/raid1/www/Hosts/bankrupt/TCR_Public/231221.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, December 21, 2023, Vol. 27, No. 354
Headlines
3210-12 WALBROOK: Lawrence Katz Named Subchapter V Trustee
4E BRANDS: Survey Results Show Judge's Fee Dispute Impartiality
AMERICAN LAND: Wins Cash Collateral Access Thru Dec 31
AMTECH SYSTEMS: Secures Forbearance with UMB Bank Thru Jan. 2025
AMTECH SYSTEMS: Unveils Fourth Quarter Fiscal 2023 Business Update
ARCITERRA NOBLE: Seeks Cash Collateral Access
AULT ALLIANCE: Receives $41.5M Investment From Ault & Company
AUSTIN CONVENTION: S&P Affirms 'BB+' Bond Rating, Outlook Stable
AYRO INC: CFO Appointed Interim President of Operating Unit
BARKER SLEEP: Court OKs Cash Collateral Access Thru Jan 4
BEECH INTERNATIONAL: S&P Affirms 'CC' LT ICR, Outlook Negative
BELA FLOR: Hearing to Approve Bid Rules Set for Jan. 3
BENGAL FIVE: Court OKs Interim Cash Collateral Access
BENGAL FIVE: Lender Seeks to Prohibit Cash Collateral Access
BIRD GLOBAL: Case Summary & 30 Largest Unsecured Creditors
BRICK BY BRICK: Lender Seeks to Prohibit Cash Collateral Access
BURKE BRANDS: Court OKs Cash Collateral Access on Final Basis
CANTON & COMPANY: Files Emergency Bid to Use Cash Collateral
CHARLESTON CHILDREN'S: Joseph Spong Named Subchapter V Trustee
CLARIOS GLOBAL: Moody's Raises CFR to 'B1', Outlook Stable
CLINE DESIGN: Hires Wadsworth Garber as Bankruptcy Counsel
COMMUNITY HEALTH: Commences Tender Offer for 8.000% Senior Notes
COMMUNITY HEALTH: Prices $1B Upsized Senior Secured Notes Offering
CONSUMER ACTION: Court OKs Deal on Cash Collateral Access
CONTINENTAL AMERICAN: Seeks to Tap InSite Real Estate as Broker
CONTOUR PROPCO: No Resident Complaints, 2nd PCO Report Says
DELCATH SYSTEMS: May Issue 3.7 Million Shares Under Various Plans
DENN-OHIO LLC: Hires Pinnacle Commercial as Financial Advisor
DENN-OHIO LLC: Seeks to Hire CBH Attorneys as Bankruptcy Counsel
DIGITAL ALLY: Daniel Hutchins Retires From Board of Directors
DIVERSIFIED HEALTHCARE: S&P Places 'CCC-' ICR on Watch Positive
DIVERSIFIED PANELS: Court OKs Cash Collateral Access Thru Jan 2024
DONELSON CORPORATE: Hires EmergeLaw PLC as Bankruptcy Counsel
E.L. SERVICES: Wins Cash Collateral Access Thru March 2024
EAGLE PROPERTIES: Has Deal on Cash Collateral Access Thru Jan 2024
ECONOMY TREE: Jerrett McConnell Named Subchapter V Trustee
EGAE LLC: Wins Cash Collateral Access Thru Jan 2024
ELENAROSE CAPITAL: Wins Cash Collateral Access Jan 2024
ENCHANTED LITTLE FOREST: Seeks Cash Collateral Access
ENSIGN DRILLING: Moody's Withdraws 'Caa1' CFR on Debt Repayment
ENVIVA INC: Inclusive Capital, Jeffrey Ubben Hold 5.7% Equity Stake
ESJ TOWERS: Seeks Court Nod to Sell Assets by Auction
EVERYTHING BLOCKCHAIN: Posts $1.7 Million Net Loss in Third Quarter
EXELA TECHNOLOGIES: Reports 72.3% Stake in XBP Europe as of Nov. 29
FIG & FENNEL: Court OKs Cash Collateral Access Thru March 2024
FREDRICK LEE: Wins Cash Collateral Access on Final Basis
FT MEDICAL: Court OKs Cash Collateral Access on Final Basis
FTX GROUP: Files Reorganization Plan to End Bankruptcy
FUSE GROUP: Signs Consulting Agreement With Beijing Jixiang
GEO. J. & HILDA: U.S. Trustee Appoints Jenny Hollandsworth as PCO
GREENUP INDUSTRIES: Voluntary Chapter 11 Case Summary
GRO-MOR PLANT: Seeks to Hire CGA Law Firm as Bankruptcy Counsel
HARBOR CUSTOM: Court OKs Interim Cash Collateral Access
HARTMAN SPE: Has Deal on Cash Collateral Access
HAWAIIAN ELECTRIC: Moody's Alters Outlook on 'B1' CFR to Stable
HBL SNF: No Resident Care Concerns, 9th PCO Report Says
HEARGEN LLC: Court OKs Interim Cash Collateral Access
HORIZON KIDZ: Court OKs Interim Cash Collateral Access
HUMAN HOUSING: Court OKs Sale of Louisville Property for $85,000
IMPEL PHARMACEUTICALS: Case Summary & 30 Top Unsecured Creditors
INNOVATIVE GENOMICS: Wins Cash Collateral Access Thru Feb 2024
INPIXON: Announces Record Date, Details for Subsidiary Spin-off
INPIXON: Enters Into Warrant Inducement Letter Agreements
INTERGALACTIC THERAPEUTICS: Case Summary & 20 Unsecured Creditors
IPMI 3 LLC: Moody's Lowers Rating on $110MM Revenue Bonds to Ba1
IQ DENTAL: Seeks to Tap Trenk Isabel Siddiqi as Bankruptcy Counsel
IQ DENTAL: Wins Interim Cash Collateral Access
IYS VENTURES: Court OKs Cash Collateral Access Thru Jan 2024
JAMAICAN SPOT: Court OKs Interim Cash Collateral
JOANN INC: Experiences Cash Crunch, Chapter 11 Possible
JSCO ENTERPRISES: Seeks to Tap Spector & Cox as Bankruptcy Counsel
KATMINT LLC: Salvatore LaMonica Named Subchapter V Trustee
LA BELLE FAMILLE: Hires Mark S. Roher, P.A. as Bankruptcy Counsel
LA MOUNT GROUP: Court OKs Interim Cash Collateral Access
LATROBE ASSOCIATES: Hires Dickie, Mccamey & Chilcote as Attorney
LIVINGSTON TOWNSHIP: Seeks to Hire Baird Engineering as Surveyor
LOBSTER BOYS: Starts Subchapter V Bankruptcy Protection
LTGF BUSINESS TRUST: Case Summary & 20 Largest Unsecured Creditors
M & T ELEVATIONS: Frances Smith Named Subchapter V Trustee
MANSONITE INT'L: Moody's Puts 'Ba1' CFR on Review for Downgrade
MARINE ELECTRIC: Creditors File Involuntary Chapter 11 Petition
MATRIX PARENT: Moody's Lowers CFR to Ca & Alters Outlook to Stable
MBIA INC: Moody's Affirms Ba3 Unsec. Debt Rating, Outlook Negative
MED PARENTCO: S&P Upgrades ICR to 'B-', Outlook Stable
MEDIAMATH HOLDINGS: Court OKs Cash Collateral Access on Final Basis
MERCON COFFEE: Court OKs Cash Collateral Access Thru Jan 2024
MGT CAPITAL: Raises Going Concern Doubt
MIND TECHNOLOGY: Raises Going Concern Doubt
MOUROUX FAMILY: PCO Reports No Change in Patient Care Quality
MUTSCHLER & MUTSCHLER: Court OKs Cash Access on Final Basis
MVK FARMCO: OK'd to Use 2 Weeks' Cash After Altering Budget
NABIEKIM ENTERPRISES: Wins Cash Collateral Access Thru March 2024
NETCAPITAL INC: Raises Going Concern Doubt, Cites Financial Woes
NEW TROJAN: S&P Cuts ICR to 'CCC-' On Weak Liquidity, Outlook Neg.
NOVO INTEGRATED: Fruci & Associates II Raises Going Concern Doubt
NUZEE INC: Appoints Randell Weaver as President and COO
OLIVE CONCRETE: Court OKs Cash Collateral Access
OPTIVIEW 360: Court OKs Cash Collateral Access Thru Jan 2024
OSAIC HOLDINGS: Moody's Puts 'B2' CFR on Review for Downgrade
OSHKOSH REFURB: Seeks Cash Collateral Access
OSMOSE UTILITIES: S&P Alters Outlook to Stable, Affirms 'B' ICR
OUTERSTUFF LLC: S&P Updates ICR to 'CCC+', Outlook Stable
PARTNERS RISK: Case Summary & One Unsecured Creditors
PAX THERAPY: Court OKs Cash Collateral Access on Final Basis
PENN CENTER: Court OKs Cash Collateral Access Thru Dec 28
PERSIMMON HOLLOW: Wins Interim Cash Collateral Access
PETIQ LLC: Moody's Hikes CFR to 'B2', Outlook Stable
PGT INNOVATIONS: Moody's Puts 'Ba3' CFR Under Review for Upgrade
PHUNWARE INC: L1 Capital Global Has 9.3% Stake as of Dec. 9
PLATINUM BEAUTY: Court OKs Cash Collateral Access on Final Basis
PONTOON BREWING: Court OKs Interim Cash Collateral Access
PRECIPIO INC: Management Shares Thoughts on 2023
PRINCESS PORT: Seeks to Hire Totaro & Shanahan as Legal Counsel
PROFRAC HOLDINGS: S&P Downgrades ICR to 'B-', On Watch Developing
PROMEDICA HEALTH: Moody's Alters Outlook on 'Ba2' Rating to Stable
PURPLE PEONY: Seeks Cash Collateral Access
QUALITY IRON: Seeks to Hire Butler Snow as Bankruptcy Counsel
R&D TRANSPORT: Hires Busenbark Clark & Associates as Accountant
RANGE PARENT: S&P Downgrades ICR to 'SD' on Debt-Restructuring
RAWHIDE ACQUISITION: Case Summary & One Unsecured Creditor
RC EMPIRE: Ronald Friedman of Rimon PC Named Subchapter V Trustee
RESCOM LTD: Court OKs Cash Collateral Access Thru Dec 31
RGV PUMP & EQUIPMENT: Files for Chapter 11 Bankruptcy
RGV PUMP: Court OKs Cash Collateral Access Thru Jan 2024
RISING STAR: Court OKs Deal on Cash Collateral Access
ROCHESTER MATH: Court OKs Interim Cash Access Thru Jan 2024
RODA LLC: Court OKs Cash Collateral Access Thru Feb 2024
RUBY-GORDON INC: Seeks Approval to Conduct Sale at Henrietta Store
SAVVYAN TECHNOLOGIES: Court OKs Cash Access Thru Jan 2024
SERVICE CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable
SHIELDS NURSING: Blanca Castro Submits First PCO Report
SHIFT TECHNOLOGIES: Committee Taps Fox Rothschild as Legal Counsel
SOLARIS MARKETING: Court OKs Interim Cash Collateral Access
SOLARIS MARKETING: Michael DeLeo Named Subchapter V Trustee
SPORTS AND FITNESS: Files Emergency Bid to Use Cash Collateral
STEEL METHOD: Seeks Cash Collateral Access
STONEMOR INC: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable
THREE DELUNA: Court OKs Interim Cash Collateral Access
TOPPOS LLC: Seeks to Hire Marcus & Millichap as Real Estate Agent
TORTOISEECOFIN PARENT: S&P Raises ICR to 'CCC+', Outlook Negative
TOTAL AUTO: Wins Cash Collateral Access
TPT GLOBAL: Posts $342K Net Loss in Third Quarter
TYCHE HOLDINGS: Hires Miranda & Maldonado as Bankruptcy Counsel
UPHEALTH HOLDINGS: Wins Cash Collateral Access on Final Basis
URBAN ONE: TCS Capital Entities Report 6.2% of Class A Shares
US STEEL: Moody's Puts 'Ba3' CFR Under Review for Upgrade
VENTURE INC: Court OKs Cash Collateral Access on Final Basis
VENUS CONCEPT: Nasdaq Schedules Hearing for Feb. 29
VIVAKOR INC: Gets Nasdaq Notice After Board Member Resigns
WAITS RV: Unsecureds Owed $819K to Get Some Distribution in Plan
WEST COAST HOSPITALITY: Hires B/Val CPAs & Advisors as Accountant
WESTERN DIGITAL: Egan-Jones Hikes Senior Unsecured Ratings to BB+
WESTERN URANIUM: MMCAP, MM Asset Report 9.99% Equity Stake
WHITESTONE UPTOWN: Court OKs Cash Collateral Access Thru Dec 31
WHITESTONE UPTOWN: Seeks to Tap Joyce W. Lindauer as Legal Counsel
YOLKED LLC: Seeks to Tap Joyce W. Lindauer as Bankruptcy Counsel
ZAIRY ATS: Court OKs Cash Collateral Access on Final Basis
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
3210-12 WALBROOK: Lawrence Katz Named Subchapter V Trustee
----------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Lawrence Katz of
Hirschler Fleischer, PC as Subchapter V trustee for 3210-12
Walbrook Ave, LLC.
Mr. Katz will be paid an hourly fee of $595 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Katz declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Lawrence A. Katz
Hirschler Fleischer, PC
1676 International Drive, Suite 1350
Tysons Corner, VA 22102-4940
Phone: (703) 584-8901
Email: LKatz@hirschlerlaw.com
About 3210-12 Walbrook
3210-12 Walbrook Ave, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No.
23-11997) on Dec. 8, 2023, with $1 million to $10 million in assets
and $100,001 to $500,000 in liabilities. The petition was filed pro
se.
4E BRANDS: Survey Results Show Judge's Fee Dispute Impartiality
---------------------------------------------------------------
Akiko Matsuda of The Wall Street Journal reports that creditors of
4E Brands say findings of a survey they commissioned support their
case for Judge Marvin Isgur of the U.S. Bankruptcy Court in Houston
to recuse himself from weighing in on a dispute over legal fees the
maker of hand sanitizer paid its law firm.
The creditors are seeking the return to 4E Brands of fees it paid
to the Jackson Walker law firm. The creditors say Isgur shouldn't
rule on their request because of his friendship and professional
relationship of more than two decades with David R. Jones, a former
bankruptcy judge who had been handling the company’s chapter 11
case.
About 4E Brands North America
4e Brands North America, LLC, is a manufacturer of personal care
and hygiene products based in San Antonio, Texas. Its brand name
products include Blumen Hand Sanitizer, Assured Hand Sanitizer,
and
various other hand sanitizers and hand soaps. The Debtor is no
longer operating.
4e Brands North America sought Chapter 11 bankruptcy protection
(Bankr. S.D. Texas Case No. 22-50009) on Feb. 22, 2022, with up to
$50,000 in assets and up to $50 million in liabilities. David
Dunn, chief restructuring officer, signed the petition.
The case is handled by Judge David R. Jones.
Matthew D. Cavenaugh, Esq., at Jackson Walker, LLP, is the
Debtor's
legal counsel. Stretto is the claims agent.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on March 1, 2022. The committee tapped Tucker
Ellis, LLP as bankruptcy counsel; Munsch Hardt Kopf & Harr, P.C.,
as Texas counsel; and Oxford Restructuring Advisors, LLC, as
financial advisor.
AMERICAN LAND: Wins Cash Collateral Access Thru Dec 31
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, authorized American Land Investments, Ltd. to
continue using cash collateral on an interim basis in accordance
with the budget.
As previously reported by the Troubled Company Reporter, prior to
the commencement of the bankruptcy case, Minster Bank was the
Debtor's primary bank. The Debtor's obligations to Minster Bank
were evidenced several Promissory Notes including one dated
September 25, 2006, in the face principal amount of $330,000 and
Promissory Note dated as of October 1, 2009, in the face principal
amount of $50,000.
The loans evidenced by the Senior Secured Loan Documents have been
declared in default. The total principal indebtedness claimed to be
owing to Minster Bank under the Senior Secured Loan Documents, as
of the Petition Date, is approximately $561,866.
The Court said unless extended by a writing executed by the Parties
or by further stipulation or order, the Debtor's right to use cash
collateral terminates the earlier of:
(a) December 31, 2023;
(b) five business days following the Debtor's and/or the
Receiver's receipt from Minster Bank of written notice that the
Debtor is in default of the Order, which default remains uncured
during the five business day period and pursuant to which the
Debtor has not raised any dispute that it is in default;
(c) upon entry of a Court order finding that the Debtor is in
default of the Stipulation and Order;
(d) the effective date of any plan confirmed in the case;
(e) unless filed by the Debtor, in which case termination will
occur upon the filing of the motion, the date of entry of an order
dismissing the Chapter 11 case or converting the Chapter 11 case to
a Chapter 7 case, or removing the Debtor and appointing a Chapter
11 trustee or a Subchapter V Trustee or examiner or other
responsible person in the Chapter 11 case;
(f) the date of entry of an order granting relief from the
automatic stay for any purpose in respect of any of the Collateral;
and
(g) the entry of an order reversing, revoking, modifying,
amending, staying, rescinding or supplementing the Order.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=z5hEFg from PacerMonitor.com.
The Debtor projects $17,550 in total income and $12,546 in total
expenses for December 2023.
About American Land Investments
American Land Investments, LTD. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-30539) on
April 7, 2023, with as much as $1 million in both assets and
liabilities. Duaine Liette, sole member, signed the petition.
Judge Guy R. Humphrey oversees the case.
The Debtor tapped Paul H. Shaneyfelt, Esq., at Shaneyfelt &
Associates, LLC as legal counsel and FocusCFO as accountant.
AMTECH SYSTEMS: Secures Forbearance with UMB Bank Thru Jan. 2025
----------------------------------------------------------------
Amtech Systems, Inc. disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that at September 30, 2023, the
Company was not in compliance with the Debt to EBITDA and Fixed
Charge Coverage Ratio financial covenants under the Company's Loan
and Security Agreement with UMB Bank, N.A. dated as of January 17,
2023.
On December 5, 2023, the Company entered into a Forbearance &
Modification Agreement with the Lender pursuant to which the Lender
agreed to forbear from exercising the rights and remedies available
to it as a result of such default. The Company will be operating
under the terms of such Forbearance Agreement through January 17,
2025.
The Forbearance Agreement amends the Loan Agreement to, among other
things:
* Increase the availability under the revolving line of credit
from $8 million to $14 million;
* Extend the maturity date of the Revolver one year to January
17, 2025;
* Reduce the term loan commitment from $12 million to $4.42
million;
* Extend the Term Loan maturity date from January 17, 2028 to
January 17, 2029;
* Reduce the Term Loan monthly payments from $235,204 to
$73,720; and
* Replace the current rate of interest for both the Revolver
and the Term Loan with a floating per annum rate of interest equal
to the Prime Rate, adjusted daily, plus the Applicable Margin (as
such terms are defined in the Loan Agreement).
With respect to the financial covenants under the original Loan
Agreement, the following changes were made:
* The Debt to EBIDTA financial covenant was replaced with the
following Minimum EBITDA covenant: maintaining, on a consolidated
basis, a minimum consolidated EBITDA for the fiscal quarter ending
December 31, 2023 through the twelve-month period ending September
30, 2024, based on a building four quarters (as described in the
Loan Agreement); and
* The compliance period for the Fixed Charge Coverage Ratio
covenant was deferred to the fiscal year ending September 30, 2024,
and is based on the following; a ratio of (a) the total for such
fiscal year of EBITDAR minus the sum of all income taxes paid in
cash plus cash dividends/distributions plus maintenance Capital
Expenditures plus management fees paid in cash, to (b) the sum for
such fiscal quarter of (1) Interest Charges (as defined in the Loan
Agreement) plus (2) required payments of principal on Debt (as
defined in the Loan Agreement) (including the Term Loan, but
excluding the Revolver) plus (3) operating lease/rent expense, of
not less than 1.30 to 1 based on a trailing four (4) quarter
basis.
About Amtech Systems, Inc.
Arizona-based Amtech Systems, Inc. is a global manufacturer of
capital equipment, including thermal processing, wafer polishing
and cleaning, and related consumables used in fabricating
semiconductor devices, such as silicon carbide (SiC) and silicon
power devices, analog and discrete devices, electronic assemblies,
and light-emitting diodes (LEDs). It sell these products to
semiconductor device and module manufacturers worldwide,
particularly in Asia, North America and Europe. The Company's
strategic focus is on semiconductor growth opportunities in power
electronics, sensors and analog devices leveraging our strength in
our core competencies in thermal and substrate processing. It is a
market leader in the high-end power chip market (SiC substrates,
300mm horizontal thermal reactors, and electronic assemblies used
in power, RF, and other advanced applications), developing, and
supplying essential equipment and consumables used in the
semiconductor industry.
As of September 30, 2023, the Company has $137.02 million in total
assets and $48.66 million in total liabilities.
AMTECH SYSTEMS: Unveils Fourth Quarter Fiscal 2023 Business Update
------------------------------------------------------------------
Amtech Systems, Inc. has announced a summary of its revenue and
business status as of September 30, 2023.
Fourth Quarter Fiscal 2023 Business Update includes:
* Net revenue of $27.7 million
* Customer orders of $18.2 million
* Book to bill ratio of 0.7:1
Fiscal 2023 Business Update includes:
* Net revenue of $113.3 million
* Customer orders of $103.9 million
* Book to bill ratio of 0.9:1
* Backlog of $51.8 million
Due to the prolonged downturn and general economic conditions in
the semiconductor industry and delays in the adoption of next-gen
polishing tools, the Company anticipates an impairment charge in
our Material and Substrate segment as of September 30, 2023. Due to
the complexity and judgment involved in the valuation and
impairment analyses, we are working with our external auditors to
finalize the audit procedures. When complete, the Company will
issue a press release with its fourth quarter and full-year fiscal
2023 financial results as well as file its Annual Report on Form
10-K.
"We experienced continued softness in demand across several of our
end markets during the fourth quarter and have taken actions to
reduce fixed costs and expenses. These actions include a reduction
in force at each of our businesses, as well as a decision to exit
the legacy PR Hoffman equipment business. The long-term
opportunities for Amtech's products remain strong, and the actions
we are taking will allow us to significantly improve profitability
as demand recovers," commented Bob Daigle, Chief Executive Officer
of Amtech.
Net revenues decreased 10% sequentially and 14% from the fourth
quarter of fiscal 2022. The decrease from prior year is primarily
attributable to lower shipments from our Shanghai manufacturing
facility partially offset by an increase in shipments of our high
temperature belt furnaces and the addition of Entrepix in fiscal
2023. The sequential decrease is primarily due to a decrease in
equipment shipments across our business segments. We are
experiencing lower bookings in multiple areas of our business due
to the softness in the semiconductor market.
Unrestricted cash and cash equivalents at September 30, 2023, were
$13.1 million dollars, compared to $14.3 million dollars at June
30, 2023.
"At September 30, 2023, we were not in compliance with the Debt to
EBITDA and Fixed Charge Coverage Ratio financial covenants under
our Loan Agreement. On December 5, 2023, we entered into a
Forbearance & Modification Agreement with UMB Bank related to such
non-compliance, pursuant to which UMB Bank agreed to forbear from
exercising its rights and remedies available to it as a result of
such defaults. We will be operating under the terms of this
Forbearance Agreement through January 17, 2025."
Outlook
Operating results can be significantly impacted, positively or
negatively, by the timing of orders, system shipments, logistical
challenges, and the financial results of semiconductor
manufacturers. Additionally, the semiconductor equipment industries
can be cyclical and inherently impacted by changes in market
demand. Actual results may differ materially in the weeks and
months ahead.
"For the first fiscal quarter ending December 31, 2023, we expect
revenues in the range of $21 - $24 million with EBITDA nominally
negative. Although the near-term outlook for revenue and earnings
is challenging, we remain confident that the long-term outlook is
strong for both our consumables and equipment serving advanced
mobility and advanced packaging applications." "We took actions
during the first quarter of fiscal 2024, which will reduce Amtech's
structural costs by approximately $4 million annually and better
align product pricing with value. These steps will significantly
improve results and enhance profitability through market cycles."
A portion of Amtech's results is denominated in Renminbis, a
Chinese currency. The outlook provided is based on an assumed
exchange rate between the United States Dollar and the Renminbi.
Changes in the value of the Renminbi in relation to the United
States Dollar could cause actual results to differ from
expectations.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
http://tinyurl.com/377p7dty
About Amtech Systems, Inc.
Arizona-based Amtech Systems, Inc. is a global manufacturer of
capital equipment, including thermal processing, wafer polishing
and cleaning, and related consumables used in fabricating
semiconductor devices, such as silicon carbide (SiC) and silicon
power devices, analog and discrete devices, electronic assemblies,
and light-emitting diodes (LEDs). It sell these products to
semiconductor device and module manufacturers worldwide,
particularly in Asia, North America and Europe. The Company's
strategic focus is on semiconductor growth opportunities in power
electronics, sensors and analog devices leveraging our strength in
our core competencies in thermal and substrate processing. It is a
market leader in the high-end power chip market (SiC substrates,
300mm horizontal thermal reactors, and electronic assemblies used
in power, RF, and other advanced applications), developing, and
supplying myessential equipment and consumables used in the
semiconductor industry.
As of September 30, 2023, the Company has $137.02 million in total
assets and $48.66 million in total liabilities.
Amtech Systems has disclosed that at September 30, 2023, the
Company was not in compliance with the Debt to EBITDA and Fixed
Charge Coverage Ratio financial covenants under the Company's Loan
and Security Agreement with UMB Bank, N.A. dated as of January 17,
2023. The Company has entered into a Forbearance & Modification
Agreement with the Lender pursuant to which the Lender agreed to
forbear from exercising the rights and remedies available to it as
a result of such default. The Company will be operating under the
terms of such Forbearance Agreement through January 17, 2025.
ARCITERRA NOBLE: Seeks Cash Collateral Access
---------------------------------------------
ArciTerra Noble West Noblesville IN, LLC asks the U.S. Bankruptcy
Court for the Southern District of Indiana, Indianapolis Division,
for authority to use cash collateral and provide adequate
protection.
In May 2023 a group of alleged creditors of the Debtor, including
Circle City Outdoors, Dream Construction, and Styner, LLC, filed
Case No. 29D02-2305-PL-004542 against the Debtor and approximately
a dozen other ArciTerra entities with Indiana commercial
properties, including but not limited to, ArciTerra Vermont
Indianapolis, LLC, in the Superior Court in Hamilton County Indiana
seeking to collect a variety of unpaid debts for services provided
to the Debtor and/or the other ArciTerra Defendants, and seeking
appointment of a receiver over the Debtor's property and
operations.
On August 18, 2023 the State Court issued its Order on Plaintiffs'
Emergency Motion for Appointment of Receiver by which the State
Court appointed Martha R. Lehman to serve as Receiver over the
Debtor’s operations and the Property.
Pursuant to the terms of a Property Management Agreement, the
Receiver engaged Halakar, LLC to manage the Property beginning on
September 1, 2023.
The Receiver also entered into an Exclusive Listing Agreement with
Halakar by which Halakar was granted the exclusive right to lease
the Property on behalf of the Receiver, during the period between
September 30, 2023 and May 31, 2024.
The Receiver also entered into an agreement with Riser Retail
Group, Ltd. by which Riser was granted the exclusive right to list
and sell the Property on behalf of the Receiver, during the period
from October 20, 2023 through April 30, 2024.
On the advice of Riser, the property was listed for sale for $15.4
million.
Prior to the Petition Date, Riser and the Receiver received
multiple offers to purchase the Property for the List Price,
including at least one offer that was a "cash offer" that was not
contingent on financing.
On November 30, 2018, the Debtor entered into a Loan Agreement with
Alliant Credit Union whereby Alliant loaned the Debtor $14.140
million.
In conjunction with the Loan Agreement, the Debtor executed a
Promissory Note of the same date in the original principal amount
of $14.140 million and also executed a Mortgage, Security
Agreement, Assignment of Rents and Leases and Fixture Filing,
securing the repayment of the Alliant Loan and the performance of
the covenants and agreements contained in the Loan Agreement.
Pursuant to the Mortgage, the Debtor granted Alliant a first
priority mortgage lien and security interest in the Property
including all real estate and improvements and the Mortgage
included an assignment of rents. The Mortgage was recorded on
December 4, 2018 as Instrument No. 2018056273 in the Office of the
Recorder of Hamilton County, Indiana.
On August 4, 2023, Alliant Credit Union filed its Complaint to
Foreclose Mortgage on Commercial Real Estate for Breach of Note and
Guaranty, and for Appointment of a Receiver as Case No.
29D02-2308-MF-007315 in the State Court.
The Alliant Complaint alleged that the Debtor and Larmore defaulted
under the terms of the Alliant Loan Documents by, among other
things, failing to make payments due on the Note, allowing the
filing of a mechanics lien claim on the Property, and failure to
provide required business and financial reporting documents. The
Alliant Complaint also alleged that a material adverse change had
occurred in the financial condition of Larmore.
As of July 31, 2023, Alliant alleged the following amounts were due
on the Alliant Loan, with interest continuing to accrue at the
default rate of $3,610 per diem.
Alliant may be entitled to adequate protection of its interests in
the Debtor's cash collateral, including for any diminution in value
of the cash collateral.
Alliant will be granted replacement liens over post-petition cash
collateral, to the same extent, validity and priority of
pre-petition liens.
The Debtor will operate under the 14-week cash collateral budget,
which covers the Petition Date through April 1, 2023.
The Debtor will pay $106,000 to Alliant on or before January 15,
2024 and on or before the 15th day of each month thereafter during
the interim period.
A copy of the motion and budget is available at
https://urlcurt.com/u?l=AtWQ81 from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$5,810 for the week starting December 25, 2023;
$8,970 for the week starting January 1, 2024;
$5,022 for the week starting January 8, 2024;
$40,799 for the week starting January 15, 2024;
$1,000 for the week starting January 22, 2024; and
$47,560 for the week starting January 29, 2024.
About ArciTerra Noble West Noblesville IN, LLC
ArciTerra Noble West Noblesville IN, LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-05540) on December
13, 2023. In the petition signed by Martha R. Lehman, as receiver,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge Jeffrey J. Graham oversees the case.
Wendy Brewer, Esq., at FULTZ MADDOX DICKENS, PLC, represents the
Debtor as legal counsel.
AULT ALLIANCE: Receives $41.5M Investment From Ault & Company
-------------------------------------------------------------
Ault Alliance, Inc. announced the closing of a $41.5 million
financing with Ault & Company, Inc., an affiliate of the Company,
pursuant to the Securities Purchase Agreement entered into between
the Company and A&C on Nov. 6, 2023.
The Financing had three separate closings, all of which occurred on
Dec. 14, 2023. The Company utilized proceeds from the closings to
pay off the $20.4 million owed to the Company's senior lenders as
well as repay the $17.5 million owed to A&C under the senior
secured convertible promissory note issued on Oct. 13, 2023. The
Company issued 41,500 shares of Series C convertible preferred
stock to A&C which, while subject to adjustment in the future, are
as of the date of the Agreement convertible into approximately 198
million shares of the Company's common stock at a conversion price
of $0.2098 per share and warrants to purchase approximately 307
million shares of Common Stock at $0.1353 per share.
On Dec. 14, 2023, the Common Stock closed at $0.088 per share.
Consequently, the Conversion Price constitutes approximately 238%
of the Closing Price, while the Exercise Price represents
approximately 154% of the Closing Price.
The issuance of Common Stock, upon either the conversion of the
Preferred Stock or the exercise of the Warrants, is subject to
approval of the NYSE American and the Company's stockholders.
The Company, along with its wholly owned subsidiaries Sentinum,
Inc., Third Avenue Apartments LLC, Alliance Cloud Services, LLC,
BNI Montana, LLC, Ault Lending, LLC, Ault Global Real Estate
Equities, Inc. and Ault Aviation, LLC entered into a Loan and
Guaranty Agreement with the Lenders, pursuant to which the
Guarantors guaranteed the repayment of secured promissory notes
issued by the Lenders in the aggregate amount of $38,918,919 to
A&C.
The Company believes that it is important for investors to
understand that the net effect of this transaction is, in essence,
to replace a third party lender with A&C, a lender that is
affiliated with the Company. For one, a related party must meet
certain criteria governing the terms of the transaction that AAI's
principal regulator, the NYSE American, would not require of an
arm's length third party. Further, and of equal if not greater
value to the Company's stockholders, by virtue of the principals of
A&C being very similar to those of the Company, these individuals
have an inherent vested interest in seeing the Company succeed,
which cannot, as a general rule, be said for unaffiliated parties.
A&C has assumed what was previously a debt owed by the Company to a
third party lender and used the funds lent to it to not only
bolster the Company's financial position but free it from arduous
obligations contained in the loan documents with the third party
lender. While the Company and certain of its subsidiaries and
affiliates have guaranteed the debt owed by A&C to the third party,
it is no longer the actual debtor, having issued equity to
eliminate its own debt to the lender.
Milton "Todd" Ault, III, the Company's executive chairman and the
chief executive officer of Ault & Company, stated, "The Company and
its management entered into the foregoing transactions based on
their collective belief in the Company's future and the path laid
out over the previous few years. As stewards of both Ault &
Company and Ault Alliance, which are led by essentially the same
individuals, our leadership team has a unique, dual perspective
that reinforces our commitment to this course of action. By
securing a majority beneficial ownership of Ault Alliance through
this process, subject to approval of the Company's stockholders at
the Company's forthcoming annual meeting, we are not only
demonstrating our confidence in the Company's future but also
actively shaping it. I strongly believe that this financing will
fortify the Company's capital structure and its balance sheet. As
a result of closing of this financing, the Company is poised to
improve its profitability and cash flow as well as position itself
for strong future growth."
Mr. Ault added that "As an activist investor focused on identifying
value, particularly the equity of undervalued companies, I have
consistently communicated to the market the value I perceive in
Ault Alliance. I remain convinced that Ault Alliance's assets are
significantly undervalued, and my macro-outlook for the Company is
more robust than ever. Through this financing, the Company has
secured $41.5 million in new equity, enabling us to further
strengthen our existing assets and keep growing its operations, as
we have since current management assumed control of the Company."
About Ault Alliance Inc.
Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly- and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which the Company mines Bitcoin, and provides mission-critical
products that support a diverse range of industries, including
crane services, oil exploration, defense/aerospace, industrial,
automotive, medical/biopharma, consumer electronics, hotel
operations and textiles. In addition, the Company extends credit to
select entrepreneurial businesses through a licensed lending
subsidiary.
Ault Alliance reported a net loss of $189.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $23.04 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$526.91 million in total assets, $336.56 million in total
liabilities, and $190.34 million in total stockholders' equity.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has a working capital
deficiency, has incurred net losses and needs to raise additional
funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
AUSTIN CONVENTION: S&P Affirms 'BB+' Bond Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' rating on the senior bond on
Austin Convention Enterprises Inc. (ACE)and raised the rating on
the subordinated bond to 'B+' from 'B'.
The stable outlook reflects S&P's view that both senior and
subordinated debt would have sufficient liquidity to weather a
material revenue decline during ACC's expansion, that the risk of
bond acceleration is fairly mitigated by the amendment, and the
hotel's performance being in line with our expectation for the rest
of 2023.
ACE owns Hilton Austin, an 801-room, full-service hotel in downtown
Austin, adjacent to the ACC. The hotel opened on Dec. 27, 2003, and
operates in a 31-story tower (24 of which are occupied by the
hotel) with about 98,800 square feet of meeting space (including
pre-function space). Below the hotel is a 750-space parking garage,
of which the hotel operates 600 spaces.
The risk of bond acceleration is fairly mitigated due to the third
amendment to the indenture. ACE received final approval on Sept.
22, 2023, which provides a conditional waiver for the event of
default triggered by ACC's closure. In addition, the city approved
a $25 million debt service loan to support senior and subordinated
debt payments and two capex loans ($13.75 million total) for
capital improvement during ACC construction. The $25 million debt
service loan covers two years of senior debt payments or five years
of subordinated debt payments by itself. The two capex loans are
available for capital improvements that fall under the definition
of life, health, and safety. All loans will be available for
drawdown only between start of ACC's construction and six to twenty
four months following reopening. Interest will be accrued before
Jan. 1, 2035, and principal and interest will be payable between
Jan. 1, 2035, and Jan. 1, 2040. The senior and subordinated hotel
revenue bonds mature on Jan. 1, 2034, one year before the loan's
principal and interest becomes due. All principal and interest
payments will be paid from the project's corporation account of
excess revenue fund, which is at the bottom of the cash flow
waterfall and therefore super-subordinated to any tranche of hotel
revenue bonds. As long as the city's loans are available for
drawdown, subject to terms, covenants, and conditions in the
amendment, the event of default triggered by the closure and
demolition of ACC will be waived. S&P believes this substantially
mitigates the bond acceleration risk.
Strong liquidity resiliency supports affirmation of the senior debt
rating and a one-notch upgrade for the subordinated debt. ACE shows
stronger resiliency under downside stress during ACC's expansion
period with $25 million additional city support exclusively for
senior and subordinated debt service. S&P said, "Under our downside
scenario, we built in an additional year of delay for ACC's
construction by assuming 60% stress on 2019 RevPAR for five years
instead of four years (2025-2029 planned construction) from our
previous analysis. Both tranches of debt would survive for at least
five years with drawdown from the debt service loan, operating
reserve, and the respective debt service reserves. Additional
liquidity and resilience under the additional delay we assumed in
our downside case support the affirmation." The one-notch upgrade
of the subordinated debt is driven by the tremendous benefit
provided by the city's debt service loan since the subordinated
debt could utilize over 60% of available debt service loan funds
under our downside forecast. This extends the survival period by
three more years compared with our previous analysis.
S&P said, "The stable outlook on ACE reflects our view that both
senior and subordinated debt would have sufficient liquidity to
weather a material revenue decline during ACC's expansion, that the
risk of bond acceleration is fairly mitigated by the third
amendment to the indenture, and the hotel's performance being in
line with our expectation for the rest of 2023. We expect the
minimum debt service coverage ratios (DSCR) in 2025 of 1.86x for
the senior debt and 1.31x for the subordinated debt.
"We could lower the ratings on the senior and/or subordinated debt
if the city fails to fulfill its obligation to provide the loan to
ACE if requested, which could pose significant concern about the
validity of the waiver and ACE's liquidity buffer. We could also
lower the ratings on both tranches if ACE's RevPAR recovery falls
or operating margin falls significantly below our expectation given
lower demand due to ACC's construction activities or an economic
recession, and if the minimum senior DSCR is at the lower end of
the 1.5x-2.5x range or minimum total consolidated DSCR is close to
1x for the subordinated debt on a consistent basis.
"We could raise the ratings on the senior or subordinated debt if
the hotel consistently outperforms our base-case forecast despite
ACC construction interruptions, leading to a minimum senior DSCR
approaching 2.5x for the senior debt or total consolidated DSCR
approaching 1.5x for the subordinated debt on a consistent basis."
AYRO INC: CFO Appointed Interim President of Operating Unit
-----------------------------------------------------------
AYRO, Inc. announced the appointment of its chief financial officer
David Hollingsworth as interim president of the operations division
of AYRO, AYRO Operating Company, Inc. Mr. Hollingsworth will
continue with his ongoing duties as the parent company's CFO, chief
information officer and chief human resources officer. Mr.
Hollingsworth's appointment follows Tom Wittenschlaeger's recent
departure from AYRO.
Mr. Hollingsworth commented, "AYRO is in a unique position as we
have successfully developed what we believe is an innovation in the
EV space, with a new model developed and selling, and other
technology still under development. At this stage, we are focused
on bringing our innovative vehicles to market in the most efficient
and cost effective manner to maximize sales opportunities while
also prudently managing our expenses. In addition to our internal
efforts, we are also seeking partnerships or other opportunities
that would enable us to achieve this objective.
"Concurrently, we are evaluating our current processes in an effort
to rationalize our costs and make the business more efficient with
the objective of minimizing our cash burn. With $48 million in
cash on our balance sheet and with 4.9 million shares outstanding,
we are committed to protecting cash and creating value for our
shareholders. Given the progress made to date, I am confident in
our future and excited about the opportunities ahead," concluded
Mr. Hollingsworth.
Prior to his CFO appointment, Mr. Hollingsworth served as AYRO's
Controller and prior to that he was Controller for Wondercide, LLC,
Bridgepoint Consulting, CPI Products, and Sunworks, Inc. Over the
span of his career, he has supported companies through tremendous
growth and subsequent sales while overseeing all accounting and
financial functions, directed human resources, and designed and
implemented performance criteria and tracking. Additionally, he
manages the data fusion that spans inventory, supply chain,
manufacturing and post-sales support of AYRO's entire product line.
Mr. Hollingsworth is a senior level accounting professional with
extensive experience in financial reporting, analysis, regulation,
and supervision and holds a Master of Business Administration from
Weber State University and a Bachelor of Science degree in
Accounting from Brigham Young University – Idaho.
In connection with Mr. Hollingsworth's appointment, his base salary
was increased to $270,000 per annum, and Mr. Hollingsworth will be
paid a one-time cash bonus of $25,000. There is no arrangement or
understanding between Mr. Hollingsworth and any other person
pursuant to which he was appointed as interim president of AYRO
Operating. There are no family relationships between Mr.
Hollingsworth and any of the Company's directors, executive
officers or persons nominated or chosen by the Company to become a
director or executive officer of the Company.
About AYRO
Texas-based AYRO, Inc., formerly known as DropCar, Inc. --
http://www.ayro.com-- engineers and manufactures purpose-built
electric vehicles to enable sustainable fleets. AYRO's EVs are an
eco-friendly microdistribution alternative to gasoline vehicles.
Ayro, Inc. reported a net loss of $22.94 million in 2022, a net
loss of $33.08 million in 2021, a a net loss of $10.76 million in
2020, a net loss of $8.66 million in 2019, and a net loss of $18.75
million in 2018. For the nine months ended Sept. 30, 2023, the
Company incurred a net loss of $24.07 million.
BARKER SLEEP: Court OKs Cash Collateral Access Thru Jan 4
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Northern Division at Knoxville, authorized Barker Sleep Medicine
Professionals, PLLC to use cash collateral, on an interim basis, in
accordance with the budget, with a 10% variance, through January 4,
2023.
The Debtor requires the use of cash collateral to pay ordinary
operating expenses to preserve and protect its business.
The Debtor has a consensual secured creditor known to it that
asserts a security interest in the Debtor's property, including its
cash collateral as that term is defined in 11 U.S.C. section
363(a). The creditor is Pinnacle Bank, who is owed approximately
$418,275 on the Note as of the Petition Date.
GFE Holdings, Inc.; Kapitus LLC; Legend Funding, Inc.; OnDeck
Capital, Inc.; and Rapid Finance Services (Small Business Financial
Services, LLC) also have an interest in BSMP's accounts receivable.
BSMP maintains the interest of the Other Secured Lenders in its
accounts receivable is inferior to the interest of Pinnacle Bank.
In addition to all existing liens held by Pinnacle Bank, as
adequate protection for, and to the extent of, any diminution in
the value of Pinnacle Bank's interest in cash collateral from and
after the Petition Date, Pinnacle Bank is granted, as additional
security, effective as of the Petition Date (and without the
necessity of the execution by the Debtor, or filing, of security
agreements, pledge agreements, financing statements or otherwise),
a valid and perfected replacement lien under 11 U.S.C. Sections
361(2) and 363(f)(3), identical in scope, description, and priority
and perfected to the same extent as the Pinnacle Bank pre-petition
lien in accounts receivable, including, but not limited to all
healthcare insurance receivables, cash, money, deposit accounts,
and inventory- The Replacement Lien is deemed valid and duly
perfected as of the Petition Date and shall be valid and
enforceable against any trustee appointed in the Chapter 11 case or
in any subsequent proceedings upon the conversion of the Chapter 11
case to a case under Chapter 7 of the Bankruptcy Code.
Other Secured Lenders, without further action or documentation, are
granted a replacement lien under 11 U.S.C. Sections 361(2) and
363(f)(3) to the same extent, validity, and priority that existed
in the prepetition property of the bankruptcy estate securing the
indebtedness owed to them in accounts receivable, and any other
cash collateral that Debtor has generated or will generate
post-petition, to the same nature, extent, priority, and validity
that their liens existed at filing, and said replacement lien shall
be deemed perfected and binding to the same extent that the lien
was perfected and binding prepetition without the necessity of
filing any documents otherwise required under non-bankruptcy law.
A second interim hearing on the matter is set for January 24, 2024
at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=muOSJh
from PacerMonitor.com.
About Barker Sleep Medicine Professionals, PLLC
Barker Sleep Medicine Professionals, PLLC helps patients suffering
from a sleep disorder.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 23-32132) on December
11, 2023. In the petition signed by Rosanne S. Barker, authorized
representative of the Debtor, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Suzanne H. Bauknight oversees the case.
Maurice K. Guinn, Esq., at Gentry, Tipton and McLemore, PC,
represents the Debtor as legal counsel.
BEECH INTERNATIONAL: S&P Affirms 'CC' LT ICR, Outlook Negative
--------------------------------------------------------------
S&P Global Ratings affirmed its 'CC' long-term rating on
Philadelphia Authority for Industrial Development, Pa.'s series
2010A student housing revenue bonds, issued for Beech International
LLC (Beech International Apartments) and removed the rating from
CreditWatch, where it was placed on Nov. 14, 2023, with negative
implications. The outlook is negative.
"The negative outlook reflects our continued view of the low
likelihood of Beech being able to make the June 2024 principal
payment," said S&P Global Ratings credit analyst Gauri Gupta. "The
CreditWatch removal reflects Beech International Apartments timely
payment of its interest-only payment of $400,875 on Dec. 15, 2023,
and the continued support from the parent organization Beech
Interplex."
S&P said, "The negative outlook reflects our view that there
continues to be limited reserves and rental revenues available to
make the next June 2024 principal payment coupled with the low
financials resources available at the parent organization to
support the project in perpetuity. We continue to believe that
there is a high likelihood of default during the outlook period
absent external support or restructuring of the project."
BELA FLOR: Hearing to Approve Bid Rules Set for Jan. 3
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas is set
to hold a hearing on Jan. 3 to consider approval of the bid rules
proposed by Bela Flor Nurseries, Inc.
Bela Flor and its affiliates are selling most of their assets,
including their real properties in Missouri and Texas, and personal
properties used to operate their business.
The companies have resorted to selling their assets after the court
denied their request to obtain a loan to get through bankruptcy.
The assets will be put up for bidding to "maximize the value" of
the companies' estates, according to court filings.
Under the proposed bid procedures, the deadline for interested
buyers to place their bids on the assets is on Jan. 5, at 4:00 p.m.
(prevailing Central Time).
An auction will be conducted on Jan. 19 if the companies receive
offers by the bid deadline while a hearing on the sale of the
assets to the winning bidder will be held on Jan. 26.
The companies may select a stalking horse bidder who makes an offer
of at least $500,000 for the assets. The deadline to select the
stalking horse bidder is on Jan. 2.
In the event it is not selected as the winning bidder at the
auction, the stalking horse bidder will receive a break-up fee of
up to 2% of its proposed purchase price.
About Bela Flor Nurseries
Bela Flor Nurseries, Inc. operates in the horticulture and retail
gardening industry. The company currently grows from seed and
cutting annual flowers, vegetables, bulbs, and floral items for
wholesalers, landscapers and retailers.
Bela Flor and several affiliates filed Chapter 11 petitions (Bankr.
N.D. Texas Lead Case No. 23-42469) on Aug. 22, 2023. In the
petition signed by its chief restructuring officer, Mark Shapiro,
Bela Flor reported $10 million to $50 million in both assets and
liabilities.
Bela Flor is the operating company and SMB Holdings, LLC is the
primary real estate holding company. MFAF Holdings, LLC and CHIC
Holdings, LLC are wholly owned subsidiaries of SMB Holdings. SMB
Holdings owns several greenhouses in Austin, Texas, Carthage, Mo.,
and Jasper, Mo.; small lots in Henderson, Texas; and two corporate
houses in Harrisonville, Mo. MFAF Holdings holds two parcels of
land in Harrisonville while CHIC Holdings holds parcels of land in
Henderson. On the real property, the Debtors own and operate
several nurseries.
Judge Mark X. Mullin oversees the cases.
The Debtors tapped Husch Blackwell, LLP as bankruptcy counsel;
Truenorth Capital Partners, LLC as financial advisor and investment
banker; and B. Riley Advisory Services as restructuring advisor.
Mark Shapiro of B. Riley serves as chief restructuring officer.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Kilpatrick Townsend & Stockton, LLP.
BENGAL FIVE: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee, at
Chattanooga, authorized Bengal Five LLC DBA Super 8 Motel to use
cash collateral, on an interim basis, in accordance with the
budget.
The Debtor requires the immediate interim use of cash collateral to
operate its business and maximize its prospects for a successful
reorganization.
The Debtor is permitted to use cash collateral through the earlier
of (i) January 11, 2023; and (ii) the entry of a final order
authorizing the use of cash collateral; provided, however, that the
use of cash collateral will only be authorized for the actual and
necessary expenses of operating the Debtor's business during the
Usage Period as set forth in the Budget.
As adequte protection, SimplyBank is granted a valid, perfected and
enforceable continuing replacement lien and security interest in
and upon all assets of the Debtor existing on or after the Petition
Date of the same nature and type as the collateral securing the
Bank's Claim.
The Debtor will insure its property, including the Pre-Petition and
PostPetition Collateral against all risks to which it is exposed,
including loss, damage, fire, theft and all other such risks, in an
amount not less than the fair market value of such collateral, with
such companies, under such policies and in such form as is
appropriate for a business of a type similar to the Debtor using
sound business judgment.
A final hearing on the matter is set for January 11, 2023 at 9
a.m.
A copy of the order and the Debtor's budget is available at
https://urlcurt.com/u?l=iOUEpw from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$14,579 for the week starting December 24, 2023; and
$11,800 for the week starting December 31, 2023.
About Bengal Five LLC
Bengal Five LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 1:23-bk-12861-NWW) on
December 6, 2023. In the petition signed by AKM Shamsul Munir,
managing member, the Debtor disclosed up to $50,000 in both assets
and liabilities.
Judge Nicholas W. Whittenburg.
David J. Fulton, Esq., at Scarborough & Fulton, represents the
Debtor as legal counsel.
BENGAL FIVE: Lender Seeks to Prohibit Cash Collateral Access
------------------------------------------------------------
SimplyBank asks the U.S. Bankruptcy Court for the Eastern District
of Tennessee, Chattanooga to prohibit Bengal Five LLC dba Super 8
Hotel from using cash collateral.
SimplyBank, formerly Community National Bank, has filed claim
number 1 in this case as a secured claim. Claim number 1 is in the
amount of $2.3 million as of the petition date, including interest,
late charges and attorney fees and expenses incurred prior to
bankruptcy. To the extent SimplyBank is over-secured, interest late
charges and attorney's fees continue to accrue. The loan set forth
in claim number 1 is secured by what is commonly known as The Super
8 Hotel. 7024 McCutcheon Road, Chattanooga. Tennessee 37421
pursuant to a Tennessee Deed of Trust and Security Agreement
recorded in Book 11223 in the Register's Office of Hamilton County,
Tennessee. The rents and leases derived from the Secured Hotel are
secured pursuant to an Assignment of Leases and Rents recorded in
Book 11223. The personal property of the Debtor Loan is secured
pursuant to a U.S. Small Business Administration Security Agreement
and perfected by a fourth priority UCC-1 Financing Statement filed
with the Tennessee Secretary of State's Office on May 5, 2023 and
recorded in the ROHCT in Book 13269, securing all equipment,
fixtures, accounts, instruments, chattel paper, and general
intangibles.
The Debtor currently defaulted in the payment of installment
payments beginning with a partial installment payment due of
$13,500 for September 1, 2023 and full installment payments of
$18,500 each due for October, November and December 2023. The
Debtor also owes $16,541 in late charges for delinquent payments.
Real property taxes are also owed of approximately $82,252 as of
the filing date of the bankruptcy. The Loan was accelerated and
foreclosure set for December 7, 2023, but was halted by the
bankruptcy.
