/raid1/www/Hosts/bankrupt/TCR_Public/231222.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, December 22, 2023, Vol. 27, No. 355
Headlines
111-25 116 LLC: Seeks to Hire Jacobs P.C. as Counsel
1376 CHURCH: Seeks to Tap Michael Jay Berger as Bankruptcy Counsel
1778 DEAN ST: Seeks to Hire Narissa A. Joseph as Bankruptcy Counsel
206 KENT INVESTOR: Lender Sets Auctions for January 2024
383 VALENCIA: Hires Law Offices of Robert Goldstein as Counsel
4E BRANDS: Isgur's Friendship With Jones Not Ground for Recusal
717 ARMORY: Hires Denk & Associates PC as Accountant
A1 PROPERTIES: Seeks Court Approval to Hire Outside Counsel
AIR CANADA: Fitch Hikes LongTerm IDR to 'BB-', Outlook Positive
ALPINE SUMMIT: Seeks to Hire White & Case as Litigation Counsel
ALTERYX INC: To Be Taken Private by PE Firms for $4.4 Billion
AMERICAN ROOFING: Seeks to Hire Supple Law Office as Counsel
AMERICANAS SA: Obtains Majority Support for Restructuring Plan
AMT TOPCO: S&P Lowers ICR to 'CCC' on Business Underperformance
ARCHDIOCESE OF BALTIMORE: Abuse Survivors Claims Due May 2024
ARIAAZ LLC: Taps Broege, Neumann, Fischer & Shaver as Counsel
ARISTON LOGISTICS: Seeks to Hire Toni Campbell Parker as Counsel
ARTISAN'S CABINETRY: Hires Tabitha Scott CPA PLLC as Accountant
ASSOCIATED ASPHALT: S&P Withdraws 'CCC-' Issuer-Credit Rating
ASTROTECH CORP: Extends Expiration of Rights Deal to December 2024
B GSE GROUP: CRO Seeks to Hire Edward Bowers as Accountant
BARRETTS MINERALS: Court OKs $30MM DIP Loan from JMP Capital
BEATRICE HOLDINGS: Seeks to Hire Louis S. Robin as Legal Counsel
BIG DADDY GUNS: Court OKs Appointment of Maria Yip as Examiner
BLOCK COMMUNICATIONS: S&P Alters Outlook to Neg., Affirms 'BB' ICR
BOONE BUILT: Case Summary & 12 Unsecured Creditors
BOY SCOUTS: Victims Coalition's Attorneys Appeal $21M Fees Denial
BURNS ASSET: Seeks to Hire J.M. Cook as Bankruptcy Counsel
CALAMP CORP: Closes $45 Million Term Loan Financing With Lynrock
CANO HEALTH: Appoints Two New Independent Directors
CAPROCK MILLING: Dec. 26 Deadline Set for Panel Questionnaires
CAPSTONE GREEN: Completes Restructuring, Emerges from Chapter 11
CIRCLE C EQUIPMENT: Hires Hammond Law Firm as Counsel
CIRCLE C EQUIPMENT: Seeks to Hire Blackwood Law Firm as Counsel
CONNEXA SPORTS: Falls Short of Nasdaq Minimum Bid Price Requirement
CONTRACT PHARMACEUTICALS: Files Under CCAA; Seeks Sale Process
CORE CONSTRUCTION: Future Earnings to Fund Plan Payments
CORE SCIENTIFIC: Reaches Global Plan Settlement
CSC 1 LLC: Trustee Hires LaMonica Herbst & Maniscalco as Counsel
CSC 1 LLC: Trustee Hires Prager Metis CPAs LLC as Accountant
DBA TRANSPORTATION: Voluntary Chapter 11 Case Summary
DESERT VALLEY: Hires Jason Koontz as Banking Expert
DESERT VALLEY: Seeks Approval to Hire Engineering Expert
DIAMOND SPORTS: In Talks With Amazon for Equity, Streaming Deal
DIOCESE OF CAMDEN: Modified Chapter 11 Plan Declined for 2nd Time
DUVALTEX INC: Gets CCAA Protection; Names E&Y as Monitor
EBIX INC: Dec. 27 Deadline Set for Panel Questionnaires
EBIX INC: Files Chapter 11 Amid Debt Woes, Short-Seller Attacks
ENDO INT'L: Has New Plan for Debt-Equity Deal, DOJ Settlement
EXPERTUS HEALTH: Case Summary & Five Unsecured Creditors
FANJOY CO: Continued Operations to Fund Plan Payments
FANJOY CO: Gets Court Approval to Hire Accountant
FINANCIAL STRATEGIES: Hires Eric A. Liepins PC as Counsel
FIRST BRANDS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
FRG ENTERPRISES: Fox's Bagel & Deli Hits Chapter 11 Bankruptcy
GAUCHO GROUP: Grosses $427K From Private Placement Offering
GAUCHO GROUP: Responds to Argentina President's Recent Measures
GENESIS CARE: Sutter Health, 2 Others Selected as Winning Bidders
GRAND STREET: Seeks to Hire Helbing Law as Bankruptcy Counsel
GRAY MATTER: Case Summary & 20 Largest Unsecured Creditors
GRO-MOR PLANT: Seeks to Hire CGA Law Firm as Bankruptcy Counsel
HEARGEN LLC: Gets OK to Hire Allan D. NewDelman as Legal Counsel
HEARTLAND CABINETRY: Seeks $400,000 DIP Loan from MapleMark
HEYWOOD HEALTHCARE: Seeks to Hire 'Ordinary Course' Professionals
HYSSOP LLC: Hires Morrison-Tenenbaum PLLC as Legal Counsel
JSMITH CIVIL: Taps Windle Terry Bimbo Construction Law as Counsel
K & H AUTOMOTIVE: Unsecureds to Get $2,500 per Month for 60 Months
KASPIEN HOLDINGS: Incurs $1.8 Million Net Loss in Third Quarter
KASPIEN HOLDINGS: Inks Severance Agreements With Execs
KASPIEN HOLDINGS: To Wind Down Operations; Delists From OTCQB
KING DRIVE: Seeks Approval to Hire Hyland Engineering
KIRBY CONSTRUCTION: Unsecureds Will Get 33.15% over 36 Months
LA MOUNT GROUP: Seeks to Hire Goering & Goering as Legal Counsel
LA PKWY 2 LLC: Hires De Leo Law Firm LLC as Counsel
LANCASTER TRENCHING: Voluntary Chapter 11 Case Summary
LBU FRANCHISES: Wins Cash Access, DIP Loan from Fox on Final Basis
LEGACY-XSPIRE: Seeks to Tap Hill Ward Henderson as Special Counsel
LIVINGSTON TOWNSHIP: Seeks to Hire Baird Engineering as Surveyor
MERIDIAN INVENTORY: Unsecured Creditors to Split $1.4M in Plan
MINIM INC: Agrees With Slingshot to Convert $1M Debt Into Equity
MM MECHANICAL: Hires CliftonLarsonAllen LLP as Accountant
NCR VOYIX: Fitch Assigns 'BB+' Rating to New $700MM Secured Loans
NEAR INTELLIGENCE: Court OKs $16MM DIP Loan from Blue Torch
NOGIN INC: U.S. Trustee Appoints Creditors' Committee
OPTIVIEW 360: Seeks to Tap Latham, Luna, Eden & Beaudine as Counsel
PALATIN TECHNOLOGIES: NYSE Accepts Listing Compliance Plan
PARTS ID: Issues $2.3 Million Amended Note to CIO and CEO
PERSIMMON HOLLOW: Gets OK to Hire Thames | Markey as Legal Counsel
PIONEER INTER-DEVELOPMENT: Kozyak Tropin Represents Homeowners
POLYSIGN INC: January 2024 Public Sale Auction Set
PROVIDENT GROUP: S&P Affirms 'BB' Rating on 2022A Senior Notes
RAWHIDE MINING: Case Summary & 20 Largest Unsecured Creditors
RELIABLE CASTINGS: Updates Spectrum Secured Claims; Amends Plan
RENALYTIX PLC: Repays $1.1 Million of Convertible Bond
RITE AID: Paul, Weiss & Fox Rothschild Update List of Noteholders
RLI SOLUTIONS: Continued Operations or Sale Proceeds to Fund Plan
RUDOLPH GIULIANI: Files for Chapter 11 Amid $148-Mil. Verdict
SAVVYAN TECHNOLOGIES: Hires Joyce W. Lindauer Attorney as Counsel
SHAWCOR LTD: S&P Alters Outlook to Positive, Affirms 'BB-' LT ICR
SONAVATION INC: Files Amendment to Disclosure Statement
SONOMA PHARMACEUTICALS: Signs Equity Distribution Deal With Maxim
SORRENTO THERAPEUTICS: Shareholders Lose Bid for Jones Probe
STIMWAVE TECHNOLOGIES: Buyer Slams Former CEO's Domain Claim
TACO BUS 01: Hires Buddy D. Ford P.A. as Legal Counsel
TEHUM CARE: Pitches $54-Mil. Settlement to Creditors in Chapter 11
TIMBER PHARMACEUTICALS: Court OKs $13.9MM DIP Loan from LEO US
TMC MANAGEMENT: Case Summary & 10 Unsecured Creditors
TOPPOS LLC: Northpoint Seeks Chapter 11 Trustee Appointment
TROIKA MEDIA: U.S. Trustee Appoints Creditors' Committee
TWO RIVERS FARMS: Hires Buechler Law Office LLC as Counsel
US STEEL: S&P Places 'BB-' ICR on CreditWatch Positive
VOYAGER TRAVEL: Unsecured Creditors to Split $142K over 36 Months
WATER GREMLIN: Seeks to Hire Brown Rudnick LLP as Counsel
WATER GREMLIN: Seeks to Hire Cole Schotz as Delaware Counsel
WATER GREMLIN: Seeks to Hire Province LLC as Financial Advisor
WINDOW SELECT: Updates Liquidating Plan Disclosures
[*] BOOK REVIEW: The Phoenix Effect
[*] Two Ervin Cohen Partners Named to Leaders of Influence List
*********
111-25 116 LLC: Seeks to Hire Jacobs P.C. as Counsel
----------------------------------------------------
111-25 116 LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Jacobs P.C. as counsel.
The firm will provide these services:
a. assisting in administering the Debtor's Chapter 11 case;
b. making such motions or taking such action as may be
appropriate or necessary under the Bankruptcy Code;
c. taking such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
d. negotiating with creditors in formulating a plan of
reorganization for the Debtor;
e. drafting and prosecuting the confirmation of the Debtor's
plan of reorganization; and
f. rendering such additional services as the Debtor may require
in this case.
The firm will be paid at these rates:
Attorneys $400 to $1,200 per hour
Paralegals $300 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The initial retainer is $19,789.
Leo Jacobs, Esq., a partner at Jacobs P.C., disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Leo Jacobs, Esq.
Jacobs P.C.
595 Madison Avenue, 39th Floor
New York, NY 10022
Tel: (212) 229-0476
Email: leo@jacobspc.com
About 111-25 116 LLC
111-25 116 LLC in South Richmond Hill, NY, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
23-44047) on November 2, 2023, listing $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. Lata D. Dass as
owner, signed the petition.
Judge Jil Mazer-Marino oversees the case.
JACOBS PC serve as the Debtor's legal counsel.
1376 CHURCH: Seeks to Tap Michael Jay Berger as Bankruptcy Counsel
------------------------------------------------------------------
1376 Church, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ the Law Offices of
Michael Jay Berger as counsel.
The firm's services include:
(a) communicate with creditors of the Debtor;
(b) review the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
(c) advise the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
(d) work to bring the Debtor into full compliance with
reporting requirements of the Office of the United States Trustee;
(e) prepare status reports as required by the court;
(f) respond to any motions filed in the Debtor's bankruptcy
proceedings; and
(g) prepare a Chapter 11 Plan of Reorganization for the
Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Michael Jay Berger $595
Sofya Davtyan, Partner $545
Robert Poteete $435
Senior Paralegals and Law Clerks $250
Paralegals $200
The firm received a retainer of $25,000.
Michael Jay Berger, Esq., a partner at Law Offices of Michael Jay
Berger, 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:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About 1376 Church LLC
1376 Church, LLC is a San Francisco, Cal.-based company engaged in
activities related to real estate.
1376 Church sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30817) on Nov.
29, 2023, listing up to $10 million in both assets and liabilities.
Tony Garnicki, managing member, signed the petition.
The Debtor tapped the Law Offices of Michael Jay Berger as
bankruptcy counsel.
1778 DEAN ST: Seeks to Hire Narissa A. Joseph as Bankruptcy Counsel
-------------------------------------------------------------------
1778 Dean St LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ the Law Office of
Narissa A. Joseph as counsel.
The firm will render these services:
(a) consult with the Debtor concerning the administration of
the Chapter 11 case;
(b) investigate the Debtor's past transactions, commence
actions with respect to its avoiding powers under the Bankruptcy
Code; and advise with respect to transactions entered into during
the pendency of its case;
(c) assist the Debtor in the formation of a Chapter 11 plan;
and
(d) perform any and all such other legal services as may be
required by the Debtor in the interest of the estate.
The hourly rates of the firm's counsel and staff are as follows:
Partners $350 - $400
Associates $275 - $300
Clerks and Paraprofessionals $75 - $100
Ms. Joseph disclosed in a court filing that she is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Narissa A. Joseph, Esq.
Law Office of Narissa A. Joseph
305 Broadway Suite 1001
New York, NY 10007
Telephone: (212) 233-3060
Facsimile: (646) 607-3335
Email: njosephlaw@aol.com
About 1778 Dean St LLC
1778 Dean St LLC owns a three family house located at 1778 Dean
Street, Brooklyn, NY valued at $1.13 million.
1778 Dean St LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43261) on Sept. 14,
2023. In the petition filed by Morias Dicks, president, the Debtor
reports total assets of $1,128,600 and total liabilities of
$699,121.
Judge Elizabeth S. Stong oversees the case.
The Law Office of Narissa A. Joseph represents the Debtor as legal
counsel.
206 KENT INVESTOR: Lender Sets Auctions for January 2024
--------------------------------------------------------
By virtue of default under loans in the aggregate principal amount
of up to $84,250,000, as evidence by that certain consolidated,
amended and restated note ("land loan note"), the building loan
note, the project loan note, together with the land loan note, the
consolidated, amended and restated mortgage and security agreement,
the building mortgage and security agreement, the project mortgage,
and security agreement, as secured by (i) that certain ownership
interests pledge and security agreement, pledging the membership
interest, duly executed on Feb. 10, 2020, by 206 Kent Investor II
LLC ("pledgor") and in accordance with its rights as holder of the
security, G4 18201 LLC ("secured party") by virtue of possession of
that certain share certificate held in accordance with Article 8 of
the Uniform Commercial Code of the State of New York and by that
certain UCC filing statement in favor of secured party all in
accordance with Article 8 of the code, and (ii) that certain
ownership interests pledge and security agreement, pledging the
membership interest, duly executed on Feb. 10, 2020 by 206 Kent
Holding LLC ("pledgor 2") and in accordance with its rights as
holder of the security, Secured Party, by virtue of possession of
that certain share certificate held in accordance with Article 8 of
the code and by that certain UCC1 filing statement in favor of
secured party all in accordance with Article 9 of the code, Mannion
Auctions LLC under the direction of Matthew D. Mannion, will
conduct a public sale consisting the pledged interest via online
bidding on Jan. 23, 2024, at 4:00 p.m. in satisfaction of an
indebtedness in the approximate amount of $140,475,819 including
principal, interest on principal and reasonable fees and costs,
plus default interest through Jan. 23, 2024, subject to open
charges and all additional costs, fee and disbursements permitted
by law. The secured party reserves the right to credit bid.
Online bidding will be made available via zoom meeting: meeting
link: https://bit.ly.KentUCC; meeting ID: 863 6836 2226; Passcode:
663883; On Tap Mobile: +16469313860,,86368362226#,,,,*663883# US;
Dial by your location: +1 646 931 3860 US.
Interested parties who intend to bid on pledged interest must
contact Greg Corbin at North Point Real Estate Group, 433 Fifth
Avenue, 4th Floor, New York, New York 10016, (212) 419-8101,
greg@northpointreg.com, to receive the terms and conditions of sale
and bidding instructions by Jan. 19, 2024, by 4:00 p.m.
383 VALENCIA: Hires Law Offices of Robert Goldstein as Counsel
--------------------------------------------------------------
383 Valencia, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ Law Offices of
Robert Goldstein as bankruptcy counsel to represent and continue to
assist in administration of this Chapter 11 case.
The firm will be paid at these rates:
Robert Goldstein $550 per hour
Eduardo Gonzales, Associate Attorney $450 per hour
Keith Bryson, Paraprofessional $175 per hour
The firm will be paid a retainer in the amount of $12,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert Goldstein, Esq., a partner at Law Offices of Robert
Goldstein, 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:
Robert Goldstein, Esq.
LAW OFFICES OF ROBERT GOLDSTEIN
100 Bush Street, Suite 501
San Francisco, CA 94104
Tel: (415) 391-8710
Fax: (415) 391-8701
About 383 Valencia, Inc.
383 Valencia Inc. filed Chapter 11 petition (Bankr. N.D. Calif.
Case No. 23-30550) on Aug. 15, 2023, with $50,001 to $100,000 in
assets and $100,001 to $500,000 in liabilities. Judge Dennis
Montali oversees the case.
Robert L. Goldstein, Esq., at the Law Offices of Robert L.
Goldstein represents the Debtor as bankruptcy counsel.
4E BRANDS: Isgur's Friendship With Jones Not Ground for Recusal
---------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Houston bankruptcy judge
Marvin Isgur can continue handling a corporate Chapter 11 case
assigned to him following the sudden resignation of his close
friend and former colleague, David Jones.
A creditor's call to have Isgur recused from the bankruptcy
proceedings for 4E Brands Northamerica LLC based on his past with
Jones doesn't hold up to scrutiny of whether there's an "appearance
of impropriety," Judge Eduardo V. Rodriguez of the US Bankruptcy
Court for the Southern District of Texas ruled Friday, December 15,
2023.
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.
717 ARMORY: Hires Denk & Associates PC as Accountant
----------------------------------------------------
717 Armory, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Pennsylvania to employ Denk & Associates, PC
as accountant.
The firm will provide the Debtor accounting services, tax returns,
a possible sales tax audit and assistance with the Chapter 11
case.
The firm will be paid at these rates:
Principal $195 per hour
Accounting Staff $95 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gregory Denk, CPA, a partner at Denk & Associates, PC, 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:
Gregory Denk, CPA
Denk & Associates, PC
4755 Linglestown Road #207
Harrisburg, PA 17112
Tel: (717) 652-4952
About 717 Armory, LLC
717 Armory LLC is a limited liability company engaged in the sale
and use training of firearms and operations of a gun and archery
range.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Pa. Case No. 23-02284) on Oct. 4, 2023. In the
petition signed by Patrick R. Connaghan, member, the Debtor
disclosed up to $10 million.
The Honorable Bankruptcy Judge Henry W Van Eck oversees the case.
The Debtor is represented by Robert E Chernicoff, Esq. of
Cunningham and Chernicoff PC.
A1 PROPERTIES: Seeks Court Approval to Hire Outside Counsel
-----------------------------------------------------------
A1 Properties KC LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Missouri to employ The Law Offices of
Anderson & Associates as outside counsel.
The Debtor requires an outside counsel to represent it in eviction
proceedings against the renters of the properties it manages.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $300
Paralegals $150
Julie Anderson, Esq., an attorney at The Law Offices of Anderson &
Associates, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Julie A. Anderson, Esq.
The Law Offices of Anderson & Associates
900 Lafayette Street, Suite 706
Santa Clara, CA 95050
Telephone: (408) 247-6500
About A1 Properties KC
A1 Properties KC, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-41518) on
Oct. 30, 2023, with up to $50,000 in assets and up to $1 million in
liabilities.
Judge Brian T. Fenimore oversees the case.
The Debtor tapped Colin N. Gotham, Esq., at Evans & Mullinix, PA as
legal counsel and The Law Offices of Anderson & Associates as
outside counsel.
AIR CANADA: Fitch Hikes LongTerm IDR to 'BB-', Outlook Positive
---------------------------------------------------------------
Fitch Ratings has upgraded Air Canada's long-term IDR to 'BB-' from
'B+'. The Rating Outlook is Positive. Fitch has also upgraded Air
Canada's senior secured debt ratings to 'BB+'/'RR2' from
'BB'/'RR2'.
The upgrade reflects Air Canada's improving credit metrics and
sustained efforts towards de-leveraging. Solid operating margins
thus far in 2023 have allowed the airline to pay down debt while
maintaining liquidity. Fitch expects Air Canada to end the year
with gross leverage around 3.8x, with continued improvements
thereafter.
Air Canada's 'BB-' rating is supported by its solid liquidity
balance, which provides protection in the case of a downturn. Cash
and revolver capacity remain healthy relative to peers, positioning
the company well to address upcoming debt maturities and spending
needs. Air Canada also retains significant financial flexibility
from unencumbered assets, including its loyalty program, to support
capital raises if needed.
Fitch has upgraded Air Canada's 2017-1 class AA certificates to
'AA' from AA-' and 2020-2 class A certificates to 'A' from 'A-'.
Fitch has also upgraded Air Canada's 2020-2 class B certificates to
'BBB' from 'BBB-' and affirmed its remaining enhanced equipment
trust certificate (EETC) ratings. The upgrades are driven by
increasing collateral coverage along with support from Air Canada's
improving credit profile. Stable and improving 777 aircraft values
also benefit certain transactions.
KEY RATING DRIVERS
Deleveraging Progress: Air Canada maintains conservative financial
policies that Fitch views as supportive of the rating. The company
maintains a public net leverage target of 1.5x by YE 2024, and has
prepaid more than CAD$1.2 billion in debt in the first three
quarters of 2023. Fitch believes that normalized post-pandemic
profitability will drive further de-leveraging over time. Fitch
expects Air Canada to end 2023 with gross leverage of around 3.8x,
an improvement over the prior forecast driven by debt repayment and
better than expected profitability this year. Fitch anticipates
that leverage will trend toward 3x over the next 2-3 years, though
further capacity to prepay debt may be limited by upcoming capital
spending needs.
Improved Profit Margins: Growing demand and supportive unit
revenues combined with more moderate fuel prices have driven margin
performance above Fitch's prior expectations this year. Fitch's
forecast includes consistent EBITDAR margin generation remaining
roughly stable in the mid-teen range through the forecast period.
Margins will face headwinds from rising labor rates and domestic
competition. Challenges are likely to be offset by efficiencies
gained as Air Canada continues to expand capacity, achieves
benefits from its fleet renewal, and continues to grow its loyalty
program.
Air Canada is currently in negotiations with its pilot's union,
which is likely to result in significant pay increases as pilots
push for similar improvements gained by other unions this year.
Canadian competitor WestJet recently reached a deal with its pilots
that included a 24% pay increase over four years. A similar deal
would likely create a headwind to unit costs in the low single
digit range. Canadian low-cost carriers also continue to compete
aggressively; however, they remain relatively small and their
long-term viability is uncertain.
Positive Demand Trends: Fitch expects to see continued growth in
Canadian air traffic in 2024 as demand fully recovers to
pre-pandemic levels. After initially lagging the U.S. in traffic
recovery, Canadian traffic improved significantly in 2023 with
daily passenger counts now typically down in the single digits
compared to 2019. International demand has been particularly
strong, which benefits Air Canada's internationally focused route
network. Fitch expects that demand in the Atlantic region may slow
next year from elevated levels in 2023, but traffic to Asia remains
low and has further room to recover. Longer-term international
demand is also supported by a large immigrant population settling
in Canada, which benefits Air Canada as the country's leading
international carrier.
Heavier Upcoming Capital Spending: Air Canada placed an order for
18 787-10s in September 2023. This will push up capital spending in
the 2025-2027 time frame and limit FCF generation. Fitch expects
Air Canada to generate mid-single digit FCF margins in 2023,
modestly positive FCF in 2024 and 2025, and negative FCF in 2026
when capital expenditures peak. Fitch views capital commitments as
manageable in light of Air Canada's healthy liquidity balance,
prospects for improving cash flows from operations and the
finance-ability of the aircraft. Limited FCF is balanced by the
efficiencies to be gained as the 787s replace aging widebody
aircraft, reducing fuel burn and maintenance requirements. The 787
order is part of Air Canada's ongoing fleet modernization efforts,
which include replacing older A320s and A321s with efficient A220s
and A321 XLRs.
Solid Financial Flexibility: Fitch views Air Canada's financial
flexibility as supportive for the rating. The company reports that
recent aircraft debt prepayments have brought the value of its
unencumbered assets to CAD$6.7 billion, a sizeable balance that can
be leveraged in the case of future downturns. This value excludes
Air Canada's loyalty program, which other airlines have
successfully tapped to raise significant capital. Upcoming debt
maturities are also manageable. Scheduled principal maturities
total CAD$378 million in 2024 and CAD $1.1 billion in 2025 before
stepping up to CAD $2.4 billion in 2026 with the maturity of its
$1.2 billion senior secured notes. Fitch expects maturities to be
managed via existing cash on hand and potential financing of
new-delivery aircraft.
EETC RATINGS
Class AA Upgrade: Fitch has upgraded Air Canada's 2017-1 class AA
certificates to 'AA' from 'AA-'. Fitch's 'AA' level stress LTV for
the class AA certificates improved to 85% from 88% in the prior
review, providing a sufficient amount of headroom within the rating
category. Fitch rated the transaction at 'AA-' in previous reviews,
partly reflecting pandemic-related risks which have since subsided.
High quality collateral pool including the 737 MAX 8 and 787-9 and
Air Canada's improved credit profile also provide support to the
rating.
Class A Upgrade: Fitch has also upgraded the 2020-2 class A
certificates to 'A' from 'A-'. Fitch's 'A' level stress scenario
LTV for the class A certificates modestly improved to 83% since the
last review. While LTVs has been steady, qualitative factors
including stabilization of the 777 values and Air Canada's stronger
credit profile in the 'BB' category drive the rating upgrade.
Class A Affirmations: Fitch has affirmed Air Canada's 2017-1 and
2015-1 class A certificates at 'A' and the 2013-1 class A at 'BBB'.
The 2017 and 2015 class A certificates continue to pass Fitch's 'A'
level stress with significant headroom at 86% and 78%,
respectively, a moderate improvement since last review. Although
the 2015-1 pool consists entirely of 787s, the transaction's strong
LTV and the high quality of the aircraft mitigate the lack of
diversification, supporting the 'A' rating.
Fitch has also affirmed Air Canada's 2013-1 Class A certificates at
'BBB'. The 2013-1 class A certificates fail to pass Fitch's 'BBB'
level stress scenario due to the depressed 777 values. Fitch rates
the class A via a bottom-up approach which is typically applied to
subordinated tranches. Class A benefits from a 4-notch uplift from
Air Canada's 'BB-' IDR for a strong affirmation factor (+2), a
presence of liquidity facility (+1) and strong recovery prospects
(+1).
Stress adjustment: In Fitch's analysis for the 777-200LR and
777-300ER, Fitch has adjusted downward their base values used in
its EETC models to account for one appraisal firm with values that
were notably above estimates provided by peers. The adjustments
account for a 3% to 9% decrease in 777 values from appraised
values.
LTV Summary:
AC 2020-2 class A: Base Case - 61%, 'A' Stress Case - 83%
AC 2017-1 class AA: Base Case - 52%, 'AA' Stress Case - 85%
AC 2017-1 class A: Base Case - 69%, 'A' Stress Case - 86%
AC 2015-1 class A: Base Case - 62%, 'A' Stress Case - 78%
AC 2013-1 class A: Base Case - 81%, 'BBB' Stress Case 113%
Subordinated Tranche Ratings: Fitch notches subordinated tranche
EETC ratings from Air Canada's 'BB-' IDR based on three primary
variables: 1) the affirmation factor (0-2 notches) 2) the presence
of a liquidity facility, (0-1 notch) and 3) recovery prospects (0-1
notch). As per Fitch's criteria, as the airline's IDR moves up to
the 'BB' category from 'B', the affirmation factor notching reduces
by to 0-2 notches from 0-3 notches.
Class B Upgrade: Fitch has upgraded Air Canada's 2020-2 Class B
certificates to 'BBB' from 'BBB-', reflecting a four-notch uplift
from Air Canada's 'BB-' IDR. Despite recovery prospects well above
91%, Fitch has historically restrained from assigning recovery
uplift to the transaction due to uncertainties around aircraft
values, especially the 777 through the pandemic, and Air Canada's
'B' category corporate credit rating. As aircraft values have
stabilized and concerns around Air Canada's credit profile reduced,
Fitch has applied a +1 uplift for recovery prospects, bringing
total notching to +4 (with +2 for high affirmation factor and +1
for a liquidity facility). The 2020-2 holds approximately 9% of Air
Canada's widebody aircraft which are important to Air Canada's
international and leisure markets, supporting the transaction's
high affirmation factor.
Class B Affirmations: Fitch has affirmed Air Canada's 2017-1 class
B certificates at 'BBB'. Fitch rates the transaction at the same
level as the 2020-2 class B and two notches higher than the 2013-1
class B, reflecting stronger recovery expectations for the 2017-1
and 2020-2. The 2017-1 class B benefits from a four-notch uplift
from Air Canada's 'BB-' IDR, including +2 for a high affirmation
factor, +1 for a liquidity facility and +1 for strong recovery
prospects. High affirmation factor is supported by high quality
collateral that includes a good amount of young and strategic 737
MAX 8s and 787-9s
Fitch has also affirmed the 2013-1 class B certificate at 'BB+'.
The rating is achieved by a 2-notch uplift from Air Canada 'BB-'
IDR. The uplift consists of +2 for a high affirmation, +1 for a
liquidity facility and -1 adjustment for poor recovery prospects
due to depressed values for the 777s. Fitch maintains a high
affirmation factor for the transaction as the 777-300ER is
strategically important as it is currently Air Canada's only option
for serving high density, long-haul routes. The five 777s in the
2013-1 transaction also represent some of the newest and most
attractive in AC's 777 fleet.
DERIVATION SUMMARY
Air Canada's 'BB-' rating is one notch above peers American
Airlines and United Airlines. Air Canada's financial metrics
compare favorably to American's, with gross leverage and fixed
charge coverage ratios both favorable to American's. United's
leverage metric is currently modestly below Air Canada'; however,
this is offset by Fitch's expectations that United's FCF profile
will be weaker than Air Canada's through its forecast period. Air
Canada remains two notches below Delta Air Lines, which benefits
from better leverage metrics, along with beneficial size and scale.
Air Canada's market position in the duopolistic Canadian market is
favorable to the heavily competitive U.S. market.
EETC RATINGS
The 'AA' rating for the class 2017-1 AA certificates is generally
stronger than those in comparable United Airlines transactions due
to United exposure to 777-300ERs. The 'A' ratings on Air Canada's
class A certificates are similar to transactions issued by United,
American, and others that all feature sufficient levels of
overcollateralization to pass Fitch's 'A' level stress scenarios.
Air Canada's class B certificates are generally rated higher than
comparable transactions in United's EETCs. Air Canada's
transactions receive higher affirmation factors than United's
because a large portion of United's fleet is tied up in a single
EETC transaction, which limits the affirmation factor for its
remaining EETCs. Air Canada's fleet planning is also relatively
gradual compared to United's aggressive fleet upgrade plan. Air
Canada's transactions, except for 2013-1, receive recovery uplift
from higher recovery prospects as they are less exposed to the
777s.
KEY ASSUMPTIONS
Fitch's base case assumes:
- Air Traffic continues to grow in Canada in 2024, rebounding from
pandemic lows.
- Capacity grows 20% in 2023, in line with management's public
projections, bringing FY 2023 capacity to just under 90% of 2019
levels. Capacity grows by another 8% next year, bringing 2024
capacity to within 5% of 2019 levels. Capacity growth thereafter is
in the low single digits.
- Load factors remain steady in the low to mid 80% range.
- Yields increase in the mid-single digits in 2023 reflecting
results through the first nine months. Thereafter, yields rise in
the low single digits annually reflecting general inflationary
influences on ticket prices.
- Jet Fuel prices in 2023 at 118/litre, equivalent to the mid
$3.30/gallon range in the U.S., which would reflect Brent crude
prices in the 80s. Jet declines to 100/litre over the forecast
period, remaining elevated above historical levels.
- Non-fuel cost per available seat mile (CASM) rises by 1.5% in
2023, in line with management guidance. CASM ex is roughly flat
next year as cost headwinds are offset by efficiencies gained as
the company restores capacity.
- Operating margins rebound to near historical levels over the next
two years.
- Capital spending reflects management's forecast.
EETCs
- Key assumptions within the rating case for the issuer include a
harsh downside scenario in which Air Canada declares bankruptcy,
chooses to reject the collateral aircraft, and where the aircraft
are remarketed in the midst of a severe slump in aircraft values.
An Air Canada bankruptcy is hypothetical and is not Fitch's current
expectation as reflected in the airlines's 'BB-' IDR. Fitch's
models also incorporate a full draw on liquidity facilities and
include assumptions for repossession and remarketing costs.
- Fitch's recovery analyses for subordinated tranches utilize
Fitch's 'BB' level stress tests and include a full draw on
liquidity facilities and assumptions for repossessions and
remarketing costs.
- Fitch's analysis incorporates a 6% annual depreciation rate for
Tier 1 aircraft, a 7% annual depreciation rate for Tier 2 aircraft
and 8% annual depreciation rate for Tier 3 aircraft.
- Value stress assumptions utilized in Fitch's models:
777-300ER: A level - 35%;
777-200LR: A level - 45%
737 MAX 8: AA level - 40%, A level - 20%;
787-9: A level - 25%;
787-8: A level - 30%;
A321-200: A level - 25%.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Adjusted debt/EBITDAR trending below 3.5x;
- FFO fixed-charge coverage trending above 3x;
- EBITDAR Margins sustained in the upper teens or better;
- Neutral to positive sustained FCF;
- Maintaining or increasing financial flexibility evidenced by
increasing unencumbered assets.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Adjusted debt/EBITDAR sustained above 4.5x;
- FFO fixed charge coverage sustained below 2x;
- EBITDAR margins declining to the low teens or below.
EETCs
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Ratings for the class AA and A certificates are primarily based
on a top-down analysis based on the value of the collateral. The
ratings could be upgraded if collateral coverage continues to
improve as the debt amortizes.
- 2013-1 class A certificates and other transactions' class B
certificates ratings are based off of the underlying issuer rating.
The ratings could be upgraded if Air Canada's IDR is further
upgraded.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
A negative rating action for the class AA and A certificates could
be driven by an unexpected decline in collateral values.
- The 2013-1 class A certificates are rated based on a bottom-up
approach. A negative rating action for the 2013 class A
certificates could occur if an unexpected decline in 777 values
drives recovery prospects below 91%, if Fitch downgrades Air
Canada's IDR, and/or if Fitch's assessment of the transactions'
affirmation factors change.
- Subordinated tranche ratings are based on Air Canada's underlying
airline IDR of 'BB-' and are sensitive to a change in the airline's
corporate rating. The ratings are also subject to recovery
expectations in a stress scenario and changes in Fitch's view of
the affirmation factors for the underlying collateral.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: Air Canada ended the third quarter with CAD$8.3
billion in cash and short-term investments and full availability
under both its US$600 million revolver and CAD 200 million
revolvers. Total liquidity is more than 40% of LTM revenue, putting
Air Canada above U.S. peers by this measure. Liquidity remains well
above pre-pandemic levels despite the company pre-paying some debt
as an improving operating environment allowed the company to
generate positive FCF. Fitch considers Air Canada's liquidity
balance to be more than sufficient to cover near-term obligations.
Upcoming debt maturities are manageable at CAD378 million in 2024
and CAD 1.1 billion in 2025 and $2.4 billion in 2026.
