork Farms's guaranty also covers this indebtedness.
On March 21, 2022, Hendrix Farming, G. Burke Hendrix, Jr. and Guy
B. Hendrix Sr. executed a promissory note to and in favor of GBT in
the original principal amount of $1.257 million payable on March
20, 2025. Short Fork Farms guaranteed payment of the Hendrix
Farming Note. The Hendrix Note was secured by the Hendrix Farming
Deed of Trust.
Short Fork Farms has sold their crops produced during the 2022 crop
season to Staplcotn and, upon information and belief, Short Fork
Farms has not yet been fully paid from the sale of the 2022 crops.
Proceeds generated from the sale of the 2022 crops constitute GBT's
cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=Uan1ps
from PacerMonitor.com.
About Short Fork Farms LLC
Short Fork Farms LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13661) on November
30, 2023. In the petition signed by Guy Hendrix, member the Debtor
disclosed up to $50,000 in both assets and liabilities.
Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC,
represents the Debtor as legal counsel.
SORRENTO THERAPEUTICS: Court Approves Confirms Liquidating Plan
---------------------------------------------------------------
Judge Christopher Lopez has entered an order confirming the Plan
and approving the Disclosure Statement on a final basis of debtor
Sorrento Therapeutics, Inc., et al.
The Debtors have demonstrated that the Plan complies with Section
1129(b) of the Bankruptcy Code. The Plan does not discriminate
unfairly with respect to the treatment of Class 6 (Sorrento Equity
Interests) or, to the extent applicable, Class 4 (Intercompany
Claims) (which may potentially be Impaired with no recovery and
thus deemed to reject). The Plan's treatment of Class 6 is proper
because it is the only class of Equity Interests held by
non-Debtors and is not similarly situated to any other Classes
given its distinctly different legal character. To the extent
applicable, the Plan's treatment of Class 4 is proper because it is
the only class of Intercompany Claims and is not similarly situated
to any other Classes given its distinctly different legal
character.
The Plan is "fair and equitable" with respect to Class 6 (and Class
4, to the extent applicable) because the Plan complies with the
"absolute priority" rule of Section 1129(b)(2)(C) because (i) there
are no Classes junior to Class 6 (or Class 4, to the extent
applicable) that will receive or retain any property under the Plan
and (ii) no Holders of Claims in any Classes senior to Class 6 (or
Class 4, to the extent applicable) will be paid more than 100% of
their Allowed Claims. Accordingly, the Plan does not discriminate
unfairly with respect to, and is fair and equitable with respect
to, Class 6 (and Class 4, to the extent applicable)—thus
satisfying the requirements of Bankruptcy Code section 1129(b).
Plan of Liquidation
Sorrento Therapeutics, Inc., et al., filed a Modified Joint Plan of
Liquidation.
Under the Plan, Class 3 General Unsecured Claims are impaired. each
Holder of an Allowed General Unsecured Claim will receive its Pro
Rata share of the Liquidation Trust Recovery.
"Liquidation Trust Recovery" means the distribution available to
Holders of Allowed Claims from the Liquidation Trust Assets, all as
set forth in and pursuant to the Liquidation Trust Agreement and
the terms herein; provided that after Allowed Claims have been paid
in full in Cash, any remaining Liquidation Trust Assets shall be
distributed to Holders of Allowed Equity Interests.
On the Effective Date, the Debtors shall make distributions in
accordance with the Plan to Holders of Allowed Administrative
Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims,
and Allowed Other Secured Claims that are due and payable as of the
Effective Date using Cash on hand. Upon completion of such
Distributions, on the Effective Date, the Debtors shall transfer to
the Liquidation Trust any remaining Cash (if any), the Liquidation
Trust Causes of Action, and all other Liquidation Trust Assets (if
any). After the Effective Date, the Liquidation Trustee shall make
Distributions from the Liquidation Trust Assets on account of
Allowed Claims in accordance with the Plan and the Liquidation
Trust Agreement. The Liquidation Trust Agreement will contain
additional information regarding the funding of the Liquidation
Trust, including in connection with the funding of any reserve
needed to address Disputed Claims, as applicable.
Counsel for Debtors:
Matthew D. Cavenaugh, Esq.
Kristhy M. Peguero, Esq.
Genevieve M. Graham, Esq.
JACKSON WALKER LLP
1401 McKinney St., Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Caroline A. Reckler, Esq.
Ebba Gebisa, Esq.
Jonathan C. Gordon, Esq.
LATHAM & WATKINS LLP
330 North Wabash Ave., Suite 2800
Chicago, IL 60611
Tel: (312) 876-7700
–and–
Jeffrey E. Bjork, Esq.
Kimberly A. Posin, Esq.
Isaac J. Ashworth, Esq.
LATHAM & WATKINS LLP
335 South Grand Ave., Suite 100
Los Angeles, CA 90071
Tel: (213) 485-1234
A copy of the Order dated Dec. 13, 2023, is available at
https://tinyurl.ph/FRpHs from Stretto, the claims agent.
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors ("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones originally oversaw the cases.
The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel;
Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts
counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin
Y. Meghji, managing partner at M3, serves as the Debtors' chief
restructuring officer. Stretto Inc. is the claims, noticing and
solicitation agent.
Norton Rose Fulbright US, LLP and Milbank, LLP represent the
official committee of unsecured creditors appointed in the Debtors'
Chapter 11 cases.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig,
LLP serve as the equity committee's bankruptcy counsel.
SPEED TRANS: Unsecureds to Get $15K per Month Until Fully Paid
--------------------------------------------------------------
Speed Trans, LLC, submitted a 2nd Amended Plan of Reorganization.