SimplyBank has also filed claim number 2 in the case as a secured
claim. Claim number 2 is in the amount of $484.854 as of the
petition date, including interest, late charges and attorney fees
and expenses incurred prior to bankruptcy. To the extent SimplyBank
is over-secured, interest late charges and attorney's fees continue
to accrue. The loan set forth in claim number 2 is secured by what
is commonly known as 2297, 2299, 2301, and 2303 Gale Lane,
Chattanooga, Tennessee 37421, three duplexes and an adjacent vacant
lot pursuant to a first priority Deed of Trust recorded in Book
11256, beginning at Page 40, ROHCT. The rents and leases derived
from the Secured Duplexes are secured pursuant to an Assignment of
Rents recorded in Book 11256.
The Debtor currently defaulted in the payment of installment
payments beginning with a partial installment payment due of $3,765
for October 23, 2023, and a full installment payment of $3,964 due
for November 23, 2023. Debtor in Possession also owes $10,532 in
late charges for delinquent payments. Real property taxes are also
owed on the Secured Duplexes of approximately $25,073 as of the
filing date of this bankruptcy. The Loan was accelerated and
foreclosure set for December 29, 2023, but was halted by the
bankruptcy.
Finally, SimplyBank has filed claim number 3 as a secured claim.
Claim number 3 is in the amount of $64,648 as of the petition date.
To the extent SimplyBank is over-secured, interest late charges and
attorney's fees continue to accrue. The loan set forth in claim
number 3 is secured by the Secured Duplexes pursuant to a second
priority Deed of Trust.
The Debtor defaulted in the payment of accrued interest of $607,
and expenses including title report cost of $150, an appraisal
expense of $966 and attorney fees of $8,702. Real property taxes
are also owed on the Secured Duplexes of approximately $25,073 as
of the filing date of the bankruptcy. The Loan was accelerated and
foreclosure set for December 29, 2023, but was halted by the
bankruptcy.
The Debtor is unable to adequately protect the interest of Simply
Bank and has not provided adequate protection to SimplyBank. The
Secured Hotel and Secured Duplexes continues to decrease in value
due to wear and tear of tenants and increasing real property taxes,
interest and penalties by the Debtor without adequate protection
provided to SimplyBank.
The Debtor has used and is continuing to use the cash collateral
rents from the Secured Hotel and Secured Duplexes without providing
adequate protection to SimplyBank for such use in violation of
U.S.C. section 363(c)(2).
SimplyBank has not received assurances that insurance is in effect
on the Secured Hotel and Secured Duplexes and that the insurance
premiums will be paid. There is a great risk of immediate harm to
the Secured Hotel and Secured Duplexes and SimplyBank's interests
cannot be adequately protected.
A hearing on the matter is set for January 11, 2023 at 9 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=VjDPwR
from PacerMonitor.com.
About Bengal Five LLC
Bengal Five LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 1:23-bk-12861-NWW) on
December 6, 2023. In the petition signed by AKM Shamsul Munir,
managing member, the Debtor disclosed up to $50,000 in both assets
and liabilities.
David J. Fulton, Esq., at Scarborough & Fulton, represents the
Debtor as legal counsel.
BIRD GLOBAL: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Bird Global, Inc.
392 NE 191st Street
#20388
Miami, FL 33179
Business Description: Bird Global, Inc., a micromobility operator,
is an electric vehicle company dedicated to
bringing affordable, environmentally
friendly transportation solutions such as
e-scooters and e-bikes to communities across
the world.
Chapter 11 Petition Date: December 20, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Bird Global, Inc. 23-20514
Bird Rides, Inc. 23-20515
Bird US Holdco, LLC 23-20516
Bird US Opco, LLC 23-20517
Skinny Labs, Inc. 23-20518
Judge: Hon. Laurel M. Isicoff
Debtors' Counsel: Paul Steven Singerman, Esq.
Jordi Guso, Esq.
Clay B. Roberts, Esq.
BERGER SINGERMAN LLP
1450 Brickell Avenue, Ste. 1900
Miami, FL 33131
Tel: (305) 755-9500
Fax: (305) 714-4340
Email: singerman@bergersingerman.com
jguso@bergersingerman.com
croberts@bergersingerman.com
Debtors'
Restructuring
Advisor: TENEO CAPITAL LLC
Debtors'
Notice &
Claims
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Lead Debtor's
Estimated Assets: $100 million to $500 million
Lead Debtor's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Christopher Rankin as chief
restructuring officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ARJLTMQ/Bird_Global_Inc__flsbke-23-20514__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Amazon Web Services, Inc. Cloud Services $4,804,312
P.O. Box 84023
Seattle, WA 98124-8423
Teague Manley
Email: manteagu@amazon.com
2. CA-Colorado Center, LLC Lease $3,000,000
2501 Colorado Avenue
Santa Monica, CA 90404
Timothy Hutter
Allen Matkins
Email: thutter@allenmarkins.com
3. Stradling, Yocca, Professional $1,611,188
Carlson & Rauth, P.C. Services
660 Newport Center Drive
Suite 1600
Newport Beach, CA 92660
Ryan Wilkins
Email: rwilkins@stradlinglaw.com
4. Zoba, Inc. Software $1,604,759
500 Harrison Avenue Service
Suite 4R
Boston, MA 02118
Justin P. O'Brien
Lovett O'Brien
Email: jobrien@lovettobrien.com
5. Ninebot (Changzhou) Vendor $1,050,000
Tech Co., Inc.
16F-17F, Block A, Bldg. 3, No. 18
Changwu Mid Rd, Wujin Dist,
Changzhou, Jiangsu, China
Wendy Feng Dorsey
Email: feng.wendy@dorsey.com
6. Quarles & Brady LLP Professional $1,015,134
411 East Wisconsin Avenue Services
Suite 2400
Milwaukee, WI 53202
Jonathan Hackbarth
Quarles & Brady LLP
Tel: 414-277-3603
Email: jon.hackbarth@quarles.com
7. Zhejiang Jinbang $924,000
Sports Equipment Co., Ltd.
No #36 Juxian Road Nuzhen
Town Jinyun Zhejiang Zhejiang
Province China
Kathy
Email: kathy@okscooter.net
8. Lloyd's of London Insurance $767,815
Syndicate APL
1971
One Bishopgate
London, EC2N 3AQ
Chris Moore
Apollo 1971
Email: chris.moore@apollounderwriting.com
9. KPMG LLP Professional $712,759
3 Chestnut Ridge Road Services
Montvale, NJ 07645
Kevyn Seggerman
500 Capital Mall
Suite 2100
Sacramento, CA 95814
Phone: 916-554-1173
10. Sanders Roberts LLP Professional $664,072
1055 W 7th Street Services
Suite 3200
Los Angeles, CA 90017
Justin Sanders
Sanders Roberts LLP
Tel: 213-426-5000
Email: jsanders@sandersroberts.com
11. Douglas Emmett 1996, LLC Lease $659,332
1333 2nd Street
Suite 620
Santa Monica, CA 90401
Linda Streeter
Email: lstreeter@hinshawlaw.com
12. Norman Krieger, Inc. Logistics $631,321
c/o Cameron W. Roberts, Esq.
Roberts & Kehagiaras LLP
100 West Broadway, Ste. 600
Long Beach, FA 90802
Cameron Roberts
Email: cwr@tradeandcargo.com
13. Moss Adams Professional $600,447
999 3rd Avenue Services
#2800
Seattle, WA 98104
Jason Lawson
Phone: 310-295-3795
Email: jason.lawson@mossadams.com
14. JUSDA Supply Chain Management $563,859
21860 Baker Parkway
City of Industry, CA 91789
Wright Wu
Email: wright.wu@jusdascm.com
15. Vodafone US Inc. Telecom $563,553
dba Vodafone Americas Inc. Provider
1450 Broadway
Suite 11-104
New York, NY 10018
Ryan Broderick
Tel: 916-305-6431
Email: ryan.broderick@vodafone.com
16. FTI Consulting, Inc. Professional $546,782
16701 Melford Blvd. Services
Suite 200
Bowie, MD 20715
Andrew Solomon
Email: asolomon@solomoncramer.com
17. Voxpro Limited Support $535,218
Voxpro House, Riverview Services
Business Park
Bessboro Road Cork
CH62 3RH Co. Cork Ireland
18. Webhelp USA LLC Support $514,747
1111 Brickell Avenue Services
Miami, FL 33131
Daisy Leon Vargas
Email: daisy.leon@webhelp.com
19. Palantir Technologies, Inc. $475,000
1555 Blake Street
Suite 250
Denver, CO 80202
Jake Flood
Phone: 517-230-8923
Email: jakef@palantir.com
20. NYSE Market (DE), Inc. Professional $440,556
5949 Sherry Lane Services
Suite 1010
Dallas, TX 75225
Ariel Erazo
Email: ariel.erazo@nyse.com
Phone: 212-656-3419
21. Hire Level $399,266
3911 W. Ernestine Drive
Marion, IL 62959
Nicole Kline
Email: nkline@hirelevel.com
22. Greenberg Traurig, LLP Professional $397,808
Terminus 200 Services
3333 Piedmont Road NE
Suite 2500
Atlanta, GA 30305
ordan Grotzinger
Phone: 310-586-7713
Email: grotzingerj@gtlaw.com
23. Emkay, Inc. $394,817
P.O. Box 779028
Chicago, IL 60677
24. Everest Insurance Insurance $380,616
100 Everest Way
Warren, NJ 07059
Joe Lazar
Phone: 213-457-1345
Email: john.lazar@everestglobal.com
25. Eastridge Workforce $361,105
Recruitment
11 Apex Drive
Suite 300
Marlborough, MA 01752
26. Fujian SCUD Power Technology $332,344
Co., Ltd.
No. 135, Rujiang East Road
Mawei District Fuzhou Fujian
Province 350015
China
Yerina Tang
Email: yerina.tang@scudpower.com
27. Hologram, Inc. (US) Telecom $327,660
2045 W. Grand Avenue Provider
Suite B
PBM #25937
Chicago, IL 60612
ean Patton
Phone: 972-365-6586
Email: dean.patton@hologram.io
28. Pilot Creative Limited $299,375
St. John's Innovation Centre
Cowley Road Cambridge
United Kingdom CB4 OWS
29. Blake, Cassels & Graydon LLP Professional $275,451
199 Bay Street, #400 Services
Commerce Court
West Toronto ON M5L 1G9
Canada
Andrew Lahey
Email: andrew.lahey@blakes.com
30. Seyfarth Shaw LLP Professional $272,456
233 S Wacker Drive Services
Suite 8000
Chicago, IL 60606
Eric Steinert
Email: esteinert@seyfarth.com
BRICK BY BRICK: Lender Seeks to Prohibit Cash Collateral Access
---------------------------------------------------------------
Lincoln Capital Management, LLC asks the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division, for authority to
use cash collateral and provide adequate protection.
At the time the petition was filed, the Debtor was obligated to the
Debtor under two promissory notes secured, in part, by first and
second mortgage liens on real property owned by the Debtor located
at 16703 Early Riser Avenue, Land O' Lakes, Florida. Additionally,
both Mortgages include an assignment of leases and the rents
payable under such leases. All "Rents" constitute the "cash
collateral" of Lincoln pursuant to 11 U.S.C. Sections 552(b) and
363(a) of the Bankruptcy Code.
The Real Property consists of a 2.76 acre site in Pasco County,
Florida on which is situated a 38,032 square foot office building
owned by the Debtor. Crisscross Center Co., a Florida corporation
d/b/a "4 n Co", leases the entire Facility from the Debtor. In
turn, Crisscross leases and/or licenses space in the Facility to
third parties in what is referred to as a "Coworking Business". The
same individuals that own or control the Debtor also own or control
Crisscross. Crisscross is a guarantor of the loans secured by the
Mortgages and has executed a personal property security agreement
to Lender in order to secure its obligations to the Lender.
Prior to the filing of the petition, because of the Debtor's
default under the Mortgages and other loan documents, Movant filed
an action in the Pasco County Circuit Court on June 16, 2023
seeking foreclosure of the Mortgages and enforcement of other loan
documents held by the Lender.
Between entry of the Agreed Sequestration Order on October 20, 2023
and November 16, 2023, Brick and Crisscross defaulted under three
separate terms of the order. In accordance with the terms of the
Agreed Sequestration Order, counsel for Movant gave notice of each
of the defaults to both Brick and Crisscross and to their counsel.
The defaults were not timely cured pursuant to the terms of the
Agreed Sequestration Order. In particular, those defaults consisted
of:
a. failure of Brick and Crisscross to deliver a copy of each
company's 2022 Federal Income Tax Returns (due on October 31,
2023);
b. failure of Brick and Crisscross to deliver financial information
including income and expense reports (due on November 8, 2023);
and
c. failure of Brick and Crisscross to deposit the October 2023 net
operating income into a segregated account (due on November 15,
2023).
At the December 5 hearing, the court determined the Debtor had
defaulted under the Agreed Sequestration Order, orally granted the
motion for appointment of a receiver and scheduled a status
conference for December 8, 2023 to consider whom to appoint as
receiver and what provisions to include in an order appointing such
person as receiver. The filing of the chapter 11 petitions by the
Debtor and by Crisscross on December 7, 2023 precluded finalizing
appointment of a receiver.
As of December 7, 2023, the Debtor was obligated to Lender in the
total amount of $12.9 million.
The Lender understands that use of cash collateral is necessary, on
an interim basis, in order to maintain functional operation of the
Coworking Business at the Facility. That said, the Debtor failed to
comply with the terms of the Agreed Sequestration Order and, upon
filing its chapter 11 petition, failed either to seek permission
from Movant or from the Court to use cash collateral. 11 U.S.C.
Section 363(c)(2) expressly prohibits use of cash collateral
without consent of the creditor or authorization by the Court.
Thus, it is clear that the Debtor seems comfortable with ignoring a
lawful order entered in the State Court Action and with ignoring
federal law relating to its use of cash collateral.
A copy of the order is available at https://urlcurt.com/u?l=cNiQxy
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 disclosed up to $10 million in both assets and
liabilities.
Judge Roberta A. Colton oversees the case.
Stephanie B. Anthony, Esq., at Anthony and Partners, represents the
Debtor as legal counsel.
BURKE BRANDS: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, authorized Burke
Brands, LLC, dba Don Pablo Coffee, to use the cash collateral of
U.S. Century Bank on a final basis.
The Debtor is permitted to use cash collateral, as defined in 11
U.S.C. Section 363(a), including the cash or noncash proceeds of
assets that were not cash collateral on the Petition Date up to the
amounts shown in the budget, with a 10% variance.
As adequate protection, the Lender is granted valid, perfected
replacement liens upon, and security interests in, the Pre-petition
Collateral, to the same extent, validity and priority as the
Lender's existing prepetition liens on any and all assets including
but not limited to all cash generated post-petition from the
Lender's Pre-Petition Collateral.
Additionally, the Debtor will pay $14,800 beginning August 15, 2023
and on the 15th day of each month thereafter until the effective
date of the Plan.
These events constitute an "Event of Default":
a. If a trustee is appointed in the Chapter 11 Case;
b. If the Debtor breaches any term or condition of the Order
or any of the Lender's loan documents, other than defaults existing
as of the Petition Date;
c. If the Case is converted to a case under Chapter 7 of the
Bankruptcy Code;
d. If the Case is dismissed; or
e. If any violation or breach of any provision of the Order
occurs.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=RaUSvv from PacerMonitor.com.
The Debtor projects total operating disbursements, on a weekly
basis, as follows:
$220,905 for the week ending January 7, 2024;
$220,905 for the week ending January 14, 2024;
$109,030 for the week ending January 21, 2024; and
$104,212 for the week ending January 28, 2024.
About Burke Brands LLC
Burke Brands LLC -- https://www.burkebrands.com/ -- is a privately
owned coffee company. It does business as Don Pablo Coffee.
Burke Brands LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-19932) on Dec. 30, 2022. In the petition filed by Darron Burke,
as manager, the Debtor reported assets and liabilities between $1
million and $10 million.
Judge Robert A. Mark oversees the case.
Linda Marie Leali has been appointed as Subchapter V trustee.
The Debtor is represented by Aaron A Wernick, Esq., at Wernick Law,
PLLC.
CANTON & COMPANY: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------
Canton & Company LLC asks the U.S. Bankruptcy Court for the
District of Maryland for authority to use cash collateral and
provide adequate protection.
The Debtor requires the use of cash collateral to pay necessary
expenses for the continued operation, protection, and preservation
of the assets of the bankruptcy estate.
Cash collateral in the case consists of income generated in the
regular course of business from the post-petition operations of the
Debtors business, a healthcare-based marketing company.
Since the Petition Date, all business operations of the Debtor have
been funded solely with the Pre-Petition Funds. The Debtor was
previously indebted to First National Bank of Pennsylvania for two
loans.
As previously entered into evidence, the purchase agreement
assigned these loans to 2111 SW 31st Street, LLC, a Florida
entity.
As adequate protection for the use of cash collateral, 2111 SW will
retain its liens and be paid as follows:
- Amount Due: $1,241,504
- Due Date: The 20th of each month thereafter until maturity
- Payment Amount: $15,000
- Term: 8 years term
- Interest: 6.5% interest
The relief requested is on an interim basis, with a reexamination
of the Adequate Protection Payments to be made on or before January
31, 2024.
A copy of the order is available at https://urlcurt.com/u?l=2GKRh4
from PacerMonitor.com.
About Canton & Company LLC
Canton & Company LLC is a healthcare growth and strategic services
firm. Its comprehensive suite of growth services includes Strategy
& Insights, Integrated Marketing Solutions, and Performance
Solutions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-19054) on December 12,
2023. In the petition signed by Richard (Don) McDaniel, Jr.,
manager, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Daniel Staeven, Esq., at Frost Law, oversees the case.
CHARLESTON CHILDREN'S: Joseph Spong Named Subchapter V Trustee
--------------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Joseph Kershaw Spong
as Subchapter V trustee for Charleston Children's Therapy Center,
LLC.
Mr. Spong will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred. Melissa White, paralegal, and Rebecca
Faulkenberry, legal assistant, charge $150 per hour and $125 per
hour, respectively.
Mr. Spong declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joseph Kershaw Spong
P.O. Box 11449
Columbia, SC 29211
Phone: 803.929.1400
Email: kspong@robinsongray.com
About Charleston Children's
Charleston Children's Therapy Center, LLC is a multidisciplinary
pediatric practice headquartered in the Charleston area. Its team
consists of trained therapists who are dedicated to ongoing
education and the acquisition of advanced pediatric skills. It
provides services both inside the clinic and in the patient's
home.
Charleston sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.C. Case No. 23-03821) on Dec. 11,
2023, with up to $50,000 in assets and $1 million to $10 million in
liabilities. James Butcher, president, signed the petition.
Judge Elisabetta Gm Gasparini oversees the case.
W. Harrison Penn, Esq., at Penn Law Firm, LLC represents the Debtor
as bankruptcy counsel.
CLARIOS GLOBAL: Moody's Raises CFR to 'B1', Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded Clarios Global LP's ratings,
including the corporate family rating to B1 from B2, probability of
default rating to B1-PD from B2-PD, backed senior secured bank
credit facilities to Ba3 from B1, senior secured notes ratings to
Ba3 from B1, and senior unsecured debt rating to B3 from Caa1. The
outlook is maintained stable.
The upgrade of Clarios' ratings reflects improvement in credit
metrics including profit margin and debt-to-EBITDA. Moody's expects
a decline in the margin next year from higher commodity costs.
However, the extent of the decline will be mitigated by a favorable
product mix shift toward the company's higher margin advanced
batteries and further realization of cost savings.
The stable outlook reflects Moody's expectation that Clarios'
revenue will grow 5% in 2024 from higher unit sales and favorable
pricing, and that the company will continue to win new battery
electric vehicle platforms. Moody's also expects that the company
will repay $450 million of debt over the next year resulting in a
reduction of leverage and interest costs.
RATINGS RATIONALE
Clarios' ratings reflect its good scale and strong market position
in automotive batteries, supported by its longstanding customer
relationships. Also, roughly 80% of Clarios' global unit volume is
from more stable and higher margin aftermarket sales. The industry
also has high barriers to entry given the environmental liability
risks related to the handling and processing of lead.
However, Clarios' ratings also reflect the company's high leverage.
Moody's expects debt-to-EBITDA (inclusive of Moody's standard
adjustments, including approximately $1.6 billion in accounts
receivable securitization) to decline below 5.0 times over the next
12 to 18 months. Clarios also has exposure to commodity price
fluctuations, in particular lead. In addition, the interest burden
of the considerable debt load constrains cash flow and limits
interest coverage.
Liquidity is expected to be good over the next 12 to 18 months
supported by cash of around $235 million and Moody's expectation
for free cash flow to exceed $115 million. Additional liquidity is
provided by a $800 million asset-based revolving credit facility
and a $800 million cash flow revolving credit facility. Both
facilities are undrawn as of September 30, 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with consistent improvement in cash
flow and continued debt reduction. More specifically the ratings
could be upgraded if debt-to-EBITDA approaches 3.5x and
(EBITDA-CAPEX)/interest is sustained above 2.0x.
The ratings could be downgraded if revenue or profitability
declines such that debt-to-EBITDA approaches 5.5x. In addition, an
adverse development involving environmental liabilities or
deteriorating liquidity could result in a ratings downgrade.
The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.
Clarios Global LP is a global supplier of low-voltage automotive
batteries for virtually every type of passenger car, light truck
and utility vehicle. Over 72% of volume is traditional SLI
lead-acid batteries, while roughly 28% is advanced battery
technologies to power start-stop, hybrid and electric vehicles.
Revenue for the twelve months ended September 30, 2023 was
approximately $10.0 billion.
CLINE DESIGN: Hires Wadsworth Garber as Bankruptcy Counsel
----------------------------------------------------------
Cline Design Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Wadsworth Garber
Warner Conrardy, P.C. as its counsel.
The firm's services include:
a. preparation on behalf of the Debtor of all necessary
reports, orders and other legal papers required in this Chapter 11
proceeding;
b. performance of all legal services for Debtor as
debtor-in-possession which may become necessary; and
c. representation of the Debtor in any litigation which the
Debtor determines is in the best interest of the estate whether in
state or federal court(s).
The professionals' hourly rates are as follows:
David V. Wadsworth $475 per hour
Aaron A. Garber $475 per hour
David J. Warner $400 per hour
Aaron J. Conrardy $400 per hour
Lindsay S. Riley $325 per hour
Paralegals $125 per hour
The firm received a $15,000 retainer plus $1,738 for the filing
fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Aaron Conrardy, Esq., a partner at Wadsworth Garber Warner
Conrardy, P.C., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Aaron J. Conrardy, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street, Suite 200
Littleton, CO 80120
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: aconrardy@wgwc-law.com
About Cline Design Group, Inc.
Cline Design Group, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
23-15657) on Dec. 8, 2023. The petition was signed by Jeffrey A.
Cline as president. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities.
Aaron J. Conrardy, Esq. at Wadsworth Garber Warner Conrardy, P.C.
represents the Debtor as counsel.
COMMUNITY HEALTH: Commences Tender Offer for 8.000% Senior Notes
----------------------------------------------------------------
Community Health Systems, Inc. announced that its wholly owned
subsidiary, CHS/Community Health Systems, Inc. has commenced a cash
tender offer for up to $985 million of CHS's approximately $2,101
million aggregate principal amount outstanding 8.000% Senior
Secured Notes due 2026, on the terms and subject to the conditions
set forth in CHS's Offer to Purchase dated Dec. 11, 2023.
Community Health has increased the Tender Offer Cap from $735
million to $985 million. Consistent with amending the Tender Cap,
the Issuer has amended the financing condition of the Tender Offer
to provide that the Issuer's obligation to accept for purchase, and
to pay for, 2026 Notes validly tendered and not validly withdrawn
is subject to the satisfaction or waiver of certain conditions,
including, among other things, the condition that the Issuer has
completed a debt financing on terms and conditions satisfactory to
it yielding gross cash proceeds of $985 million or more.
The Tender Offer will expire at 5:00 p.m., New York City time, on
Jan. 10, 2024, unless extended or earlier terminated by the Issuer.
The Issuer reserves the right to amend, extend or terminate the
Tender Offer at any time subject to applicable law.
Each holder who validly tenders, and does not validly withdraw, its
2026 Notes on or prior to 5:00 p.m., New York City time, on Dec.
22, 2023, unless extended will be entitled to an early tender
payment, which is included in the total consideration above, of
$30.00 for each $1,000 principal amount of 2026 Notes validly
tendered by such holder, if such 2026 Notes are accepted for
purchase pursuant to the Tender Offer.
Holders validly tendering, and not validly withdrawing, 2026 Notes
after the Early Tender Deadline and on or before the Expiration
Time will be eligible to receive only the tender offer
consideration, which represents the total consideration less the
early tender payment.
In addition, holders whose 2026 Notes are accepted for payment in
the Tender Offer will receive accrued and unpaid interest from the
last interest payment date to, but not including, the applicable
settlement date for their 2026 Notes purchased pursuant to the
Tender Offer. The 2026 Notes tendered prior to 5:00 p.m., New York
City time, on Dec. 22, 2023, may be withdrawn at any time prior to
the Withdrawal Deadline. 2026 Notes tendered after the Withdrawal
Deadline may not be withdrawn.
Subject to the satisfaction or waiver of certain conditions, the
Issuer reserves the right, following the Early Tender Deadline, to
accept for purchase prior to the Expiration Time all Notes validly
tendered on or prior to the Early Tender Deadline. The Issuer will
announce whether it intends to exercise the Early Settlement
Election following the Early Tender Deadline. If the Issuer
exercises the Early Settlement Election, it will pay the total
consideration promptly following the Early Settlement Announcement,
which is currently expected to occur on Dec. 28, 2023, subject to
all conditions of the Tender Offer having been satisfied or waived
by the Issuer, plus accrued and unpaid interest on the purchased
2026 Notes from the interest payment date for the 2026 Notes
immediately preceding the Early Settlement Date to, but not
including, the Early Settlement Date.
The Issuer has retained Citigroup Global Markets Inc. to act as
dealer manager in connection with the Tender Offer. Questions
about the Tender Offer may be directed to Citigroup Global Markets
Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect).
Copies of the Tender Offer documents and other related documents
may be obtained from Global Bondholder Services Corporation, the
depositary and information agent for the Tender Offer, at (855)
654-2015 (toll free) or (212) 430-3774 (collect) or email
contact@gbsc-usa.com.
The Tender Offer is being made solely by means of the Tender Offer
documents. Under no circumstances shall this press release
constitute an offer to purchase or sell or the solicitation of an
offer to purchase or sell the 2026 Notes or any other securities of
the Issuer or any other person, nor shall there be any offer or
sale of any 2026 Notes or other securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In addition, nothing
contained herein constitutes a notice of redemption of the 2026
Notes. No recommendation is made as to whether holders of the 2026
Notes should tender their 2026 Notes.
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. CHS subsidiaries
own or lease 71 affiliated hospitals with approximately 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 of Sept. 30, 2023, the Company had $14.67 billion in total
assets, $15.56 billion in total liabilities, $329 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries, and a total stockholders' deficit of $1.22 billion.
* * *
As reported by the TCR on Dec. 15, 2023, Moody's Investors Service
downgraded CHS/Community Health Systems, Inc.'s Corporate Family
Rating to Caa2 from Caa1. Moody's said the downgrade of Community
Health's ratings reflects the company's very high level of the
financial leverage and the company's inability to generate positive
free cash flow despite some industrywide easing of labor pressure
in recent quarters.
S&P Global Ratings lowered its issuer credit rating on Community
Health Systems Inc. to 'SD' (selective default) from 'CCC+', the
TCR reported on Dec. 13, 2023. "The downgrade reflects our view
that Community Health's latest below-par debt repurchases
constitute a selective default under our criteria, given the
company's heavy debt load and negative free cash flow and our
belief the investors received less value than they were promised
under the original securities. This is the fifth time since 2018
that we have lowered issuer credit rating on the company to 'SD'.
COMMUNITY HEALTH: Prices $1B Upsized Senior Secured Notes Offering
------------------------------------------------------------------
Community Health Systems, Inc. announced that its wholly owned
subsidiary, CHS/Community Health Systems, Inc., has priced an
offering of $1.0 billion aggregate principal amount of its 10.875%
Senior Secured Notes due 2032. The size of the offering was
increased by $250 million aggregate principal amount of Notes
subsequent to the initial announcement of the proposed offering.
The sale of the Notes is expected to be consummated on or about
Dec. 22, 2023, subject to customary closing conditions.
The Issuer intends to use the net proceeds of the Notes Offering to
repurchase and/or redeem $985 million aggregate principal amount of
its 8.000% Senior Secured Notes due 2026 and to pay related fees
and expenses. In particular, the Issuer intends to use the net
proceeds from the Notes Offering (i) to purchase the portion of the
Issuer's outstanding 2026 Notes that are validly tendered and
accepted for purchase in the cash tender offer announced on Dec.
11, 2023, and (ii) to the extent the aggregate principal amount of
2026 Notes validly tendered and accepted for purchase in the cash
tender offer is less than the Tender Cap, redeem or repurchase (in
one or more open market repurchases and/or privately negotiated
transactions) an aggregate principal amount of 2026 Notes equal to
the amount by which the Tender Cap exceeds the principal amount of
2026 Notes validly tendered and accepted for purchase in such
tender offer.
The Notes are being 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.
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. CHS subsidiaries
own or lease 71 affiliated hospitals with approximately 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 of Sept. 30, 2023, the Company had $14.67 billion in total
assets, $15.56 billion in total liabilities, $329 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries, and a total stockholders' deficit of $1.22 billion.
* * *
As reported by the TCR on Dec. 15, 2023, Moody's Investors Service
downgraded CHS/Community Health Systems, Inc.'s Corporate Family
Rating to Caa2 from Caa1. Moody's said the downgrade of Community
Health's ratings reflects the company's very high level of the
financial leverage and the company's inability to generate positive
free cash flow despite some industrywide easing of labor pressure
in recent quarters.
S&P Global Ratings lowered its issuer credit rating on Community
Health Systems Inc. to 'SD' (selective default) from 'CCC+', the
TCR reported on Dec. 13, 2023. "The downgrade reflects our view
that Community Health's latest below-par debt repurchases
constitute a selective default under our criteria, given the
company's heavy debt load and negative free cash flow and our
belief the investors received less value than they were promised
under the original securities. This is the fifth time since 2018
that we have lowered issuer credit rating on the company to 'SD'.
CONSUMER ACTION: Court OKs Deal on Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Consumer Action Law Group of
Panzarella & Associates, P.C. to use cash collateral on an interim
basis in accordance with its agreement with the U.S. Small Business
Administration.
As previously reported by the Troubled Company Reporter, the
proposed terms and conditions of the cash collateral use are based
on the projected budget from September 1, 2023 to April 1, 2024.
CALG proposes to make adequate protection payments to the SBA in
the pre-petition contractual payment amount of $2,476 per month.
CALG requires immediate use of its cash on hand and other income
generated from its work to maintain the day-to-day business
operations and pay employees and vendors on a timely basis.
The SBA consented to the Debtor's use of its cash collateral on an
interim basis through April 1, 2024 and CALG's use of cash
collateral is conditioned upon adequate protection being provided
to the SBA.
The SBA's primary form of adequate protection will be the Debtor's
use of cash collateral to preserve the going concern value of
CALG's assets and solely in accordance with the budget.
Additionally, CALG will be granting replacement liens and super
priority claims as adequate protection, which is commonplace.
The Debtor will remit adequate protection payments to the SBA in
the amounts and terms as set forth in the applicable SBA Loan
documents, with monthly installments of $2,476, and continuing
until further order of the Court regarding interim and/or final use
of cash collateral, or the entry of an order confirming the
Debtor's Chapter 11 plan of reorganization, whichever occurs
first.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. Sections
503(b), 507(a)(2) and 507(b), which claim will be limited to any
diminution in the value of the SBA's collateral, pursuant to the
SBA Loan, as a result of the Debtor's use of cash collateral on a
post-petition basis.
A copy of the order is available at https://urlcurt.com/u?l=VCBFrI
from PacerMonitor.com.
About Consumer Action Law Group
of Panzarella & Associates, P.C.
Consumer Action Law Group of Panzarella & Associates, P.C. provides
legal advice with respect to auto claims and lemon law and, on a
more limited basis, bankruptcy law and Fair Credit Reporting
claims.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-13906) on June 23,
2023. In the petition signed by Charles Panzarella, president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Julia W. Brand oversees the case.
Andy C. Warshaw, Esq., at Financial Relief Law Center, APC,
represents the Debtor as legal counsel.
CONTINENTAL AMERICAN: Seeks to Tap InSite Real Estate as Broker
---------------------------------------------------------------
Continental American Corporation and Pioneer National Latex, Inc.
seek approval from the U.S. Bankruptcy Court for the District of
Kansas to employ InSite Real Estate Group, LLC as their
auctioneer/broker.
The firm will assist the Debtors in their desire to lease
commercial real property located in Wichita, Kansas.
The broker will receive a commission equal to 3 percent of the
gross lease revenue.
As disclosed in the court filings, InSite Real Estate and its staff
represent no interest adverse to the Trustee or the estate.
The firm can be reached through:
Jack Ramstack
InSite Real Estate Group, LLC
608 W. Douglas, Suite 106
Wichita, KS 67203
Phone: (316) 618-1100
Email: info@insitere.com
About Continental American Corporation
Continental American Corporation operates a balloon manufacturing
business in Wichita, Kan.
Continental American and its affiliate, Pioneer National Latex,
Inc., filed Chapter 11 petitions (Bankr. D. Kan. Lead Case No.
23-10938) on Sept. 22, 2023. Judge Mitchell L. Herren oversees the
cases.
At the time of the filing, Continental American reported $50
million to $100 million in assets and $10 million to $50 million in
liabilities while Pioneer National Latex reported $1 million to $10
million in assets and $10 million to $50 million in liabilities.
David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A. represents
the Debtors as legal counsel.
CONTOUR PROPCO: No Resident Complaints, 2nd PCO Report Says
-----------------------------------------------------------
Blanca Castro, patient care ombudsman for Contour Propco 1735 S
Mission, LLC and Contour Opco 1735 S Mission, LLC, filed a second
report regarding the quality of patient care provided at Cogir of
Fallbrook.
The PCO found no complaints received from residents or on behalf of
residents of Cogir of Fallbrook since the prior report dated Oct.
9, 2023.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=roF4mT from PacerMonitor.com.
About Contour Propco and Contour Opco
Contour Propco 1735 S Mission, LLC and Contour Opco 1735 S Mission,
LLC filed Chapter 11 petitions (Bankr. D. Nev. Lead Case No.
23-12081) on May 23, 2023, with $10 million to $50 million in both
assets and liabilities. Judge Mike K. Nakagawa oversees the cases.
Schwartz Law, PLLC represents the Debtors as bankruptcy counsel.
Blanca E. Castro is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
DELCATH SYSTEMS: May Issue 3.7 Million Shares Under Various Plans
-----------------------------------------------------------------
Delcath Systems, Inc. filed with the Securities and Exchange
Commission a Form S-8 registration statement for the purpose of
registering an additional 3,671,500 shares of the Company's common
stock, par value $0.01 per share comprising of:
* 2,650,000 shares of Common Stock issuable under the Company's
Omnibus 2020 Equity Incentive Plan;
* 650,000 shares of Common Stock issuable under the Company's
2023 Inducement Award Plan;
* 25,000 shares of Common Stock issuable upon the exercise of an
outstanding option granted to Carol Crooke, which was granted
outside of a plan as an inducement equity award in accordance with
Nasdaq Listing Rule 5635(c)(4). The Crooke Inducement Award was
approved by the Company's Board of Directors, as an inducement
material to Ms. Crooke entering into employment with the Company;
* 15,000 shares of Common Stock issuable upon the exercise of an
outstanding option granted to Kent Vickerman, which was granted
outside of a plan as an inducement equity award in accordance with
Nasdaq Listing Rule 5635(c)(4). The Vickerman Inducement Award was
approved by the Company's Board, as an inducement material to Mr.
Vickerman entering into employment with the Company;
* 12,500 shares of Common Stock issuable upon the exercise of an
outstanding option granted to Helen Shapiro, which was granted
outside of a plan as an inducement equity award in accordance with
Nasdaq Listing Rule 5635(c)(4). The Shapiro Inducement Award was
approved by the Company's Board, as an inducement material to Ms.
Shapiro entering into employment with the Company;
* 100,000 shares of Common Stock issuable upon the exercise of
an outstanding option granted to Sandra Pennell, which was granted
outside of a plan as an inducement equity award in accordance with
Nasdaq Listing Rule 5635(c)(4). The Pennell Inducement Award was
approved by the Company's Board, as an inducement material to Ms.
Pennell entering into employment with the Company;
* 150,000 shares of Common Stock issuable upon the exercise of
an outstanding option granted to Vojislav Vukovic, which was
granted outside of a plan as an inducement equity award in
accordance with Nasdaq Listing Rule 5635(c)(4). The Vukovic
Inducement Award was approved by the Company's Board, as an
inducement material to Mr. Vukovic entering into employment with
the Company;
* 15,000 shares of Common Stock issuable upon the exercise of an
outstanding option granted to Michael Cooper, which was granted
outside of a plan as an inducement equity award in accordance with
Nasdaq Listing Rule 5635(c)(4). The Cooper Inducement Award was
approved by the Company's Board, as an inducement material to Mr.
Cooper entering into employment with the Company;
* 10,000 shares of Common Stock issuable upon the exercise of an
outstanding option granted to Joshua Dannehl, which was granted
outside of a plan as an inducement equity award in accordance with
Nasdaq Listing Rule 5635(c)(4). The Dannehl Inducement Award was
approved by the Company's Board, as an inducement material to Mr.
Dannehl entering into employment with the Company;
* 15,000 shares of Common Stock issuable upon the exercise of an
outstanding option granted to Travis Radevski, which was granted
outside of a plan as an inducement equity award in accordance with
Nasdaq Listing Rule 5635(c)(4). The Radevski Inducement Award was
approved by the Company's Board, as an inducement material to Mr.
Radevski entering into employment with the Company;
* 17,000 shares of Common Stock issuable upon the exercise of an
outstanding option granted to Peggy Stephenson, which was granted
outside of a plan as an inducement equity award in accordance with
Nasdaq Listing Rule 5635(c)(4). The Stephenson Inducement Award
was approved by the Company's Board, as an inducement material to
Ms. Stephenson entering into employment with the Company; and
* 12,000 shares of Common Stock issuable upon the exercise of an
outstanding option granted to Amy Wiebe, which was granted outside
of a plan as an inducement equity award in accordance with Nasdaq
Listing Rule 5635(c)(4). The Wiebe Inducement Award was approved
by the Company's Board, as an inducement material to Ms. Wiebe
entering into employment with the Company.
The shares of the Company's Common Stock previously reserved for
issuance under the 2020 Incentive Plan were registered on the
Company's Registration Statements on Form S-8 (File nos. 333-
251385 and 333-262022) filed with the Securities and Exchange
Commission on Jan. 5, 2022 and Dec. 16, 2020, respectively.
On Dec. 5, 2023, the Board of Directors adopted the 2023 Inducement
Plan, pursuant to which the Company reserved 650,000 shares of
Common Stock, to be used exclusively for grants of equity-based
awards to individuals who were not previously employees or
directors of the Company, as an inducement material to the
individual's entry into employment with the Registrant within the
meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.
The Inducement Plan provides for the grant of equity-based awards
in the form of nonstatutory stock options, stock appreciation
rights, restricted stock awards, restricted stock unit awards, and
dividend equivalent rights. The Inducement Plan was adopted by the
Board without stockholder approval pursuant to Rule 5635(c)(4) of
the Nasdaq Listing Rules.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/872912/000119312523296807/d500537ds8.htm
About Delcath Systems
Headquartered in New York, NY, Delcath Systems, Inc. --
http://www.delcath.com-- is an interventional oncology company
focused on the treatment of primary and metastatic liver cancers.
The Company's lead product candidate, the HEPZATO KIT (melphalan
hydrochloride for injection/hepatic delivery system), is a
drug/device combination product. HEPZATO is designed to administer
high-dose chemotherapy to the liver while controlling systemic
exposure and associated side effects.
Delcath reported a net loss of $36.51 million for the year ended
Dec. 31, 2022, compared to a net loss of $25.65 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$30.60 million in total assets, $25.31 million in total
liabilities, $18.37 million in mezzanine equity, and a total
stockholders' deficit of $13.07 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
DENN-OHIO LLC: Hires Pinnacle Commercial as Financial Advisor
-------------------------------------------------------------
Denn-Ohio, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Michigan to employ Pinnacle Commercial
Capital as its financial advisor.
The firm's services include:
a. preparing financial projections; and
b. providing financial consulting, advice, research, planning
and analysis.
The firm will be paid at these rates:
Partners $250 per hour
Staff $100 to $175 per hour
The firm holds a retainer of $11,812.50.
Timothy Morris, chief credit officer of Pinnacle, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Timothy Morris
Pinnacle Commercial Capital
101 W Ohio St #2000
Indianapolis, IN 46204
Phone: (317) 472-2828
About Denn-Ohio LLC
Denn-Ohio, LLC operates its Denny's franchises at 10 leased
commercial properties in Michigan, Ohio, and Kentucky.
Denn-Ohio filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-02533) on Oct. 31,
2023, with $1,860,816 in assets and $4,567,989 in liabilities.
Thomas F. Pilbeam, member, signed the petition.
Judge John T. Gregg oversees the case.
Steven M. Bylenga, Esq., at CBH Attorneys & Counselors, PLLC,
represents the Debtor as legal counsel.
DENN-OHIO LLC: Seeks to Hire CBH Attorneys as Bankruptcy Counsel
----------------------------------------------------------------
Denn-Ohio, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Michigan to employ CBH Attorneys &
Counselors, PLLC as its bankruptcy counsel.
The firm's services include:
a. providing the Debtor with legal advice regarding its duties
and responsibilities under the Bankruptcy Code;
b. assisting in the preparation of bankruptcy schedules and
statement of affairs;
c. assisting in the preparation of financial statements,
balance sheets and business plans;
d. drafting pleadings necessary to further the Debtor's goal
of successfully obtaining confirmation of a Chapter 11 plan;
e. researching legal issues that may arise during the course
of the Debtor's bankruptcy proceedings;
f. pursuing claims of the Debtor against third parties,
including, but not limited to, preferences, fraudulent conveyances
and accounts receivable;
g. representing the Debtor with regard to any actions brought
against it by third parties in the bankruptcy proceedings;
h. assisting in negotiating with creditors, preparing a plan
of reorganization, and pursuing confirmation of the plan;
i. drafting a plan of reorganization with a likelihood of
confirmation; and
j. obtaining confirmation of a plan of reorganization.
The firm will be paid at these rates:
Partners $400 per hour
Associates $275 per hour
Paralegals $175 per hour
CBH received a retainer in the amount of $46,393.
Steven Bylenga, Esq., a partner at CBH, 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:
Steven M. Bylenga, Esq.
CBH ATTORNEYS & COUNSELORS, PLLC
25 Division Ave. S. Suite 500
Grand Rapids, MY 49508
Telephone: (616) 608-3061
Facsimile: (616) 719-3782
Email: nikki@chasebylenga.com
About Denn-Ohio LLC
Denn-Ohio, LLC operates its Denny's franchises at 10 leased
commercial properties in Michigan, Ohio, and Kentucky.
Denn-Ohio filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-02533) on Oct. 31,
2023, with $1,860,816 in assets and $4,567,989 in liabilities.
Thomas F. Pilbeam, member, signed the petition.
Judge John T. Gregg oversees the case.
Steven M. Bylenga, Esq., at CBH Attorneys & Counselors, PLLC,
represents the Debtor as legal counsel.
DIGITAL ALLY: Daniel Hutchins Retires From Board of Directors
-------------------------------------------------------------
Digital Ally, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that Daniel F. Hutchins, a
member of the Board of Directors of the Company, intends to retire
as a director of the Board, effective Dec. 31, 2023, and does not
wish to seek reelection in the 2024 Annual Meeting. Accordingly,
Mr. Hutchins will not be nominated by the Board for election at the
Company's 2024 Annual Meeting, and Mr. Hutchins's term as the Audit
Committee Chairman and director will end on Dec. 31, 2023.
D. Duke Daughtery will replace Mr. Hutchins as the Audit Committee
Chairman. He retired from public accounting in November of 2019
after a 32-year career with Grant Thornton and Deloitte & Touche as
an assurance partner and audit practice leader. Mr. Daughtery was
instrumental in the significant growth of Grant Thornton's Kansas
City audit practice. He served numerous companies ranging from
high growth private equity backed clients, to multi-billion revenue
private companies to public companies ranging from smaller public
companies to the Fortune 500.
About Digital Ally
Digital Ally (NASDAQ: DGLY) provides law enforcement agencies,
commercial fleet companies and event security teams with video
solutions and software management. Product lines include
body-cameras, vehicle video systems, IP video surveillance systems,
flexible storage solutions and patented VuLink automatic activation
technology.
New York, NY-based RBSM LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has incurred substantial
operating losses and will require additional capital to continue as
a going concern. This raises substantial doubt about the Company's
ability to continue as a going concern.
DIVERSIFIED HEALTHCARE: S&P Places 'CCC-' ICR on Watch Positive
---------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Diversified
Healthcare Trust (DHC), including its 'CCC-' issuer credit rating,
on CreditWatch with positive implications.
S&P said, "The CreditWatch placement reflects our view that the
zero-coupon senior secured notes issuance and repayment of 2024
debt maturities ease DHC's near-term liquidity and refinancing
concerns.
"The CreditWatch positive placement reflects our view that DHC will
alleviate its near-term liquidity and refinancing concerns
subsequent to the close of its zero-coupon senior secured notes
offering. Following the expected repayment of its $450 million
secured credit facility and $250 million senior unsecured notes due
in 2024 with proceeds from the zero coupon secured notes offering,
the company will have no debt maturities until June 2025.
"We expect to resolve the CreditWatch over the next few weeks
following the close of the transaction. If the transaction closes
as expected, we would likely raise our issuer credit rating on DHC
to 'CCC+'. At the same time, we will assign a rating to the
zero-coupon senior secured notes."
DHC is a midsize REIT with a diversified portfolio of health care
properties, including senior living communities, medical office,
and life science buildings. As of Sept. 30, 2023, DHC's portfolio
consisted of 376 health care properties in 36 states and
Washington, D.C., totaling $6.8 billion of undepreciated real
estate properties.
DIVERSIFIED PANELS: Court OKs Cash Collateral Access Thru Jan 2024
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Northern Division, authorized Diversified Panels Systems. Inc. to
use cash collateral on an interim basis, through January 10, 2024.
Fora Financial West, LLC. Pacific Western Bank, and JPMorgan Chase
assert an interest in the Debtor's cash collateral.
The Debtor is to exclude payments to secured creditor Fora
Financial West, LLC.
As further adequate protection, the secured creditors of the Debtor
are granted replacement liens in all post-petition assets of the
Debtor, other than avoidance power actions and recoveries.
The replacement liens granted to the secured creditors will have
the same extent, validity, and priority (and will be subject to the
same defenses) as were their respective liens and security
interests in prepetition collateral.
A continued hearing on the matter is set for January 10 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=MiIsAt
from PacerMonitor.com.
About Diversified Panels Systems, Inc.
Diversified Panels manufacturers expanded polystyrene (EPS)
insulated metal panels, focusing specifically on cold storage and
agricultural facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11112) on November
22, 2023. In the petition signed by Richard Charles Bell as CEO,
CFO & secretary, the Debtor disclosed $12,533,166 in assets and
$26,114,847 in liabilities.
Judge Ronald A. Clifford III oversees the case.
William E. Winfield, Esq., at Nelson Comis Kettle & Kinney LLP,
represents the Debtor as legal counsel.
DONELSON CORPORATE: Hires EmergeLaw PLC as Bankruptcy Counsel
-------------------------------------------------------------
Donelson Corporate Centre, Limited Partnership seeks approval from
the U.S. Bankruptcy Court for the Middle District of Tennessee to
employ EmergeLaw, PLC as its legal counsel.
EmergeLaw will render these legal services:
(a) advise the Debtors with respect to their rights, powers,
and duties in the management of their property;
(b) investigate and, if necessary, institute legal action on
behalf of the Debtors to collect and recover assets of the estates
of the Debtors;
(c) prepare all necessary pleadings, orders, and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
(d) assist and counsel the Debtors in the preparation,
presentation, and confirmation of their plan;
(e) represent the Debtors as may be necessary to protect their
interests; and
(f) perform all other legal services that may be necessary and
appropriate in the general administration of the Debtors' estates.
The hourly rates of the firm's counsel and staff are as follows:
Robert Gonzales, Esq. $625
Nancy King, Esq. $575
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a total of $136,738
in connection with its representation of the Debtors.
Robert Gonzales, Esq., a partner at EmergeLaw, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert J. Gonzales, Esq.
Nancy B. King, Esq.
EMERGELAW, PLLC
4235 Hillsboro Pike, Suite 350
Nashville, TN 37215
Telephone: (615) 815-1535
Email: robert@emerge.law
nancy@emerge.law
About Donelson Corporate Centre
Donelson Corporate Centre, Limited Partnership, owns real property
located at 3055 Lebanon Pike, Nashville, TN 37214 having an
appraised value of $36 million.
Donelson Corporate Centre, Limited Partnership, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Tenn. Case No. 23-04512) on Dec. 8, 2023. The petition
was signed by Floyd Shechter as chief manager of JS Development,
LLC (General Partner). At the time of filing, the Debtor estimated
$42,311,296 in assets and $16,472,593 in liabilities.
Judge Marian F. Harrison presides over the case.
Robert J. Gonzales, Esq. at EMERGELAW, PLC represents the Debtor as
counsel.
E.L. SERVICES: Wins Cash Collateral Access Thru March 2024
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized E.L. Services, Inc. to use cash collateral on an interim
basis in accordance with a budget, through March 24, 2024.
A further hearing on the matter is scheduled for March 20 at 10:30
a.m.
The status conference is set for March 20 at 10:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=2g5cpz
from PacerMonitor.com.
About E.L. Services, Inc.
E.L. Services, Inc., a landscape and maintenance company located in
Dublin, California, filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 21-41087) on August 25, 2021. On the Petition Date, the
Debtor estimated $50,000 to $100,000 in assets and $1 million to
$10 million in liabilities. The petition was signed by Steven P.
Baca, general manager.
Judge William J. Lafferty oversees the case.
The Debtor tapped Kornfield, Nyberg, Bendes, Kuhner & Little P.C.
to serve as its counsel.
EAGLE PROPERTIES: Has Deal on Cash Collateral Access Thru Jan 2024
------------------------------------------------------------------
Eagle Properties & Investments LLC asks the U.S. Bankruptcy Court
for the Eastern District of Virginia, Alexandria for authority to
continue using cash collateral on an interim basis, through the
Supplemental Period from November 28, 2023, and continuing through
January 31, 2024.
Upon agreement of the parties, the Debtor will keep monthly
payments current to all secured creditors during the Supplemental
Period as set forth in the budget.
A final hearing on use of cash collateral set for January 23, at 12
p.m.
As previously reported by the Troubled Company Reporter, Fulton
Bank, Bank of Clarke County, Asset Based Lending, MainStreet Bank,
Virginia Partners Bank, Community Bank of the Chesapeake, Orrstown
Bank and Union Bank hold valid first Deeds of Trust and Assignment
of Leases and Rents on certain parcels of the Debtor's real
property and the resulting cash collateral.
A copy of the motion is available at
https://urlcurt.com/u?l=df3ByT from PacerMonitor.com.
About Eagle Properties and Investments
Eagle Properties and Investments, LLC, is a Vienna Va.-based
company engaged in leasing real estate properties. It owns 26
properties valued at $9.37 million.
Eagle Properties and Investments filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case No. 23-10566) on April 6, 2023, with $9,429,800 in total
assets and $14,716,136 in liabilities. Amit Jain, manager, signed
the petition.
Judge Klinette H. Kindred oversees the case.