Air Canada's debt stack primarily consists of CAD 6.7 billion in
debt secured by its slots, gates and routes (SGR) credit facility
completed in mid-2021. The facility consists of CAD 2 billion of
secured notes due in 2029, $1.6 billion of notes due in 2026, a
$3.1 billion TLB maturing in 2028 and a $600 million revolver due
in 2025.
The company also has CAD 1.05 billion outstanding on a credit
facility provided by the Canadian government that was utilized to
issue refunds for flights cancelled during the pandemic. The credit
facility is unsecured, has a seven-year term, and has a 1.21%
coupon.
The remainder of the company's debt primarily consists of aircraft
secured EETCs and other aircraft financings.
ISSUER PROFILE
Air Canada is Canada's largest airline, serving more than 200
destinations with a fleet of 354 aircraft (mainline and regional).
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Air Canada LT IDR BB- Upgrade B+
senior secured LT BB+ Upgrade RR2 BB
Air Canada Pass
Through Trust
Series 2020-2
senior secured LT A Upgrade A-
senior secured LT BBB Upgrade BBB-
Air Canada Pass
Through Trust
Series 2017-1
senior secured LT AA Upgrade AA-
senior secured LT A Affirmed A
senior secured LT BBB Affirmed BBB
Air Canada Pass
Through Trust
Series 2015-1
senior secured LT A Affirmed A
Air Canada Pass
Through Trust
2013-1 Pass
Through Trust
senior secured LT BBB Affirmed BBB
senior secured LT BB+ Affirmed BB+
ALPINE SUMMIT: Seeks to Hire White & Case as Litigation Counsel
---------------------------------------------------------------
Alpine Summit Energy Partners, Inc. and its affiliates seek
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ White & Case, LLP as special litigation
counsel.
The Debtors need a litigation counsel to defend against the claims
in the adversary proceeding styled Alpine Summit Funding, LLC v.
Alpine Summit Energy Partners, Inc., et al., Adv. Pro. No.
23-03213.
The firm will charge these hourly fees:
Partners $1,370 - $2,100
Counsel $1,310
Associates $740 - $1,270
Paraprofessionals $215 - $640
In addition, the firm will seek reimbursement for expenses
incurred.
Gregory Pesce, Esq., a partner at White & Case, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gregory F. Pesce, Esq.
White & Case, LLP
111 South Wacker Drive, Suite 5100
Chicago, IL 60606
Telephone: (312) 881-5400
Facsimile: (312) 881-5450
Email: gpesce@whitecase.com
About Alpine Summit Energy Partners
Alpine Summit Energy Partners Inc. and its affiliates develop, own,
and operate oil and gas properties in several formations in Texas.
Alpine Summit Energy Partners and its affiliates, including HB2
Origination, LLC, sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90739) on July
5, 2023. In the petition filed by Craig Perry, CEO and Chairman of
Board of Directors, Alpine Summit Energy Partners estimated assets
up to $50,000 and liabilities between $500,000 and $1 million.
Affiliate Ageron Energy II, LLC estimated $100 million to $500
million in assets and $1 million to $10 million in liabilities.
Affiliate HB2 Origination, LLC estimated $100 million to $500
million in assets and $50 million to $100 million in liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Porter Hedges, LLP as counsel; Houlihan Lokey
Capital, Inc. as investment banker; Huron Consulting Services, LLC
as financial advisor; and White & Case LLP as special litigation
counsel. Kroll Restructuring Administration, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Reed Smith, LLP as bankruptcy counsel and Huron
Consulting Services, LLC as restructuring advisor. Ryan Bouley of
Huron serves as chief restructuring officer.
ALTERYX INC: To Be Taken Private by PE Firms for $4.4 Billion
-------------------------------------------------------------
Alteryx, Inc. (NYSE: AYX), the Analytics Cloud Platform company, on
Dec. 18, 2023, announced that it has entered into a definitive
agreement to be acquired by Clearlake Capital Group, L.P. and
Insight Partners, two global private equity firms, in a transaction
valued at $4.4 billion, including debt. Upon completion of the
transaction, Alteryx will become a privately held company.
Under the terms of the agreement, Alteryx stockholders will receive
$48.25 per share in cash for each share of Alteryx Class A or Class
B common stock that they own. The per share purchase price
represents a 59% premium to Alteryx's unaffected closing stock
price on September 5, 2023, the last full trading day prior to
media reports regarding a possible sale transaction.
"We're pleased to announce our agreement with Clearlake and
Insight. In addition to delivering significant and certain cash
value to our stockholders, this transaction will provide increased
working capital and industry expertise, and the flexibility as a
private company. Together, we will make investments that matter
most to our customers and accelerate our mission of harnessing the
power of analytics to enable customers all over the world to
transform data into a breakthrough," said Mark Anderson, CEO of
Alteryx. "Over the past several years, we've executed a
comprehensive transformation strategy to enhance our go-to-market
capabilities and establish a strong cloud and AI innovation
roadmap. We are excited to partner with Clearlake and Insight for
the next stage of Alteryx's journey. Both Clearlake and Insight
have great respect for our mission, people and technology, and they
look forward to helping our company -- and in turn our customers
and partners -- be even more successful. I would like to thank our
talented employees, whose hard work and dedication have helped us
reach this milestone and will continue to fuel our success."
"When we founded Alteryx in 1997, we did so with a vision for the
future of data science and analytics. Today, Alteryx stands out as
an industry leader with a differentiated platform that scales data
democratization in a governed manner," said Dean Stoecker,
Co-Founder and Executive Chairman of the Alteryx Board of
Directors. "Our agreement with Clearlake and Insight validates the
strength of our business and the value of Alteryx's capabilities
and innovation."
"As organizations become increasingly data driven and focused on
utilizing artificial intelligence (AI) technology, we see a
tremendous growth opportunity for Alteryx's new AI products and
feature-rich cloud solutions and to further its reputation as an
innovator in the data preparation and data analytics markets. We
believe Clearlake's sector expertise and O.P.S.(R) framework for
supporting company growth, coupled with Alteryx's talented team and
impactful mission, is a winning formula for enterprises looking to
use data to improve and scale their businesses," said Behdad
Eghbali, Co-Founder and Managing Partner, and Prashant Mehrotra,
Partner, at Clearlake. "We have long appreciated the Company's
best-in-class technology that enables users to transform data into
insights, and we are thrilled to support Alteryx as it continues to
push the industry forward with generative AI and machine learning
SaaS technologies, as well as its growing portfolio of
cloud-connected offerings."
"Insight first met Dean in 2006. After witnessing Alteryx's
evolution into a data prep and analytics leader, our partnership
began in 2014, coinciding with Alteryx's expansion into new
verticals and the development of a top-tier product," said Deven
Parekh and Ryan Hinkle, each a Managing Director at Insight
Partners. "Alteryx's success stands as a testament to their
visionary founder's exceptional ability in shaping the future of
software and technology -- a journey Insight takes great pride in
being a part of. We're looking forward to opening this new chapter
with Alteryx as they advance into the next phase of their growth
journey, focusing on cloud and AI/ML to create winning products."
Transaction Details
The transaction, which was approved and recommended by an
independent Special Committee of Alteryx's Board of Directors and
then approved by Alteryx's Board of Directors, is expected to close
in the first half of 2024, subject to customary closing conditions
and approvals, including approval by Alteryx stockholders and the
receipt of required regulatory approvals. Mr. Stoecker holds
approximately 49% of Alteryx's voting power and has entered into a
customary voting agreement to support the transaction. The
transaction is not subject to a financing condition or a "majority
of the minority" stockholder vote.
Upon completion of the transaction, Alteryx's common stock will no
longer be listed on any public stock exchange.
Advisors
Qatalyst Partners is serving as exclusive financial advisor, and
Wilson Sonsini Goodrich & Rosati, Professional Corporation and
Fenwick & West LLP are serving as legal advisors to Alteryx.
Houlihan Lokey, Inc., Goldman Sachs & Co. LLC, J.P. Morgan
Securities LLC, and Morgan Stanley & Co. LLC are serving as
financial advisors to Clearlake and Insight.
Sidley Austin LLP is serving as legal advisor to Clearlake.
Willkie Farr & Gallagher LLP is serving as legal advisor to
Insight.
About ALTERYX
Alteryx (NYSE: AYX) powers analytics for all with the award-winning
Alteryx Analytics Cloud Platform. With Alteryx, enterprises can
make intelligent decisions across their organizations with
automated, AI-driven insights. More than 8,000 customers globally
rely on Alteryx to democratize analytics across use cases and
deliver high-impact business outcomes. On the Web:
http://www.alteryx.com/
About Clearlake
Founded in 2006, Clearlake is an investment firm operating
integrated businesses across private equity, credit, and other
related strategies. With a sector-focused approach, the firm seeks
to partner with experienced management teams by providing patient,
long term capital to dynamic businesses that can benefit from
Clearlake's operational improvement approach, O.P.S. The firm's
core target sectors are technology, industrials, and consumer.
Clearlake currently has over $70 billion of assets under
management, and its senior investment principals have led or co-led
over 400 investments. The firm is headquartered in Santa Monica, CA
with affiliates in Dallas, TX, London, UK, Dublin, Ireland, and
Singapore.
About INSIGHT PARTNERS
Insight Partners is a global software investor partnering with
high-growth technology, software, and Internet startup and ScaleUp
companies that are driving transformative change in their
industries. As of June 30, 2023, the firm has over $80B in
regulatory assets under management. Insight Partners has invested
in more than 800 companies worldwide and has seen over 55 portfolio
companies achieve an IPO. Headquartered in New York City, Insight
has offices in London, Tel Aviv, and the Bay Area. Insight's
mission is to find, fund, and work successfully with visionary
executives, providing them with tailored, hands-on software
expertise along their growth journey, from their first investment
to IPO. On the Web: http://www.insightpartners.com/
AMERICAN ROOFING: Seeks to Hire Supple Law Office as Counsel
------------------------------------------------------------
American Roofing Products, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Supple Law Office PLLC as counsel.
The firm will render these services:
(a) advise the Debtor in the mattes arising in the
administration of these Chapter 11 proceedings;
(b) assist the Debtor in formulating a Plan of Reorganization
or Plan of Liquidation and represent the Debtor in efforts to
negotiate terms for reorganization in the best interest of all
creditors and parties-in-interest; and
(c) such other matters as properly require the services of
counsel in connection with this case and in the best interest of
the noted parties-in-interest.
The hourly rates of the firm's counsel and staff are as follows:
Joe M. Supple, Esq. $400
Paralegal $150
Supple received a retainer of $20,000 prior to the case filing.
Joe Supple, Esq., an attorney at Supple Law Office, 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:
Joe M. Supple, Esq.
Supple Law Office, PLLC
801 Viand Street
Point Pleasant, WV 25550
Telephone: (304) 675-6249
Email: joe.supple@supplelawoffice.com
About American Roofing Products
American Roofing Products, LLC filed a voluntary petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. W. Va.
Case No. 23-20211) on Nov. 30, 2023. In the petition signed by John
Blaker, member, American Roofing Products disclosed up to $10
million in both assets and liabilities.
Judge B. McKay Mignault oversees the case.
Joe M. Supple, Esq., at Supple Law Office, PLLC represents the
Debtor as bankruptcy counsel.
AMERICANAS SA: Obtains Majority Support for Restructuring Plan
--------------------------------------------------------------
Daniel Cancel of Bloomberg News reports that Americanas SA, the
Brazilian retailer that sank into bankruptcy protection at the
start of the year due to a massive accounting fraud, said that it
received a majority support for its debt restructuring plan ahead
of a creditor vote set for Tuesday, December 19, 2023.
Banco BTG Pactual SA and Banco Safra SA have now given their green
light, Americanas said in a regulatory filing. That brings the
total of unsecured creditors backing the plan to 57%, the company
said. Earlier this month, Banco Safra had challenged the debt
proposal seeking more information in courts.
About Americanas SA
Americanas was one of the largest diversified retail chains in
Brazil, with a wide platform of physical stores, robust e-commerce,
fintech, and has just entered into the niche food retail. It is
listed on B3, being indirectly controlled by billionaire Jorge
Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles.
The retailer nosedived in January 2023 after becoming mired in an
accounting scandal. The firm filed for bankruptcy at a court in
Rio de Janeiro on Jan. 19, 2023.
Americanas sought protection under Chapter 15 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White &
Case LLP, led by John K. Cunningham, is the U.S. counsel.
AMT TOPCO: S&P Lowers ICR to 'CCC' on Business Underperformance
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating and issue-level
ratings on AMT TopCo LLC to 'CCC' from 'CCC+'. The recovery rating
remains '3' and reflects its expectation of meaningful (50%-70%;
rounded estimate 55%) recovery in the event of payment default.
The negative outlook reflects S&P's expectation for continued weak
operating performance, sizable cash flow deficits, a weak liquidity
position, and potential for financial covenant violations in coming
months, which could lead to a default.
AMT's post-acute business is experiencing significant challenges
that are pressuring earnings and liquidity. S&P expects revenue
from AMT's post-acute business will decline by over 30% year over
year in the second half of 2023, stemming from loss of market
share, closure of customer facilities, and employee turnover. AMT
has lost over 1,000 facility relationships in 2023, far outpacing
its new customers. The company has invested in the post-acute
business to ensure full documentation is received prior to shipping
medical supplies in order to improve the collectability of its
revenues, but this investment has further strained liquidity. These
efforts are viewed as necessary as The Centers for Medicare and
Medicaid Services (CMS) audit activity has increased following the
end of the public health emergency.
S&P said, "While we expect the restructuring efforts will reduce
the volatility of revenues in the post-acute business and help
enable the post-acute business to return to growth in 2024, the
company's liquidity is limited constraining its ability to invest.
"We characterize AMT's liquidity as weak because uses of cash
exceed sources of liquidity, absent an unexpected cash infusion or
asset sales. As of Sept. 30, 2023, AMT had about $4.4 million of
cash and $26.1 million of availability under its revolving credit
facility. Subsequent to the end of the third quarter, the company
has drawn the full balance of its $40 million revolver. We believe
the company will need to reduce its balance to below $14 million by
the end of the quarter to avoid triggering and violating its
springing 4.75x maximum secured net leverage covenant. We believe
the company likely needs a cash infusion from its sponsors or an
amendment to its credit agreements to avoid a covenant breach
within the next 12 months. Furthermore, given the company's current
financial position, we could potentially view an amendment to the
credit agreement that revises payment terms without adequately
compensating lenders as a distressed exchange and classify it as a
default."
There is heightened uncertainty around Medicare reimbursement rates
in the company's outpatient business. The 2024 Final Medicare Rate
for hyperbaric oxygen (HBO) therapy, which was issued in November
2023, indicates a 41% reduction from its 2023 rate, in contrast to
the 7.5% rate increase it proposed in July 2023. Given the company
derives about two-thirds of its HBO revenues from Medicare (about
10% of total revenue), implementation of this new rate would have a
severe negative impact on margins. S&P said, "That said, our base
case is that this was merely an error, and will be corrected in
coming weeks, based on the extreme deviation between the proposed
and final rates, the lack of communication about a potential steep
rate cut, and analysis conducted by the American Hospital
Association and Alliance of Woundcare Stakeholders. However, given
the company's high leverage and strained liquidity position, we
believe AMT has limited capacity to absorb reimbursement rate
decreases, even for a limited period of time, even if they will
eventually be corrected to a higher reimbursement rate."
Moreover, uncertainty as to the eventual timing of a potential
corrective notice by CMS and what those rates would be, may further
complicate amending credit agreements any time soon. If the final
Medicare rate is not altered, S&P does not believe the company will
be able to meet its short-term financial obligations.
AMT's outpatient business has performed well in 2023 and the
company successfully controlled its costs. AMT's acute business is
experiencing volume and revenue growth in 2023, which has
materially improved segment-level operating income. That said, this
growth has been insufficient to fully offset the declines in the
post-acute business. Still, AMT has managed to keep EBITDA margins
relatively flat with 2022 levels due to cost controls and a
relatively flexible cost structure in its post-acute business.
S&P said, "Our negative outlook reflects our expectation for
ongoing weak operating performance in the post-acute business and
continued cash flow deficits, as well as AMT's weak liquidity
position, and potential covenant violations, which could result in
a default within the next 12 months.
"We would lower the ratings if the company announces an event we
consider tantamount to default, such as a below-par debt repayment,
it misses an interest or amortization payment, or if we believe a
default is likely to occur within the next six months."
S&P could take a positive rating action if:
-- AMT's liquidity position improves and its covenant cushion
increases; and
-- S&P believes the company can address its financial obligations
beyond the next 12 months.
ARCHDIOCESE OF BALTIMORE: Abuse Survivors Claims Due May 2024
-------------------------------------------------------------
James Nani of Bloomberg Law reports that child sexual abuse
survivors will have until the end of May to bring claims against
the bankrupt Archdiocese of Baltimore, a federal judge ruled
Monday, December 18, 2023.
Judge Michelle M. Harner of the US Bankruptcy Court for the
District of Maryland at a hearing Monday, December 18, 2024 said
she would set the deadline for those looking to bring claims
against the Baltimore archdiocese to May 31, unsecured creditors
committee attorney Alan M
About the Archdiocese of Baltimore
The Archdiocese of Baltimore operates as a non-profit religious
organization. The organization provides catholic charities,
chancery, pastoral council, policies, presbyteral council, and
child and youth protection.
The Archdiocese of Baltimore sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on Sept.
29,
2023. In the petition filed by Archbishop William E. Lori, the
Debtor estimated assets between $100 million and $500 million and
liabilities between $500 million and $1 billion.
The Debtor is represented by:
Catherine Keller Hopkin, Esq.
YVS Law, LLC
320 Cathedral Street
Baltimore, MD 21201
ARIAAZ LLC: Taps Broege, Neumann, Fischer & Shaver as Counsel
-------------------------------------------------------------
ARIAAZ, LLC seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to employ Broege, Neumann, Fischer & Shaver,
LLC as counsel.
The firm will render these legal services:
(a) advise the Debtor as to its duties under the Bankruptcy
Code;
(b) represent the Debtor at the §341(a) hearing and at any
meetings between the Debtor and creditors or creditors'
committees;
(c) assist the Debtor in obtaining the authorization of the
Bankruptcy Court to retain such accountants, appraisers or other
professionals whose services it may require in connection with the
operation of its business or the administration of the Chapter 11
proceedings;
(d) defend any motions made by secured creditors to enable the
Debtor to retain the use of assets needed for an effective
reorganization;
(e) negotiate with priority, secured and unsecured creditors
to achieve a consensual resolution of their respective claims and
the incorporation of such resolution into a plan of
reorganization;
(f) file and prosecute motions to expunge or reduce claims
which the Debtor disputes;
(g) represent the Debtor in the Bankruptcy Court at such
hearings as may require its presence or participation to protect
its interest and the bankruptcy estate;
(h) formulate, negotiate, prepare, and file a disclosure
statement and plan of reorganization (or liquidation) which
conforms to the requirements of the Bankruptcy Code and applicable
rules of procedure;
(i) represent the Debtor at hearings on the approval of the
disclosure statement and confirmation of a plan of reorganization
and respond to any objections to same filed by creditors or other
parties in interest;
(j) assist the Debtor in discharging its obligations in
consummating any plan of reorganization which is confirmed;
(k) advise the Debtor whether and to what extent any of its
assets constitute cash collateral under the Bankruptcy Code and
prosecute applications for authorization to use any such assets;
and
(l) provide such other varied legal advice and services as may
be needed by the Debtor in the operation of its business or in
connection with the Chapter 11 proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Timothy P. Neumann $675
Associates $375
Paralegals $100
In addition, the firm will seek reimbursement for expenses
incurred.
The firm will also require an initial retainer payment in the
amount of $10,000 plus filing fee.
Geoffrey Neumann, Esq., an attorney at Broege, Neumann, Fischer &
Shaver, 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:
Timothy P. Neumann, Esq.
Geoffrey P. Neumann, Esq.
Broege, Neumann, Fischer & Shaver, LLC
25 Abe Voorhees Drive
Manasquan, NJ 08736
Telephone: (732) 223-8484
Email: timothy.neumann25@gmail.com
geoff.neumann@gmail.com
About ARIAAZ LLC
ARIAAZ, LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D.N.J. Case No. 23-20870) on Nov. 21, 2023.
In the petition signed by Joseph Novoseller, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Christine Gravel oversees the case.
Broege, Neumann, Fischer & Shaver, LLC represents the Debtor as
counsel.
ARISTON LOGISTICS: Seeks to Hire Toni Campbell Parker as Counsel
----------------------------------------------------------------
Ariston Logistics, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Tennessee to employ Toni Campbell
Parker, Esq., an attorney practicing in Memphis, Tenn., to handle
its Chapter 11 case.
Mr. Parker will be billed at his hourly rate of $350 and paralegal
will be billed at $100 per hour, plus reimbursement for expenses
incurred.
The attorney has received a retainer of $7,000 from the Debtor.
Mr. Parker disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The attorney can be reached at:
Toni Campbell Parker, Esq.
45 North Third Ave., Ste. 201
Memphis, TN 38103
Telephone: (901) 483-1020
Email: Tparker002@att.net
About Ariston Logistics
Ariston Logistics, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No.
23-25702) on Nov. 20, 2023, with $500,001 to $1 million in both
assets and liabilities.
Judge Denise E. Barnett oversees the case.
Toni Campbell Parker, Esq., represents the Debtor as bankruptcy
counsel.
ARTISAN'S CABINETRY: Hires Tabitha Scott CPA PLLC as Accountant
---------------------------------------------------------------
Artisan's Cabinetry and Woodworks, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Tabitha Scott, CPA PLLC as accountant.
The firm will provide these services:
a. monthly bookkeeping services;
b. monthly accounting and tax services;
c. bankruptcy bookkeeping and form preparation including monthly
Chapter 11 operating reports for the court; and
d. other bookkeeping and accounting services.
The firm will be paid at the rate of $65 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Tabitha Scott, a partner at Tabitha Scott, CPA PLLC, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Tabitha Scott, CPA PLLC
5900 Balcones Dr. Ste 100
Austin, Tx 78731
Telephone: (830) 321-0943
Email: tabitha@tscottcpa.com
About Artisan's Cabinetry and Woodworks, LLC
Artisan's Cabinetry and Woodworks, LLC is a family owned and
operated company that manufactures custom cabinets to enhance home
settings and compliment commercial spaces.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10852) on October 9,
2023. In the petition signed by Christopher Wallace, managing
member, the Debtor disclosed $592,458 in assets and $3,007,072 in
liabilities.
Judge Shad Robinson oversees the case.
Kimberly Nash, Esq., at Law Office of Kimberly Nash, PC, represents
the Debtor as legal counsel.
ASSOCIATED ASPHALT: S&P Withdraws 'CCC-' Issuer-Credit Rating
-------------------------------------------------------------
S&P Global Ratings withdrew its ratings on Associated Asphalt
Partners LLC, including its 'CCC-' issuer-credit rating, at the
issuer's request. This follows the successful closing of its sale
transaction and subsequent repayment in full of its senior secured
term loan B on December 15.
With the acquisition close, S&P does not have sufficient
information on the acquiror to update its rating prior to
withdrawal. The ratings were on CreditWatch with developing
implications at the time of the withdrawal.
ASTROTECH CORP: Extends Expiration of Rights Deal to December 2024
------------------------------------------------------------------
Astrotech Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Dec. 18, 2023, the
Company entered into Amendment No. 1 to the Rights Agreement
between the Company and Equiniti Trust Company (f/k/a American
Stock Transfer & Trust Company, LLC, as rights agent, which amends
the Rights Agreement dated Dec. 21, 2022.
The Amendment extends the Final Expiration Date to 5:00 P.M., New
York City time, on Dec. 20, 2024, unless the Final Expiration Date
is further extended by the Company or the rights subject to the
Rights Agreement are earlier redeemed or exchanged by the Company
in accordance with the terms of the Rights Agreement. All other
terms and conditions of the Rights Agreement remain unchanged. The
Rights are in all respects subject to and governed by the
provisions of the Rights Agreement, as amended by the Amendment.
About Astrotech
Astrotech Corporation (NASDAQ: ASTC) --
http://www.astrotechcorp.com-- is a mass spectrometry company that
launches, manages, and commercializes scalable companies based on
its innovative core technology through its wholly-owned
subsidiaries. 1st Detect develops, manufactures, and sells trace
detectors for use in the security and detection market. AgLAB is
developing chemical analyzers for use in the agriculture market.
BreathTech is developing a breath analysis tool to provide early
detection of lung diseases. Astrotech is headquartered in Austin,
Texas.
Astrotech reported a net loss of $9.64 million for the year ended
June 30, 2023, a net loss of $8.33 million for the year ended June
30, 2022, a net loss of $7.60 million for the year ended June 30,
2021, a net loss of $8.31 million for the year ended June 30, 2020,
and a net loss of $7.53 million for the year ended June 30, 2019.
The Company incurred a net loss of $9.64 million for the three
months ended Sept. 30, 2023.
B GSE GROUP: CRO Seeks to Hire Edward Bowers as Accountant
----------------------------------------------------------
Cole Hayes, chief restructuring officer (CRO) for B GSE Group, LLC
seeks approval from the U.S. Bankruptcy Court for the Western
District of North Carolina to employ Edward Bowers, an accountant
practicing in Charlotte, North Carolina.
The CRO needs an accountant to assist in preparing tax documents,
issuing Form W2s to former employees, and closing out this case.
The CRO requests that Mr. Bowers' allowed fees be afforded priority
status over all other Chapter 11 administrative claims.
The accountant disclosed in a court filing that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The accountant can be reached at:
Edward P. Bowers, CPA
5200 Park Rd.
Charlotte, NC 28209
Telephone: (704) 527-4480
About B GSE Group
B GSE Group LLC, doing business as Bullerdick GSE LLC, delivers
turnkey system solutions to Military and Commercial airport
terminals, ramps, and hangars around the globe -- cutting capital
maintenance costs, saving time, and reducing fuel consumption.
B GSE Group LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
23-30013) on Jan. 6, 2023. In the petition filed by Mark Allen,
manager, the Debtor reported assets and liabilities between $1
million and $10 million. David Schilli has been appointed as
Subchapter V trustee.
Judge J. Craig Whitley oversees the case.
The Debtor is represented by Richard S. Wright, Esq., at Moon
Wright & Houston, PLLC.
Cole Hayes was appointed as chief restructuring officer (CRO). He
tapped Edward P. Bowers, CPA, as accountant.
BARRETTS MINERALS: Court OKs $30MM DIP Loan from JMP Capital
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Barretts Minerals Inc. and affiliates
to use cash collateral and obtain senior secured superpriority
financing, on a final basis.
The Debtors are permitted to obtain postpetition financing on a
superpriority senior secured basis in the form of a non-amortizing
superpriority senior secured term loan facility in an aggregate
principal amount of up to $30 million. About $15 million of the
committed amount was made available upon entry of the Interim
Order.
Barretts Ventures Texas LLC acts as guarantor and JMB Capital
Partners Lending, LLC is the lender.
The DIP facility is due and payable on the earliest of:
i. July 1, 2024;
ii. 100 days after the Petition Date, unless the Bankruptcy
Court has approved the Debtors' entry into a stalking horse
purchase agreement reasonably acceptable to the DIP Lender or a
sale order providing for Payment in Full of the DIP Obligations;
provided that a stalking horse purchase agreement will be
reasonably acceptable to the DIP Lender if it, alone or with one or
more related transactions, (i) provides for the Payment in Full of
the DIP Obligations, (ii) the purchaser has demonstrated the
financial wherewithal to consummate the transaction(s), and (iii)
the closing shall occur on or prior to the maturity date of the DIP
Facility;
iii. the effective date of any chapter 11 plan of reorganization
with respect to the Borrower;
iv. the consummation of any sale or other disposition of all or
substantially all of the assets of the Borrower pursuant to 11
U.S.C. section 363;
v. the date of the acceleration of the DIP Loans and the
termination of the DIP Commitments following the occurrence and
during the continuation of an Event of Default in accordance with
the DIP Documents;
vi. dismissal of the Chapter 11 Cases or conversion of the
Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code;
and
vii. 45 days after the Petition Date (or such later date as
agreed to by the DIP Lender), unless the Final Order has been
entered by the Bankruptcy Court on or prior to such date.
The DIP Loans will bear interest at a per annum rate equal to 14%
payable in cash on the first day of each month in arrears.
The Debtors have an immediate and critical need to obtain the DIP
Facility and use cash collateral in order to, among other things,
(i) permit the orderly continuation and operation of their
businesses, (ii) maintain business relationships with customers,
vendors, and suppliers, (iii) provide working capital for their
businesses, (iv) pay the expenses of the Chapter 11 Cases, and (v)
for general corporate purposes, in each case, in accordance with
and subject to the terms and conditions of the Interim Order and
the DIP Documents.
A copy of the order is available at https://urlcurt.com/u?l=A9OIVR
from PacerMonitor.com.
About Barretts Minerals Inc.
Barretts Minerals Inc. current operations are focused on the
mining, beneficiating, processing, and sale of industrial talc. BMI
historically supplied a relatively minor percentage of its sales
into cosmetic applications. BMI’s talc is sold to distributors
and third-party manufacturers for use in such parties’ products,
which are then incorporated into downstream products eventually
sold to consumers.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90794) on
October 2, 2023. In the petition signed by David J. Gordon, chief
restructuring officer, the Debtor disclosed up to $100 million in
assets and up to $50 million in liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Porter Hedges LLP and Latham& Watkins LLP as
legal counsel, M3 Partners, LP as financial advisor, Jefferies LLC
as investment banker, and Stretto, Inc. as claims, noticing, and
solicitation agent and administrative advisor.
BEATRICE HOLDINGS: Seeks to Hire Louis S. Robin as Legal Counsel
----------------------------------------------------------------
Beatrice Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ the Law Offices
of Louis S. Robin as counsel.
The firm will render these services:
(a) draft the Debtor's motions and orders concerning necessary
pleadings to continue its Chapter 11 case;
(b) counsel and assist the Debtor in the resolution of its
financial problems and the implementation of a Plan of
Reorganization;
(c) advise the Debtor with respect to its powers and duties in
the continued operation of its business;
(d) assist the Debtor in compliance with the requirements of
the United States Trustee;
(e) prepare, on behalf of the Debtor, necessary legal
documents; and
(f) perform other related legal services for the Debtor which
may be necessary.
Louis Robin, Esq., will charge for legal services at the rate of
$300 per hour, although he reserves the right to request a higher
fee at a later date.
Mr. Robin 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:
Louis S. Robin, Esq.
Law Offices of Louis S. Robin
1200 Converse Street
Longmeadow, MA 01106
Telephone: (413) 567-3131
Facsimile: (413) 565-3131
Email: louis.robin.bankruptcy@gmail.com
About Beatrice Holdings
Beatrice Holdings, LLC owns nine parcels of land, including
buildings/residences, located at 91 Blunt Road, Egremont, Mass.,
valued at $12 million (based on Debtor's opinion).
Beatrice Holdings filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
23-30487) on Nov. 27, 2023. In the petition signed by Diane B.
Saxton, manager, the Debtor disclosed $12,000,000 in total assets
and $2,445,000 in total liabilities.
Judge Jeffery A. Deller oversees the case.
The Debtor tapped the Law Offices of Louis S. Robin as counsel.
BIG DADDY GUNS: Court OKs Appointment of Maria Yip as Examiner
--------------------------------------------------------------
Judge Karen Specie of the U.S. Bankruptcy Court for the Northern
District of Florida approved the appointment by Mary Ida Townson,
the U.S. Trustee for Region 21, of Maria Yip to serve as examiner
in the Chapter 11 cases of Big Daddy Guns and Big Daddy Guns 2
Inc.
Ms. Yip neither holds nor represents any interest adverse to the
Debtor's estate, according to a verified statement filed by the
examiner in court.
Ms. Yip can be reached at:
Maria Yip
2 South Biscayne Boulevard
Suite 2690
Miami, FL 33131
About Big Daddy Guns
Big Daddy Guns Inc. is a gun shop in Florida.
Big Daddy Guns and its affiliate, Big Daddy Guns 2 Inc., filed
petitions for relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Lead Case No. 23-10053) on March
21, 2023. At the time of the filing, the Debtors reported assets
between $1 million and $10 million and liabilities between $10
million and $50 million.
Judge Karen K. Specie oversees the cases.
Jose I. Moreno, P.A. is the Debtors' legal counsel.
BLOCK COMMUNICATIONS: S&P Alters Outlook to Neg., Affirms 'BB' ICR
------------------------------------------------------------------
S&P Global Ratings revised the outlook on U.S.-based cable provider
Block Communication's Inc. to negative from stable and affirmed its
ratings on the company, including the 'BB' issuer credit rating.
The negative outlook reflects the potential that adjusted leverage
could be above 4x over the next 12 months or that S&P tighten its
rating triggers to reflect weakened business prospects in
high-speed data (HSD) due to intensifying competition.
Block's publishing business losses have accelerated. S&P said, "We
expect the publishing segment will lose about $20 million in 2023
compared with $15 million in 2022 and $10 million in 2021. The
production union at the Pittsburgh Post-Gazette has been on strike
since October 2022, driving up costs at the paper as the company
continues to print off-site at the Butler Eagle plant and provide
needed security for its non-unionized employees. We believe
continued losses, in part due to the strike, could result in
leverage sustained above 4x, the current threshold for the rating,
considering that last-quarter annualized debt to EBITDA was 4.2x in
third-quarter 2023. Still, we believe Block can materially reduce
publishing losses to levels in line with 2021 if it can either
successfully negotiate with the union or return to printing
inhouse."
S&P said, "Intensifying cable competition could cause us to tighten
our rating triggers. The company's cable segment EBITDA has
declined about 6.7% through the first nine months of 2023, as Block
struggled to increase its high-margin broadband revenue while video
and phone subscribers declined rapidly. If this segment's EBITDA
continues to contract at rates in the mid-single-digit percentage
area, we would likely revise our thresholds for the rating due to
evidence of a more competitive operating environment than we
previously envisioned.
"We believe that broadband revenue growth will decline by about
1%-2% in 2023 as 1,000-2,000 net HSD subscriber additions are
offset by 1%-2% declines in average revenue per user (ARPU) growth
as some lower income customers in the company's Mississippi
MaxxSouth footprint opt for more economical affordable connectivity
program (ACP) packages. We believe more intense competition from
regional overbuilders, electric co-ops offering fiber to the home
(FTTH), and fixed wireless have limited Block's HSD subscriber
growth. In 2024, we expect broadband subscriber growth will be in
line with 2023 because customer additions could remain under
pressure thanks to fewer copper wire-based customers converting to
cable, and instead opting for cheaper fixed-wireless service.
Still, we believe residential broadband services' organic revenue
can increase 1%-2% next year, in part due to low-single-digit
percentage ARPU growth on modem rate increases and customer
migration to faster speeds.
"Fixed wireless access (FWA) will continue to pressure cable
subscriber growth in the near term but should ease longer term. We
do not expect meaningful cable customer churn from this technology
but rather the continued reduction of potential customer growth
opportunities. We also believe having a viable alternative that is
attractively priced could limit Block's ability to increase
broadband ARPU, especially given that this metric is at the higher
end of the cable industry average.
"Longer term, we believe network capacity limits this technology
because spare capacity will soon be exhausted. In addition, the
economics of investing in additional FWA capacity are challenging
given the high data usage and substantially lower price per bit
compared with mobile, so we believe FWA will continue to be an
"excess capacity" business model.
"We believe FTTH poses a long-term competitive threat to small
cable operators such as Block. We expect FTTH competition will
result in some market share loss over time given that FTTH offers
very fast speeds and will present formidable competition for new
customers. Small cable operators, such as Block, are not as well
positioned as larger peers to effectively defend against FTTH
competition because they lack the scale and financial resources to
bundle broadband with defensive services (such as mobile and video)
as profitably as Comcast Corp. or Charter Communications Inc.,
which benefit from more attractive video programming and wireless
wholesale arrangements. Still, we expect the pace of fiber builds
to slow over the next few years for many wireline companies given
high financial leverage, funding needs, exposure to floating-rate
debt, and higher costs for equipment and labor.