Under the Plan, Class 5 – General Unsecured Claims will be paid a
pro rata share of $15,000 per month beginning Aug. 5, 2025. Claims
will be paid an amount sufficient to return 100% to all general
unsecured claims. Interest will accrue at the rate of 5.36%. Class
5 is impaired.
The Plan will be funded with revenue from the Debtor's operation.
Attorney for Speed Trans, LLC:
Jennifer L. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
1403 8th St.
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
A copy of the Plan of Reorganization dated Dec. 13, 2023, is
available at https://tinyurl.ph/jgpNz from PacerMonitor.com.
About Speed Trans
Speed Trans, LLC, has operated freight hauling operations providing
transport services primarily to commercial accounts and businesses
located in the state of Washington and throughout the US.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41110) on July 10,
2023. In the petition signed by Arashdeep Singh, owner, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Mary Jo Heston oversees the case.
Jennifer L. Neeleman, Esq., at Neeleman Law Group, PC, is the
Debtor's legal counsel.
SPEEDWAY AUTO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Speedway Auto Sales 27, LLC
d/b/a Lakeland Car Mart
d/b/a Lakeland Auto Mart
3225 US Highway 98 South
Lakeland, FL 33803
Business Description: The Debtor is a pre-owned vehicle dealership
located in Florida.
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-05737
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Suyapa Duran as manager.
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/RPLDJKA/Speedway_Auto_Sales_27_LLC__flmbke-23-05737__0001.0.pdf?mcid=tGE4TAMA
STAY CALM: Seeks to Hire Modestas Law as Bankruptcy Counsel
-----------------------------------------------------------
Stay Calm Keep Trucking Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Saulius Modestas, Esq. of Modestas Law Offices, P.C. as its
bankruptcy counsel.
The firm will represent the Debtor in matters concerning
negotiation with creditors, preparation of a plan, corporate
restructuring, analysis of claims and potential causes of action
and other assets, and to otherwise represent the Debtor in matters
before the Court.
Mr. Modestas will charge $525 per hour for his services.
Mr. Modestas, founder of Modestas Law, assured the court that he
does not hold or represent an interest adverse to the Estate, and
that he is a disinterested person within the meaning of Sec.
327(a).
The firm can be reached through:
Saulius Modestas, Esq.
MODESTAS LAW OFFICES, P.C.
401 S. Frontage Rd.
Burr Ridge, IL 60527-7115
Telephone: (312) 251-4460
(630) 323-8300
Facsimile: (312) 277-2586
Email: smodestas@modestaslaw.com
About Stay Calm and Keep Trucking
Stay Calm Keep Trucking Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-15634) on Nov. 20, 2023, with up to $1 million in both assets
and liabilities. Andrius Petkunas, president, signed the petition.
Judge Donald R. Cassling oversees the case.
Saulius Modestas, Esq., at Modestas Law Offices, P.C. represents
the Debtor as legal counsel.
TACO BUS: Kathleen DiSanto of Bush Ross Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at
Bush Ross, P.A., as Subchapter V trustee for Taco Bus 01 Inc.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About Taco Bus 01
Taco Bus 01 Inc. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05520) on Dec. 6,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities.
Judge Catherine Peek McEwen oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor
as legal counsel.
TIGHT ENDS: Seeks to Hire Weycer Kaplan as Bankruptcy Counsel
-------------------------------------------------------------
Tight Ends Sports Bar & Grill, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to hire Weycer,
Kaplan, Pulaski & Zuber, P.C. as its attorneys.
The firm's services include:
(a) advising the Debtor of its rights, powers and duties;
(b) taking all necessary actions to protect and preserve the
estates of the Debtor, including the prosecution of actions on the
Debtor's behalf, the defense of actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections with respect to claims
that are filed against the estate;
(c) assisting in the investigation of the acts, conduct,
assets, and liabilities of the Debtor, and any other matters
relevant to the case;
(d) investigating and potentially prosecuting preference,
fraudulent transfer, and other causes of action arising under the
Debtor's avoidance powers or which are property of the estate;
(e) preparing legal papers;
(f) negotiating and preparing a plan for the reorganization of
the Debtor's financial affairs; and
(g) performing all other necessary legal services.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Jeff Carruth, Shareholder $585 per hour
Other Shareholders $525 per hour or less
Associates $300 per hour or less
Paralegals $150 per hour
In addition, the firm will seek reimbursement for work-related
expenses.
The firm received a retainer in the amount of $52,000.
Jeff Carruth, Esq., at Weycer 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 at:
Jeff Carruth, Esq.
Weycer, Kaplan, Pulaski, & Zuber, P.C.
3030 Matlock Rd., Suite 201
Arlington, Texas 76015
Phone: (713) 341-1058
Facsimile: (866) 666-5322
Email: jcarruth@wkpz.com
About Tight Ends Sports Bar & Grill
Tight Ends Sports Bar & Grill, LLC sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
23-42104) on Nov. 3, 2023, listing under $1 million in both assets
and liabilities.
Jeff Carruth, Esq. at Weycer, Kaplan, Pulaski & Zuber, P.C.
represents the Debtor as counsel.
TIMBER PHARMACEUTICALS: Taps Lowenstein Sandler as Special Counsel
------------------------------------------------------------------
Timber Pharmaceuticals, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Lowenstein Sandler LLP as their special corporate counsel.
The firm will perform legal services with respect to general
Securities and Exchange Commission/capital markets work and ongoing
corporate and transactional related work, including in connection
with the Debtors' sale process (which commenced pre-petition and
now continues post-filing) and related asset purchase agreement(s)
and financing, and related matters.