The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC.
as legal counsels and SC&H Group, Inc. as financial advisor and
accountant. Bank of Clarke County, as lender, is represented by
Hannah Hutman, Esq. at Hoover Penrod PLC.
Orrstown Bank, as lender, is represented by Stephen Nichols, Esq.
at Offit Kurman.
Virginia Partners Bank , as lender, is represented by James R.
Meizanis, Jr., Esq. at Blankingship & Keith, P.C.
Gus Goldsmith, as lender, is represented by Justin P. Fasano, Esq.
at McNamee Hosea, PA.
ECONOMY TREE: 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 Economy
Tree Service of Northwest Florida, 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 Economy Tree
Economy Tree Service of Northwest Florida, Inc. filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Fla. Case No. 23-30870) on Dec. 8, 2023, with $1 million to $10
million in both assets and liabilities. David A. Smith, president,
signed the petition.
Judge Karen K. Specie signed the petition.
Jodi Daniel Dubose, Esq., at Stichter, Riedel, Blain & Postler,
P.C. represents the Debtor as legal counsel.
EGAE LLC: Wins Cash Collateral Access Thru Jan 2024
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska authorized
EGAE, LLC to use cash collateral on an interim basis in accordance
with the budget, with a 10% variance, through January 24, 2024.
The Debtor requires the use of cash collateral to continue its
ongoing operations in the ordinary course of business, and in order
to avoid disruption of such operations.
MidCap Funding Investment X LLC contends the Debtor is currently
indebted to MidCap as of the petition date in the amount of $10.8
million.
As partial adequate protection for the diminution of any interest
that MidCap holds in prepetition Collateral as a result of the
Debtor's use of cash collateral, MidCap is granted replacement
liens in the Debtor's postpetition assets of the same kind, type,
and nature as the Prepetition Collateral in which MidCap held any
lien. Any Postpetition Lien in Postpetition Collateral granted will
be in the same order, priority, validity and enforceability as any
prepetition lien in Prepetition Collateral securing the claim of
MidCap in the same type of assets. To the extent of any diminution
in value of MidCap's interest in the Prepetition Collateral due to
cash collateral use which is not otherwise protected by the
Postpetition Lien granted, MidCap will retain its rights under
Section 11 U.S.C. 507(b).
During the cash collateral period the Debtor will pay to MidCap a
payment of $36,250, payable on or before the 10th day of each
month, to be applied to accrued post-petition interest. The payment
will not affect or waive the rights of MidCap to assert in any
future proceeding before the Court the right to additional adequate
protection payments or seek recovery of all default interest, fees,
costs or other charges set forth in any Loan documents.
A second interim hearing on the matter is set for January 24 at
9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=gLgMBW
from PacerMonitor.com.
About EGAE, LLC
EGAE, LLC owns and operates an apartment building in Anchorage,
Alaska. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ala. Case No. 23-00169) on October 5,
2023. In the petition signed by Marc Marlow, manager, the Debtor
disclosed up to $50 million in assets and up to $10 million in
liabilities.
Judge Gary Spraker oversees the case.
John C. Smith, Esq., at Gerald K. Smith and John C. Smith Law
Offices, PLLC, represents the Debtor as legal counsel.
ELENAROSE CAPITAL: Wins Cash Collateral Access Jan 2024
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Evansville Division, authorized ElenaRose Capital LLC and
affiliates to use cash collateral on an interim basis in accordance
with the budget, through the date of the final hearing set for
January 25, 2024 at 10 a.m.
The Debtors require the use of cash collateral for payment of their
ordinary and necessary operating expenses.
KTB Equity, Inc. asserts that it holds valid, binding, perfected,
non-avoidable, enforceable prepetition liens on, and security
interests in, all of the Debtors' assets.
Peapack Capital asserts that it holds valid, binding, perfected,
non-avoidable, enforceable prepetition liens on, and security
interests in, substantially all of the Debtors' equipment
consisting of tractors, trailers and other motor vehicles and all
accessions and accessories thereto and all proceeds thereof.
The Debtor's authorization to use cash collateral will immediately
terminate on the earlier of:
a. An order is entered in any of the Debtor's respective cases (i)
dismissing a Debtor's case; (ii) converting a Debtor's case to a
Chapter 7 proceeding, or (iii) the appointment of a Chapter 11
trustee for Debtor;
b. Any Debtor's failure to (i) comply with any material provision
of this order (including the failure to comply with a budget) or
(ii) comply with any other covenant or agreement specified in the
order, which such failure will have continued unremedied for three
days following receipt of written notice to such Debtor from KTB or
Peapack Capital; or
c. A Debtor engages in any merger, consolidation, disposition,
acquisition, investment, dividend, incurrence of indebtedness, sale
of assets or other transaction outside the ordinary course of
business without the prior consent of KTB and Peapack Capital or an
order of the Court.
As adequate protection for the use of cash collateral, KTB and
Peapack are granted post-petition replacement liens in the cash of
Debtors in the total aggregate amount of the value of the cash
collateral that existed as of the Petition Date to the same extent
and priority as its properly perfected, prepetition security
interest.
Pursuant to the Budget, on the week beginning January 15, 2024, the
Debtors will make an adequate protection payment of $10,701 to KTB,
which payment will be made directly to Peapack Capital.
Pursuant to the Budget, on the week beginning January 15, 2024, the
Debtors will make an adequate protection payment of $300,000 to
Peapack, which amount will be applied to principal.
A copy of the order is available at https://urlcurt.com/u?l=WwE1IK
from PacerMonitor.com.
About ElenaRose Capital LLC
ElenaRose Capital LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on
September 8, 2023. In the petition signed by Louis Capolino,
president/manager, the Debtor disclosed up to $50,000 in assets and
up to $10 million.
Judge Andrea K. McCord oversees the case.
Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP,
represents the Debtor as legal counsel.
ENCHANTED LITTLE FOREST: Seeks Cash Collateral Access
-----------------------------------------------------
Enchanted Little Forest Childcare Center, LLC asks the U.S.
Bankruptcy Court for the Western District of Washington, for
authority to use cash collateral and provide adequate protection,
through June 15, 2024, or until the effective date of the Plan.
The Debtor requires the use of cash collateral for payment of all
other ordinary and necessary ongoing operating expenses including
future payroll.
The Debtor is a childcare center in Washington state that focuses
on lower social and economic families and underprivileged children.
Despite its successful business plan, the COVID-19 pandemic
disrupted the economy, leading to financial losses and a shift in
the child care market. The company has faced challenges in hiring
qualified teachers, increasing wages, and meeting minimum wage
requirements. To address these issues, the Debtor has been
restructuring and downsizing its operations. The closure of ELF
North Everett and South Everett centers in 2021 and 2023 was due to
lack of teachers, crime, and parental reluctance to enroll. The
Snohomish Center, which has a mix of state-sponsored and
private-pay families, remains the only remaining center.
The Debtor applied for PPP loans from SBA and received a loan in
March 2021 to pay off the SBA EDIL loan. The funds were used to pay
payroll and operating expenses. The South Center lease had five
years remaining, and a new lease was signed, freeing ELF of future
obligations. Management struggled to focus the company due to lack
of teachers and lower enrollment. To address this, they applied for
an employee retention grant, which was approved but retained by the
IRS. They also applied for an SBA Business Loan, which was
ultimately rejected. Management tried requesting lower rates from
lenders but only received minor short-term adjustments.
The Debtor stopped paying the loans in order to pay payroll and
essential expenses. At that time the Debtor realized that the
company needed bankruptcy protection from these creditors.
During 2017, the Debtor was not using a third-party payroll
provider and did not realize the extent of the non-filing
obligation to the IRS for payroll taxes. When the obligation
reached over $200,000 the Debtor retained a tax lawyer to work out
a payment plan. The IRS eventually placed the Debtor in a no
collect status as long as the Debtor remained current on filings
and payments. The Debtor applied for the employee retention credit
and was given approximately $300,000. The IRS retained these funds
and applied them against the balance. There is a remaining balance
of around $100,000 and ELF remains in a no collect status.
The entities that assert an interest in the Debtor's cash
collateral are Harborstone Credit Union by virtue of its title lien
and the Internal Revenue Service by virtue of its blanket lien and
tax liens filed in Snohomish County Washington.
On the date of the petition, the Debtor's cash collateral was
estimated to be valued at $42,918.
As adequate protection and for the Debtor's use of the cash
collateral, the Secured Creditor will be granted replacement liens
in the Debtor's post-petition cash, accounts receivables, and the
proceeds of each of the foregoing, to the same extent and priority
as any duly perfected and unavoidable liens in cash collateral held
by the Secured Creditor as of the Petition Date, limited to the
amount of any cash collateral of the Secured Creditor as of the
petition date, to the extent that any cash collateral of the
Secured Creditor is actually used by the Debtor.
A hearing on the matter is set for December 22, 2023 at 9:30 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=04nFSZ
from PacerMonitor.com.
About Enchanted Little Forest Childcare Center, LLC
Enchanted Little Forest Childcare Center, LLC is a childcare center
which focuses on n lower social and economic families and the
underprivileged children, so their tuition was essentially paid by
Washington State with small copays from the families.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12435-TWD) on
December 15, 2023. In the petition signed by Kay Doramus, managing
member, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Steven Palmer, Esq, at Palmer & Associates, PLLC, represents the
Debtor as legal counsel.
ENSIGN DRILLING: Moody's Withdraws 'Caa1' CFR on Debt Repayment
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Ensign
Drilling Inc., including the Caa1 Corporate Family Rating, Caa1-PD
Probability of Default Rating and the Caa2 Backed Senior Unsecured
Global Notes rating due April 2024. The SGL-4 Speculative Grade
Liquidity rating (SGL) has also been withdrawn. At the time of the
withdrawal the outlook was stable.
RATINGS RATIONALE
Moody's has withdrawn the ratings because Ensign has repaid the
debt rated by Moody's.
Ensign Energy Services Inc. is a public Calgary, Alberta-based
provider of land drilling rigs and well servicing.
ENVIVA INC: Inclusive Capital, Jeffrey Ubben Hold 5.7% Equity Stake
-------------------------------------------------------------------
Inclusive Capital Partners, L.P. and Jeffrey W. Ubben disclosed in
a Schedule 13D/A filed with the Securities and Exchange Commission
that as of Dec. 13, 2023, they beneficially owned 4,269,862 shares
of common stock of Enviva Inc., representing 5.7% of the Shares
outstanding. The percentage was calculated based upon 74,496,537
shares of Common Stock outstanding as of Nov. 3, 2023, as reported
in the Issuer's Quarterly Report for the quarterly period ended
Sept. 30, 2023, on Form 10-Q filed by the Issuer with the SEC on
Nov. 9, 2023.
Mr. Ubben holds 21,152 shares of Common Stock directly, which
shares were issued to Mr. Ubben pursuant to stock award grants and
upon vesting of previously reported restricted stock units that
were issued to Mr. Ubben for his previous service on the board of
directors of the Issuer and its predecessor. Mr. Ubben holds such
21,152 shares of Common Stock for the benefit of the In-Cap Funds
and indirectly for the benefit of In-Cap, and may, after vesting,
if applicable, transfer the shares of Common Stock directly to the
In-Cap Funds.
On Dec. 13, 2023, the In-Cap Funds sold 1,100,000 shares of Common
Stock pursuant to a block trade with BTIG, LLC at a price of $1.05
per share.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1592057/000090266423005899/p23-2979sc13da.htm
About Enviva
Enviva Inc. (NYSE: EVA) is a producer of industrial wood pellets, a
renewable and sustainable energy source produced by aggregating a
natural resource, wood fiber, and processing it into a
transportable form, wood pellets. Enviva owns and operates ten
plants with an expected annual production of approximately 5.0
million metric tons in Virginia, North Carolina, South Carolina,
Georgia, Florida, and Mississippi, and is constructing its 11th
plant in Epes, Alabama. Additionally, Enviva is planning
construction of its 12th plant, near Bond, Mississippi. Enviva
sells most of its wood pellets through long-term, take-or-pay
off-take contracts with customers located primarily in the United
Kingdom, the European Union, and Japan, helping to accelerate the
energy transition and to defossilize hard-to-abate sectors like
steel, cement, lime, chemicals, and aviation.
Enviva reported a net loss of $168.37 million in 2022, a net loss
of $145.27 million in 2021, and a net loss of $106.32 million in
2020.
According to its Quarterly Report for the period ended Sept. 30,
2023, the Company has incurred net losses of $257.8 million and
$168.4 million for the nine months ended September 30, 2023 and the
year ended December 31, 2022, respectively, and negative cash flow
from operating activities of $25.6 million and $88.8 million,
respectively for the same periods. As of September 30, 2023, the
Company had $315.2 million in cash and cash equivalents, $125.5
million of restricted cash, and no availability under its revolving
credit facility, resulting in total liquidity of $440.7 million.
The Company's future profitability and liquidity are expected to be
negatively impacted by the following matters which have resulted in
substantial doubt about the Company's ability to continue as a
going concern.
ESJ TOWERS: Seeks Court Nod to Sell Assets by Auction
-----------------------------------------------------
ESJ Towers, Inc. asked the U.S. Bankruptcy Court for the District
of Puerto Rico to approve the sale of most of its assets to
Fortaleza Equity Partners 2, LLC or to another buyer with a better
offer.
Fortaleza made a cash offer of $13.5 million for the assets, which
include ESJ's real properties and other assets used to operate its
business, according to the sale agreement entered into by the
companies. The closing date is Jan. 31, 2024, the agreement says.
ESJ will use the proceeds from the sale to pay its creditors
pursuant to its proposed Chapter 11 plan of reorganization.
"The sale is aimed at enhancing the value of [ESJ's] estate and
provide feasibility to the plan," Charles Cuprill, Esq., the
company's attorney said, adding that the sale will also help the
company avoid the conversion of its bankruptcy case to a Chapter 7
case.
ESJ currently owns and operates 126 studio apartments, which are
classified either as vacation club or hotel units, and one
hospitality center.
The company will put the assets up for bidding to "maximize the
value" of its estate, according to Mr. Cuprill.
The proposed bid process, which is subject to court approval, gives
potential buyers at least 10 days after Dec. 20 to place their bids
on the assets. Each bidder must provide an executed copy of an
alternative sale agreement and an evidence of available funds,
among other things.
ESJ will conduct an auction if it receives more than one qualified
bid. The auction will take place at 10:00 a.m. (prevailing Eastern
Time) five days prior to the sale hearing, the date of which is yet
to be determined.
Fortaleza will serve as the stalking horse bidder at the auction.
In the event it is not selected as the winning bidder, Fortaleza
will receive a break-up fee, which is 3% of its bid, and an expense
reimbursement of up to 100,000.
ESJ will announce the winning bidder within two business days after
the conclusion of the auction.
About ESJ Towers
ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury
apartments and condo units at ESJ Towers have direct access to Isla
Verde Beach, widely considered one of the best in Puerto Rico.
ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as
50 million in both assets and liabilities. ESJ President Keith St.
Clair signed the petition.
Judge Enrique S. Lamoutte Inclan oversees the case.
The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill,
PSC Law Offices as bankruptcy counsel; Ramon Luis Nieves, Esq., at
RL Legal Consulting Services, LLC and Luis Daniel Muniz, Esq., as
special counsels; Dage Consulting CPAS, PSC as financial advisor;
CPA Luis R. Carrasquillo & Co., P.S.C. as financial consultant; and
De Angel & Compania, PA, LLC as auditor.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 12, 2022. The committee tapped the Law
Office of Jonathan A. Backman as lead bankruptcy counsel; Julio
Cesar Alejandro Serrano, Esq., at JCAS Law as local counsel; and
Dage Consulting CPAS, PSC as financial advisor.
The Debtor filed its Chapter 11 plan of reorganization and
disclosure statement on June 1, 2023.
EVERYTHING BLOCKCHAIN: Posts $1.7 Million Net Loss in Third Quarter
-------------------------------------------------------------------
Everything Blockchain, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.71 million on $61,000 of revenue for the three months ended
Oct. 31, 2023, compared to a net loss of $1.26 million on $63,000
of revenue for the three months ended Oct. 31, 2022.
For the nine months ended Oct. 31, 2023, the Company reported a net
loss of $6.62 million on $188,000 of revenue, compared to a net
loss of $5.39 million on $240,000 of revenue for the same period a
year ago.
As of Oct. 31, 2023, the Company had $22.08 million in total
assets, $2.99 million in total liabilities, and $19.09 million in
total stockholders' equity.
"The Company has had historically negative cash flow and net
losses. Though the year ended January 31, 2022 resulted in
positive cash flow and net income, there are no assurances the
Company will generate a profit or obtain positive cash flow in the
future. The Company has sustained its solvency through the support
of its shareholder and chairman, Michael Hawkins, or companies
controlled by Michael Hawkins, which raise substantial doubt about
its ability to continue as a going concern," Everything Blockchain
said.
"Management is taking steps to raise additional funds to address
its operating and financial cash requirements to continue
operations in the next twelve months. Management has devoted a
significant amount of time to the raising of capital from
additional debt and equity financing. However, the Company's
ability to continue as a going concern is dependent upon raising
additional funds through debt and equity financing and generating
revenue. There are no assurances the Company will receive the
funding or generate the revenue necessary to fund operations. The
financial statements contain no adjustments for the outcome of this
uncertainty," Everything Blockchain further said.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1730869/000147793223009173/ebi_10q.htm
About Everything Blockchain
Headquartered in Fleming Island, Florida, Everything Blockchain,
Inc. (fka OBITX, Inc.) is primarily engaged in the business of
consulting and developing blockchain and cybersecurity related
solutions. Everything Blockchain is a technology company that is
blending blockchain, zero-trust, and database management technology
to create a platform to solve real world, practical business
problems.
Mitzpe Netofa, Israel-based Elkana Amitai CPA, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated May 1, 2023, citing that the Company suffered losses
from operations in all years since inception, except for the year
ended Jan. 31, 2022. These and other factors raise substantial
doubt about the Company's ability to continue as a going concern.
EXELA TECHNOLOGIES: Reports 72.3% Stake in XBP Europe as of Nov. 29
-------------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Exela Technologies, Inc. and related entities, BTC
International Holdings, Inc., XCV-EMEA, LLC, ETI-XCV Holdings, LLC
and ETI-XCV, LLC, reported beneficial ownership of 21,802,364
shares of XBP Europe Holdings, Inc.'s common stock, representing
72.3% of the shares outstanding.
The percentage is based on 30,166,102 shares of Common Stock issued
and outstanding as of November 29, 2023 as reported by the Issuer
in its final prospectus filed with the SEC on November 29, 2023.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1620179/000110465923124993/tm2332534d1_sc13d.htm
About Exela Technologies
Headquartered in Irving, Texas, Exela Technologies, Inc. --
www.exelatech.com -- is a global provider of transaction processing
solutions, enterprise information management, document management
and digital business process services.
Exela reported a net loss of $415.58 million in 2022, a net loss of
$142.39 million in 2021, and a net loss of $178.53 million in 2020.
As of June 30, 2023, the Company had $675.34 million in total
assets, $1.49 billion in total liabilities, and a total
stockholders' deficit of $817.01 million.
Detroit, Michigan-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April 3,
2023, citing that the Company has a history of net losses, net
operating cash outflows, working capital deficits, significant cash
payments for interest on long-term debt, and significant current
maturities of long-term debt that raise substantial doubt about its
ability to continue as a going concern.
* * *
As reported by the TCR on Aug. 24, 2023, S&P Global Ratings raised
its issuer credit rating on Exela Technologies Inc. to 'CCC' from
'SD' (selective default). S&P said, "Despite improving revenue
trends and cost savings, we forecast limited liquidity cushion in
January and July of 2024."
FIG & FENNEL: Court OKs Cash Collateral Access Thru March 2024
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized Fig & Fennel at MIA, LLC and
affiliates to use cash collateral on an interim basis, through
March 2, 2024.
Newtek Small Business Finance, Inc., the United States Small
Business Administration, BMO Harris Bank, N.A., American Express
National Bank, Channel Partners Capital, LLC, Leaf Capital Funding,
LLC, Hallandale Beach CRA, and the LCF Group, Inc. assert an
interest in the Debtor's cash collateral.
The Debtor is permitted to use cash collateral to pay all ordinary
and necessary expenses in the ordinary course of their businesses
consistent with the budget, with a 10% variance.
In addition to the existing rights and interests of Newtek, the
SBA, and the Other Secured Parties in the cash collateral and for
the purpose of adequately protecting it from Collateral Diminution,
the Debtors may make interest only adequate protection payments to
Newtek.
Newtek, the SBA, and the Other Secured Parties are granted valid,
enforceable, fully-perfected, security interests to the extent that
said Pre-Petition Liens were valid, perfected and enforceable as of
the Petition Date.
A further interim hearing on the matter is set for February 7 at
1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=4U4KhN
from PacerMonitor.com.
About Fig & Fennel at MIA, LLC
Fig & Fennel at MIA, LLC and affiliates are owners and operators of
restaurants offering a broad selection of grab-and-go sandwiches,
salads, bowls, snacks, desserts, and more.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18515) on
October 18, 2023. In the petition signed by Robert Siegmann,
manager, the Debtor disclosed $2,956,271 in total assets and
$523,057 in total liabilities.
Judge Scott M. Grossman oversees the case.
Adam Leichtling, Esq., at Lapin & Leichtling, LLP, represents the
Debtor as legal counsel.
FREDRICK LEE: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Fredrick Lee Press Plumbing, LLC to use
cash collateral, on a final basis, in accordance with the budget.
The Debtor depends on the use of cash collateral to finance its
operation.
A search in the Texas Secretary of State shows that allegedly
secured positions are held by Fundation Group LLC, US Small
Business Administration, Global Merchant Cash Inc, Newtek Small
Business Finance, LLC, BizFund, Blue Ribbon, Fox Capital,
Knightsbridge, Samson Funding, Samson Group and Swift Funding
Source.
The loans are allegedly secured by a blanket lien on all accounts
and property of the Debtors' businesses, pursuant to the UCC liens
that have been filed.
As adequate protection for the use of cash collateral, the lenders,
if and to the extent they have a valid and perfected lien, are
granted replacement liens on all post-petition cash collateral and
post-petition acquired property to the same extent and priority
they possessed as of the Petition Date only as to the diminution in
value of their lien, if any.
A copy of the order is available at https://urlcurt.com/u?l=KoEPrd
from PacerMonitor.com.
About Fredrick Lee Press Plumbing, LLC
Fredrick Lee Press Plumbing, LLC is a service and repair plumbing
company specializing in apartment communities in the DFW metro
area.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32662) on November
14, 2023. In the petition signed by Nathan Smith, owner, the Debtor
disclosed $1,425,926 in assets and $4,416,560 in debts.
Judge Michelle V. Larson oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
FT MEDICAL: Court OKs Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, authorized FT Medical Group, LLC to use cash
collateral on a final basis.
The Debtor requires the use of cash collateral to pay its normal
operation expenses.
McKesson Corp. has a first priority security interest in cash
collateral pursuant to its UCC-1 filed on May 5, 2020.
NOWAccount Network Corp., which the Debtor believes is owed nothing
but has not released the UCC has a second priority security
interest in cash collateral pursuant to its UCC-1 filed on
September 30, 2020.
Ultra Funding has a third priority security interest in cash
collateral pursuant to its UCC-1 filed on May 2,2022.
Renasant Bank has a fourth priority security interest in cash
collateral pursuant to its UCC-1 filed on August 11, 2022.
The Debtor is authorized to use the cash collateral in accordance
with the Amended Budget, or in an amount hereafter mutually agreed
upon by the Parties or as modified by the Court. In addition, the
Debtor will escrow the following amounts for the Sub V Trustee,
$1000 in September 2023, $ 1500 in October 2023, $2000 in November
2023, $2000 in December 2023, $2000 in January 2024, and $2000 in
February 2024. A 10% variance per category as listed in the Budget,
or the actual cost, whichever is greater, will be permitted.
The use of the cash collateral will continue until one or more of
the following events or conditions:
(1) the conversion or dismissal of the Chapter 11 case,
(2) the Debtor's failure to duly and punctually perform any of its
obligations under the Order, or
(3) the Order being amended, vacated, stayed, reversed or otherwise
modified.
As partial adequate protection to the Lenders, for the Debtor's use
of cash collateral, Lenders are granted replacement liens on
post-petition property of the same validity, extent, and priority
and upon the same Cash Collateral as each entity's pre-petition
liens. The Lenders will not be required to file financing
statements or other documents in any jurisdiction or take any other
action in order to validate or perfect the security interests and
liens granted pursuant to the provisions of the Order, and such
security interests and liens will be deemed automatically perfected
upon entry of the order. The security interests and liens granted
will secure an amount equal to the aggregate amount or value of the
cash collateral used or consumed in which the entity has a valid
perfected interest.
In addition to the liens and security interests granted pursuant to
the Order, the Lenders will be entitled to an administrative claim
pursuant to 11 U.S.C. Section 507 (b) to the extent, if any, that
the adequate protection for the Debtor's use of cash collateral
provided herein proves to be inadequate.
In addition, the Debtor will make the following post-petition
monthly payments:
i. McKesson Corp: 40% of Debtor's actual net profit
per month
ii. NOWaccount Network Corp: 0% of Debtor's actual net profit
per month
iii. Ultra Funding: 20% of Debtor's actual net profit
per month
iv. Renasant Bank: 20% of Debtor's actual net profit
per month
A copy of the court's order is available at
https://urlcurt.com/u?l=ySz1p6 from PacerMonitor.com.
About FT Medical Group LLC
FT Medical Group LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57910) on August 18,
2023. In the petition signed by Darryle Farr, COO, the Debtor
disclosed $1,153,142 in total assets and $5,413,254 in total
liabilities.
Judge Lisa Ritchey Craig oversees the case.
Ian Falcone, Esq., at The Falcone Law Firm, PC, represents the
Debtor as legal counsel.
FTX GROUP: Files Reorganization Plan to End Bankruptcy
------------------------------------------------------
Banking DIVE reports that failed crypto exchange FTX has filed a
proposal to end its bankruptcy and return money to creditors and
customers, court documents show.
The proposal, filed on Saturday, values customer and creditor
claims by the asset prices as they were when FTX filed for
bankruptcy on Nov. 11, 2022. The crypto market is in a much
different spot now than it was then: Bitcoin, for example,
currently trades above $42,000. Then, amid an 18-month crypto
winter, it was trading around $17,000.
Even FTX's own native token, FTT, is trading better now than it was
when FTX went bankrupt: as of Tuesday morning, it was trading at
$3.62, compared to $2.62 at the time of bankruptcy, according to
CoinGecko.
According to The Block, that positions creditors to lose millions
-- so the plan will likely be opposed by creditor groups.
FTX investor Sunil Kavuri told the publication that the plan goes
against FTX's Terms of Service because, under those terms, the
titles to digital assets belonged with customers rather than with
the exchange.
"The reason [Sam Bankman-Fried] was convicted beyond reasonable
doubt on all 7 counts was that he stole digital assets that were
owned by FTX customers," Kavuri told The Block.
According to Bloomberg, though, the major creditor and customer
groups that have been involved throughout the bankruptcy
proceedings have agreed to the outline of the plan. Creditors will
vote on the plan next year before its submitted to US Bankruptcy
Judge John Dorsey for approval.
Bankman-Fried, FTX's founder and former CEO, was found guilty on
seven counts of fraud and conspiracy last month following a
five-week trial on his culpability in the multi-billion-dollar
downfall of his former crypto exchange. The star witnesses in the
government's case included Caroline Ellison, former CEO of
FTX-sister company Alameda Research; former FTX technology chief
Gary Wang and former FTX engineering head Nishad Singh. The three
of them were at one time Bankman-Fried's closest confidantes, and
were his ex-girlfriend, college roommate and family friend,
respectively.
Ellison, Wang and Singh each separately pleaded guilty to federal
charges connected to FTX's downfall.
The conclusion of the criminal trial, of course, put no pause on
news arising from the bankruptcy proceedings. Last week, court
documents showed that the firm was fighting with the Internal
Revenue Service in connection with an alleged $24 billion tax
bill.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FUSE GROUP: Signs Consulting Agreement With Beijing Jixiang
-----------------------------------------------------------
Fuse Group Holding Inc. announced its signing of consulting
agreement with Beijing Jixiang Fengqi Tech Company Limited on
Dec. 13, 2023. Beijing Jixiang engages in IT consulting and
digital marketing services.
Fuse Group agrees to provide general consulting, marketing and
business development services for Beijing Jixiang to expand and
grow its business in North American market. Fuse Group will help
Beijing Jixiang to conduct marketing research, competitive
analysis, digital marketing implementation, etc.
"Fuse Group is looking to diversify its business and tap more
resources into new growth," said Umesh Patel, CEO of the Fuse
Group, "I personally have 25 years' experience in the catering and
culinary consulting service business and we hope this cooperation
with Jixiang Fengqi will help Fuse Group to attract more business
opportunities in the future."
The Agreement has a term of one year from Dec. 13, 2023 to Dec. 12,
2024 and may be renewed by the parties. For the services rendered
by the Company as required by the Agreement, Beijing Jixiang agrees
to pay a service fee to the Company of $10,000 per month, payable
monthly.
About Fuse Group
Headquartered in Arcadia, CA, Fuse Group Holding Inc. and Fuse
Processing, Inc. provide consulting services to mining industry
clients to find acquisition targets within the parameters set by
the clients, when the mine owner is considering selling its mining
rights. The services of Fuse Group and Processing include due
diligence on the potential mine seller and the mine, such as
ownership of the mine and whether the mine meets all operation
requirements and/or is currently in operation.
Fuse Group reported a net loss of $444,492 for the year ended Sept.
30, 2022, compared to a net loss of $1.02 million for the year
ended Sept. 30, 2021. As of Dec. 31, 2022, the Company had $130,069
in total assets, $671,670 in total liabilities, and a total
stockholders' deficit of $541,601.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated Dec. 28, 2022, citing that as of Sept. 30, 2022, the
Company had recurring losses from operations, an accumulated
deficit, and a negative cash flows from operating activities. As
such there is substantial doubt about its ability to continue as a
going concern.
GEO. J. & HILDA: U.S. Trustee Appoints Jenny Hollandsworth as PCO
-----------------------------------------------------------------
Jerry Jensen, Acting U.S. Trustee for Region 13, appointed Jenny
Hollandsworth as patient care ombudsman for Geo. J. & Hilda Meyer
Foundation.
A patient care ombudsman refers to an individual appointed in
healthcare bankruptcies to ensure the safety of patients. The PCO
monitors the quality of patient care and represents the interest of
the patients of the healthcare debtor.
Ms. Hollandsworth qualifies as ombudsman in Geo. J. & Hilda's
Chapter 11 case by virtue of her state office, according to court
filings.
The ombudsman may be reached at:
Jenny Hollandsworth
State Office of Long-Term Care Ombudsman Program
Missouri Department of Health and Senior Services
PO Box 570
Jefferson City, MO 65102-0570
Phone: (800) 309-3282
Email: LTCOmbudsman@health.mo.gov
About The Geo. J. & Hilda Meyer Foundation
The Geo. J. & Hilda Meyer Foundation owns and operates a senior
living community in Higginsville Mo.
The Debtor filed Chapter 11 petition (Bankr. W.D. Mo. Case No.
23-41685) on Dec. 4, 2023, with up to $10 million in both assets
and liabilities. David Schmidt, president, signed the petition.
Judge Brian T. Fenimore oversees the case.
Conroy Baran, LLC serves as the Debtor's bankruptcy counsel.
GREENUP INDUSTRIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Greenup Industries, LLC
2400 Veterans Blvd Ste 500
Kenner, LA 70062
Case No.: 23-12179
Business Description: Greenup is a provider of pecialized services
and procurement support to a diverse
clientele, including the oil and gas,
construction, telecommunication, and other
industries, as well as city, parish, state,
and federal governments.
Chapter 11 Petition Date: December 20, 2023
Court: United States Bankruptcy Court
Eastern District of Louisiana
Judge: Hon. Meredith S. Grabill
Debtor's Counsel: Michael E. Landis, Esq.
HELLER, DRAPER & HORN, LLC
650 Poydras Street
Suite 2500
New Orleans, LA 70130
Tel: 504-299-3300
Email: mlandis@hellerdraper.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rodney D. Greenup, Jr. as president and
sole member.
A copy of the Debtor's list of 20 largest unsecured creditors is
now available for download at PacerMonitor.com.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZU3XLLY/Greenup_Industries_LLC__laebke-23-12179__0001.0.pdf?mcid=tGE4TAMA
GRO-MOR PLANT: Seeks to Hire CGA Law Firm as Bankruptcy Counsel
---------------------------------------------------------------
Gro-Mor Plant Food Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
CGA Law Firm to handle its Chapter 11 case.
The firm will be paid at these rates:
Lawrence V. Young, Esq. $405 per hour
Brent C. Diefenderfer, Esq. $330 per hour
E. Haley Rohrbaugh, Esq. $250 per hour
Christina M. Locondro, paralegal $135 per hour
Kenny Brayboy, paralegal $135 per hour
The firm received a retainer in the amount of $15,405.
As disclosed in court filings, CGA Law Firm is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lawrence V. Young, Esq.
CGA Law Firm
135 North George Street
York, PA 17401
Telephone: (717) 347-0532
Facsimile: (717) 843-9039
Email: lyoung@cgalaw.com
About Gro-Mor Plant Food Company, Inc.
Gro-Mor Plant Food Company, Inc. offers a full line of liquid plant
foods and micronutrients as well as liquid nitrogen.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13726) on December 8,
2023. In the petition signed by M. Dwane Moyer, president, the
Debtor disclosed $4,450,412 in total assets and $2,884,075 in total
liabilities.
Judge Patricia M. Mayer oversees the case.
Lawrence V. Young, Esq., at CGA LAW FIRM, represents the Debtor as
legal counsel.
HARBOR CUSTOM: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington,
at Tacoma, authorized Harbor Custom Development, Inc. and
affiliates to use cash collateral on an interim basis, in
accordance with the budget, with a 10% variance.
As of the Petition Date, Debtor HCDI was indebted in the
approximate amount of $14.322 million pursuant to the Loan
Agreement, dated as of March 27, 2022, by and among the HCDI and
BankUnited, N.A.
The HCDI Revolving Lender is secured by liens on (i) all or
substantially all of the assets of the Debtor HCDI pursuant to that
certain Security Agreement, dated as of March 7, 2022, and UCC-1
Filing with the Washington State Department of Licensing (Filing
No. 2022-076-6595-6 on March 17, 2022) and (ii) the membership
certificates of Debtors Pacific Ridge CMS, LLC, HCDI FL Condo LLC,
and HCDI at Semiahmoo, LLC, pursuant to the Amendment to Loan
Agreement dated as of February 22, 2023.
As of the Petition Date, Debtor HCDI is indebted to Sound Capital
Loans, LLC in the approximate total amount of $20.2 million related
to Sound Capital's interest in the CA and TX Properties.
As of the Petition Date, Debtor Belfair Apartments, LLC is indebted
to Sound Capital Loans, LLC in the amount of $20.2 million,
pursuant to a Promissory Note Secured by Deed of Trust with a
principal amount of $20 million dated June 26, 2023.
As security, Belfair View executed and delivered to Sound Capital a
Deed of Trust, Assignment of Rents, Security Agreement, and Fixture
Filing as recorded under Mason County Auditor's File No. 2199038.
As the Petition Date, Debtor Belfair View collected approximately
$141,692 in monthly rental income from Phase 1, with operating
expenses of approximately $82,316.
As of the Petition Date, Debtor Pacific Ridge is indebted to Sound
Capital in the amount of $20.297 million, pursuant to that certain
Promissory Note Secured by Deed of Trust with a principal amount of
$20.2 million dated on or about October 5, 2021, between Pacific
Ridge and Sound Capital.
The Pacific Ridge Secured Loan is secured by a Deed of Trust,
Assignment of Rents, Security Agreement, and Fixture Filing, as
recorded in the Pierce County Auditor's File No. 202110080578. As
the Petition Date, Debtor Pacific Ridge collected approximately
$125,424 in monthly rental income, with operating expenses of
approximately $72,427.
As adequate protection for the Debtors' use of cash collateral, the
Secured Lenders are granted a replacement lien in the Debtors'
postpetition assets of the same kind, type, and nature as the
Prepetition Collateral in which such Secured Party held a lien.
As additional adequate protection to the Secured Parties, the
Debtors will:
a. continue to maintain insurance on their assets as the same
existed as of the Petition Date; and
b. provide to the Secured Lenders and the Unsecured Creditors
Committee (if and when formed), on or before the 20th day of each
month, a report reflecting actual revenues and expenses for the
prior month, as compared to the Budget for that month.
A final hearing on the matter is set for January 12, 2024 at 9
a.m.
A copy of the order is available at https://urlcurt.com/u?l=oAJk63
from PacerMonitor.com.
About Harbor Custom Development, Inc.
Harbor Custom Development, Inc. is a real estate development
company involved in all aspects of the land development cycle,
including land acquisition, entitlement, development, construction
of project infrastructure, home and apartment building
construction, marketing, and sales of various residential
projects.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on December
11, 2023. In the petition signed by Shelly Crocker, chief
restructuring officer, the Debtor disclosed $223,981,000 in assets
and $172,528,500 in liabilities.
Judge Mary Jo Heston oversees the case.
Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., represents
the Debtor as legal counsel.
HARTMAN SPE: Has Deal on Cash Collateral Access
-----------------------------------------------
Hartman SPE, LLC and KeyBank National Association, as Master
Servicer and Special Servicer for U.S. Bank National Association,
in its capacity as Trustee for the benefit of the Holders of the GS
Mortgage Securities Trust 2018-HART, Commercial Pass-Through
Certificates, Series 2018-HART and the RR Interest Owner advised
the U.S. Bankruptcy Court for the District of Delaware that they
have reached an agreement regarding the Debtor's use of cash
collateral and now desire to memorialize the terms of this
agreement into an agreed order.
The Debtor requires use of cash collateral through March 2, 2024,
to continue to operate its business in the ordinary course, pay the
costs associated with the Chapter 11 Case, and emerge from Chapter
11 pursuant to a plan of reorganization.
The parties agreed that the Debtor may use cash collateral through
March 2, 2024.
The Debtor's Permitted Variances as defined in Paragraph 8(a) of
the Final Cash Collateral Order will continue in the aggregate from
entry of the Final Cash Collateral Order through and including the
new budgeted periods.
From and after the filing of the Stipulation, the Parties agree
that, pending any application to the Prepetition Secured
Obligations, the net proceeds of any asset sales will be held in
the Excess Cash Flow Reserve Account.
The Debtor will pay all ad valorem taxes as they come due,
including, in particular, Texas property taxes due by January 31,
2024.
The terms of the Final Cash Collateral Order will remain in full
force and effect.
A copy of the stipulation is available at
https://urlcurt.com/u?l=rLrCv3 from PacerMonitor.com.
About Hartman SPE, LLC
Hartman SPE, LLC is a lessor of nonresidential buildings. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 23-11452) on September 13, 2023. In
the petition signed by David Wheeler, president, the Debtor
disclosed up to $500 million in both assets and liabilities.
Judge Mary F. Walrath oversees the case.
William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP,
represents the Debtor as Delaware counsel. Katten Muchin Rosenman
LLP is the legal counsel.
HAWAIIAN ELECTRIC: Moody's Alters Outlook on 'B1' CFR to Stable
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Hawaiian
Electric Industries, Inc. (HEI), including its B1 corporate family
rating, and the ratings of its utility operating subsidiary
Hawaiian Electric Company, Inc. (Hawaiian Electric), including its
Ba3 senior unsecured rating. At the same time, Moody's changed HEI
and Hawaiian Electric's outlooks to stable from ratings under
review. HEI's speculative grade liquidity rating remains SGL-3.
This concludes the review of the ratings initiated on August 18,
2023 following catastrophic wildfires on the island of Maui.
RATINGS RATIONALE
"The pressure on Hawaiian Electric's credit profile has been
alleviated as a result of several positive developments since the
August wildfires, including proactive efforts by the state of
Hawaii to develop a plan to address the financial and legal issues
raised by the fires," said Toby Shea, VP – Senior Credit Officer.
Most notably, Hawaii Governor Josh Green's recently announced "One
'Ohana" Initiative is a collective effort by the state, Hawaiian
Electric, Maui County, and other stakeholders to provide financial
support for those most affected by the wildfires. The initiative
seeks to compensate victims quickly using contributions from both
private and governmental entities, including Hawaiian Electric, as
an alternative to lengthy and expensive litigation that could take
years to resolve.
The successful implementation of Governor Green's One 'Ohana
Initiative has the potential to mitigate Hawaiian Electric's
litigation exposure and address many of the uncertainties facing
the utility. The Governor announced the first phase of the
initiative on November 8, which included at least $150 million of
funding made available to compensate families for death and serious
bodily injuries caused by the fires. On December 15, the Governor
indicated the first phase of the initiative would have at least
$162.5 million of funding. In exchange for receiving a payment from
the initiative, beneficiaries would be required to waive their
ability to pursue legal claims for wrongful death and injuries. It
is envisioned that in the next phase of the initiative, the process
will move to compensating property owners and businesses for
economic damages. These compensation programs have not yet been
developed, but like the first phase, it is hoped to provide an
alternative to fire victims that may be preferable to a lengthy,
uncertain, and expensive litigation process that could take years
to conclude. Also, as a part of these initiatives, the Hawaii
Legislature is expected to consider implementing statutory and
regulatory changes in early 2024 to provide financial support for
companies and reduce wildfire risk.
Other developments that have helped to stabilize Hawaiian
Electric's credit profile since the wildfires include the
following:
-- Initial estimates that there were over 1,000 people dead or
missing immediately after the wildfires have fallen dramatically,
with approximately 100 deaths ultimately recorded by Maui County.
-- Hawaiian Electric has said its equipment likely caused a fire
in Lahaina on the morning of August 8 and that the fire department
reported that it had been contained and left the scene. A fire that
began in the same area later that afternoon – about 6 hours after
Hawaiian Electric's power lines had been de-energized - caused
Lahaina's devastation. The cause of that fire has not been
determined.
-- Some lawsuits originally filed against Hawaiian Electric in the
immediate aftermath of the fires have been broadened considerably
to include the state of Hawaii, Maui County, large landowners,
telecommunication companies, and cable TV providers. A
determination of the cause of the wildfires by Maui County could
take months.
-- Hawaiian Electric successfully paid off $100 million of debt
securities due in November 2023 and has no additional debt
maturities until 2025.
-- HEI has maintained adequate liquidity by suspending the HEI
dividend to common shareholders; the utility has maintained
adequate liquidity by drawing on its unsecured bank facilities, and
it is currently considering the implementation of an accounts
receivable credit facility. HEI could also sell its American
Savings Bank or Pacific Current infrastructure subsidiaries to
maintain liquidity if necessary.
Although the cause of the Maui wildfires has not yet been
determined, since the August event, Hawaiian Electric's culpability
for being the ignition source of the most devastating Lahaina fire
has come into question. The Lahaina fire, which occurred on the
afternoon of August 8, 2023, caused approximately 100 deaths and
devasted the town of Lahaina. News reports immediately following
the fire suggested that Hawaiian Electric's power lines were the
ignition source. While a downed utility power line did indeed
ignite a fire on the morning of August 8, that fire was 100%
contained by 9 am, according to the Maui County fire department.
There was another fire reported in the same vicinity at around 3
pm, and that fire was ultimately the one that caused the death and
destruction in Lahaina. However, by that time, according to
Hawaiian Electric's records, its power lines had been de-energized
for more than six hours.
Even if Hawaiian Electric's equipment was not the ignition source
of the afternoon fire, the utility will still likely shoulder some
of the costs associated with fire damage. However, Hawaiian
Electric's conduct is not the only one under scrutiny, so other
parties are likely to share the financial burden, and resolving the
litigation will not occur for several years.
Most of these lawsuits allege that the defendants, including Maui
County, the State of Hawaii, private landowners, and
telecommunication companies, were responsible for or negligent in
failing to prevent or respond to the wildfires that led to the loss
of life and property destruction. Other claims include, among other
things, personal injury, wrongful death, emotional distress, and
inverse condemnation. The fire and the subsequent devastation,
according to some of the suits, could have been caused or
exacerbated by, among other things, shortcomings in emergency
response, inadequate vegetation management on private and State
properties, and poorly constructed telecommunication equipment
placed onto the poles that also support electric distribution
infrastructure.
Hawaiian Electric's Environmental, Social, and Governance Issuer
Profile Scores (IPS) are unchanged as ESG considerations continue
to be a key driver of the company's credit quality. These include
Hawaiian Electric's social issuer profile score of S-5, its
environmental issuer profile score of E-4, and its governance
issuer profile score of G-3. Hawaiian Electric's ESG credit impact
score remains CIS-5, which indicates that ESG considerations have a
pronounced impact on the current rating.
Liquidity
The SGL-3 rating reflects Hawaiian Electric's adequate liquidity,
as it currently generates enough cash flow from operations to cover
most traditional maintenance capital expenditures. HEI has
suspended its dividends of about $40 million per quarter, reducing
demand on Hawaiian Electric's cash flow.
The company's primary source of liquidity is currently cash on
hand. At the end of the third quarter of 2023, the cash balance was
$127 million at the holding company and $275 million at the
utility. Hawaiian Electric has a $200 million revolving credit
facility, and HEI has a $175 million revolving credit facility,
both of which were fully drawn on August 21, 2023.
The revolving credit facilities do not contain any rating triggers
that would affect access to the commitments and do not require a
material adverse change (MAC) representation for borrowings. HEI's
credit facility contains a financial covenant requiring HEI to
maintain a debt-to-capitalization ratio (on a non-consolidated
basis) of less than 50%. The requirement for Hawaiian Electric's
revolving credit facility is to maintain at least 35% equity at the
utility. HEI and Hawaiian Electric have capitalization ratios well
within their covenant requirements, which could be affected if
there are material write-offs negatively affecting equity levels.
Hawaiian Electric and HEI's revolving facilities expire on May 14,
2027, except a small portion of each ($20 million at Hawaiian
Electric and $17 million at HEI) that expire on May 14, 2026.
Because of Hawaiian Electric's need to maintain adequate liquidity,
Moody's expects the company to secure funding first before
embarking on any additional major growth capital expenditures.
Hawaiian Electric and HEI do not have any debt maturities in 2024,
although Hawaiian Electric has $47 million of senior notes, and HEI
has $50 million of senior notes due in 2025.
The company could create alternative sources of liquidity by
securitizing its account receivables or selling assets. To that
end, Hawaiian Electric has notified the Hawaiian Public Utility
Commission that it intends to set up a $200 million account
receivable credit facility. The company, however, has not indicated
that it intends to generate additional liquidity through asset
sales.
Outlook
The stable outlooks on Hawaiian Electric and HEI reflect Moody's
view that the pressure on the organization's credit quality has
been alleviated by the proactive efforts by the state of Hawaii to
provide a constructive solution to the financial and legal issues
raised by the fires; indications that the utility may not be at
fault for causing the most serious fire; and the utility's adequate
liquidity and ongoing ability to meet its debt and other
obligations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
Moody's could take a positive rating action should the efforts
being undertaken by the Hawaii Governor and other stakeholders,
most notably the One' Ohana Initiative, provide clarity over the
magnitude and timing of Hawaiian Electric wildfire obligations, and
they remain manageable for the utility.
Moody's could also take positive action if there is state support
or regulatory action to address future wildfire risk at the
utility.
Factors that could lead to a downgrade
Hawaiian Electric could be downgraded if the efforts on the part of
the Governor and the state of Hawaii are not successful in putting
in place a collective solution to address and resolve the financial
liabilities and legal issues associated with the wildfires. If it
becomes more likely that the utility will be liable for and have to
pay substantial wildfire claims that could weaken its financial
condition, or if the utility's liquidity materially deteriorates, a
downgrade could also occur.
Hawaiian Electric Company, Inc. is an operating utility that also
owns two operating utility subsidiaries – Maui Electric Company,
Limited (MECO, unrated) and Hawaii Electric Light Company, Inc.
(HELCO, unrated). It is a subsidiary of Hawaiian Electric
Industries, Inc., which is also the parent holding company of
American Savings Bank FSB (unrated) and Pacific Current, LLC
(unrated), an unregulated green energy and sustainable
infrastructure business. Hawaiian Electric and its subsidiaries are
regulated public utilities that provide electricity to 95% of
Hawaii's 1.44 million residents on the islands of Oahu, Maui,
Hawaii, Lanai, and Molokai. Hawaiian Electric serves the island of
Oahu; MECO serves the islands of Maui, Molokai, and Lanai; and
HELCO serves the island of Hawaii.
LIST OF AFFECTED RATINGS
Issuer: Hawaiian Electric Industries, Inc.
Confirmations:
Corporate Family Rating, Confirmed at B1
Probability of Default Rating, Confirmed at B2-PD
Affirmations:
Commercial Paper, Affirmed NP
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Issuer: Hawaiian Electric Company, Inc.
Confirmations:
Preferred Stock (Local Currency), Confirmed at B3
Affirmations:
Commercial Paper (Local Currency), Affirmed NP
Outlook Actions:
Outlook, Changed To Stable From Rating Under Review
Issuer: Hawaii Department of Budget & Finance
Confirmations:
Backed Senior Unsecured Revenue Bonds (Local Currency), Confirmed
at Ba3
Underlying Senior Unsecured Revenue Bonds (Local Currency),
Confirmed at Ba3
The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in June 2017.
HBL SNF: No Resident Care Concerns, 9th PCO Report Says
-------------------------------------------------------
Joseph Tomaino, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Southern District of New
York his ninth report regarding the quality of patient care
provided at HBL SNF, LLC's nursing facility in White Plains, N.Y.
The report contains the PCO's findings from his visit to the White
Plains facility on Dec. 13, during which he toured the facility and
interviewed several patients, staff, and administration.
The PCO made a site visit during the second shift and interviewed
four short stay patients in response to several complaints over the
past months on responsiveness of staff, particularly on second and
third shifts. Three of the four indicated good responses to all
three of these areas. One of the four responded positively to
delivery of rehab services and the quality of food. He indicated
that staff could be more responsive to calls for assistance,
especially at night. The administrator was with the PCO during
these interviews and indicated that he would follow up with
sensitivity training for staff on evening and night shifts.
The PCO noted that there appears to be no difficulty currently
meeting payroll obligations nor with obtaining supplies,
medications and vendor services. There are no reported or
observable staffing, medical records, or quality of care issues.
HBL SNF and management have been cooperative and communication with
the PCO appears to be transparent.
A copy of the ninth ombudsman report is available for free at
https://urlcurt.com/u?l=Xk1mlK from Omni Agent Solutions, claims
agent.
About HBL SNF
HBL SNF, LLC, doing business as Epic Rehabilitation and Nursing at
White Plains, operates a 160-bedroom skilled nursing and
rehabilitation facility located at 120 Church St., White Plains,
N.Y. The facility, which opened in late 2019, provides an array of
healthcare services, including neurological, respiratory,
orthopedic, occupational, psychiatric, and many other medical and
rehabilitative services.
HBL SNF filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22623) on Nov. 1,
2021, listing $9,131,311 in total assets and $20,128,876 in total
liabilities. Heidi J Sorvino, Esq., at White and Williams, LLP
serves as Subchapter V trustee.
Judge Sean H. Lane oversees the case.
The Debtor tapped Klestadt Winters Jureller Southard & Stevens, LLP
as bankruptcy counsel; Michelman & Robinson, LLP as special
litigation counsel; and HMM CPAs, LLP as accountant.
Joseph J. Tomaino, the patient care ombudsman appointed in the
case, is represented by SilvermanAcampora, LLP.
HEARGEN LLC: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
HearGen, LLC to use cash collateral on an interim basis, in
accordance with the budget, with a 10% variance.
WS Audiology USA, Inc., f/k/a Siemens Hearing Instruments, Inc. and
f/k/a Sivantos, Inc. assert an interest in the Debtor's cash
collateral.