"We believe the company's FTTH investment will lead to negative
free operating cash flow (FOCF) near term, but expect meaningfully
positive FOCF beyond the peak investment cycle. We believe these
network capital investments could curb customer churn from
fiber-based competitors in the near-to-medium term given the plan's
focus on Block's most competitive territories. Longer term, we
think a fiber network will allow the company to offer customers
increasingly faster speeds (greater than 5GB/s) at costs lower than
a hybrid fiber coaxial (HFC) network. Still, we estimate that Block
will likely generate $50 million-$55 million in FOCF deficits in
2023. In 2024 and 2025, we believe that those deficits will
moderate to about $10 million-$20 million on lower spending as the
company reduces the pace of rebuilds. Longer term, FOCF will likely
return to levels exceeding $40 million on more normalized capital
investment.
"The negative outlook reflects the potential that adjusted leverage
could be above 4x over the next 12 months or that we tighten our
rating triggers to reflect weakened cable business prospects due to
intensifying competition."
S&P could lower the rating if:
-- S&P Global Ratings-adjusted debt to EBITDA is sustained above
4x over the next 12 months.
-- The company cannot effectively increase HSD revenues, such that
cable EBITDA growth remains negative, causing S&P to tighten its
rating triggers.
S&P could revise the outlook to stable if the company:
-- Is able to stabilize cable EBITDA; and
-- Sustains leverage comfortably below 4x.
S&P said, "Social and governance factors are moderately negative
considerations in our credit analysis of Block. The company relies
on CEO and controlling shareholder Allan Block for strategic
direction, and there are long-standing family ties to the group's
unprofitable and unionized newspaper business. With demand
declining rapidly, negotiations with the union make cost-cutting
initiatives more difficult. Our business risk assessment
incorporates the weak profitability of the group's publishing arm,
and negative cash flows weigh on our financial risk profile."
BOONE BUILT: Case Summary & 12 Unsecured Creditors
--------------------------------------------------
Debtor: Boone Built Solutions LLC
11700 Wall St
San Antonio, TX 78230
Business Description: Boone Built is a construction company in San
Antonio, Texas. It offers turnkey design +
build solutions; cost plus design + build
solutions; agile finish-out deliveries; and
feasibility studies.
Chapter 11 Petition Date: December 20, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-51763
Judge: Hon. Michael M. Parker
Debtor's Counsel: Robert C Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Fax: (713) 595-8201
E-mail: notifications@lanelaw.com
Total Assets: $341,592
Total Liabilities: $1,094,445
The petition was signed by Dylan J. Boone as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/O4L66SA/Boone_Built_Solutions_LLC__txwbke-23-51763__0001.0.pdf?mcid=tGE4TAMA
BOY SCOUTS: Victims Coalition's Attorneys Appeal $21M Fees Denial
-----------------------------------------------------------------
Emily Lever of Law360 reports that the the ad hoc Coalition of
Abused Scouts for Justice on Monday continued to pursue its $21
million request for fees in the Boy Scouts of America's Chapter 11
case, filing a notice that it was appealing a Delaware bankruptcy
judge's decision to nix its fees.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor.
Omni Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BURNS ASSET: Seeks to Hire J.M. Cook as Bankruptcy Counsel
----------------------------------------------------------
Burns Asset Management, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ J.M. Cook, PA as its legal counsel.
The firm's services include:
(a) prepare legal papers;
(b) assist the Debtor in evaluating the legal basis for, and
effect of, the various pleadings that will be filed by the Debtor
and other parties;
(c) perform all necessary legal services in connection with
the Debtor's reorganization;
(d) assist the Debtor in preparing its monthly operating
reports and evaluating and negotiating its or any other party's
plan of reorganization;
(e) commence and prosecute all necessary and appropriate
actions or proceedings; and
(f) perform all other legal services for the Debtor.
The firm charges $300 per hour for attorney's services and $150 per
hour for paralegal services.
Prior to the filing of the case, the firm received $10,300 from the
Debtor.
J.M. Cook, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
J.M. Cook, Esq.
J.M. Cook, PA
5886 Faringdon Place, Suite 100
Raleigh, NC 27609
Telephone: (919) 675-2411
Facsimile: (919) 882-1719
Email: J.M.Cook@jmcookesq.com
About Burns Asset Management
Burns Asset Management, which owns certain properties, filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.C. Case No. 23-03571) on Dec. 7, 2023. In the
petition signed by James Burns, president, the Debtor disclosed
under $1 million in both assets and liabilities.
Judge Joseph N. Callaway oversees the case.
J.M. Cook, Esq., at J.M. Cook, P.A. is the Debtor's legal counsel.
CALAMP CORP: Closes $45 Million Term Loan Financing With Lynrock
----------------------------------------------------------------
CalAmp announced the closing of a $45 million strategic financing
with Lynrock Lake Master Fund LP in the form of a term loan
maturing in November 2027. Lynrock is an existing holder of a
large majority of CalAmp's 2.00% Convertible Senior Notes maturing
in August 2025. In connection with the execution of the term loan
agreement, CalAmp is amending the Notes to add a security
interest.
"As a long-standing investor in CalAmp, we are pleased to provide
the company with additional financial flexibility to enhance its
strategic positioning as it engages with new and existing
customers, partners and suppliers," said Cynthia Paul, chief
investment officer of Lynrock Lake LP.
"We appreciate Lynrock's ongoing support of CalAmp's strategy.
This additional capital enhances our ability to drive our business
transformation while delivering world-class telematics solutions to
our customers and partners," said Jason Cohenour, Interim CEO of
CalAmp.
During CalAmp's FY24 Q2 earnings conference call on Oct. 5, 2023,
CalAmp indicated that it expected revenues and EBITDA for FY24 Q3
to be down slightly from FY24 Q2 levels. CalAmp now expects:
* FY24 Q3 revenues will be in the $51 million to $53 million
range
* FY24 Q3 ending cash will be approximately $38 million
"During Q3, we continued to experience revenue headwinds,
particularly in our TSP market segment. We continue to work
closely with our TSP customers as they rebalance inventory levels
and respond to competitive pressure. In response to these
challenges, we recently implemented initiatives to refocus our
strategy and reduce costs in order to strengthen our financial
performance in the coming quarters," continued Mr. Cohenour.
Initiatives launched in FY24 Q3 include:
* Cost Reduction Program: Intended to significantly reduce our
breakeven point and to drive leverage in our business.
* Strategic Realignment: To focus resources around our core
business segments, bolster customer confidence, and return to
growth.
"Despite recent headwinds, CalAmp remains excited and optimistic
about the future. The CalAmp team, with Lynrock's support, is
confident that the strategic actions we are taking will position
the company for long-term success and value creation," said Mr.
Cohenour.
CalAmp will announce its fiscal 2024 third quarter financial
results in early January and will provide additional details at
that time.
About CalAmp
CalAmp Corp. is a connected intelligence company that leverages a
data-driven solutions ecosystem to help people and organizations
improve operational performance. The Company solves complex
problems for customers within the market verticals of
transportation and logistics, commercial and government fleets,
industrial equipment, K12 fleets, and consumer vehicles by
providing solutions that track, monitor, and protect their vital
assets.
CalAmp Corp. reported a net loss of $32.49 million for the year
ended Feb. 28, 2023, a net loss of $27.99 million for the year
ended Feb. 28, 2022, a net loss of $56.31 million for the year
ended Feb. 28, 2021, and a net loss of $79.30 million for the year
ended Feb. 29, 2020.
CANO HEALTH: Appoints Two New Independent Directors
---------------------------------------------------
Cano Health, Inc. announced the appointment of Patricia Ferrari and
Carol Flaton to its Board of Directors. Ms. Ferrari and Ms. Flaton
bring broad business experience and deep financial expertise, with
proven track records of advising companies on strategies to improve
operations and financial performance, as well as strengthening
their capital structures.
Solomon Trujillo, non-executive Chairman of the Board, said: "The
Board has been focused on ensuring we have the right mix of skills
and insights to create value for our stakeholders as we reposition
the Company and address our challenges. We look forward to
benefitting from Trish and Carol's significant expertise, fresh
perspectives, and broad range of operational, financial, and
business transformation experience as we advance our ongoing
efforts to enhance liquidity, strengthen our balance sheet, and
unlock Cano Health's full potential."
Additionally, the Board has established a Finance Committee to
oversee the Company's ongoing comprehensive exploration of a range
of financing initiatives and evaluation of strategic alternatives.
As detailed in the Company's financial results for the third
quarter ended Sept. 30, 2023, ongoing efforts to generate
additional liquidity and strengthen the Company's balance sheet
include, but are not limited to:
* streamlining and simplifying the organization to improve
efficiency and reduce costs;
* considering a sale of the Company or all or substantially all
of its assets; and/or
* exploring the sale of certain lines of its business.
The Board has appointed Ms. Ferrari and Ms. Flaton, along with
current director Angel Morales, to serve on the Finance Committee,
with Ms. Flaton serving as Chair. The Board also appointed Ms.
Flaton as a member of the Board's Audit Committee and Ms. Ferrari
to serve on the Compensation Committee.
Director Services Agreements
In connection with their appointments, the Company entered into
Director Services Agreements with Mses. Ferrari and Flaton. Under
the Director Services Agreements, Mses. Ferrari and Flaton will
receive a monthly fee of $35,000 for each month of service, subject
to a minimum of at least six months of compensation. As a member
of the Finance Committee, Mr. Morales will also receive the same
monthly fee. Ms. Flaton will receive an additional $10,000 per
month in respect of her service as Chair of the Finance Committee.
Also, following their terms as directors, each of Mses. Ferrari and
Flaton will receive a payment of $7,500 for each day that they are
required to spend more than 4 hours addressing any legal or dispute
matters that arise following their service as a directors.
About Carol Flaton
Ms. Flaton has provided financial advisory services and served as
an independent director for both public and private companies since
2019. From 2014 to 2019, Ms. Flaton was a managing director at
AlixPartners LP. Prior to that, Ms. Flaton was a managing director
at Lazard Freres & Co. LLC, a managing director at Citigroup Inc.
and a managing director at Credit Suisse First Boston. Ms. Flaton
currently serves as a member of the Board of Directors of Genesis
Care Finance Pty, Ltd., Hornblower Holdings LLC, Resolute
Investment Managers, Inc., and as Independent Manager of Matterhorn
Parent, LLC (d/b/a Hearthside Food Solutions).
Ms. Flaton earned her Bachelor of Science and Bachelor of Arts
degree from the University of Delaware and her M.B.A. from the
International Institute of Management Development.
About Patricia Ferrari
Ms. Ferrari is a consultant to corporate executives and boards of
directors. Previously, she was a managing director at MBIA Inc.,
serving as its Head of Restructuring and Remediation since 2014.
Prior to this, she served as one of the founding partners of the
New York office of King & Spalding, a U.S.-based international
corporate law firm headquartered in Atlanta.
Ms. Ferrari earned her Bachelor of Arts degree from Southern
Illinois University and her Juris Doctor degree from Vanderbilt
University.
About Cano Health
Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary
care-centric, technology-powered healthcare delivery and population
health management platform. Founded in 2009, with its
headquarters
in Miami, Florida, Cano Health is transforming healthcare by
delivering primary care that measurably improves the health,
wellness, and quality of life of its patients and the communities
it serves through its primary care medical centers and supporting
affiliated providers.
Cano Health reported a net loss of $428.39 million in 2022, a net
loss of $116.74 million in 2021, a net loss of $71.06 million in
2020, and a net loss of $19.78 million in 2019.
* * *
As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'.
S&P said, "We based our negative outlook on our expectation for
continued weak operating performance and cash flow deficits. Given
the company's current liquidity position, we believe there is
heightened risk of a near-term default such as a bankruptcy filing,
debt restructuring, or missed interest payment."
CAPROCK MILLING: Dec. 26 Deadline Set for Panel Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of CapRock Milling &
Crushing, LLC.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at http://tinyurl.com/2j3wxmm9and return by email it to
Asher Bublick - asher.bublick@usdoj.gov - at the Office of the
United States Trustee so that it is received no later than 4:00
p.m., on Tuesday, Dec. 26, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Caprock Milling & Crushing, LLC
CapRock Milling & Crushing, LLC of Amarillo, Texas is engaged in
the business of grain and oilseed milling. Caprock Milling filed
its a voluntary petition for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 23-20251) on November 3, 2023, listing $10 million to
$50
million in assets and $1 million to $10 million in liabilities.
Thomas Bunkley as member, signed the petition.
Mullin Hoard & Brown, L.L.P. serve as the Debtor's legal counsel.
CAPSTONE GREEN: Completes Restructuring, Emerges from Chapter 11
----------------------------------------------------------------
Capstone Green Energy Holdings, Inc., the public successor to
Capstone Green Energy Corporation, has announced the successful
completion of the restructuring of the Capstone business and
emergence from Chapter 11 bankruptcy.
At emergence, the Capstone business has significantly reduced its
indebtedness and obtained an additional $7 million of new money
financing. As a result of the restructuring transactions, the
Company will operate the Capstone business through a 62.5%
controlling interest in a newly formed subsidiary. Further, the
outstanding common stock of Predecessor Capstone has been canceled,
and common stockholders of Predecessor Capstone will receive one
(1) share of common stock of the Company in exchange for each share
of Predecessor Capstone that has been canceled.
The Company, as the public successor to Predecessor Capstone (CGRN)
for SEC reporting purposes, continues to work to complete its
restatement of previously issued financial statements and intends
to complete such restatement as soon as possible. Following the
completion of the restatement, the Company expects that it will
list its common stock on the OTC Pink Market. The CUSIP number for
the Company's common stock following the reorganization
transactions is 14067D607 and the ISIN number is US14067D6076.
"With Chapter 11 behind us and a much stronger financial position,
we can now fully focus on working with our distribution partners
and dramatically improve how our business runs and operates,"
stated Robert Flexon, Chairman and Interim President and CEO. Mr.
Flexon continued, "With a newly strengthened capital structure and
improved liquidity, the Company will be much better equipped to
pursue market opportunities and further enhance its market
leadership as a microgrid and on-site power generation solution
provider."
John Juric, Chief Financial Officer of the Company, said, "I would
like to express my appreciation to our customers, vendors, and
business partners for their patience and support. I am also deeply
grateful to our entire Capstone team for their hard work in
continuing to execute the Company's strategies throughout the
restructuring."
Capstone also announced that its board composition has remained the
same following its emergence. It appointed Robert Flexon as
Chairman, Denise Wilson as Lead Independent Director and Yon
Jorden, Ping Fu, and Robert Powelson as directors.
The Company continues to operate under its current management team,
led by its Interim President and CEO, Robert Flexon and its CFO,
John Juric.
Katten Muchin Rosenman LLP served as legal counsel, and Riveron LLP
served as financial advisor to the Company.
A full-text copy of Form 8-K12G3 with further information is
available at http://tinyurl.com/fdd4jp2t
About Capstone Green Energy Corporation
Capstone Green Energy Corporation build microturbine energy systems
and battery storage systems that allow customers to produce power
on-site in parallel with the electric grid or stand-alone when no
utility grid is available. Capstone Green offers microturbines
designed for commercial, oil and gas, and other industrial
applications.
Capstone Green and its wholly owned subsidiaries, Capstone Turbine
International, Inc. and Capstone Turbine Financial Services, LLC,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11634) on Sept. 28, 2023. In the
petition signed by John Juric, chief financial officer, the Debtor
disclosed $104,000,000 in total assets and $111,000,000 in total
debt.
Judge Laurie Selber Silverstein oversees the case.
Katten Muchin Rosenman LLP represents the Debtors as legal counsel,
Young Conaway Stargatt & Tayloor LLP as co-counsel, Riveron RTS,
LLC as financial advisor, and Kroll Restructuring Administration
LLC as claims, noticing & solicitation agent and administrative
advisor.
CIRCLE C EQUIPMENT: Hires Hammond Law Firm as Counsel
-----------------------------------------------------
Circle C Equipment, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Oklahoma to employ Hammond Law
Firm as counsel to handle its Chapter 11 case.
The firm will charge $400 per hour for attorneys and $80 per hour
for legal assistants and law clerks.
In addition, the firm will seek reimbursement for expenses
incurred.
Gary Hammond, Esq., an attorney at Hammond Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gary D. Hammond, Esq.
HAMMOND LAW FIRM
512 NW 12th Street
Oklahoma City, OK 73103
Tel: (405) 216-0007
Fax: (405) 232-6358
Email: gary@okatty.com
About Circle C Equipment, LLC
Circle C Equipment, LLC in Oklahoma City, OK, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Okla. Case No.
23-13213) on December 6, 2023, listing $284,735 in assets and
$1,578,807 in liabilities. Ricky Collins as president/owner, signed
the petition.
HAMMOND LAW FIRM serves as the Debtor's legal counsel.
CIRCLE C EQUIPMENT: Seeks to Hire Blackwood Law Firm as Counsel
---------------------------------------------------------------
Circle C Equipment, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Oklahoma to employ Blackwood Law
Firm, PLLC as counsel to handle its Chapter 11 case.
The firm will charge $350 per hour for attorneys and $100 per hour
for legal assistants and law clerks.
In addition, the firm will seek reimbursement for expenses
incurred.
Gary Hammond, Esq., an attorney at Hammond Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Amanda R. Blackwood, Oba #33839
Blackwood Law Firm, PLLC
512 NW 12th Street
Oklahoma City, OK 73103
Tel: (405) 309-3600
Fax: (405) 378-4466
Email: amanda@blackwoodlawfirm.com
About Circle C Equipment, LLC
Circle C Equipment, LLC in Oklahoma City, OK, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Okla. Case No.
23-13213) on December 6, 2023, listing $284,735 in assets and
$1,578,807 in liabilities. Ricky Collins as president/owner, signed
the petition.
HAMMOND LAW FIRM serves as the Debtor's legal counsel.
CONNEXA SPORTS: Falls Short of Nasdaq Minimum Bid Price Requirement
-------------------------------------------------------------------
Connexa Sports Technologies Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that it received a letter
from the Listing Qualifications Department of The Nasdaq Capital
Market informing the Company that because the closing bid price for
the Company's common stock listed on Nasdaq was below $1.00 for 30
consecutive trading days from Dec. 12, 2023, the Company is not in
compliance with the minimum bid price requirement for continued
listing on the Nasdaq as set forth in Nasdaq Listing Rule
5550(a)(2).
In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the
Company has a period of 180 calendar days from Dec. 12, 2023, or
until June 10, 2024, to regain compliance with the Minimum Bid
Price Requirement. If at any time before June 10, 2024, the
closing bid price of the Company's common stock closes at or above
$1.00 per share for a minimum of 10 consecutive trading days (which
number days may be extended by Nasdaq), Nasdaq will provide written
notification that the Company has achieved compliance with the
Minimum Bid Price Requirement, and the matter would be resolved.
The Notice also disclosed that in the event the Company does not
regain compliance by June 10, 2024, the Company may be eligible for
an additional 180-calendar day compliance period. To qualify for
additional time, the Company would be required to meet the
continued listing requirement for market value of publicly held
shares and all other initial listing standards for Nasdaq, with the
exception of the bid price requirement, and would need to provide
written notice of its intention to cure the deficiency during the
second compliance period, by effecting a reverse stock split, if
necessary. In the event the Company is not eligible for the second
grace period, Nasdaq will provide written notice that the Company's
common stock is subject to delisting. If the Company is notified
by Nasdaq that its securities will be subject to delisting, the
Company may appeal the delisting determination and request a
hearing before the Nasdaq Hearings Panel. If the request for a
Panel is timely made, any further suspension or delisting action
would be stayed pending the conclusion of the hearing process and
expiration of any extension that may be granted by the Panel.
As previously disclosed, on July 26, 2023, the Company received a
letter from the Staff of the Nasdaq indicating that the Company's
stockholders' equity as reported in its Quarterly Report on Form
10-Q for the quarterly period ended Jan. 31, 2023 did not satisfy
the continued listing requirement under Nasdaq Listing Rule
5550(b)(1), which requires that a listed company's stockholders'
equity be at least $2.5 million. The Company timely submitted a
compliance plan to the Panel and on Aug. 23, 2023 received notice
from Nasdaq that it has until Jan. 22, 2024 to demonstrate
compliance with the Minimum Stockholders' Equity Requirement.
The Company said there can be no assurance that it will be able to
satisfy the Nasdaq's continued listing requirements, regain
compliance with the Minimum Bid Price Requirement, the Minimum
Stockholders' Equity Requirement, and maintain compliance with
other Nasdaq listing requirements.
About Connexa Sports
Headquartered in Windsor Mill, Maryland, Connexa Sports --
www.connexasports.com -- is a connected sports company delivering
products, technologies, and services across a range of activities
in sports.
Connexa Sports reported a net loss of $71.15 million for the year
ended April 30, 2023, compared to a net loss of $51.77 million for
the year ended April 30, 2022. As of April 30, 2023, the Company
had $7.11 million in total assets, $25.72 million in total
liabilities, and a total stockholders' deficit of $18.61 million.
In its Quarterly Report for the three months ended Oct. 31, 2023,
Connexa Sports said that the Company has an accumulated deficit of
$150,835,256 as of October 31, 2023, and more losses are
anticipated in the development of the business. Accordingly, there
is substantial doubt about the Company's ability to continue as a
going concern.
CONTRACT PHARMACEUTICALS: Files Under CCAA; Seeks Sale Process
--------------------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) ("Court")
made an Order ("Initial Order") granting Contract Pharmaceuticals
Limited, CPL Canada Holdco Limited, Contract Pharmaceuticals
Limited Canada, Glasshouse Pharmaceuticals Limited Canada, and
Glasshouse Pharmaceuticals LLC protection pursuant to the
Companies' Creditors Arrangement Act ("CCAA"). Pursuant to the
Initial Order, KSV Restructuring Inc. was appointed as monitor
("Monitor").
Pursuant to the Initial Order, there is a stay of proceedings until
Dec. 22, 2023, which may be extended by the Court from
time-to-time. A motion is scheduled to be heard on Dec. 22, 2023,
to, among other things, extend the stay of proceedings and seek
approval of a sale and investment solicitation process with the
objective of identifying a going concern purchaser for the
Applicants' business or identifying a party to refinance the
Companies' secured debt.
The Companies are commencing these Companies' Creditors Arrangement
Act proceedings with the support of their largest lender to, among
other things, (i) obtain urgently required interim
debtor-in-possession ("DIP") financing in order to maintain
operations in the normal course and fund these CCAA proceedings,
(ii) continue the implementation of their restructuring efforts,
and (iii) pursue a refinancing, sale and investment solicitation
process ("SISP") with a view to identifying and completing a
restructuring transaction.
The proposed CCAA proceedings will provide the stability, framework
and necessary financing for the Companies to continue to canvass
the market to identify a strategic transaction that provides the
best result for the Companies and its stakeholders, thereby
preserving the business as a going-concern for the benefit of
employees, customers, suppliers and end-user patients that rely on
the pharmaceutical products CPL helps to produce.
The proposed Initial Order would, among other things, (i) grant a
stay of proceedings until and including Dec. 22, 2023, or such
later date as this Court may order ("Initial Stay Period") and
certain other customary relief necessary to preserve the Companies'
business and stakeholder value during the Initial Stay Period, and
(ii) authorize the Companies to enter into the DIP Term Sheet with
Deerfield and borrow under the DIP Loan in the maximum principal
amount of $1,500,000 for the Initial Stay Period and approving the
related DIP Lender's Charge that is proposed to rank junior to the
existing first lien indebtedness of the Companies. It is proposed
that KSV Restructuring Inc. act as monitor ("Monitor") in these
proceedings.
The requested relief, including the interim DIP financing, is
urgently needed. The Companies have less than $1.5 million of cash
on hand and owes approximately $5.2 million in past-due amounts to
its suppliers.
A copy of the materials filed in the restructuring proceedings are
available on the Monitor's Website at
https://www.ksvadvisory.com/experience/case/cpl.
Lawyers for the Companies:
Goodmans LLP
Attn: Christopher Armstrong
Erik Axell
Jennifer Linde
Barristers & Solicitors
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, ON M5H 2S7
Tel: 416-979-2211
Fax: 416-979-1234
Email: carmstrong@goodmans.ca
eaxell@goodmans.ca
jlinde@goodmans.ca
Monitor can be reached at:
kSV Advisory Inc.
220 Bay Street, Suite 1300, Box 20
Toronto, Ontario, M5J 2W4
Tel: +1-416-932-6262
Fax: +1-416-932-6266
Email: info@ksvadvisory.com
Contract Pharmaceuticals Limited specializes in the development,
manufacturing, packaging, filing, and testing of non-sterile
liquids, semi-solid pharmaceuticals, and regulated
over-thecounter-products.
CORE CONSTRUCTION: Future Earnings to Fund Plan Payments
--------------------------------------------------------
Core Construction & Development, Inc., filed with the U.S.
Bankruptcy Court for the Middle District of Florida a Plan of
Reorganization dated December 12, 2023.
The Debtor is a construction company which was incorporated in
Florida in 2013. The Debtor specializes in site construction,
handling underground utilities, asphalt and concrete paving, and
foundations.
The Plan under Chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from the Debtor's current and future
earnings.
This Plan provides for 1 class of priority claims; 22 classes of
secured claims; 1 class of general unsecured claims; and 1 class of
equity security holders. Unsecured creditors holding allowed claims
will receive a pro rata distribution of their allowed claim payable
over five years. This Plan also provides for the payment of
administrative and priority claims under the terms to the extent
permitted by the Code or by agreement between the Debtor and the
claimant.
Class 1 consists of Priority Claims. This class includes all
priority debt including the priority portion of the Internal
Revenue Service's claim in the estimated amount of $69,927.19
[Claim No. 56]. Any allowed priority claims will be paid in full
within sixty months from the Petition Date, including pre and post
confirmation interest accruing at the statutory rate if applicable,
in monthly payments, commencing 30 days from the entry of the
Confirmation Order.
Class 2 consists of General Unsecured Claimants. The Debtor will
pay its projected net disposable income to pay claimants in this
class with allowed claims. Creditors in this class will receive a
pro rata distribution of their claim, without interest, in 20 equal
quarterly distributions, with payments commencing on the start of
the calendar quarter immediately following the Effective Date of
Confirmation and continuing for a total of twenty consecutive
quarters. In the event that this quarter starts less than 30 days
after the entry of the Confirmation Order, payment shall not
commence until the following quarter. This Class is impaired.
Class 25 consists of Equity Security Holders of the Debtor. Equity
will retain ownership in the Debtor post-confirmation. No
distributions will be made to equity until such time as all
payments in Class 2 have been made.
Gregory Lee, Paul Hooker, and Gina Guerin will continue to manage
the Debtor postconfirmation. The Plan will be funded by the current
and future income earned by the Debtor.
A full-text copy of the Plan of Reorganization dated December 12,
2023 is available at https://urlcurt.com/u?l=h2mCQa from
PacerMonitor.com at no charge.
Attorney for Debtor:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
Buddy D. Ford, PA
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Telephone: (813) 877-4669
Email: Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About Core Construction & Development
Core Construction & Development, Inc. is a site construction
company incorporated in Florida with offices in Colorado Springs,
Colo., and licensed in many states.
Core Construction & Development filed Chapter 11 petition (Bankr.
M.D. Fla. Case No. 23-03935) on Sept. 7, 2023, with $2,856,992 in
total assets and $5,387,421 in total liabilities. Gregory Lee,
president, signed the petition.
Judge Catherine Peek McEwen oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, PA, is the Debtor's legal
counsel.
CORE SCIENTIFIC: Reaches Global Plan Settlement
-----------------------------------------------
Core Scientific, Inc. (OTC: CORZQ), a leader in high-performance
blockchain computing data centers and software solutions, on Dec.
21 disclosed that it has reached an agreement in principle with all
key stakeholders on the terms of a global settlement (the "Global
Settlement") of its Chapter 11 cases.
The Global Settlement reached with the Ad Hoc Noteholders Group,
the Unsecured Creditors Committee, the Equity Committee, and B.
Riley -- the Company's Debtor in Possession lender -- represents a
significant milestone in the Company's Chapter 11 cases, allowing
the Company to move forward with a consensual plan of
reorganization and to proceed expeditiously towards confirmation
and exit from Chapter 11.
"The global settlement removes key hurdles to our anticipated
emergence from Chapter 11 in January," said Adam Sullivan, Core
Scientific's Chief Executive Officer. "With our team highly focused
on operational excellence, a post-emergence pathway to de-lever our
balance sheet and a plan for continued growth in 2024 and beyond,
we are excited to pursue the opportunities ahead of us in the new
year."
To provide the parties with additional time to finalize updates to
the Company's Chapter 11 Plan (the "Revised Plan") and Disclosure
Statement, and distribute the updated Plan and Disclosure Statement
to certain voting creditors and equity holders, Core Scientific is
adjourning the combined hearing to consider both (a) final approval
of the Disclosure Statement and (b) confirmation of the Plan from
December 22, 2023 to January 10, 2024 (the "Combined Hearing").
Core Scientific also intends to file a motion requesting that the
Court modify certain dates and deadlines with respect to the Plan,
including an extension of the deadlines to vote on the Plan or file
an objection to the Plan. The Company expects to emerge from
Chapter 11 in mid-to-late January 2024.
In light of the Global Settlement and adjournment of the Combined
Hearing, the deadline for participating in the Equity Rights
Offering has been extended to Thursday, December 28, 2023.
About Core Scientific
Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S.
publicly-traded Bitcoin mining company in computing power. Core
Scientific, which was formed following a business combination in
July 2021 with blank check company XPDI, is a large-scale operator
of dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third-party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core
was formed following a business combination in July 2021 with XPDI,
a blank check company.
In July 2022, one of the Company's largest customers, Celsius
Mining LLC, filed for Chapter 11 bankruptcy in New York. With low
Bitcoin prices depressing mining revenue to a record low, Core
Scientific first warned in October 2022 that it may have to file
for bankruptcy if the company can't find more funding to repay its
debt that amounts to over $1 billion. Core Scientific did not make
payments that came due in late October and early November 2022 with
respect to several of its equipment and other financings, including
its two bridge promissory notes.
Core Scientific and its affiliates filed petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific
had total assets of US$1.4 billion and total liabilities of US$1.3
billion.
The case was originally assigned to Judge David R. Jones. The case
was later assigned to Judge Christopher M. Lopez.
The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT
Partners, LP as investment banker; and AlixPartners, LLP as
financial advisor. Stretto is the claims agent.
A group of Core Scientific convertible bondholders is working with
restructuring lawyers at Paul Hastings. Meanwhile, B. Riley
Commercial Capital, LLC, as administrative agent under the
Replacement DIP facility, is represented by Choate, Hall & Stewart,
LLP.
On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee tapped Willkie Farr & Gallagher,
LLP as legal counsel and Ducera Partners, LLC as investment
banker.
The U.S. Trustee for Region 7 appointed an official committee of
equity security holders. The equity committee is represented by
Vinson & Elkins, LLP.
CSC 1 LLC: Trustee Hires LaMonica Herbst & Maniscalco as Counsel
----------------------------------------------------------------
Marianne O'Toole, the trustee appointed in the Chapter 11 cases of
CSC 1 LLC and CSC 2, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ LaMonica
Herbst & Maniscalco, LLP as her counsel.
The firm will provide these services:
(a) advise the trustee on an exit strategy for these cases;
(b) advise and assist the trustee in the operation of CSC 1's
business;
(c) prepare, as may be necessary, a Chapter 11 plan (or plans)
and related documents;
(d) advise and assist the trustee with an investigation into
the Debtors' financial and business affairs;
(e) advise and assist the trustee in the pursuit and recovery
of any avoidable transfers of the Debtors' assets under, inter
alia, sections 544, 546, 547, 548, 549 and 550 of the Bankruptcy
Code and New York State Debtor Creditor law;
(f) prepare, file, and prosecute motions objecting to claims,
as directed by the trustee, that may be necessary to complete the
administration of the Debtors' estates; and
(g) advise the trustee and perform legal services.
The firm will be paid at these rates:
Partners $675
Associates $425
Paraprofessionals $225
Starting January 1, 2024, the firm's new hourly rates are as
follows:
Partners $725
Associates $475
Paraprofessionals $225
In addition, the firm will seek reimbursement for expenses
incurred.
Holly Holecek, Esq., a partner at LaMonica Herbst & Maniscalco,
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:
Holly R. Holecek, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Telephone: (516) 826-6500
Facsimile: (516) 826-0222
Email: hrh@lhmlawfirm.com
About CSC 1 LLC
CSC 1 LLC operates a retail sandwich deli located at 99-103 Third
Avenue in New York, serving drug free meats, nitrate-free north
country smokehouse bacon, cage-free brown eggs, and Balthazar
croissants.
CSC 1 LLC and CSC 2 LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10943) on June
16, 2023. In the petition signed by Richard D. Zaro, manager of
owner, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Judge Lisa G. Beckerman oversees the cases.
H. Bruce Bronson, Esq., at Bronson Law Office, PC serves as the
Debtors' counsel.
Marianne O'Toole was appointed as the trustee in these Chapter 11
cases. She tapped LaMonica Herbst & Maniscalco, LLP as her counsel
and Prager Metis CPAs LLC as accountants.
CSC 1 LLC: Trustee Hires Prager Metis CPAs LLC as Accountant
------------------------------------------------------------
Marianne O'Toole, the trustee appointed in the Chapter 11 cases of
CSC 1 LLC and CSC 2, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Prager Metis
CPAs LLC as her accountants.
The firm will provide these services:
(a) assist the trustee in the preparation of monthly operating
reports, as required by the local rules of the court, and the U.S.
Trustee's guidelines;
(b) assist the trustee in the operation of the business of CSC
1;
(c) perform an investigation and analyses of potential claims
and recoveries;
(d) provide litigation support to the trustee in connection
with litigation that it might be commenced;
(e) advise the trustee in connection with the liquidation or
sale of the Debtors' businesses and assets, as determined by the
trustee;
(f) assist in reconciling filed proofs of claim and scheduled
claims against the Debtors' estates, as requested by the trustee;
(g) assist the trustee in the preparation and review of
Chapter 11 plans;
(h) as may be required, prepare Federal and New York State tax
returns and/or tax documents for the estates;
(i) perform services necessary to preserve and maximize the
value of the assets of the Debtors' estate or to comply with
applicable rules, as requested by the trustee; and
(j) perform such other accounting responsibilities as may be
requested by the trustee.
The firm will be paid at these rates:
Partners $490 - $550
Managers $330
Staff Accountants $300
Starting January 1, 2024, the firm's new hourly rates are as
follows:
Partners $505 - $595
Managers $350
Staff Accountants $315
In addition, the firm will seek reimbursement for expenses
incurred.
Corey Neubauer, a partner at Prager Metis CPAs, 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:
Brian A. Serotta, CPA
Corey H. Neubauer CPA
Prager Metis CPAs LLC
401 Hackensack Ave., 4th Floor
Hackensack, NJ 07601
Telephone: (201) 342-7753
About CSC 1 LLC
CSC 1 LLC operates a retail sandwich deli located at 99-103 Third
Avenue in New York, serving drug free meats, nitrate-free north
country smokehouse bacon, cage-free brown eggs, and Balthazar
croissants.
CSC 1 LLC and CSC 2 LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10943) on June
16, 2023. In the petition signed by Richard D. Zaro, manager of
owner, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Judge Lisa G. Beckerman oversees the cases.
H. Bruce Bronson, Esq., at Bronson Law Office, PC serves as the
Debtors' counsel.
Marianne O'Toole was appointed as the trustee in these Chapter 11
cases. She tapped LaMonica Herbst & Maniscalco, LLP as her counsel
and Prager Metis CPAs LLC as accountants.
DBA TRANSPORTATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: DBA Transportation, Inc.