The firm will be paid at these hourly rates:
Partners $690 - $1,950
Of Counsel $810 - $1,475
Senior Counsel $630 - $1,410
Counsel $575 - $1,070
Associates $475 - $965
Paralegals, Assistants $240 - $425
Jeffrey D. Prol, Esq., partner of Lowenstein Sandler, assured the
court that his firm does not represent or hold an interest adverse
with respect to the matters on which it is to be employed.
The firm can be reached through:
Jeffrey D. Prol, Esq.
LOWESTEIN SANDLER LLP
One Lowenstein Drive
Roseland, NJ 07068
Telephone: (973) 597-2500
Email: jprol@lowenstein.com
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals
LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals,
Inc., disclosed total assets of $3,326,213 against total debt of
$5,947,297.
The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as
bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and
VRS RESTRUCTURING SERVICES LLC to provide a chief restructuring
officer.
Counsel to the DIP Lender, LEO US Holding, Inc., are Dianne
Coffino, Esq., and Martin Beeler, Esq., at COVINGTON & BURLING LLP;
and Patrick J. Reilley, Esq., at COLE SHOTZ P.C.
TIMBER PHARMACEUTICALS: Taps VRS Restructuring to Provide CRO
-------------------------------------------------------------
Timber Pharmaceuticals, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
VRS Restructuring Services, LLC and designate Jeffrey T. Varsalone
as the chief restructuring officer.
The firm's services include:
(a) analyzing the business, operations and financial condition
of the Debtor;
(b) assisting the Debtors with managing short term liquidity,
including the preparation of a 13-week cash flow forecast and
monitoring short term liquidity;
(c) assisting the Debtors with preparing financial analyses;
(d) evaluating strategic alternatives;
(e) assisting the Debtors with the preparation of data in
order to prepare pleadings and fiduciary filings required in the
Debtors' bankruptcy proceeding;
(f) providing testimony on such matters that are within VRS'
expertise;
(g) executing restructuring initiatives, including structuring
plans of reorganization, selling all or parts of the Debtors,
including any marketing thereof and liquidating assets;
(h) assisting the Debtor and its counsel in negotiations with
various parties-in-interest; and
(i) supporting the Debtor in such matters as the board of
directors of the Debtor shall request or require from time to
time.
The Debtors paid VRS a $200,000 retainer.
The firm's hourly rates are:
Managing Director $725
Director $625
Vice President $525
Senior Associate $425
Associate/Analyst $325
Mr. Varsalone, managing director of VRS, assured the court that VRS
is a "disinterested person" as that term is defined in Sec. 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Jeffrey T. Varsalone
VRS Restructuring Services, LLC
20 Tumble Rd
Bedford, NH, 03110
Phone: (516) 410-6215
Email: jvarsalone@hotmail.com
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical Debtor
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Debtor's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Debtor is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals
LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals,
Inc., disclosed total assets of $3,326,213 against total debt of
$5,947,297.
The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as
bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and
VRS RESTRUCTURING SERVICES LLC to provide a chief restructuring
officer.
Counsel to the DIP Lender, LEO US Holding, Inc., are Dianne
Coffino, Esq., and Martin Beeler, Esq., at COVINGTON & BURLING LLP;
and Patrick J. Reilley, Esq., at COLE SHOTZ P.C.
TITAN CONCRETE: Hires Klestadt Winters as Bankruptcy Counsel
------------------------------------------------------------
Titan Concrete, Inc seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Klestadt Winters
Jureller Southard & Stevens, LLP as its general bankruptcy
counsel.
The firm's services include:
a. assisting, advising and representing the Debtor in the
administration of its bankruptcy estate;
b. providing legal advice with respect to the Debtor's powers
and duties as a debtor-in-possession;
c. reviewing all pleadings filed in the Chapter 11 Case;
d. attending meetings and negotiating with the representatives
of creditors and other parties in interest;
e. taking all necessary actions to protect and preserve the
interests of the Debtor and its bankruptcy estate, including,
without limitation, the prosecution of actions on its behalf,
negotiations concerning all litigation in which the Debtor's estate
is involved, and reviewing and analyzing all claims filed against
the Debtor's estate;
f. generally preparing on behalf of the Debtor all necessary
motions, applications, answers, orders, reports and papers in
support of positions taken by the Debtor;
g. negotiating toward the sale, reorganization, or other
disposition of the Debtor's assets or operations and drafting the
Debtor's chapter 11 plan related to the same;
h. appearing, as appropriate, before the Bankruptcy Court, the
Appellate Courts, and other Courts in which matters may be heard
and to protect the interests of the Debtor's estate before said
courts; and
i. performing all other necessary or appropriate legal
services in the Chapter 11 Case.
The firm's attorneys and paralegals will be paid at hourly rates
as follows:
Partners $675 - $895 per hour
Associates $495 - $525 per hour
Paralegals $250 per hour
Fred Stevens, Esq., a partner at Klestadt Winters Jureller Southard
& Stevens, 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:
Fred Stevens, Esq.
Lauren C. Kiss, Esq.
KLESTADT WINTERS JURELLER
Southard & Stevens, LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
Email: fstevens@klestadt.com
lkiss@klestadt.com
About Titan Concrete, Inc
Titan Concrete, Inc., a company in Carmel, N.Y., provides concrete
and ready-mix services to commercial, industrial, residential and
homeowner customers.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35835) on Oct. 4,
2023, with $1 million to $10 million in both assets and
liabilities. Harry Malinowski, chief restructuring officer, signed
the petition.