Prior to the Petition Date, on December 20, 2019, the Debtor
executed a Promissory Note and a Loan Agreement with WS Audiology,
pursuant to which the Debtor obtained a loan in the principal
amount of $250,000. The terms of the Loan require the Debtor to pay
principal and interest pursuant to an amortization schedule for a
period of 60 months. The Loan has an annual interest rate of 4%, a
default interest rate equal 18 to the Loan Rate plus 8%, and a late
fee charge of 1.3% monthly. Section 8(a) of the Promissory Note
provides, inter alia, that if WS Audiology retains the services of
counsel by reason of a claim of default or on account of any matter
involving the Promissory Note, then all costs of suit and all
reasonable attorneys' fees and such other reasonable expenses
incurred by WS Audiology will be paid by the Debtor on demand and
will be part of the Debtor's obligations under the Loan.
The Debtor defaulted under the Loan on or about January 31, 2023.
As of the Petition Date, the balance due and owing to WS Audiology
on account of the Loan is not less than $186,694. WS Audiology
asserts that interest continues to accrue on the Loan at the
Default Rate of 12%, plus the monthly Late Charge and accruing
legal fees. The Debtor reserves all rights to dispute the post
petition accrual of interest at the default rate, late charges and
the right to accruing legal fees.
The Debtor and WS Audiology are also parties to the supply
agreement, entered into in December 2019, pursuant to which WS
Audiology sells certain audiologic devices to the Debtor at
specified prices, provided that the Debtor meets certain
obligations, including certain minimum business volume and sales
requirements. As of the Petition Date, the Debtor is in default
under the Supply Agreement and WS Audiology is owed an amount of
not less than $27,183 under the Supply Agreement.
As adequate protection, WS Audiology is granted a continuing,
additional replacement lien and security interest pursuant to 11
U.S.C. Bankruptcy Code Section 361, 362 and 363, in all of the
Debtor's current and hereafter acquired assets, whether real or
personal.
The Replacement Liens are valid, enforceable and fully perfected,
and no filing or recordation or any other act in accordance with
any applicable local, state or federal law is necessary to create
or perfect such lien and security interest.
To the extent of any Diminution in Value of its Collateral, WS
Audiology will have the right to assert a superpriority
administrative expense claim as provided for in 11 U.S.C. Section
507(b) against the Debtor.
The Stipulated Order will be effective until the first to occur of:
(i) 90 days after the date of entry of the Stipulated Order, unless
WS Audiology consents in writing to the continuation of the
effectiveness of the Stipulated Order; (ii) the effective date of
the Plan; and (iii) the date of dismissal or conversion of the
Chapter 11 case.
The Debtor will pay to WS Audiology monthly adequate protection
payments in an amount equal to $2,000. The first Adequate
Protection Payment will be paid to and received by WS Audiology on
or before January 3,2024, and subsequent Adequate Protection
Payments will be paid on the 10th day of each month.
The Debtor will maintain insurance on the Collateral and will
designate WS Audiology as a loss payee or additional insured in
accordance with the Loan and related loan documents and agrees to
provide proof of insurance within seven days upon written request
of WS Audiology.
A copy of the order is available at https://urlcurt.com/u?l=5uRCbD
from PacerMonitor.com.
About HearGen, LLC
HearGen, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 4:23-bk-08860-SHG) on
December 11, 2023. In the petition signed by Christopher D.
Beckham, managing member, the Debtor disclosed up to $100,000 in
assets and up to $500,000 in liabilities.
Judge Scott H. Gan oversees the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, PC, represents the
Debtor as legal counsel.
HORIZON KIDZ: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Horizon Kidz, LLC, a Nevada limited liability corporation, to use
cash collateral on an interim basis, in accordance with the budget,
pending a final hearing set for December 28, 2023 at 1:30 p.m.
On February 15, 2018, 4R4 Sons entered into a Business Loan
Agreement with Meadows Bank, Small Business Lending Division for
the principal amount of $1.440 million. The Loan Agreement is
secured by a note entered into with the Small Business
Administration on February 15, 2018, and further secured by the
UCC-1 filed with the Nevada Secretary of State by Meadows Bank on
January 1, 2018, as document number 2018000536-4, and subsequently
renewed on November 2, 2022, as document number 2022284157-1.
Pursuant to the Loan Agreement and the Meadows Bank UCC, Meadows
Bank was granted a security interest in all inventory, chattel
paper, accounts, equipment, general intangibles, products and
proceeds wherever located.
Pursuant to the Note, payments on the principal and interest are to
be made on a monthly basis in the amount of $13,090. Payments to
Meadows Bank are current, and it is estimated that the principal
amount owing to Meadows Bank is approximately $300,000.
Meadows Bank has a perfected security interest in substantially all
of the Debtor's personal property, including all accounts and
personal property of the Debtor's non-debtor affiliates and parent
corporation. Thus Meadows Bank is adequately protected and the
Debtor believes that adequate monthly payments are not necessary in
this circumstance. 4R4 Sons has continued to make its monthly
obligations to Meadows Bank and is not delinquent in any of its
obligations.
A copy of the motion is available at https://urlcurt.com/u?l=szQkS9
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=s33jVv
from PacerMonitor.com.
About Horizon Kidz
Horizon Kidz, LLC is a Nevada limited liability company that was
formed on April 18, 2011. The Debtor is owned and controlled by 4R4
Sons, LLC, a Nevada limited liability company who is the sole owner
and operator of several childcare centers in the Las Vegas area.
The Debtor's business is located at 1475 W. Horizon Ridge, Suite
100, Henderson, Nevada.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Nev. Case No. 23-13890) on Sept. 7,
2023, with $100,001 to $500,000 in both assets and liabilities.
Judge Hilary L. Barnes oversees the case.
Zachariah Larson, Esq., at Larson & Zirzow, LLC represents the
Debtor as legal counsel.
HUMAN HOUSING: Court OKs Sale of Louisville Property for $85,000
----------------------------------------------------------------
Elizabeth Woodward, Chapter 11 Subchapter V trustee for Human
Housing Henrietta Hyatt, LLC received approval from the U.S.
Bankruptcy Court for the Western District of Kentucky to sell the
company's real property.
Colin Drake, a resident of Louisville, offered $85,000 to buy the
property located at 1601 S. Shelby St., Louisville, Ky.
The property will be sold "free and clear of liens, claims,
interests, and encumbrances," according to the sale agreement
executed by the trustee and the buyer on July 13.
About Human Housing Henrietta Hyatt
Human Housing Henrietta Hyatt, LLC, a company in Louisville, Ky.,
filed Chapter 11 petition (Bankr. W.D. Ky. Case No. 22-30060) on
Jan. 17, 2022, with $863,930 in total assets and $1,149,889 in
total liabilities. Judge Alan C. Stout oversees the case.
James F. Guilfoyle, Esq., at Guilfoyle Law Office, LLP serves as
the Debtor's legal counsel.
Elizabeth Woodward, the Subchapter V trustee appointed in the case,
is represented by Gray Ice Higdon, PLLC.
IMPEL PHARMACEUTICALS: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief undre Chapter 11 of the Bankruptcy Code:
Debtor Case No.
Impel Pharmaceuticals Inc. (Lead Case) 23-80016
201 Elliot Avenue West
Suite 260
Seatle WA 98119
Impel NeuroPharma Australia Pty Ltd 23-80015
40 City Road
Floor 19, HWT Tower
Southbank Victoria 3006
Business Description: The Debtor is a commercial-stage
biopharmaceutical company with a mission to
develop transformative therapies for people
suffering from diseases with unmet medical
needs, including the acute treatment of
migraine headaches via the Debtor's flagship
drug -- Trudhesa.
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Judge: Hon. Stacey G. Jernigan
Debtors' Counsel: Rakhee Patel, Esq.
SIDLEY AUSTIN LLP
2021 McKinney Ave, Suite 2000
Dallas, Texas 75201
Tel: (214) 981-3421
Email: rpatel@sidley.com
Debtors'
Special
Corporate
Counsel: FENWICK & WEST LLP
Debtors'
Investment
Banker: MOELIS & COMPANY
Total Assets as of September 30, 2023: $35,073,000
Total Debts as of September 30, 2023: $126,978,000
The petitions were signed by Brandon Smith as chief restructuring
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BMILIFY/Impel_NeuroPharma_Australia_Pty__txnbke-23-80015__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/BW4MUOA/Impel_Pharmaceuticals_Inc__txnbke-23-80016__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Symphony Health Trade Debt $482,358
4130 ParkLake Ave.
Suite 400
Raleigh, NC 27612
Natalia Garcia
Phone: 52 55 4122 6141
Email: natalia.garcia2@iconplc.com
2. Good Apple Trade Debt $292,661
P.O. Box 1695
Lakeville, CT 06039
Phone: 646-450-7126
Email: accounting@goodapple.com
3. Pharmaceutical Data Services (PDS) Trade Debt $201,500
3000 Whitney Ave.
Box 138
Hamden, CT 06518
Jeremy Destito,
Phone: 203-376-9803
Email: jeremy.destito@gopds.net
4. ASPN Pharmacies, LLC Trade Debt $120,000
200 Park Ave. Suite 300
Florham Park, NJ 07932
Ronak Patel
Phone: 973-5648004
Email: ronak.patel@asembia.com
5. TrnDigital, LLC Trade Debt $82,113
200 Portland St Floor 5
Boston, MA 02114
Shailendra Singh
Phone: 860-460-6559
Email: shailendra.singh@trndigital.com
6. PPD Development Trade Debt $78,770
8551 Research Way, Suite 90
Middleton, WI 53562
Gerald Maquera
Phone: 608-203-4020
Email: gerald.maquera@ppd.com
7. Amex Trade Debt $70,000
200 Vesey Street
New York, NY 10285
Shelly A. Laycock
Phone: 480-559-7268
Email: shelley.a.laycock@aexp.com
8. Cardinal Health Trade Debt $69,626
7000 Cardinal Place
Dublin, OH 43017
Vivek Kumar
Phone: 614.553.4460
Email: vivek.kumar05@cardinalhealth.com
9. Phil, Inc. Trade Debt $60,000
2443 Fillmore St. #380-1423
San Francisco, CA 94115
Deepak Thomas
Email: deepak@phil.us
10. Citeline Trade Debt $56,921
Caerus US 1 Inc.
1 Penn Plz Ste 2505
New York, NY 10119-2500
David Ross
Phone: 646.984.4007
Email: david.ross@informa.com
11. Med Communications, Inc. Trade Debt $53,276
5100 Poplar Ave. Suite 450
Memphis, TN 38137
Kristi Pearson
Phone: 901-578-3200
Email: kristi.pearson@medcomminc.com
12. SHOP-PR LLC_TWELVENOTE Trade Debt $42,000
140 Broadway 28th Floor
New York, NY 10005
LaToria Jones
Phone: 703-258-9066
Email: ljones@lippetaylor.com
13. Two Labs Holdings LLC Trade Debt $35,290
110 Riverbend Ave. Suite 100
Powell OH 43065
Glenda Padilla
Phone: 614.822.7738
Email: glenda.padilla@envisionpharma.com
14. CPA Global Trade Debt $33,378
2318 Mill Road 12th Floor
Alexandria, VA 22314
Jai Shekhawat
Phone: 646-517-1527
Email: jai.shekhawat@clarivate.com
15. QPharma Trade Debt $33,069
22 South St.
Morristown, NJ 07960
Melissa Raygada
Phone: 973-656-0011
Email: Melissa.Raygada@qpharmacorp.com
16. Integrichain Trade Debt $32,000
8 Penn Center 1628 JFK Blvd. Suite
300 Philadelphia, PA 19103
Jillian Smiley,
Phone: 630-301-9608
Email: jsmiley@integrichain.com
17. CFI Workspace Trade Debt $31,290
7001 N. Park Dr.
Pennsauken, NJ 08109
Barbara Dockery
Phone: 215.279.9410 ext 410
Email: bdockery@cfiworkspace.com
18. Donnelley Financial Solutions Trade Debt $31,060
35 W. Wacker Drive
Chicago IL 60601
Anne Livingston
Phone: 855.542.9011
Email: accounts-receivable@dfinsolutions.com
19. CCG Corporate Mailings, Inc. Trade Debt $29,956
14 Henderson Dr,
West Caldwell, NJ 07006
Annamarie Palk
Phone: 973.808.0009 ext, 2102
Email: a_dannacher@corpcomm.com
20. Juice Pharma Worldwide Trade Debt $26,000
132 West 31st St.
New York, NY 10001
Chi Cheung
Phone: 212-367-2416
Email: ccheung@juicepharma.com
21. Clinigen CSM, Inc Trade Debt $25,156
342 42nd St. S.
Fargo, ND 58103
Nick Leary
Phone: 267.603.5566
Email: nicholas.leary@clinigengroup.com
22. Carepoint Healthcare LLC Trade Debt $25,000
9 Commerce Drive,
Schaumburg, IL 60173
Bhavesh Patel
Phone: 855.237.9112
Email: bpatel@carepointrx.com
23. Imprint Science Trade Debt $17,684
3 Columbus Circle Floor 7
New York NY 10019-8750
Leela Ramdas
Phone: 212.614.5088
Email: Leelawattee.Ramdas@vmlyr.com
24. Healthcare Alliance Group Trade Debt $14,914
101 Laurel Road, Suite 100
Voorhees, NJ 08043
Jill Kowalew
Phone: 215.262.8047
Email: jkowalew@rmcom.net
25. Mainehealth Trade Debt $14,357
One Dana Court
Westbrook ME 04092
Melanie Hounchell
Phone: 513.885.7435
Email: Melanie.Hounchell@mainehealth.org
26. CobbleStone Systems Corp Trade Debt $13,894
428 S White Horse Pike
Lindenwold, NJ 08021
Matthew Hughes
Phone: 866.330.0056 ext 1111
Email: mhughes@cobblestonesoftware.com
27. InsightSoftware Trade Debt $12,107
8529 Six Forks Road Ste 300
Raleigh NC 27615
Christine Sadorra
Phone: 919.872.7800
Email: christine.sadorra@insightsoftware.com
28. Marketo Trade Debt $10,074
901 Mariners Island Blvd. Suite 500
San Mateo, CA 94404
Nick Moore
Phone: 970.390.9173
Email: nmoore@adobe.com
29. UW Center for Comotion Trade Debt $10,000
4545 Roosevelt Way NE #400,
Seattle, WA 98105
Dennis A. Hanson, PhD,
Phone: 206.543.0430
Email: hansonda@uw.edu
30. PSKW, LLC (ConnectiveRx) Trade Debt $8,150
P.O. Box 825135
Philadelphia, PA 19182-5147
Lea Quizon
Phone: 908-809-6154
Email: lea.quizon@connectiverx.com
INNOVATIVE GENOMICS: Wins Cash Collateral Access Thru Feb 2024
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized Innovative Genomics, LLC to use cash
collateral on a final basis in accordance with the budget, with a
10% variance, through February 12, 2024.
The Debtor requires the use of cash collateral to pay its regular
business operating expenses and administrative expenses and other
ordinary expenses as they become due.
As adequate protection for the Debtor's use of cash collateral,
Simmons Bank, Lake City and U.S. Small Business Administration are
each granted a replacement lien to the same extent as any
pre-petition lien, pursuant to 11 U.S.C. Section 361(2) on the
property set forth in its security agreements, without any
prejudice to any rights of the Debtor to seek to void the lien as
to the extent, validity, or priority of said liens.
The Debtor will pay $5,000 on the 15th of each month as adequate
protection in respect of equipment upon which Simmons asserts a
lien, for the months of December and January and $11,319 on the
15th of each month as adequate protection in respect of the line of
credit for the months of December and January.
A copy of the order is available at https://urlcurt.com/u?l=HLvy1m
from PacerMonitor.com.
About Innovative Genomics
Innovative Genomics, LLC owns and operates a medical and diagnostic
laboratory in Miami, Fla.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16852) on Aug. 28,
2023, with $1 million to $10 million in both assets and
liabilities. Enrique Perez-Paris, president, signed the petition.
Judge Robert A. Mark oversees the case.
R. Scott Shuker, Esq., at Shuker & Dorris, P.A. represents the
Debtor as legal counsel.
INPIXON: Announces Record Date, Details for Subsidiary Spin-off
---------------------------------------------------------------
Inpixon announced that its board of directors has set Dec. 27, 2023
as the record date for determining the holders of Inpixon's
outstanding capital stock and certain other securities entitled to
the distribution of all the outstanding shares of Grafiti Holding
Inc. owned by Inpixon in connection with its previously announced
spinoff.
The Spin-off is required to be completed prior to the planned
business combination between Grafiti and Damon Motors, Inc., the
maker of the acclaimed HyperSport electric motorcycle. The Damon
HyperSport is expected to be one of the safest, smartest, and most
powerful motorcycles available in the market. Upon the completion
of the Business Combination, the combined company will be listed on
the Nasdaq Capital Market, subject to the approval of an initial
listing application.
Nadir Ali, CEO of Inpixon said, "I'm pleased to report we are
making progress with the planned Spin-off and the anticipated
business combination of Grafiti with Damon. This transaction
represents what we believe is a tremendous opportunity to maximize
value for our shareholders. Importantly, Damon's electric
motorcycles are poised to further innovate the transportation
industry, incorporating cutting-edge technology designed to solve
unaddressed safety problems in motorcycling. Moreover, with an
impressive 200 hp, 200 mph, 200 miles of range, and more than $85
million in non-binding reservations in hand, Damon holds the
potential to capture a meaningful share of the multi-billion global
motorcycle market."
On the Record Date, Inpixon plans to transfer all of the Spin-off
Shares to a liquidating trust for the benefit of the Record Date
Securityholders, which will hold the Spin-off Shares in trust until
the effectiveness of a registration statement covering the Spin-off
Shares, which Grafiti has confidentially submitted with the
Securities and Exchange Commission. Following the effectiveness of
the Registration Statement, the trust will distribute the Spin-off
Shares to the Record Date Securityholders on a pro rata basis.
During the period that the trust remains in possession of the
Spin-off Shares, and prior to their delivery to the Record Date
Securityholders, the beneficial interests in such shares will not
be certificated or tradable, and will not be transferrable prior to
consummation of the Business Combination. After the consummation
of the Business Combination, 80% of the Spin-off Shares will be
subject to lock-up restrictions, subject to release in two equal
tranches at 90 days and 180 days after consummation of the Business
Combination, subject to earlier release of all the locked-up shares
if the shares sustain a specified trading threshold on Nasdaq.
For U.S. federal and applicable state income tax purposes, the
Record Date Securityholders will be deemed to receive a
distribution of the Spin-off Shares from Inpixon as of the Record
Date.
The Record Date Securityholders and management holding Spin-off
Shares immediately prior to the closing of the Business Combination
are anticipated to retain approximately 18.75% of the outstanding
capital stock of the combined company determined on a fully diluted
basis, which includes up to 5% in equity incentives which may be
issued to Inpixon management.
Inpixon will retain its Industrial Internet of Things (IIOT)
business line and continue to progress toward completion of the
business combination transaction with XTI Aircraft Company.
Inpixon believes that these opportunities, when consummated, will
offer multiple opportunities for its shareholders to maximize the
value of their investment in Inpixon.
The Record Date Securityholders do not need to take any action.
Following the closing of the Business Combination, Inpixon
stockholders will continue to hold, along with their new common
shares of Grafiti, the same number of shares of Inpixon common
stock that they held immediately prior to the closing of the
Business Combination.
Factors that May Affect the Distribution and Spin-off
The distribution of the Spin-off Shares to the Record Date
Securityholders is conditioned upon the effectiveness of the
Registration Statement. In addition, the Business Combination is
subject to the satisfaction or waiver of certain closing
conditions, including approval of the Business Combination by Damon
securityholders, approval by the Supreme Court of British Columbia,
and a Plan of Arrangement for purposes of compliance with the
exemption from registration provided by Section 3(a)(10) under the
Securities Act of 1933, as amended, in connection with the issuance
by Grafiti of the merger consideration to Damon securityholders, as
well as approval by Nasdaq to list the shares of the combined
company. No assurance can be provided as to the timing of the
completion of the distribution and the Business Combination or that
all conditions to the Spin-off or the Business Combination will be
satisfied. Inpixon expects that there will be no public trading
market for the shares of Grafiti until or unless the Business
Combination is consummated.
Inpixon may elect to change the Record Date for the Spin-off to a
later date or to not proceed with the distribution.
About Inpixon
Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an
indoor data company and specializes in indoor intelligence. The
Company's Indoor Intelligence and industrial real-time location
system (RTLS) solutions are leveraged by a multitude of industries
to optimize operations, increase productivity, and enhance safety.
Inpixon reported a net loss of $66.3 million in 2022, a net loss of
$70.13 million in 2021, a net loss of $29.21 million in 2020, a net
loss of $33.98 million in 2019, and a net loss of $24.56 million in
2018.
INPIXON: Enters Into Warrant Inducement Letter Agreements
---------------------------------------------------------
Inpixon disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it entered into warrant inducement letter
agreements with the holders of the Common Stock Purchase Warrants
issued by the Company on May 17, 2023 and reissued on Dec. 15,
2023, as applicable.
Pursuant to the Inducement Agreements, in consideration for the
Holders exercising an aggregate of 55,000,000 Existing Warrants,
the Company agreed to (a) reduce the exercise price for the
Exercised Shares to from $0.10 to $0.0513 per share, which is equal
to a 30% discount to the average closing price of the Common Stock
(as reflected on Nasdaq.com) for the five trading days prior to the
execution of the Inducement Agreements, such that the Exercised
Shares will be exercised at the New Exercise Price, and (b) issue,
upon delivery of the aggregate exercise price for the Exercised
Shares, the Holders new unregistered Common Stock Purchase Warrants
to purchase up to a number of shares of common stock of the
Company, par value $0.001 per share, equal to 100% of the number of
Exercised Shares, exercisable five years from their issuance date
with an exercise price per share as described below, provided,
however, that the New Warrants will not be exercisable until the
approval of the shareholders of the Company as may be required by
the applicable rules and regulations of the Nasdaq Stock Market (or
any successor entity) with respect to the issuance of shares of
Common Stock underlying the New Warrants, provided, however, that
if after consultation with the Nasdaq Stock Market it is determined
that Shareholder Approval is not required for the exercise of the
New Warrants (on the basis that Shareholder Approval was obtained
on Dec. 8, 2023 via the future financing proposal that was approved
for the potential issuances of shares of Common Stock pursuant to
one or more potential non-public transactions in accordance with
Nasdaq Listing Rule 5635(d)), such New Warrants will be exercisable
at any time on or after the date on which the Company has provided
notice of such determination to the Holders.
The exercise price per share of the New Warrants will be equal to
$0.07324; provided, however, that the Company may, subject to
applicable rules and regulations of the Nasdaq Stock Market, reduce
the Exercise Price to $0.0513 per share of Common Stock.
The Company expects to receive gross proceeds from the exercise of
the Existing Warrants of $2,520,427.88, prior to deducting fees to
the Placement Agent and estimated expenses. The Company intends to
use the net proceeds for working capital and general corporate
purposes.
The Company engaged Joseph Gunnar & Co., LLC as the exclusive
placement agent in connection with the Inducement Agreements
pursuant to an engagement agreement, dated Dec. 13, 2023, by and
between the Company and the Placement Agent, and agreed to pay the
Placement Agent a cash fee equal to 5.5% of the aggregate gross
proceeds received from the Holders' exercise of their Existing
Warrants in the Warrant Exercise and to reimburse the Placement
Agent up to $25,000 for expenses (inclusive of legal fees) in
connection therewith.
The shares of Common Stock issuable upon exercise of the Existing
Warrants were registered pursuant to an effective registration
statement on Form S-1 (Registration No. 333-272904). The Company
agreed to maintain the effectiveness of the Resale Registration
Statement until such time as all Existing Warrants have been
exercised or expired. The New Warrants were sold in a private
placement, exempt from registration pursuant to Section 4(a)(2) of
the Securities Act of 1933, as amended, and/or Rule 506 promulgated
thereunder.
The New Warrants contain standard adjustments to the Exercise Price
including for stock splits and reclassifications. The New Warrants
also include certain rights upon "fundamental transactions" as
described in the New Warrants.
The New Warrants include cashless exercise rights to the extent the
shares of Common Stock underlying the New Warrants are not
registered under the Securities Act.
Under the Inducement Agreements, to the extent required under the
rules and regulations of the Nasdaq Stock Market, the Company
agreed to hold a special or annual meeting of shareholders no later
than the 90th calendar date following the date of the Inducement
Agreements for the purpose of seeking the Shareholder Approval.
Additionally, under the Inducement Agreements, the Company agreed
to, as soon as practicable (and in any event, on or prior to March
31, 2024), to the extent there is not a registration statement
covering the resale of the New Warrant Shares that is effective
under the Securities Act, file a registration statement on Form S-3
(or other appropriate form if the Company is not then S-3 eligible)
providing for the resale by the Holders of the New Warrant Shares
issuable upon exercise of the New Warrants; to use commercially
reasonable efforts to cause such registration statement to become
effective no later than the later of (i) 30 days following the
filing thereof and (ii) 120 days following the date of the
Inducement Agreements; and to keep such registration statement
effective at all times until no Holders owns any New Warrants. In
addition to the foregoing, to the extent there is not a
registration statement covering the resale of the New Warrant
Shares that is effective under the Securities Act, if at any time
following the date of the Inducement Agreements the Company
proposes for any reason to register any shares of Common Stock
under the Securities Act (other than pursuant to a registration
statement on Form S-4 or Form S-8 (or a similar or successor form)
or a shelf registration statement on Form S-3) with respect to an
offering of Common Stock by the Company for its own account or for
the account of any of its stockholders, the Company agreed, at each
such time, to promptly give written notice to the holders of the
New Warrants of its intention to do so and, to the extent permitted
under the provisions of Rule 415 under the Securities Act, include
in such registration statement the resale of all New Warrant Shares
with respect to which the Company has received written requests for
inclusion therein; provided, however, that such piggyback
registration rights expire one year after the issuance of the New
Warrants.
Under the terms of the New Warrants, a holder will not be entitled
to exercise any portion of any such warrant, if, upon giving effect
to such exercise, the aggregate number of shares of Common Stock
beneficially owned by the holder (together with its affiliates, any
other persons acting as a group together with the holder or any of
the holder's affiliates, and any other persons whose beneficial
ownership of Common Stock would or could be aggregated with the
holder's for purposes of Section 13(d) or Section 16 of the
Securities Exchange Act of 1934, as amended) would exceed either
4.99% or 9.99%, at such holder's election, of the number of shares
of Common Stock outstanding immediately after giving effect to the
exercise, as such percentage ownership is determined in accordance
with the terms of such warrant, which percentage may be increased
or decreased at the holder's election upon 61 days' notice to the
Company subject to the terms of such warrants, provided that such
percentage may in no event exceed 9.99%.
About Inpixon
Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an
indoor data company and specializes in indoor intelligence. The
Company's Indoor Intelligence and industrial real-time location
system (RTLS) solutions are leveraged by a multitude of industries
to optimize operations, increase productivity, and enhance safety.
Inpixon reported a net loss of $66.3 million in 2022, a net loss of
$70.13 million in 2021, a net loss of $29.21 million in 2020, a net
loss of $33.98 million in 2019, and a net loss of $24.56 million in
2018. As of Sept. 30, 2023, the Company had $27.65 million in
total assets, $19.76 million in total liabilities, and $7.88
million in total stockholders' equity.
INTERGALACTIC THERAPEUTICS: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------------
Debtor: Intergalactic Therapeutics, Inc., f/k/a IGTX, LLC
330 Cochiutate Road, #5088
Framingham, MA 01701
Business Description: Intergalactic Therapeutics is a company
specializing in developing non-viral gene
therapies based in Cambridge, MA.
Intergalactic uses synthetic biology and
engineered gene circuits to make covalently
closed and circular DNA ("C3DNA") molecules
designed to provide a potentially safer and
more effective solution for patients.
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 23-41067
Debtor's Counsel: Andrew G. Lizotte, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
28 State Street
Suite 3101
Boston, MA 02109
Tel: (617) 423-0400
Email: alizotte@murphyking.com
Debtor's
Financial
Advisor: VERDOLINO & LOWEY, P.C.
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Charles Allen as president, secretary,
and treasurer.
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/2H6MMCY/Intergalactic_Therapeutics_Inc__mabke-23-41067__0001.0.pdf?mcid=tGE4TAMA
IPMI 3 LLC: Moody's Lowers Rating on $110MM Revenue Bonds to Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded IPMI 3, LLC's (NM) $110
million outstanding Taxable Revenue Bonds, (Bureau of Indian
Affairs Project), Series 2021 to Ba1 from Baa3 and placed the
rating under review for downgrade. The outlook previously was
negative.
RATINGS RATIONALE
The downgrade to Ba1 reflects increased uncertainty about timely
renewal of the lease of the BIA I facility, one of the two
buildings financed with the bonds, which expires March 14, 2024.
Progress toward a definitive renewal or temporary extension of the
lease has been slow. The early 2024 expirations of the federal
budget continuing resolutions could also disrupt the government's
ability to engage in lease renewal negotiations.
Even though uncertainty about renewal timing has increased, Moody's
still views the renewal as very likely but the likelihood
diminishes as the lease termination date approaches. The second
lease expires December 1, 2025. Weak office market metrics in
Albuquerque, New Mexico, where the financed project is located,
also reflect a favorable environment for the tenant and could make
negotiations with the property owner more difficult depending on
concessions the tenant requests.
The bonds mature December 1, 2028, after the lease terms for the
two buildings (BIA I and BIA II) end and high leverage will remain
but it is expected that the renewal terms, once they are executed,
will support a refinancing and repayment of amounts outstanding at
that time. In Moody's opinion the financed project, BIA's Southwest
Region headquarters, which includes its primary national data
center, its national tribal education facility and an Emergency
Operations Command Center, are essential to BIA's operations. This
is offset by the risk that future technology advancements, the
increased availability of online services and/or downsizing of the
federal workforce could reduce the government's need for this size
facility. Absent lease renewal, recovery for bondholders will be
limited.
The rating also reflects the strong credit quality of the
Government of the United States (Aaa negative) to make timely lease
payments and the essentiality of the facility to the Bureau of
Indian Affair's (BIA) mission. Those strengths are counterbalanced
by the need to renew the leases to continue to service the debt and
to refinance the bonds prior to their final maturity, and by the
project's high leverage
RATING OUTLOOK
The review for downgrade reflects uncertainty about timely renewal
of the first of the two leases, that expires March 14, 2024. The
review period will allow Moody's to monitor progress towards lease
renewal and to analyze the renewal terms, assuming they are
enacted.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Renewal of the leases with the GSA with terms that extend at
least to bond maturity
-- Reduction in debt levels or final bullet payment that reduces
overall leverage and refinancing risk
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Additional delays in lease renewal or failure to renew the lease
on time
-- Material credit weakening of the United States
-- Increased leverage on the project
-- Interruption or delay in monthly lease payments
-- Nonperformance of its obligations under the lease by the
borrower
LEGAL SECURITY
The bonds are ultimately payable from payments by the GSA, on
behalf of the BIA, including monthly lease payments that cover
interest, made to the respective lessors, who are also guarantors
of the debt. The two lessors are single purpose entities solely
owned by IPMI 3 LLC, the issuer. IPMI 3, LLC is wholly owned by
IPMI.
The Southwest Region Headquarters for the Department of Interior's
Bureau of Indian Affairs (BIA) leased assets currently consist of
two buildings - BIA 1 and BIA 2 - in Albuquerque, New Mexico. The
facility facilities is are "build-to-suit" properties constructed
for the BIA, which opened in 2004 and 2005. On behalf of the BIA,
the General Services Administration (GSA) has a 20-year firm term
lease for each building with each lessor, IPFDC 1 LLC and IPFDC 2
LLC, that expire in March 2024 and December 2025, respectively. The
BIA has an agreement in principle to enter into a lease extension.
The buildings and the land upon which they are constructed are
ultimately owned by the 19 Pueblos of New Mexico - sovereign Native
American tribes. Through a subsidiary - Indian Pueblos Marketing,
Inc (IPMI) - the 19 Pueblos own and operate a 66 acre compound that
includes the BIA complex and a variety of commercial and cultural
entities. IPMI is the parent of IPMI 3, LLC.
As security for the bonds, grant to the trustee a leasehold
security interest in the real estate and the buildings. This
provides a mortgage interest for the benefit of the bondholders.
Additionally, the indenture requires that adequate levels of
insurance be obtained. The required insurance is extensive and
includes: property and casualty in an amount not less than
outstanding principal amount of bonds, general and umbrella
liability and business interruption for not less than twelve months
debt service on the bonds, among others.
Assignment and direct payment of all lease payments from the
federal government to the trustee protects bondholders from
operating risks of the owner and property manager. There is no
termination for convenience; however, the lease can terminate in
the case of total destruction of the property. As is common with
most federal leases, the GSA can set-off if the lessor fails to
perform any service or obligation under the terms of the lease and
the GSA has to perform such tasks itself. Appropriation risk is
minimal given the 20-year firm term lease has previously been
authorized by Congress.
The ultimate owner of the guarantors are the 19 Pueblos, which are
sovereign entities. The issuer, lessors and guarantors have waived
their sovereign immunity with respect to the Series 2021 bonds.
Nonetheless some risk remains that in the event of a dispute the
outcomes could be complicated by the involvement of a sovereign
entity.
Bondholders are exposed to lease renewal risk. The leases for BIA
1 and BIA 2 currently expire in 2024 and 2025, respectively,
although 15-year extensions have already been agreed upon in
principle between the lessor and the BIA for both buildings, but
not enacted.
Should the BIA decide not to re-let the property, bondholder
recovery is likely to be very low. Given the above-market prices
paid by the BIA, challenges in finding a new tenant or owner,
potential changes in the local real estate market and complexities
surrounding the legal structure, the market value of the property
is likely to be considerably lower than the large amount of debt
that will be outstanding at the various times of lease expiration.
In addition, the existence of a ground lease and ground subleases
complicates the potential value of the property, depending on the
timing of a non-renewal event.
PROFILE
IPMI 3, LLC is a New Mexico limited liability company and a special
purpose entity formed solely to issue the Series 2021 bonds. The
sole member of IPMI 3, LLC is Indian Pueblos Marketing Inc, a
federally chartered corporation wholly owned by the 19 Pueblos of
New Mexico. IPMI 3, LLC is also itself the sole member of the
lessors.
METHODOLOGY
The principal methodology used in this rating was Lease,
Appropriation, Moral Obligation and Comparable Debt of US Special
Purpose Districts Methodology published in November 2022.
IQ DENTAL: Seeks to Tap Trenk Isabel Siddiqi as Bankruptcy Counsel
------------------------------------------------------------------
IQ Dental Supply, LLC seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to employ Trenk Isabel Siddiqi &
Shahdanian P.C. as its attorneys.
The firm's services include:
a. advising the Debtor with respect to the power, duties and
responsibilities in the continued management of the financial
affairs as a debtor, including the rights and remedies of the
debtor-in-possession with respect to its assets and with respect to
the claims of creditors;
b. advising the Debtor with respect to preparing and obtaining
approval of a Disclosure Statement and Plan of Reorganization;
c. preparing on behalf of the Debtor, as necessary,
applications, motions, complaints, answers, orders, reports and
other pleadings and documents;
d. appearing before this Court and other officials and
tribunals, if necessary, and protecting the interests of the Debtor
in federal, state and foreign jurisdictions and administrative
proceedings;
e. negotiating and preparing documents relating to the use,
reorganization and disposition of assets, as requested by the
Debtor;
f. negotiating and formulating a Disclosure Statement and Plan
of Reorganization;
g. advising the Debtor concerning the administration of its
estate as a debtor-in-possession; and
h. performing such other legal services for the Debtor, as may
be necessary.
The firm will be paid at these hourly rates:
Richard D. Trenk (Shareholder) $700
Robert S. Roglieri (Partner) $450
Partners $400 - $700
Associates $275 - $300
Law Clerks $125
Paralegals and Support Staff $125 - $250
Richard Trenk, Esq., a shareholder at Trenk Isabel Siddiqi &
Shahdanian, disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Richard D. Trenk, Esq.
Robert S. Roglieri, Esq.
TRENK ISABEL SIDDIQI
& SHAHDANIAN P.C.
290 W. Mt. Pleasant Ave., Suite 2370
Livingston, NJ 07039
Telephone: (973) 533-1000
Email: rtrenk@tisslaw.com
Email: rroglieri@tisslaw.com
About IQ Dental Supply, LLC
IQ Dental Supply, LLC is a full service dental supply company
selling dental supplies, equipment, and providing service since
2009. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 23-21402) on December 8,
2023. In the petition signed by Sergey Kunin, managing member, the
Debtor disclosed $10,092,591 in assets and $8,098,257 in
liabilities.
Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C.,
represents the Debtor as legal counsel.
IQ DENTAL: Wins Interim Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
IQ Dental Supply, LLC to use cash collateral, on an interim basis,
in accordance with the budget.
East West Bank asserts an aggregate claim against the Debtor in the
amount of $3,403,354 as of the Petition Date, secured by liens on
all or substantially all of the assets of the Debtor.
EWB asserts secured claims and liens on the Collateral against the
Debtor as of the Petition Date. Any party, to the extent that such
party has or receives standing to assert such claims, including any
Committee, if one is appointed, will have 60 days after entry of
the final cash collateral order to contest the scope, validity,
perfection and/or amount of EWB's liens. EWB reserves all of its
rights to object to any party's standing to assert such
challenges.
The Debtor is authorized to use cash collateral to meet the
Debtor's ordinary cash needs (and for such other purposes as may be
approved in writing by EWB) for the payment of the Debtor's actual
expenses to (a) maintain and preserve its assets; and (b) continue
operation of its business, including but not limited to payment for
inventory, utilities, payroll, payroll taxes, and insurance
expenses as reflected in the Cash Collateral Budget.
As security for and to the extent of any aggregate post-petition
diminution in value of the Prepetition Collateral (including the
Cash Collateral), EWB is granted, pursuant to 11 U.S.C. Sections
361(2) and 363(c)(2), additional and replacement valid, binding,
enforceable non-avoidable, and automatically perfected
post-petition security interests in and liens subject to the
carveout, on all property.
To the extent of any Diminution in Value, EWB will have a
superpriority administrative expense claim, pursuant to 11 U.S.C.
Section 507(b), senior to any and all claims against the Debtor
under 11 U.S.C. Section 507(a), whether in this proceeding or in
any superseding proceeding.
The replacement lien and security interest granted are
automatically deemed perfected upon entry of the Order without the
necessity of HWB taking possession, filing financing statements,
mortgages, or other documents.
The Debtor will make adequate protection payments to EWB in the
monthly amount of $10,000 on the 28th day of the month, with the
first payment due starting with December 28, 2023.
A final hearing on the matter is set for January 17, 2023 at 2
p.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=rGljkH from PacerMonitor.com.
About IQ Dental Supply, LLC
IQ Dental Supply, LLC is a full service dental supply company
selling dental supplies, equipment, and providing service since
2009. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 23-21402) on December 8,
2023. In the petition signed by Sergey Kunin, managing member, the
Debtor disclosed $10,092,591 in assets and $8,098,257 in
liabilities.
Judge Stacey L. Meisel oversees the case.
Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C.,
represents the Debtor as legal counsel.
IYS VENTURES: Court OKs Cash Collateral Access Thru Jan 2024
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, granted IYS Ventures, LLC authority to use cash
collateral, on an interim basis through January 24, 2024.
As previously reported by the Troubled Company Reporter, the Debtor
seeks cash collateral access to fund the payment of rent and
gasoline and the various management companies which pay the
necessary expenses associated with the operation of its business.
These creditors may assert a security interest in and to the
Collateral: Byzfunder NY LLC, Fox Capital Group, Inc., Itria
Ventures, Samson Funding, and The Huntington National Bank.
Investigation into the priority and security of the Lien Claimants
is ongoing, however, the following represents the approximate claim
and basis for the secured liens:
a. Byzfunder may assert a security interest in the Collateral
pursuant to a Revenue Purchase Agreement and Security Agreement
dated October 25, 2022. Byzfunder's scheduled claim is in the
amount of $153,986.
b. Fox may assert a security interest in the Collateral
pursuant to a Future Receivables Sale and Purchase Agreement dated
November 23, 2022. Fox's scheduled claim is in the amount of
$444,005.
c. Itria asserts a security interest in the Collateral
pursuant to an agreement. Itria's scheduled claim is in the amount
of $1,492,109, which is disputed in part by the Debtor.
d. Samson may assert a security interest in the Collateral by
virtue of multiple Revenue Purchase Agreement and Security
Agreement dated, inter alia, April 8, 2022, November 21, 2022,
December 2, 2022, December 23, 2022, and March 2, 2023. Samson's
scheduled claim is in the amount of $4,091,514.
e. Huntington asserts a security interest in the Collateral by
virtue of an Order on Motion for Prejudgment Attachment dated March
16, 2023, in the case more commonly known as The Huntington
National Bank v. IYS Ventures, LLC, et al., Case No. 23-CV-01368
pending in the United States District Court for the Northern
District of Illinois.
The court ruled that as partial adequate protection to the Lien
Claimants and any other entity claiming a security interest in the
Collateral, for the use of collateral, which includes the Debtor's
equipment, fixtures, inventory, accounts, instruments, chattel
paper, general intangibles, now owned and hereafter acquired
together with all replacements, accessions, proceeds and products
and all proceeds of the Collateral, including cash and cash
equivalent pursuant to the terms of the interim Cash Collateral
Order, the Lien Claimants are granted and will have replacement
liens in and to the Collateral which will have the same validity,
perfection, and enforceability as the pre petition liens held by
the Lien Claimants without any further action by the Debtor or the
Lien Claimants and without executing or recording any financing
statements, security agreements, or other documents.
A continued hearing on the matter is set for January 17, 2024 at
10:30 a.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=v8wuio from PacerMonitor.com.
About IYS Ventures
IYS Ventures LLC leases, owns and operates gas stations located in
Illinois, Minnesota, Michigan, Indiana, Ohio, South Dakota,
Virginia, Wisconsin, and Louisiana.
The Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06782) on May 23,
2023. In the petition filed by Muwafak Rizek, as manager and
member, the Debtor reported assets between $1 million and $10
million and liabilities between $10 million and $50 million.
Honorable Bankruptcy Judge David D. Cleary oversees the case.
The Debtor is represented by Gregory K Stern, Esq. at Gregory K.
Stern, P.C., represents the Debtor as legal counsel.
JAMAICAN SPOT: Court OKs Interim Cash Collateral
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
authorized the Jamaican Spot, LLC to use cash collateral on an
interim basis in accordance with the budget.
The Debtor is permitted to use cash collateral to pay its
reasonable, ordinary and necessary business expenses through
confirmation of the Debtor's Plan of Reorganization, dismissal or
conversion of the case, or until further order of the court.
As adequate protection, the creditors will have a post-petition
security interest and replacement lien on the Debtor's
post-petition receivables to the same extent, in the same order of
priority, and with the same perfection status as they have valid
pre-petition liens.
No recording will be required for additional perfection of the
replacement liens.
The adequate protection liens will be valid and enforceable against
the Trustee or other estate representative appointed in the case or
any successor case, upon the conversion of the case to any other
filing in bankruptcy (or in any other successor case, and/or upon
the dismissal of the case or successor cases).
The replacement liens granted will be subject to and subordinate to
the payment of such amounts, at the time payment is required to be
made, due to the Debtor's counsel and the Sub V Trustee, to the
extent that such professionals do not have adequate cash security
deposits or retainers balance on hand.
A copy of the order is available at https://urlcurt.com/u?l=DQW2j2
from PacerMonitor.com.
About The Jamaican Spot LLC
The Jamaican Spot LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 23-12009) on August
31, 2023. In the petition signed by Shanta Moncrieffe, manager, the
Debtor disclosed up to $50,000 in assets and up to $100,000 in
liabilities.
Judge Jerry Oldshue oversees the case.
James D. Patterson, Esq., at James Patterson LLC, represents the
Debtor as legal counsel.
JOANN INC: Experiences Cash Crunch, Chapter 11 Possible
-------------------------------------------------------
Daniel Kline of The Street reports that Customers of Joann (JOAN),
a brand focused on crafts like sewing, has been struggling, and
without a strong holiday season, a number of factors suggest a
Chapter 11 bankruptcy filing remains a clear possibility.
In addition to appearing in the top spot on RetailDive's list of
retailers that need a strong holiday season, Joann has also gotten
a major negative rating from CreditRisk Monitor.
The struggling chain recently had its CreditRiskMonitor Frisk Score
lowered to a 1. Based on history, companies that get a 1 have
between a 10% and 50% chance of filing for bankruptcy.
The chain has not hidden its struggles, but the picture has grown
bleaker in recent months. Joann has received a delisting notice
from the Nasdaq, has more than $1.1 billion in debt and does not
have a permanent CEO.
Third-quarter sales dropped 4.1% and the company's loss widened to
$21.6 million from $17.5 million, both from the year-earlier
period.
Chief Financial Officer Scott Sekella described the chain's
financial picture during its third-quarter-earnings call:
"Our cash and cash equivalents were $28.3 million at the end of the
third quarter. As of October 28, 2023, we had $72.1 million of
availability on our revolving credit facility. Our face value of
debt, net of cash, at the end of the third quarter was $1.14
billion. This reflects an increase of $90 million from the same
period last year."
Joann has a turnaround plan
Joann's interim leadership team has been working to cut costs and
improve sales. Chief Customer Officer Chris DiTullio addressed
those efforts during the call.
"Our third quarter paired a focus on operational retail
fundamentals with an agile data-driven approach, helping us to win
in our core categories while overdelivering on the implementation
and execution of our Focus, Simplify, and Grow cost-savings
initiative," he said. "This has enabled us to stabilize the overall
business, rightsize our expense structure, and capitalize on
trending growth areas."
DiTullio tried to paint the quarter's results as a positive step.
Like officials with many struggling retailers, he attributed some
of the company's difficulties to the economy.
"With continued progress and another quarter of strong execution
against our strategic priorities, we were able to deliver these
results despite what remains a dynamic and challenging consumer and
discretionary retail environment," he added.
And DiTullio did his best to show that Joann was headed in the
right direction.
"We remain focused on controlling what we can control while
maximizing our opportunities in this market and delivering a great
customer experience, both in-store and digitally," he said.
As of the market open on Dec. 13, Joann's stock was trading at 54
cents a share, well below the $1 it needs to maintain to stay on
the Nasdaq.
About JOANN
JOANN operates in the fabric and sewing industry with one of the
largest assortments of arts and crafts products. JOANN has
transformed itself into a fully-integrated, digitally-connected
omni-channel retailer.
JOANN reported a net loss of $200.6 million for the year ended Jan.
28, 2023. As of July 29, 2023, the Company had $2.26 billion in
total assets, $563.3 million in total current liabilities, $1.09
billion in long-term debt, $714.8 million in long-term operating
lease liabilities, $20.4 million in long-term deferred income
taxes, $29.2 million in other long-term liabilities, and a total
shareholders' deficit of $162.2 million.
* * *
As reported by the TCR on July 14, 2023, S&P Global Ratings lowered
its ratings on U.S.-based creative products retailer Joann Inc. to
'CCC' from 'CCC+'. The outlook is negative, reflecting the risk
S&P could lower its rating on Joann if liquidity deteriorates or
the company pursues a debt transaction that S&P views as tantamount
to default.
JSCO ENTERPRISES: Seeks to Tap Spector & Cox as Bankruptcy Counsel
------------------------------------------------------------------
JSCo Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Spector & Cox,
PLLC as its bankruptcy counsel.
The firm's services include:
(a) providing legal advice with respect to their powers and
duties as Debtor-in-possession;
(b) preparing and pursuing confirmation of a plan and approval
of a disclosure statement;
(c) preparing on behalf of the Debtor necessary applications,
motions, answers, orders, reports and other legal papers;
(d) appearing in Court and protecting the interests of the
Debtor before the Court; and
(e) performing all other legal services for the Debtor which
may be necessary and proper in these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Howard Marc Spector $435
Sarah M. Cox $395
Paralegals $145
The firm received a retainer of $28,262 from the Debtor.
Howard Marc Spector, Esq., a member of Spector & Cox, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Howard Marc Spector, Esq.
Sarah M. Cox, Esq.
SPECTOR & COX, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (214) 365-5377
Facsimile: (214) 237-3380
Email: hspector@spectorcox.com
sarah@spectorcox.com
About JSCo Enterprises, Inc.
JSCo aims to bring innovative products and services to the market.
JSCo Enterprises, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
23-42151) on Nov. 9, 2023. The petition was signed by Eric
Jia-Sobota as president. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Brenda T. Rhoades oversees the case.
Howard Marc Spector, Esq. at SPECTOR & COX, PLLC represents the
Debtor as counsel.
KATMINT LLC: 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
The Katmint LLC.
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 The Katmint LLC
The Katmint, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44477) on December 5,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities.
Judge Nancy Hershey Lord oversees the case.
Rachel S. Blumenfeld, Esq., at the Law Office of Rachel S.
Blumenfeld represents the Debtor as bankruptcy counsel.
LA BELLE FAMILLE: Hires Mark S. Roher, P.A. as Bankruptcy Counsel
-----------------------------------------------------------------
La Belle Famille LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ the Law Office Of
Mark S. Roher, P.A. as its bankruptcy counsel.
The firm will render these services:
a. give advice with respect to the powers and duties of the
Debtor in the continued management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare legal documents;
d. protect the interest of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan.
The firm will charge $500 per hour for its services and will be
reimbursed for out-of-pocket expenses incurred.
The firm received a retainer in the amount of $7,000.
Mark Roher, Esq., a partner at Law Office of Mark S. Roher, P.A.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Mark S. Roher, Esq.
LAW OFFICE OF MARK S. ROHER, P.A.
1806 N. Flamingo Road, Suite 300
Pembroke Pines, FL 33028
Telephone: (954) 353-2200
Email: mroher@markroherlaw.com
About La Belle Famille LLC
La Belle Famille LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20014) on Dec.
3, 2023, listing under $1 million in both assets and liabilities.
Judge Corali Lopez-Castro oversees the case.
Mark S. Roher, Esq. at the Law Office Of Mark S. Roher, P.A.
represents the Debtor as counsel.
LA MOUNT GROUP: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, Cincinnati, authorized La Mount Group, LLC to use
the cash collateral of Newtek Small Business Finance, LLC, on an
interim basis, in accordance with the budget.
The Debtor requires the use of cash collateral to pay employee
wages and other expenses necessary for the continued operation of
the Debtor's business and the management and preservation of the
Debtor's assets and properties.
Prior to the commencement of the Case, the Debtor's senior priority
lender was Newtek Small Business Finance, LLC. Debtor’s
obligations to the Lender were evidenced, in part by the following:
(1) promissory note dated as of July 31, 2019 in the face amount of
$ 1.020 million together with all such other loan documents
executed in connection therewith or relating thereto, as amended.
The total indebtedness claimed to be owing to Lender, under the
Senior Secured Loan Documents, as of the Petition Date is $672,760.
The Debtor is directed to make monthly adequate protection payments
to Lender in the amount of $ 1,500 per month beginning January 5,
2024 and by the 5th day of each proceeding month. Lender will apply
each of the Debtor's payments to its Senior Secured Indebtedness.
The Court finds that other lien holders are not entitled to
adequate protection payments for use of cash collateral as the
amount of the first lien against the Debtor's assets exceeds the
value of the cash collateral and all other assets.
As adequate protection, the Lender is granted a valid, binding,
enforceable and perfected first priority lien and security
interests, superior to the liens, security interests or other
interests or rights of all other creditors of the Debtor's estate
on the assets of the Debtor, in and upon (i) all of the PrePetition
Collateral and all proceeds thereof, and (ii) all of the Debtor's
assets acquired by the Debtor on or after the Petition Date.
As adequate protection for any post-petition diminution in value of
the Lender's interests in the Pre-Petition Cash Collateral, the
Lender is granted a post-petition claim against the Debtor's
estate. In order to secure the Adequate Protection Claim, the
Lender is granted a lien and security interest in and upon (a) the
Pre-Petition Collateral and all postpetition proceeds of the
Pre-Petition Collateral, and (b) the Post-Petition Collateral and
all proceeds thereof to the same extent, validity and priority as
its pre-petition security interest.