65 Davinci Drive, Suite B
Bohemia, NY 11716
Chapter 11 Petition Date: December 20, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-74786
Judge: Hon. Robert E Grossman
Debtor's Counsel: Eric J. Snyder, Esq.
WILK AUSLANDER LLP
825 Eighth Avenue
Suite 2900
New York, NY 10019
Tel: 212-981-2300
Email: esnyder@wilkauslander.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles Rampone as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YBSDEBI/DBA_Transportation_Inc__nyebke-23-74786__0001.0.pdf?mcid=tGE4TAMA
DESERT VALLEY: Hires Jason Koontz as Banking Expert
---------------------------------------------------
Desert Valley Steam Carpet Cleaning, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Arizona to employ Jason
Koontz as Banking Expert.
Mr. Koontz will provide expert testimony on Atlas Residential LLC
servicing of the loan to the Debtor, an opinion as to whether
Atlas's unilateral decision to hold the insurance proceeds for more
than 180 days was consistent with commercial loan servicing
industry standards and an opinion explaining loan payoffs and if
Atlas provided a loan payoff consistent with commercial loan
servicing industry standards.
Mr. Koontz will be paid at the rate of $350 per hour, and a
retainer in the amount of $8,000.
Mr. Koontz 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:
Jason Koontz
3818 MacCorkle Avenue SE
Charleston, WV 25304
Tel: (646) 397-3835
About Desert Valley Steam Carpet Cleaning, LLC
Desert Valley Steam Carpet Cleaning, LLC was formed on Aug. 12,
2005, for the purpose of owning and operating a multi-family
housing property located at 603 and 607 North D. St., Eloy, Ariz.
Desert Valley Steam Carpet Cleaning sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00570) on
Jan. 16, 2020. Judge Brenda K. Martin oversees the case.
Randy Nussbaum, Esq., at Sacks Tierney P.A. serves as the Debtor's
legal counsel.
DESERT VALLEY: Seeks Approval to Hire Engineering Expert
--------------------------------------------------------
Desert Valley Steam Carpet Cleaning, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Arizona to employ J.L.D.
Engineering Civil and Structural Design Inspection PLLC, an
engineering expert, in Chandler, Ariz.
The firm will provide engineering expert services to the Debtor in
connection with its adversary action against Atlas Residential LLC,
Case No. 2:20-ap-00093-BKM.
The firm will be paid at its hourly rate of $250, plus expenses.
Raed Dalbik, a civil engineer and member of J.L.D. Engineering
Civil and Structural Design Inspection, 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:
Raed Dalbik
JLD Engineering Civil and Structural Design Inspection PLLC
2822 S. Buckskin Way
Chandler, AZ 85286
Telephone: (602) 790-7958
Email: reed@jld-engineering.com
About Desert Valley Steam Carpet Cleaning
Desert Valley Steam Carpet Cleaning, LLC was formed on Aug. 12,
2005, for the purpose of owning and operating a multi-family
housing property located at 603 and 607 North D. St., Eloy, Ariz.
Desert Valley Steam Carpet Cleaning sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00570) on
Jan. 16, 2020, listing under $1 million in both assets and
liabilities.
Judge Brenda K. Martin oversees the case.
Randy Nussbaum, Esq., at Sacks Tierney P.A. serves as the Debtor's
legal counsel.
DIAMOND SPORTS: In Talks With Amazon for Equity, Streaming Deal
---------------------------------------------------------------
Erin Hudson, Lucas Shaw and Jonathan Randles of Bloomberg Law
report that Amazon.com Inc. is in talks with Diamond Sports Group
and some of its creditors to invest in the bankrupt regional-sports
broadcaster and partner on streaming, according to people familiar
with the matter.
Under the potential deal, Amazon would acquire multiyear streaming
rights to MLB, NBA and NHL games carried on cable channels operated
by Diamond Sports, said the people, who asked not to be identified
discussing a private matter. Diamond would continue to operate the
channels, they said. It's unclear how much Amazon would invest,
but the proposal involves acquiring an equity stake in Diamond,
some of the people said.
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally
Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG
also holds joint venture interests in Marquee, the home of the
Chicago Cubs, and the YES Network, the local destination for the
New York Yankees and Brooklyn Nets. The RSNs produce about 4,500
live local professional telecasts each year in addition to a wide
variety of locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90116) on March 14, 2023. In the petition filed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel;
FTI Consulting, Inc., as financial advisor; and Houlihan Lokey
Capital, Inc., as investment banker.
DIOCESE OF CAMDEN: Modified Chapter 11 Plan Declined for 2nd Time
-----------------------------------------------------------------
Yun Park of Law360 reports that a bankruptcy judge has denied the
Roman Catholic Diocese of Camden, New Jersey's latest modified
proposed Chapter 11 plan, concluding it prejudices insurers'
rights, allows deficient claims and lacks any mechanism to prevent
abuse claimants from being charged unreasonable contingency fees.
About The Diocese of Camden, NJ
The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized under
Canon Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
The petition was signed by Reverend Robert E. Hughes, vicar General
and vice president. At the time of the filing, the Debtor had
total assets of $53,575,365 and liabilities of $25,727,209. Judge
Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland &
Baumann, LLC, is the Debtor's legal counsel.
DUVALTEX INC: Gets CCAA Protection; Names E&Y as Monitor
--------------------------------------------------------
The Quebec Superior Court for the district of Quebec sitting as the
designated tribunal pursuant to the Companies' Creditors
Arrangement Act ("CCAA"), issued a temporary and limited order
("Initial Order") declaring that Duvaltex Inc. and its affiliates
are debtor companies to which the CCAA applies, appointing Ernst &
Young Inc. as monitor ("Monitor") and providing the Debtors with
various rights and relief measures. The Court number assigned for
this matter is 200-11-028987-231.
Under section 23 of the CCAA, a copy of the Initial Order and a
list of the creditors of the Debtors as at Dec. 14, 2023, must be
made available to the creditors. Accordingly, you may obtain a
copy of the Initial Order and the Creditors List as well as various
information pertaining to the CCAA proceedings on the Monitor’s
website at the following address https://www.ey.com/ca/duvaltex.
The Initial Order provides various measures of relief for the
Debtors, including, inter alia, a stay of legal proceedings against
the Debtors or their assets and a prohibition from terminating or
amending contracts or claiming an acceleration of payments. In
view of the Initial Order, the Debtors may not, at this time, pay
amounts due to creditors in connection with goods supplied or
services rendered before the date of the Initial Order, Dec. 14,
2023.
To date, no claims procedure has been approved by the Court and
creditors are therefore not required to file a proof of claim at
this time.
Pursuant to section 23(1)(e) of the CCAA, the Monitor prepared a
report dated December 13, 2023 that was filed with the Court
simultaneously with the filing of the motion for the issuance of
the Initial Order. This report is available on the Monitor's
website, at the address noted above.
The CCAA provides that various reports must be prepared by the
Monitor and filed with the Court from time to time. These reports
include reports on the reasonability of the cash flow projections
provided by the Debtors and reports on the financial and other
state of affairs of the Debtors. The Monitor will publish these
reports on its website (unless the Court orders that they remain
confidential) when they are filed with the Court. Creditors are
advised to consult the Monitor's website periodically to be kept
abreast of developments in this matter.
Persons requiring further information not available on the
Monitor's website or who have additional questions may communicate
with the Monitor by phone at 1-833-453-2984 or by e-mail at
duvaltex@ca.ey.com.
Duvaltex Inc. -- https://duvaltex.com/en-gb -- claims to be North
America's largest office furniture textile manufacturer and a
leading supplier of protective textiles. While enhancing people's
well-being and safety, Duvaltex specializes in the design and
production of advanced textile solutions and sustainable textile
materials.
EBIX INC: Dec. 27 Deadline Set for Panel Questionnaires
-------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Ebix Inc., et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at http://tinyurl.com/33mnzkr7and return by email it to
Asher Bublick - asher.bublick@usdoj.gov - at the Office of the
United States Trustee so that it is received no later than 4:00
p.m., on Wednesday, Dec. 27, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Ebix Inc
Ebix Inc is an international supplier of on-demand infrastructure
software exchanges and e-commerce services to the insurance,
financial, travel, cash remittances, and healthcare industries.
Ebix Inc and 11 of its affiliates filed voluntary petitions for
Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 23-80004) on
Dec. 17, 2023, listing consolidated assets and consolidated
liabilities of $500 million to $1 billion. Amit K. Garg as chief
financial officer, signed the petitions.
Hon. Scott W. Everett presides over the cases.
Sidley Austin LLP serve as the Debtors' legal counsel.
AlixPartners, LLP is the Debtors' financial advisor. Jefferies LLC
is the Debtors' Investment Banker. Omni Agent Solutions, Inc. is
the Debtors' claims, noticing and solicitation agent.
EBIX INC: Files Chapter 11 Amid Debt Woes, Short-Seller Attacks
---------------------------------------------------------------
Insurance software firm Ebix Inc. filed for bankruptcy after
struggling to bounce back from high interest rates and looming debt
payments.
CFO Amit K. Garg explained in court filings that over the past
several decades, the Company has grown significantly to become a
leading international provider of a variety of technology services,
focusing on the insurance, financial services, travel, and
healthcare industries. In recent years, however, the Company's
continued growth and success has faced significant headwinds, he
said.
The increased interest rate environment and the maturity of the
Debtors' prepetition credit facility have led the Debtors to seek
the protections afforded by the Bankruptcy Code to gain the
breathing room necessary to facilitate the orderly engagement with
their stakeholders and determine how best to maximize the value of
their assets.
The Debtors owe approximately $650 million for term loans and
revolving loans outstanding under the prepetition credit facility
with Regions Bank, as administrative agent and collateral agent.
The facility was set to mature on Feb. 23, 2023, but the maturity
was extended via various amendments. The prepetition lenders
declined to further extend the forbearance window beyond Dec. 17,
2023
The Debtors have no other funded debt obligations, although the
Debtors do have relatively significant trade payable balances,
including with respect to a judgement creditor with respect to a
payment guarantee obligation owed by Debtor Ebix, Inc.
Ebix's common stock is publicly listed on the Nasdaq Global Market
under the ticker symbol "EBIX." In June 2022, Ebix's stock was hit
by short seller attacks after Hindenburg Research published a
scathing report on Ebix, Inc. (NASDAQ:EBIX) titled "Ebix: This
House of 'Cards'" .
Ebix is the parent of Indian fintech company EbixCash, which
facilitates payments, foreign exchange and prepaid gift cards.
Six Continents
The Company's goal is to be a leading facilitator of insurance and
financial transactions around the world. The Company seeks to
combine up-to-date technology with consulting, systems design and
integration, IT and business process outsourcing, applications
software, and web and application hosting to meet the individual
needs of organizations.
The Debtors have 400 employees, who work remotely or at the
Company's worldwide headquarters in Johns Creek, Georgia. In
addition, the Debtors' business operations are supported by
hundreds of independent contractors and over a thousand employees
in their non-debtor affiliates.
The broader cvompany operations are supported by 10,000 employees
located across approximately 200 offices worldwide (including in
Australia, Brazil, Canada, India, Indonesia, New Zealand, the
Philippines, Singapore, the United Kingdom, and the United Arab
Emirates). The Company's international operations provide
products, services, support, and consultancy services to thousands
of customers in over 70 countries across six continents.
Issues Prompting Chapter 11
Due to increased interest rate pressures in the past 12 months,
interest rate expense has increased from approximately $32 million
in 2020 to approximately $93 million in 2023. The steady increase
in interest rates and cost of capital, with minimal to no relief in
the near term, has detrimentally impacted the Company's ability to
not only service its debt obligations, but also obtain alternative
financing and acquire the necessary breathing room to explore value
maximizing transactions outside of bankruptcy.
In addition, the Company faced headwinds from the resignation of
its independent auditor, RSM US LLP. In early 2021, RSM resigned
over a disagreement with management on the treatment of certain
accounting classifications, including with respect to the Company's
gift card business.
The Company quickly engaged two independent auditors to audit the
Company's India businesses, and engaged Skadden, Arps, Slate,
Meagher & Flom LLP and accounting experts from AlixPartners LLP to
assist the Company with respect to an investigation into the
matters identified by RSM. Ultimately, having reviewed the work
performed by AlixPartners and considering all their observations,
the Debtors’ Board of Directors was satisfied that no steps were
necessary with respect to the Company’s gift card business.
Nonetheless, the market dramatically reacted to the resignation of
RSM. A subsequent report issued by Hindenburg Research (which the
Company strongly contested, including by seeking a restraining
order that was granted by the Tis Hazari Court in Delhi from
further dissemination of the report), caused a 40% decline in the
market value of the Company, and precipitated a number of
shareholder actions (all of which are either stayed or have been
dismissed). The RSM resignation also required an amendment to the
Prepetition Credit Facility.
In light of the impending maturity of the Prepetition Credit
Facility, the Company spent considerable time, effort, and cost
pursuing multiple avenues towards a value-maximizing out-of-court
solution for repayment of its borrowings under the Credit Facility.
These efforts have been an additional drag on the Company, both in
terms of time and focus required from the Company's management
team, as well as in advisor and deal-related costs. Nonetheless,
the Company vigorously pursued multiple paths over the past year to
find a solution that would repay the Credit Facility in full while
delivering maximum value to existing shareholders.
Despite the Company's vigorous efforts to effectuate an
out-of-court solution that would repay the Prepetition Credit
Facility in full and maximize the value of the Company for all
stakeholders, the Company ultimately was not able to consummate
such a transaction prior to the expiration of the forbearance
window on Dec. 17, 2023, and the prepetition lenders were unwilling
to provide further extensions of time. Accordingly, the Debtors
commenced chapter 11 cases to provide additional time to determine
the best available path to preserve value for the benefit of all
stakeholders.
Sale of NA L&A Assets
Beginning March 2023, Jefferies conducted a marketing process for
the Debtors' North American Life and Annuity Assets (the "NA L&A
Assets").
Before filing for bankruptcy, the Debtors, together with their
advisors, determined that entry into an agreement with a stalking
horse for the NA L&A Assets would maximize value by providing a
framework and a floor for these assets. Accordingly, the Debtors
and their advisors worked extremely hard to secure a stalking horse
bid (the "Stalking Horse Bid") for the NA L&A Assets submitted by
Zinnia Distributor Solution LLC. The Stalking Horse Purchaser is
prepared to expeditiously complete the diligence process and
execute definitive documentation to consummate the purchase of the
NA L&A Assets, subject to higher or otherwise better offers.
The Debtors and their lenders into a Restructuring Support
Agreement on Dec. 17, 2023. Pursuant to the RSA, the Debtors agreed
to pursue a sale of some or all of their assets, sufficient to
repay the prepetition lenders in full. In exchange, the lenders
agreed to support the Debtors in pursuing the Sale Transaction(s).
And, the Prepetition Lenders agreed to forbear from exercising
remedies against the Debtors' subsidiaries, Ebix Singapore Pte Ltd
and Ebix International Holdings Limited, who are guarantors on the
Prepetition Credit Facility but not debtors in the Chapter 11
cases. The RSA requires the Debtors to conduct an auction within
125 days from the Petition Date.
About Ebix Inc.
Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta,
Georgia, and it supplies software and electronic commerce solutions
to the insurance industry. With approximately 200 offices across 6
continents, Ebix, Inc., (NASDAQ: EBIX) endeavors to provide
on-demand infrastructure exchanges to the insurance, financial
services, travel and healthcare industries.
Ebix Inc. and its affiliates sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec.
17, 2023. In the petition filed by Amit K. Garg, as secretary and
authorized signatory, Ebix listed assets and liabilities between
$500 million and $1 billion.
The Honorable Bankruptcy Judge Scott W Everett oversees the case.
The Debtors tapped SIDLEY AUSTIN LLP as bankruptcy counsel;
ALIXPARTNERS, LLP, as financial advisor; and JEFFERIES LLC as
investment banker. OMNI AGENT SOLUTIONS, INC., is the claims
agent.
ENDO INT'L: Has New Plan for Debt-Equity Deal, DOJ Settlement
-------------------------------------------------------------
Endo International plc (OTC: ENDPQ) on Dec. 19, 2023, disclosed
that it has taken an important step toward concluding its financial
restructuring process by filing a proposed Plan of Reorganization
(the "Plan") and related Disclosure Statement with the U.S.
Bankruptcy Court for the Southern District of New York (the
"Court"). These filings pave the way for Endo to promptly emerge
from Chapter 11 with a strengthened balance sheet and to advance
its ongoing business transformation.
The Plan is a preferred alternative to the previously announced
sale of substantially all the Company's assets to holders of Endo's
first lien debt (the "Ad Hoc First Lien Group") under Section 363
of the U.S. Bankruptcy Code, with substantially similar terms: a
purchase of substantially all of the Company's assets via a credit
bid of existing first lien debt, the assumption of certain
liabilities, and offers of employment to all of Endo's active team
members. This ownership transfer, as previously announced, will
result in a significant reduction in outstanding indebtedness
relative to Endo's current capital structure and materially benefit
opioid and other litigation-related claimants through the
establishment of funded trusts. Endo is working with its
stakeholders to finalize the documentation related to the
transaction.
In addition to the previously reached settlements, the Plan
incorporates the recently announced economic settlement in
principle with the U.S. Department of Justice providing for payment
of $364.9 million over 10 years, or $200 million if the obligation
is paid in full on the Plan effective date, plus up to an
additional $100 million if the Company's EBITDA exceeds the defined
baseline during the period 2024 to 2028. This settlement is subject
to satisfactory resolution of criminal and civil fraud claims
against the Company related to the historical sale and marketing of
Opana(R) ER, which the Company ceased promoting directly to U.S.
healthcare providers in 2016.
"We are pleased to have reached this milestone in our financial
restructuring, during which time we've made steady progress
advancing our strategic priorities," said Blaise Coleman, Endo's
President and Chief Executive Officer. "The Plan provides a clear
path forward for Endo to emerge from this process on stronger
financial footing in the second quarter of 2024."
The Company will seek conditional approval of its Disclosure
Statement at a hearing before the Court currently scheduled for
January 9, 2024. Assuming Court approval, the Disclosure Statement
and Plan will be mailed to Endo's creditors eligible to vote, and
the Court will schedule a hearing to confirm the Plan.
Additional Information
Court filings and information about the claims process are
available at https://restructuring.ra.kroll.com/endo; by calling
the Supplier Hotline at (877) 542-1878 (toll-free) or +1 (929)
284-1688 (international); or by emailing
EndoInquiries@ra.kroll.com.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, PJT Partners LP is serving as investment banker, and
Alvarez & Marsal is serving as financial advisor to Endo.
About Endo International
Endo International plc (OTC: ENDPQ) is a generics and branded
pharmaceutical company. It develops, manufactures, and sells
branded and generic products to customers in a wide range of
medical fields, including endocrinology, orthopedics, urology,
oncology, neurology, and other specialty areas. On the Web:
http://www.endo.com/
On Aug. 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11 proceedings
(Bankr. S.D.N.Y. Lead Case No. 22-22549).
On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and
Operand Pharmaceuticals Holdco III Limited each filed a voluntary
Chapter 11 petition also in the U.S. Bankruptcy Court for the
Southern District of New York. On May 31, 2023, Operand
Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited
each filed a voluntary Chapter 11 petition also in the Southern
District of New York.
The Company's cases are jointly administered before the Honorable
James L. Garrity, Jr.
Endo initiated the financial restructuring process after reaching
an agreement with a group of its senior debtholders on a
transaction that would substantially reduce outstanding debt,
address remaining opioid and other litigation-related claims, and
best position Endo for the future. This would allow the Company to
advance its ongoing business transformation from a strengthened
financial position to create compelling value for its stakeholders
over the long term.
Endo's India-based entities are not part of the Chapter 11
proceedings. The Company has filed recognition proceedings in
Canada and expects to file similar proceedings in the United
Kingdom and Australia.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as
legal counsel; PJT Partners, LP as investment banker; and Alvarez &
Marsal North America, LLC as financial advisor. Kroll
Restructuring Administration, LLC, is the claims agent and
administrative advisor. A Website dedicated to the restructuring
is at http://www.endotomorrow.com/
Roger Frankel, the legal representative for future claimants in the
Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners,
LLC, as investment banker.
EXPERTUS HEALTH: Case Summary & Five Unsecured Creditors
--------------------------------------------------------
Debtor: Expertus Health, LLC
2718 Squirrel Hollow Drive
Linden, TN 37096
Business Description: Expertus Health owns a commercial building
& 6.8 acres located at 2718 Squirrel Hollow
Dr., Linden, TN, valued at $1.74 million.
The Debtor also owns three other properties
in Linden, TN valued at $80,100.
Chapter 11 Petition Date: December 20, 2023
Court: United States Bankruptcy Court
Western District of Tennessee
Case No.: 23-11673
Judge: Hon. Jimmy L. Croom
Debtor's Counsel: C. Jerome Teel Jr., Esq.
TEEL & GAY, PLC
425 East Baltimore
Jackson, TN 38301
Tel: (731) 424-3315
Fax: (731) 424-3501
E-mail: jerome@tennesseefirm.com
Total Assets: $1,959,712
Total Liabilities: $678,813
The petition was signed by Jason Weil as single member/CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/SHQFW5A/Expertus_Health_LLC__tnwbke-23-11673__0001.0.pdf?mcid=tGE4TAMA
FANJOY CO: Continued Operations to Fund Plan Payments
-----------------------------------------------------
Fanjoy Co., filed with the U.S. Bankruptcy Court for the Northern
District of Georgia a Disclosure Statement for Plan of
Reorganization dated December 14, 2023.
Debtor is an online company that provides platform and merchandise
marketplace services to social media content creators ("Content
Creators").
In concert with its client Content Creators, Debtor operates the
fanjoy.co website, which provides end-to-end design, production,
fulfillment, customer support, e-mail marketing, photoshoots,
product shots, and paid advertisement services for its Content
Creators (the "Business"). In this manner, Debtor operates as an
intermediary between the Content Creators and their Followers.
In 2018, one of Debtor's largest client Content Creators was
cancelled, which caused Debtor to lose a significant percentage of
its regular income. This reduction in income created a liquidity
crunch and forced Debtor to seek cash in the form of a loan from
CircleUp Credit Advisors LLC in March of 2022 (the "CircleUp
Loan"). On February 10, 2023 Debtor was placed into default by
CircleUp for the non-monetary default of incurring additional debt
from WebBank (Shopify Capital).
On May 30, 2023 the Superior Court for the State of California,
County of Los Angeles appointed James Wong as receiver (the
"Receiver") over Debtor (the "Receivership"). Debtor filed for
Chapter 11 bankruptcy on August 8, 2023 with the purpose of
reorganizing Debtor's Business for a return to profitability and in
an effort to provide an equitable return to all of its creditors.
The Plan contemplates the reorganization and ongoing business
operations of Debtor and the resolution of the outstanding the
claims against and interests in Debtor pursuant to Sections 1129(b)
and 1123 of the Bankruptcy Code. The Plan classifies all claims
against and interests in the Debtor into separate Classes.
The source of funds for the payments will be from Debtor's
continued operations.
"Creditor Payment" means the projected disposable income after
payment of the other class payments set forth on the Budget and
reservation of necessary cash reserves of Debtor to be received in
the five-year period beginning on the date that the first payment
is due under this Plan, which will be applied to make payments
under the Plan, as more specifically set forth to this Plan in the
line item entitled "Other Creditors." The Creditor Payment shall be
fixed based upon the amount set forth on the Budget.
The Debtor shall pay the Creditor Payment in satisfaction of its
obligations to: (i) Allowed Administrative Expense Claims, (ii)
Allowed Priority Claims and (ii) Class 8 General Unsecured Claims.
The Allowed Secured Claim of the CircleUp, as set forth in Class 4
of the Plan, shall be paid pursuant to the provisions of Class 4
and the CircleUp will not share in the Creditor Payment except to
the extent of the unsecured portion of the Total Class 4 claim.
The Debtor shall pay the Creditor Payment commencing on May 1, 2024
and continuing by the last day of each subsequent month (or the
next Business Day if the last day of the month is not a Business
Day) and continuing until the later of (i) the payment in full of
all Allowed Administrative and Allowed Priority Claims and (ii)
payment of the total amount of the budgeted Creditor Payments that
are budgeted through and including May 1, 2029 (the "Creditor
Payments Term").
A full-text copy of the Disclosure Statement dated Dec. 14, 2023 is
available at https://urlcurt.com/u?l=bFOo5N from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Leslie M. Pineyro, Esq.
Mark Gensburg, Esq.
Jones & Walden LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: lpineyro@joneswalden.com
About Fanjoy Co.
Fanjoy Co. has been operating since 2014 and was incorporated in
Delaware in 2014 to provide platform and merchandise marketplace
services to social media content creators. The Debtor operates the
fanjoy.co website, which provides end-to-end design, production,
fulfillment, customer support, e-mail marketing, photoshoots,
product shots, and paid advertisement services for its Content
Creators. The business is operated by the Debtor's principal,
Christopher Vaccarino, out of his residence in Brookhaven,
Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57565) on August 8,
2023, with up to $500,000 in assets and up to $10 million in
liabilities. Christopher Vaccarino, president, signed the
petition.
Judge Paul W. Bonapfel oversees the case.
Leslie Pineyro, Esq., at Jones and Walden, LLC, represents the
Debtor as legal counsel.
FANJOY CO: Gets Court Approval to Hire Accountant
-------------------------------------------------
Fanjoy Co. received approval from the U.S. Bankruptcy Court for the
Northern District of Georgia to employ Palmetto, Zeigler,
Chamberlain & Perrella, PL as its accountant.
The Debtor requires an accountant to provide tax filing, dispute,
and accounting services during this case, including, but not
limited to, its need for professional assistance in replying to the
Texas Comptroller of Public Accounts.
The hourly rates of the firm's professionals are as follows:
David Hixson, CPA $400
Alain Rodriguez, CPA $220
David Hixson, CPA, a member of Palmetto, Zeigler, Chamberlain &
Perrella, 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:
David Hixson, CPA
Palmetto, Zeigler, Chamberlain & Perrella, PL
2901 West Cypress Creek Road
Fort Lauderdale, FL 33309
Telephone: (954) 432-3100
About Fanjoy Co.
Fanjoy Co. has been operating since 2014 and was incorporated in
Delaware in 2014 to provide platform and merchandise marketplace
services to social media content creators. The Debtor operates the
fanjoy.co website, which provides end-to-end design, production,
fulfillment, customer support, e-mail marketing, photoshoots,
product shots, and paid advertisement services for its Content
Creators. The business is operated by the Debtor's principal,
Christopher Vaccarino, out of his residence in Brookhaven,
Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57565) on August 8,
2023, with up to $500,000 in assets and up to $10 million in
liabilities. Christopher Vaccarino, president, signed the
petition.
Judge Paul W. Bonapfel oversees the case.
The Debtor tapped Leslie Pineyro, Esq., at Jones and Walden, LLC as
legal counsel and Palmetto, Zeigler, Chamberlain & Perrella, PL as
accountant.
FINANCIAL STRATEGIES: Hires Eric A. Liepins PC as Counsel
---------------------------------------------------------
Financial Strategies Acquisition Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Eric
A. Liepins, PC as its bankruptcy counsel.
The Debtor requires legal assistance for the purpose of orderly
liquidating the assets, reorganizing the claims of the estate, and
determining the validity of claims asserted in the estate.
The firm will be paid at these rates:
Eric A. Liepins $275 per hour
Paralegals and Legal Assistants $30 to $50 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has been paid a retainer of $5,000 plus filing fee.
Eric A. Liepins, Esq., the sole shareholder of the firm, disclosed
in a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Financial Strategies Acquisition Corp.
Financial Strategies Acquisition Corp. filed Chapter 11 petition
(Bankr. N.D. Texas Case No. 23-32655) on November 13, 2023, with
$1,000,001 to $10 million in assets and liabilities. The petition
was filed pro se.
Judge Scott W. Everett oversees the case.
FIRST BRANDS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable and
affirmed its 'B+' issuer credit rating on First Brands Group LLC.
The positive outlook reflects the potential that S&P could raise
its rating on First Brands within the next 12 months if the company
continues to operate within its expectations, successfully
integrates recent acquisitions, realizes planned cost savings, and
can more efficiently manage working capital.
The positive outlook on First Brands reflects its increased scale,
steady margins, and stable credit metrics despite its very
aggressive acquisition strategy. First Brands expects to generate
nearly $4 billion of revenues in 2023, up more than 40% from the
previous year and 2.5 times bigger than its 2020 revenue base.
First Brands grew revenue primarily by acquiring underperforming
brands and launching new products, which has enabled the company to
grow share with customers, particularly large, big box auto parts
retailers. The company's increased scale has contributed to
improved operating leverage and efficiency at its plants as well as
greater purchasing power with its vendors.
Furthermore, the company has realized cost savings related to
prior-period restructuring actions including headcount reductions,
plant consolidation, and changes to its procurement processes. S&P
said, "These actions along with increased operating leverage have
resulted in EBITDA margins of around 25% through the first three
quarters of 2023, above our previous estimate and in line with the
previous year. While we do not expect the company to maintain
margins at 25%, we forecast the company to maintain margins of at
least 20%, somewhat weaker than this year because the less
profitable acquired businesses burden margins."
S&P said, "We expect the company will maintain leverage below 4.5x
and FOCF to debt above 5% despite large debt-financed mergers. This
year, First Brands has spent nearly $1 billion on acquisitions,
which it funded via several add-ons to its first-lien term loan
tranches and we expect it will continue to follow this strategy. We
will look for First Brands to extend its track record of
integrating these companies with limited impact to its margins. We
also think the company has a more resilient revenue base with its
focus on maintenance and repair products. This should support
steadier revenues at First Brands even in a weaker consumer
environment compared to more discretionary product-focused
aftermarket peers.
"While First Brands FOCF was weaker in 2022 due to outsized working
capital investment, we forecast that working capital volatility
will lessen over the next couple of years. In 2022, the company had
working capital outflows of more than $300 million in the final
quarter, resulting in negative FOCF for the full year. In our
latest base case, we anticipate First Brands will incur a more
manageable $50 million-$100 million of annual net working capital
outflows over the next couple of years as it replenishes inventory
and grows sales volumes. Still, we will look for the company to
continue to demonstrate this more efficient working capital
management and consistent free cash flows before considering an
upgrade."
First Brands has maintained abundant liquidity sources in recent
periods as it executes its merger and acquisition (M&A)
consolidation strategy and manages working capital. The company
ended its third quarter 2023 with total liquidity exceeding $1
billion, consisting of cash on balance sheet of $909.2 million and
net asset-based loan (ABL) revolver availability of $173.8 million
(net $76.2 million letter of credit). S&P expects First Brands to
use up portion of cash position to fund M&A over the coming
quarters as well as manage working capital. Furthermore, the
company's covenant-lite capital structure has no near-term debt
maturities until its first-lien term loan comes due in March 2027,
followed by its second-lien term loan in March 2028.
S&P said, "The positive outlook reflects the potential that we
could raise our rating on First Brands within the next 12 months if
the company continues to operate within with our expectations,
successfully integrates recent acquisitions, realizes planned cost
savings, and can more efficiently manage working capital.
"We could revise our outlook to stable if we expect EBITDA margins
to be sustained below 20%, leading to potentially weaker credit
metrics. Margins could be weaker if First Brands experienced a
customer loss that led to lower sales volumes, experienced
disruptions while integrating recent acquisitions, or faced
operational challenges that adversely affected its cost structure.
We could also consider revising the outlook if the company
increased leverage significantly through a larger-than-expected
acquisition."
S&P could raise its rating on First Brands if:
-- The company can grow its scale, maintain EBITDA margins of
above 20%, integrate recent acquisitions with minimal disruptions,
and better manage working capital; and
-- The company maintains credit metrics near recent levels or
better with debt to EBITDA in the mid-4x area and FOCF to debt
greater than 5%.
S&P said, "Environmental factors have an overall neutral influence
on our credit rating analysis of First Brands Group LLC. As an
aftermarket supplier of brakes, filters, and wipers (85% of revenue
tied to the replacement market), with a focus on vehicles that are
typically six years old or older, the company is relatively
insulated from trends toward vehicle electrification. Governance is
a moderately negative consideration. We view First Brands'
controlling ownership by its founder owner as demonstrating
corporate decision-making that prioritizes the interests of the
controlling owner over other shareholders. In our view, this
structure could also limit the effectiveness of its board of
directors."
FRG ENTERPRISES: Fox's Bagel & Deli Hits Chapter 11 Bankruptcy
--------------------------------------------------------------
Dan Eaton of Columbus Business First reports that the owner of the
Fox's Bagel & Deli, still in legal battle with Block's Bagels, has
filed for Chapter 11 bankruptcy protection.
FRG's two Fox's locations -- at the North Market Downtown and near
Bexley at 3012 E. Broad St -- remain open and operating.
"Customers can expect the same standards of high-quality products
and services they have come to know and love from Fox's Bagels,"
owner Jeremy Fox said in a statement.
FRG is majority owned by Fox, who originally operated the North
Market and Broad Street shops as licensed Block’s Bagels
locations.
Last fall, Fox converted the shops he operated to his own brand, a
move that resulted in a lawsuit from the Block family, who are
arguing Fox had four years remaining on a 10-year agreement with
them.
That case is in the Franklin County Court of Common Pleas and
heading for an August 2024 trial, according to court documents.
But FRG has now requested a stay, given the bankruptcy filing.
Block's has been a Columbus institution for more than 50 years. It
continues to operate a store on McNaughten Road in east Columbus.
Restructuring
Fox said the decision to file for bankruptcy allows the company to
reorganize and restructure its obligations.
"The company will be able to make necessary changes to its
operations, products and services in order to better meet the needs
and expectations of its customers," he said in a statement. "This
will ultimately lead to a more sustainable and successful future
for Fox's Bagels."
According to financial documents in the bankruptcy filing, FRG saw
a $165,386 loss in 2022 and a $227,449 loss for 2023 as of Oct. 20.
It said sales for the year as of that date were $1.6 million.
Fox's largest creditor is Florida-based MNG Investments, which is
owed $334,375. Its claim is on all assets, receivables, inventory
and cash. MNG is a 25% owner of FNG Enterprises. Fox owns the other
75%.
Columbus law firm Onda Labuhn Ernsberger & Boggs is the
second-largest creditor at $148,067. It is representing FRG in the
Block's case.
The Block family company, HB3 LLC, is the fourth-largest creditor
and is owed $14,000 for trade debts and contracts, according to the
filing.
About FRG Enterprises Inc.
FRG Enterprises Inc. -- https://www.foxsbageldeli.com/ -- owns and
operates the Fox's Bagel & Deli in Columbus, Ohio. FRG has two
Fox's locations: at the North Market Downtown and near Bexley at
3012 E. Broad St. The business is owned by Jeremy Fox, who
previously operated Block's Bagels stores.
FRG Enterprises Inc. sought relief under Subchapter V of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-54240) on Dec. 6,
2023. In the petition filed by Jeremy Fox, as member, the Debtor
reported between $100,001 and $500,000 in assets and $500,000 to $1
million in liabilities.
The Debtor is represented by:
Matthew T Schaeffer, Esq.
165 North Merkle Road
Columbus, OH 43209
GAUCHO GROUP: Grosses $427K From Private Placement Offering
-----------------------------------------------------------
Gaucho Group Holdings, Inc. filed with the Securities and Exchange
Commission an amended Current Report on Form 8-K/A which amends the
Company's Current Report dated Nov. 30, 2023 and filed with the SEC
on Dec. 6, 2023 to correct certain Form 8-K items under which
certain events were disclosed.
The Original Filing announced that on Dec. 4, 2023, pursuant to the
Private Placement, the Company issued a total of 1,000,000 shares
of common stock for gross proceeds of $600,000 at $0.60 per share.
On Dec. 4, 2023, the correct number of shares issued was 711,776 at
$0.60 per share and the correct amount of gross proceeds received
was $427,066.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s
(gauchoholdings.com) mission has been to source and develop
opportunities in Argentina's undervalued luxury real estate and
consumer marketplace. The Company has positioned itself to take
advantage of the continued and fast growth of global e-commerce
across multiple market sectors, with the goal of becoming a leader
in diversified luxury goods and experiences in sought after
lifestyle industries and retail landscapes.