Judge Cecelia G. Morris oversees the case.
Jeremy R. Johnson, Esq., at Polsinelli, PC represents the Debtor as
legal counsel.
TRANS LINES: Seeks to Hire Modestas Law as Bankruptcy Counsel
-------------------------------------------------------------
Trans Lines Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to employ Saulius Modestas, Esq.
of Modestas Law Offices, P.C. as its bankruptcy counsel.
The firm will represent the Debtor in matters concerning
negotiation with creditors, preparation of a plan, corporate
restructuring, analysis of claims and potential causes of action
and other assets, and to otherwise represent the Debtor in matters
before the Court.
Mr. Modestas will charge $525 per hour for his services.
Mr. Modestas, founder of Modestas Law, assured the court that he
does not hold or represent an interest adverse to the Estate, and
that he is a disinterested person within the meaning of Sec.
327(a).
The firm can be reached through:
Saulius Modestas, Esq.
Modestas Law Offices, P.C.
401 S. Frontage Rd.
Burr Ridge, IL 60527-7115
Telephone: (312) 251-4460
(630) 323-8300
Facsimile: (312) 277-2586
Email: smodestas@modestaslaw.com
About Trans Lines, Inc.
Trans Lines, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-15635) on November
20, 2023. In the petition signed by Andrius Petkunas, president,
the Debtor disclosed up to $1 million in assets and up to $10
million in liabilities.
Judge Donald R. Cassling oversees the case.
Saulius Modestas, Esq., at Modestas Law Offices, P.C., represents
the Debtor as legal counsel.
TROIKA MEDIA: Files Chapter 11 to Facilitate Restructuring
----------------------------------------------------------
Troika Media Group, Inc. (Nasdaq: TRKA) ("Troika" or the
"Company"), a consumer engagement and customer acquisition group,
has announced that it has entered into a restructuring support
agreement with certain funds managed by Blue Torch Finance LLC
("Blue Torch"), the Company's senior secured lenders, pursuant to
which Blue Torch would acquire substantially all of the assets of
the Company via a stalking horse credit bid.
To facilitate the acquisition and the restructuring of the
Company's balance sheet, the Company and certain of its affiliates
have filed voluntary petitions for relief under chapter 11 in the
United States Bankruptcy Court for the Southern District of New
York. The Company is seeking approval of the proposed stalking
horse credit bid pursuant to section 363 of the United States
Bankruptcy Code. The stalking horse credit bid will be subject to
competing bids via a court-supervised auction to ensure the highest
or best possible price for the Company's business.
The Company's secured lenders are supportive of the transaction and
have committed to provide $11 million of debtor-in-possession
financing. The Company anticipates that this financing, as well as
cash generated from ongoing operations, will be more than
sufficient to fund its business operations through the sale
process, which it expects to conclude within the next few months.
Grant Lyon, Interim Chief Executive Officer of Troika stated that
"We expect that the process will be relatively short and that the
Company will have adequate liquidity to operate the Converge
business normally throughout the process. We anticipate that the
Company will emerge from Chapter 11 as a private company with a
stronger balance sheet and with Michael Carrano and Maarten Terry,
two long term leaders of the Converge business, in leadership
roles."
The Company has filed a number of customary first-day motions with
the Bankruptcy Court seeking authorization to support its
operations during the court-supervised sale process, including the
continued payment of employee wages and benefits without
interruption and continued payments to key vendors and suppliers
for goods and services. The Company expects the Bankruptcy Court to
approve these requests, which should minimize the impact of the
sale process on the Company's customers, employees, and other key
stakeholders.
Additional information regarding the Company's chapter 11 process
is available at https://cases.ra.kroll.com/troika. Stakeholders
with questions may call the Company's Claims Agent, Kroll
Restructuring Administration LLC, at (844) 647-8506 (U.S. and
Canada toll free) or +1 (646) 493-0388 (International toll free).
Willkie Farr & Gallagher LLP is serving as the Company's legal
counsel. Jefferies LLC and Areté Capital Partners are serving as
the Company's investment banker and financial adviser,
respectively.
King & Spalding LLP and Ankura Consulting Group, LLC are serving as
legal counsel and financial advisor, respectively, to Blue Torch as
collateral agent and administrative agent and to its affiliated
secured lenders.
About Blue Torch
Blue Torch Capital is a US middle market direct lender providing
bespoke credit solutions to stakeholders and management teams of
companies requiring capital support for growth, acquisitions,
operational challenges and financial distress. Blue Torch has
deployed more than $7.2BN of capital across 118 transactions.
About Troika Media
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com
-- is a professional services company that architects and builds
enterprise value in consumer facing brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars that: CREATE brands and experiences and CONNECT
consumers through emerging technology products and ecosystems to
deliver PERFORMANCE based measurable business outcomes.
Troika Media reported a net loss of $9.58 million for the six
months ended Dec. 31, 2022. Troika Media reported a net loss of
$38.69 million for the year ended June 30, 2022, a net loss of $16
million for the year ended June 30, 2021, and a net loss of $14.45
million for the year ended June 30, 2020. For the six months ended
June 30, 2023, the Company reported a net loss of $20.16 million.
UNITED ENGINEERS: Hires Capstone Forensic Group as Expert Witness
-----------------------------------------------------------------
United Engineers, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Jeffrey A. Compton
and Capstone Forensic Group LLC as its expert witness.
Capstone will assist the Debtor as consulting experts to analyze
certain financial information and opinions.
The firm will pay the Capstone standard hourly rates, which may
change from time to time. Current hourly rates range from $90 to
$565 per hour for time in evaluating the financial information.