These events constitute an "Event of Default":
(i) the Debtor fails to timely make the Adequate Protection
Payments required by th Interim Order;
(ii) the Case is either dismissed or converted to a case under
chapter 7 of the Bankruptcy Code;
(iii) the Debtor ceases operation of its business or takes any
material action for the purpose of effecting such cessation without
the prior written consent of the Lender;
(iv) the Final Order is not entered on or before 30 days after
the Petition Date;
(v) Without the consent of Lender, the Debtor increases the
wages of any of its employees more than 10% above the current rate
paid such employees or increases the number of employees from that
which existed on the Petition Date by 1 full time or 2 part time;
(vi) Without the consent of Lender, the Debtor incurs any
obligation or purchases any materials, inventory, supplies, or
equipment outside the ordinary course of business;
(vii) The Debtor fails to pay and discharge timely any and all
tax obligations incurred by the Debtor after the Petition Date or
fails to timely pay any other expenses incurred by the Debtor after
the Petition Date; and
(viii) The Debtor fails to maintain insurance on its property
(both real and personal) as required by the Security Agreement
and/or other credit documents entered into between the Debtor and
Lender.
A final hearing on the matter is set for January 10 at 1 p.m.
A copy of the order is available at https://urlcurt.com/u?l=2YVxsa
from PacerMonitor.com.
About La Mount Group, LLC
La Mount Group, LLC is a franchisee of Culver's American
restaurant. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-12409) on
December 11, 2023. In the petition signed by Joshua Hankins ,
member, the Debtor disclosed $163,242 in assets and $1,675,066 in
liabilities.
Judge Beth A. Buchanan oversees the case.
Eric W. Goering, Esq., at Goering & Goering, represents the Debtor
as legal counsel.
LATROBE ASSOCIATES: Hires Dickie, Mccamey & Chilcote as Attorney
----------------------------------------------------------------
Latrobe Associates, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Dickie,
Mccamey & Chilcote, PC as its legal counsel.
The firm's services include:
a. providing legal advice with respect to the Debtor's duties
in the maintenance and management of assets;
b. taking all necessary actions to protect and preserve the
bankruptcy estate through prosecuting actions and defensing against
any actions commence against the Debtor;
c. preparing all legal papers and documentations; and
d. performing all other legal services.
The firm will be paid at these rates:
Partners $350 per hour
Associates $225 per hour
Paralegals $150 per hour
Gregory Michaels, Esq., a shareholder of Dickie McCamey, disclosed
in a court filing that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gregory C. Michaels, Esq.
DICKIE MCCAMEY & CHILCOTE, P.C.
Two PPG Place, Suite 400
Pittsburgh, PA 15222
Tel: (412) 392-5355
E-mail: gmichaels@dmclaw.com
About Latrobe Associates, Inc.
Latrobe Associates is a custom manufacturer of thermoset and
thermoplastic molded components.
Latrobe Associates, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
23-22612) on Dec. 1, 2023. The petition was signed by Matthew
Redmond as chief financial officer. At the time of filing, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.
Gregory C. Michaels, Esq. at Dickie, Mccamey & Chilcote, PC
represents the Debtor as counsel.
LIVINGSTON TOWNSHIP: Seeks to Hire Baird Engineering as Surveyor
----------------------------------------------------------------
Livingston Township Fund One, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Baird Engineering, Inc. as its surveyor.
The firm will prepare a subdivision plat for three parcels of the
Debtor's property located at 115 Livingston Church Road, Flora,
Mississippi.
The firm will charge a flat fee of $7,200.
Colin Baird, owner of Baird Engineering, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Colin L. Baird
Baird Engineering, Inc.
2924 Marketplace Drive, Suite 200
Madison, WI, 53719
Tel: (608) 273-0592
Email: madison@baird.com
About Livingston Township Fund One, LLC
Livingston Township Fund One, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
23-02573) on Nov. 6, 2023, with $1 million to $10 million in both
assets and liabilities. Michael Bollenbacher, managing member,
signed the petition.
Judge Jamie A. Wilson oversees the case.
Eileen N. Shaffer, Esq., represents the Debtor as legal counsel.
LOBSTER BOYS: Starts Subchapter V Bankruptcy Protection
-------------------------------------------------------
Lobster Boys LLC, d/b/a Lobsterboys, and affiliates filed for
chapter 11 protection in the Southern District of New York.
According to court filing, the Debtor reported between $1 million
and $10 million in debt owed to 1 and 49 creditors. The petition
states funds will not be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated
for
January 11, 2024, at 2:00 PM at UST-LA3, TELEPHONIC MEETING.
About Lobster Boys LLC
Lobster Boys LLC is a lobster harvester and distributor.
Lobster Boys LLC sought relief under Subchapter V of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11986) on Dec. 12,
2023. In the petition Travis Maderia, as member, the Debtor
estimated assets between $100,000 and $500,000 and liabilities
between $1 million and $10 million.
The Debtor is represented by:
Stephen M. Packman, Esq.
Archer & Greiner, PC
40 New York Ave.
Huntington, NY 11743
Tel: 212-963-3300
Email: spackman@archerlaw.com
LTGF BUSINESS TRUST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: LTGF Business Trust
DBA Attorneys' Title Insurance Fund, a Florida
business trust
1601 Jackson St., Ste. 200
Fort Myers, FL 33901
Case No.: 23-01538
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Debtor's Counsel: Michael C. Markham, Esq.
JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP
401 East Jackson Street #3100
Tampa, FL 33602
Tel: 813-225-2500
Email: mikem@jpfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gerard A. McHale, chief liquidating
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SVKDY5A/LTGF_Business_Trust__flmbke-23-01538__0001.0.pdf?mcid=tGE4TAMA
M & T ELEVATIONS: Frances Smith Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at
Ross, Smith & Binford, PC, as Subchapter V trustee for M & T
Elevations, LLC.
Ms. Smith will be paid an hourly fee of $475 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Smith declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Frances A. Smith, Esq.
Ross, Smith & Binford, PC
700 N. Pearl Street, Ste. 1610
Dallas, TX 75201
Phone: 214-593-4976
Fax: 214-377-9409
Email: frances.smith@rsbfirm.com
About M & T Elevations
M & T Elevations LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32858) on Dec. 4,
2023, with $500,001 to $1 million in both assets and liabilities.
John Paul Stanford, Esq., at Quilling, Selander, Lownds, Winslett &
Moser, P.C. represents the Debtor as legal counsel.
MANSONITE INT'L: Moody's Puts 'Ba1' CFR on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Masonite
International Corporation (Masonite) under review for downgrade,
including the company's Ba1 corporate family rating, the Ba1-PD
probability of default rating, and the Ba2 backed senior unsecured
notes ratings. Masonite's SGL-1 Speculative Grade Liquidity Rating
remains unchanged. Previously, the outlook was stable.
The review for downgrade reflects governance considerations given
Masonite's pending acquisition of PGT Innovations, Inc. (PGT),
which Moody's views as transformative and leveraging. On December
18, 2023, Masonite announced [1] its plans to acquire PGT for about
$3.0 billion, to be funded with cash and Masonite's stock. PGT's
shareholders will receive $41.0 per each PGT's share owned,
comprised of $33.5 in cash and $7.5 in common shares of Masonite.
Masonite intends to fund the cash portion of the acquisition with a
combination of cash, borrowings under existing credit facilities
and the proceeds from new debt and/or equity. Moody's anticipates
that the transaction will lead to an increase in pro forma debt to
EBITDA above 5.0x. The transaction is expected to close in the
middle of 2024 and is subject to customary closing conditions
including applicable regulatory approvals.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Moody's review will focus on the strategic operating rationale and
the trajectory and opportunities of the combined business over the
next 12-18 months, Masonite's final capital structure, terms of the
securities, and the company's ability to reduce debt to EBITDA
below 3.0x on a sustainable basis following the acquisition, as
well as its free cash flow generation capabilities and uses.
Lastly, the review for downgrade will also assess Masonite's
financial performance and the maintenance of solid credit metrics.
Excluding the ratings review, Masonite's ratings could be upgraded
if the company meaningfully expands scale, improves product
diversity and customer mix, achieves sustained EBITA margin above
14% and maintains conservative financial policies with respect to
leverage, acquisitions and shareholder returns. Debt to EBITDA
approaching 2.0x, EBITA to interest coverage above 7.0x and
consistently strong free cash flow accompanied by stable end market
conditions, and an all unsecured capital structure would be
important considerations for an upgrade.
Excluding the ratings review, Masonite's ratings could be
downgraded if Masonite's debt to EBITDA is sustained above 3.0x,
EBITA to interest expense falls below 5.0x, EBITA margin declines
below 10%, or liquidity deteriorates. Additionally, if the company
engages in substantial debt funded acquisitions and/or shareholder
friendly transactions, financial and operating strategies become
more aggressive, liquidity deteriorates, or end markets weaken, the
ratings could be downgraded.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Masonite International Corporation is one of the largest vertically
integrated manufacturers of doors in the world, offering interior
and exterior doors for both residential and commercial end uses in
the US, the UK, and Canada. In the last twelve months ended October
1, 2023, Masonite generated $2.8 billion in revenue.
PGT Innovations, Inc., headquartered in North Venice, Florida, is a
leading manufacturer and supplier of impact-resistant windows and
doors in the US. In the last twelve months ended September 30,
2023, PGT generated $1.5 billion in revenue.
MARINE ELECTRIC: Creditors File Involuntary Chapter 11 Petition
---------------------------------------------------------------
Emily Lever of Law360 reports that creditors and shareholders of
New Jersey defense manufacturer Marine Electric Systems Inc. have
filed an involuntary Chapter 11 petition seeking to terminate the
company's CEO for allegedly paying himself a $500,000 annual salary
while the company operated at a loss and stiffed its workers.
About Marine Electric Systems
Marine Electric Systems Inc. -- https://marineelectricsystems.com
-- operates as an engineering and vertically integrated
manufacturing firm. The Firm offers power supplies and chargers,
navigational aids, proximity sensors, temperature control panels,
and salinity systems. Marine Electric Systems serves its products
to military in the United States.
Alleged creditors filed an involuntary Chapter 11 petition for
Marine Electric Systems (Bankr. D.N.J. Case No. 23-21586) on Dec.
14, 2023. The alleged creditors are MES Financial, LLC,
VentureSpire Group, LLC, and 12R Consulting, LLC. The petitioners
are represented by Brian G. Hannon of NORGAARD O'BOYLE & HANNON, in
Englewood, New Jersey.
MATRIX PARENT: Moody's Lowers CFR to Ca & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service downgraded Matrix Parent, Inc.' (dba
Mobileum) Corporate Family Rating to Ca from Caa3, and its
Probability of Default Rating to D-PD from Caa3-PD/LD.
Concurrently, Moody's downgraded Mobileum's senior secured first
lien bank credit facilities to Caa3 from Caa2 and senior secured
second lien term loan to C from Ca. The outlook was changed to
stable from negative.
Mobileum posted a notice of default on December 11, 2023 for a
missed interest payment on the first lien term loan. Moody's
downgraded the PDR to D-PD following the expiration of the
5-business day grace period permitted under the credit agreement.
Subsequently, on December 14, 2023, the company entered into a
waiver agreement with its first lien and second lien lenders. Under
the agreement, lenders agreed to temporarily waive events of
default including missed interest payments, failure to maintain
proper books of record, and delivery of incorrect or misleading
financial statements. While the waiver agreement expires on January
31, 2024, Moody's views the missed interest payments as a default.
The downgrade of the CFR to Ca reflects Moody's expectation that
Mobileum's operating performance will continue to be pressured and
liquidity will further deteriorate over the next 12 months. Moody's
views Mobileum's capital structure as unsustainable and believes
that the company has limited financial flexibility to execute a
meaningful operational turnaround driven by subpar operating
performance, macroeconomic challenges, and weak liquidity.
Mobileum's ratings also reflect a high probability of a debt
restructuring as the company continues to negotiate with lenders to
pursue a more sustainable capital structure.
RATINGS RATIONALE
Mobileum's Ca CFR reflects Moody's expectation for a lower than
average recovery for the debt capitalization and a high probability
of a debt restructuring over the next 12 months. Mobileum has a
very high debt/EBITDA leverage of about 20x and Moody's expects
leverage to remain elevated at about 15x over the next 12 months
due to expectation that Mobileum's operating performance will
continue to be pressured and the company will need to utilize its
revolving credit facility to fund cash flow deficits. Mobileum has
been negatively impacted by the global macroeconomic weakness with
customers delaying non-core projects in the telco sector and
extending sales cycle which has resulted in YTD revenue declines of
about 23%. The company has also faced challenges with slowed
product deployment in the roaming business unit which has continued
to pressure operating performance.
Mobileum is exposed to significant uncertainties regarding the
ongoing investigation of potential accounting irregularities. These
accounting irregularities stem from allegations involving potential
overstatement of Mobileum's revenue and EBITDA between the periods
2020 to 2022. Mobileum's financial sponsor, H.I.G. Capital, has
filed a lawsuit against Audax Group, alleging that the seller
(Audax Group) "knowingly and fraudulently" overstated the company's
financial information prior to the sale. The outcome of the lawsuit
and the impact of accounting irregularities on the financial
reporting in 2023 are currently unknown which create material
uncertainties going forward.
Moody's views Mobileum's liquidity as weak driven by the
expectation of negative free cash flow generation of approximately
$30 million over the next 12 months which exceeds the company's
current $26 million cash on the balance sheet (as of September 30,
2023). Moody's anticipates that the company will fully draw its $55
million revolving credit facility ($51 million drawn as of
September 30, 2023) to fund cash flow deficits which will not only
result in incremental interest costs but also increase financial
leverage. Moody's anticipates that Mobileum may require a cash
equity infusion from its financial sponsor to meet its cash
obligations over the next 12 to 18 months.
Mobileum has no meaningful debt maturities until the revolving
credit facility expires in March 2027. The revolving credit
facility contains a springing first lien net leverage covenant that
is triggered when drawings exceed 35% of the amount of the revolver
size. Given expected earnings pressure, Moody's anticipates that
the company may not be able to remain in compliance with the
covenant over the next 12 months. The company's capital structure
includes second lien debt that is not included in the covenant
calculation. The term loans have no financial maintenance
covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Mobileum demonstrates significant
recovery in operating performance, substantially improves its
liquidity profile, and reduces debt sufficiently to achieve a
tenable capital structure.
The ratings could be downgraded if Moody's lowers its view on
expected debt recoveries.
Headquartered in Cupertino, CA, Matrix Parent, Inc. is a provider
of integrated analytic solutions for roaming and network services,
security, risk management, and testing and monitoring solutions for
the telecommunications industry.
The principal methodology used in these ratings was Software
published in June 2022.
MBIA INC: Moody's Affirms Ba3 Unsec. Debt Rating, Outlook Negative
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 senior unsecured
debt rating of MBIA Inc. (MBIA) and the Baa2 insurance financial
strength (IFS) rating of National Public Finance Guarantee
Corporation (National). Moody's has also affirmed the Caa1 IFS
rating, C (hyb) surplus notes rating, C (hyb) preferred stock
rating and C (hyb) preferred stock non-cumulative rating of MBIA
Insurance Corporation (MBIA Corp.). The outlooks for the ratings of
MBIA, National and MBIA Corp. were changed to negative from
stable.
RATINGS RATIONALE
The change in the rating outlook to negative for National and MBIA
reflects MBIA's recent announcement that the New York Department of
Financial Services has approved a $550 million extraordinary
dividend to be paid to MBIA from National. National also paid an
ordinary dividend of approximately $97 million to MBIA in November
2023. MBIA has announced that approximately $409 million of cash
will be paid to MBIA shareholders through an $8 per share special
dividend. The remaining cash will be held at the holding company to
boost liquidity.
Moody's notes that the $647 million in dividends represented
approximately 30% of National's total net admitted cash and
invested assets at Q3 2023. In Moody's opinion, this significant
extraction of capital from National reduces the firm's capital
adequacy and highlights the weak alignment of interests between
shareholders and policyholders. MBIA expects to make additional
extraordinary dividend requests in the future, which could further
weaken the firm's risk-adjusted capital adequacy over time.
The change in MBIA Corp.'s rating outlook to negative reflects the
company's strained liquidity position and the continued reduction
in its total cash and invested assets. MBIA Corp. reported that it
had $40 million of liquid assets at Q3 2023. While the firm's
capital adequacy metrics have improved over the past several years,
more than half of the firm's reported claims paying resources
consist of salvage recoverables, the recovery of which are
uncertain. Moody's notes that MBIA Corp.'s policyholders' surplus
is only $75 million above the minimum regulatory threshold required
and the company's longer-term solvency remains dependent on the
outcome of the firm's asset recovery efforts.
National Public Finance Guarantee Corporation
National's Baa2 IFS rating reflects the insurer's capital resources
relative to its remaining exposures, the meaningful delinking from
its weaker affiliates and the continued amortization of its insured
portfolio, which improves risk-adjusted capital adequacy over time.
Offsetting these strengths is National's run-off status, which
results in a weak alignment of interests between shareholders and
policyholders, as well as its exposure to below investment grade
credits, which represented approximately 10.1% of its insured book
and 223% of qualified statutory capital (QSC) at Q3 2023.
Although National's insured portfolio has amortized down to around
$39 billion of gross par outstanding (including accreted interest
on capital appreciation bonds (CABs)), there are a number of large
single risks that are becoming a more concentrated portion of the
remaining portfolio as it amortizes. Likewise, the proportion of
National's below investment grade exposure has increased as the
portfolio has shrunk. While Moody's estimate National's pro forma
capital adequacy score remains solidly in the single-A rating
category following the $647 million in dividend payments to MBIA,
Moody's believe the reduced amount of capital resources available
to mitigate the increasing single risk and below investment grade
concentrations make the company more vulnerable to adverse credit
developments in its insured portfolio.
MBIA Inc.
The Ba3 senior unsecured debt rating of MBIA reflects the credit
profiles of its subsidiaries and its adequate liquidity profile
stemming from the firm's liquid cash and invested assets held at
the holding company level ($194 million at Q3 2023 and more than
$400 million on a pro forma basis following the dividend payments
from National and to MBIA shareholders). Moody's expect ordinary
dividend payments from National to continue, but MBIA has been
unable to receive funds from the tax escrow account due to losses
arising from National's Puerto Rico exposures. MBIA's debt burden
is slowly improving and the firm's debt service obligations are
manageable over the next several years. The notching between MBIA
Inc.'s senior debt rating and the IFS rating of its lead insurance
subsidiary, National, is four notches, reflecting the group's high
financial leverage, its limited financial flexibility and the weak
alignment of interests between MBIA's shareholders and creditors.
MBIA Insurance Corporation
MBIA Corp.'s Caa1 IFS rating reflects the firm's improving capital
adequacy position as the insured portfolio amortizes, offset by the
uncertainty associated with the outcomes of ongoing asset recovery
efforts and its strained liquidity position. MBIA Corp.'s
longer-term viability rests on its ability to recover the
substantial majority of the firm's $267 million of expected salvage
recoverables, primarily relating to sales of collateral from the
defaulted Zohar I and Zohar II collateralized loan obligation
transactions, excess spread recoveries on second-lien RMBS
securities and recoveries from purchasing MBIA Corp. wrapped
securities as part of its loss mitigation strategies. The inability
of MBIA Corp. to realize substantial recoveries from these efforts
would likely result in regulatory intervention, which could result
in a claims payment freeze, partial claims payments, or
rehabilitation proceedings.
Moody's added that the C(hyb) ratings on MBIA Corp.'s surplus notes
and preferred stock reflects Moody's expectation that recovery
rates on these securities are likely to be very low given their
deeply subordinated status and the limited amount of capital
resources available at the company.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
National Public Finance Guarantee Corporation
Given National's business and financial profile as a run-off
financial guarantor, its rating is unlikely to be upgraded.
However, the following factors could positively influence the
firm's credit profile and result in a return to a stable outlook:
1) Resolution of remaining Puerto Rico exposures in line with
Moody's current expectations; and 2) improved risk-adjusted capital
adequacy.
Conversely, the following factors could result in a downgrade of
National's rating: 1) significant deterioration in the credit
quality of its insured portfolio; 2) capital extraction in excess
of the firm's ordinary dividend capacity without a commensurate
reduction of insured risk; 3) significant additional purchases of
MBIA common stock for its investment portfolio; and 4) provision of
material capital support to MBIA Corp.
MBIA Inc.
Given the negative outlook, MBIA's senior debt rating is unlikely
to be upgraded, but the following factors could result in a return
to a stable outlook: 1) a stable outlook at National; and/or 2) a
significant reduction in adjusted financial leverage. Conversely,
the following factors could result in a downgrade: 1) a downgrade
of National; and/or 2) constrained liquidity at the holding company
with visible projected cash inflows and existing liquid assets
covering less than two years of debt service.
MBIA Insurance Corporation
MBIA Corp.'s ratings are unlikely to be upgraded, but the following
factors could result in a return to a stable outlook: 1) improved
capital adequacy and liquidity profile; 2) a reduction in exposure
to large single risks; and 3) substantial recoveries from Zohar
collateral sales. Conversely, the following factors could result in
a downgrade: 1) failure to secure substantial recoveries on Zohar
collateral; 2) portfolio losses meaningfully in excess of current
expectations; and 3) deterioration in the company's liquidity
profile.
The principal methodology used in these ratings was Financial
Guarantors Methodology published in August 2022.
MBIA Insurance Corporation and National Public Finance Guarantee
Corporation are financial guaranty insurance companies domiciled in
New York State and are wholly owned subsidiaries of MBIA Inc. As of
September 30, 2023, MBIA Inc. had consolidated gross par
outstanding of approximately $42 billion (including accreted
interest on CABs) and total claims paying resources at its
operating subsidiaries of approximately of $2.8 billion.
MED PARENTCO: S&P Upgrades ICR to 'B-', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Optical
retailer MED ParentCo L.P. (operating as MyEyeDr.) to 'B-' from
'CCC+'.
S&P also raised its issue-level rating on the company's revolving
credit facility and first-lien term loan to 'B-' from 'CCC+'. The
'3' recovery rating remains unchanged.
The stable outlook reflects S&P expectation that operating results
and cash flow generation will continue improving.
The upgrade reflects the company's improved operating performance
and progress on integrating past acquisitions. Over the past year,
the company has worked to optimize its labor and staffing levels
and better leverage its fixed costs. As a result, MED improved its
operating margins by reducing its cost structure and optimizing its
doctor and office staff labor coverage. S&P said, "We expect the
company will sustain S&P Global Ratings-adjusted EBITDA margin
above 18% while growing revenues in the mid-single-digit percent
range over the next 12-24 months. This leads us to expect its S&P
Global Ratings-adjusted leverage will sustain below 8x compared to
12.2x at the end of 2022." The company still has payment
obligations related to past acquisitions, which have dragged down
cash flow. However, these obligations reduce over time, which we
expect to support the company's cash generation.
S&P said, "We expect the company will maintain or modestly improve
on its performance gains as delayed acquisition payments roll off.
The company's total delayed acquisition obligation totaled about
$76 million for 2022. We expect this amount to decline to about $65
million in 2023 and $49 million in 2024 followed by a significant
decline in 2025. Based on the improved EBITDA margin and the
company's liquidity position, we believe the company will generate
sufficient cash flow to cover these obligations without the need to
draw on its revolver over the next two years. The company had about
$35.8 million in cash on hand at the end of the third quarter with
about $24 million remaining in delayed acquisition obligations for
2023.
"We updated our base-case forecast to reflect the improved margins
and cash flow generation. We believe that MED's nondiscretionary
product offering and insured customer base continues to provide
natural credit protection to macroeconomic headwinds. Our forecast
projects positive FOCF sufficient to cover delayed acquisition
payments. We expect interest coverage of at least 1.4x over the
next two years. However, we acknowledge the risk that further
acquisitions could constrain margins and cash flow generation, and
possibly lead to a draw on the revolver. That said, we do not
expect the company to undertake significant acquisitions in the
near term. We also view MED's revolving credit maturities in 2025
and first-lien term loan maturities in 2026 as a potential risk.
However, we believe that with continued strong performance the
company can address maturities within its capital structure as they
become current.
"The stable outlook on MED reflects our view that its credit
metrics and operating margins will continue to gradually improve
over the next 12 months due to integration of past acquisitions and
increasing same-store sales."
S&P could lower its rating if MED's operational performance weakens
relative to its base-case, leading it to believe its capital
structure is unsustainable. This could occur if:
-- S&P believes the company will generate consistently negative
FOCF, possibly due to integration setbacks or increased competitive
pressures; or
-- S&P anticipates its liquidity will deteriorate such that it
cannot maintain sufficient headroom under its financial covenant or
its liquidity sources decline.
S&P could raise its rating if:
-- The company generates meaningfully positive FOCF net of its
delayed acquisition payments, leading S&P to favorably reassess its
competitive position; and
-- The company shifts to a less-aggressive financial policy,
leading S&P to believe it will sustain leverage toward 6x.
S&P said, "Governance is a negative consideration, as is the case
for most rated entities owned by private-equity sponsors. We
believe MED's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns. We have
revised down our view of the company's strategic positioning given
the pace of acquisition integrations and our overall view that the
company has not yet grown into its capital structure."
MEDIAMATH HOLDINGS: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
MediaMath Holdings, Inc. and affiliates to continue using cash
collateral on a final basis in accordance with its agreement with
Goldman Sachs Specialty Lending Group, L.P.
Goldman Sachs is the administrative agent and collateral agent for
the lenders party from time to time to the Credit Agreement and the
other Prepetition Secured Parties.
As of the Filing Date, Applicable Debtors are each liable for the
payment and performance of the Prepetition Debt, and the
Prepetition Debt is an allowed claim in an amount not less than $95
million, exclusive of accrued and accruing Allowable 506(b)
Amounts, and is an allowed secured claim in an amount not less than
$64.8 million.
The parties agreed to modify the previous Cash Collateral Orders to
extend the Termination Date and the Debtors' authority to use cash
collateral to permit the Debtors to engage in an orderly wind-down
of their affairs.
The Termination Date will be the earlier of one business day after
written notice from the First Lien Agent or December 31, 2023 (or
such later date agreed to in writing by the First Lien Agent).
The Debtors will be permitted to compensate Latham & Watkins, LLP,
subject to court approval and in accordance with the Budget.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=X4poZz from Epiq, the claims agent.
The Debtor projects total operating disbursements, on a weekly
basis, as follows:
$67,000 for the week ending December 22, 2023; and
$117,000 for the week ending December 29, 2023.
About MediaMath Holdings, Inc.
MediaMath Holdings, Inc. develops and delivers digital advertising
media and data management technology solutions to advertisers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30,
2023. In the petition signed by Neil Nguyen, chief executive
officer, the Debtor disclosed up to $500 million in both assets and
liabilities. As of the Petition Date, the Debtors had about $95
million of first lien funded debt.
Judge Laurie Selber Silverstein oversees the case.
The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as legal
counsel, FTI CONSULTING, INC. as financial advisor, and EPIQ
CORPORATE RESTRUCTURING, LLC as claims and restructuring agent.
MERCON COFFEE: Court OKs Cash Collateral Access Thru Jan 2024
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Mercon Coffee Corporation and affiliates to use cash
collateral, on an interim basis, in accordance with the budget,
through the earlier of (i) January 12, 2024 and (ii) the CC
Termination Date.
The Debtors have an immediate need to use cash collateral to, among
other things, (A) preserve the value of their assets and their
business; (B) pay the costs of administration of their estates
(including professional fees and expenses of the CC Parties) and
satisfy other working capital and general corporate purposes of the
CC Parties, and (C) pay certain adequate protection amounts and pay
the Carve Out, in each case, in accordance with the Interim Order.
Under the Third Amended and Restated Credit Agreement, dated as of
June 30, 2023 by and among Mercon US and Parent, a consortium of
lenders, and Rabobank, as administrative agent and collateral
agent, swingline lender and issuing lender, the Prepetition First
Lien Lenders provided loans, advances, letters of credit and other
extensions of credit.
As of the Petition Date, the applicable Debtors were indebted to
the Prepetition First Lien Lenders an aggregate amount of not less
than $203.6 million.
As adequate protection for the use of cash collateral, the
Prepetition First Lien Agent, for the benefit of itself and the
other Prepetition First Lien Secured Parties, are granted
additional and replacement, valid, binding, enforceable,
non-avoidable, and effective and automatically perfected
postpetition security interests in and liens as of the Petition
Date.
As further adequate protection, and to the extent provided by 11
U.S.C. Sections 503(b) and 507(b), allowed administrative expense
claims in each of the Cases ahead of and senior to any and all
other administrative expense claims in such Cases to the extent of
any Diminution in Value, but junior to the Carve Out. Subject to
the Carve Out in all respects, the First Lien Adequate Protection
Superpriority Claims will not be junior to any claims and will have
priority over all administrative expense claims against each of the
CC Parties.
A further interim hearing on the matter is set for January 9, 2024
at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=mzj7R2
from PacerMonitor.com.
About Mercon Coffee
Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a
supplier of green coffee to the international coffee roasting
industry. Mercon is headquartered in the Netherlands and has
offices around the globe.
Mercon Coffee Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7,
2023. In the petition filed by CRO Harve Light, the Debtor
reported assets and liabilities between $100 million and $500
million each.
Judge Michael E. Wiles oversees the case.
The Debtors are represented by Blaire Cahn, Esq. at Baker &
McKenzie LLP.
MGT CAPITAL: Raises Going Concern Doubt
---------------------------------------
MGT Capital Investments, Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended September 30, 2023, that substantial doubt exists
about its ability to continue as a going concern.
The Company explained, "We have historically financed our business
through the sale of debt and equity interests. In September 2022,
we raised $1,335,000 from the sale of a $1,500,000 Original Issue
Discount Secured Convertible Promissory Note. The Note: (i) is
convertible into 30% of the Company's outstanding shares of the
Company's common stock on the conversion date of the Note on a
post-conversion basis, (ii) matures December 31, 2023 and (iii)
bears an interest rate of 6% per annum. In addition, the Company
issued to the investor three series of warrants of which each of
the warrants is exercisable into 60% of the Conversion Shares. In
August 2022, the Company also issued to one investor 22,800,000
shares of common stock and 22,800,000 warrants to purchase common
stock for consideration of $228,000."
On March 16, 2023 the Company entered into a partnership agreement
and a property lease agreement with another cryptocurrency mining
company. Pursuant to the lease agreement, the Company agreed to
lease Spaces of the Company's six-acre mining facility for rental
payments of $5,000 per Space per month and payment of the
electricity costs and deposit requirements arising from the Spaces.
In connection with the Lease Agreement, Tenant agreed to make an
initial deposit of $229,000 for the initial electricity deployment
for five MW.
Pursuant to the partnership agreement, the Company agreed to issue
500,000 shares of its common stock per month for each rented Space,
and to also issue an additional number of shares of common stock
annually equal to shares issued during the year under the
agreement. During the nine months ended September 30, 2023, the
Company received $220,000, issued 22 million shares of common stock
under these agreements. Lease payments received under these
agreements are treated as sales of equity in the Company's
financial statements.
"We have incurred significant operating losses since inception and
continue to generate losses from operations and as of September 30,
2023 have an accumulated deficit of $426,585,000. At September 30,
2023, our cash and cash equivalents were $274,000 of which $250,000
was restricted, and our working capital deficit was $4,302,000."
"The Company will need to raise additional capital to fund
operating losses and grow its operations. There can be no assurance
however that the Company will be able to raise additional capital
when needed, or at terms deemed acceptable, if at all. The
Company's ability to raise additional capital will also be impacted
by the volatility of Bitcoin and the ongoing SEC enforcement action
against our Chief Executive Officer, both of which are highly
uncertain, cannot be predicted and could have an adverse effect on
the Company's business and financial condition. The issuance of any
additional shares of Common Stock, preferred stock or convertible
securities could be substantially dilutive to our shareholders.
Such factors raise substantial doubt about the Company's ability to
sustain operations for at least one year from the issuance of these
audited financial statements."
The Company reported a net loss of $679,000 for the nine months
Ended September 30, 2023, compared to a net loss of $17,899,000 for
the same period in 2022.
A full-text copy of the Form 10-Q is available at
http://tinyurl.com/mupu5msk
About MGT
MGT Capital Investments, Inc. conducts cryptocurrency activities at
a company-owned and managed Bitcoin mining facility in LaFayette,
Georgia. Located adjacent to a utility substation, the several-acre
property has access to about 20 megawatts (MW) of electrical power,
half of which is presently utilized by the Company. Business
activities are comprised of self-mining operations, providing
hosting services, and leasing space to third parties.
As of September 30, 2023, MGT has $1,284,000 in total assets and
$4,924,000 in total liabilities.
MIND TECHNOLOGY: Raises Going Concern Doubt
-------------------------------------------
MIND Technology, Inc. disclosed in a Form 10-Q Report filed with
the U.S. Securities and Exchange Commission for the quarterly
period ended October 31, 2023 that substantial doubt exists about
its ability to continue as a going concern within the next 12
months.
The Company acknowledged it has a history of generating operating
losses and negative cash from operating activities and has relied
on cash from the sale of lease pool equipment and the sale of
Preferred Stock and Common Stock for the past several years and
recently, a short-term loan.
Due to these factors, there is substantial doubt about the
Company's ability to meet its obligations as they arise over the 12
months. However, management believes there are compensating
factors and actions available to the Company to address liquidity
concerns, including the following:
* The Company has no obligations or agreements containing
"maintenance type" financial covenants.
* The Company had working capital of approximately $16.5
million as of October 31, 2023, including cash of approximately
$5.6 million.
* Should revenues be less than projected, the Company believes
it is able, and has plans, to reduce costs proportionately in order
to maintain positive cash flow.
* The majority of the Company's costs are variable in nature,
such as raw materials and personnel related costs. The Company has
recently eliminated two executive level positions, and additional
reductions in operations, sales, and general and administrative
headcount could be made, if deemed necessary by management.
* The Company had a backlog of orders related to the Seamap
segment of approximately $37.4 million as of October 31, 2023,
production for certain of these orders was in process and included
in inventory as of October 31, 2023, thereby reducing the liquidity
needed to complete the orders.
* Although the Company declared and paid the quarterly
dividend on its Preferred Stock for the third quarter of fiscal
2024, there were no dividends declared or paid on the Company's
Preferred stock for the first or second quarter of fiscal 2024. The
Company declared and paid the quarterly dividend on its Preferred
Stock for the first quarter of fiscal 2023 but deferred all
dividend payments for the subsequent quarters of fiscal 2023. The
Company has the option to defer future quarterly dividend payments
if deemed necessary. The dividends are cumulative and deferred
dividends accrue for payment in the future. During a deferral
period, the Company is prohibited from paying dividends or
distributions on its common stock or redeeming any of those shares.
Further, if the Company does not pay dividends on its Preferred
Stock for six or more quarters, the holders of Preferred Stock will
have the right to appoint two directors to the Company's board.
* In recent years, the Company has raised capital through the
sale of Common Stock and Preferred Stock pursuant to the ATM
Offering Program and underwritten offerings on Form S-1. Currently,
the Company is not eligible to issue securities pursuant to Form
S-3 and accordingly cannot sell securities pursuant to the ATM
Offering Program. However, the Company may sell securities pursuant
to Form S-1 or in private transactions. Management expects to be
able to raise further capital through these available means should
the need arise.
* The Company's financial results have improved in recent
quarters, producing positive operating income from continuing
operations in the fourth quarter of fiscal 2023 and the first
quarter of fiscal 2024.
* On August 21, 2023, the Company completed the Sale of Klein
for aggregate consideration to the Company of $11.5 million in
cash. Following the closing of the Sale of Klein, all outstanding
amounts due and owed, including principal, interest, and other
charges, under the Loan were repaid in full. After transaction
costs and repayment of the Loan, the Company received net proceeds
from the Sale of Klein totaling approximately $7.3 million."
"Due to the rising level of sales and production activities there
are increasing requirements for purchases of inventory and other
production costs. Additionally, due to component shortages and
long-lead times for certain items there are requirements in some
cases to purchase items well in advance. Furthermore, some
suppliers require prepayments in order to secure some items. All of
these factors combine to increase the Company's working capital
requirements. Furthermore, Management believes there are
opportunities to increase production capacity and efficiencies.
However, some of these opportunities may require additional
investments such as in production equipment or other fixed assets.
If we are unable to meet suppliers' demands, we may not be able to
produce products and fulfill orders from our customers".
"In order to fund future growth, we may explore sources of
additional capital. Such sources include private or public issues
of equity or debt securities, or a combination of such securities.
Other sources could include secured debt financing, the sale of
assets or investment from strategic industry participants.
"We declared and paid the dividend on the Preferred Stock for the
quarter ended October 31, 2023 which amounted to approximately
$947,000. However, accumulated and undeclared dividends amount to
approximately $4.7 million as of October 31, 2023. Management does
not believe that current operations can simultaneously fund the
capital requirements of the ongoing business, as discussed above,
as well as ongoing or accumulated dividends related to the
Preferred Stock. Accordingly, although no firm decisions have been
made, management currently believes it is unlikely that the Company
will declare dividends on the Preferred Stock for the foreseeable
future."
For the three months ended October 31, 2023, the Company reported a
net income of $568,000 compared to a net loss of $5,159,000 for the
same period in 2022.
About Mind Technology
The Woodlands, TX-based Mind Technology, Inc. --
http://mind-technology.com/-- provides technology and solutions
for exploration, survey and defense applications in oceanographic,
hydrographic, defense, seismic and security industries.
Headquartered in The Woodlands, Texas, MIND Technology has a global
presence with key operating locations in the United States,
Singapore, Malaysia and the United Kingdom. Its Klein and Seamap
units design, manufacture and sell specialized, high performance
sonar and seismic equipment.
As of October 31, 2023, the Company has $29.8 million in total
assets and $8.63 million in total liabilities.
MOUROUX FAMILY: PCO Reports No Change in Patient Care Quality
-------------------------------------------------------------
Tamar Terzian, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Northern District of
California a fourth interim report regarding the quality of patient
care provided by Mouroux Family Chiropractic, Inc.
In the report which covers the period October 11 to December 11,
2023, the PCO noted that medication is stored properly and access
is limited. In addition, the equipment and the massage tables used
for treatment of arthritis, IV therapy, knee pain, headaches and
migraines, and neuropathy were clean.
Mouroux has sufficient equipment, supplies and staff to continue to
provide the quality of care for the patients, the PCO noted.
The PCO observed that there are no changes to report currently in
terms of the quality of care.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=oIZgvl from PacerMonitor.com.
About Mouroux Family Chiropractic
Mouroux Family Chiropractic, Inc. offers "one-stop" chiropractic
and medical services in the greater San Jose, California area.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-50186) on Feb. 24, 2023, with $50,001 to $100,000 in assets and
$500,001 to $1 million in liabilities. Judge Stephen L. Johnson
oversees the case.
Steven E. Cowen, Esq., at S.E. Cowen Law represents the Debtor as
bankruptcy counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's bankruptcy case.
MUTSCHLER & MUTSCHLER: Court OKs Cash Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Mutschler & Mutschler, LLC to use cash
collateral, on a final basis, in accordance with the budget.
Phillip Doelling and On Deck have asserted a lien claim to certain
assets of the Debtor, including cash and accounts receivable.
As adequate protection, Doelling and On Deck are granted
replacement liens co-existent with their pre-petition liens, under
11 U.S.C. Section 552 in after acquired property of the estate,
except as to any Chapter 5 causes of action. The replacement liens
will secure an amount equal to the sum of the aggregate diminution,
if any, subsequent to the Petition Date, in the value of the cash
collateral of the Doelling and One Deck Capital.
Doelling is granted, as adequate protection payment of $ 1,000 per
month until confirmation of a plan of reorganization to be paid
upon release of the garnishment currently pending by Doelling
against the Debtor and thereafter on or before the 5th day of each
month until confirmation.
The adequate protection liens and post-petition replacement liens
granted to Doelling and On Deck are deemed to be valid,
enforceable, and automatically perfected as of the Petition Date,
and no further notice, filing, or other act shall be required to
effect such perfection.
A copy of the order is available at https://urlcurt.com/u?l=QPxRIf
from PacerMonitor.com.
About Mutschler & Mutschler, LLC
Mutschler & Mutschler, LLC operates as a construction company. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Tex. Case No. 23-32146-11) on September 27, 2023.
In the petition signed by Larry Allen Mutschler, managing member,
the Debtor disclosed up to $50,000 in assets and up to $1 million
in liabilities.
Judge Michelle Larson oversees the case.
Eric A. Liepins, Esq. represents the Debtor as legal counsel.
MVK FARMCO: OK'd to Use 2 Weeks' Cash After Altering Budget
-----------------------------------------------------------
Rick Archer of Law360 reports that stone fruit producer Prima
Wawona Friday, Dec. 15, 2023, got permission from a Delaware
bankruptcy judge for two more weeks of lender cash use after saying
it is negotiating for the financing the company will need to finish
out what has become a liquidation case.
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.
NABIEKIM ENTERPRISES: Wins Cash Collateral Access Thru March 2024
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Fresno Division, authorized NabieKim Enterprises, Inc. to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance, through March 31, 2024.
As previously reported by the Troubled Company Reporter, in 2017,
Calvin and Kaye Kim opened a Korean Fusion restaurant in Fresno,
California.
The business struggled to grow, leading to disagreements over
Calvin's financial contributions. Kaye Kim agreed to buy out
Calvin's interest for $500,000. The deal was negotiated in 2020,
with monthly payments of $5,000 for 30 years. Despite the pandemic,
the business faced upheaval. Kaye Kim has been working full-time to
make the business successful, but has not received a salary since
September 2021. The bankruptcy filing is due to two main reasons:
Calvin Kim sued the debtor based on the buyout agreement and the
debtor's $312,000 EIDL loan. The debtor has been unwilling to
negotiate and cannot repay the debt and Calvin Kim's debt.
The U.S. Small Business Administration is the sole creditor that
appears to have a perfected security interest in the cash
collateral. The security interest was perfected by the filing of a
UCC-1 on June 2, 2020, by the SBA based on the EIDL.
The Court said creditors with secured claims against the cash
collateral are granted replacement liens on the Debtor's
post-petition acquired assets, including but not limited to cash,
accounts, and accounts receivable to the extent such secured
creditor holds a prepetition security interest in such categories
of collateral; and the priority of such replacement liens will be
governed by the priority as they existed as of the petition date.
A further hearing on the matter is set for March 13, 2024 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=NTWEL2
from PacerMonitor.com.
About NabieKim Enterprises
NabieKim Enterprises operates a Korean Fusion restaurant in Fresno,
California. NabieKim filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10571) on
March 24, 2023, with $50,000 to $100,000 in assets and $1 million
to $10 million in liabilities. Kaye Kim, chief executive officer
and president of NabieKim, signed the petition.
Judge Jennifer E. Niemann oversees the case.
Peter Fear, Esq., at Fear Waddell, P.C. is the Debtor's legal
counsel.
The United States Trustee has appointed David Sousa as Subchapter V
trustee.
NETCAPITAL INC: Raises Going Concern Doubt, Cites Financial Woes
----------------------------------------------------------------
Netcapital Inc. disclosed in a Form 10-Q Report filed with the U.S.
Securities and Exchange Commission for the quarterly period ended
Oct. 31, 2023 that substantial doubt exists about its ability to
continue as a going concern.
"Our financial situation creates doubt whether we will continue as
a going concern," Netcapital stated.
"At October 31, 2023, we had cash and cash equivalents of $528,827
and negative working capital of $1,131,275 as compared to cash and
cash equivalents of $569,441 and negative working capital of
$2,622,670 at April 30, 2023."
"We have been successful in raising capital by completing public
offerings of our common stock."
"On July 15, 2022, we completed an underwritten public offering of
1,205,000 shares of our common stock and warrants to purchase
1,205,000 shares of our common stock at a combined public offering
price of $4.15 per share and warrant. The gross proceeds from the
offering were $5,000,750 prior to deducting underwriting discounts,
commissions, and other offering expenses. The warrants have a per
share exercise price of $5.19, are exercisable immediately, and
expire five years from the date of issuance. With the use of
proceeds, we paid $1 million of debt to our secured lender, to
reduce the outstanding principal balance to $400,000."
"On December 16, 2022 we completed an underwritten public offering
of 1,247,000 shares of our common stock, at a price to the public
of $1.40 per share. In conjunction with this offering, we issued
the underwriter and its designees warrants to purchase 62,350
shares of our common stock at an exercise price of $1.75. The
underwriters exercised their over-allotment option and on January
5, 2023, we issued an additional 187,000 shares of its common stock
at a price of $1.40 per share. We received net proceeds of
$1,621,459 for the issuance of a total of 1,434,000 shares of
common stock in both the initial and over-allotment offering. In
conjunction with the exercise of the over-allotment, the Company
issued the underwriter and its designees warrants to purchase 9,350
shares of our common stock with an exercise price of $1.75."
"On May 23, 2023, we entered into a securities purchase agreement
with certain institutional investors, pursuant to which sold to
such investors, in a registered direct offering, 1,100,000 shares
of our common stock, par value $0.001 per share, at a price of
$1.55 per Share, for aggregate gross proceeds of $1,705,000, before
deducting the placement agent's fees and other offering expenses
payable by us. The Offering closed on May 25, 2023. The Shares were
offered and issued and sold pursuant to our shelf registration
statement on Form S-3 (File 333-267921), filed by us with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, on October 18, 2022 and declared effective on
October 26, 2022."
"With the use of proceeds, we paid our secured lender $350,000 in
principal plus accrued interest of $17,167.23 to retire all
outstanding obligations to the secured lender."
"On July 24, 2023 we completed an underwritten public offering of
1,725,000 shares of our common stock, at a price to the public of
$0.70 per share for aggregate gross proceeds of $1,207,500, before
deducting underwriting discounts and offering expenses payable by
us. In conjunction with this offering, we issued the underwriter,
and its designees, warrants to purchase 86,250 shares of our common
stock at an exercise price of $0.875."
"We believe that our existing cash investment balances, our
anticipated cash flows from operations and liquidity sources
including offering of equity and/or debt securities and/or the sale
of equity positions in certain portfolio companies for which we
provide marketing and strategic advice may not be sufficient to
meet our working capital and expenditure requirements for the next
12 months. Consequently, beginning in November 2023, we laid off
some employees, and our executive officers agreed to defer one half
of their cash salaries and are continuing efforts to reduce
operating expenses. We plan to continue operating with lower fixed
overhead amounts and seek to raise money from private placements,
public offerings and/or bank financing. Our management has
determined, based on its recent history and the negative cash flow
from operations, that it is unlikely that its plan will
sufficiently alleviate or mitigate, to a sufficient level, the
relevant conditions or events noted above. To the extent that funds
generated from any private placements, public offerings and/or bank
financing, if available, are insufficient, we will have to raise
additional working capital. No assurance can be given that
additional financing will be available, or if available, will be on
acceptable terms. Accordingly, the Company's management has
concluded that these conditions raise substantial doubt about our
ability to continue as a going concern. There can be no assurance
that we will be able to achieve our business plan objectives or be
able to achieve or maintain cash-flow-positive operating results.
If we are unable to generate adequate funds from operations or
raise sufficient additional funds, we may not be able to repay our
existing debt, continue to operate our business network, respond to
competitive pressures or fund our operations. As a result, we may
be required to significantly reduce, reorganize, discontinue or
shut down our operations."
A full-text copy of the Form 10-Q is available at
http://tinyurl.com/3f3krpv6
About Netcapital Inc.
Netcapital Inc. (NASDAQ: NCPL) operates as a fintech company. It
helps companies at various stages to build, grow, and fund
businesses with a range of services from strategic advice to
raising capital. The company also operates netcapital.com, an
online private investment platform that connects entrepreneurs and
investors, enabling companies to raise capital digitally.
Netcapital Inc. is based in Boston, Massachusetts.
As of Oct. 31, 2023, the Company has $44,679,261 in total assets
and $5,551,700 in total liabilities.
NEW TROJAN: S&P Cuts ICR to 'CCC-' On Weak Liquidity, Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'CCC-' from
'CCC+' and its issue-level rating on U.S.-based New Trojan Parent
Inc.'s first-lien secured term loan to 'CCC-' from 'CCC+'. The
recovery rating on the debt is '3', indicating its expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of a payment default.
S&P said, "We lowered the issue-level rating on the company's
second-lien term loan to 'C' from 'CCC-'. The recovery rating on
the debt is '6', indicating our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery in the event of a payment default.
"The negative outlook reflects our view that a payment default,
covenant violation, or distressed exchange is inevitable within the
next six months, absent unanticipated significantly favorable
changes in the company's circumstances.
"We do not believe the company has sufficient liquidity to avoid a
payment default, covenant violation, or distressed exchange in the
near term.
"Although we anticipate a modest improvement in the market demand
for scrubs in 2024, we do not believe the company will generate
sufficient earnings and cash flow to support its substantial debt
load. Moreover, the company's recent strategic initiatives, such as
the supply chain reinvention program, have yet to bear fruit in the
form of an inflection point to growing earnings. The company
continues to evaluate meaningful strategic investments to its
distribution infrastructure in favor of an outsourced business
model. However, we believe substantial capital investments are
likely to be delayed due to the company's tightening liquidity.
Instead, we expect New Trojan will look for cost savings through
its transition to the outsourced business model, but we expect
other operating costs will continue to be a substantial drag on S&P
Global Ratings-adjusted EBITDA over the next 12 months.
"We anticipate the company will need to draw more on its revolving
credit facility to fund approximately $20 million in cash principal
and interest payments quarterly.
"Given our expectation for severely depressed earnings and a free
operating cash flow (FOCF) deficit of about $55 million in 2024, we
believe that over the next six months the company will have a
significant liquidity shortfall, along with a potential covenant
violation. As of Sept. 30, 2023, The company had just 4% EBITDA
cushion under its springing first-lien net leverage covenant tied
to the revolver. Within the next six months, we expect the company
will have negligible cash and revolver availability to finance
operations and pay its obligations."
The company may opt to pursue a distressed exchange with existing
lenders in advance of a payment default.
Tightening credit conditions over the past 18 months have led to a
growing trend of distressed issuers pursuing debt restructurings
with lenders, according to S&P Global leveraged finance analysts.
We expect that New Trojan could consider this option, but a
bankruptcy filing is also possible.
The negative outlook reflects the potential for a lower rating if a
default becomes a virtual certainty.
S&P could lower the rating if the company misses a contracted
principal or interest payment, announces a restructuring event, or
violates its financial covenant.
While highly unlikely, S&P could take a positive rating action if
the company's liquidity improves such that it believes the company
could maintain its operations over the subsequent 12 months.
NOVO INTEGRATED: Fruci & Associates II Raises Going Concern Doubt
-----------------------------------------------------------------
Novo Integrated Sciences Inc. disclosed in a Form 10-K Report filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended August 31, 2023 that Fruci & Associates II, PLLC, the
Company's independent auditor, expressed that there is substantial
doubt about the Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm,
Fruci & Associates II, PLLC, said, "We have audited the
accompanying consolidated balance sheets of Novo Integrated
Sciences, Inc. as of August 31, 2023, and 2022, and the related
consolidated statements of operations and comprehensive loss,
changes in stockholders' equity, and cash flows for each of the
years in the two-year period ended August 31, 2023, and the related
notes. In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of
August 31, 2023 and 2022 and the results of its operations and its
cash flows for each of the years in the two-year period ended
August 31, 2023, in conformity with accounting principles generally
accepted in the United States of America.
"The Company has incurred recurring losses from operations, has
negative cash flows from operating activities, and has an
accumulated deficit as of August 31, 2023. These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern."
The Company believes its cash and other available resources may not
be sufficient to meet its operating needs and the payment of
obligations related to various business acquisitions as they come
due within one year after the date the consolidated financial
statements are issued.
To alleviate these conditions, the Company is currently in the
process of raising funds through debt financing and a subsequent
public offering in the United States. As the Company's funding
activities are ongoing, there can be no assurances that the Company
will be able to secure funding on terms that are acceptable to the
Company. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern within the next 12 months.
While management has developed and is in process to implement plans
that management believes could alleviate in the future the
substantial doubt that was raised, management concluded at the date
of the issuance of the consolidated financial statements that
substantial doubt exists as those plans are not completely within
the control of management.