Gaucho reported a net loss of $21.83 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.39 million for the year
ended Dec. 31, 2021. As of March 31, 2023, the Company had $21.01
million in total assets, $8.60 million in total liabilities, and
$12.40 million in total stockholders' equity.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Gaucho disclosed that based upon projected revenues and expenses,
the Company may not have sufficient funds to operate for the next
twelve months from the date of the report. Since inception, the
Company's operations have primarily been funded through proceeds
received from equity and debt financings. The
Company believes it has access to capital resources and continues
to evaluate additional financing opportunities. There is no
assurance that the Company will be able to obtain funds on
commercially acceptable terms, if at all. There is also no
assurance that the amount of funds the Company might raise will
enable the Company to complete its development initiatives or
attain profitable operations. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
GAUCHO GROUP: Responds to Argentina President's Recent Measures
---------------------------------------------------------------
Gaucho Group Holdings, Inc. announced its response to Argentina
President Milei's recent shock measures, including the devaluation
of the peso by 54% and the introduction of a crawling peg weakening
the peso by 2% per month. Milei's decisive actions aim to address
Argentina's economic challenges, with the goal of stabilizing the
economy and the creation of a more business-friendly market.
Gaucho Holdings believes that, despite initial challenges, these
measures pave the way for Argentina's dollarization and herald a
new era of economic revitalization and investment growth in the
country.
According to the Company, "As Argentina undertakes these bold
economic reforms, Gaucho Holdings stands ready to seize the
opportunities that emerge. With a deep-rooted history of
investment in Argentina since 2007, the Company is uniquely
positioned to capitalize on the evolving landscape. Gaucho
Holdings maintains a diversified portfolio, encompassing fully
operational companies across various sectors, while its established
synergies enable streamlined operations. Furthermore, the Company
boasts a seasoned and experienced management team well-versed in
navigating the Argentine market."
Scott Mathis, CEO, and Founder of Gaucho Group Holdings, stated,
"Gaucho Holdings is the vehicle for global investors to participate
in Argentina's assets, offering diversified investments in luxury
real estate, hotels, leather goods, and other timely opportunities.
Operating in an environment with multiple currency rates and wide
spreads between official and blue rates, the narrowing spread
presents an immediate positive impact in the way of increased
revenues and earnings. We anticipate some of our breakeven
operations can now turn profitable with the new devaluation. It's
an exciting time indeed, with more business-friendly initiatives in
the works."
Gaucho Holdings said it looks forward to unveiling advanced plans
for new and exciting initiatives in 2024 as Argentina embarks on
this transformative journey. As the country charts its course
towards dollarization, Gaucho Holdings remains steadfast in its
commitment to contributing to Argentina's growth and prosperity.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s
(gauchoholdings.com) mission has been to source and develop
opportunities in Argentina's undervalued luxury real estate and
consumer marketplace. The Company has positioned itself to take
advantage of the continued and fast growth of global e-commerce
across multiple market sectors, with the goal of becoming a leader
in diversified luxury goods and experiences in sought after
lifestyle industries and retail landscapes.
Gaucho reported a net loss of $21.83 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.39 million for the year
ended Dec. 31, 2021. As of March 31, 2023, the Company had $21.01
million in total assets, $8.60 million in total liabilities, and
$12.40 million in total stockholders' equity.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Gaucho disclosed that based upon projected revenues and expenses,
the Company may not have sufficient funds to operate for the next
twelve months from the date of the report. Since inception, the
Company's operations have primarily been funded through proceeds
received from equity and debt financings. The
Company believes it has access to capital resources and continues
to evaluate additional financing opportunities. There is no
assurance that the Company will be able to obtain funds on
commercially acceptable terms, if at all. There is also no
assurance that the amount of funds the Company might raise will
enable the Company to complete its development initiatives or
attain profitable operations. These factors raise substantial
doubt about the Company's ability to continue as a going concern.
GENESIS CARE: Sutter Health, 2 Others Selected as Winning Bidders
-----------------------------------------------------------------
Genesis Care Pty Limited and its affiliates announced in a filing
with the U.S. Bankruptcy Court for the Southern District of Texas
the latest winning bidders for their assets.
In a Dec. 11 notice filed with the court, the companies said they
selected the offers received from Sutter Health, MRKS Inc., and
Pitt County Memorial Hospital as the winning bids for assets sold
at a recently held auction.
The assets include five Genesis Care practices in California; 60%
of the equity interests of GenesisCare USA Salinas Valley Memorial
Radiation Therapy Management, LLC owned by U.S. Cancer Care, Inc.;
and 50% of the equity interests of Vidant Radiation Oncology, LLC
owned by North Carolina Radiation Therapy Management Services,
LLC.
MRKS and Pitt County Memorial Hospital are acquiring 100% of the
Salinas Valley equity interests and the Vidant equity interests,
respectively. Meanwhile, Sutter Health is buying the Genesis Care
practices located in San Luis Obispo, Modesto, Santa Cruz,
Templeton and Stockton in California.
Genesis Care, an Australia-based operator of cancer treatment
centers, is selling its bankrupt U.S. operations in pieces instead
of attracting a buyer willing to rescue the entire business.
The company announced the first set of winning bidders on Nov. 13,
which included City Hospital Inc., American Shared Hospital
Services, Oncology Consultants PLLC, and Greenbelt Radiation
Oncology Center, LLC.
City Hospital offered to purchase 60% of the equity interests owned
by GenesisCare USA, Inc. of Ambergris, LLC while American Shared
Hospital Services made an offer to buy 60% of the equity interests
of Southern New England Regional Cancer Center, LLC owned by
GenesisCare USA, Inc. and 60% of the equity interests of Roger
Williams Radiation Therapy, LLC owned by New England Radiation
Therapy Management Services, Inc.
Oncology Consultants is the winning bidder for three Genesis Care
practices in Nevada and one practice in Washington while Greenbelt
Radiation Oncology Center is the winning bidder for one Genesis
Care practice in Greenbelt, Md.
On Dec. 4, Genesis Care announced another set of winning bidders,
which included:
(i) UMass Memorial Health – Harrington Hospital Inc., the
buyer for 72.5% of the equity interests of Central Massachusetts
Comprehensive Cancer Center, LLC owned by New England Radiation
Therapy Management Services, Inc.;
(ii) Central Kentucky Radiation Oncology Group, LLC, the buyer
for two Genesis Care practices in Danville and Frankfort, Ky.; and
(iii) Rad Onc Investment Associates, LLC, the buyer for the
properties owned by California Radiation Therapy Management
Services, Inc., including tangible assets; all inventories of
goods, materials and supplies; and all rights and interests in
contracts to be assigned to the buyer.
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
Genesis Care Pty Ltd. and its affiliated debtors sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas
Lead Case No. 23-90614) on June 1, 2023. In the petition signed by
Richard Briggs, as authorized signatory, Genesis Care disclosed up
to $10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsel; PJT Partners, LP as investment banker; Alvarez and Marsal
North America, LLC as restructuring advisor; Herbert Smith
Freehills, LLP as foreign legal counsel; Teneo as communications
advisor; and Clayton Utz as special investigation counsel. Kroll
Restructuring Administration, LLC is the notice and claims agent.
On June 15, 2023, the U.S. Trustee for the Southern District of
Texas appointed an official committee of unsecured creditors. The
trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local
counsel, and Berkeley Research Group, LLC as financial advisor.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
GRAND STREET: Seeks to Hire Helbing Law as Bankruptcy Counsel
-------------------------------------------------------------
Grand Street Holding Group, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ Helbing
Law, LLC to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Erik Helbing, Esq. $325
Matthew Gross $275
Legal Assistants $125
In addition, the firm will seek reimbursement for expenses
incurred.
Erik Helbing, Esq., an attorney at Helbing Law, 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:
Erik M. Helbing, Esq.
Helbing Law, LLC
109 West Broad Street
Tamaqua, PA 18252
Telephone: (570) 668-1241
Facsimile: (570) 371-5445
Email: bk@boweodorizzilaw.com
About Grand Street Holding Group
Grand Street Holding Group, LLC is the owner of real estate located
at 325 Grand Street, Paterson, NJ valued at $1.36 million.
Grand Street Holding Group sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19212) on Oct.
17, 2023. In the petition signed by Lisa Vasquez, managing member,
the Debtor disclosed $1,360,333 in total assets and $550,000 in
total liabilities.
Judge John K. Sherwood oversees the case.
Erik M. Helbing, Esq., at Helbing Law, LLC represents the Debtor as
legal counsel.
GRAY MATTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gray Matter Holdings Inc
1999 Poland Avenue
Youngstown, OH 44502
Chapter 11 Petition Date: December 21, 2023
Court: United States Bankruptcy Court
Northern District of Ohio
Case No.: 23-41366
Judge: Hon. Tiiara Patton
Debtor's Counsel: Thomas W. Coffey, Esq.
COFFEY LAW LLC
2430 Tremont Avenue, Front
Cleveland, OH 44113-4635
Tel: (216) 870-8866
E-mail: tcoffey@tcoffeylaw.com
Total Assets: $0
Total Liabilities: $12,655,774
The petition was signed by Anthony James Davian Sr. as president
and CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/EEUSABI/Gray_Matter_Holdings_Inc__ohnbke-23-41366__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, PC as bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor regarding its rights, powers and duties
in the continued operation and management of its assets;
(b) advise the Debtor concerning, and assist in the
negotiation and documentation of the use of cash collateral and/or
debtor-in-possession financing, debt restructuring and related
transactions; and
(c) review the nature and validity of agreements relating to
the Debtor's business and advise in connection therewith;
(d) review the nature and validity of liens, if any, asserted
against the Debtor and advise as to the enforceability of such
liens;
(e) advise the Debtor concerning the actions it might take to
collect and recovery property for the benefit of the bankruptcy
estate;
(f) prepare on the Debtor's behalf all necessary legal
documents and review all financial and other reports to be filed in
the within case;
(g) advise the Debtor concerning, and prepare responses to,
legal papers which may be filed in the within case;
(h) advise the Debtor in connection with formulation,
negotiation, and promulgation of a plan of reorganization and
related documents; and
(i) perform all other legal services for and on behalf of the
Debtor, which may be necessary or appropriate in the administration
of the within case.
The hourly rates of the firm's counsel and staff are as follows:
Lawrence V. Young, Esq. $405
Brent C. Diefenderfer, Esq. $330
E. Haley Rohrbaugh, Esq. $250
Paralegals $135
As of the date of the filing of the within case, CGA is not owed
any money from the Debtor and the amount of $140 remains in its
account.
Lawrence Young, Esq., a shareholder at CGA Law Firm, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lawrence V. Young, Esq.
CGA Law Firm
135 North George Street
York, PA 17401
Telephone: (717) 848-4900
Facsimile: (717) 843-9039
Email: lyoung@cgalaw.com
About Gro-Mor Plant Food Company
Gro-Mor Plant Food Company, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13726) on
Dec. 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.
HEARGEN LLC: Gets OK to Hire Allan D. NewDelman as Legal Counsel
----------------------------------------------------------------
Heargen, LLC received approval from the U.S. Bankruptcy Court for
the District of Arizona to employ Allan D. NewDelman PC as its
counsel.
The firm will render these services:
(a) advise the Debtor with respect to all matters related to
this case;
(b) prepare legal papers; and
(c) perform all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Allan D. NewDelman $475
Roberta J. Sunkin $395
Paralegal $150 - $200
Allan NewDelman, Esq., disclosed in a court filing that his firm is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Allan D. NewDelman, Esq.
Allan D. NewDelman, PC
80 East Columbus Avenue
Phoenix, AZ 85012
Telephone: (602) 264-4550
Email: anewdelman@adnlaw.net
About Heargen LLC
Heargen, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-08860) on Dec. 11,
2023. In the petition signed by Christopher D. Beckham, managing
member, the Debtor listed under $1 million in both assets and
liabilities.
Judge Scott H. Gan oversees the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, PC represents the
Debtor as legal counsel.
HEARTLAND CABINETRY: Seeks $400,000 DIP Loan from MapleMark
-----------------------------------------------------------
Heartland Cabinetry and Furniture, Inc. asks the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division, for
authority to use cash collateral and obtain postpetition
financing.
The Debtor will need to borrow $400,000 from MapleMark Bank. The
DIP loan is due and payable on June 30, 2024.
The Debtor requires postpetition financing to fund the expenses of
the Chapter 11 Case and continue the operations of the company
through the anticipated sale process.
The Debtor is unable to meet its financial obligations and seeks to
sell substantially all assets in an orderly sale process, while
continuing as an ongoing concern.
The Bank and the Debtor are parties to the Loan Agreement dated
June 30, 2023, and various other loan and security documents under
which the Bank has made loans to the Debtor and other entities
secured by substantially all of the Debtor's personal property
assets and assets of other entities affiliated with the Debtor.
The payment of the Loans will be secured by (i) a good and valid
lien upon or security interest on all of the assets pledged to Bank
prior to the commencement of the Chapter 11 Case to secure the
Debtor's obligations to Bank and the obligations of others to Bank
as more specifically described in the Interim Order, the Agreement
and Pre-Petition Loan Documents; and (ii) all of the Debtor's
business assets.
The Debtor's Property is encumbered by an existing pre-petition
blanket lien in favor of the Lender. Therefore, additional liens
will merely serve to bolster Lender's existing position as the
first priority lien creditor. Nevertheless, the Debtor proposes to
obtaining financing that will "prime" the pre-petition liens.
Adequate protection is likely moot since the Lender also holds the
prepetition lien on all of the Debtor's assets.
A copy of the motion is available at
https://urlcurt.com/u?l=urj14c from PacerMonitor.com.
About Heartland Cabinetry and Furniture, Inc.
Heartland Cabinetry and Furniture, Inc. is a cabinet manufacturer
in Arlington, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-43797) on December 8,
2023. In the petition signed by J. Marcus Scrudder, president, the
Debtor disclosed $1,027,237 in assets and $3,483,204 in
liabilities.
Judge Edward L Morris oversees the case.
Trey A. Monsour, Esq., at Fox Rothschild LLP, represents the Debtor
as legal counsel.
HEYWOOD HEALTHCARE: Seeks to Hire 'Ordinary Course' Professionals
-----------------------------------------------------------------
Heywood Healthcare, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
certain professionals in the ordinary course of business.
The Debtors seek to retain these professionals to provide the
following services:
(a) Berry Dunn McNeil & Parker LLC - prepares the Debtors' taxes
and cost reports which are filed with CMS;
(b) Littler Mendelson, PC - advises the Debtors regarding
employment law issues and represents them in related litigation;
(c) Helms & Company, Inc. - provides services regarding
negotiations of payor contracts as well reimbursement rate advisory
services;
(d) Pamela Lucey Law - provides patient related legal services
including guardianship and custody issues;
(e) Robert A. Antonioni - provides patient related legal
services including guardianship and custody issues;
(f) Gargir Financial Services - provides 403(b) Plan audit
services;
(g) Downs Rachlin Martin - provides legal services related to
the New Market Tax Credit agreement and related matters for Athol
NMTC and Athol Hospital; and
(h) Moss Adams – provides supplemental schedules for
regulatory report filings and advisory services.
The Debtors estimate the following approximate quarterly fees for
each professional:
Berry Dunn McNeil & Parker LLC No more than $75,000
Littler Mendelson, PC No more than $75,000
Helms & Company Inc. No more than $30,000
Pamela Lucey Law No more than $5,000
Robert A. Antonioni No more than $16,000
Gargir Financial Services No more than $30,000
Downs Rachlin Martin No more than $15,000
Moss Adams No more than $70,000
The Debtors do not believe that any of the professionals have an
interest materially adverse to the Debtors, their estates,
creditors, or other parties-in-interest with respect to the matters
for which any professional is to be engaged.
About Heywood Healthcare
Heywood Healthcare, Inc. is a non-profit community-owned hospital
in Gardner, Mass.
Heywood Healthcare and its affiliates filed Chapter 11 petitions
(Bankr. D. Mass. Lead Case No. 23-40817) on Oct. 1, 2023. In the
petition signed by its chief executive officer, Thomas Sullivan,
Heywood Healthcare disclosed up to $500,000 in assets and up to
$50,000 in liabilities.
Judge Elizabeth D. Katz oversees the cases.
John M. Flick, Esq., at Flick Law Group, PC represents the Debtors
as counsel.
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Dentons Bingham Greenebaum, LLP and Dentons US,
LLP as its legal counsel.
HYSSOP LLC: Hires Morrison-Tenenbaum PLLC as Legal Counsel
----------------------------------------------------------
Hyssop LLC d/b/a Food With Melinda seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Morrison-Tenenbaum, PLLC as its legal counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
in the management of its estate;
b. assisting in any amendments of schedules and other
financial disclosures and in the preparation, review or amendment
of a disclosure statement and plan of reorganization;
c. negotiating with the Debtor's creditors and taking the
necessary legal steps to confirm and consummate a plan of
reorganization;
d. preparing legal papers;
e. appearing before the bankruptcy court; and
f. providing other legal services that may be necessary and
proper for an effective reorganization.
The firm will be paid at these rates:
Lawrence Morrison $595 per hour
Brian Hufnagel $525 per hour
Associates $380 per hour
Paraprofessionals $200 per hour
The firm received a retainer fee of $16,738.
As disclosed in court filings, Morrison-Tenenbaum is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
Morrison-Tenenbaum can be reached through:
Lawrence F. Morrison, Esq.
Brian J. Hufnagel, Esq.
Morrison-Tenenbaum, PLLC
87 Walker Street, Floor 2
New York, NY 10013
Tel: (212) 620-0938
Email: lmorrison@m-t-law.com
Email: bjhufnagel@m-t-law.com
About Hyssop LLC d/b/a Food With Melinda
Hyssop LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y.
Case No. 23-43725) on _ October 15, 2023, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by MORRISON TENENBAUM PLLC.
JSMITH CIVIL: Taps Windle Terry Bimbo Construction Law as Counsel
-----------------------------------------------------------------
JSmith Civil, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of North Carolina to employ Windle | Terry |
Bimbo Construction Law as its special counsel.
The firm will advise, consult, and provide direction in connection
with various construction bond and suretyship issues that arise in
connection with one of the Debtor's largest creditors, Westfield
Insurance Company and represent the Debtor in connection with the
preparation and prosecution of various construction-related claims
in the bankruptcy case against various parties-in-interest and
creditors.
Don Terry, Esq., the primary attorney in this representation, will
be billed at his hourly rate of $350 plus reimbursement for
expenses incurred.
Mr. Terry 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:
Don Terry, Esq.
Windle | Terry | Bimbo Construction Law
150 Milestone Way, Suite C
Greenville, NC 29615
Telephone: (864) 520-4847
Facsimile: (704) 626-6446
Email: dterry@wtbconstructionlaw.com
About JSmith Civil
JSmith Civil LLC, a Goldsboro contractor, sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No.
23-02734) on Sept. 19, 2023. In the petition filed by Jeremy Smith,
president, the Debtor reports estimated assets and liabilities
between $10 million and $50 million each.
Judge Joseph N. Callaway oversees the case.
The Debtor tapped Joseph Zachary Frost, Esq. at Buckmiller, Boyette
& Frost, PLLC as bankruptcy counsel and Don Terry, Esq., at Windle
| Terry | Bimbo Construction Law as special counsel.
K & H AUTOMOTIVE: Unsecureds to Get $2,500 per Month for 60 Months
------------------------------------------------------------------
K & H Automotive Services, LLC, submitted a Second Amended
Subchapter V Plan of Reorganization.
Under this Plan, the Debtor proposes to pay all holders of Allowed
Claims in full, i.e., 100%. In contrast, the Debtor estimates that
holders of Allowed Claims would receive a distribution of 0.0% in a
Chapter 7 liquidation.
The Debtor estimates that the Effective Date will be November 1,
2023. The Debtor further estimates that all distributions under
this plan will be complete not later than October 31, 2028.
The Plan proposes to pay holders of Allowed Claims with the
Debtor's available Cash and Projected Disposable Income which
includes sums from future services and future contracts.
Class 1 consists of holders of Allowed General Unsecured Claims.
Holders of Allowed General Unsecured Claims shall receive in full
satisfaction, settlement, release, and discharge of and in exchange
for such Allowed Claim, a Pro Rata share of 60 consecutive monthly
payments of $2,468.69 commencing on the Effective Date.
Holders of Allowed General Unsecured Claims may also receive a Pro
Rata share of the Debtor's second employee retention tax credit and
the net proceeds of any Causes of Action. The unpaid principal
balance of each Allowed General Unsecured Claims shall accrue
interest at the rate of 2.75% per annum.
Holders of Membership Interests in the Debtor will retain their
interests in Reorganized Debtor.
The Debtor estimates that it will have $54,000 in Cash on hand on
the Effective Date. Reorganized Debtor will make a $10,000 payment
to holders of Allowed Administrative Claims. The remaining Cash on
hand after making the Effective Date payments ($44,000) is
sufficient to fund future operations and make periodic plan
payments to, among others, holders of Allowed Priority Tax Claims
and General Unsecured Claims.
In addition to monthly Cash distributions after the Effective Date,
Reorganized Debtor shall distribute the net proceeds of any Causes
of Actions, including Avoidance Actions, and its second employee
retention tax credit to holders of Allowed Claims until paid in
full in the following priority (in each case on a Pro Rata basis):
(a) first, on account of Allowed Administrative Claims; (b) second,
on account of Priority Tax Claims; (c) third, on account of any
Allowed Claims in Classes 1 and 2; and (d) fourth, Reorganized
Debtor. "Net proceeds" means gross recoveries from any Causes of
Action, including Avoidance Actions, after payment of any
attorneys' fees, filing fees and other costs and expenses related
to the prosecution of such Causes of Action.
A full-text copy of the Second Amended Plan dated December 12, 2023
is available at https://urlcurt.com/u?l=4J9p3B from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Ryan J. Richmond, Esq.
Ashley M. Caruso, Esq.
Sternberg Naccari & White, LLC
251 Florida Street, Suite 203
Baton Rouge, LA 70801-1703
Tel: (225) 412-3667
Fax: (225) 286-3046
Email: ryan@snw.law
ashley@snw.law
About K & H Automotive Services
K & H Automotive Services, LLC filed a Chapter 11 bankruptcy
petition (Bankr. M.D. La. Case No. 23-10314) on May 16, 2023, with
as much as $50,000 in assets and $100,001 to $500,000 in
liabilities. Judge Michael A. Crawford oversees the case.
The Debtor tapped Sternberg Naccari & White, LLC as legal counsel
and Going, Sebastian, Fisher and Lebeouf, LLP as accountant.
KASPIEN HOLDINGS: Incurs $1.8 Million Net Loss in Third Quarter
---------------------------------------------------------------
Kaspien Holdings Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.77 million on $26.43 million of net revenue for the 13 weeks
ended Oct. 28, 2023, compared to a net loss of $3.56 million on
$29.14 million of net revenue for the 13 weeks ended Oct. 29,
2022.
For the 39 weeks ended Oct. 28, 2023, the Company reported a net
loss of $5.08 million on $92.50 million of net revenue, compared to
a net loss of $12.41 million on $94.84 million of net revenue for
the 39 weeks ended Oct. 29, 2022.
As of Oct. 28, 2023, the Company had $35.92 million in total
assets, $41.92 million in total liabilities, and a total
shareholders' deficit of $6 million.
As of Oct. 28, 2023, the Company had cash and cash equivalents of
$0.4 million, a net working deficit of $2.6 million, and $8.9 in
borrowings on its revolving credit facility.
As of Jan. 28, 2023, the Company had borrowings of $8.8 million
under the Credit Facility. As of Oct. 28, 2023 and Oct. 29, 2022,
the Company had no outstanding letters of credit. The Company had
$2.1 million and $7.7 million available for borrowing under the
Credit Facility as of Oct. 28, 2023 and Oct. 29, 2022,
respectively.
Kaspien said, "The ability of the Company to meet its liabilities
and to continue as a going concern is dependent on improved
profitability, the strategic initiatives for Kaspien and the
availability of future funding. Based on recurring losses from
operations, negative cash flows from operations, the expectation of
continuing operating losses for the foreseeable future, and
uncertainty with respect to any available future funding, the
Company has concluded that there is substantial doubt about the
Company's 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/795212/000114036123058190/ef20012460_10q.htm
About Kaspien Holdings
Headquartered in Spokane, WA, Kaspien Holdings Inc. (f/k/a Trans
World Entertainment Corporation) (NASDAQ: KSPN) -- www.kaspien.com
-- is a global e-commerce accelerator that deploys AI-driven
software and end-to-end services to optimize and grow brands on
Amazon, Walmart, Target, eBay, and other online marketplaces.
Rebranded as Kaspien in 2020, the Company has spent more than a
decade developing a marketplace growth platform of proprietary
technologies that maximize supply chain resilience, optimize
marketing, strengthen brand control, and provide predictive
analytics. Serving a variety of brands, distributors, agencies and
FBA aggregators, Kaspien accelerates growth by tailoring an
extensive suite of seller services to its partners' dynamic
e-commerce needs.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 28, 2023, citing that the
Company has experienced negative cash flows from operations and
expects continued losses into 2023. These factors, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.
KASPIEN HOLDINGS: Inks Severance Agreements With Execs
------------------------------------------------------
Kaspien Holdings Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that in order to effect an
orderly wind down of the Company and support the efforts to
maximize the value of the Company's business and assets, the
Company's wholly-owned subsidiary, Kaspien, Inc., entered into a
Senior Executive Retention Bonus & Severance Letter Agreement with
Brock Kowalchuk, its chief executive officer and the principal
executive officer of the Company. Pursuant to the terms of the
Agreement, Mr. Kowalchuk will continue to serve as chief executive
officer until May 1, 2024.
Subject to the terms and conditions set forth in the Agreement, Mr.
Kowalchuk will receive a cash lump sum payment in the amount of
$150,000, payable within three days following the effective date of
the Agreement. As further described in the Agreement, in the event
Mr. Kowalchuk's employment with the Company terminates before the
Retention Date for any reason other than a Qualifying Event (as
defined in the Agreement), he will be required to repay up to 100%
of the Retention Bonus. If Mr. Kowalchuk's employment is
terminated after the Retention Date by the Company without Cause or
by Mr. Kowalchuk for Good Reason (each as defined in the
Agreement), he shall be entitled to a payment in the amount of
$150,000. The Severance Payment shall be payable according to the
achievement of certain milestones and contingent upon Mr. Kowalchuk
signing a release reasonably acceptable to the Company. Mr.
Kowalchuk's eligibility to receive or retain the Retention Bonus or
Severance Payment is in lieu of any incentive bonus for 2023 or
2024 or otherwise or any other severance payment or benefit to
which he otherwise may be entitled under any applicable employment,
severance or other agreement or arrangement with the Company or any
of its affiliates, including the Severance and Restrictive Covenant
Agreement between Mr. Kowalchuk and the Company dated July 31,
2020.
Additionally, Kaspien Inc. entered into a Senior Executive
Retention Bonus & Severance Letter Agreement with Edwin Sapienza,
its chief financial officer and the chief financial officer of the
Company. Pursuant to the terms of the Agreement, Mr. Sapienza will
continue to serve as chief financial officer until May 1, 2024.
Subject to the terms and conditions set forth in the Agreement, Mr.
Sapienza will receive a cash lump sum payment in the amount of
$140,000, payable within three days following the effective date of
the Agreement. As further described in the Agreement, in the event
Mr. Sapienza's employment with the Company terminates before the
Retention Date for any reason other than a Qualifying Event or for
Good Reason (each as defined in the Agreement), he will be required
to repay up to 100% of the Retention Bonus. If Mr. Sapienza's
employment is terminated after the Retention Date by the Company
without Cause or by Mr. Sapienza for Good Reason (each as defined
in the Agreement), he shall be entitled to a payment in the amount
of $140,000. The Severance Payment shall be payable according to
the achievement of certain milestones and contingent upon Mr.
Sapienza signing a release reasonably acceptable to the Company.
Mr. Sapienza's eligibility to receive or retain the Retention Bonus
or Severance Payment is in lieu of any incentive bonus for 2023 or
2024 or otherwise or any other severance payment or benefit to
which he otherwise may be entitled under any applicable employment,
severance or other agreement or arrangement with the Company or any
of its affiliates, including the Severance and Restrictive Covenant
Agreement between Mr. Sapienza and the Company dated Feb. 26,
2019.
About Kaspien Holdings
Headquartered in Spokane, WA, Kaspien Holdings Inc. (f/k/a Trans
World Entertainment Corporation) (NASDAQ: KSPN) -- www.kaspien.com
-- is a global e-commerce accelerator that deploys AI-driven
software and end-to-end services to optimize and grow brands on
Amazon, Walmart, Target, eBay, and other online marketplaces.
Rebranded as Kaspien in 2020, the Company has spent more than a
decade developing a marketplace growth platform of proprietary
technologies that maximize supply chain resilience, optimize
marketing, strengthen brand control, and provide predictive
analytics. Serving a variety of brands, distributors, agencies and
FBA aggregators, Kaspien accelerates growth by tailoring an
extensive suite of seller services to its partners' dynamic
e-commerce needs.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 28, 2023, citing that the
Company has experienced negative cash flows from operations and
expects continued losses into 2023. These factors, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.
KASPIEN HOLDINGS: To Wind Down Operations; Delists From OTCQB
-------------------------------------------------------------
Kaspien Holdings Inc. announced that it notified the OTCQB of the
Company's decision to voluntarily delist its common stock from the
OTCQB and its intent to file a Form 25 with the U.S. Securities and
Exchange Commission on or about Dec. 28, 2023. As a result, the
Company expects the delisting of its common stock to become
effective on or about Jan. 8, 2024. The Company also will be
taking steps to deregister as a public company under the Securities
Exchange Act of 1934.
Kaspien said, "After an assessment of the Company's current cash
and liquidity position and near-term debt maturities, the Company
has initiated a plan to wind down the Company's operations in an
orderly fashion. Such plan includes the previously announced
reduction in force of substantially all of the Company's employees
other than a core group of employees required to execute an orderly
wind down of the Company and support the efforts to maximize the
value of the Company's business and assets. The Company expects
that the actions to wind down the operations will be substantially
completed by May 1, 2024. The Company intends to wind down its
operations in an orderly manner without the need for a bankruptcy
filing."
About Kaspien Holdings
Headquartered in Spokane, WA, Kaspien Holdings Inc. (f/k/a Trans
World Entertainment Corporation) (NASDAQ: KSPN) -- www.kaspien.com
-- is a global e-commerce accelerator that deploys AI-driven
software and end-to-end services to optimize and grow brands on
Amazon, Walmart, Target, eBay, and other online marketplaces.
Rebranded as Kaspien in 2020, the Company has spent more than a
decade developing a marketplace growth platform of proprietary
technologies that maximize supply chain resilience, optimize
marketing, strengthen brand control, and provide predictive
analytics. Serving a variety of brands, distributors, agencies and
FBA aggregators, Kaspien accelerates growth by tailoring an
extensive suite of seller services to its partners' dynamic
e-commerce needs.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 28, 2023, citing that the
Company has experienced negative cash flows from operations and
expects continued losses into 2023. These factors, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.
KING DRIVE: Seeks Approval to Hire Hyland Engineering
-----------------------------------------------------
King Drive Corp. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Pennsylvania to employ Hyland Engineering.
The firm will render these engineering services including boundary
and topographic surveys, wetland investigation, plans for a
pollution discharge elimination system and permit and erosion
sedimentation control, plans for storm water management,
coordination with the Dauphin County Conservation District, and
geotechnical engineering services.
The firm will charge the following fixed fees for its services:
Boundary/Topographical Survey $14,000
Wetland Investigation $2,000
NPDES $18,500
Geotechnical Services $13,000
The hourly rates of the firm's professionals are as follows:
Principal $190
Project Manager $135
Project Designer $105
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor desires to employ Hyland on a general pre-petition
retainer in the amount of $7,000.
Adam Davis, president of Hyland Engineering, 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:
Adam Davis, P.E.
Hyland Engineering
718 North Front Street
Wormleysburg, PA 17043
Telephone: (717) 723-3326
Email: adavis@hylandeng.com
About King Drive Corp.
King Drive Corp. in Harrisburg, PA, filed its voluntary petition
for Chapter 11 protection (Bankr. M.D. Pa. Case No. 23-02044) on
September 8, 2023, listing $1 million to $10 million in assets and
$500,000 to $1 million in liabilities. Richard A. Angino,
president, signed the petition.
Judge Henry W. Van Eck oversees the case.
Cunningham, Chernicoff & Warshawsky PC serves as the Debtor's legal
counsel.
KIRBY CONSTRUCTION: Unsecureds Will Get 33.15% over 36 Months
-------------------------------------------------------------
Kirby Construction Group, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a Subchapter V Plan of
Reorganization dated December 12, 2023.
The Debtor provides restoration, renovation, and remodel of
interior building finishes, predominantly focused on non-structural
residential interiors (the "Business").
This Plan deals with all property of the Debtor and provides for
treatment of all Claims against the Debtor and its property.
Class 3 shall consist of the Unsecured Claim of Mikeitz Realty
(Snapfinger Georgia) ADA Compliant Limited Partnership (the
"Landlord"). Under the Plan, the Debtor shall continue to pay
ongoing Monthly Base Rent and Monthly Operating Expenses to the
Landlord pursuant to the terms of the Lease. The Debtor shall be
deemed to have assumed the Lease pursuant to Section 365 of the
Bankruptcy Code on the first day of the first calendar month
following the effective date. In repayment of the Lease Arrearage,
the Debtor shall pay $2,000 per month, beginning on the first day
of the first calendar month following the effective date until the
Lease Arrearage is paid in full.
Class 4 shall consist of General Unsecured Claims. Debtor believes
but does not warrant that all known General Unsecured Claims in the
aggregate amount of approximately $217,192.
If the Plan is confirmed under Section 1191(a) of the Bankruptcy
Code, Debtor shall pay to the Class 4 General Unsecured Creditors
holding Allowed Claims, in full satisfaction their respective
Allowed Unsecured Claims, a pro rata share of $2,000.00 per month,
commencing on the first Business Day of the first month immediately
following the effective date, and continuing on the first business
day of each month thereafter until the 36th month after the
effective date in full satisfaction of the Allowed Class 4 General
Unsecured Claims. The Debtor estimates that if the Plan is
confirmed consensually under Section 1991(a), the Class 4 creditors
holding Allowed General Unsecured Claims will receive Distributions
totaling approximately 33.15% of their Allowed General Unsecured
Claims.
If the Plan is confirmed under section 1191(b) of the Bankruptcy
Code, Class 4 shall be treated the same as if the Plan was
confirmed under section 1191(a) of the Bankruptcy Code. The Allowed
Claims of the Class 4 Creditors are impaired.
The Equity Holders will retain their respective Interests in the
Reorganized Debtor as such Interest existed as of the petition
date.
The source of funds for the payments pursuant to the Plan is the
future income of the Debtor from its normal business operations.
A full-text copy of the Subchapter V Plan dated December 12, 2023
is available at https://urlcurt.com/u?l=tNVoWf from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
1640 Powers Ferry Road
6075 Barfield Road Suite 213
Sandy Springs, GA 30328
Telephone: (770) 984-2255
Email: paul.marr@marrlegal.com
About Kirby Construction Group
Kirby Construction Group, LLC provides restoration, renovation, and
remodel of interior building finishes, predominantly focused on
non¬structural residential interiors. Building finishes include
dry wall, painting, flooring, set-up, cabinets, countertops, etc.
The Debtor subcontracts the work out to third party subcontractors
on a job-by-job basis. Andrew C. Kirby, Jr. is the Debtor's sole
W-2 employee. The Debtor leases its office and warehouse location
having an address of 5365 Dividend Drive, Suite F, Decatur, Georgia
30035.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58909) on Sept. 13,
2023. In the petition signed by Andrew C. Kirby, Jr. manager, the
Debtor disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Judge Lisa Ritchey Craig oversees the case.