Capstone is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Lorene Becker
Capstone Forensic Group LLC
2925 Richmond Ave. Suite 1200
Houston, TX 77098
Phone: (713) 351-7150
About United Engineers, Inc.
United Engineers, Inc. provides architectural, engineering, and
related services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33166) on August 19,
2023. In the petition signed by Kefelegne Tesfaye, vice president,
the Debtor disclosed $2,356,290 in assets and $909,388 in
liabilities.
Judge Jeffrey P. Norman oversees the case.
Melissa A. Haselden, Esq., at Haselden Farrow PLLC, represents the
Debtor as legal counsel.
VASO LOGISTICS: L. Todd Budgen Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., as
Subchapter V trustee for Vaso Logistics, Inc.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Vaso Logistics
Vaso Logistics, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05095) on
Dec. 4, 2023, with up to $10 million in both assets and
liabilities. Valentin Sorbala, director, signed the petition.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden and Beaudine, LLP,
represents the Debtor as legal counsel.
VERDE BIO: Incurs $332K Net Loss in Second Quarter
--------------------------------------------------
Verde Bio Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $331,912 on $59,496 of revenue for the three months ended Oct.
31, 2023, compared to a net loss of $129,991 on $414,356 of revenue
for the three months ended October 31, 2022.
For the six months ended Oct. 31, 2023, the Company reported a net
loss of $648,708 on $135,190 of revenue, compared to a net loss of
$893,999 on $624,266 of revenue for the same period last year.
As of Oct. 31, 2023, the Company had $3.70 million in total assets,
$2.01 million in total liabilities, $148,139 in total temporary
equity, and $1.54 million in total stockholders' equity.
Verde Bio stated, "During the period ended October 31, 2023, the
Company incurred a net loss of $648,708 and used cash of $628,875
for operating activities. As at October 31, 2023, the Company had
an accumulated deficit of $16,681,778. The continuation of the
Company as a going concern is dependent upon the continued
financial support from its management, and its ability to identify
future investment opportunities and obtain the necessary debt or
equity financing, and generating profits from the Company's
operations. The Company will continue to rely on equity sales of
its common shares or debt financing in order to continue to fund
business operations. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern for
a period of one year from the date these condensed consolidated
financial statements are issued."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001490054/000109690623002376/vbhi-20231031.htm
About Verde Bio
Verde Bio Holdings, Inc. (OTC: VBHI) is an energy company based in
Frisco, Texas, engaged in the acquisition and management of Mineral
and Royalty interests in lower risk, onshore oil and gas properties
within the major oil and gas plays in the U.S. The Company's
dual-focused growth strategy relies primarily on leveraging
management's expertise to grow through the strategic acquisition of
revenue producing royalty interest and strategic and opportunistic
non-operated working interests.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2012, issued a "going concern" qualification in its
report dated Aug. 1, 2023, citing that the Company has suffered
recurring losses from operations and has negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
VMR CONTRACTORS: Wins Cash Collateral Access Thru Jan 2024
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized VMR Contractors Inc. to use cash
collateral on an interim basis in accordance with the budget and
the terms of the Order entered March 1, 2023, through January 29,
2023.
A further hearing on the matter is set for January 29 at 10 a.m.
As previously reported by the Troubled Company Reporter, several
entities may claim an interest in the Debtor's cash collateral.
Those potential claimants are:
1. State of Illinois, which recorded state tax liens on April
28 and June 14, 2022, in the total amount of $32,346.
2. Internal Revenue Service, which recorded federal tax liens
with the Illinois Secretary of State, including a lien November 16,
2016, in the amount of $424,956. Other tax liens also have been
recorded; the IRS has asserted it is owed $819,234. The Debtor
disputes a large portion of this amount, including an obligation
from 2015 of $560,027, which appears to be clearly erroneous
because it is wholly disproportionate to the Debtor's operations.
3. Old National Bank, whose predecessor, Bridgeview Bank
Group, filed on August 1, 2018, a financing statement with the
Illinois Secretary of State as document number 023614561. The
amount owed to Old National is approximately $160,633.
A copy of the order is available at https://urlcurt.com/u?l=73Cvlp
from PacerMonitor.com.
About VMR Contractors
VMR Contractors is in the business of supplying and installing
rebar for road construction projects. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case
No. 22-14211) on December 8, 2022. In the petition signed by
Vincent Roberson, president, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Benjamin Goldgar oversees the case.
William J. Factor, Esq., at Factor Law, is the Debtor's legal
counsel.
WEWORK INC: Court OKs Cash Collateral Access on a Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
WeWork Inc. and affiliates to use cash collateral on a final basis
in accordance with the budget.
The Debtors require the use of cash collateral to make payroll,
make capital expenditures, satisfy other working capital and
operational needs, and fund expenses of the Chapter 11 Cases.
Goldman Sachs International Bank, OneIM Fund I LP, and other
financial institutions have issued letters of credit on behalf of
the Debtors pursuant to the Credit Agreement dated December 27,
2019, by and among the Issuing Banks, WeWork Companies U.S. LLC,
SoftBank Vision Fund II-2 L.P., Goldman as the administrative and
collateral agent for the senior tranche, Kroll Agency Services
Limited as the administrative agent for the junior tranche, and the
other parties from time to time thereto. The SVF Obligor is
subrogated to the Issuing Banks' and other secured parties' rights
against the WeWork LC Facility Obligor if the SVF Obligor pays,
reimburses, or cash collateralizes obligations under the LC
Facility. The obligations under the LC Facility and certain cash
management and swap/derivative obligations are secured by the
assets and equity interests of certain Debtor entities. The SVF
Obligor has also secured such obligations by collaterally assigning
its right to call up to approximately $2.5 billion in capital from
SoftBank.