Net loss attributed to Novo Integrated Sciences for the year ended
August 31, 2023 was $13,214,552, representing a decrease of
$19,634,663, or 60%, from $32,849,215 for the same period in 2022.
A full-text copy of the Form 10-K Report is available at
http://tinyurl.com/yc6p65xb
About Novo Integrated Sciences
Headquartered in Bellevue, Washington, Novo Integrated Sciences,
Inc. (NASDAQ: NVOS), together with its subsidiaries, provides
primary healthcare services. The company offers physiotherapy,
chiropractic care, occupational therapy, eldercare, laser
therapeutics, massage therapy, acupuncture, chiropodist,
neurological functions, kinesiology, concussion management and
baseline testing, women's pelvic health, sports medicine therapy
assistive devices, and private personal training services. It also
operates 16 owned clinics, 88 contracted clinics, and 234 eldercare
centric homes located in Canada. Novo Integrated Sciences, Inc., is
a subsidiary of Mattacchione Family Trust.
As of August 31, 2023, the Company has $35,563,047 in total assets
and $11,063,972 in total liabilities.
NUZEE INC: Appoints Randell Weaver as President and COO
-------------------------------------------------------
NuZee, Inc. announced Randell Weaver has been appointed to serve as
the Company's president and chief operating officer, effective
immediately. As president and COO, Mr. Weaver will have
responsibility for all U.S. operations. Mr. Weaver joined the
company in August 2023 as chief financial officer and will also
continue to serve in that role.
"I am pleased with the progress made since Randell joined in August
and am confident the internal initiatives he is leading will
translate into improved operating metrics in the quarters ahead,"
said Masa Higashida, Chairman and CEO. "Randell's expanded role in
day-to-day U.S. operations will also allow me to focus more
attention on growing international markets, where we believe
significant opportunities remain, along with an increased focus on
the company's investor base."
Mr. Weaver added, "I look forward to working in this new role to
improve our service to existing customers, including building on
the initial positive feedback from our Stone licensing
relationship. We see meaningful opportunity in calendar 2024 to
grow our business while achieving significant cost reductions and
efficiencies. Much work remains to achieve our operating goals and
I am excited to work with Masa and the Board to meet these
objectives."
Mr. Weaver has more than 30 years of well-rounded manufacturing,
distribution, and CPG experience with three prior terms as a public
company President, COO or CFO and demonstrated success in cash
management, fund raising, building and mentoring staff, structuring
financing options, optimizing performance, growth, strategic
planning and relationship management.
Prior to joining NuZee, Mr. Weaver served as chief financial
officer of Reinvention Unlimited, Inc, providing financial and
operational management, mentoring and executive oversight services
for international manufacturing and distribution clients with a
focus on regulated industries in food, pharmaceuticals and
contracting. Before that, he held several key positions, including
CFO of a publicly held CPG manufacturing and distribution company
with international operations and units in baked organic baby
foods, nutritional supplements, and highly regulated cannabis
products. While there, he transitioned that issuer's listing from
TSX to NASDAQ and helped raise in excess of $15 million in debt and
equity. Mr. Weaver previously held interim management positions at
a private equity-acquired food packaging company and a frozen food
company.
Mr. Weaver holds a Bachelor of Science degree in business
administration from Cal State University, Northridge, and a Master
of Arts in spiritual psychology from University of Santa Monica.
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for
single serve coffee formats that partners with companies to help
them develop within the single serve and private label coffee
category.
Nuzee reported a net loss of $11.80 million for the year ended
Sept. 30, 2022, a net loss of $18.55 million for the year ended
Sept. 30, 2021, a net loss of $9.52 million for the year ended
Sept. 30, 2020, and a net loss of $12.21 million for the year ended
Sept. 30, 2019.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Dec. 23, 2022, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going concern.
OLIVE CONCRETE: Court OKs Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Olive Concrete and Landscaping, Inc.
to use cash collateral on a final basis, in accordance with the
budget, with a 10% variance.
The Debtor is authorized to use the cash collateral with monthly
adequate protection payments to the U.S. Small Business
Administration in the amount of $1,177 per month on an interim
basis. The SBA is granted a replacement lien in the Debtor's
post-petition cash collateral to the extent of any post-petition
usage of cash collateral during the interim period and to the same
extent, validity, and priority as its pre-petition lien.
The remaining secured creditor, Master Construction Products, Inc.,
which holds a judgment recorded in the state Judgment Index
(unperfected lien) will receive $0 adequate protections payments.
There will be a carve-out in the budget for the inclusion of fees
due the Clerk of Court and the U.S. Trustee pursuant to 28 U.S.C.
Section 1930, and to the extent not already included in the budget
for the adequate protection payments described in the Motion.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=3XPAN1 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$30,287 for December 2023;
$32,812 for January 2024;
$35,312 for February 2024; and
$37,812 for March 2024.
About Olive Concrete and Landscaping Inc.
Olive Concrete and Landscaping Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
6:23-bk-03544) on August 30, 2023. In the petition signed by Jeremy
Olive, president, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Grace R. Robson oversees the case.
Chad Van Horn. Esq., at Van Horn Law Group, P.A., represents the
Debtor as legal counsel.
OPTIVIEW 360: Court OKs Cash Collateral Access Thru Jan 2024
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Optiview 360 Tours LLC to use cash
collateral, on an interim basis, in accordance with the budget,
through January 11, 2024.
The Debtor is authorized to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the
Subchapter V Trustee and payroll obligations incurred post-petition
in the ordinary course of business; (b) the current and necessary
expenses set forth in the budget, plus an amount not to exceed 10%
for each line item; and (c) additional amounts as may be expressly
approved in writing by Regions Bank.
Regions Bank and the Inferior Interests will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the prepetition lien,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued hearing on the matter is set for January 11, 2024 at 11
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=wzinn5 from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$2,190 for the week of December 24, 2023; and
$1,800 for the week of December 31, 2023.
About Optiview 360 Tours LLC
Optiview 360 Tours LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-04900) on
November 20, 2023. In the petition signed by Joseph A. Diaz,
president, the Debtor disclosed up to $100,000 in assets and up to
$500,000 in liabilities.
Judge Grace E. Robson oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
OSAIC HOLDINGS: Moody's Puts 'B2' CFR on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade Osaic
Holdings, Inc.'s ("Osaic") B2 corporate family rating, B1 senior
secured first lien bank credit facility ratings, B1 senior secured
first lien notes ratings and Caa1 senior unsecured rating.
Previously, the outlook was stable. The rating action follows Osaic
and Lincoln Financial Group's announcements [1][2] that Osaic has
agreed to acquire Lincoln Financial Advisors Corporation (LFA) and
Lincoln Financial Securities Corporation (LFS), the wealth
management firms that make up "Lincoln Wealth" from Lincoln
National Corporation (Lincoln, Baa2 STA).
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Moody's said the rating action reflects the planned acquisition's
possible negative effect on Osaic's financial profile. Lincoln said
the transaction is expected to provide it with approximately $700
million of capital benefit, implying the purchase price paid by
Osaic will be at least that amount, and likely higher. Accordingly,
the acquisition may require Osaic to issue a significant amount of
debt to help fund the purchase price, even though it has surplus
cash on hand following a debt raise earlier in the year. Moody's
said a new debt issuance could lead to a worsening in Osaic's
interest coverage and debt leverage that could adversely affect its
financial profile.
Moody's said the planned acquisition would add significant scale to
Osaic's existing platform, since Lincoln Wealth currently has
around 1,450 financial professionals with almost $108 billion in
client assets. Increased scale and the possible synergies that
could exist from the transaction may provide credit benefits.
During its review, Moody's will assess the transaction's effect on
Osaic's financial profile. This will include assessing the amount
of incremental debt and interest expense that will be incurred to
fund the acquisition, Lincoln Wealth's financial and operational
profile, the integration plan and potential synergies from the
business combination, and any potential change to Osaic's strategic
priorities.
Because Osaic's ratings are on review for downgrade it is unlikely
they will be upgraded in the near-term. Longer-term, the ratings
could be upgraded if the company develops other business activities
that provide meaningful earnings diversification. The ratings could
also be upgraded if the firm were to meaningfully change its
financial policy to operate at a lower level of debt leverage on a
sustained basis.
Osaic's ratings could be downgraded should Moody's conclude that
Osaic is unlikely to sustain its Moody's-adjusted EBITDA/Interest
Expense ratio at or above 2x and its debt/EBITDA leverage at or
below 6.5x following the acquisition.
Osaic's ratings could be confirmed if Moody's concludes that
Osaic's financial profile will not weaken significantly following
the transaction and that integration risks will be modest.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Securities
Industry Service Providers Methodology published in November 2019.
OSHKOSH REFURB: Seeks Cash Collateral Access
--------------------------------------------
Extreme Customs, LLC, an affiliate of Oshkosh Refurb, Inc., asks
the U.S. Bankruptcy Court for the Eastern District of Wisconsin,
for authority to use cash collateral and provide adequate
protection.
Customs has an immediate need to use its cash to fund the Chapter
11 cases and operate its business. Customs holds cash on hand of
approximately $115,840 and accounts receivable of approximately
$620,398.38. This cash, along with anticipated revenues generated
from payment of prepetition accounts receivable and otherwise
generated by Customs' post-petition business operations is
necessary to facilitate its business operations and the
administration of the Chapter 11 case.
Bank First, N.A. f/k/a Hometown Bank and the Small Business
Administration assert an interest in the Debtor's cash collateral.
Customs is currently obligated to Bank First on a line of credit
dated November 12, 2014 in the original principal amount of
$3,000,000. Based on Customs' books and records, Customs currently
owes $1.575 million.
Customs' obligation in favor of Bank First appear to be secured by
a properly perfected general business security interest in first
position in all of Customs' assets, including cash and accounts
receivable. Bank First recorded UCC financing statements against
Customs (Nos. 070011182619, 90010998229, and 20191011000232-2)
indicating their general business security interests.
By virtue of a Loan Authorization and Agreement dated June 18, 2020
and later amended on February 23, 2022, the SBA granted Customs an
Economic Injury Disaster Loan in the original principal amount of
$2 million. The terms of the loan provide that Customs will make
monthly installment payments of $9,795, with remaining principal
and interest coming due via a one-time balloon payment due in June
of 2050.
The SBA appears to hold a properly perfected general business
security interest subordinate to Bank First in all of Custom's
assets, including cash and accounts receivable. The SBA filed a UCC
financing statement (No. 202000811000902-5) indicating its security
interest on August 11, 2020. Based on Customs' books and records,
Customs currently owes $2 million on this loan.
As adequate protection, Customs proposes monthly interest-only
adequate protection payments at 9.5% per annum on the balance of
Line of Credit xx0409 at $12,473.
Customs also proposes monthly payments of the current contract
amount on their obligations to the SBA totaling $9,795.
Customs also believes that these secured creditors are also
adequately protected by substantial equity cushions. In addition,
Customs will (a) keep in full force and effect all casualty
insurance and (b) provide reports of their receipts and
distributions consistent with the monthly reporting requirements
for Chapter 11 cases.
A copy of the motion is available at https://urlcurt.com/u?l=xWURWm
from PacerMonitor.com.
About Oshkosh Refurb, Inc.
Oshkosh Refurb, Inc. is a single asset real estate entity that owns
and leases the real estate to Extreme Customs, LLC upon which
Customs operates.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wisc. Case No. 23-25769) on December
15, 2023. In the petition signed by Tyler G. Reilly, chairman and
sole shareholder, the Debtor disclosed up to $10 million in both
assets and liabilities.
Paul G. Swanson, Esq., at Swanson Sweet LLP, represents the Debtor
as legal counsel.
OSMOSE UTILITIES: S&P Alters Outlook to Stable, Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Osmose Utilities
Services Inc., a U.S.-based utility and telecommunications services
provider, to stable from negative and affirmed its 'B' issuer
credit rating.
S&P said, "We also affirmed our 'B' issue-level ratings on the
company's first-lien term loan and revolving line of credit. The
recovery ratings remain '3', indicating our expectation for
meaningful recovery (50%-70%; rounded estimate: 50%).
"Our stable outlook reflects our expectation that Osmose's credit
metrics will strengthen in the next 12 months, with S&P Global
Ratings-adjusted debt to EBITDA below 6.5x and free operating cash
flow (FOCF) to debt well above 3%. We expect mid- to
high-single-digit percent revenue growth and sustained EBITDA
margin expansion in 2024, well above the peer average.
"We expect Osmose's improved operating performance to drive ongoing
deleveraging through 2024, reducing leverage below 6.5x."
Osmose demonstrated noteworthy progress in operating improvement in
2023, with its last-12-months S&P Global Ratings-adjusted EBITDA
margin climbing to 22.8% in September 2023 from 19.5% in 2022. Its
strategic pricing initiatives, heightened productivity, an enhanced
supply chain environment, and stabilized costs contributed to this
improvement. Regulations on utility providers to ensure
infrastructure safety and reliability drive demand for company's
services. Additionally, the company's services are recurring in
nature, with multiyear routine maintenance contracts and
predictable treatment cycles (eight- to 12-year cycles). Although
its margins could slightly fluctuate due to a change in mix of
work, S&P expects strong demand from its utility and telecom
customers, an improved operating environment and industry tailwinds
will support its solid performance through 2024, modestly improving
EBITDA margins well above the peer average.
S&P said, "We anticipate improved credit metrics in 2024, with
leverage below 6.5x compared with 6.9x in September 2023 and 8.3x
in 2022. Our forecast excludes assumptions for debt-funded
dividends or acquisitions because EQT Group, its financial sponsor,
is committed to maintaining leverage aligned with the rating.
"We project Osmose will generate good FOCF through 2024.
"Despite the increased interest expense on its over $1 billion of
floating-rate term debt, we anticipate earnings growth and enhanced
working capital management will lead to FOCF generation above $50
million through 2024. We expect some working capital inflow in the
fourth quarter of 2023 as the company works through its collections
and reduces its previously elevated inventory due to conservative
overstocking amid supply chain challenges.
"Osmose operates with relatively lower capital expenditure (capex)
than peers due to its recent fleet management program, which
extends the useful life of its vehicles. We assume capex excluding
operating lease of about 2% of revenues. Our projections indicate
about $50 million of FOCF generation, leading to FOCF to debt of
4.5%-5% in 2024.
"Our stable outlook reflects our expectation that Osmose's credit
metrics will strengthen in the next 12 months, with S&P Global
Ratings-adjusted debt to EBITDA below 6.5x and FOCF to debt well
above 3%. We expect mid-single-digit percent organic revenue growth
and sustained EBITDA margin expansion in 2023 and 2024, well above
peer averages."
S&P could lower its ratings on Osmose over the next 12 months if:
-- The company fails to reduce S&P Global Ratings-adjusted debt to
EBITDA below 6.5x; or
-- S&P believes the company's FOCF will decline such that its FOCF
to debt falls below 3% on a sustained basis.
This could occur if Osmose's operating performance unexpectedly
drops due to, for example, prolonged project delays or losing
material contracts from competition and inflationary pressures.
S&P considers an upgrade unlikely over the next 12 months because
it believes Osmose's credit measures will remain highly leveraged
under its private-equity owners. However, S&P could raise the
rating if:
-- The company reduces debt to EBITDA well below 5x; and
-- S&P believes the risk of leverage increasing above 5x is low
and FOCF to debt approaches 10%.
OUTERSTUFF LLC: S&P Updates ICR to 'CCC+', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
Outerstuff LLC to 'CCC+' from 'SD' (selective default) because the
refinancing addressed the approaching maturity of its capital
structure. At the same time, S&P raised its issue-level rating on
the company's $122.1 million senior secured term loan due 2027 to
'CCC+' from 'D'. The '3' recovery rating is unchanged, indicating
its expectation for meaningful recovery (50%-70%; rounded estimate:
60%) for lenders in the event of a payment default.
The stable outlook reflects S&P's expectation that Outerstuff will
modest increase its revenue, improve its credit metrics, and
generate positive FOCF in 2024.
The upgrade reflects Outerstuff's extension of its maturities,
though we still view its capital structure as unsustainable.
The company recently amended and extended its ABL and term loan. As
part of the transaction, founder and CEO Sol Werdiger contributed
$30 million of common equity, which management used to pay down $20
million of its first-lien term loan due Dec. 31, 2023. After the
paydown, there is now $122.1 million outstanding on its term loan,
$108 million of which it extended to Dec. 31, 2027. However, there
is still $14 million that Outerstuff was unable to extend, due to
end-of-life fund limitations, which will mature on Dec. 29, 2023.
The non-extended portion will roll into the extended term loan
following its maturity date. The company extended the maturity of
its ABL facility to 90 days before the term loan matures at the end
of September 2027. In addition, Outerstuff extended its $5 million
shareholder loan to March 31, 2028, with 9% of payment in kind
(PIK) interest.
S&P said, "We continue to view Outerstuff's capital structure as
unsustainable due to its weak EBITDA interest coverage and cash
flow generation. Pro forma for the transaction, we estimate the
company's S&P Global Ratings-adjusted leverage is about 7x and its
S&P Global Ratings-adjusted EBITDA interest coverage is in the
low-1x area. We anticipate Outerstuff will continue to generate a
FOCF deficit in 2023 due to its negative working capital. We expect
the company will modestly expand its sales in 2024, supported by
Olympics-related demand, Formula 1 racing license sales, and its
new license contract with Alfa Romeo. We forecast Outerstuff's S&P
Global Ratings-adjusted EBITDA will rise by the mid-single digit
percent area in 2024 as it increases its sales, realizes cost
saving, improves its operating leverage, and generates positive
FOCF of about $5 million due to an improvement in its working
capital. We expect the company's S&P Global Ratings-adjusted
leverage will be in the low-6x area as of the end of 2023 and
improve to the high-5x in 2024 (including EBITDA interest coverage
in the mid-1x area).
"The amend-and-extend transaction has provided the company with
some liquidity relief and we forecast it will maintain a sufficient
covenant cushion in 2024."
Pro forma for the transaction, Outerstuff has about $43 million of
total liquidity, including $9.5 million cash on its balance sheet
and $33.5 million of availability under its ABL (net of the $10
million covenant threshold). The credit agreement for the ABL
revolver includes a minimum fixed-charge coverage ratio of 1x,
which is tested if the facility's availability falls below 15% of
the lesser of its borrowing base or aggregate commitments but not
less than $10 million. The company is subject to a minimum
liquidity covenant of $10 million, tested monthly, and a minimum
EBITDA requirement of $27.25 million, which is calculated on a
last-12-months basis and tested quarterly. Add-backs for the
covenant EBITDA are capped at $3 million, subject to certain
exceptions, such as foreign currency gains and losses, charitable
contributions up to $1 million, and some transaction fees. S&P
said, "We expect Outerstuff could draw further on its ABL revolver
to fund its seasonal working capital needs, though not to the point
that it would trigger the covenant. We expect the company will have
a sufficient cushion of more than 25% under its minimum EBITDA
covenant in 2024, though its could tighten if its demand falls
short of our expectations."
The stable outlook reflects S&P's expectation that Outerstuff will
increase its revenue, improve its credit metrics, and generate
positive FOCF in 2024.
S&P could lower its rating on Outerstuff if it envisions a default
scenario over the subsequent 12 months. This could occur if:
-- The cushion under its minimum EBITDA covenant tightens and S&P
envisions a covenant breach;
-- The company's performance does not improve as S&P expects due
to contract losses or elevated competition; or
-- Its liquidity tightens and we envision a default, such as a
payment default, occurring in the subsequent 12 months.
S&P could raise its rating if Outerstuff improves its performance
such that it sustains EBITDA interest coverage of about 1.5x and
generates positive FOCF. This could occur if:
-- Its performance exceeds our expectation with sufficient
forecasted double digit covenant cushion;
-- Its demand exceeds our expectation due to new licensing deals,
increased distribution, and improved cost controls; or
-- It renegotiates one or more of its minimum revenue guarantee
contracts to reduce its fixed obligations.
PARTNERS RISK: Case Summary & One Unsecured Creditors
-----------------------------------------------------
Debtor: Partners Risk Specialists, Inc.
35 N. Lake Ave
Pasadena, CA 91101
Business Description: Partners Risk serves as co-employer for its
client's personnel and assumes the
administrative responsibility for employment
liability issues, such as workers'
compensation, employee benefits, payroll and
payroll taxes.
Chapter 11 Petition Date: December 19, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-18399
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Michael Kwasigroch, Esq.
LAW OFFICES OF MICHAEL D. KWASIGROCH
1975 Royal Ave Suite 4
Simi Valley CA 93065
Tel: 805-522-1800
Email: attorneyforlife@aol.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Deanna J. Laiken as director.
The Debtor listed Sunz c/o Akerman LLP as its sole unsecured
creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/J36U2XQ/Partners_Risk_Specialists_Inc__cacbke-23-18399__0001.0.pdf?mcid=tGE4TAMA
PAX THERAPY: Court OKs Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Pax Therapy and Family Services,
Inc. to use cash collateral on a final basis in accordance with the
budget, with a 15% variance.
As previously reported by the Troubled Company Reporter, there are
three creditors that may assert security interests in the Debtor's
accounts receivable and the proceeds thereof in the order of
recordation of UCC financing statements with the California
Secretary of State's Office:
1. Small Business Financial Solutions, LLC. On December 1, 2021,
the Debtor became party to a Business Line of Credit and Security
Agreement pursuant to which the Debtor is now indebted to SBFS for
approximately $56,000. The SBFS Credit Line purports to be secured
by a blanket security interest in the Debtor's assets. A UCC
financing statement recorded in the CSSO on December 6, 2021, by
Corporation Service Company, evidences SBFS's security interest on
the SBFS Credit Line.
2. Transportation Alliance Bank, Inc. The Debtor is a party to a
Business Loan Agreement with TAB dated May 3, 2022, pursuant to
which the Debtor borrowed $275,000. The TAB Loan purports to be
secured by a blanket security interest in the Debtor's assets, as
evidenced by a Commercial Security Agreement executed by the
Debtor on May 3, 2022 and a UCC financing statement recorded by or
on behalf of TAB in the CSSO on May 2, 2022. The Debtor believes
that, as of November 2, 2023, the balance outstanding on the TAB
Loan is no less than $180,000.
3. Strategic Funding Source, Inc. d/b/a Kapitus. The Debtor is
party to a Loan Agreement with Kapitus dated August 16,
2023,pursuant to which the Debtor borrowed principal in the amount
of $150,0000 and is now indebted in the amount of no less than
$208,500. The New Kapitus Loan purports to be secured by a blanket
security interest in the Debtor's assets pursuant to a Security
Agreement entered on or about the same date as the New Kapitus Loan
Agreement. The CSSO website shows that a UCC financing Statement
was recorded on November 18, 2022 by CT Corporation System. The
Debtor believes that this financing statement was recorded on
behalf of Kapitus in connection with the New Kapitus Loan, as it
relates to a prior Kapitus loan to the Debtor that was made on
November 17, 2022 and that was paid in full by the New Kapitus
Loan.
The Debtor's principal assets as of the Petition Date consist of
its cash-on-hand and accounts receivable. The value of the Debtor's
assets do not exceed $164,000.
To the extent that a secured creditor's prepetition interest in
cash collateral has been diminished by the Debtor's use of cash
collateral, the secured creditor will receive as adequate
protection replacement liens in postpetition cash and receivables,
up to the amount of any diminution or impairment of such secured
creditor's prepetition cash collateral but only to the same extent,
applicability and validity as such secured creditor's equivalent
prepetition liens.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=Gdpx8y from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$150,299 for December 2023;
$144,670 for January 2024;
$139,672 for February 2024;
$149,986 for March 2024.
About Pax Therapy and Family Services, Inc.
Pax Therapy and Family Services, Inc. provides mental health
therapy services through its licensed professionals from its
offices located in Whittier, California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 2:23-bk-17284-DS) on
November 2, 2023. In the petition signed by Kristin
Martinez,president, the Debtor disclosed up to $100,000 in assets
and up to $1 million in liabilities.
Judge Deborah J. Saltzman oversees the case.
David B. Zolkin, Esq., at Weintraub Zolin Talerico & Selth LLP,
represents the Debtor as legal counsel.
PENN CENTER: Court OKs Cash Collateral Access Thru Dec 28
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized Penn Center Harrisburg, LP to use cash collateral, on an
interim basis, in accordance with the budget, through December 28,
2023.
The Debtor requires the use of cash collateral to meet its ordinary
cash needs (and for such other purposes as may be approved in
writing by Fulton) for the payment of the Debtor's actual expenses
necessary to (a) maintain and preserve their assets, (b) continue
operation of its businesses, including the payment of expenses as
reflected in the Budget, (c) to pay United States Trustee fees; and
(d) to pay allowed professional fees.
Prior to the Petition Date, the Debtor entered into a series of 10
separate Notes, Security Agreements and Mortgages with Fulton Bank,
pursuant to which Fulton's loans to the Debtor now exceed $13
million and each of the Loans are fully matured and due in full.
Fulton has fully perfected first priority mortgages on the
Property.
As adequate protection for use of Fulton's cash collateral from the
Petition Date forward, Fulton is granted replacement liens to the
same extent and priority existing on the Petition Date, which
Replacement Liens will constitute valid and duly perfected security
interests and liens as of the Petition Date and Fulton will not be
required to file or serve financing statements, notices of lien or
similar interests which otherwise may be required under federal or
state law in any jurisdiction, or take any action, including taking
possession, to validate and perfect such Replacement Liens.
In addition, the Debtor will make an adequate protection payment to
Fulton in the amount $46,947.
A further hearing on the matter is set for December 22, 2023 at
9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=IQBqI4
from PacerMonitor.com.
About Penn Center Harrisburg, LP
Penn Center Harrisburg, LP sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-02771) on
December 7, 2023. In the petition signed by Michael Daley, partner,
the Debtor disclosed up to $10 million in assets and up to $50
million in liabilities.
Judge Henry W. Van Eck oversees the case.
Robert E. Chernicoff, Esq., at Cunningham, Chernicoff, Warshawsky
PC, represents the Debtor as legal counsel.
PERSIMMON HOLLOW: Wins Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Persimmon Hollow Brewing Company, LLC
to use the cash collateral of its secured creditor, Seacoast
National Bank, on an interim basis, in accordance with the budget,
with a 20% variance.
As adequate protection for any diminution in the value of cash
collateral and other prepetition collateral resulting from the
Debtor's use thereof after the Petition Date, Secured Creditors
will be entitled to a continuing replacement lien and security
interest in all assets of the Debtor existing on or after the
Petition Date of the same type as the prepetition collateral,
together with the proceeds, rents, products and profits thereof,
whether acquired or arising before or after the Petition Date, to
the same extent, validity, perfection, enforceability and priority
of the liens and security interests of Secured Creditors as of the
Petition Date. The Rollover Lien will be limited to the amount of
any Diminution, and does not extend to any avoidance claims held by
the estate.
The lien granted will be valid and perfected without the need for
the execution of filing of any further document or instrument
otherwise required to be filed under applicable non-bankruptcy
law.
The Debtor's authority to use cash collateral will terminate upon
the earlier of (i) the entry of an order modifying the order, (ii)
the appointment of a Chapter 11 trustee in the Debtor's case, (iii)
the conversion of the Debtor's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code, or (iv) a default in the
performance or observance of any material provision of the order.
A further hearing on the matter is set for January 11, 2024 at 2:30
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=wJGSNR from PacerMonitor.com.
The Debtor projects $246,260 in total expenses for December 2023
and $237,486 for January 2024.
About Persimmon Hollow Brewing Company, LLC
Persimmon Hollow Brewing Company, LLC owns and operates a brewery
and taproom in DeLand, FL.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Banke. M.D. Fla. Case No. 23-04742) on November
10, 2023. In the petition signed by Robert Burnette, president and
chief manager, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Grace E. Robson oversees the case.
Richard R. Thames, Esq., at THAMES | MARKEY, represents the Debtor
as legal counsel.
PETIQ LLC: Moody's Hikes CFR to 'B2', Outlook Stable
----------------------------------------------------
Moody's Investors Service upgraded the ratings of PetIQ, LLC
including the company's Corporate Family Rating to B2 from B3 and
Probability of Default Rating to B2-PD from B3-PD. Moody's also
upgraded the ratings on PetIQ's senior secured first lien term loan
to B2 from B3 and the company's speculative grade liquidity rating
(SGL) to SGL-1 from SGL-2. The outlook is maintained stable.
The upgrades reflect PetIQ's improved free cash flow and
deleveraging progress over the past several years evident by the
debt-to-EBITDA leverage (on a Moody's adjusted basis) declining to
4.7x as of last 12 months ending September 30, 2023 from 6.6x as of
fiscal year 2022. Deleveraging is driven by operating improvement
across both the products and services segments. PetIQ's revenue
grew 14% and EBITDA increased 40% (on a Moody's adjusted basis) in
the last 12 months ending September 30, 2023. Revenue and earnings
growth reflect the effects of price increases, rising volume,
moderating costs, and improved product mix.
Moody's projects revenue will grow at a low single digit rate in
2024 and that EBITDA will grow in the low teens. Earnings are
forecasted to continue to benefit from volume growth, prior year
price increases, and new business wins. Business expansion includes
a pilot wellness center concept with Walmart Inc. that will offer a
variety of pet services including veterinary care, grooming and
hygiene. Product volumes were particularly strong in 2023 within
the flea & tick category attributable to a warm and humid favorable
weather season. Predicting year-to-year weather patterns is
challenging and though less favorable weather would be a flea &
tick volume headwind in 2024, growth in the pet population during
the pandemic indicates a favorable higher overall market size.
Moody's projects annual free cash flow of $40 to $50 million,
supported by better inventory management and elimination of costs
related to the optimization of wellness centers. The company's
recent announcement to close over 140 underperforming wellness
centers in the fourth quarter will have short term cash costs, but
it is anticipated to enhance operational efficiency because the
profits at those centers were low.
Moody's upgraded the speculative grade liquidity rating to SGL-1
from SGL-2 because of the company's growing cash balance bolstered
by improved free cash flow, and the resulting diminished need to
access the sizable undrawn revolver.
RATINGS RATIONALE
PetIQ's B2 CFR reflects the company's expanding portfolio of pet
medications and related products sold into the U.S. retail
channels, and its growing market opportunity in veterinary pet
services through mobile clinics and wellness centers located
primarily within retail customers. The ratings are also supported
by improving profitability and free cash flow that resulted in a
reduction of debt-to-EBITDA leverage to 4.7x (on a Moody's adjusted
basis) as of the 12 months ended September 30, 2023 from 6.6x as of
2022. Moody's expects that PetIQ will continue to improve its
credit metrics, including deleveraging to about 4x debt-to-EBITDA
in 2024 through earnings improvement, higher margin product mix and
growth of its services segment. Moody's views many of the company's
products as consumer staples that provide earnings resiliency
during an economic downturn. There is a potential downside to the
Moody's forecast given the uncertainty around weather patterns and
severity and length of the flea & tick season in 2024, but there is
some cushion within the financial leverage expectations for the B2
CFR to absorb a modest decline in earnings.
Credit risks include the company's relatively small but improving
scale with revenue of about $1.1 billion in 2023 and its lack of
geographic diversification given 99% of revenue was derived from
customer sales within United States and Canada. PetIQ's operations
reflect a low EBITDA margin due to significant competition and that
a sizable part of the company's operations reflect distribution of
products manufactured by third parties. The company also has high
working capital swings characteristic of a distribution business
and volatile free cash flow generation. Nevertheless, the company
continues to grow its own branded manufactured products through
tuck-in acquisitions. Most recent acquisition of Rocco & Roxie in
January 2023, a supplier of stain and odor products, jerky treats
and other products. PetIQ's distribution of a mix of prescription
and over the counter ("OTC") pet medications into retail channels
is a lower-cost alternative to traditional distribution through
veterinary offices. The company's wellness clinics also offer a
range of basic veterinary services. Moody's believes the company
has good opportunity for growth in these businesses but also
significant execution risk to scale the operations profitably, in
addition to acquisition integration risk and high price
competition.
PetIQ's SGL-1 very good liquidity is supported by expectations of
positive free cash flow of $40 to $50 million, an undrawn $125
million ABL revolving facility (subject to a borrowing base) and
$125 million of balance sheet cash as of September 30, 2023. The
ABL facility expires in March 2026 and contains a 1x minimum fixed
charge covenant that springs when excess availability is less than
the greater of (1) 10% of the lower of the borrowing base or the
revolving commitment and (2) $9 million. Moody's does not expect
the covenant to spring over the next 12 months. If it does, Moody's
expects that PetIQ will have sufficient cushion. The first lien
term loan has no financial maintenance covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's view that PetIQ will maintain
very good liquidity including annual positive free cash flow of at
least $40 million, grow revenue and EBITDA to reduce debt-to-EBITDA
leverage to 4x over the next 12 months and maintain a financial
policy that results in limited debt-financed acquisitions and share
repurchases.
The ratings could be upgraded if PetIQ is able to meaningfully
improve operating performance including higher profitability and
consistent positive free cash flow-to-debt of at least 10%. The
company would also need to sustain debt-to-EBITDA leverage at or
below 4x.
The ratings could be downgraded if the company's revenue or
earnings decline due to market share losses, reductions in consumer
spending or higher costs. The ratings could also be downgraded if
liquidity deteriorates, free cash flow-to-debt is not maintained at
or above 5%, debt-to-EBITDA leverage exceeds 5.5x, or financial
policies become more aggressive.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
PetIQ, LLC (PetIQ, NASDAQ: PETQ) based in Eagle, Idaho, is a pet
medication and wellness company providing convenient access to
affordable veterinary products and services through the company's
own branded and distributed medications and health and wellness
products. The company operates two business segments: Products and
Services. The Products segment consists of the company's
manufacturing and distribution business. Through the Products
segment, PetIQ distributes prescriptions and over the counter
medications as well as its own branded medications. The Services
segment consists of veterinary services and related product sales
and is operated through PetVet, VIP Petcare and VetIQ which has
about 2,400 clinic locations in 41 states. PetIQ generated net
sales of $1,066 million for the 12 months ending September 30,
2023.
PGT INNOVATIONS: Moody's Puts 'Ba3' CFR Under Review for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of PGT Innovations,
Inc. under review for upgrade, including the company's Ba3
corporate family rating, the Ba3-PD probability of default rating,
and the B1 senior unsecured notes ratings. PGT's SGL-1 speculative
grade liquidity rating remains unchanged. Previously, the outlook
was stable.
On December 18, 2023, Masonite International Corporation announced
[1] its plans to acquire PGT for about $3.0 billion, to be funded
with cash and Masonite's stock. PGT's shareholders will receive
$41.0 per each PGT's share owned, comprised of $33.5 in cash and
$7.5 in common shares of Masonite. Masonite intends to fund the
cash portion of the acquisition with a combination of cash,
borrowings under existing credit facilities and the proceeds from
new debt and/or equity. The transaction is expected to close in the
middle of 2024 and is subject to customary closing conditions
including applicable regulatory approvals.
The review for upgrade reflects governance considerations related
to the change in ownership that will occur given the pending
acquisition by Masonite. It also reflects the stronger credit
profile of Masonite with greater scale and that the outstanding
rated PGT debt is expected to be repaid upon closing. Following the
repayment of PGT's debt, Moody's will withdraw the existing PGT
ratings.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review for upgrade reflects Moody's expectation that, should
PGT's acquisition by Masonite be completed, PGT's debt will be
repaid in full. The review also considers the fact that PGT will
benefit from greater scale and product diversification. The review
will focus on the completion of the transaction and the final
capital structure, particularly the expected repayment of PGT's
debt. Lastly, the review for upgrade will also assess PGT's
financial performance and the maintenance of solid credit metrics,
and good liquidity through the closing.
In the unlikely event that PGT's notes remain outstanding, Moody's
would consider any guarantees provided by Masonite and in the event
the notes are not guaranteed, the adequacy of financial information
provided in order to maintain the rating.
Excluding the ratings review, PGT's ratings could be upgraded if
the company significantly expands its size and scale and improves
its geographic diversification, increases its operating margins
toward historical levels, sustains adjusted debt to EBITDA below
3.0x and EBITA to interest coverage above 5.0x, while generating
strong free cash flow with FCF to debt metrics in the mid teens.
Favorable end market conditions would also be important for a
higher rating.
Excluding the ratings review, PGT's ratings could be downgraded if
end markets demonstrate materially weakening trends, the company
loses significant market share, operating margins decline, adjusted
debt to EBITDA is sustained above 4.0x and EBITA to interest
coverage below 4.0x, or if its liquidity profile deteriorates.
PGT Innovations, Inc., headquartered in North Venice, Florida, is a
leading manufacturer and supplier of impact-resistant windows and
doors in the US. In the last twelve months ended September 30,
2023, PGT generated $1.5 billion in revenue.
Masonite International Corporation is one of the largest vertically
integrated manufacturers of doors in the world, offering interior
and exterior doors for both residential and commercial end uses in
the US, the UK, and Canada. In the last twelve months ended October
1, 2023, Masonite generated $2.8 billion in revenue.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
PHUNWARE INC: L1 Capital Global Has 9.3% Stake as of Dec. 9
-----------------------------------------------------------
L1 Capital Global Opportunities Master Fund, Ltd. disclosed in a
Schedule 13G filed with the Securities and Exchange Commission that
as of Dec. 9, 2023, it beneficially owned 16,666,666 shares of
common stock of Phunware, Inc., representing 9.32 percent based on
178,814,365 shares of common stock outstanding as reported on the
issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) of
the Securities Act of 1933 on Dec. 7, 2023.
David Feldman and Joel Arber are the directors of L1 Capital Global
Opportunities Master Fund, Ltd. As such, L1 Capital Global
Opportunities Master Fund, Ltd., Mr. Feldman and Mr. Arber may be
deemed to beneficially own (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934) 16,666,666 shares of the
issuer's common stock.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1665300/000107997323001771/l1cap_13g.htm
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.
PLATINUM BEAUTY: Court OKs Cash Collateral Access on Final Basis
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia, Macon
Division, authorized Platinum Beauty Bar and Spa, LLC to use cash
collateral on a final basis in accordance with the budget, with a
10% variance.
The Debtor requires the use of cash collateral to fund critical
operations.
The Debtor asserts that it is allegedly a borrower on a loan with
Citizens Bank, which asserts a security interest in certain of the
Debtor's personal property.
In accordance with the terms of the Loan Documents, as security for
the payment of the obligations under the Loan Documents, the Debtor
granted to Citizens a continuing first-priority security interest
in, a lien upon, a right of set-off against, and an assignment as
security for all of the following property of the Debtor.
As of November 1, 2023, (i) the Debtor was liable to Citizens in
respect of the loan made, and certain accrued interest, costs and
fees, pursuant to the Loan Documents in the aggregate amount of
approximately $1.3 million, and (ii) pursuant to the Loan
Documents, the Debtor is liable to Citizens for accrued and unpaid
interest, commitment fees, attorneys' and advisors' fees, other
out-of-pocket expenses, costs and indemnities from November 1, 2023
forward.
The Debtor will have the right to use the cash collateral until the
earlier of i) confirmation of a Plan of Reorganization in this
matter; ii) conversion of the case to one under Chapter 7 of the
United States Bankruptcy Code; or iii) the further order of the
Court rescinding the Order, and the Debtor's authority to use cash
collateral, or modifying the Order and the terms and conditions
under which the Debtor may use cash collateral.
To provide adequate protection for the Debtor's use of cash
collateral, the Lender is granted a valid and properly perfected
post-petition lien on all property acquired by the Debtor after the
Petition Date that is the same or similar nature, kind, or
character as the Lender's respective pre-petition collateral,
except that no such replacement lien will attach to the proceeds of
any avoidance actions under Chapter 5 of the Bankruptcy Code. The
Adequate Protection Lien will be deemed automatically valid and
perfected upon entry of the Order.
To protect the value of Citizens' liens in the Debtor's
post-petition assets, on or before November 15, 2023, and
continuing on the 15th day of each month thereafter during the
pendency of the Usage Period, the Debtor will make a payment to
Citizens of $8,500 as adequate protection for the Debtor's
continued use of cash collateral.
A copy of the court's order is available at
https://urlcurt.com/u?l=NaKuTo from PacerMonitor.com.
About Platinum Beauty Bar and Spa, LLC
Platinum Beauty Bar and Spa, LLC is a full-service spa in Conyers,
Georgia. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-51222) on September 1,
2023. In the petition signed by Rebecca Davis, sole member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Austin E. Carter oversees the case.
William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC,
represents the Debtor as legal counsel.
Citizens Bank, as lender, is represented by John A. Thomson, Jr.,
Esq. at Adams and Reese LLP.
PONTOON BREWING: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, authorized Pontoon Brewing Company, LLC to use
cash collateral on an interim basis, in accordance with the
budget.
The Debtor requires the use of cash collateral to pay insurance
premiums and fund an escrow for the Subchapter V Trustee.
The Debtor asserts that it is indebted to Ameris Bank, successor to
Fidelity Bank, in the approximate amount of $246,000, secured by a
security interest in assets of Debtor, the proceeds of which
constitute "cash collateral." The interest of Ameris is identified
in a UCC-1 financing statement at 0602017-2823, Fulton County
Records, recorded on April 11, 2017, as continued by a Continuation
Statement at 0602022-001384, Fulton County Records, recorded on
March 10, 2022.
The Debtor asserts it is indebted to the Small Business
Administration in the approximate amount of $768,000, secured by a
security interest in assets of Debtor, the proceeds of which
constitute "cash collateral." The interest of the SBA is identified
in a UCC-1 financing statement at 038-2020-030320, Coweta County
Records, recorded on June 23, 2020.
The Debtor asserts it is indebted to United Community Bank in the
approximate amount of $1.735 million, which is secured by a
security interest in assets of Debtor, the proceeds of which
constitute "cash collateral." The interest of UCB is identified in
UCC-1 financing statements at (i) 0602020-8638, Fulton County
Records, recorded on December 30, 2020, (ii) 038-2022-006820,
Coweta County Records, recorded on February 24, 2022, (iii)
038-2022-016898, Coweta County Records, recorded on May 11, 2022,
and (iv) 038-2022-024622, Coweta County Records, recorded on July
22, 2022.
As partial adequate protection of its interests in any cash
collateral expended by Debtor, the Cash Collateral Creditors are
granted a valid and properly-perfected replacement lien, subject to
prior perfected security interests and liens, pursuant to 11 U.S.C.
section 361(2) on all property acquired by Debtor after the
Petition Date. The Adequate Protection Lien will be deemed
automatically valid and perfected upon entry of the Order.
A copy of the order is available at https://urlcurt.com/u?l=qOxVzI
from PacerMonitor.com.
About Pontoon Brewing Company
Pontoon Brewing Company, LLC is an alcoholic beverage company in
Atlanta, Ga.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61376) on Nov. 16,
2023, with up to $10 million in both assets and liabilities. Sean
O'Keefe, manager, signed the petition.
Judge Lisa Ritchey Craig oversees the case.
G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, PA
represents the Debtor as legal counsel.
PRECIPIO INC: Management Shares Thoughts on 2023
------------------------------------------------
Precipio, Inc. issued a press release in which the Company's
management shared its thoughts on 2023, and provided look ahead to
2024.
The Company said, "At the start of 2023, management set three
goals, all focused on achieving cash flow breakeven going forward:
1. Target #1: For the pathology division, reaching estimated
annualized revenues of $14M, which was expected to enable the
division to achieve cash flow breakeven based on its cost
structure.
2. Target #2: For the products division, reaching estimated
annualized revenues of $8M, which was expected to enable the
division, and therefore the entire company, to achieve cash flow
breakeven based on the company cost structure at the time.
3. Target #3: Maintaining or improving the company's cost
structure, to ensure that Target #1 and Target #2 do not have to be
increased.
"On our last shareholders call on November 20, 2023, management
announced that the company had achieved two of its three goals: it
achieved Target #1, surpassing $3.75M in pathology division
revenues in Q3 (equivalent to estimated annualized revenues of
$14M); it also exceeded Target #3 through substantial cost
reduction initiatives, resulting in a significant reduction in the
company's cash burn from $2.5M/quarter in Q3-2022, to $1M/quarter
in Q3-2023.
"As a direct outcome of achieving Target #1 and #3, the company's
Target #2 for the products division to enable the division, and
therefore the entire company to achieve cash flow breakeven based
on the current cost structure - is $6M instead of $8M. As
disclosed in our recent 10Q filing for Q3-2023, the company reached
~$0.85M in product revenue for the third quarter.
"In Q3-2023 the company reported $4.5M in quarterly revenues for
the pathology and products divisions, a 50% YoY increase to
approximately $18.5M in annualized run-rate revenues. In 2024, if
the company achieves a growth rate of ~50% and maintains the
current cost structure, the company could reach ~$30M in annual
run-rate revenue, which would likely result in positive cash flow
during the second half of 2024. Management hopes that the market
will reward such performance with a higher revenue multiple than
the current 0.5x revenue multiple implied in the company market cap
and share price.
"We would like to remind shareholders to expect more
quarter-to-quarter volatility in pathology division revenue than in
product division revenue. The pathology division revenues are more
prone to fluctuations because they are driven by individual
physician behaviors, patient testing frequency, and unique testing
orders for their patient testing, as opposed to laboratories using
our products that have relatively consistent testing volumes.
"In addition, in the products division, we are focusing on larger
accounts to maximize our selling effectiveness, and therefore,
sales growth in that division is likely to come in spurts rather
than slow steady increases as might be more likely to occur in the
pathology division. Therefore, we are more focused on meeting our
product division goals. We expect Q4-2023 revenues to be
approximately $3.2-$3.5M, and end 2023 with estimated revenues for
the year of approximately $14.5M, an increase of approximately 50%
from $9.8M year-end revenues of 2022."
"In 2023 we set aggressive goals, and as of Q3, we have met two of
the three goals. In doing so, we have significantly altered the
company's cost structure. The team's primary focus is on reaching
and exceeding the product division revenue goals, and getting the
company to breakeven as quickly as possible," said Ilan Danieli,
CEO. "Furthermore, as we continue to grow our share of this $400M+
HemeScreen market, and disrupt the diagnostic market by bringing
these (and other) tests to the point-of-care, we believe we are
facing a huge opportunity to build a significant business."
About Precipio
Omaha, Nebraska-based Precipio, Inc., formerly known as
Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare
solutions company focused on cancer diagnostics. Its business
mission is to address the pervasive problem of cancer misdiagnoses
by developing solutions to mitigate the root causes of this problem
in the form of diagnostic products, reagents, and services.
Precipio reported a net loss of $12.18 million in 2022, and a net
loss of $8.52 million in 2021. As of Dec. 31, 2022, the Company
had $21.50 million in total assets, $5.14 million in total
liabilities, and $16.37 million in total stockholders' equity.
New Haven, CT-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
30, 2023, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
PRINCESS PORT: Seeks to Hire Totaro & Shanahan as Legal Counsel
---------------------------------------------------------------
Princess Port Bed and Breakfast, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
Totaro & Shanahan as its legal counsel.
The firm's services include:
a. assisting the Debtor with the completion of documents
required by the Office of the U.S. Trustee, preparing status
reports, reviewing monthly operating reports, and attending
hearings;
b. consulting with the Debtor's representative and other
bankruptcy professionals concerning documents needed and reports to
be prepared;
c. assisting the Debtor in the preparation of documents for
compliance with the requirements of the Office of the U.S.
Trustee;
d. negotiating with creditors regarding the amount and payment
of their claims;
e. discussing with the Debtor's representative concerning the
formulation of disclosure statement and plan of reorganization;
f. preparing the disclosure statement and Chapter 11 plan of
reorganization and any amendments thereto;
g. serving ballots to creditors, tallying ballots and
submitting them to the court;
h. responding to any objections to disclosure statement or
plan; and
i. representing the Debtor in cases where no litigation
counsel is employed.
In cases involving litigation, the firm will render these
services:
a. preparation, submission and prosecution of any adversary
proceedings that may be necessary to the case including but not
limited to determining the value of real property as collateral and
extinguishing unsecured liens on real property;
b. review of proofs of claims and if necessary, preparation of
formal objections with respect to claims asserted;
c. opposition to any motion sought by trustee, court or
creditors; and
d. assistance in any other adversary matter that arises during
the case.
The firm's hourly rates are as follows:
Attorneys $550 per hour
Paralegal $150 per hour
Totaro & Shanahan received a retainer in the amount of $6,000.
Michael Totaro, Esq., one of the firm's attorneys who will be
providing the services, disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Michael R. Totaro, Esq.
TOTARO & SHANAHAN
Pacific Palisades, CA 90272
Tel: (888) 425 2889
Email: ocbkatty@aol.com
About Princess Port Bed and Breakfast
Princess Port Bed and Breakfast, Inc. is the owner of real property
located at 445 Mirada Road, Half Moon Bay, Calif., valued at $2.58
million based on Zillow valuation.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-30761) on Nov. 8, 2023, with $2,585,562 in assets and $1,429,200
in liabilities. Maria Boruta, principal, signed the petition.
Judge Dennis Montali oversees the case.
E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood
represents the Debtor as bankruptcy counsel.
PROFRAC HOLDINGS: S&P Downgrades ICR to 'B-', On Watch Developing
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
hydraulic fracturing equipment and services provider ProFrac
Holdings LLC to 'B-' from 'B' and placed all of its ratings on
CreditWatch with developing implications.
S&P said, "The CreditWatch placement reflects that we could lower
or raise our ratings on the company depending on how it handles its
upcoming maturity. We could lower our rating on ProFrac if we
believe a refinancing has become less likely or we could raise our
rating if it completes a refinancing at favorable terms.
"We believe there is increased risk that ProFrac will be unable to
refinance its term loan before it becomes current next March.
"The company's $808 million term loan matures in March 2025. In
addition, we believe it faces increased refinancing risk, given
ProFrac's weighted average maturity of less than two years.
Furthermore, if the company is unable to refinance the term loan
before March 2024 and it becomes current, this would accelerate the
maturity of its ABL revolver ($136 million drawn as of Sept. 30,
2023) to December 2024. In our view, this would further constrain
ProFrac's liquidity and potentially lead us to lower our rating.
"We will continue to monitor ProFrac's efforts to improve its
operating performance."
The company experienced reduced demand for its products and
services through the first nine months of 2023 because oil and gas
producers reduced their onshore activity amid lower commodity
prices. Management has taken steps to improve its operating
efficiency and control costs, especially in its sand business where
it expects to increase its sales to third-party customers. This
will likely improve the utilization levels at the company's mines
and support an improvement in its profitability. Therefore, if
ProFrac is able to refinance its upcoming maturity at favorable
terms, S&P believes its operating performance will likely continue
to support a 'B' rating.
S&P said, "We expect to resolve the CreditWatch placement when we
have more clarity regarding ProFrac's efforts to refinance its term
loan. We could lower our ratings further if we come to believe the
company will be unable to refinance the maturity before it becomes
current in March 2024 and liquidity becomes further constrained.
Alternatively, we could raise our ratings back to previous levels
if the company successfully refinances the facility at favorable
terms before it becomes current."
PROMEDICA HEALTH: Moody's Alters Outlook on 'Ba2' Rating to Stable
------------------------------------------------------------------
Moody's Investors Service revised the outlook for ProMedica Health
System (OH) to stable from negative and affirmed the Ba2 rating on
the outstanding debt. The system has approximately $1.8 billion of
debt.
The outlook revision to stable from negative reflects the
completion of the hospice and home care sale and elimination of
bank debt, which will help stabilize liquidity and provide adequate
headroom to remaining covenants.
RATINGS RATIONALE
Affirmation of the Ba2 reflects the provider business's leading
market position in northwest Ohio with a large hospital and
employed physician network driving volume growth, particularly in
outpatient services. These strengths, combined with ongoing
corporate rightsizing, will support meaningful cashflow improvement
in 2024. Proceeds from the hospice and home care sale will help
keep cash on hand at 80-90 days. This transaction will
significantly reduce debt structure risk with the repayment of all
bank debt and elimination of restrictive bank covenants. However,
minimal cashflow at the health plan and assisted living businesses
will dilute provider margins. Despite the recent reduction, high
absolute debt of over 50% revenue will make it difficult to reduce
debt-to-cashflow from a very high 11 times in fiscal 2024. While
stabilizing, modest liquidity is not likely to improve for several
years until cashflow is sufficient to cover routine capital
spending and debt service.