Paul Reece Marr GA, Esq., at Paul Reece Marr, PC, represents the
Debtor as legal counsel.
LA MOUNT GROUP: Seeks to Hire Goering & Goering as Legal Counsel
----------------------------------------------------------------
La Mount Group, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Ohio to employ Goering & Goering, LLC
as counsel.
The firm's services include:
(a) take all necessary actions to protect and preserve the
property of the bankruptcy estate;
(b) prepare on behalf of the Debtor all necessary legal
papers;
(c) negotiate and prepare on behalf of the Debtor and the
estate a Plan of Reorganization and all related documents; and
(d) perform all other necessary legal services in connection
with this Chapter 11, Subchapter V case.
The hourly rates of the firm's attorneys are as follows:
Robert A. Goering $550
Eric W. Goering $500
Alexis Mize $350
The firm has received pre-petition work fee of $14,427.50 and
$1,738 for the filing fee and a $26,034.50 retainer in
contemplation of its services on this case.
Eric Goering, Esq., an attorney at Goering & Goering, 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:
Eric W. Goering, Esq.
Goering & Goering, LLC
220 West Third Street
Cincinnati, OH 45202
Telephone: (513) 621-0912
Email: eric@goering-law.com
About La Mount Group
La Mount Group, LLC d/b/a Culvers of Hamilton 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 Dec. 11,
2023. In the petition signed by Joshua Hankins, member, the Debtor
disclosed $163,242 in assets and $1,675,066 in liabilities.
Eric W. Goering, Esq., at Goering & Goering, represents the Debtor
as legal counsel.
LA PKWY 2 LLC: Hires De Leo Law Firm LLC as Counsel
---------------------------------------------------
La Pkwy 2 LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Louisiana to employ The De Leo Law Firm LLC as
counsel.
The De Leo Law Firm LLC will serve as the Debtor's legal counsel in
its Chapter 11 bankruptcy proceedings.
The firm will be paid at these rates:
Robin De Leo, Esq. $375 per hour
Paralegals $95 per hour
The Debtor paid the firm a retainer in the amount of $15,500.
As disclosed in the court filings, De Leo Law does not represent or
hold any interest adverse to the Debtor and is a disinterested
party, as defined by the Bankruptcy Code.
The firm can be reached through:
Robin R. De Leo, Esq.
The De Leo Law Firm, LLC
800 Ramon St.
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
Email: lisa@northshoreattorney.com
About La Pkwy 2 LLC
No. 23-12090) on December 6, 2023, disclosing under $1 million in
both assets and liabilities. The Debtor is represented by THE DE
LEO LAW FIRM, LLC.
LANCASTER TRENCHING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Lancaster Trenching, Inc.
153 N Stevens
Filer, ID 83328
Business Description: The Debtor operates a land grading
business.
Chapter 11 Petition Date: December 21, 2023
Court: United States Bankruptcy Court
District of Idaho
Case No.: 23-40600
Judge: Hon. Noah G. Hillen
Debtor's Counsel: Matthew Christensen, Esq.
JOHNSON MAY
199 N. Capitol Blvd.
Suite 200
Boise, ID 83702
Tel: (208) 384-8588
Email: mtc@johnsonmaylaw.com
Total Assets as of December 21, 2023: $4,959,722
Total Liabilities as of December 21, 2023: $4,561,680
The petition was signed by Frances Lancaster as secretary.
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/QAOX2MA/Lancaster_Trenching_Inc__idbke-23-40600__0001.0.pdf?mcid=tGE4TAMA
LBU FRANCHISES: Wins Cash Access, DIP Loan from Fox on Final Basis
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized LBU Franchises Corporation d/b/a Light
Bulbs Unlimited to use cash collateral and obtain postpetition
financing, on a final basis.
The Debtor is authorized to obtain the DIP Loan with Fox on a final
basis and borrow $66,816, consisting of $50,000 of new money and
the satisfaction of Fox's pre-petition claim against the Debtor of
$16,816.
Upon entry of the Final Order, Fox will advance the Debtor the New
Money Amount, less amounts advanced under the Interim Order,
subject to these conditions:
a. Interest on the DIP Loan will accrue at a rate of 15% per
annum;
b. The DIP Loan will mature at the earlier of: 1) December 1,
2024; or 2) a default under the DIP Loan (in which event, all
borrowings under the DIP Loan will be deemed immediately
repayable);
c. Unless superseded by the early maturity of the DIP Loan due
to default, the Debtor will pay the interest due ($835) on the Loan
Amount on the 1st of each month, beginning January 1, 2024, and
continuing through June 1, 2024. The Debtor will pay principal and
interest in equal monthly installments on the 1st of each month
thereafter ($11,628), beginning July 1, 2024, and ending December
1, 2024;
d. A default will occur if, and only if, the Debtor fails to
timely pay the amounts due under the DIP Loan.
The DIP Lender will receive first priority senior priming liens on
and security interests in the Debtor's "Accounts," "Deposit
Accounts," and "Inventory" as well as all the proceeds of the
Debtor's and the Debtor's estates causes of action against any
party to secure the amounts due under the DIP Loan; provided,
however, Fox will only enforce rights against the estate's causes
of action only if the proceeds from all other Priority DIP
Collateral are insufficient to satisfy the amounts owed to Fox.
Pursuant to 11 U.S.C. section 364(c)(3), and subject to the
Carve-Out, Fox is granted a second priority lien on the Debtor's
leasehold interest in the real property located at 1203 Westheimer
Road, Houston, Texas 77006 to secure the amounts due under the DIP
Loan.
Pursuant to 11 U.S.C. section 507(a)(2) and 503(b)(1)(A), Fox will
have a priority administrative claim for all amounts presently due
under the DIP Loan.
As adequate protection for both the DIP Loan pursuant to 11 U.S.C.
section 364(d)(2) and the use of cash collateral pursuant to 11
U.S.C. section 363(e) of the Bankruptcy Code, the Debtor will pay
the SBA $2,332 on the 1st of each month month, beginning December
1, 2023.
Additionally, to the extent the value of the SBA's security
interest is diminished by the Debtor's use of cash collateral after
accounting for the Adequate Protection Payment, the SBA will
receive valid, automatically perfected, and enforceable replacement
liens of the same type and with the same priority as their
pre-petition liens in the Non-DIP Collateral. The SBA will also
receive valid, automatically perfected, and enforceable replacement
third-position liens on the Priority DIP Collateral.
To the extent other parties assert a security interest in the
Debtor's property, to the extent the value of their security
interests is diminished by the Debtor's use of cash collateral,
they will receive valid, automatically perfected, and enforceable
replacement fourth-position liens on the Priority DIP Collateral,
in the same priority amongst themselves as their pre-petition
liens.
A copy of the order is available at https://urlcurt.com/u?l=z9nuO1
from PacerMonitor.com.
About LBU Franchises Corporation
LBU Franchises Corporation sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34586) on
November 22, 2023. In the petition signed by David Bekker, its
president, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Judge Jeffrey P. Norman oversees the case.
Broocks McClure Wilson, Esq., at Kean Miller LLP, represents the
Debtor as legal counsel.
LEGACY-XSPIRE: Seeks to Tap Hill Ward Henderson as Special Counsel
------------------------------------------------------------------
Legacy-Xspire Holdings LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Hill Ward Henderson, PA as special counsel.
The Debtors require a special counsel to advise and represent them
in their investigation of potential claims involving a drug
manufacturer and the litigation that may result.
The hourly rates of the firm's counsel and staff are as follows:
Gregory P. Brown, Partner $560
Patrick M. Mosley, Partner $455
Ryan J. Leuthauser, Partner $405
Sean P. Mullen, Associate $285
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Mosley 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:
Patrick M. Mosley, Esq.
Hill Ward Henderson, PA
101 East Kennedy Boulevard, Suite 3700
Tampa, FL 33602
Telephone: (813) 221-3900
Facsimile: (813) 221-2900
Email: patrick.mosley@hwhlaw.com
About Legacy-Xspire Holdings LLC
Legacy-Xspire Holdings LLC market and distribute niche branded and
generic prescription products to physicians, pharmacies, wholesale
distributors, and specialty pharmaceutical distributors across the
United States. Legacy-Xspire's product portfolio consists primarily
of therapies for pain management and steroid-responsive disease
states.
Legacy-Xspire Holdings LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04251) on Sept.
26, 2023. In the petition filed by Greg Stokes, CEO, the Debtor
reports estimated assets between $50 million and $100 million and
estimated liabilities between $10 million and $50 million.
Honorable Bankruptcy Judge Roberta A. Colton oversees the case.
The Debtor tapped Steven M. Berman, Esq., at Shumaker, Loop &
Kendrick, LLP as bankruptcy counsel and Patrick M. Mosley, Esq., at
Hill Ward Henderson, PA as special 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
Colin Baird of Baird Engineering, Inc. as surveyor.
The firm will conduct a land survey on the Debtor's property
located in Madison County, Mississippi.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Colin Baird
Baird Engineering, Inc.
506 Jefferson Street
Clinton, MS 39056
Tel: (601) 925-5015
Email: cbaird@floydbaird.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.
MERIDIAN INVENTORY: Unsecured Creditors to Split $1.4M in Plan
--------------------------------------------------------------
Meridian Inventory Services, Inc., submitted a Second Amended Plan
of Reorganization dated December 12, 2023.
This Second Amended Plan is being filed to memorialize the
agreement reached between Debtor and Capital Inventory Systems,
Inc.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 1 shall consist of General Unsecured Claims. The allowed
unsecured claims total $2,087,625. If the Plan is confirmed under
Section 1191(a) of the Bankruptcy Code, the Debtor shall pay the
General Unsecured Creditors their pro rata share of $1,358,165 to
be paid as follows:
* The first payment of $351,633 shall be made on or before
December 31, 2023.
* Subsequent semi-annual payments shall be made in the amount
of $125,817 to be paid on or before June 30 and December 31 of each
year for a total of 8 semi-annual payments.
If the Plan is confirmed under Section 1191(b) of the Bankruptcy
Code, Class 1 shall be treated the same as if the Plan was
confirmed under Section 1191(a) of the Bankruptcy Code. The Claims
of the Class 1 Creditors are Impaired by the Plan.
Class 2 consists of Mr. Green and Mr. Williams as the equity
interest holders of the Debtor. Mr. Green and Mr. Williams shall
retain their respective interests in the reorganized Debtor as 50
-50 owners of its outstanding shares.
After the Confirmation Date, Debtor is authorized to sell or
refinance all its assets, specific assets including its real
property, free and clear of liens, claims and encumbrances as set
forth herein (the "Sale Procedures"). In the event the applicable
assets are subject to secured claims, Debtor is authorized to sell
or refinance such property free and clear of liens, claims and
encumbrances on the following terms:
* If selling or refinancing the entire property, Debtor may
sell or refinance such property for any amount (a release amount)
that is at least equal to the outstanding amount of Allowed Secured
Claims securing such property, or such other amount as the holder
of the Allowed Secured Claim and the Debtor agree; and
* If selling or refinancing a portion of the property, such as
a lot or portion of the acreage, Debtor may sell or refinance such
property for any amount (a release amount) that is at least equal
to the outstanding amount of Allowed Secured Claims securing such
property, or such other amount as the holder of the Allowed Secured
Claim and the Debtor agree.
The source of funds for the payments pursuant to the Plan is the
Debtor's continued business operations.
A full-text copy of the Second Amended Plan dated Dec. 12, 2023 is
available at https://urlcurt.com/u?l=t25yGR from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Will B. Geer, Esq.
Caitlyn Powers, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Meridian Inventory Services
Meridian Inventory Services, Inc., is a provider of medical and
pharmaceutical inventory services in Kennesaw, Ga.
Meridian Inventory Services filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-51682) on Feb. 21, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Christopher E. Green,
chief executive officer and chief financial officer, signed the
petition.
Judge Lisa Ritchey Craig oversees the case.
The Debtor tapped Will B. Geer, Esq., at Rountree Leitman Klein &
Geer, LLC, as counsel and Daryle W. Yergler CPA, LLC, as
accountant.
MINIM INC: Agrees With Slingshot to Convert $1M Debt Into Equity
----------------------------------------------------------------
Minim, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the Company and Slingshot Capital, LLC
entered into a Debt Conversion Agreement pursuant to which the
Company agreed to issue 734,343 shares of the Company's common
stock (based on $1.533 per share) in exchange for the cancellation
of a total principal amount of $1,000,000 outstanding under the
Bridge Loan Agreement and Bridge Term Note, with Slingshot Capital,
plus $125,778 in accrued and unpaid interest on such Principal
Amount as of Dec. 6, 2023. The price per share used in the
exchanged was determined by the weighted average price per share
and trade volume on Sept. 13, 2023 and Nov. 28, 2023.
Slingshot Capital is owned by the Company's Executive Chairperson
of the Board and a former Board of Director, Jeremy Hitchcock and
Elizabeth Hitchcock, respectively. Prior to such conversion, the
Affiliates controlled approximately 38% of the voting interest of
the Company. Following such conversion, the Affiliates control
approximately 55% of the voting interest of the Company.
About Minim Inc.
Minim Inc. was founded in 1977 as a networking company and now
delivers intelligent software to protect and improve the WiFi
connections. Headquartered in Manchester, New Hampshire, Minim
holds the exclusive global license to design, manufacture, and sell
consumer networking products under the Motorola brand. The Company
designs and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
Minim reported a net loss of $15.55 million in 2022 following a net
loss of $2.20 million in 2021.
In its Quarterly Report for the three months ended June 30, 2023,
Minim said it does not have sufficient resources through its cash
and cash equivalents, other working capital and borrowings under
its SVB line-of-credit to continue as a going concern through at
least one year from the issuance of the report.
MM MECHANICAL: Hires CliftonLarsonAllen LLP as Accountant
---------------------------------------------------------
MM MECHANICAL, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Wisconsin to employ CliftonLarsonAllen
LLP as accountant.
The firm's services include assisting the Debtor in the preparation
and filing of all of Debtor's tax returns, sales tax reporting,
monthly financial reports including balance sheets, income
statements, accounts receivable, and accounts payable with aging.
The firm will be paid at the rates of $95 to $460 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ryan Gartman, a partner at CliftonLarsonAllen 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:
Ryan Gartman
Cliftonlarsonallen LLP
7l2 Riverfront Drive #301
Sheboygan, WI 53081
Tel: (920) 458-9151
About MM Mechanical, LLC
Wisconsin Sheet Metal Workers Health and Benefit Fund and several
other creditors of MM Mechanical, LLC filed involuntary Chapter 7
petition against the company (Bankr. E.D. Wisc. Case No. 23-23010)
on July 3, 2023. The petitioning creditors are represented by
Alexander Sterling. On Nov. 8, 2023, the case was converted to a
Chapter 11 Subchapter V case.
Judge Katherine M. Perhach oversees the case.
John P. Driscoll, Esq., at Krekeler Law, S.C. is the Debtor's
bankruptcy counsel.
NCR VOYIX: Fitch Assigns 'BB+' Rating to New $700MM Secured Loans
-----------------------------------------------------------------
Fitch Ratings has assigned issue-level ratings of 'BB+'/'RR2' to
NCR Voyix Corporation's new $500 million senior secured revolving
credit facility and $200 million senior secured term loan. The new
credit facility includes two co-borrower subsidiaries, as outlined
in the end of this release, and was entered into upon spinning off
its former ATM business, NCR Atleos Corporation (including borrower
NCR Atleos, LLC, BB-/Stable). NCR Voyix also repaid and terminated
all commitments under its prior senior secured credit facility.
Fitch has affirmed the Long-Term Issuer Default Ratings (IDRs) for
NCR Voyix and two of its foreign borrower subsidiaries at
'BB-'/'RR4'. Fitch has also affirmed NCR Voyix's senior unsecured
notes and convertible preferred stock as outlined at the end of
this release. The Rating Outlook is Stable.
Fitch believes the company has a relatively solid market position
in a growing market and manageable financial leverage for the
rating category. The ratings cover more than $3.0 billion of gross
debt as of October 2023, not including unused revolver capacity but
including $275 million of preferred stock and the $300 million A/R
securitization facility.
Fitch has withdrawn the Long-Term IDR of 'BB-' for NCR Global
Solutions Limited. It was formerly a co-borrower on NCR Voyix's
prior senior secured credit facility, which has now been terminated
in connection with new debt put in place following the spin-off.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for NCR Global Solutions Limited. Fitch also withdrew
issue-level ratings on the company's prior senior secured facility,
which had numerous co-borrowers on the facility as outlined later
in this release.
KEY RATING DRIVERS
Separation into Two Companies: Fitch believes NCR Voyix remains
well positioned at the current rating category post the October
2023 separation of its ATM business. Despite less diversification
without the sizeable and cash generative ATM business, its
remaining businesses have solid market presences in retail,
hospitality and digital banking and should see revenue and earnings
growth over time. Voyix still has material scale with revenue
projected near $4 billion annually and EBITDA near $700 million.
The ATM-related businesses (rebranded as NCR Atleos), which face
long-term secular pressures, were spun-off to shareholders in
October 2023. Fitch expects both companies will generate solid and
positive FCF that should enable them each to grow over time.
However, the standalone cost and FCF generation profile of Voyix
will guide its ability to grow and compete over time.
Solid but Less Diversified Market Position: Voyix now includes
NCR's former retail, hospitality and digital banking segments.
Fitch believes NCR holds solid positioning in each of these
businesses, particularly in retail where it is a market leader in
self-checkout hardware & software and has strong presence in
restaurants with its Aloha software. Fitch estimates normalized FCF
could be roughly $90 million to $150 million annually (low-single
digit as a percentage of revenue) in 2024-2025, although interest
expense will be a core driver to cash generation, along with
incremental standalone and one-time costs. FCF could be constrained
in 2023-2024 by deal-related and standalone costs.
Growth Expectations: Fitch expects Voyix's revenues could grow in
the mid- to high-single digit percentage range over time, although
the transactional nature of a large portion of its business will
cause reported financials to be higher or lower than this in given
periods. Underlying secular drivers impacting its growth include
increased card usage over cash, greater enterprise reliance on
software-centric solutions and outsourcing of non-core banking
processes to technology providers. EBITDA and margins are expected
to grow much faster than revenue over time, largely due to a mix
shift to higher margin software (digital banking) and payment
processing solutions.
Leverage Profile: Fitch calculates EBITDA leverage will be in the
high-3.0x to low-4.0x range in 2024-2025, or roughly 3.0 to 3.5x on
an EBITDA net leverage basis, which positions the company well at
its current IDR. EBITDA leverage was in the 3.0x-4.0x range prior
to the 2021 Cardtronics acquisition. Management guided net
debt/EBITDA for Voyix will be in the 3.0x-3.5x range post
separation (and could trend to 2.5x or lower over time), which
Fitch calculates could be mid- to high-3.0x range on a gross debt
basis.
CF Lower Post Separation: NCR's FCF profile will be meaningfully
lower post the spin-off of its ATM assets, or potentially less than
$100 million per year in 2024 per Fitch's estimate including
one-time cash separation expenses. FCF margins could be in the low-
to mid-single digit percentage range over time. NCR historically
generated solid FCF in the mid- to high-single digit range as a
percentage of sales, but the ATM businesses were more profitable.
NCR generated positive FCF in all except two years from 2007-2021,
with 2012-2013 being negatively impacted by approximately $800
million of pension contributions (FCF was positive during these
years adjusted for these items).
Recurring Revenue: More than 55% of Voyix's revenue post separation
is recurring, including products and services under contract where
revenue is recognized over time. This recurring mix is materially
lower than other companies Fitch rates in the payments and
technology industries, at least partially owed to hardware sales,
and is a consideration for the IDR. Management seeks to grow its
recurring revenue mix over time, which Fitch believes will come via
a combination of internal sales initiatives, growth in payment
processing (via its December 2018 Jet Pay acquisition) and
incremental M&A.
Competitive End Markets: Voyix has meaningful presence in its end
markets, but competition is intense and fragmented in a number of
areas. It has leading market share in retail point of sale (POS),
restaurant software and self-checkout systems. This is evidenced by
a marquee customer base that includes Starbucks, McDonald's,
WholeFoods Market, Walmart, among others. However, it faces a range
of competition from fintech providers, technology-focused
disruptors and others that could limit growth over time.
DERIVATION SUMMARY
Fitch's ratings and Outlook for NCR Voyix are supported by the
company's market position across its business, diversification of
end markets, history of positive FCF generation, and manageable
leverage for the rating category. NCR does not have any direct
peers that compete across all of its segments given the diverse
nature of its end markets, but Fitch assesses the rating relative
to other payment and technology companies that provide a range of
similar software, hardware and service offerings.
Unlike other companies Fitch rates in the fintech space, Voyix's
exposure to payments processing is minimal and the company derives
most of its revenue and profitability from software, hardware and
services. It operates a meaningfully lower margin business than
other Fitch-rated fintech peers due to a higher mix of hardware and
services. Relative to other technology hardware and software
providers rated by Fitch, the company has smaller scale, lower
margins and less FCF generation. Fitch believes the 'BB-' IDR
fairly captures the risk profile relative to other companies in
Fitch's rated technology and services ratings universe.
KEY ASSUMPTIONS
- Spin-off of NCR Atleos completed in 4Q23;
- Organic revenue growth in the mid-single digit range in the next
few years;
- EBITDA margins increase modestly to the high-teens percentage
range, helped by a higher mix of software and digital revenue;
- Capex near 6% of revenue;
- Fitch has not modelled M&A into its forecast, but believes
management could prioritize uses of excess cash flow for M&A over
time;
- EBITDA leverage remains in the 3.5x-4.0x range in 2024-2025;
- Floating rate debt assumes SOFR near 5% over the ratings
horizon.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA leverage sustained at/below 3.5x;
- Revenue expected to grow by mid-single digit percentage or higher
over multiple years, signaling an improved long-term growth
profile;
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- EBITDA leverage sustained at/above 4.0x;
- FCF margins expected to be sustained near 1.0% or below, or below
historical levels;
- Competitive and/or structural changes to industry that pressure
revenue, EBITDA and/or FCF.
LIQUIDITY AND DEBT STRUCTURE
Stable Liquidity: Fitch expects Voyix's liquidity to be stable in
the near-term and should support its operations, growth and M&A
strategy in the coming years. Liquidity should be supported by: (i)
at least $150 million of cash and equivalents projected in 4Q23;
(ii) a new $500 million senior secured revolver; (iii) positive FCF
generation, with FCF margins that Fitch estimates could be in the
low- to mid-single digit percentage range in the next few years;
and (iv) up to $300 million of capacity under its A/R
securitization facility. FCF in 2024 will likely be negatively
impacted by separation and/or incremental corporate costs as the
company begins to function without its ATM operations.
Debt Profile: NCR Voyix's debt structure currently includes a $200
million senior secured term loan, a $500 million multi-currency,
senior secured revolving credit facility, and senior unsecured
notes, a meaningful portion of which were expected to be repaid as
part of the NCR Atleos separation. The majority of Voyix's debt is
expected to be fixed rate, including various senior unsecured notes
issuances. Fitch calculates total debt could be near $3 billion at
YE 2023, or roughly half of its pre-separation debt balance. The
company also has $275 million of series A convertible preferred
stock outstanding, which Fitch considers to be debt as per Fitch's
Corporate Hybrids Criteria, and a $300 million trade receivable
facility treated as debt of the issuer under Fitch's criteria.
ISSUER PROFILE
NCR Voyix Corporation (known as NCR Corp. prior to October 2023)
operates as a software, services and hardware enterprise solutions
provider, with products targeted at the banking, restaurant and
hospitality sectors. Its offerings include software, hardware and
payment solutions for retail and hospitality customers and digital
banking solutions for financial institutions.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ----- -------- -----
NCR Voyix
Corporation LT IDR BB- Affirmed BB-
senior secured LT BB+ New Rating RR2
senior
unsecured LT BB- Affirmed RR4 BB-
preferred LT BB- Affirmed RR4 BB-
senior secured LT WD Withdrawn BB+
NCR Limited LT IDR BB- Affirmed BB-
senior secured LT BB+ New Rating RR2
senior secured LT WD Withdrawn BB+
NCR Nederland B.V. LT IDR BB- Affirmed BB-
senior secured LT BB+ New Rating RR2
senior secured LT WD Withdrawn BB+
NCR Global
Solutions Limited LT IDR WD Withdrawn BB-
senior secured LT WD Withdrawn BB+
NEAR INTELLIGENCE: Court OKs $16MM DIP Loan from Blue Torch
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Near Intelligence, Inc. and affiliates to use cash collateral and
obtain postpetition financing, on an interim basis.
The Debtors are permitted to obtain senior secured postpetition
financing on a superpriority basis in the form of a senior secured,
super priority multiple draw term loan facility in an aggregate
principal amount of up to $16 million, of which $5 million will be
made available in a single draw upon entry of the interim order and
of which $11 million will be a made available in a single draw upon
entry of the Final Order.
Blue Torch Finance LLC serves as administrative agent under the DIP
facility.
The Debtors are required to comply with these milestones:
a. No later than two business days after the Petition Date,
the Debtors must file an appropriate motion with the Bankruptcy
Court for entry of (i) an order providing for bid procedures for
the sale of all or substantially all of the Debtors' assets and
establishing a date that is no later than 55 calendar days after
the Petition Date as the deadline for the submission of binding
bids with respect to their assets and (ii) an order providing for
the sale of any of all or substantially all of the Debtors' assets
pursuant to 11 U.S.C. section 363;
b. No later than three business days after the Petition Date,
the Bankruptcy Court must have entered the Interim Order;
c. No later than 30 calendar days after the Petition Date, the
Bankruptcy Court must have entered the Final Order, subject to the
availability of the Bankruptcy Court to conduct a Final Hearing on
the DIP Facility;
d. No later than 30 calendar days after the Petition Date, the
Bankruptcy Court must have entered an order approving the Bid
Procedures, which order must be in form and substance acceptable to
the Debtors and the DIP Agent;
e. No later than 60 calendar days after the Petition Date, the
Debtors must commence an auction for the Acquired Assets, in
accordance with the Bid Procedures; provided that if there is no
higher or better offer submitted in comparison to the stalking
horse bid(s), no auction must be held;
f. No later than 71 calendar days after the Petition Date, the
Bankruptcy Court must have entered an order (which must be in form
and substance acceptable to the Debtors and the DIP Agent)
approving the winning bid and the ultimate sale of the Acquired
Assets; and
g. Consummation of the sale of the Acquired Assets, must occur
no later than the date that is 85 calendar days after the Petition
Date.
The Debtors require the use of cash collateral and obtain
postpetition financing for working capital and other general
corporate purposes of the Debtors and their subsidiaries solely in
accordance with the approved budget.
The Prepetition Secured Obligors were indebted and liable to the
Prepetition First Lien Lenders with Blue Torch, as administrative
and collateral agent, for term loans totaling $76.8 million, plus
accrued but unpaid interest, fees, expenses, disbursements,
indemnification obligations, guarantee obligations, and other
obligations.
As adequate protection, the Prepetition First Lien Lenders are
granted a valid, binding, enforceable, non-avoidable and
automatically and properly perfected replacement security interest
in and lien upon all of the DIP Collateral.
The Prepetition First Lien Lenders are also granted, subject to the
DIP Superpriority Claims and the Carve Out, an allowed
superpriority administrative expense claim in each of the Chapter
11 Cases and any Successor Cases as provided for in 11 U.S.C.
section 507(b) in the amount of the Adequate Protection Claim with,
except as set forth in the Interim Order, priority in payment over
any and all administrative expenses of the kind specified or
ordered pursuant to any provision of the Bankruptcy Code.
A final hearing on the matter is set for January 5, 2024 at 11
a.m.
A copy of the order is available at https://urlcurt.com/u?l=JC9A8F
from PacerMonitor.com.
About Near Intelligence
Near Intelligence Inc. -- https://www.near.com -- publicly traded
software firm that provides data insights to major companies
including Wendy's Co. and Ford Motor Co.
Near is a global, privacy-led data intelligence platform curates
one of the world's largest sources of intelligence on people and
places. Near's patented technology analyzes data to deliver
insights on approximately 1.6 billion unique user IDs across 70
million points of interest in more than 44 countries.
With a presence in Pasadena, San Francisco, Paris, Bangalore,
Singapore, Sydney, and Tokyo, Near serves enterprises in a diverse
spectrum of industries including retail, real estate, restaurant,
travel/tourism, telecom, media, and more.
Near Intelligence Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-11962) on Dec. 8, 2023. In the petition filed by CFO John
Faieta, the Debtor estimated assets between $50 milliion and $100
million and liabilities between $100 million and $500 million.
Near is represented by Willkie Farr & Gallagher LLP and Young
Conway Stargatt & Taylor, LLP, as counsel, Ernst & Young LLP as
restructuring advisor and GLC Advisors & Co., LLC as restructuring
investment banker. Kroll is the claims agent.
Blue Torch Finance LLC, the DIP lender, is represented by King &
Spalding LLP, led by Roger Schwartz, Geoffrey King, and Miguel
Cadavid; and Morris, Nichols, Arsht & Tunnell LLP, led Robert
Dehney, Matthew Harvey, Brenna Dolphin, and Austin Park.
NOGIN INC: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Nogin Inc.
The committee members are:
1. Justice Brand Holdings, LLC
c/o BlueStar Alliance LLC
Attn: Joseph S. Sutton, Esq.
240 Madison Ave., 15th Floor
New York, NY 10016
Phone: 212-290-1370
Email: jsutton@bluestarall.com
2. Thread Collective, Inc.
Attn: Alex Salvaggio
5001 rue Levy
St-Laurent, QC H9R 2N9,
Phone: 438-354-4340
Email: alex.salvaggio@threadc.com
3. Cordial Experience, Inc.
Attn: Terry Schmid
701 B ST., Suite 1000
San Diego, CA 92101
Phone: 408-348-8742
Email: tschmid@cordial.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Nogin Inc.
Nogin, Inc., provides enterprise-class ecommerce technology and
services for consumer products through its Intelligent Commerce
technology, a cloud-based ecommerce environment purpose-built for
brands selling direct-to-consumer (D2C) and business-to-business
(B2B).
Nogin and its affiliates filed Chapter 11 petitions (Bankr. D. Del.
Lead Case No. 23-11945) on Dec. 5, 2023. In the petition signed by
its chief restructuring officer, Vladimir Kasparov, Nogin reported
$47,263,000 in assets and $142,815,000 in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Daniel J. DeFransceschi, Esq., at Richards,
Layton & Finger, P.A. as legal counsel; and Donlin, Recano &
Company, Inc. as claims and noticing agent.
OPTIVIEW 360: Seeks to Tap Latham, Luna, Eden & Beaudine as Counsel
-------------------------------------------------------------------
Optiview 360 Tours LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ the law firm of
Latham, Luna, Eden & Beaudine, LLP as its bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor's rights and duties in this case;
(b) prepare pleadings related to this case; and
(c) take any and all other necessary action incident to the
proper preservation and administration of this estate.
The firm's hourly rates range from $485 for its most experienced
attorneys to $105 for its most junior paraprofessionals.
Prior to the commencement of this case, the Debtor paid an advance
fee of $17,738 for services and expenses to be incurred in
connection with creditor negotiations, litigation, preparation of
the bankruptcy filing prior to the Chapter 11 Bankruptcy filing.
Daniel Velasquez, Esq., an attorney at Latham, Luna, Eden &
Beaudine, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Daniel A. Velasquez, Esq.
Latham, Luna, Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
Email: dvelasquez@lathamluna.com
About Optiview 360 Tours
Optiview 360 Tours, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-04900) on Nov. 20, 2023, with up to $100,000 in assets and up to
$500,000 in liabilities. Joseph A. Diaz, president, signed the
petition.
Judge Grace E. Robson oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP
represents the Debtor as legal counsel.
PALATIN TECHNOLOGIES: NYSE Accepts Listing Compliance Plan
----------------------------------------------------------
Palatin Technologies, Inc. announced it received a notice from the
staff of NYSE American LLC approving Palatin's plan to come into
compliance with the Exchange's continued listing standards under
Section 1003(a)(i) and (ii) of the NYSE American Company Guide.
Section 1003(a)(i) requires a listed company to have stockholders'
equity of $2 million or more if the listed company has reported
losses from continuing operations and/or net losses in two of its
three most recent fiscal years, and Section 1003(a)(ii) requires a
listed company to have stockholders' equity of $4 million or more
if the listed company has reported losses from continuing
operations and/or net losses in three of its four most recent
fiscal years.
Palatin must regain compliance with the continued listing standards
by April 10, 2025. If Palatin is not in compliance with the
continued listing standards by April 10, 2025, or if Palatin does
not make progress consistent with the Plan during the plan period,
NYSE Regulation staff will initiate delisting proceedings as
appropriate.
Palatin will continue its listing on NYSE American during the Plan
period and will be subject to periodic reviews, including quarterly
monitoring for compliance with the Plan until it has regained
compliance. Palatin is assessing and exploring multiple funding
avenues and is committed to undertaking transactions in the future
to achieve compliance with the Exchange's requirements.
Receipt of the notice from the Exchange has no immediate effect on
the listing or trading of Palatin's common stock on the Exchange,
and does not affect Palatin's business, operations or reporting
requirements with the U.S. Securities and Exchange Commission.
About Palatin
Headquartered in New Jersey, Palatin -- www.Palatin.com -- is a
biopharmaceutical company developing first-in-class medicines based
on molecules that modulate the activity of the melanocortin
receptor systems, with targeted, receptor-specific product
candidates for the treatment of diseases with significant unmet
medical need and commercial potential. Palatin's strategy is to
develop products and then form marketing collaborations with
industry leaders to maximize their commercial potential.
Palatin reported a net loss of $27.54 million for the year ended
June 30, 2023, compared to a net loss of $36.20 million on $1.47
million of total revenues for the year ended June 30, 2022.
Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated Sept. 28, 2023, citing that the Company has incurred
operating losses and negative cash flows from operations since
inception and will need additional funding to complete planned
product development efforts that raise substantial doubt about its
ability to continue as a going concern.
PARTS ID: Issues $2.3 Million Amended Note to CIO and CEO
---------------------------------------------------------
PARTS iD, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on Dec. 11, 2023, the Company entered
into an Amended and Restated Note Purchase Agreement and an amended
and restated junior secured promissory note with Sanjiv Gomes, the
Company's chief information officer, and Lev Peker, the Company's
chief executive officer and a director of the Company, which
amended and restated in its entirety the Unsecured Purchase
Agreement and Unsecured Note, respectively. Pursuant to the terms
of the Amended Purchase Agreement, the Company issued the Amended
Note to (i) Mr. Gomes in consideration for the $1,000,000 loan
provided to the Company in connection with the issuance of the
Unsecured Note and (ii) Mr. Peker in consideration for an
additional $1,000,000 loan provided to the Company. All of the
disinterested directors of the Company's Board of Directors, as
well as the disinterested directors of the Audit Committee,
reviewed and approved the terms of the Amended Purchase Agreement
and the Amended Note.
The total aggregate principal amount of the Amended Note is
$2,300,000. The Amended Note matures on Dec. 11, 2024. Upon the
Maturity Date, the Company shall repay (i) to Mr. Gomes, the
$1,000,000 principal amount plus any accrued but unpaid interest
thereon and (ii) to Mr. Peker, $1,300,000. The $1,000,000
principal amount in respect of Mr. Gomes bears interest at the rate
of 7.75% per annum, compounded semi-annually and the $1,300,000
principal amount in respect of Mr. Peker does not bear interest.