As of the Petition Date, and in connection with the Satisfaction
Letter executed by the WeWork LC Facility Obligor, the SVF Obligor,
Goldman, Kroll, and certain of the Issuing Banks including Goldman
and OneIM, the SVF Obligor reimbursed approximately $179.5 million
for the senior tranche of the LC Facility and approximately $542.6
million for the junior tranche of the LC Facility, posted
approximately $808.8 million of cash collateral for the undrawn
senior tranche of the LC Facility, and paid approximately $50.6
million for various fees and expenses under the LC Facility Credit
Agreement. As of the Petition Date and pursuant to the Prepetition
Reimbursement Agreement, the WeWork LC Facility Obligor's total
indebtedness to the SVF Obligor in its capacity as subrogee under
the LC Facility with respect to such reimbursement, cash
collateral, and other payments is not less than approximately $1.6
billion.
1L Notes:
Pursuant to the First Lien Senior Secured PIK Notes Indenture,
dated as of May 5, 2023, by and among WeWork Companies U.S. LLC and
WW Co-Obligor Inc. as the co-issuers, the guarantors party thereto,
and U.S. Bank Trust Company, National Association, as trustee and
collateral agent, the Company issued $1.1 in aggregate principal
amount of 1L Notes. As of the Petition Date, the Debtors are liable
for approximately $1.1 million in outstanding aggregate principal
amount of the 1L Notes, plus approximately $151.1 million on
account of accrued and unpaid interest plus all other fees and
expenses on account of the 1L Notes.
2L Notes:
Pursuant to the Second Lien Senior Secured PIK Notes Indenture,
dated as of May 5, 2023, by and among the Note Issuers, the Notes
Guarantors, and U.S. Bank Trust Company, National Association, as
trustee and collateral agent, the Company issued $687.212 million
in aggregate principal amount of 11% Second Lien Senior Secured PIK
Notes due 2027 to the New Money Participants in connection with the
Notes Exchange Transactions. As of the Petition Date, the Debtors
are liable for approximately $687.212 million in outstanding
aggregate principal amount of the 2L Notes, plus approximately
$45.8 million on account of accrued and unpaid interest plus all
other fees and expenses (including make-whole premiums) on account
of the 2L Notes.
2L Exchangeable Notes:
Pursuant to the Second Lien Exchangeable Senior Secured PIK Notes
Indenture, dated as of May 5, 2023, by and among the Note Issuers,
the Notes Guarantors, and U.S. Bank Trust Company, National
Association, as trustee and collateral agent, the Company issued
$187.5 million in aggregate principal amount of 11% Second Lien
Senior Secured PIK Exchangeable Notes due 2027 to an affiliate of
SoftBank in connection with the Notes Exchange Transactions. As of
the Petition Date, the Debtors are liable for approximately $187.5
million in outstanding aggregate principal amount, plus
approximately $12.5 million on account of accrued and unpaid
interest plus all other fees and expenses on account of the 2L
Exchangeable Notes.
3L Notes:
Pursuant to the Third Lien Senior Secured PIK Notes Indenture,
dated as of May 5, 2023, by and among the Note Issuers, the Notes
Guarantors, and U.S. Bank Trust Company, National Association, as
trustee and collateral agent, the Company issued $22.7 million in
aggregate principal amount of 12.00% Third Lien Senior Secured PIK
Notes due 2027 in connection with the Notes Exchange Transactions.
As of the Petition Date, the Debtors are liable for approximately
$22.7 million in outstanding aggregate principal amount, plus
approximately $1.6 million on account of accrued and unpaid
interest plus all other fees and expenses (including make-whole
premiums) on account of the 3L Notes.
3L Exchangeable Notes:
Pursuant to the Third Lien Exchangeable Senior Secured PIK Notes
Indenture, dated as of May 5, 2023, by and among the Note Issuers,
the Notes Guarantors, and U.S. Bank Trust Company, National
Association, as trustee and collateral agent, the Company issued
$269.625 million in aggregate principal amount of 12% Third Lien
Senior Secured PIK Exchangeable Notes due 2027 to an affiliate of
SoftBank in connection with the Notes Exchange Transactions. As of
the Petition Date, the Debtors are liable for approximately
$269.625 million in outstanding aggregate principal amount, plus
approximately $19.5 million on account of accrued and unpaid
interest plus all other fees and expenses on account of the 3L
Exchangeable Notes.
Unsecured Notes:
Holders of the 7.875% Senior Notes due 2025 and the 5.000% Senior
Notes due 2025, Series II who did not participate in the Notes
Exchange Transactions continue to hold Unsecured Notes. As of the
Petition Date, the Debtors are liable for approximately $164
million in outstanding aggregate principal amount, plus
approximately $6.6 million on account of accrued and unpaid
interest, plus all other fees and expenses on account of the 7.875%
Senior Notes, and approximately $9.3 million in outstanding
aggregate principal amount, plus approximately $123,000 on account
of accrued and unpaid interest, plus all other fees and expenses on
account of the 5.000% Senior Notes.
Equity:
WeWork Inc.'s certificate of incorporation authorizes the Board to
issue 4,874,958,334 shares of Class A common stock, par value
$0.0001 per share, 25,041,666 shares of Class C common stock, par
value $0.0001 per share, and 100 million shares of preferred
stock.
Approximately 52.83 million Common Shares and approximately 497,000
shares of Class C common stock are outstanding as of the Petition
Date.