RATING OUTLOOK
The stable outlook reflects an operating cashflow margin (OCF) of
3-4% in fiscal 2024 for the system with further improvement
thereafter and cash on hand of 80-90 days. The outlook assumes no
incremental debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
- Operating improvement with sustained OCF margin of 7-8%, leading
to better debt affordability with under 8 times debt-to-cashflow
- System cash on hand over 100 days
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
- Inability to achieve 3% OCF margin in fiscal 2024 and have
credible plan for improvement in fiscal 2025
- Days cash on hand below 70
- Incremental debt
LEGAL SECURITY
Bonds have a joint and several pledge of gross revenues of the
obligated group. In addition, the bonds are secured by a mortgage
and security interest in and assignment of rents from ProMedica
Toledo Hospital and ProMedica Flower Hospital. The obligated group
consists of the following corporations: Toledo Hospital, ProMedica
Continuing Care Services, Bay Park Hospital, Defiance Hospital,
Fostoria Hospital, Fremont Hospital, Monroe Hospital, Bixby
Hospital, and HCR ManorCare, Inc. The parent ProMedica Corporation,
ProMedica Foundation, Paramount Insurance, ProMedica Physician
Group and the HCR operating entities, as well as other smaller
subsidiaries, are not obligated group members. The Second Amended
and Restated MTI, effective with the issuance of the Series 2018A&B
bonds, allows for a substitution of notes, which could lead to a
different security in the future. The parent guarantees lease
obligations for the assisted living facilities; the lease does not
have a note on parity with the obligated group.
PROFILE
ProMedica operates a health plan, a physician group, 11 hospitals
(and one joint venture hospital) primarily in northwest Ohio, and
59 assisted living and memory care facilities in 11 states. On
November 1, 2023, ProMedica completed the sale of substantially all
of its Hospice and Homecare division.
METHODOLOGY
The principal methodology used in these ratings was Not-For-Profit
Healthcare published in December 2018.
PURPLE PEONY: Seeks Cash Collateral Access
------------------------------------------
Purple Peony, Inc. d/b/a Jackie's Java asks the U.S. Bankruptcy
Court for the District of Colorado for authority to use cash
collateral throughout the pendency of the Bankruptcy Case
consistent with the Cash Collateral Budget, with a 20% variance.
The Debtor requires the use of cash collateral to operate, meet
payroll, and fund other necessary business expenses arising in the
Debtor's ordinary course of business.
The Debtor was originally organized as a Colorado limited liability
company on October 8, 2018. On June 12, 2020, Purple Peony
converted from a limited liability company to a for-profit
corporation.
On July 31, 2020, the Mecklenburgs organized Summit View
Commercial, LLC.
Jackie's Java, LLC was the predecessor-in-interest to Purple Peony.
It was formed on January 1, 2010. It operated a wholesale and
retail coffee business at 309 South Summit View Drive, #14, in
Fort Collins, Colorado. In addition, Jackie's Java, LLC used 309
South Summit View Drive, #9, for warehouse space necessary for the
business. Peanut, LLC was the real estate holding company for
Jackie's Java, LLC. Peanut, LLC owned Unit Nos. 9 and 14.
On September 14, 2020, the Debtor and Jackie's Java, LLC closed on
the sale of Jackie's Java, LLC. Through the purchase, the Debtor
acquired all of Jackie's Java, LLC’s assets, inventory,
equipment, customer contracts, and goodwill.
Through the same transaction, Summit View purchased the Property.
As with Jackie's Java, LLC, the Debtor used Unit 9 for warehouse
space, while Unit 14 was used for the Debtor's wholesale and retail
coffee business. The Debtor initially leased the Property from
Summit View.
In order to fund the purchase of Jackie's Java, LLC, on or about
September 1, 2020, the Debtor and Summit View took out a loan in
the principal amount of $2.726 million from KeyBank as part of the
U.S. Small Business Association's 7(a) Loan Program.
The Loan is secured as a first deed of trust against the Property
granted by Summit View to the Bank, which was recorded with the
Larimer County Clerk & Recorder on September 15, 2020, at Reception
No. 20200073971.
The Bank asserts that the current amount owed on the Loan is $2.570
million.
The Parties propose the following in order to provide adequate
protection to the Bank for the Debtor's use of the Operating Funds
and the Bank Collateral:
a. The Debtor will provide such party with a replacement lien on
all post-petition cash collateral to the extent that the use of the
cash collateral results in a decrease in the value of such party's
interest in the cash collateral pursuant to 11 U.S.C. Section
361(2).
b. The Debtor will make adequate protection payments to the Bank
equal to the larger of 75% of the Debtor's net monthly income as
set forth in the Budget or $4,500.
The Debtor will maintain adequate insurance coverage on all
personal property assets and adequately insure against any
potential loss.
A copy of the order is available at https://urlcurt.com/u?l=1cspwu
from PacerMonitor.com.
About Purple Peony Inc.
Purple Peony is the owner of real property located at 309 S Summit
View Dr Unit 9 & 14, Fort Collins, CO 80524, having an appraised
value of $490,000.
Purple Peony, Inc. in Fort Collins, CO, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
23-14886) on October 24, 2023, listing $877,127 in assets and
$2,755,289 in liabilities. Stefanie Mecklenburg as president,
signed the petition.
BUECHLER LAW OFFICE, L.L.C. serve as the Debtor's legal counsel.
QUALITY IRON: Seeks to Hire Butler Snow as Bankruptcy Counsel
-------------------------------------------------------------
Quality Iron Fabricators, LLC and affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of Tennessee to
employ Butler Snow LLP as their counsel.
The firm will render legal services to Debtors relating to the
reorganization proceeding, including, but not limited to, the
preparation of the Petition, Schedules, Statement of Affairs,
reports required, the preparation of the motions and applications
required in the administration of this reorganization proceeding,
the formulation and submission to creditors of a plan of
reorganization and/or motions to approve the sale of assets, and
rendering legal advice with respect to the various matters arising
during the course of the Chapter 11 case.
Butler Snow will be paid at these hourly rates:
James E. Bailey III, Partner $505
R. Campbell Hillyer, Partner $400
Butler Snow will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James E. Bailey III, partner of Butler Snow LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Butler Snow can be reached at:
James E. Bailey III, Esq.
R. Campbell Hillyer, Esq.
BUTLER SNOW LLP
6075 Poplar Avenue, Suite 500
Memphis, TN 38119
Phone: (901) 680-7326
Email: Cam.hillyer@butlersnow.com
jeb.bailey@butlersnow.com
About Quality Iron Fabricators, LLC
Quality Iron Fabricators, LLC and affiliates operate as steel
products manufacturers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tenn. Lead Case No. 23-25578) on
November 10, 2023. In the petition signed by Gary M. Murphey, chief
restructuring officer, Quality Iron Fabricators disclosed up to
$50,000 in assets and up to $50 million in liabilities.
Judge Ruthie Hagan oversees the case.
James E. Bailey III, Esq., at Butler Snow LLP, represents the
Debtor as legal counsel.
R&D TRANSPORT: Hires Busenbark Clark & Associates as Accountant
---------------------------------------------------------------
R&D Transport Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ Busenbark Clark &
Associates as its accountants.
The firm will render these services:
(a) prepare payroll tax returns;
(b) prepare W-2's;
(c) prepare financial statements;
(d) prepare and amend income tax returns; and
(e) prepare property tax returns.
The accountants shall be paid at rates of $70 per hour for
clerical, $115 per hour for staff and $260 per hour for
professional/CPA for services provided with an estimate of
$29,800.
As disclosed in the court filings, Busenbark Clark & Associates is
a disinterested party and do not have an adverse relationship to
this case.
The firm can be reached through:
Dave Clark, CPA
Busenbark, Clark & Associates
36 Motif Blvd.
Brownsburg, IN 46112
Phone: (317) 852-2304
Email: hgiles@bca.cpa
About R&D Transport Inc.
R&D Transport is a general freight trucking company.
R&D Transport Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
23-04973) on Nov. 8, 2023. The petition was signed by Cathy Reed as
president. At the time of filing, the Debtor estimated $50,000 to
$100,000 in assets and $1 million to $10 million in liabilities.
Judge James M. Carr presides over the case.
David Krebs, Esq. at HESTER BAKER KREBS LLC represents the Debtor
as counsel.
RANGE PARENT: S&P Downgrades ICR to 'SD' on Debt-Restructuring
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Range Parent
Inc. (Robertshaw) to 'SD' (selective default) from 'CCC'.
S&P also lowered its issue-level ratings on the company's existing
$373 million second-out term loan to 'D' from 'CCC' as well as the
$73 million third-out, $23 million fourth-out, and $29 million
fifth-out term loans to 'D' from 'CC'.
On Dec. 8, 2023, Range Parent Inc. (Robertshaw) entered into a
debt-restructuring transaction with its financial sponsor One Rock
Capital Partners, LLC (One Rock) and certain parties of its
existing lending group. The company replaced its $50 million
asset-based lending (ABL) facility and existing $117 million
first-out super priority lending facility with a $218 million
first-out facility as well as funded an additional $10 million to
the second-out facility. About $44 million of proceeds (after debt
repayment, accrued interest, prepayment premium and fees) were
placed on the company's balance sheet for working capital and to
help fund the next two quarterly interest payments.
S&P said, "The downgrade reflects another debt restructuring, which
we view as distressed and tantamount to a default. We believe the
participating lenders of the existing first-out super priority
lending facility were adequately compensated as part of this
transaction. The company's financial sponsor and other lending
parties will hold the $218 million first-out term loan. However, in
our view, the existing second through fifth-out term loan
facilities are less favorable than originally promised,
constituting a default on these existing debt claims."
Despite this transaction, Robertshaw's liquidity remains thin. The
exchange offering that occurred earlier this year provided the
company with about $40 million in additional liquidity to improve
its operations through more favorable supplier terms, plant
consolidation, and other operational efficiency improvements.
However, in the approximately six months since the initial
restructuring, Robertshaw has failed to show meaningful traction in
its turnaround strategy. As a result, the company was not able to
meet upcoming interest payments with cash from operations and had
to seek external liquidity sources to avoid a conventional default.
Although the new debt will provide capacity for its next two
interest payments, we have substantial doubt if the company will
become materially profitable over the next 6 to 12 months.
The company's capital structure remains unsustainable. For the 12
months (LTM) ended Sept. 30, 2023, Robertshaw's revenue declined
about 11% and the company generated negative S&P Global
Ratings-adjusted EBITDA margins along with negative free operating
cash flows (FOCF) of about $60 million. In addition, about $80
million remains outstanding on the existing nonparticipating
first-lien term loan. If more than $12.5 million remains
outstanding on Jan. 28, 2025, the 2027 maturity on its
super-priority debt facilities will accelerate and become due
immediately. This springing maturity places significant risk of a
conventional default or another exchange offering within the next
year.
S&P said, "We have not reviewed recovery prospects on the company's
first through fifth-out term loans under the new capital structure.
We will reassess our ratings on Robertshaw and its debt once we
have reviewed the company's amended capital structure, go-forward
cash flow profile, liquidity position, and business prospects."
RAWHIDE ACQUISITION: Case Summary & One Unsecured Creditor
----------------------------------------------------------
Debtor: Rawhide Acquisition Holding LLC
2040 Reno Hwy., #212
Fallon, NV 89406
Case No.: 23-15620
Chapter 11 Petition Date: December 20, 2023
Court: United States Bankruptcy Court
District of Nevada
Debtor's Counsel: Samuel A. Schwartz, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Tel: 702-385-5544
Fax: 702-201-1330
Email: saschwartz@nvfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Marceau Schlumberger as member.
The Debtor listed Silverpeak Credit Partners as its sole unsecured
creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/B2SZVII/Rawhide_Acquisition_Holding_LLC__nvbke-23-15620__0001.0.pdf?mcid=tGE4TAMA
RC EMPIRE: Ronald Friedman of Rimon PC Named Subchapter V Trustee
-----------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Ronald Friedman, Esq., at
Rimon, PC as Subchapter V trustee for RC Empire Development LLC.
Mr. Friedman will be paid an hourly fee of $795 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Friedman declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ronald J. Friedman, Esq.
Rimon PC
100 Jericho Quadrangle
Ste. 300
Jericho, NY 11753
Email: ronald.friedman@rimonlaw.com
About RC Empire
RC Empire Development, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-74599) on Dec. 6, 2023, with $500,001 to $1 million in both
assets and liabilities.
Judge Alan S. Trust oversees the case.
Btzalel Hirschhorn, Esq., at Shiryak, Bowman, Anderson, Gill &
Kadochnikov, LLP represents the Debtor as legal counsel.
RESCOM LTD: Court OKs Cash Collateral Access Thru Dec 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, authorized Rescom, Ltd. to use cash collateral on
an interim basis in accordance with its stipulation with Minster
Bank and the budget.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to continue funding its
necessary business expenses and fund the costs associated with the
administration of the Chapter 11 case.
Prior to the commencement of the case, Minster Bank was the
Debtor's primary bank. The Debtor's obligations to Minster Bank
were evidenced, in part, by the following: (1) Promissory Note
dated September 20, 2012, in the face principal amount of $59,338;
(2) Promissory Note dated as of February 22, 2018, in the face
principal amount of $54,750; (3) Promissory Note dated as of
February 22, 2018, in the face principal amount of $63,750; (4)
Promissory Note dated as of February 22, 2018, in the face
principal amount of $56,250; and all such other business loan
agreements, security agreements, assignments of rents, and other
instruments, documents and other papers executed in connection
therewith or relating thereto, including as amended. The loans
evidenced by the Senior Secured Loan Documents have been declared
in default. The total principal indebtedness claimed to be owing to
Minster Bank under the Senior Secured Loan Documents, as of the
Petition Date, is $145,850.
The court said unless extended by a writing executed by the Parties
or by further stipulation or order, the Debtor's right to use cash
collateral terminates the earlier of:
(a) December 31, 2023;
(b) Five business days following the Debtor's and/or
Receiver's receipt from Minster Bank of written notice that the
Debtor is in default of the Order, which default remains uncured
during the five business-day period and pursuant to which the
Debtor has not raised any dispute that it is in default;
(c) Upon entry of a Court order finding that the Debtor is in
default of the Stipulation and Order;
(d) The effective date of any plan confirmed in the case;
(e) Unless filed by the Debtor, in which case termination will
occur upon the filing of the motion, the date of entry of an order
dismissing the Chapter 11 case or converting this Chapter 11 case
to a Chapter 7 case, or removing the Debtor and appointing a
Chapter 11 trustee or a Subchapter V Trustee or examiner or other
responsible person in the Chapter 11 case;
(f) The date of entry of an order granting relief from the
automatic stay for any purpose in respect of any of the Collateral;
and
(g) The entry of an order reversing, revoking, modifying,
amending, staying, rescinding or supplementing the Order.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=eqn75d from PacerMonitor.com.
The Debtor projects $12,000 in total income and $26,460 in total
expenses for December 2023.
About Rescom, Ltd.
Rescom, Ltd. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-30540) on April 7,
2023. In the petition signed by Duaine Liette, sole member, the
Debtor disclosed up to $1 million in both assets and liabilities.
Judge Guy R. Humphrey oversees the case.
Paul H. Shaneyfelt, Esq., at Shaneyfelt & Associates, LLC,
represents the Debtor as legal counsel.
RGV PUMP & EQUIPMENT: Files for Chapter 11 Bankruptcy
-----------------------------------------------------
Brett Dworski of C-Store Dive reports that fuel service company RGV
Pumps & Equipment LLC has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of Texas, Brownsville Division.
The company continues to manage and operate its business as it
awaits the court's ruling to allow it to use debtor-in-possession
(DIP) financing.
RGV, based in San Benito, Texas, mainly services the Rio Grande
Valley, which includes areas in the southernmost tip of Texas as
well as parts of northern Mexico.
According to DIVE, RGV has requested the court's emergency
consideration to receive cash collateral and pre-petition wages to
continue financing its payroll, company supplies and other
operating expenses. Court documents show that as of December 12,
2023, RGV owes a total of $7,652.69 in pre-petition wages to its
eight employees.
The bankruptcy court is set to hold a hearing on Dec. 15 to decide
whether or not to authorize RGV's request. If RGV is unable to use
these funds, "it will be forced to cease operations," according to
court documents.
RGV has hired Robert C. Lane, managing partner with The Lane Law
Firm, PLLC, to assist in its bankruptcy case. The company did not
respond by press time to an inquiry for more details on its
bankruptcy filing and broader plans moving forward.
Founded in 2008, RGV began as a single-service lubricant delivery
company and has since evolved its business to several other areas,
such as fueling services, waste oil removal and equipment
servicing.
RGV offers Valero and Citgo-branded fuel in several forms, such as
on- and off-highway diesel and unleaded, unleaded plus and unleaded
super. The company also offers emergency fueling services,
contractual fueling, generator fueling and fluid management
systems. Its equipment services include pump repairs and
installations, fluid management systems, tank refurbishing and
installations, fuel and lubricant plumbing and more.
RGV isn't the only company in the fuel industry to file for
bankruptcy this year. In March, Alpharetta, Georgia-based Mountain
Express Oil declared Chapter 11 bankruptcy and eventually
terminated operations after shifting to Chapter 7 in tumultuous
fashion. In September, Eau Claire, Wisconsin-based Mega Consumers
Cooperative, which operates 31 c-stores across Wisconsin, also
filed for Chapter 11 bankruptcy.
About RGV Pumps & Equipment
RGV Pump & Equipment LLC -- https://www.rgvpumps.com/ --
established in San Benito, TX in March 2008, is a provider of
solutions for automotive & commercial trucks, and industrial
equipment. Its services include lubricant delivery, waste oil
removal, equipment servicing, and fueling.
RGV Pump & Equipment LLC sought relief under Chapter 11 of the U.s.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-10223) on Dec. 12,
2023. In the petition filed by Eliud George, as managing member,
the Debtor reports total assets of $329,021 and total liabilities
of $1,690,466.
Bankruptcy Judge Eduardo V. Rodriguez oversees the case.
Robert C. Lane of THE LANE LAW FIRM in Houston serves as the
Debtor's counsel. GROWBOOKS BUSINESS SOLUTIONS LLC is the
bookkeeper.
RGV PUMP: Court OKs Cash Collateral Access Thru Jan 2024
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Brownsville Division, authorized RGV Pump & Equipment LLC to use
cash collateral on an interim basis, in accordance with the budget,
with a 10% variance, through January 12, 2024.
The U.S. Small Business Administration, OnDeck Capital, PIRS
Capital, and IOU Financial assert an interest in the Debtor's cash
collateral.
As adequate protection for the use of cash collateral, all
creditors are granted replacement liens on all post-petition cash
collateral and post-petition acquired property to the same extent,
validity, and priority they possessed as of the Petition Date. The
Replacement Liens will be deemed automatically valid and perfected
with such priority as provided in the Order without any further
notice or act by any party that may otherwise be required under any
other law.
Other holders of allowed secured claims with a perfected security
interest in cash collateral, if any, will be entitled to a
replacement lien in postpetition accounts receivable, contract
rights, and deposit accounts to the same extent allowed and in the
same priority as those interests held as of the Petition Date.
The Debtor will maintain insurance on all tangible assets of the
estate and will provide written evidence of same to the United
States Trustee.
The adequate protection liens in cash collateral are subject in all
respects to the carve out in an amount equal to the sum of (i) all
fees required to be paid Subchapter V Trustee, or the United States
Trustee under Section 1930(a) of title 28 of the United States Code
plus interest at the statutory rate; (ii) all reasonable fees,
costs, and expenses incurred by a trustee under 11 U.S.C. Section
726(b) in an amount not exceeding $15,000; and (iii) to the extent
allowed by the Court on an interim or final basis at any time, all
unpaid fees, costs, and expenses of the professionals retained by
the Debtor under 11 U.S.C. Section 327.
A final hearing on the matter is set for January 12, 2024 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=67VGSN
from PacerMonitor.com.
About RGV Pump & Equipment LLC
RGV Pump & Equipment LLC established in San Benito, TX in March
2008, is a provider of solutions for automotive & commercial
trucks, and industrial equipment. Its services include lubricant
delivery, waste oil removal, equipment servicing, and fueling.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-10223) on December
12, 2023. In the petition signed by Eliud George, managing member,
the Debtor disclosed $329,021 in assets and $1,690,466 in
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
RISING STAR: Court OKs Deal on Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Rising Star Missionary Baptist Church to use cash collateral in
accordance with its stipulation with Canvas Credit Union.
The Debtor is indebted to Canvas Credit Union pursuant to two
promissory notes, the repayment of which are secured by two Deeds
of Trust upon the Property, to wit:
a. February 9, 2018, Promissory Note in the original principal
amount of $5.250 million to the Debtor, the repayment of which is
secured by a Deed of Trust against the Property, and February 9,
2018, Assignment of Leases and Rents; and
b. April 4, 2019, Promissory Note in the original principal amount
of $300,000 to the Debtor, the repayment of which is secured by a
Deed of Trust against the Property, and April 4, 2019 Assignment of
Leases and Rents.
Canvas CU asserts that as of the Petition Date, the amount due
under the Loans, inclusive of contractual default interest, fees,
costs, and expenses as provided in the First Note and the Second
Note, is at least $5.2 million and $250,990, respectively, for a
total of $5.5 million.
The parties agreed that cash collateral consist of only the rents
arising out of or relating to the Property. The Stipulation calls
for the Debtor to deposit all such cash collateral into a
segregated Debtor-in-Possession bank account. The Debtor may not
use the cash collateral, other than to pay for real property taxes
related to the Property. 11 U.S.C. Sections 363(c)(2) and 363(e).
The Debtor will provide a replacement lien to Canvas on all cash
collateral to the extent that its use results in a decrease in the
value of the collateral pursuant to 11 U.S.C. Section 361(2).
The Debtor believes it will be able to service its monthly expense
needs without the use of the cash collateral, as it constitutes a
small portion of its monthly revenue, in the approximate amount of
$6,500 per month. The Debtor derives most of its monthly income
from tithes to the Church.
To the extent of any decrease or diminution in the value of the
Postpetition Property resulting from any of the Debtor's use of
cash collateral, Canvas CU is granted and assigned a valid,
enforceable, nonavoidable, and fully perfected, first-priority
postpetition replacement lien and security interest on all of the
Debtor's postpetition rents and all proceeds, income, and profits
thereof, with the same priority as existed as of the Petition Date.
The replacement lien will be valid, enforceable, nonavoidable, and
fully perfected without the necessity of additional documents,
recordings, filings, or notices of any nature.
A copy of the stipulation is available at
https://urlcurt.com/u?l=fUNqJx from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=cFl7ro
from PacerMonitor.com.
About Rising Star Missionary Baptist Church
Rising Star Missionary Baptist Church filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo.
Case No. 23-14820) on Oct. 20, 2023, with $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Judge Thomas B. McNamara oversees the case.
David M. Miller, Esq., at Spencer Fane, LLP serves as the Debtor's
legal counsel.
ROCHESTER MATH: Court OKs Interim Cash Access Thru Jan 2024
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Rochester Math & Science Academy and affiliates to use cash
collateral in the aggregate amount not to exceed $1.151 million, on
an interim basis, in accordance with the budget, through January 9,
2024.
As adequate protection, UMB Bank, N.A., as trustee is granted
replacement liens pursuant to 11 U.S.C. sections 552 and 363 of the
Bankruptcy Code, in the Debtors' post-petition assets of the same
type and nature as is subject to the prepetition liens of the
Trustee to the extent of any diminution in value of the Collateral
resulting from the Debtors' use of cash collateral from and after
the petition date. Such replacement lien will have the same
validity, priority, dignity, and effect as the UMB's lien and
security interest in the Prepetition Collateral.
As additional adequate protection, UMB is granted pursuant to 11
U.S.C. Section 507(b) a claim in such amount, not to exceed the
Debtors' cumulative use of cash collateral under the order if and
to the extent UMB's Replacement Liens are insufficient to provide
adequate protection against the diminution, if any, in value of the
UMB's interest in any Collateral resulting from the use of cash
collateral. To the maximum extent provided for under 11 U.S.C.
Section 507(b), the Section 507(b) Claim will have priority over
other allowable claims.
Between the date of the Order and January 9, 2024, the Debtors
agree to transfer into a segregated account of the Debtors that
will hold no other funds the amount of $88,000. To the extent that
these funds are Collateral, they are subject to UMB's Replacement
Liens.
A final hearing on the matter is set for January 9 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=Qagql4
from PacerMonitor.com.
About Rochester Math and Science Academy
Rochester Math and Science Academy is a charter school in
Rochester, Minnesota.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 23-32604) on December 5,
2023. In the petition signed by Dr. Charlene Ellingson, authorized
agent, the Debtor disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge William J. Fisher oversees the case.
Paul L. Ratelle, Esq., at FABYANSKE WESTRA HART & THOMPSON,
represents the Debtor as legal counsel.
RODA LLC: Court OKs Cash Collateral Access Thru Feb 2024
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
RODA, LLC to continue use cash collateral, on a final basis, in
accordance with the budget, with a 10% variance.
The Debtor is permitted to use cash collateral not to exceed
$290,505 for the period covering November 9, 2023 through February
29, 2024.
The Debtor asserts that the creditors that appear to have security
interest/liens upon the cash collateral are PC0120N Joint Venture
by Assignment of Trust Deed Assignee, PacWest Funding, Inc. dba
Precision Capital and Washington County Assessment & Taxation.
As adequate protection, the Secured Creditors are granted a
perfected lien and security interest on all property, whether now
owned or hereafter acquired by the Debtor of the same nature and
kind as secured by the claim of the Lien Creditor on the Petition
Date.
The Lien Creditors' interests in the Replacement Collateral will
have the same relative priorities as the liens held by them as of
the Petition Date.
The Replacement Lien will be perfected and enforceable upon entry
of the Order without regard to whether the Replacement Lien is
perfected under applicable non-bankruptcy law.
The Debtor agreed to make adequate protection payments of $56,773
to Precision Capital beginning on December 15, 2023 and on the 15th
of each consecutive month during the Budget Period.
The Replacement Lien granted will be a valid, perfected and
enforceable security interest and lien on the property of the
Debtor and the Debtor's estate without further filing or recording
of any document or instrument or any other action, but only to the
extent of the enforceability of Lien Creditors' security interests
in the Prepetition Collateral.
Absent further Order of the Court, the Debtor's authority to use
cash collateral will terminate at midnight upon February 29, 2024
or the occurrence of any of the following:
(a) the violation of any of the terms of the Order,
(b) the entry of an Order converting the case to a case under
Chapter 7 of the Bankruptcy Code,
(c) the termination, lapse, expiration or reduction of insurance
coverage on Lien Creditors' collateral for any reason, or
(d) the appointment of a trustee in the case. In the event use of
cash collateral is to be terminated for violation of any of the
terms of this Order, the Lien Creditors (or any Lien Creditor) may
seek an expedited hearing to confirm the use of cash collateral is
no longer authorized and for such other relief as necessary to
protect the replacement liens provided under this Order, including,
but not limited to, relief from the automatic stay pursuant to 11
U.S.C. Section 362.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=92oPkY from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$37,796 for December 2023;
$37,796 for January 2024; and
$37,796 for February 2024.
About RODA LLC
RODA, LLC, a company in Washington County, Ore., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case
No. 23-30250) on Feb. 6, 2023. In the petition signed by its
managing member, Roy MacMillan, the Debtor disclosed up to $10
million in both assets and liabilities.
MacMillan is a debtor in a separate Chapter 11 case (Bankr. D. Ore.
Case No. 23-30159). The cases are jointly administered.
Judge Teresa H. Pearson oversees the case.
Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP,
Intellequity Legal Services, LLC and Thomas L Strong CPA PC serve
as the Debtor's bankruptcy counsel, special counsel and accountant,
respectively.
RUBY-GORDON INC: Seeks Approval to Conduct Sale at Henrietta Store
------------------------------------------------------------------
Ruby-Gordon, Inc. asked the U.S. Bankruptcy Court for the Western
District of New York for approval to conduct a
going-out-of-business sale at its furniture store in Henrietta,
N.Y.
The company, a furniture retailer, has one store left after it
closed its store at The Mall at Greece Ridge in Rochester, N.Y.
Ruby-Gordon said its business was negatively impacted in recent
years by pandemic-related pressures, competition and changes in
inflation rates.
Prior to its Chapter 11 filing, Ruby-Gordon signed an agreement
with Planned Furniture Promotions, Inc., under which the furniture
promotion firm will serve as the company's exclusive agent for the
proposed sale.
Pursuant to the agreement dated Nov. 17, PFP will be granted a
"first priority security interest" in some of Ruby-Gordon's assets,
including its entire inventory of first-quality home furniture.
Moreover, PFP is entitled to retain all proceeds of the sale "free
and clear" of liens.
Meanwhile, Ruby-Gordon will receive these amounts in exchange for
entering into the agreement: (i) 70% of the actual factory invoiced
cost plus billed freight of the company's inventory of
first-quality home furniture; (ii) 25% of the actual factory
invoiced cost plus billed freight of the company's other inventory,
and (iii) a $15,000 augment fee.
Raymond Stilwell, Esq., attorney for Ruby-Gordon, said the
agreement "represents the highest and best opportunity for the
maximization of return and minimization of risk and expense."
"[Ruby-Gordon] has evaluated several options for maximizing the
assets of its estate, including conducting its own liquidation
sale," Mr. Stilwell said. He added: "None of the options that
[Ruby-Gordon] explored would result in a return to the estate
greater and as quickly as the return provided for in the PFP
agreement."
Ruby-Gordon intends to assume the PFP agreement, which requires
court approval.
About Ruby-Gordon Inc.
Ruby-Gordon, Inc., a furniture retailer in New York, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. W.D. N.Y. Case No. 23-20594) on Nov. 20, 2023. In the
petition signed by its chief executive officer, Aaron Ruby, the
Debtor reported $4,086,868 in assets and $1,425,678 in
liabilities.
Judge Paul R. Warren oversees the case.
Raymond C. Stilwell, Esq., at the Law Offices of Raymond C.
Stilwell, represents the Debtor as bankruptcy counsel.
SAVVYAN TECHNOLOGIES: Court OKs Cash Access Thru Jan 2024
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized Savvyan Technologies, LLC to continue
using cash collateral, on an interim basis, in accordance with the
budget, with a 10% variance, through the date of the continued
hearing set for January 9, 2024 at 9:30 a.m.
JPMorgan Chase Bank, NA and the U.S. Small Business Administration
assert an interest in the Debtor's cash collateral.
A copy of the court's order is available at
https://urlcurt.com/u?l=gxkecl from PacerMonitor.com.
About Savvyan Technologies, LLC
Savvyan Technologies, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-42043) on
October 27, 2023. In the petition signed by Kamalakannan
Sivanandam, senior leader, the Debtor disclosed up to $50,000 in
assets and up to $500,000 in liabilities.
Judge Brenda T. Rhoades oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
represents the Debtor as legal counsel.
SERVICE CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
of Service Corporation International's ("SCI"), North America's
largest provider of funeral, cemetery and cremation products and
services. Moody's also affirmed the company's Ba2-PD Probability of
Default rating, Ba3 senior unsecured note rating, and Baa3 senior
unsecured bank credit facility rating. The Speculative Grade
Liquidity rating ("SGL") remains unchanged at SGL-1. Moody's has
maintained the stable outlook.
The affirmation of the Ba2 CFR reflects Moody's expectation that
SCI will maintain modest free cash flow generation capacity,
moderately high financial leverage, and a stable revenue base over
the next 12-18 months.
RATINGS RATIONALE
The Ba2 CFR reflects SCI's position as the leading deathcare
provider in North America with a combined portfolio of 1,975
funeral home locations and cemetery properties, significant scale
advantages and roughly $14.4 billion revenue backlog as of
September 30, 2023. Moody's expects low-single-digit percentage
revenue growth in 2024 over the prior year, driven by
low-single-digit pre-need funeral and cemetery production growth,
offset by the continued normalization of at-need demand towards
pre-pandemic levels. Moody's also expects SCI's current financial
leverage, as expressed by debt-to-EBITDA, of 3.9x as of LTM
September 30, 2023 to remain in the high-3x to low-4x range in
2024, driven by opportunistic debt-funded share repurchases and
acquisitions but somewhat offset by slight EBITDA margin expansion.
An aging baby boomer population and tangible assets including
investment trusts, real estate holdings and insurance contracts
providing coverage of debt and other liabilities also support the
rating.
All financial metrics cited reflect Moody's standard adjustments.
The SGL-1 speculative grade liquidity rating reflects SCI's very
good liquidity profile, with Moody's expectations that free cash
flow will improve in 2024. For 2024, Moody's expects SCI to
generate at least $250 million of free cash flow and maintain at
least $150 million of cash. Moody's expects SCI should have at
least $500 million available under its revolving credit facility
through 2024. SCI must comply with a 5x maximum net leverage ratio.
The company has the option to exercise no more than two times the
consummation of a qualified acquisition (a permitted acquisition
for which the cash consideration is greater than or equal to $250
million) that increases the maximum net leverage ratio to 5.5x for
each of the three full fiscal quarters following the acquisition
close. As of September 30, 2023, net leverage (as calculated by the
credit agreement) was 3.54x. Moody's expects SCI to be well in
compliance with its financial covenant. The company's next
meaningful maturity is $687 million of unsecured notes maturing in
2027. The term loan has required annual amortization payments of
$16.875 million over the next 12 months.
The Baa3 rating on the senior unsecured revolving credit facility
and term loan reflects both the probability of default of the
company, expressed by the Ba2-PD PDR, and a Loss Given Default
assessment. The revolver and term loan are guaranteed by
substantially all of the domestic operating subsidiaries of the
company. The subsidiary guarantees are unsecured. The LGD
assessment benefits from the significant amount of junior ranking
debt in the form of non-guaranteed unsecured senior notes.
The Ba3 rating on the senior unsecured (non-guaranteed) notes
reflects both the probability of default of the company, expressed
by the Ba2-PD PDR, and a Loss Given Default assessment. These notes
are structurally subordinated to all of the liabilities and
obligations of each of SCI's operating subsidiaries, including the
unsecured subsidiary guarantees of SCI's revolving credit facility
and term loan.
The stable outlook incorporates Moody's expectations that annual
revenue growth for 2024 will be in the low-single-digit percentage
and financial leverage, measured by debt-to-EDITDA, will remain in
the high-3x to low-4x range, driven by opportunistic debt-funded
share repurchases and acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating upgrade could occur if Moody's expects: 1) profitable
revenue growth of at least 4% per year; 2) financial leverage,
measured by debt-to-EBITDA, is sustained around 3.5x; and 3) free
cash flow to debt will be maintained above 10%.
The ratings could be downgraded if Moody's anticipates: 1) weaker
than expected operating performance; 2) EBITA margins will be
sustained below 17%; 3) evidence of a more aggressive financial
policy, such that debt-to-EBITDA sustainably increases above 4.5x,
and free cash flow to debt is sustained in the low-single-digit
percentages; or 4) a deterioration in its liquidity profile.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Service Corporation International (NYSE: SCI) is North America's
largest provider of funeral, cemetery and cremation products and
services. The company operates an industry-leading network of 1,486
funeral service locations and 477 cemeteries, which includes 304
funeral service/cemetery combination locations, as of September 30,
2023. Moody's anticipates revenue of about $4.17 billion in 2024.
SHIELDS NURSING: Blanca Castro Submits First PCO Report
-------------------------------------------------------
Blanca Castro, the patient care ombudsman, filed with the U.S.
Bankruptcy Court for the Northern District of California her first
report regarding the quality of patient care provided at Shields
Nursing Centers, Inc.'s skilled nursing facilities.
The PCO found that a resident was discharged by Shields Nursing
staff in El Cerrito to an unlicensed room and board that is owned
by a Shields staff member. This was reported to California
Department of Public Health ("CDPH") and the CA Department of
Social Services since it involves an unlicensed room and board.
According to CDPH, the resident was provided other options and due
to the cost of rent, chose to go to the unlicensed facility.
However, the patient did not like it and was sent back to the
Emergency Room.
Ms. Castro noted that before transferring or discharging a
resident, the facility must provide written notice to the resident
and the resident's representative in a language and manner they
understand. The facility must send a copy of the notice to the
long-term care ombudsman program. The ombudsman has not received a
copy of the transfer notice for this resident.
The PCO received complaint regarding resident alleging
inappropriate touching by a staff member. This incident was
reported to local law enforcement and to the CDPH. The CDPH
conducted their investigation and determined it was
unsubstantiated, but they did cite the facility for not following
regulations and reporting this incident to them within 24 hours of
it occurring.
The PCO noted that both El Cerrito and Richmond facilities are
meeting the minimum staffing standards as of the date of the
report.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=O7YHDK from PacerMonitor.com.
The ombudsman may be reached at:
Blanca E. Castro
2880 Gateway Oaks Drive, Suite 200, Sacramento, CA 95833
Phone: (916) 928-2500
Email: Blanca.Castro@aging.ca.gov
About Shields Nursing Centers
Shields Nursing Centers, Inc. owns and operates a skilled nursing
facility in Hercules, Calif., which offers rehabilitation programs
including physical, occupational and speech therapy.
Shields Nursing Centers filed its voluntary Chapter 11 petition
(Bankr. N.D. Calif. Case No. 23-41201) on Sept. 20, 2023, with
$1,726,970 in assets and $13,504,710 in liabilities. Judge Charles
Novack oversees the case.
The Law Offices of Michael Jay Berger serves as the Debtor's
bankruptcy counsel.
Blanca E. Castro is the patient care ombudsman appointed in the
Debtor's bankruptcy case.
SHIFT TECHNOLOGIES: Committee Taps Fox Rothschild as Legal Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of Shift
Technologies, Inc. and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Fox Rothschild LLP as its counsel.
The firm's services include:
a) advising regarding bankruptcy law;
b) preparing and reviewing the Committee's by-laws;
c) advising with respect to the Committee's powers and duties
in the Debtors' bankruptcy cases;
d) attending Committee meetings;
e) reviewing financial information furnished by the Debtors to
the Committee and investigating various potential claims;
f) assisting in the investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtors, their
principals and agents;
g) providing aid and assistance in monitoring the progress of
the Debtors and administration of these chapter 11 cases;
h) advising and assisting the Committee in understanding the
Debtors' ongoing operations;
i) advising and assisting the Committee in understanding the
value of the Debtors' assets;
j) advising, and negotiating on behalf of, the Committee as to
debtor-in-possession financing, exit financing, and any other form
of financing the Debtors may require in these cases or in
connection with any plan or plans of reorganization;
k) advising, and negotiating on behalf of the Committee, the
Debtors' plan of reorganization and approval of a disclosure
statement or statements;
l) reviewing and analyzing the validity of liens against
assets of the estate and bringing actions to challenge lien
validity as appropriate;
m) preparing, on behalf of the Committee, any necessary
applications, motions, oppositions, complaints, answers, orders,
reports, and other legal papers related to the foregoing duties;
n) appearing in Court and protecting the interests of the
Committee before the Court in connection with the foregoing
duties;
o) monitoring the conduct of the case to ensure that the
Debtors' actions in the cases promote the best interest of its
unsecured creditors;
p) advising as to the possible appointment of a Chapter 11
trustee or examiner if such becomes appropriate;
q) participating, as appropriate, in main case discovery and
adversary proceedings initiated by other parties as necessary to
protect the interests of the Committee;
r) objecting to claims asserted against the estate as and if
appropriate;
s) if appropriate, prosecuting any cause of action held by the
estate such as claims against directors and officers and avoidance
actions; and
t) performing all the legal services for the Committee that
may be necessary and proper in furtherance of the foregoing duties
or other matters provided for in Section 1103(c) of the Bankruptcy
Code.
The firm's current hourly rates are as follows:
Michael A. Sweet, Partner $890
Gordon E. Gouveia, Partner $690
Stephanie Slater Ward, Associate $485
Matthew A. Skolnick, Associate $390
Robin I. Solomon, Paralegal $460
As of Jan. 1st, 2024, the hourly rates for the individuals who are
likely to work on this case will be as follows:
Michael A. Sweet, Partner $980
Gordon E. Gouveia, Partner $760
Stephanie Slater Ward, Associate $550
Matthew A. Skolnick, Associate $435
Robin I. Solomon, Paralegal $495
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael G. Menkowitz, Esq., a partner at Fox Rothschild 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:
Michael A. Sweet, Esq.
FOX ROTHSCHILD LLP
345 California Street, Suite 2200
San Francisco, CA 94104
Telephone: (415) 364-5560
Facsimile: (415) 391-4436
Email: msweet@foxrothschild.com
About Shift Technologies, Inc.
Shift Technologies, Inc. is a consumer-centric omnichannel used car
retailer. The Company operates the website www.shift.com and two
locations in Oakland and Pomona, California.
Shift Technologies and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Lead Case
No. 23-30687) on October 9, 2023. In the petitions signed by Jason
Curtis, chief financial officer, Shift Technologies disclosed up to
$50,000 in assets and up to $500,000 in liabilities.
Judge Hannah L. Blumenstiel oversees the cases.
The Debtor tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim
LLP as counsel and Omni Agent Solutions, Inc. as claims and
noticing agent.
SOLARIS MARKETING: Court OKs Interim Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Solaris Marketing NW, LLC, d/b/a Solaris Attachments, to
use cash collateral, on an interim basis, in accordance with the
budge, with a 15% variance.
The Debtor requires the use of cash collateral to pay pre-petition
payroll obligations and associated payroll taxes and insurance for
the Debtor's employee on December 15, 2023 which includes payment
for the pre-petition period of December 1, 2023 through December 6,
2023.
As adequate protection, the secured creditors with an interest in
cash collateral, are granted replacement liens in the Debtor's
post-petition cash, accounts receivable and inventory, and the
proceeds of each of the foregoing, to the same extent and priority
as any duly perfected and unavoidable liens in cash collateral held
by secured creditors as of the petition date, to secure any
decrease in value of each secured creditor's interest as of the
petition date.
A final hearing on the matter is set for January 12, 2024 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=SkMcKq
from PacerMonitor.com.
About Solaris Marketing NW, LLC
Solaris Marketing NW, LLC d/b/a Solaris Attachments offers
construction equipment attachments and parts, including machining
and manufacturing services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12368) on December
6, 2023. In the petition signed by Dariush Shafagh, owner, the
Debtor disclosed $30,218 in assets and $1,301,989 in liabilities.
Judge Timothy W. Dore oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, PC, represents the
Debtor as legal counsel.
SOLARIS MARKETING: Michael DeLeo Named Subchapter V Trustee
-----------------------------------------------------------
The Acting U.S. Trustee for Region 18 appointed Michael DeLeo as
Subchapter V trustee for Solaris Marketing NW, LLC.
Mr. DeLeo 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. DeLeo declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael S. DeLeo
10900 NE 4th Street, Suite 1850
Bellevue, WA 98004
Phone: (425) 462-4700
Email: Msdeleo-trustee@prklaw.com
About Solaris Marketing
Solaris Marketing NW, LLC, doing business as Solaris Attachments,
offers construction equipment attachments and parts, including
machining and manufacturing services. The company is based in
Bellingham, Wash.
Solaris filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12368) on Dec. 6,
2023, with $30,218 in assets and $1,301,989 in liabilities. Dariush
Shafagh, owner, signed the petition.
Judge Timothy W. Dore oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C. represents
the Debtor as bankruptcy counsel.
SPORTS AND FITNESS: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------------
Sports and Fitness Exchange Legacy, LLC asks the U.S. Bankruptcy
Court for the District of Arizona for authority to use cash
collateral and provide adequate protection.
The Debtor needs to use cash collateral to pay necessary
postpetition operating expenses.
Fund-Ex Solutions Group LLC asserts an interest in the Debtor's
cash collateral.
As of the Petition Date, the Debtor held approximately $316,275 in
cash in its primary operating bank account. This cash will be
needed to get through the Debtor's lean months.
Fund-Ex Solutions Group LLC asserts that the Debtor is obligated to
it on a secured loan in the original principal amount of $4.826
million.
Fund-Ex Solutions alleges that the amounts owed under the Fund-Ex
Loan are evidenced by the Note dated April 21, 2022.
The alleged secured creditor will be adequately protected despite
the Debtor's use of Revenues through replacement liens to the same
extent and priority and in the same type of collateral in which
such creditors held an interest prepetition. The alleged secured
creditor will also be adequately protected by the Debtor's ongoing
and future operations enhanced by the use of Revenues, and by the
segregation of its Revenues that may be cash collateral from other
funds. Finally, as demonstrated in the Interim Budget, the alleged
secured creditor will be adequately protected because the Debtor
will accrue cash, and the alleged secured creditor's cash
collateral position will not be diminished.
A copy of the motion is available at https://urlcurt.com/u?l=HHI046
from PacerMonitor.com.
About Sports and Fitness Exchange Legacy, LLC
Sports and Fitness Exchange Legacy, LLC owns and operates a
liquidation and exchange business for sports and fitness
equipment.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 2:23-bk-08999) on
December 15, 2023. In the petition signed by Joshua Petrawski,
chief executive officer, the Debtor disclosed up to $1 million in
both assets and liabilities.
Jason D. Curry, Esq., at Quarles & Brady LLP, represents the Debtor
as legal counsel.
STEEL METHOD: Seeks Cash Collateral Access
------------------------------------------
Steel Method, LLC d/b/a Sneeze It asks the U.S. Bankruptcy Court
for the District of New Jersey for authority to use cash collateral
and provide adequate protection.
Steel Method requires the use of the cash collateral to continue to
operate and pay the SBA and for its ordinary and necessary
operating expenses.
On September 12, 2019, Steel Method executed and delivered to
Newtek Small Business Finance, LLC, a U.S. Small Business
Administration Note to evidence a loan in the amount of $675,000,
with an initial interest rate of 8% per annum, with monthly
payments of principal and interest commencing on November 12, 2019,
with all outstanding principal, accrued unpaid interest, late fees
and charges due and owing on a maturity date 10 years from the date
of the Note.
To secure the obligations evidenced by the Note, Steel Method
executed and delivered a Commercial Security Agreement and thereby
granted Newtek a security interest in and to certain goods.
On July 8, 2020, Steel Method executed and delivered to the SBA a
Note to evidence an Economic Injury Disaster Loan in the amount of
$150,000, with interest accruing at an initial rate of 3.75% per
annum, with monthly payments of principal and interest commencing
12 months from the date of the EIDL Note, and with all outstanding
principal and interest due and owing on a maturity date 30 years
from the date of the EIDL Note. An employee of Steel Method
executed a personal guarantee of Steel Method's obligations under
the EIDL Note.
On August 7, 2020, Steel Method executed and delivered to TD Bank,
N.A. a Promissory Note in the principal amount of $100,000,
evidencing a revolving line of credit, with interest accruing at a
variable interest rate, and with monthly payments of unpaid
interest commencing on September 7, 2020.
On January 23, 2020, Steel Method executed and delivered to
Santander Bank, N.A, a Promissory Note to evidence a loan in the
initial amount of $50,000, with interest accruing at a fixed rate
of 7.36% per annum, with monthly payments commencing on February
23, 2020, and together with all outstanding principal, accrued
unpaid interest, late fees and unpaid loan charges due and owing on
a maturity date of January 23, 2024.
On January 23, 2020, Steel Method executed and delivered to
Santander a Promissory Note, evidencing a line of credit, in the
initial amount of $100,000, with interest accruing at a variable
interest rate, with monthly payments of all accrued unpaid interest
commencing on February 23, 2020.
On February 1, 2023, Steel Method executed and delivered to Celtic
Bank Corporation, a Financing and Security Agreement evidencing the
extension of a revolving line of credit.
On July 6, 2023, Steel Method executed and delivered to Kalamata
Capital Group, LLC, a Revenue Purchase Agreement for the purchase
and sale of future receivables of Steel Method, with a purchase
price in the amount of $300,000.
On July 24, 2023, Steel Method executed and delivered to ODK
Capital, LLC, a Business Loan and Security Agreement Supplement
evidencing a loan in the amount of $200,000, with interest accruing
at a fixed rate of 45.89% per annum, and with weekly payments in
the amount of $4,692.
On September 11, 2023, Steel Method executed and delivered to
Alternative Funding Group Corp., a Future Receivables Sale and
Purchase Agreement (IP) for the sale of all of Steel Method's
right, title and interest in future receipts, for the purchase
price in the amount of $150,000.
On September 29, 2023, Steel Method executed and delivered to East
Hudson Capital, LLC, a Purchase and Sale of Future Receipts
Agreement for the proceeds of each future sale made by Steel
Method, for a purchase price in the amount of $463,000.
The East Hudson Purchase and Sale of Future Receipts Agreement is
not a loan from East Hudson to Steel Method. Rather, the Purchase
and Sale of Future Receipts Agreement contemplates a relationship
between the parties whereby Steel Method pays a daily fee in
exchange for the receipt of $26,932, from East Hudson, each Friday,
for a period of 17 weeks, with a final payment of $5,156 in the
18th week. To date, Steel Method has received 11 payments under the
Purchase and Sale of Future Receipts Agreement.
The value of the SBA's cash collateral is approximately $109,000,
however, the Debtor is proposing a payment to the SBA based on a
value of $200,000. Thus, the SBA will enjoy a "floor to ceiling,
wall to wall" first priority lien of $200,000 in value of its cash
collateral. Based on the SBA's collateral value of $200,000, Steel
Method proposes to pay a principal and interest adequate protection
payment of $2,480. Interest is calculated at 8.5% (the current
contract rate is 8%) based upon a 10 year amortization. Further,
the SBA is protected since Steel Method is maintaining its
collateral in good form and the value of its cash collateral is
secured by the SBA's lien. The SBA will also receive a replacement
lien post-petition on the value of its pre-petition collateral and
a superpriority administrative claim for any decrease thereof
pursuant to 11 U.S.C. Section 361.
A copy of the motion is available at https://urlcurt.com/u?l=3W67yP
from PacerMonitor.com.
About Steel Method, LLC
Steel Method, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 23-21620) on December 15,
2023. In the petition signed by David Sieradzky, CEO/owner, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Anthony Sodono, III, Esq., at McManimon, Scotland & Baumann, LLC,
represents the Debtor as legal counsel.
STONEMOR INC: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
StoneMor Inc. ("StoneMor", dba Everstory Partners), a provider of
funeral and cemetery products and services in the US and Puerto
Rico, to Caa1 from B3. Moody's also downgraded the company's
probability of default rating to Caa1-PD from B3-PD and the
company's senior secured notes rating to Caa1 from B3. Moody's
changed the outlook to stable from negative.
The ratings downgrade reflects deteriorating credit metrics, high
debt to accrual EBITDA of 7.2x as of LTM September 30, 2023 and a
history of negative free cash flow that Moody's expects will
persist in 2024, albeit at reduced levels compared to the prior
year. The company is in the early stages of implementing a
three-year plan focused on improving operational performance and
customer and employee satisfaction. Part of the plan includes
revamping the sales force (which was previously revamped in 2019),
including changing the commission structure and discontinuing
heavily discounted sales periods. These changes have contributed to
elevated sales turnover and reduced sales production in the second
and third quarters of 2023, which Moody's believes could persist in
the first half of 2024. A successful sales force revamp is a
critical driver of solid sales production that will be pivotal for
growing revenue and reducing financial leverage.
RATINGS RATIONALE
The Caa1 CFR reflects Moody's expectation for 2024 that pre-need
cemetery sales production will rebound from declining 2023 levels
despite the ongoing sales force revamp. While Moody's expects
inflationary pressure to lessen, StoneMor should also realize
additional cost savings to offset some inflationary pressure. For
2024, Moody's anticipates debt to accrual EBITDA (reflecting
Moody's standard adjustments, as well as adding deferred revenues
and deducting deferred expenses) to decline and approach 6x and
accrual EBITDA less capital expenditures to interest expense of
about 1.7x. However, Moody's expects financial leverage and
interest coverage metrics without adjusting for deferrals to remain
very weak. StoneMor has not generated positive free cash flow on an
annual basis since 2018, and Moody's expects free cash flow to
remain negative in 2024 if organizational initiatives are not
successfully executed, especially ongoing sales force initiatives.