The Amended Note is strictly subordinated to the indebtedness owed
to Lind Global Fund II LP, a Delaware limited partnership by the
Company pursuant to that certain Securities Purchase Agreement,
dated as of July 14, 2023, as amended. The Amended Note is secured
by a junior security interest in all of the Company's right, title,
and interest in and to all of the Company's assets, excluding the
Existing Commercial Tort Claim (as defined in that certain Security
Agreement, dated July 14, 2023, by and between the Company and
Lind). The Amended Note also provides that the Company, Mr. Gomes
and Mr. Peker intend for the Amended Note to be an emergency loan
advance to bridge the Company to a possible debtor-in-possession
financing facility and for such advance to be included as part of
that facility (if and when applicable).
The Company intends to use the proceeds from the issuance of the
Amended Note for working capital purposes and the repayment of
current indebtedness.
The Amended Note was issued by the Company in reliance on the
exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended and has not been registered
under the Securities Act.
On Oct. 20, 2023, PARTS iD entered into a Note Purchase Agreement
whereby the Company agreed to issue and sell to Mr. Gomes in a
private placement, an unsecured promissory note in the aggregate
principal amount of $1,000,000.
About PARTS iD
Headquartered in Cranbury, New Jersey, PARTS iD, Inc. is a
technology-driven, digital commerce company focused on creating
custom infrastructure and unique user experiences within niche
markets. The Company was founded in 2008 with a vision of creating
a one-stop digital commerce destination for the automotive parts
and accessories market. Management believes that the Company has
since become a market leader and proven brand-builder, fueled by
its commitment to delivering an engaging shopping experience;
comprehensive, accurate and varied product offerings; and continued
digital commerce innovation.
Princeton NJ-based WithumSmith+Brown PC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 17, 2023, citing that the Company has suffered
recurring losses from operations, has experienced cash used from
operations, and has an accumulated deficit, that raise substantial
doubt about its ability to continue as a going concern.
PERSIMMON HOLLOW: Gets OK to Hire Thames | Markey as Legal Counsel
------------------------------------------------------------------
Persimmon Hollow Brewing Company, LLC received approval from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Thames | Markey to handle its Chapter 11 case.
The firm's hourly rates range from $145 for paralegals to $545 for
partners.
Prior to the petition date, the firm received a retainer of
$51,738, $23,678.50 of which was applied to prepetition services
and costs.
Richard Thames, managing partner at Thames | Markey, 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:
Richard R. Thames, Esq.
Thames | Markey
50 North Laura Street, Suite 1600
Jacksonville, FL 32202
Telephone: (904) 358-4000
Email: rrt@thamesmarkey.law
About Persimmon Hollow Brewing Company
Persimmon Hollow Brewing Company, LLC owns and operates a brewery
and taproom in DeLand, Fla.
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.
The Debtor tapped Richard R. Thames, Esq., at Thames | Markey as
legal counsel and Nperspective Advisory Services, LLC as financial
advisor.
PIONEER INTER-DEVELOPMENT: Kozyak Tropin Represents Homeowners
--------------------------------------------------------------
David A. Samole, on behalf of the law firm of Kozyak Tropin &
Throckmorton, L.L.P. ("KT&T"), filed a verified statement pursuant
to Rule 2019 of the Federal Rules of Bankruptcy Procedure to
disclose that in the Chapter 11 case of Pioneer Inter-Development,
Inc, the firm represents multiple homeowner creditors.
The firm represented three of the four sets of homeowner creditors
in separate prepetition litigation cases with the Debtor, while the
fourth set is represented by other state court counsel, and only
recently retained KT&T postpetition for bankruptcy creditor
purposes only. That homeowner creditor also is a principal of
another creditor which is a former commercial warehouse landlord of
the Debtor, and which the former landlord also recently retained
KT&T postpetition for bankruptcy creditor purposes only, and is
being included for general disclosure purposes.
The homeowner creditors' address and the nature and amount of
disclosable economic interests held in relation to the Debtors
are:
1. Trevor Taylor c/o David A. Samole
Kozyak Tropin & Throckmorton, LLP
2525 Ponce de Leon, 9th Floor Miami, FL 33134
* $1,991.020.16
* Prepetition arbitration award entered in favor of Mr.
Taylor against the Debtor, Pioneer InterDevelopment, Inc., for
damages incurred, as stated in the Final Arbitral Award, that
Pioneer significantly and materially overcharged Mr. Taylor for
work performed under the Construction Agreement, in which
subcontractors invoiced Pioneer for less than Pioneer charged Mr.
Taylor, and subcontractors were paid less by Pioneer than Mr.
Taylor paid Pioneer on their behalf.
2. Ana and Patricio Cordero c/o David A. Samole
Kozyak Tropin & Throckmorton, LLP
2525 Ponce de Leon, 9th Floor Miami, FL 33134
* $3,186,992.30
* Has similar pending litigation claims against Debtor, Pioneer
Inter-Development, Inc., for damages incurred, that Pioneer
significantly and materially overcharged Cordero for work performed
under their Construction Agreement, in which subcontractors
invoiced Pioneer for less than Pioneer charged Cordero, and
subcontractors were paid less by Pioneer than Cordero paid Pioneer
on their behalf. Also alleges misappropriation of advanced funds
for building materials never purchased, and fraudulent/improper
lien Pioneer placed on the home.
3. Adriana Albornoz and Luciano Campos c/o David A. Samole
Kozyak Tropin & Throckmorton, LLP
2525 Ponce de Leon, 9th Floor Miami, FL 33134
* $276,107.99
* Has similar pending litigation claims against the Debtor,
Pioneer Inter-Development, Inc., for damages incurred, that Pioneer
significantly and materially overcharged Albornoz/Campos for work
performed under their Construction Agreement, in which
subcontractors invoiced Pioneer for less than Pioneer charged
Albornoz/Campos, and subcontractors were paid less by Pioneer than
Albornoz/Campos paid Pioneer on their behalf. Alleges
fraudulent/improper lien placed by Pioneer on the subject home.
4. Samanta and Mason Sharpe c/o David A. Samole
Kozyak Tropin & Throckmorton, LLP
2525 Ponce de Leon, 9th Floor Miami, FL 33134
* $161,026.82
* Has similar pending litigation claims against the Debtor,
Pioneer Inter-Development, Inc., for damages for the costs to
correct and complete Pioneer's defective, non-conforming and
deficient construction work that Pioneer failed to properly perform
and/or complete under their Construction Agreement. Alleges
improper, untimely lien placed by Pioneer on the subject home.
5. Palmetto Warehouses, LLC c/o David A. Samole
Kozyak Tropin & Throckmorton, LLP
2525 Ponce de Leon, 9th Floor Miami, FL 33134
* $128,205.45
* Homeowner creditor, Mr. Sharpe, is a principal of Palmetto
Warehouses, LLC, which previously leased two commercial warehouse
units to the Debtor, Pioneer Inter-Development, Inc. Claims were
pursued prepetition in two State Court actions for unpaid warehouse
rent damages and attorneys' fees owed to Palmetto Warehouses. In
one action, judgment was rendered in favor of Palmetto, and an
attorney's fees affidavit and motion were filed by Palmetto and
pending when the bankruptcy case was filed. The other action
remains pending and now stayed, but amounts for damage claims and
attorneys' fees were liquidated in that action as well.
The law firm can be reached at:
David A. Samole, Esq.
Kozyak Tropin & Throckmorton, LLP
2525 Ponce De Leon, 9th Floor
Miami, Florida 33134
Tel: (305) 372-1800
Fax: (305) 372-3508
E-mail: das@kttlaw.com
About Pioneer Inter-Development
Pioneer Inter-Development, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 23-18321) on Oct. 12, 2023, with as much
as $50,000 in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
The Law Office of Michael A. Frank and Law Office of Frank & De La
Guardia represent the Debtor as bankruptcy counsel.
POLYSIGN INC: January 2024 Public Sale Auction Set
--------------------------------------------------
Boathouse Capital III LP ("agent") by Ronald M Caspert, Caspert
Management Co Inc., agent, will sell the collateral at a public
auction on Jan. 25, 2024, at the offices of Latham & Watkins, 1271
Avenue of the Americas, New York, New York 10020. The public
auction will also be available online and by telephone. Remote
access details can be requested from Lakewood Advisors LLC,
financial advisor to the agent.
By virtue of defaults under the loan and security agreement dated
as of April 13, 2022, between, PolySign Inc. and Boathouse Capital
III LP, pursuant to which the pledgor granted a security interest
in all of its rights, title and interest in, to and under, among
other things.
The auction will commence at 10:00 a.m., Eastern Time, at which the
following collateral will be sold: (i) that certain 100% equity
interest in PolySign Cayman Ltd; PS International; Standard Custody
& Trust Company LLC; PolySign Capital LLC; AtomicNet Inc; and
PolySign Acquisitions; and (ii) the intellectual property assets
pledged under the IP security agreements, including certain
trademarks and patents relating to blockchain, distributed ledger
system, and master key escrow process.
Further information with respect to the sale, contact:
Lakewood Advisors LLC
Attn: Edward Grebow
570 Lexington Avenue, Suite 3300
New York, New York 10022
Email: egrebow@lakewoodadvisors.com
PolySign Inc. develops infrastructure software.
PROVIDENT GROUP: S&P Affirms 'BB' Rating on 2022A Senior Notes
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' rating on the $148.7 million
series 2022A senior notes issued by the Provident Group Falcon
Properties LLC (the Project), through the Industrial Development
Authority of the City of Phoenix, Ariz. The '3' recovery rating is
unchanged, reflecting S&P's expectation of meaningful (50%-70%,
rounded estimate: 55%) recovery in the event of default.
The stable outlook reflects S&P's view that the Project is on track
to be completed on time and budget as a result of the construction
contractor's experience, a reasonable construction schedule, and
adequate liquidity to cover any unexpected delays or cost
overruns.
Construction has reached defined milestones as scheduled and we
expect the construction phase to be completed on time with
estimated hotel opening in November 2024.
S&P raised the construction phase standalone credit profile (SACP)
up one notch based on improved creditworthiness of the project's
irreplaceable construction contractor, GE Johnson. However the
operation phase SACP, which remains 'bb', caps the rating.
The U.S. Air Force Academy (USAFA) hotel will be an independently
branded 375-key, nine-story conference event center hotel. Under
the operating agreement, CoralTree Hospitality will operate the
hotel, which is expected to open by the fourth quarter of 2024. The
USAFA hotel will be located at the north entrance to the Air Force
Academy north of Colorado Springs, Colorado and is owned by
Provident Group Falcon Properties LLC.
S&P said, "We affirm the 'BB' rating on Project's senior secured
notes. Construction reports through October 2023 confirm that
construction remains on target and on schedule. We expect the
Project to achieve substantial and final completion as scheduled.
Hotel opening remains on track for November 2024.
"We raised the construction phase SACP up one notch, to 'bbb-' from
'bb+' due to the improved creditworthiness of GE Johnson after its
acquisition by DPR Construction Co. Given that the construction
task is relatively simple, degree of completion is over 60%, and
opening date is within a year, we believe a 'bbb-' construction
phase SACP is appropriate."
The hotel industry has been recovering to pre-pandemic level in
2019 on revenue per available room (RevPAR) basis in most lodging
markets in the U.S. This trend supports our base-case forecast
which remain unchanged.
S&P said, "The stable outlook reflects our view that the Project is
on track to be completed on time and budget as a result of the
construction contractor's experience, a reasonable construction
schedule, and adequate liquidity to cover any unexpected delays or
cost overruns. Under our base-case forecast, we anticipate a
stabilized RevPAR post ramp-up period at around $159, which then is
escalated 2% annually thereafter.
"We could lower the rating if there are any significant
construction-related delays in the schedule or cost overruns that
extend beyond the existing liquidity and construction company's
responsibility. During operations, we could lower the rating if the
hotel underperforms against our base-case forecast consistently,
resulting in a projected minimum debt service coverage ratio (DSCR)
well into the middle of 1.0x-1.5x range.
"An upgrade is very unlikely during the construction because the
operations phase SACP caps the rating. During operations, we may
raise the rating if the hotel demonstrates a track record of
performance outperforming our base-case forecast, resulting in a
projected minimum DSCR well into the middle of 1.5x to 2.5x
range."
RAWHIDE MINING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rawhide Mining LLC
45 Miles NE of
Hawthorne, NV 89415
Chapter 11 Petition Date: December 20,2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-15619
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
E-mail: saschwartz@nvfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Marceau Schlumberger as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/X5AEMMI/Rawhide_Mining_LLC__nvbke-23-15619__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 1st in Padlocks $0
2184 Channing Way
#510
Idaho Falls, ID 83404
2. 3-Dimension Shipping $0
2040 Reno Hwy
Fallon, NV 89406
3. 3-Rivers, Inc. $0
P.O. Box 420
245 North Main Street
Huntington, UT 84528
4. 3G Container Exchange LLC $0
PO Box 6222
San Mateo, CA 94403
5. 4Site Limited $0
1118 Roland Street
Thunder Bay, ON
P7B 5M4 Canada
6. 650 Consulting LLC $0
10545 Dillingham Drive
Reno, NV 89521
7. 8x8 $0
675 Creekside Way
Campbell, CA 95008
8. A Plus Urgent Care $0
P.O. Box 572524
Salt Lake City, UT
84157
9. A&K Earthmovers, Inc. $0
P.O. Box 1059 515
Windmill Drive
Fallon, NV 89407
10. A-1 National Fire $0
c/o Summit Companies
PO Box 6783
Carol Stream, IL 60197
11. A1 Radiator Repair Inc. $0
875 E. Second Street
Reno, NV 89502
12. ABS Systems $0
4749 West Post Road
Las Vegas, NV
89118
13. Argonaut Insurance Company Surety $6,372,608
c/o Law Office of
Manier & Herod
1201 Demonbreun
St., Ste. 900
Nashville, TN 37203
14. Hunt & Sons Inc. $35,931
Attn Collections Dept.
PO Box 1600
Elko, NV 89803
15. ICM Solutions LLC $64,768
PO Box 35143
Seattle, WA 98124
16. Komatsu America Corp. $203,445
1486 S. Distribution Dr.
Salt Lake City, UT
8410
17. Thomas Algerio $864
Pahrump, NV 89048
18. US Dept. of Labor Civil Penalty $15,507
Mine Safety and Health Assessment
Administration
PO Box 790390
Attn: Jenny Chen
Saint Louis, MO 63179
19. US Impact Inc. $46,511
PO Box 1746
Mandeville, LA
70470
20. Western Explosoves Systems $450,554
Company/WESCO
3135 S Richmond St.
Salt Lake City, UT
84106
RELIABLE CASTINGS: Updates Spectrum Secured Claims; Amends Plan
---------------------------------------------------------------
Reliable Castings Corporation submitted a Second Amended Plan of
Reorganization dated December 12, 2023.
The Plan provides for a reorganization and restructuring of
Debtor's financial obligations.
The Court has approved the sale of the real estate owned by the
Debtor in Hamilton County, and that sale has been consummated. From
the sale proceeds, the Debtor anticipates paying off the two
creditors with Secured Claims, which are secured by that asset. The
Debtor will also need to remove the remaining equipment on site at
that location in advance of the closing of the sale and anticipates
scrapping some obsolete equipment at that time. To the extent a
Plan is not confirmed in advance of that time, the Debtor will move
the Bankruptcy Court for approval to take those actions in the
Bankruptcy Case.
The ongoing operations assume that the Debtor will continue to use
the post-petition factoring arrangement with Spectrum through the
life of the agreement for financing (to August 18, 2024) to avoid
incurring early termination fees. The Debtor will thereafter
replace the post-petition factoring arrangement with Spectrum with
replacement financing, the search for which is already in process.
On the Effective Date of the Plan, the Debtor will assume: (i) the
Ohio Electricity Supply Agreement dated August 19, 2022 ("Electric
Contract") with Constellation NewEnergy, Inc. ("CNE") for
electricity supply to the Debtor's Sidney OH location; and (ii) the
Base Contract for Sale and Purchase of Natural Gas dated March 10,
2011 and related Transaction Confirmation (collectively, "Gas
Contract") with Constellation NewEnergy – Gas Division, LLC
("CNEG") for natural gas supply to the Debtor's Sidney OH
location.
In order to assume the Electric Contract, the Debtor will cure the
pre-petition payment defaults under the Electric Contract totaling
$39,027.33 ("CNE Cure Amount"). The CNE Cure Amount will be
satisfied by CNE's application of its Section 366 Adequate
Assurance Deposit of $43,961 to the CNE Cure Amount, leaving a
deposit balance of $4,933.67 ("Deposit Balance"). In order to
assume the Gas Contract, the Debtor will cure the pre-petition
payment defaults under the Gas Contract totaling $247,198.82 ("CNEG
Cure Amount"). The CNEG Cure Amount will be satisfied by CNEG's
application of the Deposit Balance and CNEG's Section 366 Adequate
Assurance Deposit of $41,306 to the CNEG Cure Amount, leaving a
remaining CNEG Cure Amount balance of $200,959.15 which shall be
paid in full, by wire (in accordance with the wire instructions
previously provided by CNEG to the Debtor), by the
Debtor/Reorganized Debtor to CNEG on the Plan Effective Date.
The Plan provides for a distribution to creditors in accordance
with the terms of the Plan by the Distribution Agent over the
course of the Term, which is a total of five years. The Plan
provides for the Debtor to continue to use the post-petition
financing terms from Spectrum on its factoring relationship through
August 18, 2024 (as provided for in the agreement with Spectrum).
The Plan also provides for monthly payments on the Spectrum
pre-petition secured debt amortized over the Term, accruing
interest at 11.5% per annum.
As to the other debt owed by the Debtor, the Plan provides for
payment in full of all Allowed Claims over the life of the Plan
with payments to be made twice per year (on April 15th and October
15th) through October 15, 2028 and a final payment on or before
December 31, 2028 of all amounts necessary to pay off such claims.
Class 4 consists of the Spectrum secured debt that arose before the
Petition Date along with the post-petition interest and fees. The
extent of the Debt is $2,926,830.64 in prepetition amounts
("Principal") and post-petition interest and fees, estimated to be
less than $500,000 as of December 31, 2023 ("Post-Petition
Accrual"). The Class 4 Claim is secured by substantially all assets
of the Debtor.
Pursuant to the Final Cash Collateral Order, and notwithstanding
anything in this Plan or the Confirmation Order to the contrary,
Spectrum shall retain all of its security interests, assignments,
pledges, liens and other encumbrances in and on all property or
assets of the Debtor, the bankruptcy estate and the Reorganized
Debtor as described in the Final Cash Collateral Order to secure
the Class 4 Claim until the Class 4 Claim is paid in full. Spectrum
shall retain a lien to secure all charges, reasonable fees and
expenses that Spectrum incurs on or after the Effective Date. In
the event of an interim sale of assets outside the ordinary course
of business, Spectrum shall be entitled to be paid from the sale
proceeds.
The Principal portion of the Class 4 Claim, shall be paid under the
Plan as follows:
* Amortized over 66 months, but payable with a balloon at the
end of 60 months, with interest accruing at the rate of 11.5% per
annum, payable in monthly payments of $60,044.20 with a balloon
payment of $348,483.17 (or as much as is needed to pay the
remaining accrued balance in full) on or before December 31, 2028.
* In the event of interim sales of assets by the Debtor out of
the ordinary course of business, Spectrum shall be entitled to be
paid from such proceeds (in addition to the monthly payments) which
shall reduce the Principal portion of the Class 4 Claim. Further,
the Reorganized Debtor may refinance some or all of the debt owed
to Spectrum or may pay down or pay off the liability owed to
Spectrum without any pre-payment penalty. Any such additional
payments shall be applied first to reduce the Principal portion of
the Class 4 Claim.
The Allowed Post-Petition Accrual portion of the Class 4 Claim
shall be paid under the Plan as follows:
* Payment of 1/60th of the actual amount of the Post-Petition
Accrual to be paid commencing on January 15, 2024 and continuing
monthly thereafter for 60 months or until paid in full.
* As to both the Principal Portion and the Post-Petition
Accrual Portions of the Class 4 Claim, pursuant to the Final Cash
Collateral Order, and notwithstanding anything in this Plan or the
Confirmation Order to the contrary, Spectrum shall retain all of
its security interests, assignments, pledges, liens and other
encumbrances in and on all property or assets of the Debtor, the
bankruptcy estate and the Reorganized Debtor as described in the
Final Cash Collateral Order to secure the Class 4 Claim until the
Class 4 Claim is paid in full. Spectrum shall retain a lien to
secure all charges, reasonable fees and expenses that Spectrum
incurs on or before the Effective Date.
Debtor anticipates the continued operations of the business will be
adequate to fund the Plan over the Term.
A full-text copy of the Second Amended Plan dated December 12, 2023
is available at https://urlcurt.com/u?l=fZ1jl1 from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Patricia J. Friesinger, Esq.
Coolidge Wall Co., L.P.A.
33 West First Street, Suite 600
Dayton, OH 45402
Tel: 937-223-8177
Fax: 937-223-6705
E-mail: friesinger@coollaw.com
About Reliable Castings Corporation
Reliable Castings Corporation is a supplier of quality aluminum
castings, specializing in aluminum, sand, and permanent mold
castings, prototype castings, mold finishing and repair, and
tooling design and fabrication. The company is based in Sidney,
Ohio.
Reliable Castings filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-31157) on July
25, 2023, with $1 million to $10 million in both assets and
liabilities. Donald Mallory, Esq., a partner at Wood + Lamping, has
been appointed as Subchapter V trustee.
Judge Guy R. Humphrey oversees the case.
The Debtor tapped Patricia J. Friesinger, Esq., at Coolidge Wall
Co., L.P.A., as legal counsel and Forevisor, LLC as business
advisor.
RENALYTIX PLC: Repays $1.1 Million of Convertible Bond
------------------------------------------------------
Renalytix plc announced the repayment of $1.06 million of the
Company's convertible bond and the interest for the period, further
details of which were announced on 31 March 2022. The repayment is
being made through the issue of 2,500,000 Ordinary Shares and
$600,000 in cash.
After settlement of the repayment, the principal remaining under
the convertible bond will be reduced by $1.06 million to $13.78
million.
2,500,000 new ordinary shares of GBP0.0025 each in the capital of
the Company will be issued to settle a portion of the principal and
interest.
An application has been made to the London Stock Exchange for the
new Ordinary Shares to be admitted to trading on AIM. It is
expected that admission of the 2,500,000 new Ordinary Shares to
trading on AIM will become effective on, or around, 8am UK time on
Dec. 21, 2023. The new Ordinary Shares will rank pari passu with
the existing Ordinary Shares of the Company.
Total voting rights
Following Admission, the Company will have 99,930,156 Ordinary
Shares in issue with each share carrying the right to one vote.
The Company has no Ordinary Shares held in treasury. The total
number of voting rights in the Company following Admission will
therefore be 99,930,156.
About Renalytix
Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ:
RNLX) -- www.renalytix.com -- has engineered a new solution that
enables early-stage chronic kidney disease progression risk
assessment. The Company's lead product, KidneyIntelX, has been
granted Breakthrough Designation by the U.S. Food and Drug
Administration and is designed to help make significant
improvements in kidney disease prognosis, transplant management,
clinical care, patient stratification for drug clinical trials, and
drug target discovery.
Renalytix reported a net loss of $45.61 million for the 12 months
ended June 30, 2023, compared to a net loss of $45.28 million for
the 12 months ended June 30, 2022.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated Sept. 28, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations, expects
to incur additional losses and require substantial additional
capital to fund its operations, and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
RITE AID: Paul, Weiss & Fox Rothschild Update List of Noteholders
-----------------------------------------------------------------
The law firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Fox Rothschild LLP filed a first amended verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of Rite Aid Corporation and
its affiliated debtors, the firms represent the Ad Hoc Group of
Secured Noteholders.
The Ad Hoc Group of Secured Noteholder of certain unaffiliated
holders or beneficial holders are (each, a "Member") of (a) 7.500%
Senior Secured Notes due 2025 issued under that certain Indenture,
dated as of February 5, 2020, among the Company, as Issuer, the
Guarantors party thereto, and The Bank of New York Mellon Trust
Company, N.A., as Trustee and Notes Collateral Agent (the "2025
Secured Notes"), and (b) 8.000% Senior Secured Notes due 2026
issued under that certain Indenture, dated as of July 27, 2020,
among the Company, as Issuer, the Guarantors party thereto, and The
Bank of New York Mellon Trust Company, N.A., as Trustee and Notes
Collateral Agent (the "2026 Secured Notes", and together with the
2025 Secured Notes, the "Secured Notes").
On October 23, 2023, Counsel filed the Verified Statement Pursuant
to Bankruptcy Rule 2019 of Ad Hoc Group of Secured Noteholders.
Since then, the Members of the Ad Hoc Group of Secured Noteholders
and the disclosable economic interests in relation to the Debtors
that such Members hold or manage have changed.
The names, addresses, and disclosable economic interests of all the
members of the Ad Hoc Group of Secured Noteholders as of December
19, 2023, are as follows:
1. Arini Capital Management Ltd.
667 Madison Avenue, 4th Floor
New York, NY 10065
* $3,500,000
* $36,500,000
2. Avenue Europe International Management, L.P. and Avenue
Capital Management II, L.P., each solely on behalf of certain funds
it advises
11 W 42nd Street, 9th Floor
New York, NY 10036
* $5,541,000
* $10,000,000
3. Brigade Capital Management, LP
339 Park Avenue, 16th Floor
New York, NY 10022
* $11,445,000
* $67,242,000
4. Deutsche Bank AG New York Branch, solely with respect to the
Distressed Products Group
One Columbus Circle, 7th Floor
New York, NY 10019
* $7,741,000
* $10,749,000
5. Diameter Capital Partners LP
55 Hudson Yards Suite 29B
New York, NY 10001
* $18,500,000
* $48,750,000
6. Empyrean Capital Overseas Master Fund, Ltd
1025 Constellation Blvd., Suite 2950
Los Angeles, CA 90067
* $7,500,000
* $16,000,000
7. Fulcra Asset Management Inc., on behalf of certain of its
managed or advised funds
333 Seymour Street, Suite 1201
Vancouver, British Columbia V6B 5A6
* $13,644,000
* $2,000,000
8. HG Vora Capital Management, LLC
330 Madison Avenue, 21st Floor
New York, NY 10017
* $2,247,000
* $85,663,000
9. Hudson Bay Capital Management, LP, on behalf of certain
investment funds it manages
28 Havemeyer Place, Floor 2
Greenwich, CT 06830
* $24,138,000
* $87,917,000
10. J.P. Morgan Investment Management Inc. and JPMorgan Chase
Bank, N.A., solely as an investment advisor and/or trustee on
behalf of certain discretionary accounts and/or funds it manages
1 E Ohio St., Floor 06
Indianapolis, IN 46204
* $74,580,000
* $162,161,000
11. Livello Capital Special Opportunities Master Fund LP
69 Dr Roy's Drive, George Town,
Grand Cayman KY1-1104 Cayman Islands
* $2,500,000
* $1,000,000
12. Millennium CMM, Ltd.
399 Park Avenue
New York, NY 10022
* $35,128,000
* $24,700,000
13. MidOcean Credit Fund Management, LP
245 Park Avenue, 38th Floor
New York, NY 10167
* $11,142,000
14. Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
* $7,442,000
* $16,327,000
* $4,570,000
15. RBC Capital Markets
200 Vesey Street, 8th Floor
New York, NY 10281
* $11,932,000
* $14,292,000
* $2,000,000
16. Nomura Corporate Research and Asset Management Inc.
309 West 49th Street, 9th Floor
New York, NY 10019-7316
* $15,000,000
17. Sixth Street Partners, LLC
345 California Street, Suite 2600
San Francisco, CA 94104
* $67,725,000
* $146,886,000
18. Walleye Capital
2800 Niagara Lane North
Plymouth, MN 55447
* $8,500,000
* $7,000,000
19. Whitebox Advisors LLC, on behalf of certain of its managed or
advised funds
3033 Excelsior Boulevard Suite 500
Minneapolis, MN 55416
* $10,348,000.00
Co-Counsel to the Ad Hoc Group of Secured Noteholders:
FOX ROTHSCHILD LLP
Joseph J. DiPasquale, Esq.
Howard A. Cohen, Esq.
Mark E. Hall, Esq.
Michael R. Herz, Esq.
49 Market Street
Morristown, NJ 07960-5122
Telephone: (973) 992-4800
Facsimile: (973) 992-9125
Email: hcohen@foxrothschild.com
jdipasquale@foxrothschild.com
mhall@foxrothschild.com
mherz@foxrothschild.com
- and -
PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP
Andrew N. Rosenberg, Esq.
Brian A. Hermann, Esq.
Christopher J. Hopkins, Esq.
Douglas R. Keeton, Esq.
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
Email: arosenberg@paulweiss.com
bhermann@paulweiss.com
chopkins@paulweiss.com
dkeeton@paulweiss.com
About Rite Aid
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15,
2023. In the petition signed by Jeffrey S. Stein, chief executive
officer and chief restructuring officer, Rite Aid disclosed
$7,650,418,000 in total assets and $8,597,866,000 in total
liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
RLI SOLUTIONS: Continued Operations or Sale Proceeds to Fund Plan
-----------------------------------------------------------------
RLI Solutions Company filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania a Disclosure Statement to
accompany Chapter 11 Plan dated December 14, 2023.
The Debtor provides pipeline and general construction services. RLI
owns real estate that it leases to tenants or develops in
accordance with a contract for prospective purchasers.
The primary cause of the bankruptcy was the fallout of insider
shareholder buyouts that forced RLI Solutions Company to undertake
debt obligations that overleveraged its finances and could not
afford.
In 2020, Ronald Lane, the former majority shareholder and father to
current owner and president, initiated a buy/sell of his interest
in the company. Shortly thereafter, Norman Lane, another
shareholder and uncle to current owner and president, forced a
buyout of his interest. The total claims to both shareholders were
in the tens of millions of dollars, in addition to various
vehicles, equipment, real property, and security interests they
also took.
Eventually, the debt obligations became too much for RLI to
maintain and it defaulted on its obligations to Norman Lane.
Norman, in turn, began to execute on its deeds of trust on the
majority of RLI's real property. The bankruptcy was filed to stop
those sales.
RLI Solutions Company anticipates continuing business operations.
The Debtor will sell and/or transfer several assets to help fund
the Plan.
Class 19 consists of General Unsecured Claims. Holders of Allowed
Claims in this Class will receive a pro rata distribution of their
Claim upon the distribution of payments to this Class. Payments
made to this Class will be made (i) the Debtor's continued business
operations, and/or (ii) the proceeds of sales (as contemplated) by
this Plan. The ultimate distribution to this Class will be
determined by the amount of the Allowed Claims.
Any disputed claims are subject to the Claims Objections procedures
set forth in the Plan, including the right of the Debtor to escrow
any potential distribution to the creditor until such time that the
Claims Allowance is determined. Payments from continued business
operations will be made over 60 months beginning after the
distribution of funds from the contemplated sale of real estate.
Equity Interests are to be retained under the Plan. No
distributions under the Plan will be made to this Class other than
regular salary.
The funding for payments to creditors will be through the continued
business operations or the sale of estate assets.
A full-text copy of the Disclosure Statement dated December 14,
2023 is available at https://urlcurt.com/u?l=plH38s from
PacerMonitor.com at no charge.
Counsel for the Debtor:
David Z. Valencik, Esq.
Calaiaro Valencik
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Phone: (412) 232-0930
Email: dvalencik@c-vlaw.com
About RLI Solutions Company
RLI Solutions Company, doing business as Ronald Lane Inc., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Case No. 22-21375) on July 17, 2022, listing as much as
$10 million in both assets and liabilities. Christopher Lane,
president of RLI Solutions Company, signed the petition.
Judge Thomas P. Agresti oversees the case.
Donald R. Calaiaro, Esq., at Calaiaro Valencik, is the Debtor's
legal counsel.
RUDOLPH GIULIANI: Files for Chapter 11 Amid $148-Mil. Verdict
-------------------------------------------------------------
Former New York City mayor and Donald Trump attorney Rudolph "Rudy"
Giuliani filed for Chapter 11 bankruptcy in New York.
Giuliani filed for Chapter 11 bankruptcy less than a week after a
jury ordered him to pay $146 million in damages to Fulton County
election workers Ruby Freeman and Shaye Moss, who sued him for
defamation. Willkie Farr & Gallagher LLP represented the election
workers.
The damage award was originally set at $148 million, but the
federal judge presiding over the case later reduced it to
$145,969,000, according to CBS News.
Giuliani is also facing a defamation suit by voting machine
manufacturer Dominion Voting Systems over false claims that it had
rigged the 2020 presidential election. According to the Debtor's
bankruptcy schedule, Dominion's claim is unliquidated and
disputed.
The former mayor is also facing a similar lawsuit from voting
technology company Smartmatic USA Corp over the election
allegations. The suit is pending, and the company's claims are
unliquidated, according to Giuliani's bankruptcy schedules.
Presidential son Robert Hunter Biden is listed in Giuliani's
schedule as holding a contingent and unliquidated claim. This is
on account of a pending lawsuit filed by Hunter Biden against
Giuliani and his longtime lawyer Robert Costello, alleging they
violated federal and California-based computer fraud laws in their
efforts to disseminate potentially damaging material. The lawsuit
claims Giuliani and Costello broke the law when they accessed data
they claim came from a laptop sent to them by a computer repairman
in Delaware in 2020.
"The filing was precipitated by the issuance of a $148 million
dollar verdict entered against the Debtor along with numerous other
lawsuits currently pending," Giuliani said in court filings.
"I intend to use the Chapter 11 reorganization process to
restructure my finances and address my financial obligations."
About Rudy Giuliani
Former New York City mayor and Donald Trump attorney Rudolph "Rudy"
Giuliani filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No.
23-12055) in New York on Dec. 31, 2023.
Giuliani estimated less than $10 million in assets against
liabilities in excess of $100 million as of the bankruptcy filing.
Berger, Fischoff, Shumer, Wexler & Goodman, LLP, led by Heath S.
Berger and Gary C. Fischoff, is representing Giuliani in the
Chapter 11 case.
SAVVYAN TECHNOLOGIES: Hires Joyce W. Lindauer Attorney as Counsel
-----------------------------------------------------------------
Savvyan Technologies, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Joyce W. Lindauer
Attorney, PLLC as 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 firm will be paid at these rates:
Joyce W. Lindauer, Esq. $495 per hour
Sydney Ollar, Associate Attorney $295 per hour
Laurance Boyd, Associate Attorney $250 per hour
Dian Gwinnup, Paralegal $225 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer of $11,738 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
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.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.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
represents the Debtor as legal counsel.
SHAWCOR LTD: S&P Alters Outlook to Positive, Affirms 'BB-' LT ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Shawcor Ltd. (doing
business as Mattr Infratech) to positive from stable and affirmed
its 'BB-' long-term issuer credit rating.
S&P said, "The positive outlook reflects our expectation that
adjusted debt to EBITDA will remain well below 2x over the next few
years supported by mid- to high-single digit organic revenue growth
and EBITDA margin expansion to the mid-teens area following the
sale of its pipe coating business and investments the company is
making in its continuing operations.
"The positive outlook reflects our expectation that Mattr will
generate credit metrics over the next couple of years that we view
as strong for the rating.
"We expect Mattr will generate an adjusted debt-to-EBITDA ratio
below our 2x upgrade trigger over the next few years, including
about 1.7x in 2024 and about 1.3x in 2025 (down from about 2.4x at
the end of 2022). Mattr has significantly reduced its debt leverage
during 2023 following the repayments made under its credit
facility, earnings growth in its continuing operations (Connection
Technologies and Composite Technologies segments) and about C$225
million of cash proceeds received during the fourth quarter from
the completed sale of its pipe coating business. Our forecast
assumes annual organic revenue growth (%) from continuing
operations in the mid- to high-teens area and improved
profitability over the next few years. We expect connection
technologies to benefit from electrification trends, growing
investments in nuclear power, and increased vehicle production
following disruptions during the pandemic. In composite
technologies, we anticipate strong demand stemming from the need to
replace aging infrastructure and population growth. In our view,
Mattr's EBITDA growth prospects combined with its net debt to
adjusted EBITDA target of below 1.5x (based on the company's
methodology) supports our expectation that adjusted debt to EBITDA
would remain well-below 2x, thereby increasing the likelihood of an
upgrade within the next 12 months."