As adequate protection, Prepetition Secured Parties are granted a
variety of forms of adequate protection to protect against the
postpetition diminution in value of their Prepetition Collateral,
including cash collateral.
A copy of the court's order is available at
https://urlcurt.com/u?l=UqY6Ks from PacerMonitor.com.
About WeWork Inc.
New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a
global flexible workspace provider, serving a membership base of
businesses large and small through its network of 779 Systemwide
Locations, including 622 Consolidated Locations as of December
2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
Judge John K. Sherwood oversees the case.
The Debtors are represented by Kirkland & Ellis LLP (Edward
Sassower, Joshua Sussberg, Steven Serrejeddini, Ciara Foster,
Oliver Pare, Josh Greenblatt, Jimmy Ryan, Connor Casas, William
Arnault) and Cole Schotz PC (Michael Sirota, Warren Usatine, Felice
Yudkin, Ryan Jareck) as legal counsel, Alvarez & Marsal North
America LLC (Justin Schmaltz) as financial advisor, and PJT
Partners LP (Paul Sheaffer) as investment banker.
Softbank is represented by Weil Gotshal & Manges LLP (Gary Holtzer,
Gabriel Morgan, Kevin Bostel, Eric Einhorn) and Wollmuth Maher &
Deutsch LLP (Paul DeFilippo, James Lawlor, Steven Fitzgerald,
Joseph Pacelli) as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
WILLIAMSBURG BOUTIQUE: Hires Northgate as Real Estate Broker
------------------------------------------------------------
Williamsburg Boutique LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Northgate
Real Estate Group f/k/a North Point Real Estate Group as their real
estate broker.
The firm will sell or refinance the Debtor's property located at 80
Ainslie Street, Brooklyn, New York, and help the Debtor conduct a
robust and substantial marketing process.
North will be paid a commission equal to the following: 4.5 percent
of the gross purchase price, and/or gross amount of refinancing or
restructured indebtedness, recapitalization, and/or joint venture
investment received or obtained, or to be received or obtained by
Debtor, up to $5,000,000; plus
-- 3.5 percent of the gross purchase price and/or Investment
from $5,000,000 to $10,000,000; plus
-- 2.5 percent of the gross purchase price and/or Investment
from $10,000,000 to $15,000,000; plus
-- 1.5 percent of the gross purchase price and/or Investment
in excess of $15,000,000.
North is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code, and does not hold or represent an
interest adverse to the Debtor or the Debtor’s estate, according
to court filings.
The firm can be reached through:
Greg Corbin
Northgate Real Estate Group
433 5th Avenue, 4th Floor
New York, NY 10016
Phone: (212) 419-9103
About Williamsburg Boutique LLC
The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C.
Section 101(51B)). The Debtor owns real property located at 80
Ainslie Street, Brooklyn, NY valued at $15.7 million.
Williamsburg Boutique LLC in Bedford Hills, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. S.D. Tex. Case No.
23-22587) on August 7, 2023, listing $15,700,000 in assets and
$18,227,723 in liabilities. Juda Klein as manager, signed the
petition.
Judge Sean H. Lane oversees the case.
DAVIDOFF HUTCHER & CIRTON LLP serve as the Debtor's legal counsel.
ZYMERGEN INC: Names Two Successful Chapter 11 Auction Bidders
-------------------------------------------------------------
Biotechnology company Zymergen notified a Delaware bankruptcy judge
this week it received two successful bids in its Chapter 11
auction, one bid coming from its corporate parent, Ginkgo Bioworks
Inc., and the other from sustainable agriculture business Pivot Bio
Inc. Ginkgo Bioworks, the stalking horse bidder, was named back-up
bidder for the assets.
Ivona Smith, the sole member of the Restructuring Committee of
Debtor, said the Ginkgo Agreement includes a cash purchase price of
at least $6,300,000, plus the assumption or elimination of
significant liabilities of the Debtors. Among other things, in
addition to the cash purchase price, the Ginkgo Agreement
eliminates approximately $5,000,000 in employee severance liability
and results in the assumption and assignment to Ginkgo of a
non-residential real property lease that has an approximate
$5,000,000 benefit to the estate through the return of a cash
collateralized letter of credit and claim elimination.
Ms. Smith notes that in light of the amount of unsecured claims in
these chapter 11 cases, the elimination of such liabilities for the
estates has a significant impact on the ultimate distributions that
creditors will receive under the chapter 11 liquidating plan
proposed by the Debtors.
Meanwhile, the Pivot Bio Agreement includes a cash purchase price
of $2,300,000, plus the assumption of certain liabilities of the
Debtors.
Taken together and as compared to the Stalking Horse Bid, the
Ginkgo Agreement and Pivot Bio Agreement result in at least
$950,000 of additional value for the Debtors' estate.
About Zymergen Inc.
Zymergen, Inc., which was founded in April 2013, is a science and
material innovation company focused on designing, developing and
commercializing bio-based products for use in a variety of
industries. It is based in Emeryville, Calif.
Zymergen and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 23-11661) on Oct. 3, 2023. At the time of the
filing, Zymergen reported $100 million to $500 million in both
assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal
counsel and Epiq Corporate Restructuring, LLC, as claims and
noticing agent.
The Official Committee of Unsecured Creditors retained Simpson
Thacher & Bartlett LLP as lead counsel, Landis Rath & Cobb LLP as
co-counsel, and Berkeley Research Group, LLC, as financial advisor.