The company's unrestricted cash balances declined by $17 million
from the prior year's quarter-end to $26 million as of September
30, 2023. The rating is supported by a national portfolio of
cemetery properties and an approximately $1.2 billion backlog of
pre-need cemetery and funeral sales. StoneMor is owned by a private
financial sponsor affiliate, and as such Moody's anticipates
aggressive financial strategies, including the use of cash and debt
proceeds to fund acquisitions.
The Caa1 rating of the $365 million senior secured notes due 2029
reflect a PDR of Caa1-PD. The senior secured rating is in line with
the Caa1 CFR and reflects its position as the vast majority of debt
in the capital structure. The $45 million super-priority revolver
expiring in 2027 (not rated) is ranked ahead of the senior secured
notes.
The company's weak liquidity profile is driven by Moody's
expectation of currently very little covenant cushion on its fixed
charge financial covenant, modest availability under its revolver
and Moody's expectation of single-digit negative free cash flow in
2024. The company's liquidity is supported by $26 million of
unrestricted cash and around $9 million of availability under its
$45 million revolver expiring in 2027. StoneMor can increase
revolver commitments by an additional $15 million. As defined by
the loan agreement, the revolver contains a fixed charge coverage
tested quarterly that cannot go below 1.05x and a springing maximum
total net leverage ratio covenant that cannot exceed 6.5x, which is
tested when the revolver draw is 87.5% ($39.375 million) or
greater. As of September 30, 2023, Moody's believes there is
little-to-no cushion on the fixed charge ratio, and sufficient
cushion on the total net leverage ratio if it were to be tested.
Moody's expects cushion for both financial covenants to improve in
the fourth quarter of 2023 as one-time expenses associated with the
go-private transaction roll off. Moody's expects StoneMor to
maintain tight, but growing, covenant cushion under its fixed
charge coverage ratio over the next 12 months.
The stable outlook reflects Moody's expectation for
low-to-mid-single-digit percentage revenue growth and margin
improvements in 2024 contributing to debt to accrual EBITDA
declining towards 6x by year-end 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's anticipates: 1) debt to
accrual EBITDA below 5.5 times, 2) breakeven to modestly positive
free cash flow on a sustainable basis, 3) improved financial
flexibility from a longer debt maturity profile, and 4) balanced
financial strategies.
The ratings could be downgraded if Moody's expects: 1) revenue,
profitability rates or free cash flow to decline 2) a decline in
the value of StoneMor's assets, including its preneed cemetery
sales backlog, 3) liquidity to further deteriorate, including an
increased risk of a covenant breach, or 4) more aggressive
financial strategies.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
StoneMor, Inc. (dba Everstory Partners), based in Altamonte
Springs, FL and majority-owned by affiliates of Axar Capital
Management L.P., is a provider of funeral and cemetery products and
services in the United States and Puerto Rico. StoneMor operates
304 cemeteries and 70 funeral homes. The company owns 275 of these
cemeteries and operates the remaining 29 under long-term management
agreements with non-profit cemetery corporations that own the
cemeteries. StoneMor booked GAAP revenues of $312 million as of LTM
September 30, 2023.
THREE DELUNA: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida,
Pensacola Division, authorized Three Deluna LLC to use cash
collateral, on an interim basis, in accordance with the budget,
with a 10% variance, pending a final hearing set for January 5,
2024 at 10 a.m.
The Debtor requires the use of cash collateral to pay pay operating
expenses and the costs of administering the Chapter 11 case.
Since January 2023, the Debtor received funding from various MCA
funders that may claim an interest in the Debtor's accounts
receivable and/or security interests in other assets of the
Debtor.
The MCA Funders are NRS Funding, Spring Funding, The LCF Group,
Inc., Toast Capital/WebBank, Vanguard Merchant Capital, and Vend
Lease, Div. of Leaf Capital.
As of the Petition Date, the Debtor had cash in accounts totaling
approximately $11,529 and the Debtor had no accounts receivable.
As adequate protection with respect to their interest in the cash
collateral, the MCA Funders are granted replacement liens in all of
the categories and types of collateral in which they held a
security interest and lien as of the Petition Date to the same
extent, validity and priority that it held as of the Petition
Date.
It will be an event of default if the Debtor exceeds the Variance
without the prior written consent of the MCA Funders, which consent
will not be unreasonably withheld; provided, however, in the event
of a default, the Debtor's authority to use cash collateral will
continue until any MCA Funder obtains an order by appropriate
motion after notice and hearing requiring the Debtor to cease using
cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=aVrkhd
from PacerMonitor.com.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=JHyD7M from PacerMonitor.com.
The Debtor projects $228,875 in total income and $157,963 in total
expenses.
About Three Deluna, LLC
Three Deluna, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30793) on Nov.
10, 2023, with $500,001 to $1 million in both assets and
liabilities.
Judge Jerry Oldshue oversees the case.
Jodi Daniel Dubose, Esq., at Stichter Riedel Blain & Postler, P.A.
represents the Debtor as legal counsel.
TOPPOS LLC: Seeks to Hire Marcus & Millichap as Real Estate Agent
-----------------------------------------------------------------
TOPPOS, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of North Carolina to employ Marcus & Millichap
Real Estate Investment Services of North Carolina, Inc. as its
realtors.
The firm's services in connection with the sale of the MH Parks
include:
a. preparing, developing and implementing a marketing plan,
marketing materials and strategy for the marketing and sale of the
subject properties;
b. marketing the subject properties utilizing such
advertising, solicitation, and other promotional and marketing
activities as may be necessary and agreed upon with the Debtor;
c. analyzing any offers and proposals from potential
purchasers and third parties;
d. advising and making recommendations to the Debtor in
connection with any proposed offer, proposal, solicitation, or
transaction involving the subject properties; and
e. assisting the Debtor in connection with the negotiation and
consummation of any transactions involving the sale of the subject
properties.
The commission to the realtors is 3 percent of the gross purchase
price of any approved sale of the property.
As disclosed in the court filings, Marcus & Millichap represents no
interest adverse to the Debtor or the estate in the matters upon
which it is to be engaged.
The realtor can be reached through:
Glenn Esterson
Marcus & Millichap Real Estate
Investment Services
7200 Wisconsin Ave., Suite 1101
Bethesda, MD 20614
Office: (202) 536-3700
About Toppos LLC
Toppos LLC is primarily engaged in acting as lessors of buildings
used as residences or dwellings. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case
No. 23-02889) on October 5, 2023. In the petition signed by Neil
Carmichael Bender, II, member-manager, the Debtor disclosed up to
$50 million in assets and up to $100 million in liabilities.
Judge Pamela W. Mcafee oversees the case.
Blake Y. Boyette, Esq., at Buckmiller, Boyette & Frost, PLLC,
represents the Debtor as legal counsel.
TORTOISEECOFIN PARENT: S&P Raises ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on
TortoiseEcofin Parent Holdco LLC to 'CCC+' from 'SD' and assigned a
negative outlook.
S&P subsequently withdrew its issuer credit and issue ratings on
TortoiseEcofin at the company's request.
S&P said, "Our rating actions follow the completion of the
exchange, which we view as distressed and tantamount to a default
because we think it resulted in lenders receiving less than what
was originally promised. We think the new term loan and preferred
equity are not adequate compensation for the previous term loan,
given TortoiseEcofin's capital structure was unsustainable over the
long term because the company had limited options to reduce its
debt burden. In addition, the preferred equity is more junior than
the previous term loan and the debt maturity has been extended from
2025 to 2028.
"We expect the transaction to offer TortoiseEcofin more financial
flexibility by reducing the term loan balance. However, we view the
majority of the new preferred equity as debt in our leverage
calculation because we limit equity treatment of hybrids to a
maximum of 15% of total capital, and TortoiseEcofin's reported book
equity is currently negative.
"Subsequent to the upgrade of the ratings to 'CCC+' with a negative
outlook, we withdrew all ratings on TortoiseEcofin at the company's
request."
TOTAL AUTO: Wins Cash Collateral Access
---------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, authorized Total Auto Financing LLC to use
cash collateral, on an interim basis, in accordance with the
budget.
American Credit Acceptance, LLC and to Auto Finance Corporation
assert an interest in the Debtor's cash collateral.
As adequate protection under 11 U.S.C. Section 361 of the
Bankruptcy Code, ACA and AFC will receive interest payments from
the Debtor at the non-default rate of interest. AFC will receive
interest payments as funds are received.
The Debtor is ordered to maintain separate debtor-in-possession
accounts for ACA and AFC so that all funds received from retail
installment sales contracts in which ACA has a security interest
and in which AFC has a security interest are not commingled. In
addition, the Debtor will maintain at least one additional DIP
account for its operating funds.
A final hearing on the matter is set for December 19 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=yIwCa7
from PacerMonitor.com.
About Total Auto Financing LLC
Total Auto Financing LLC is in the business of automotive finance
for sub-prime car purchasers using retail installment contracts.
The Debtor was formed by two brothers- Elshan Bayramov and Babak
Bayramov - on September 28, 2020. It provides loan portfolio
management services for a $48 million loan portfolio employing 8
persons in the United States and 8 persons in the Bayramovs' native
country of Azerbaijan.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11867) on November 15,
2023. In the petition signed by Elshan Bayramov, member-manager,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge Brian F. Kenney oversees the case.
Martin C. Conway, Esq., at Conway Law Group, PC, represents the
Debtor as legal counsel.
TPT GLOBAL: Posts $342K Net Loss in Third Quarter
-------------------------------------------------
TPT Global Tech, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
attributable to the Company's shareholders of $342,180 on $923,251
of total revenues for the three months ended Sept. 30, 2023,
compared to a net loss attributable to the Company's shareholders
of $41.09 million on $2.05 million of total revenues for the three
months ended Sept. 30, 2022.
For the nine months ended Sept. 30, 2023, the Company reported a
net loss attributable to the Company's shareholders of $3.13
million on $3.01 million of total revenues, compared to a net loss
attributable to the Company's shareholders of $51.21 million on
$6.15 million of total revenues for the nine months ended Sept. 30,
2022.
As of Sept. 30, 2023, the Company had $1.36 million in total
assets, $35.24 million in total liabilities, $59.47 million in
total mezzanine equity, and a total stockholders' deficit of $93.36
million.
TPT Global said, "Based on our financial history since inception,
our auditor has expressed substantial doubt as to our ability to
continue as a going concern. As reflected in the accompanying
financial statements, as of September 30, 2023, we had an
accumulated deficit totaling $109,549,957. This raises substantial
doubts about our ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1661039/000165495423015635/tptw_10q.htm
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a technology holding company based in San Diego, California. The
Company operates in various sectors including media,
telecommunications, Smart City Real Estate Development, and the
launch of the first super App, VuMe technology platform. As a media
content delivery hub, TPT Global Tech utilizes its own proprietary
global digital media TV and telecommunications infrastructure
platform. TPT offers software as a service (SaaS), technology
platform as a service (PAAS), and cloud-based unified communication
as a service (UCaaS) solutions to businesses worldwide. Their UCaaS
services enable businesses of all sizes to access the latest voice,
data, media, and collaboration features.
TPT Global reported a net loss attributable to the Company's
shareholders of $61.50 million for the year ended Dec. 31, 2022,
compared to a net loss attributable to the Company's shareholders
of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31,
2022, the Company had $1.05 million in total assets, $34.02 million
in total liabilities, $58.25 million in mezzanine equity, and a
total stockholders' deficit of $91.21 million.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated May 16, 2023, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
TYCHE HOLDINGS: Hires Miranda & Maldonado as Bankruptcy Counsel
---------------------------------------------------------------
Tyche Holdings ELP, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Miranda &
Maldonado, P.C. as its bankruptcy counsel.
The firm's services include:
a. providing legal advice with respect to its powers and
duties as Debtor-in-Possession and the continued operation and
management of its business;
b. attending the Initial Debtor Conference and 341 Meeting of
Creditors;
c. preparing necessary applications, answers, ballots,
judgments, motions, notices, objections, orders, reports, and any
other legal instrument necessary in furtherance of its
reorganization;
d. reviewing prepetition executory contracts and unexpired
leases entered by the Debtor and to determine which should be
assumed or rejected;
e. assisting the Debtor in the preparation of a Disclosure
Statement, the negotiation of a Plan of Reorganization with the
creditors in its case, and any amendments thereto, and seeking
confirmation of the Plan of Reorganization; and
f. performing all other legal services for the Debtor which
may become necessary to effectuate a reorganization of the
Bankruptcy Estate.
The firm will be paid at these rates:
Carlos A. Miranda, Esq. $350 per hour
Carlos G. Maldonado, Esq. $325 per hour
Legal Assistant $125 per hour
The firm received retainer in the amount of $20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Carlos Miranda, Esq., an attorney at Miranda & Maldonado, 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:
Carlos A. Miranda, Esq.
Carlos G. Maldonado, Esq.
MIRANDA & MALDONADO, PC
5915 Silver Springs, Bldg. 7
El Paso, TX 79912
Telephone: (915) 587-5000
Facsimile: (915) 587-5001
Email: cmiranda@eptxlawyers.com
cmaldonado@eptxlawyers.com
About Tyche Holdings ELP, LLC
Tyche Holdings ELP, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
23-31291) on Dec. 5, 2023. At the time of filing, the Debtor
estimated $500,001 to $1 million in assets and $100,001 to $500,000
in liabilities.
Judge Christopher G Bradley oversees the case.
Carlos A. Miranda, Esq. at Miranda & Maldonado, P.C. represents the
Debtor as counsel.
UPHEALTH HOLDINGS: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Uphealth Holdings, Inc. and affiliates to use cash collateral on a
final basis in accordance with the budget, with a 15% variance.
The Debtor requires the use of cash collateral (i) to satisfy in
full the costs and expenses of administering the Cases and
preserving the value of the estates during the Cases; and (ii) to
fund all expenses of the Debtors, as set forth in the Budget.
Under the Indenture, dated as of August 18, 2022, for variable rate
convertible senior secured notes due 2025, by and among UpHealth,
Inc., the guarantors party thereto from time to time, including the
Debtors, Wilmington Trust, National Association, as indenture
trustee, and as collateral agent, and the noteholders party thereto
from time to time, the Debtors issued certain 2025 Notes.
As of the applicable Petition Date, the 2025 Notes Parties were
indebted to the Noteholder Secured Parties pursuant to the Senior
Secured Notes Documents in the aggregate principal amount of
$57.227 million plus accrued and unpaid interest.
In connection with the Senior Secured Notes Indenture, the Debtors
and certain Affiliates entered into a security and pledge
agreement, dated August 18, 2022.
As adequate protection, the Noteholder Secured Parties are granted
valid, binding, continuing, enforceable, fully perfected,
nonavoidable, first-priority senior, additional and replacement
security interests in and liens on all of the Debtor's assets.
As further adequate protection, each of the Secured Parties, for
the benefit of themselves and the 2025 Noteholders, are granted
allowed superpriority administrative expense claims in the Cases
ahead of and senior to any and all other administrative expense
claims in the Cases to the extent of, and in an aggregate amount
equal to, any Diminution in Value, but junior to the Carve Out.
A copy of the order is available at https://urlcurt.com/u?l=Jav7PM
from PacerMonitor.com.
A copy of the budget is available at https://urlcurt.com/u?l=GiE8bF
from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$2,112,400 for the week ending December 16, 2023;
$215,900 for the week ending December 23, 2023; and
$482,400 for the week ending December 30, 2024.
About UpHealth Holdings
UpHealth Holdings Inc. is a global digital health company
delivering technology platforms, infrastructure and services to
modernize care delivery and health management.
UpHealth Holdings sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19,
2023. In the petition filed by Samuel J. Meckey, as chief executive
officer, the Debtor reports estimated assets and liabilities
between $100 million and $500 million each.
Judge Laurie Selber Silverstein oversees the case.
Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtor's
counsel.
URBAN ONE: TCS Capital Entities Report 6.2% of Class A Shares
-------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of Urban One, Inc.'s Class A common stock, par value $0.001 per
share, as of November 21, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ ---------
Eric Semler 808,894 8.2%
TCS Capital Management, LLC 608,894 6.2%
TCS Capital Advisors, LLC 608,894 6.2%
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1041657/000092189523002741/sc13ga210608uone_12112023.htm
About Urban One
Urban One, Inc., formerly known as Radio One, Inc., headquartered
in Silver Spring, Md., is an urban-oriented multimedia company that
operates or owns interests in radio broadcasting stations (32% of
revenue as of LTM Q4 2022) generated by 66 stations in 13 markets,
cable television networks (43% of revenue), an 80% ownership in
Reach Media (9% of revenue), and ownership of Interactive One, its
digital platform, as well as other internet-based properties (16%
of revenue), largely targeting an African-American and urban
audience. The Chairperson, Catherine L. Hughes, and President,
Alfred C. Liggins III (Chairperson's son), maintain voting control
and hold a significant ownership position. The company reported
consolidated revenue of $485 million as of LTM Q4, 2022.
Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating, and B3 senior
secured notes rating. The speculative grade liquidity rating was
upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The
outlook was changed to stable from positive.
The affirmation of the CFR and stable outlook reflect Urban One's
relatively high pro forma leverage (4.9x as of Q4 2022 pro forma
for sale of the company's minority ownership position in MGM
National Harbor, LLC (National Harbor) and including Moody's
standard adjustments) as well as Moody's expectations that
operating performance will decline in 2023 due to lower political
advertising revenue in a non-election year and from lower cable TV
revenue. Cable TV was a source of strength during the pandemic but
is likely to be pressured from lower ratings and a decline in
subscribers as consumers continue to migrate to streaming services
from cable TV. Social considerations were a key driver of the
rating action, as Moody's expects the negative secular pressures in
the cable TV division to increase as media consumption continues to
migrate to streaming services.
US STEEL: Moody's Puts 'Ba3' CFR Under Review for Upgrade
---------------------------------------------------------
Moody's Investors Service placed United States Steel Corporation's
("U. S. Steel") ratings under review for upgrade including its Ba3
corporate family rating, Ba3-PD probability of default rating, and
its B1 senior unsecured debt rating. At the same time, Moody's also
placed Big River Steel LLC's ("Big River Steel") Ba2 secured debt
rating under review for upgrade. Previously, the outlook for both
U. S. Steel and Big River Steel was stable.
This action follows a definitive agreement reached by U. S. Steel
to be acquired by NIPPON STEEL CORPORATION (Nippon, Baa2 stable) in
an all-cash transaction at $55.00 per share, representing an equity
value of approximately $14.1 billion plus the assumption of debt,
for a total enterprise value of $14.9 billion. The transaction is
expected to close in the second or third quarter of 2024, subject
to customary closing conditions and regulatory approvals.
On Review for Upgrade:
Issuer: Allegheny County Industrial Dev. Auth., PA
Senior Unsecured Revenue Bonds, Placed on Review for Upgrade,
currently B1
Issuer: Bucks County Industrial Development Auth., PA
Backed Senior Unsecured Revenue Bonds, Placed on Review for
Upgrade, currently B1
Issuer: Hoover (City of) AL, Industrial Devel. Board
Senior Unsecured Revenue Bonds, Placed on Review for Upgrade,
currently B1
Issuer: Indiana Finance Authority
Senior Unsecured Revenue Bonds, Placed on Review for Upgrade,
currently B1
Issuer: Ohio Water Development Authority
Backed Senior Unsecured Revenue Bonds, Placed on Review for
Upgrade, currently B1
Issuer: Southwestern Illinois Development Authority
Senior Unsecured Revenue Bonds, Placed on Review for Upgrade,
currently B1
Issuer: United States Steel Corporation
Corporate Family Rating, Placed on Review for Upgrade, currently
Ba3
Probability of Default Rating, Placed on Review for Upgrade,
currently Ba3-PD
Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review for
Upgrade, currently B1
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B1
Issuer: Arkansas Development Finance Authority
Senior Secured Revenue Bonds, Placed on Review for Upgrade,
currently Ba2
Issuer: Big River Steel LLC
Backed Senior Secured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba2
Outlook Actions:
Issuer: United States Steel Corporation
Outlook, Changed To Rating Under Review From Stable
Issuer: Big River Steel LLC
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
U. S. Steel's ratings were placed on review for upgrade based on
its potential ownership by Nippon, which has a much stronger credit
profile, larger and more diversified asset base, and greater
financial resources. U. S. Steel's asset base in the US complements
Nippon's assets in the region and provides further geographic
diversity including its operation in Slovakia.
If the U. S. Steel or Big River Steel notes remain outstanding and
are assumed or guaranteed by Nippon, then the ratings on the notes
could be upgraded closer to Nippon's rating level. If U. S. Steel
were to become an unguaranteed subsidiaries of Nippon
postacquisition and continue to provide separate audited financial
statements going forward, then its ratings would likely be upgraded
based on the level of parental support.
Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation is the third largest flat-rolled steel producer in the
US in terms of production capacity. The company manufactures and
sells a wide variety of steel sheet, tubular and tin products
across a broad array of industries including service centers,
transportation, appliance, construction, containers, oil, gas and
petrochemicals. It also has an integrated steel plant and coke
production facilities in Slovakia (U. S. Steel Košice). Revenues
for the twelve months ended September 30, 2023 were $18.25
billion.
The principal methodology used in these ratings was Steel published
in November 2021.
VENTURE INC: Court OKs Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Venture, Inc. and affiliates to use cash collateral on a
final basis in accordance with the budget, with a 15% variance.
Moran Foods, LLC, f/k/a Moran Foods, Inc., d/b/a Save-A- Lot, Ltd.
asserts an interest in the Debtor's cash collateral.
As adequate protection, the Lender is granted valid, perfected and
continuing, replacement security interests in, and liens on all of
the Debtors' rights, titles and interests in, to and under the
Collateral, in the same position and to the same extent as Lender's
Liens on the Prepetition Collateral.
The Lender is also granted superpriority claims, junior only to the
Carve-Out.
The Debtors will maintain insurance with respect to all Prepetition
Collateral and Post-petition Collateral, whether real or personal
property, for the benefit of the Lender, which will be named as
loss payees or co-insured.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=wAHRsM from PacerMonitor.com.
About Venture Inc.
Venture Inc. and its affiliates filed their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss.
Lead Case No. 23-02186) on Sept. 22, 2023. In the petitions signed
by Daniel K. Myers, president, Venture Inc. disclosed up to $1
million in estimated assets and up to $10 million in total
liabilities.
Judge Jamie A. Wilson oversees the case.
The Debtors tapped Newman & Newman and the Law Offices of Craig M.
Geno, PLLC as counsel and Harper Rains Knight & Company, PA as
financial advisor.
VENUS CONCEPT: Nasdaq Schedules Hearing for Feb. 29
---------------------------------------------------
Venus Concept Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company timely
requested a hearing before the Nasdaq Hearings Panel and has
received formal notice from The Listing Qualifications Department
of The Nasdaq Stock Market LLC that such hearing is scheduled to be
held on Feb. 29, 2024. Accordingly, any delisting action by Nasdaq
will be stayed pending the issuance of the Panel's final decision
following the hearing and any extension period that may be granted
by the Panel.
The Company's common stock will continue to trade on The Nasdaq
Capital Market under the symbol "VERO" pending the conclusion of
the hearing process or the expiration of any extension period
granted by the Panel. The Company remains committed to taking all
reasonable measures available to regain compliance under the Nasdaq
Listing Rules and remain listed on The Nasdaq Capital Market.
On Nov. 28, 2023, Venus Concept received a written notice from
Nasdaq which described its determination that the Company had not
regained compliance with the minimum equity requirement for
continued listing under Listing Rule 5550(b)(1), and therefore the
Company's securities would be subject to delisting unless the
Company timely requested a hearing before a Nasdaq Hearings Panel.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $43.58 million in 2022
compared to a net loss of $22.14 million in 2021. As of Dec. 31,
2022, the Company had $125.38 million in total assets, $116.64
million in total liabilities, and $8.74 million in stockholders'
equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has reported recurring net losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
VIVAKOR INC: Gets Nasdaq Notice After Board Member Resigns
----------------------------------------------------------
Vivakor, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Dec. 12, 2023, the Company received
notice from the Listing Qualifications Department of The Nasdaq
Stock Market LLC notifying the Company that, based upon the
resignation of David Natan from the Board of Directors of the
Company, it is not currently in compliance with the board of
directors independence requirements set forth in Nasdaq Listing
Rule 5605(b)(1) and the requirement in Nasdaq Listing Rule
5605(c)(2)(A) to have an audit committee comprised of at least
three independent directors.
On Dec. 6, 2023, Vivakor received notice from David Natan of his
resignation, effective immediately, from the Company's Board of
Directors and from his positions as Chairman of the Audit Committee
and as a member of the Compensation Committee and the Nominating
and Governance Committee. The Company informed Nasdaq of Mr.
Natan's resignation on Dec. 7, 2023.
As a result of Mr. Natan's resignation, the Board, as currently
constituted, does not have a majority of directors who would be
considered "independent directors," as that term is defined in
Nasdaq Listing Rule 5605(a)(2). Furthermore, the Audit Committee
of the Board currently consists of only two independent directors.
Consistent with Nasdaq Listing Rules 5605(b)(1)(A) and Rule
5605(c)(4), Nasdaq will provide the Company a cure period until
June 3, 2024 to evidence compliance.
The Notice has no immediate effect on the continued listing status
of the Company's common stock on The Nasdaq Capital Market.
According to the Company, Mr. Natan's resignation was not the
result of any dispute or disagreement with the Company or the Board
on any matter relating to the operations, policies or practices of
the Company.
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and
developer of technologies and assets in the oil and gas industry,
as well as, related environmental solutions. Currently, the
Company's efforts are primarily focused on operating crude oil
gathering, storage and transportation facilities, as well as
contaminated soil remediation services.
Vivakor reported a net loss attributable to the Company of $19.44
million in 2022, a net loss attributable to the company of $5.48
million in 2021, a net loss attributable to the company of $2.18
million in 2020. As of Sept. 30, 2023, the Company had $76.12
million in total assets, $52.21 million in total liabilities, and
$23.90 million in total stockholders' equity.
In its Quarterly Report on Form 10-Q for the period ended Sept. 30,
2023, Vivakor said, "We have historically suffered net losses and
cumulative negative cash flows from operations, and as of September
30, 2023, we had an accumulated deficit of approximately $62.1
million. As of September 30, 2023 and December 31, 2022, we had a
working capital deficit of approximately $19 million and $3.7
million, respectively. Subsequent to September 30, 2023, $10
million of the working capital deficit was paid with an issuance of
common stock for a reduction in noted payable to a related party,
of which our CEO is a beneficiary...As of September 30, 2023, we
had cash of approximately $1.2 million, and we had obligations to
pay approximately $14.4 million (of which approximately $10 million
was satisfied through the issuance of our common stock under the
terms of the debt subsequent to September 30, 2023...) of debt in
cash within one year of the issuance of these financial statements.
Our CEO has also committed to provide credit support through
December 2024, as necessary, for an amount up to $8 million to
provide the Company sufficient cash resources, if required, to
execute its plans for the next twelve months. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern. We believe the liquid assets and CEO commitment
give us adequate working capital to finance our day-to-day
operations for at least twelve months through November 2024."
WAITS RV: Unsecureds Owed $819K to Get Some Distribution in Plan
----------------------------------------------------------------
Waits RV Center, Inc., submitted a Chapter 11 Small Business Plan
and a Disclosure Statement.
As part of its overall reorganization strategy, the Debtor desires
to reduce its inventory, sell the RVs that have remained on the lot
to reduce the curtailment payments and bring newer inventory in to
attract customers. To this end, the Debtor made a business
decision to file a Plan well before the Plan deadline so it can
enter into floor-plan agreements again so it can bring in new
inventory.
The Debtor believes that the risk of non-payment of the percentage
distribution to the unsecured creditors in the Chapter 11 is
greatly outweighed by the more substantial risk of nonpayment
should this Bankruptcy be converted to a Chapter 7 Liquidation,
wherein the unsecured creditors would receive a distribution of
0%.
Under the Plan, Class Thirteen consists of General Unsecured
Claims. The general unsecured claims prior to the filing of any
objections total the amount of $819,185, which will be paid over
the 5 year term of the Plan at the rate of $500 per month on a
pro-rata basis. The payments will commence on the Effective Date
of the Plan. The dividend to this class of creditors is subject to
change upon the determination of objections to claims. To the
extent that the Debtor is successful or unsuccessful in any or all
of the proposed Objections, then the dividend and distribution to
each individual creditor will be adjusted accordingly. These
claims are impaired.
The Debtor shall continue to be operated and managed by William
Waits who is the 100% owner of the Debtor.
Attorneys for Debtor:
Craig I. Kelley, Esq.
KELLEY KAPLAN & ELLER, PLLC
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Fax: (561) 684-3773
E-mail: bankruptcy@kelleylawoffice.com
A copy of the Disclosure Statement dated Dec. 13, 2023, is
available at https://tinyurl.ph/oWTDh from PacerMonitor.com.
About Waits RV Center, Inc.
Debtor, Waits RV Center, Inc. is a corporation organized under the
laws of the State of Florida. The Debtor is owned by William Waits,
who is the 100% shareholder and President of the Debtor. By way of
background, Debtor is an RV sales and servicing company with a
primary business office in Riviera Beach, Florida. Debtor sells
both new and used RV's.
On Oct. 15, 2023, the Debtor filed a voluntary Petition for
Reorganization under Chapter 11 in the United States Bankruptcy
Code, 11 U.S.C., Section 101 et seq., in the United States
Bankruptcy Court for the Southern District of Florida.
KELLEY KAPLAN & ELLER, PLLC. represents the Debtor as legal
Counsel.
WEST COAST HOSPITALITY: Hires B/Val CPAs & Advisors as Accountant
-----------------------------------------------------------------
West Coast Hospitality Group, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Oregon to employ B/Val CPAs &
Advisors as its accountant.
B/Val CPAs will assist Debtor in the preparation of tax returns and
bookkeeping.
The firm will be paid at these rates:
Chris Palmer, CPA $260 per hour
CPAs $150 to $260 per hour
Non-CPA staff $150 to $260 per hour
Chris Palmer, CPA, a partner at B/Val CPAs & Advisors, disclosed in
a court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Chris Palmer, CPA
B/Val CPAs & Advisors
940 Willamette St Suite 330
Eugene, OR 97401
Phone: (541) 485-8772
About West Coast Hospitality Group, LLC
West Coast Hospitality Group, LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No.
23-62000-tmr11) on October 17, 2023. In the petition signed by
Natalie Sheild, member, the Debtor disclosed up to $1 million in
assets and up to $10 million in liabilities.
Judge Thomas M. Renn oversees the case.
Loren S. Scott, Esq., at The Scott Law Group, represents the Debtor
as legal counsel.
WESTERN DIGITAL: Egan-Jones Hikes Senior Unsecured Ratings to BB+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 12, 2023, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Western Digital Corporation to BB+ from BBB-.
Headquartered in San Jose, California, Western Digital Corporation
is a global provider of solutions for the collection, storage,
management, protection and use of digital content, including audio
and video.
WESTERN URANIUM: MMCAP, MM Asset Report 9.99% Equity Stake
----------------------------------------------------------
MMCAP International Inc. SPC (the "Fund") and MM Asset Management
Inc. (the "Adviser") disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 12, 2023, they
beneficially owned 4,952,988 common shares of Western Uranium &
Vanadium Corp., representing 9.99 percent of the Shares
outstanding.
The percentage of beneficial ownership is based on: (x) 44,276,811
Common Shares outstanding as of Nov. 17, 2023, as reported in the
Issuer's Form 10-Q filed with the SEC on Nov. 20, 2023; and (y) an
additional 5,215,828 Common Shares issued by the Issuer on Dec. 12,
2023 as reported in the Issuer's press release of the same date.
MMCAP is a private investment vehicle. It directly beneficially
owns the Common Shares reported in the regulatory filing. MM Asset
is the investment manager of MMCAP. MM Asset may be deemed to
beneficially own the Common Shares directly beneficially owned by
MMCAP. Each Reporting Person disclaims beneficial ownership with
respect to any Common Shares other than the Common Shares directly
beneficially owned by such Reporting Person.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1304857/000110465923126065/tm2332963d1_sc13g.htm
About Western Uranium & Vanadium
Western Uranium & Vanadium Corp. is a Colorado-based uranium and
vanadium conventional mining company focused on low-cost and
near-term production of uranium and vanadium in the western United
States, and development and application of kinetic separation.
Western Uranium reported a net loss of $713,767 for the year ended
Dec. 31, 2022, compared to a net loss of $2.07 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $33.20
million in total assets, $3.94 million in total liabilities, and
$29.26 million in total shareholders' equity.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has incurred continuing
losses and negative cash flows from operations and is dependent
upon future sources of equity or debt financing in order to fund
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
WHITESTONE UPTOWN: Court OKs Cash Collateral Access Thru Dec 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized Whitestone Uptown Tower, LLC, a/k/a
Pillarstone Capital REIT Operating Partnership to use cash
collateral, on an interim basis, in accordance with the budget.
The Debtor's right to use cash collateral will terminate on the
earlier to occur of the following: (a) an order of the Court
terminating the use of cash collateral; or (b) December 31, 2023 at
11:59 p.m., unless otherwise extended by consent of the parties or
order of the Court, in which case a budget for the extended period
will be provided to Lender and filed with the Court.
As adequate protection, RSS MSBAM2013-C13-TX WUT, LLC is granted
replacement security interests and liens of the same extent,
validity, and priority as the Pre-Petition Liens in the Collateral
and on any other of the Debtor’s assets and property. The
Replacement Liens include, without limitation, liens on all cash,
including Cash Collateral generated or received by the Debtor after
the Petition Date. The Replacement Liens are deemed valid, binding,
enforceable and perfected upon entry of the Order and no further
notice, filing, recording or order will be required to validate or
perfect the Replacement Liens. The Replacement Liens are
subordinated to fees payable pursuant to 28 U.S.C. Section
1930(a)(6).
To the extent of the aggregate Diminution of Value, if any, of
their respective interests in the Collateral, Lender is granted, in
addition to claims under 11 U.S.C. Section 503(b), an allowed
superpriority administrative expense claim pursuant to 11 U.S.C.
Section 507(b) in the Debtor's chapter 11 case.
The Debtor has agreed to make an adequate protection payment to
Lender on December 15 in the amount of $60,000 for the month of
December 2023.
A final hearing on the matter is set for December 21 at 1:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=GjsLYG
from PacerMonitor.com.
About Whitestone Uptown Tower, LLC
Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1,
2023. In the petition signed by Bradford Johnson, authorized
representative, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Michelle V Larson oversees the case.
Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
represents the Debtor as legal counsel.
WHITESTONE UPTOWN: Seeks to Tap Joyce W. Lindauer as Legal Counsel
------------------------------------------------------------------
Whitestone Uptown Tower, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Joyce
W. Lindauer Attorney, PLLC, as its counsel.
The Debtor requires legal counsel to effectuate a reorganization,
propose a Chapter 11 plan of reorganization, and effectively move
forward in its bankruptcy proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Joyce W. Lindauer, Esq. $495
Paul B. Geilich, Of Counsel $395
Sydney Ollar, Associate Attorney $295
Laurance Boyd, Associate Attorney $250
Dian Gwinnup, Paralegal $225
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer of $26,738 from the Debtor.
Joyce Lindauer, Esq., the owner of the firm, disclosed in a court
filing that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Whitestone Uptown Tower, LLC
Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1,
2023. In the petition signed by Bradford Johnson, authorized
representative, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Michelle V Larson oversees the case.
Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
represents the Debtor as legal counsel.
YOLKED LLC: Seeks to Tap Joyce W. Lindauer as Bankruptcy Counsel
----------------------------------------------------------------
Yolked, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Joyce W. Lindauer Attorney,
PLLC.
The Debtor requires legal counsel to effectuate a reorganization,
propose a Chapter 11 plan of reorganization, and effectively move
forward in its bankruptcy proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Joyce W. Lindauer, Esq. $495
Sydney Ollar, Associate Attorney $295
Laurance Boyd, Associate Attorney $250
Dian Gwinnup, Paralegal $225
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer of $6,689.46 from the Debtor.
Joyce Lindauer, Esq., the owner of the firm, disclosed in a court
filing that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Yolked LLC
Yolked, LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 23-43508) on Nov. 15,
2023, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Mark X. Mullin oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC
represents the Debtor as bankruptcy counsel.
ZAIRY ATS: Court OKs Cash Collateral Access on Final Basis
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Wilmington Division, authorized Zairy ATS, LLC to use
cash collateral on a final basis, in accordance with the budget.
The Debtor requires the use of cash collateral to pay operating
expenses, including lease payments, inventory purchases, insurance,
utilities and payroll.
The creditors that may assert a security interest in the Debtor's
cash collateral are Grasshopper Bank, White Road Capital dba GFE
Holdings, and Ameris Bank dba Balboa Capital.
As adequate protection, the Creditors are granted a post-Petition
lien on the types of assets, if any, in which the Creditors did not
possess a valid, perfected, enforceable, and otherwise
non-avoidable prePetition lien(s). The post-Petition liens and
security interests provided will survive the term of the Order to
the extent that the pre-Petition liens were valid, perfected,
enforceable, and non-avoidable as of the Petition Date.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=bcpBRZ from PacerMonitor.com.
The Debtor projects $86,228 in total receipts and $79,513 in total
expenses.
About Zairy ATS, LLC
Zairy ATS, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-03270-5-PWM) on
November 9, 2023. In the petition signed by Rachel Sara McGhinnis,
member, the Debtor disclosed up to $100,000 in assets and up to $1
million in liabilities.
Judge Pamela W. McAfee oversees the case.
George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC, represents the Debtor as legal counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Quality Assurance Roofing Company of Texas, LLC
Bankr. W.D. Ark. Case No. 23-71848
Chapter 11 Petition filed December 12, 2023
See
https://www.pacermonitor.com/view/W7KGMQA/Quality_Assurance_Roofing_Company__arwbke-23-71848__0001.0.pdf?mcid=tGE4TAMA
represented by: Carl W. Hopkins, Esq.
CARL W HOPKINS PA
E-mail: Cwhopkins@hopkinslawoffices.com
In re Ronald Joseph Zurawski
Bankr. S.D. Cal. Case No. 23-03899
Chapter 11 Petition filed December 12, 2023
represented by: Meredith King, Esq.
In re Barry Rupisan
Bankr. D. Colo. Case No. 23-15718
Chapter 11 Petition filed December 12, 2023
represented by: Aaron Garber, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
E-mail: agarber@wgwc-law.com
In re Anthony Vincent Wolke
Bankr. D.N.J. Case No. 23-21502
Chapter 11 Petition filed December 12, 2023
represented by: David Stevens, Esq.
In re Artex Inc.
Bankr. D.N.J. Case No. 23-21516
Chapter 11 Petition filed December 12, 2023
See
https://www.pacermonitor.com/view/F5U3EOQ/Artex_Inc__njbke-23-21516__0001.0.pdf?mcid=tGE4TAMA
represented by: David Stevens, Esq.
SCURA WIGFIELD, HEYER, STEVENS &
CAMMAROTA LLP
E-mail: dstevens@scura.com
In re Golden Globe Diner Ltd.
Bankr. E.D.N.Y. Case No. 23-44574
Chapter 11 Petition filed December 12, 2023
See
https://www.pacermonitor.com/view/QNFTT3I/Golden_Globe_Diner_Ltd__nyebke-23-44574__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard S Feinsilver, Esq.
RICHARD S FEINSILVER, ESQ.
E-mail: feinlawny@yahoo.com
In re Golden Globe Diner Ltd.
Bankr. E.D.N.Y. Case No. 23-74664
Chapter 11 Petition filed December 12, 2023
See
https://www.pacermonitor.com/view/RLT3JOA/Golden_Globe_Diner_Ltd__nyebke-23-74664__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard S Feinsilver, Esq.
RICHARD S FEINSILVER, ESQ.
E-mail: feinlawny@yahoo.com
In re 160 Estates Inc.
Bankr. E.D.N.Y. Case No. 23-44592
Chapter 11 Petition filed December 12, 2023
See
https://www.pacermonitor.com/view/TVCRDNQ/160_Estates_Inc__nyebke-23-44592__0001.0.pdf?mcid=tGE4TAMA
represented by: Stacey Simon Reeves, Esq.
LAW OFFICE OF STACEY SIMON REEVES
E-mail: stacey_simon@msn.com
In re 135 15 220Th Pl Corp
Bankr. E.D.N.Y. Case No. 23-44587
Chapter 11 Petition filed December 12, 2023
See
https://www.pacermonitor.com/view/TNS7Q4I/135_15_220Th_Pl_Corp__nyebke-23-44587__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Jerry W Smith
Bankr. S.D.N.Y. Case No. 23-22928
Chapter 11 Petition filed December 12, 2023
represented by: H. Bronson, Esq.
In re Lobsterboys DH Realty Ltd.
Bankr. S.D.N.Y. Case No. 23-11990
Chapter 11 Petition filed December 12, 2023
See
https://www.pacermonitor.com/view/YIMYTUY/Lobsterboys_DH_Realty_Ltd__nysbke-23-11990__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen M. Packman, Esq.
ARCHER & GREINER, P.C.
E-mail: spackman@archerlaw.com
In re Guardians of Life, A California Corporation
Bankr. C.D. Cal. Case No. 23-12642
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/RPYBYVA/Guardians_of_Life_A_California__cacbke-23-12642__0001.0.pdf?mcid=tGE4TAMA
represented by: Onyinye N Anyama, Esq.
ANYAMA LAW FIRM, APC
E-mail: info@anyamalaw.com
In re 4 West, LLC
Bankr. W.D. Ky. Case No. 23-32987
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/EESMASY/4_West_LLC__kywbke-23-32987__0001.0.pdf?mcid=tGE4TAMA
represented by: Tyler R. Yeager, Esq.
KAPLAN JOHNSON ABATE & BIRD LLP
E-mail: tyeager@kaplanjohnsonlaw.com
In re Hull Properties, LLC
Bankr. W.D. Ky. Case No. 23-32985
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/HU2GXNQ/Hull_Properties_LLC__kywbke-23-32985__0001.0.pdf?mcid=tGE4TAMA
represented by: Tyler R. Yeager, Esq.
KAPLAN JOHNSON ABATE & BIRD LLP
E-mail: tyeager@kaplanjohnsonlaw.com
In re 4G Properties, LLC
Bankr. D. Idaho Case No. 23-40578
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/J35RSBY/4G_Properties_LLC__idbke-23-40578__0001.0.pdf?mcid=tGE4TAMA
represented by: Steve Taggart, Esq.
OLSEN TAGGART PLLC
E-mail: staggart@olsontaggart.com
In re High TechMinds Multimedia, LLC
Bankr. D. Md. Case No. 23-19064
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/THEK42I/High_TechMinds_Multimedia_LLC__mdbke-23-19064__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard Link, Esq.
KARPEL, LINK & CAPORALETTI, LLC
E-mail: rlink@karpellinklaw.com
In re Brian Loughrige
Bankr. S.D. Miss. Case No. 23-02887
Chapter 11 Petition filed December 13, 2023
represented by: R. Bolen, Esq.
In re Air Max Heating & Cooling LLC
Bankr. S.D. Miss. Case No. 23-02886
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/O5LGQMY/Air_Max_Heating__Cooling_LLC__mssbke-23-02886__0001.0.pdf?mcid=tGE4TAMA
represented by: R. Michael Bolen, Esq.
HOOD & BOLEN, PLLC
E-mail: rmb@hoodbolen.com
In re Prairie Forest, GP
Bankr. D. Neb. Case No. 23-41183
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/AQVLYOI/Prairie_Forest_GP__nebke-23-41183__0001.0.pdf?mcid=tGE4TAMA
represented by: John A. Lentz, Esq.
LENTZ LAW, PC, LLO
E-mail: john@johnlentz.com
In re 319 Chauncey Street LLC
Bankr. E.D.N.Y. Case No. 23-44611
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/AJY3IPI/319_Chauncey_Street_LLC__nyebke-23-44611__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 1638 Dekalb LLC
Bankr. E.D.N.Y. Case No. 23-44618
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/ASCCLMQ/1638_Dekalb_LLC__nyebke-23-44618__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 15 Albion Place, LLC
Bankr. E.D.N.Y. Case No. 23-44623
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/BHN4MQQ/15_Albion_Place_LLC__nyebke-23-44623__0001.0.pdf?mcid=tGE4TAMA
represented by: Charles Higgs, Esq.
THE LAW OFFICE OF CHARLES A. HIGGS
E-mail: charles@freshstartesq.com
In re Harrisburg's Hometown Pharmacy, Inc.
Bankr. W.D.N.C. Case No. 23-30884
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/XHA7PVQ/Harrisburgs_Hometown_Pharmacy__ncwbke-23-30884__0001.0.pdf?mcid=tGE4TAMA
represented by: Kristen Nardone, Esq.
NARDONE LAW, PLLC
E-mail: kristen@nardonelawfirm.com
In re TLH Transport, LLC
Bankr. W.D. Wisc. Case No. 23-12239
Chapter 11 Petition filed December 13, 2023
See
https://www.pacermonitor.com/view/2DNSSHI/TLH_Transport_LLC__wiwbke-23-12239__0001.0.pdf?mcid=tGE4TAMA
represented by: Joshua D. Christianson, Esq.
CHRISTIANSON & FREUND, LLC
E-mail: lawfirm@cf.legal
In re Timothy Louis Hrdlicka
Bankr. W.D. Wisc. Case No. 23-12238
Chapter 11 Petition filed December 13, 2023
represented by: Joshua Christianson, Esq.
In re Dathao Phung
Bankr. C.D. Cal. Case No. 23-12645
Chapter 11 Petition filed December 14, 2023
represented by: Giovanni Orantes, Esq.
In re Andrea Lanette Ruth
Bankr. N.D. Cal. Case No. 23-30845
Chapter 11 Petition filed December 14, 2023
represented by: Michael Totaro, Esq.
In re Frank Gregory Mazzola
Bankr. D.N.J. Case No. 23-21589
Chapter 11 Petition filed December 14, 2023
represented by: David Edelberg, Esq.
In re 16 Ave Equity Partners, LLC
Bankr. E.D.N.Y. Case No. 23-44646
Chapter 11 Petition filed December 14, 2023
See
https://www.pacermonitor.com/view/HPQ5BNY/16_Ave_Equity_Partners_LLC__nyebke-23-44646__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Blink Group Management LP
Bankr. E.D.N.Y. Case No. 23-74715
Chapter 11 Petition filed December 14, 2023
See
https://www.pacermonitor.com/view/EFGFQ2Q/Blink_Group_Mangement_LP__nyebke-23-74715__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 18 Sergio Lane LLC
Bankr. S.D.N.Y. Case No. 23-36026
Chapter 11 Petition filed December 14, 2023
See
https://www.pacermonitor.com/view/5WDNEBA/18_Sergio_Lane_LLC__nysbke-23-36026__0001.0.pdf?mcid=tGE4TAMA
represented by: Scott B. Ugell, Esq.
UGELL LAW FIRM, P.C.
E-mail: SCOTT@UGELLLAW.COM
In re Nurses At Heart Nursing Staffing Agency, LLC
Bankr. M.D.N.C. Case No. 23-50844
Chapter 11 Petition filed December 14, 2023
See
https://www.pacermonitor.com/view/TCDIIFI/Nurses_At_Heart_Nursing_Staffing__ncmbke-23-50844__0001.0.pdf?mcid=tGE4TAMA
represented by: Samantha K. Brumbaugh, Esq.
IVEY, MCCLELLAN, SIEGMUND, BRUMBAUGH &
MCDONOUGH, LLP
In re BET Acquisition, LLC
Bankr. E.D. Tex. Case No. 23-42402
Chapter 11 Petition filed December 14, 2023
See
https://www.pacermonitor.com/view/RPBKK3Y/BET_Acquisition_LLC__txebke-23-42402__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re David Marmol
Bankr. S.D. Fla. Case No. 23-20361
Chapter 11 Petition filed December 15, 2023
represented by: Aleida Martinez Molina, Esq.
In re SPCH Investments LLC
Bankr. D. Nev. Case No. 23-15544
Chapter 11 Petition filed December 15, 2023
See
https://www.pacermonitor.com/view/ZHFLGBI/SPCH_INVESTMENTS_LLC__nvbke-23-15544__0001.0.pdf?mcid=tGE4TAMA
represented by: Timothy P. Thomas, Esq.
LAW OFFICE OF TIMOTHY P. THOMAS, LLC
E-mail: tthomas@tthomaslaw.com
In re Gouger Oil Company LLC
Bankr. W.D. Tex. Case No. 23-51752
Chapter 11 Petition filed December 15, 2023
See
https://www.pacermonitor.com/view/AT4BHKQ/Gouger_Oil_Company_LLC__txwbke-23-51752__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael G. Colvard, Esq.
MARTIN & DROUGHT, P.C.
E-mail: mcolvard@mdtlaw.com
In re Enchanted Little Forest Childcare Center, LLC
Bankr. W.D. Wash. Case No. 23-12435
Chapter 11 Petition filed December 15, 2023
See
https://www.pacermonitor.com/view/3AOZZ6A/Enchanted_Little_Forest_Childcare__wawbke-23-12435__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven Palmer, Esq.
PALMER & ASSOCIATES, PLLC
E-mail: spalmer@sound-law.com
In re Preferred Builders of Florida, Inc.
Bankr. M.D. Fla. Case No. 23-01528
Chapter 11 Petition filed December 17, 2023
See
https://www.pacermonitor.com/view/QYPLTRA/PREFERRED_BUILDERS_OF_FLORIDA__flmbke-23-01528__0001.0.pdf?mcid=tGE4TAMA
represented by: Mike Dal Lago, Esq.
DAL LAGO LAW
E-mail: mike@dallagolaw.com
In re Estate of Marcella Ford Wilkins
Bankr. N.D. Ga. Case No. 23-62496
Chapter 11 Petition filed December 18, 2023
See
https://www.pacermonitor.com/view/YZZR45A/Estate_of_Marcella_Ford_Wilkins__ganbke-23-62496__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Backbeat Brewing Company, LLC
Bankr. D. Mass. Case No. 23-12113
Chapter 11 Petition filed December 18, 2023
See
https://www.pacermonitor.com/view/UZTNGAI/Backbeat_Brewing_Company_LLC__mabke-23-12113__0001.0.pdf?mcid=tGE4TAMA
represented by: John Sommerstein, Esq.
JOHN F. SOMMERSTEIN
E-mail: jfsommer@aol.com
In re BB Commercial Holdings, LLC
Bankr. D. Mass. Case No. 23-12114
Chapter 11 Petition filed December 18, 2023
See
https://www.pacermonitor.com/view/VMJFAOA/BB_Commercial_Holdings_LLC__mabke-23-12114__0001.0.pdf?mcid=tGE4TAMA
represented by: John Sommerstein, Esq.
JOHN F. SOMMERSTEIN
E-mail: jfsommer@aol.com
In re T&T Stephens Trucking LLC
Bankr. N.D. Miss. Case No. 23-13823
Chapter 11 Petition filed December 18, 2023
See
https://www.pacermonitor.com/view/OOF6BII/TT_Stephens_Trucking_LLC__msnbke-23-13823__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 50 Pinewood Number 4 LLC
Bankr. D.N.H. Case No. 23-10688
Chapter 11 Petition filed December 18, 2023
See
https://www.pacermonitor.com/view/H4BLHGY/50_Pinewood_Number_4_LLC__nhbke-23-10688__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Oakmont Barbeque Company LLC
Bankr. W.D. Pa. Case No. 23-22700
Chapter 11 Petition filed December 18, 2023
See
https://www.pacermonitor.com/view/2VECJCA/Oakmont_Barbeque_Company_LLC__pawbke-23-22700__0001.0.pdf?mcid=tGE4TAMA
represented by: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
E-mail: dcalaiaro@c-vlaw.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
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Each Tuesday edition of the TCR contains a list of companies with
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On Thursdays, the TCR delivers a list of recently filed
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liabilities delivered to nation's bankruptcy courts. The list
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
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Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
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