[*] Kramer Levin Promotes Five to Counsel, Three to Special Counsel
-------------------------------------------------------------------
Kramer Levin on Dec. 11 announced the promotion of Tristan Bonneau,
Elan Daniels, Allison D. Gray, Pauline Plancke and M. Mendel
Trapedo to counsel, effective Jan. 1, 2024. The firm has also
promoted Michelle Ben-David, William Cavanagh and Ralph C. Mayrell
to special counsel, effective Jan. 1, 2024.
Co-Managing Partners Paul H. Schoeman and Howard T. Spilko said:
"We congratulate our new counsel and special counsel on their
well-deserved promotions, which recognize their commitment to the
firm and our clients."
New Counsel:
Tristan Bonneau -- Private Funds, Paris
Tristan Bonneau focuses on structuring private debt, infrastructure
and private equity funds. Tristan also advises management companies
with respect to financial regulations, approvals, marketing, ESG
integration and portfolio investments and divestments. He earned
his master's degree in economic law from Sciences Po Paris and his
master's degree in general private law from Panthéon-Assas
University. He is promoted from associate.
Elan Daniels -- Bankruptcy and Restructuring, New York
Elan Daniels advises on corporate restructuring and bankruptcy
matters, including representing creditor committees, major secured
and unsecured creditors, bondholders, and other stakeholders in
both in- and out-of-court restructurings of distressed businesses
and in municipal insolvencies. Known for his creativity, Elan
routinely advises clients on the opportunities and risk attendant
to their positions in distressed situations. He earned his J.D.,
with honors, from The George Washington University Law School and
his B.A., cum laude, from the University of Pennsylvania. He is
promoted from senior attorney, after serving in investment roles at
two New York-based hedge funds.
Allison D. Gray -- Immigration, New York
Allison D. Gray advises and represents advertising and marketing
agencies, arts organizations, and universities in employment-based
immigration matters. Among her most notable work, she has
represented a university in an investigation of its H-1B Labor
Condition Applications conducted by the U.S. Department of Labor,
won an appeal filed with the Administrative Appeals Office that
reversed the denial of an extraordinary ability immigrant petition,
and filed hundreds of successful O-1 petitions and immigrant
petitions for prominent artists and multinational managers. Allison
earned her J.D., cum laude, from New York University School of Law
and her B.A., magna cum laude, from Davidson College. She is
promoted from special counsel.
Pauline Plancke -- Employment Law, Paris
Pauline Plancke advises French and foreign companies on employment
and labor law, including both individual relations (management of
day-to-day human resources issues, termination procedures,
negotiation of transactional agreements) and collective aspects of
labor law (restructuring, collective bargaining, setting up staff
representation bodies), labor-related aspects of mergers and
acquisitions, and reorganization. Pauline takes a special interest
in issues relating to harassment and gender equality. She conducts
internal investigations following reports of psychological and
sexual harassment. Pauline earned her master's degree in social and
health law from the University of Paris 2 Panthéon-Assas. She
earned her Master 1 in social law from the University of Paris 1
Panthéon-Sorbonne. She is promoted from senior associate.
M. Mendel Trapedo -- Real Estate, New York
Mendel Trapedo represents purchasers, sellers, investors,
developers, lenders and borrowers as well as landlords and tenants
in a full range of real estate transactions such as sales and
acquisitions, financings, and joint venture and leasing
transactions across a broad class of asset types, including
commercial, industrial, retail, residential, gaming, hospitality
and entertainment properties. Mendel earned his Master of Laws from
USC, Gould School of Law. He earned an LL.B. from the University of
the Witwatersrand and a B.COM. in law and finance from the
University of the Witwatersrand. He is promoted from special
counsel.
New Special Counsel:
Michelle Ben-David -- Litigation, New York
Michelle Ben-David represents individuals and entities in
regulatory enforcement actions, criminal trials and internal
investigations involving the U.S. Department of Justice, the
Securities and Exchange Commission, the Federal Reserve Board, and
the Office of the Comptroller of the Currency, among others.
Michelle's work also extends to international clients under
investigation by U.S. authorities. She earned her J.D. from USC
Berkeley School of Law and her B.A. and B.S. from the University of
California, Berkeley. She is promoted from associate.
William (Bill) Cavanagh -- Corporate, New York
Bill Cavanagh advises sponsors, underwriters, issuers, lenders,
borrowers and other service providers in both warehouse
securitization facilities and term securitizations across a variety
of esoteric asset classes, including solar leases and power
purchase agreements (e.g., back-leverage solar tax equity
vehicles), solar loans, clean energy land leases, venture loans,
health care and life sciences loans, recurring revenue loans,
timeshare loans, commercial property assessed clean energy (PACE)
assets, life and structured settlement assets, and auto loans. Bill
earned his J.D., magna cum laude, from Maurice A. Deane School of
Law at Hofstra University and his B.A. from Binghamton University.
He is promoted from associate.
Ralph C. Mayrell -- Litigation, Washington, DC
Ralph C. Mayrell handles complex commercial litigation and appeals,
including the False Claims Act, Anti-Kickback Act and government
contracts disputes; civil antitrust claims; bankruptcy adversary
proceedings; and commercial disputes between businesses. has
represented clients from several industries, including the defense,
health care, pharmaceutical, plastics manufacturing, banking and
energy sectors. He earned his J.D., with honors, from The
University of Texas School of Law and his B.A., cum laude, from
Harvard College. He is promoted from associate.
About Kramer Levin Naftalis & Frankel LLP
Kramer Levin -- http://www.kramerlevin.com-- provides its clients
proactive, creative and pragmatic solutions that address today's
most challenging legal issues. The firm is headquartered in New
York with offices in Silicon Valley, Washington, DC, and Paris and
fosters a strong culture of involvement in public and community
service.
*********
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