In S&P's view, the sale of Mattr's pipe coating business will
likely reduce earnings volatility and improve profit margins.
Mattr completed the sale of its pipe coating business on Dec. 1,
2023, for about C$225 million. The business provided insulation and
protective coating solutions for offshore subsea pipelines and
comprised about one-third of the company's revenue in 2022. The
business had historically generated EBITDA margins that were
generally lower and more volatile than Mattr's continuing
operations. S&P said, "In our view, this stemmed from competitive
pressures and demand that typically tracked volatile oil and gas
prices and new drilling projects. By comparison, we view its
continuing operations, including composite and connection
technologies, to have a relatively stronger competitive position
and primarily serve industrial end markets with good long-term
growth prospects. Now that Mattr has sold its pipe coating
business, we estimate the company's adjusted EBITDA margins to
improve to the high-teens (%) area by 2025, as margin expansion
will be somewhat constrained through 2024 owing to near-term costs
and inefficiencies associated with the ramp up of its new
facilities."
S&P said, "We expect capital expenditures to remain elevated
through at least the next 12 months as the company adds facilities
to support its growth.
"We expect Mattr's capital expenditures (capex) to remain elevated
at about C$100 million in 2023 and just over C$90 million in 2024
as it invests in new and expanded capacity to support growth in its
continuing business segments. We anticipate the company will fund a
large portion of this spending with proceeds received from the
recently completed sale of its pipe coating business. We also
believe the company could look to deploy some of its excess cash to
make acquisitions (we assume about C$50 million annually beyond
2023) to strengthen its product offering or position within
composites and connections.
"The positive outlook reflects our expectation that adjusted debt
to EBITDA will remain well below 2x over the next few years
supported by mid- to high-single digit organic revenue growth and
EBITDA margin expansion to the mid-teens area following the sale of
its pipe-coating business and investments the company is making in
its continuing operations.
"We could revise the outlook to stable within the next 12 months if
we expect adjusted debt to EBITDA to increase above 2x or EBITDA
margins to remain well below 15%. This could occur if a weaker
macroeconomic environment leads to a decline in industrial
investment and output, resulting in less demand for Mattr's
products. We could also return the outlook to stable if the company
demonstrates a more aggressive financial policy than expected,
potentially resulting in large debt-funded acquisitions or
shareholder distributions that increase leverage.
"We could raise our rating on Mattr within the next 12 months if we
continue to expect the company to sustain adjusted debt to EBITDA
below 2x with adjusted EBITDA margins (%) approaching the mid-teens
area or better."
SONAVATION INC: Files Amendment to Disclosure Statement
-------------------------------------------------------
Sonavation, Inc., submitted a First Amended Disclosure Statement
for Amended Plan of Liquidation dated December 14, 2023.
The Plan creates a Liquidating Trust to be administered by a
Liquidating Trustee to administer the proceeds from the liquidation
of the Bankruptcy Estate.
Under the Plan, the Debtor has arranged with Hillandale Advisors,
LLC (the "Equity Broker") to make its Equity available for sale in
a manner consistent with 26 USC 382 (an IRC 382 Restructuring) and
make available the Debtor's net operating losses (NOLs) to a
Restructuring Partner.
If there is not a successful IRC 382 Restructuring, the Debtor will
proceed with a sale of the Debtor's Intangible Assets and related
causes of action. During the case, the Debtor has solicited offers
for the sale of the Intangible Assets. Toler Law Group, PC, (the
"Asset Stalking Horse") has made a bid consisting of a cash
component of $20,000 and a participation component of 60% of the
net proceeds from any litigation of the Causes of Action pertaining
to the Intangible Assets. A sale utilizing bid procedures approved
by the Court will be conducted approximately sixty days after the
Effective Date.
Class III consists of Equity Interests. The Allowed Equity
Interests in the Debtor shall be either canceled as of the
Effective Date or alternatively marketed for IRC 382 Restructuring
by the Equity Broker and then either conveyed pursuant to the IRC
382 Restructuring, or alternatively cancelled to the extent that
any such Equity Interests are not sold at an IRC 382 Restructuring.
Class IV consists of the Allowed Secured Claim of Cross Match
Technologies, Inc. This Claim consists of Cross Match Technologies,
Inc's. secured blanket lien on Debtor's business assets. In the
event of an IRC 382 Restructuring, the holder of this Allowed Claim
will receive on account of such Claim the net proceeds of the funds
allocated to the sale of the Intangible Assets. In the event of an
Asset Sale, the holder of an Allowed Claim in this Class will
receive the net proceeds of the sale in order of its priority.
The holders of such Claims shall receive on account of such Claims
a Pro Rata Share of the proceeds of the IRC 382 Restructuring. In
the event of an Asset Sale, they will receive proceeds of the Asset
Sale after payment to Classes IV and V.
Recoveries for creditors in this case will come from the potential
sale of the Equity Interests of the Debtor or Sale of the Debtor's
Assets by the Liquidating Trust.
The Plan provides for the creation of the Liquidating Trust,
responsible for the sale of the Debtor's Intangible Assets and the
potential sale of the Equity Interests in the Debtor. If the Equity
Interests in the Debtor do not sell through the Plan, then the
Equity Interests of the Debtor will be cancelled through the Plan.
Holders of Allowed Claims shall be beneficiaries of the Liquidating
Trust and entitled to distributions based on the priority and
timing set forth in the Plan. The Liquidating Trustee will control
the Liquidating Trust. The Liquidating Trust will be vested with
all the Debtor's Bankruptcy Estate.
The Debtor has arranged for Hillandale Advisors, LLC (the "Equity
Broker") to act as Equity Broker to assist the Debtor in attempting
to obtain value from the net operating losses for the estate
through an IRC 382 Restructuring. To engage its services, the
Equity Broker requires the funding of upfront costs and fees in the
amount of $50,000.00 (the "Equity Broker's Retainer"), as is more
particularly set forth in the terms of the Equity Broker’s
engagement letter.
A full-text copy of the First Amended Disclosure Statement dated
December 14, 2023 is available at https://urlcurt.com/u?l=QUgOOu
from PacerMonitor.com at no charge.
Attorneys for Debtor:
Paul N. Mascia, Esq.
Michael A. Nardella, Esq.
Nardella & Nardella, PLLC
135 W. Central Blvd., Ste. 300
Orlando, FL 32801
Tel: (407) 966-2680
Fax: (407) 966-2681
Email: pmascia@nardellalaw.com
About Sonavation Inc.
Sonavation Inc. manufactures computer and peripheral equipment in
North Palm Beach, Fla.
Sonavation sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 23-13960) on May 22, 2023. In the
petition signed by its chief executive officer, Lisa Rhoads, the
Debtor reported between $1 million and $10 million in both assets
and liabilities.
Judge Erik P. Kimball oversees the case.
The Debtor tapped Paul N. Mascia, Esq., at Nardella & Nardella,
PLLC as legal counsel and Ashcraft Business Advisors as accountant.
SONOMA PHARMACEUTICALS: Signs Equity Distribution Deal With Maxim
-----------------------------------------------------------------
Sonoma Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it entered into an Equity
Distribution Agreement with Maxim Group LLC, pursuant to which the
Company may offer and sell, from time to time, through Maxim, as
sales agent or principal, shares of its common stock, $0.0001 par
value per share.
Subject to the terms and conditions of the Agreement, Maxim will
use commercially reasonable efforts consistent with its normal
trading and sales practices, applicable state and federal law,
rules and regulations and the rules of the Nasdaq Capital Market to
sell shares from time to time based upon the Company's
instructions, including any price, time or size limits specified by
the Company. Under the Agreement, Maxim may sell shares by any
method deemed to be an "at the market" offering as defined in Rule
415 under the U.S. Securities Act of 1933, as amended, or any other
method permitted by law, including in privately negotiated
transactions. Maxim's obligations to sell shares under the
Agreement are subject to satisfaction of certain conditions,
including customary closing conditions for transactions of this
nature. The Company will pay Maxim a commission of 3% of the
aggregate gross proceeds from each sale of shares and has agreed to
provide Maxim with customary indemnification and contribution
rights. The Company also agreed to reimburse Maxim for certain
specified expenses of up to $20,000.
The Company is not obligated to make any sales of its common stock
under the Agreement and no assurance can be given that the Company
will sell any shares under the Agreement, or, if it does, as to the
price or amount of shares that the Company will sell, or the dates
on which any such sales will take place. The Agreement will
terminate upon the earlier of (i) the sale of all shares under the
Agreement, or (ii) as provided therein.
Sales of shares of common stock under the Agreement will be made
pursuant to the registration statement on Form S-3 (File No.
333-275311), which was declared effective by the U.S. Securities
and Exchange Commission, on Nov. 20, 2023, and a related prospectus
supplement filed with the SEC on Dec. 15, 2023, for an aggregate
offering price of up to $392,077.
About Sonoma Pharmaceuticals
Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) --
http://www.sonomapharma.com-- is a global healthcare company
developing and producing stabilized hypochlorous acid, or HOCl,
products for a wide range of applications, including wound care,
eye care, oral care, dermatological conditions, podiatry, animal
health care and non-toxic disinfectants. The Company's products
reduce infections, itch, pain, scarring, and harmful inflammatory
responses in a safe and effective manner. In-vitro and clinical
studies of HOCl show it to have impressive antipruritic,
antimicrobial, antiviral, and anti-inflammatory properties. The
Company's stabilized HOCl immediately relieves itch and pain, kills
pathogens and breaks down biofilm, does not sting or irritate the
skin, and oxygenates the cells in the area treated, assisting the
body in its natural healing process. The Company sells its
products either directly or via partners in 55 countries
worldwide.
Sonoma Pharmaceuticals reported a net loss of $5.15 million for the
year ended March 31, 2023, compared to a net loss of $5.08 million
for the year ended March 31, 2022. As of March 31, 2023, the
Company had $16.23 million in total assets, $8.25 million in total
liabilities, and $7.98 million in total stockholders' equity.
Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated June 21, 2023, citing that the Company has incurred
significant losses and negative operating cash flows and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
SORRENTO THERAPEUTICS: Shareholders Lose Bid for Jones Probe
------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Sorrento Therapeutics Inc.
shareholders lack grounds to formally investigate the company's
brief use of a lawyer romantically involved with the judge who
previously oversaw its bankruptcy case.
Judge Christopher Lopez of the US Bankruptcy Court for the Southern
District of Texas on Monday, Dec. 18, 2023, denied the
shareholders' request for a targeted investigation into whether
Sorrento's advisers knew of, and potentially sought to exploit, the
previously secret relationship between former judge David R. Jones
and attorney Liz Freeman.
When considering the totality of the 10-month-old Chapter 11 case,
the call for an exam into Latham & Watkins LLP and other Sorrento
advisers.
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors ("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones originally oversaw the cases.
The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel;
Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts
counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin
Y. Meghji, managing partner at M3, serves as the Debtors' chief
restructuring officer. Stretto Inc. is the claims, noticing and
solicitation agent.
Norton Rose Fulbright US, LLP and Milbank, LLP represent the
official committee of unsecured creditors appointed in the Debtors'
Chapter 11 cases.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig,
LLP serve as the equity committee's bankruptcy counsel.
STIMWAVE TECHNOLOGIES: Buyer Slams Former CEO's Domain Claim
------------------------------------------------------------
The buyer of Stimwave Technologies on Monday slammed an alleged
effort by the medical device company's former CEO to shift blame to
her husband regarding the violation of a sale order through
improper use of the once-bankrupt firm's domain name.
On Nov. 21, 2023, Curonix filed a motion seeking an order enforcing
the terms of the sale order against Laura Perryman, Gary Perryman,
Brandyn Perryman, and Ministim LLC.
The Enforcement Motion arises out of the improper redirection of
the stimwave.com domain name, first to the website of Ministim LLC,
a competing company controlled by Laura and/or Brandyn Perryman,
and then to the United States Food and Drug Administration's
Manufacturer and User Facility Device Experience ("MAUDE")
database, which compiles reports of adverse events involving
medical devices. Gary Perryman claims that he has since created a
substantive landing page accessible via the stimwave.com domain
stating that "stimwave is closed," directing Stimwave patients to
access inapplicable device instructions for use for a product
manufactured by Curonix (not Stimwave), and inviting visitors to
access "STIMWAVE COMPLAINTS" or "Research Issues with Stimwave" via
links to the MAUDE database.
In light of the interference with the stimwave.com domain, which
violates the Sale Order's prohibition on interference with "the
ability of the Buyer to acquire, take possession of, use and
operate the Acquired Assets," the Enforcement Motion seeks an order
requiring the Perrymans to redirect the stimwave.com domain name to
stimwavefreedom.com, and prohibiting the Perrymans from further
interference with Curonix's use of the stimwave.com domain or the
STIMWAVE trademark.
In a Dec. 13, 2023 filing -- 8 days after the expiration of the
objection deadline for the Enforcement Motion -- Laura and Brandyn
Perryman said in their objection that they simply "do not have any
relationship" to the stimwave.com domain name. Instead, they
claim in their untimely Second Response that Gary Perryman -- who
failed to file a response to the Enforcement Motion and who, again,
is Laura Perryman's husband and Brandyn Perryman's father -- is the
sole owner and controller of the stimwave.com domain name.
"But Laura Perryman's story is inconsistent with her own prior
statements. In a letter filed in the Delaware Action, Laura
Perryman claimed that "ownership was transferred" to Gary Perryman
"when Stimwave filed for bankruptcy in June of 2022." Lindemuth
Decl., Ex. J. Neither Laura nor Gary Perryman have submitted any
documentation showing when or how ownership or control over
stimwave.com was transferred. Moreover, the idea that Laura
Perryman would truly retain no ownership or control whatsoever over
an asset she claims to have personally owned for 13 years and later
transferred to her own husband is contrary to both common sense and
basic concepts of marital property. See Fla. Stat. 61.075(6)(a)
(2023) ("Marital assets" include "[a]ssets acquired and liabilities
incurred during the marriage, individually by either spouse or
jointly by them" and "[i]nterspousal gifts during the marriage."),"
Curonix said in court filings.
About Stimwave
Stimwave Technologies Incorporated and Stimwave LLC manufacture,
distribute, and provide ongoing support for implantable, minimally
invasive neurostimulators, which are used as a treatment for
chronic intractable pain.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 22-10541) on June 15, 2022. In
the petition signed by Aure Bruneau, as manager, the Debtors
disclosed up to $100 million in assets and up to $50 million in
liabilities.
Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and
Crutcher LLP serve as the Debtors' legal counsel.
The Debtors also tapped Honigman LLP and Jones Day as special
counsel; Riverson RTS, LLC as financial advisor; and GLC Advisors
and Co., LLC and GLCA Securities, LLC as investment bankers. Kroll
Restructuring Administration is the Debtors' administrative advisor
and notice, claims, solicitation and balloting agent.
On July 6, 2022, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in these cases. Culhane
Meadows, PLLC and Province, LLC serve as the committee's legal
counsel and financial advisor, respectively.
TACO BUS 01: Hires Buddy D. Ford P.A. as Legal Counsel
------------------------------------------------------
Taco Bus 01, Inc. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Buddy D. Ford, P.A. as
counsel.
The Debtor requires legal counsel to:
(a) analyze the financial situation, and rendering advice and
assistance to the Debtor in determining whether to file a petition
under Title 11, United States Code;
(b) give advice regarding the powers and duties of the Debtor
in the continued operation of its business and management of the
estate's property;
(c) prepare and file schedules of assets and liabilities,
statement of affairs, and other documents required by the court;
(d) represent the Debtor at the Section 341 creditors'
meeting;
(e) advice the Debtor with respect to its powers and duties as
Debtor and as Debtor-in-Possession in the continued operation of
its business and management of its property; if appropriate;
(f) advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(g) prepare legal papers;
(h) protect the interest of the Debtor in all matters pending
before the court;
(i) represent the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan; and
(j) perform all other necessary legal services for the
Debtor.
The firm will be paid at these rates:
Buddy D. Ford, Esq. $450 per hour
Senior Associate Attorneys $400 per hour
Junior Associate Attorneys $350 per hour
Senior Paralegal Services $150 per hour
Junior Paralegal Services $100 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the commencement of its Chapter 11 case, the Debtor paid
the firm an advance fee of $15,000.
Buddy Ford, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Email: Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About Taco Bus 01, Inc.
Taco Bus 01 Inc. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05520) on Dec. 6,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities.
Judge Catherine Peek McEwen oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor
as legal counsel.
TEHUM CARE: Pitches $54-Mil. Settlement to Creditors in Chapter 11
------------------------------------------------------------------
James Nani of Bloomberg Law reports that prison medical provider,
Tehum Care Services, offered creditors a $54 million settlement
following renewed mediation sparked by an ethics scandal
surrounding a judge who was previously involved in the case.
New mediation conducted in Tehum Care Services Inc.'s bankruptcy
yielded a proposed settlement that would provide more money for the
bankruptcy estate than a previous $37 million deal, and get the
money to creditors faster, attorneys for Tehum and unsecured
creditors said during a hearing in the U.S. Bankruptcy Court for
the Southern District of Texas Monday, Dec. 18, 2023.
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP, as special litigation counsel;
and Ankura Consulting Group, LLC, as financial advisor. Russell A.
Perry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC, is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Stinson, LLP and Dundon Advisers, LLC, serve as the committee's
legal counsel and financial advisor, respectively.
TIMBER PHARMACEUTICALS: Court OKs $13.9MM DIP Loan from LEO US
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Timber Pharmaceuticals, Inc. and affiliates to use cash collateral
and obtain postpetition financing, on a final basis.
The Debtors are permitted to obtain postpetition financing from LEO
US Holding, Inc. on a secured superpriority basis, consisting of a
term loan facility in an aggregate principal amount of up to $13.9
million. The DIP Loan consists of:
(a) A multiple draw new money term loan credit facility in the
principal amount of $7.4 million; and
(b) subject to and pending entry of the Final Order, a roll-up
of the Prepetition Liabilities outstanding under the LEO Loan
Agreement in the outstanding principal amount of $6.5 million, plus
interest outstanding thereunder.
The DIP Loans will bear interest on the daily balance thereof at a
rate equal to 12% per annum, accruing monthly, payable in arrears.
The DIP Loans are due and payable through the earliest to occur
of:
(a) the date that is three months from the date of the first
Loan under the Agreement;
(b) the Acquisition Closing;
(c) the first Business Day following the consummation of an
Alternative Transaction previously approved by a Bankruptcy Court
order;
(d) the effective date as of which a Competing Transaction (as
defined in the Stalking Horse APA) is consummated under the
Stalking Horse APA;
(e) the earlier of the effective date or the substantial
consummation of a Plan of Reorganization that has been confirmed by
an order of the Bankruptcy Court; and
(f) an earlier date on which all Loans and other Obligations
for the payment of money will become due and payable in accordance
with the terms of this Agreement and the other Loan Documents,
including Section 7 of the DIP Credit Agreement.
The Debtors are required to comply with these milestones:
(a) Comply with and achieve the Sale Milestones;
(b) Comply in a timely manner with their obligations and
responsibilities as debtors-in-possession under the Bankruptcy
Code, the Bankruptcy Rules, the DIP Orders, the First Day Orders
and any other order of the Bankruptcy Court;
(c) To the extent reasonably practicable, at least three
calendar days prior to the date when the Borrowers intend to file
the same, all substantive motions and other filings made in the
Chapter 11 Cases, including any "first day" or "second day"
motions, any Chapter 11 plan or disclosure statement, or relating
to the 363 Sale, and, in each case, any related proposed orders;
(d) Provide the Lender with timely updates of any material
developments in connection with the Chapter 11 Cases and the 363
Sale; and
(e) Deliver or cause to be delivered to the Lender, in
accordance with the Bid Procedures, copies of any documents related
to the sale of the assets of one or more of the Borrowers.
Prior to the Petition Date, LEO US made loan advances and provided
other financial accommodations to Debtors Timber Pharmaceuticals,
Inc., Timber Pharmaceuticals LLC and BiopharmX, Inc. pursuant to:
(a) the Secured Bridge Loan Agreement, dated as of August 30,
2023 by and among Timber Pharmaceuticals, Inc.; Timber
Pharmaceuticals LLC, BiopharmX, Inc. and LEO US Holding; and
(b) all other agreements, documents and instruments executed
and/or delivered with, to, or in favor of the Prepetition Lender in
connection with the Prepetition Bridge Loan Agreement.
As of the Petition Date, the Debtors were indebted to the
Prepetition Lender in an aggregate outstanding amount of $6.5
million.
The Company has incurred losses each year since their founding in
2019, including a net loss of $8.1 million for the six months ended
June 30, 2023. As of June 30, 2023, the Debtors had an accumulated
deficit of approximately $56.4 million.
The Debtors expect to continue to incur significant expenses and
operating losses for the foreseeable future, including primarily in
connection with their ongoing development of their marquee product,
TMB-001.
The Debtors have an immediate and critical need to obtain financing
pursuant to the DIP Facility and continue to use the Prepetition
Collateral in order to, among other things:
(a) pay the fees, costs, and expenses incurred in connection
with the Chapter 11 cases;
(b) fund any obligations benefitting from the Carve Out;
(c) permit the orderly continuation of the operation of their
business;
(d) maintain business relationships with customers, vendors,
and suppliers;
(e) make payroll; and
(f) satisfy other working capital and operational needs.
As adequate protection, the Prepetition Lender (a) will receive a
claim having priority over any and all expenses of the kind
specified in, among other sections of the Bankruptcy Code, sections
105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, and
1114, subject to payment of the Carve Out and subject to the DIP
Superpriority Claims of the DIP Lender and existing claims of the
Prepetition Lender on the Prepetition Collateral; and (b) will have
valid, binding, enforceable and perfected liens in all Collateral,
junior only to payment of the Carve Out, the DIP Liens, and any
other Permitted Liens, in each case equal to the sum of the
aggregate diminution, if any, subsequent to the Petition Date, in
the value of its prepetition collateral.
A copy of the order is available at https://urlcurt.com/u?l=XO7cp9
from PacerMonitor.com.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals
LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals,
Inc., disclosed total assets of $3,326,213 against total debt of
$5,947,297.
The Debtors tapped MORRIS, NICHOLS, ARHST & TUNNELL LLP as
bankruptcy counsel; LOWENSTEIN SANDLER LLP as special counsel; and
VRS RESTRUCTURING SERVICES LLC to provide a chief restructuring
officer.
Counsel to the DIP Lender, LEO US Holding, Inc., are COVINGTON &
BURLING LLP and COLE SHOTZ P.C.
TMC MANAGEMENT: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------
Debtor: TMC Management Group Inc.
Plaza Encantada Mall Local A3
Interseccion Carr. 181 Ave.
Encantada
Trujillo Alto, PR 00976
Business Description: The Debtor operates a franchise of The Taco
Maker Inc which operates a "mexican
style" food restaurant in Trujillo Alto,
Puerto Rico.
Chapter 11 Petition Date: December 21, 2023
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 23-04254
Debtor's Counsel: Homel Mercado Justiniano, Esq.
Calle A. Ramirez Silva #8
Ensanche Martinez
Mayaguez, PR 00680
Tel: 787-831-2577
Fax: 787 805-7350
Email: hmjlaw2@gmail.com
Total Assets: $58,423
Total Liabilities: $1,284,831
The petition was signed by Luis Gonzalo Benabe Negron as
president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/PV5EDAY/TMC_MANAGEMENT_GROUP_INC__prbke-23-04254__0001.0.pdf?mcid=tGE4TAMA
TOPPOS LLC: Northpoint Seeks Chapter 11 Trustee Appointment
-----------------------------------------------------------
A creditor of Toppos, LLC asked the U.S. Bankruptcy Court for the
Eastern District of North Carolina to appoint an independent
trustee to take over the Chapter 11 case of the company.
In a motion filed with the U.S. Bankruptcy Court for the Eastern
District of North Carolina, attorneys for Northpoint Commercial
Finance, LLC said control of the company's management and
operations should be given to a bankruptcy trustee in light of the
company's "irreconcilable conflicts of interest."
"The conflicted interests of [Toppos] have caused actual harm to
its estate and its creditors," said Jay Bender, Esq., one of the
attorneys at Bradley Arant Boult Cummings, LLP representing the
creditor.
The attorney accused the company and its current management of
being "more concerned about protecting their interests in the
non-debtor affiliates" than in performing their fiduciary duties to
the estate and creditors.
Mr. Bender cited the company's recent decision to revise its lease
agreements that relieve manufactured home parks owned by its
principal, Neil Carmichael Bender, II, of their contractual
obligation to pay the company rent for manufactured homes leased to
them by the company.
The revision provides that parks are not responsible for rental
payments to the company if a manufactured home is not occupied by a
tenant.
Prior to the revision of the lease agreements, Toppos would charge
the parks $250 or $300 per month to use a manufactured home. The
manufactured home is then rented out to tenants who pay the parks
$800 to $1,200 per month.
"This amendment to the form of lease with non-debtor affiliates
under common management is likely costing [Toppos] hundreds of
thousands of dollars in lost revenue each month," Mr. Bender said
in a motion filed in court.
According to the attorney, Toppos and its principal have been in
default of their obligations to Northpoint for a year and in
payment default for months.
Toppos and its affiliate Time Out Communities, LLC owe over $23
million to Northpoint arising from their acquisition of at least
607 manufactured homes. The company's principal and related
entities guaranteed this debt.
Northpoint can be reached through:
Jay R. Bender, Esq.
Anna-Bryce Hobson, Esq.
Hanna E. Eickmeier, Esq.
Bradley Arant Boult Cummings, LLP
214 North Tryon Street, Suite 3700
Charlotte, NC 28202
Telephone: (704) 338-6035
Emails: jbender@bradley.com
ahobson@bradley.com
heickmeier@bradley.com
-- and --
James Bailey, Esq.
Bradley Arant Boult Cummings, LLP
One Federal Place
1819 5th Avenue North
Birmingham, AL 35203
Telephone: (205) 521-8913
Email: jbailey@bradley.com
About Toppos LLC
Toppos, LLC is primarily engaged in acting as lessors of buildings
used as residences or dwellings. The company is based in Lumberton,
N.C.
Toppos filed Chapter 11 petition (Bankr. E.D.N.C. Case No.
23-02889) on Oct. 5, 2023, with $10 million to $50 million in
assets and $50 million to $100 million in liabilities. Neil
Carmichael Bender, II, member-manager, signed the petition.
Judge Pamela W. Mcafee oversees the case.
Blake Y. Boyette, Esq., at Buckmiller, Boyette & Frost, PLLC, is
the Debtor's legal counsel.
TROIKA MEDIA: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Troika
Media Group, Inc. and its affiliates.
The committee members are:
1. Digital Media Solutions, LLC
4800 N. 140th Street, Ste. 101
Clearwater, FL 33762
Phone: 877.236.8632
Email: legal@dmsgroup.com
Attn: Anthony Saldana, General Counsel
2. Thryv, Inc.
2200 W. Airfield Drive
DFW Airport
Dallas, TX 75261
Phone: 972.453.7308
Email: greg.supan@thryv.com
Attn: Greg Supan, Senior Corporate Counsel
3. Direct Agents, Inc.
149 Fifth Ave.
New York, NY 10010
Phone: 703.801.6762
Email: brendan@directagents.com
Attn.: Brendan Strauss, Vice-President – Performance
Group
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Troika Media Group
Troika Media Group, Inc., a New York-based company and its
affiliates operate a media advertising professional services
company. The Debtors' core asset is their business segment run by
Converge Direct, LLC, which Troika Media Group acquired in March
2022 for $125 million.
Converge is a data-and-audience-centric media buying agency. It
differentiates itself from the typical agency model in favor of
deeper engagement with its clients and investing in its own lead
generating activities. Converge provides complementary services
such as advertising strategy and customized advertising campaigns,
utilizing its proprietary attribution analytics software tool,
Helix.
Troika Media Group and its affiliates filed Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 23-11969) on Dec. 7, 2023. As of
Oct. 31, 2023, Troika Media Group had total assets of $86.5 million
and total debts of $130.7 million.
Judge David S. Jones oversees the cases.
The Debtors tapped Willkie Farr & Gallagher, LLP as legal counsel;
Jefferies, LLC as investment banker; and Arete Capital Partners,
LLC as financial advisor. Kroll Restructuring Administration, LLC
is the notice, claims, solicitation and balloting agent and
administrative advisor.
TWO RIVERS FARMS: Hires Buechler Law Office LLC as Counsel
----------------------------------------------------------
Two Rivers Farms F-2, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Buechler Law Office,
LLC as counsel.
The firm's services include:
a. prepare on behalf of the Debtor-in-Possession all necessary
reports, orders and other legal papers required in this Chapter 11
proceeding;
b. perform all legal services for Debtor as Debtor-in-Possession
which may become necessary herein; and
c. represent the Debtor in any litigation which the Debtor
determines is in the best interest of the estate.
The firm will be paid at these rates:
K. Jamie Buechler $495 per hour
David M. Rich $495 per hour
Michael Lamb $350 per hour
Associate Attorneys $150 per hour
Paralegals $125 per hour
The firm will be paid a retainer in the amount of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
K. Jamie Buechler, Esq., a partner at Buechler Law Office, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
K. Jamie Buechler, Esq.
BUECHLER LAW OFFICE, LLC
999 18th Street, Suite 1230-S
Denver, CO 80202
Tel: (720) 381-0045
Fax: (720) 381-0382
Email: Jamie@KJBlawoffice.com
About Two Rivers Farms F-2, Inc.
Two Rivers Farms F-2, Inc. in Denver, CO, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
23-15627) on December 6, 2023, listing $615,000 in assets and
$16,099,861 in liabilities. Greg Harrington as authorized
representative of the Debtor, signed the petition.
BUECHLER LAW OFFICE, L.L.C. serve as the Debtor's legal counsel.
US STEEL: S&P Places 'BB-' ICR on CreditWatch Positive
------------------------------------------------------
S&P Global Ratings placed its 'BB-' issuer credit rating on United
States Steel Corp. (U.S. Steel) on CreditWatch with positive
implications.
S&P expects to resolve the CreditWatch positive once it has
visibility on the successful close of the acquisition and the
strategic position of U.S. Steel as an indirect subsidiary of NSC.
U.S. Steel has entered into a definitive agreement to be acquired
by NSC. NSC will acquire U.S. Steel in an all-cash transaction at
$55 per share, representing a total enterprise value of $14.9
billion. The acquisition follows U.S. Steel's strategic review
process announced in August and an unsolicited acquisition proposal
from Cleveland-Cliffs Inc. (BB-/Watch Dev/--). The NSC proposal is
substantially higher than Cliffs' public proposal of a cash and
stock offer, which reflected an implied total consideration value
of $35 per share and transaction value of about $7.3 billion.
While both parties are confident in the deal being approved, S&P
notes there is uncertainty surrounding the likelihood of the deal
closing. NSC has a presence in the United States, and it believes
that this deal does not present the same regulatory risk present in
other potential combinations. However, an international entity
acquiring U.S. Steel could heighten political focus and regulatory
scrutiny. The United Steel Workers union is also a stakeholder, and
we expect its perspective to also be considered. With that said,
NSC has agreed to honor all of the agreements between U.S. Steel
and the unions that represent U.S. Steel employees.
U.S. Steel credit profile is strengthening, and S&P sees potential
for a higher rating under ownership by a larger, higher-rated steel
player. Record cash flow generation in the last several years has
reduced debt, improved pension liability position, and enabled U.S.
Steel to strengthen its asset footprint. The company is approaching
the final phases of its largest capital project ever, the $3
billion, 3-million-ton Big River 2 mini-mill, which will double the
capacity of its mini-mill segment and could generate more than $1
billion in annual through-cycle EBITDA and free cash flow once
fully ramped in 2026.
The company has maintained a significant cash buffer throughout
this expansion, and S&P expects the completion of the investment
next year will improve free cash flow generation. The full
acquisition of Big River in 2021 signified the shift in the
company's strategy to pivot its steel footprint to less
carbon-intensive steel making through rationalizing its blast
furnace capacity and expanding its mini-mill footprint, while
investing in its upstream operations to provide high metallic
content feedstock to its growing electric arc furnace (EAF)
capacity.
While the proposed transaction does not result in further industry
consolidation, it brings a well-capitalized, highly technologically
and competitive, cost-focused player into the North American sheet
market. Future collaboration of these two companies could advance
both companies' decarbonization efforts and high-strength,
high-grade steel innovations.
S&P said, "We anticipate U.S. Steel will generate EBITDA of $2
billion in 2023, a level that has moderated compared to EBITDA of
almost $4 billion in 2022. We note U.S. Steel's earnings have
demonstrated significant volatility over the last several steel
cycles, with EBITDA turning negative during the troughs of 2015 and
2020. However, going forward, its shrinking integrated footprint,
vertically integrated metallic raw materials and increase in
mini-mill capacity could translate into lesser earnings swings
during market downturns."
The proposed deal highlights the competitive shift ongoing in the
U.S. steel market the past few years. Trade protection policies and
trade case protections have had unusual longevity and successfully
limited low-cost imports coming into the market. Supplier
consolidation and capacity rationalization in recent years resulted
in the four largest steel makers increasing market share. Steel
producers have demonstrated increased supply discipline in the last
three to five years, partly because a few blast furnaces have idled
permanently every downturn. Since the last downturn in 2020, steel
prices averaged about $1,000 per ton, compared to $610 per ton in
the five years following the 2015 downturn.
These factors, further supported by the next wave of anticipated
steel demand, have led to large investments in the sector to build
additional steel capacity and enhance technological capabilities
since 2018. S&P said, "We expect robust steel demand over the next
several years to support industry fundamentals. Steel-intensive
trends like the energy transition, decarbonization, manufacturing
re-shoring, and infrastructure spending will continue to drive
demand. We expect federal legislation such as the Inflation
Reduction Act, the bipartisan Infrastructure Bill and the CHIPs and
Science Act to also increase U.S. domestic steel consumption over
the next several years."
S&P said, "We expect to resolve the CreditWatch placement once the
NSC-U.S. Steel deal is approved through regulatory processes and
expected to close. At that time, we will assess U.S. Steel's
strategic position within the broader NSC group and the potential
for group support from the higher-rated parent to uplift U.S.
Steel's credit rating."
VOYAGER TRAVEL: Unsecured Creditors to Split $142K over 36 Months
-----------------------------------------------------------------
Voyager Travel, Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Plan of Reorganization dated December
12, 2023.
The Debtor is a recognized leader in global educational travel.
Voyager uses its experience to guide teachers and students on
enriching educational student tours throughout Europe, Asia,
Central/South America and the United States.
During the COVID-19 pandemic, the Debtor was forced to cancel all
of its planned tours. Although the Debtor was able to make all of
its customers whole, the Debtor was forced to take on substantial
debt to continue its operations.
The Plan under Chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from the Debtor's current and future
earnings.
This Plan provides for 1 class of priority claims; 1 class of
secured claims; 1 class of general unsecured claims; and 1 class of
equity security holders. Unsecured creditors holding allowed claims
will receive a pro rata distribution of their allowed claim payable
over five years. This Plan also provides for the payment of
administrative and priority claims under the terms to the extent
permitted by the Code or by agreement between the Debtor and the
claimant.
Class 3 consists of General Unsecured Claims. Claimants will be
paid their pro rata share of the Debtor's projected disposable
income of $142,000 in 6 twice-annual payments of $23,667 with
payments commencing on the first day of the second calendar quarter
immediately following the Effective Date of Confirmation and
continuing for a total of six payments. If this quarter starts less
than 30 days after the entry of the Confirmation Order, payment
shall not commence until the third calendar quarter.
In the event that the Class 2 claimant's payment is higher than
$304.01 the total distribution to claimants in this class will be
reduced proportionally (i.e. if the Class 2 claimant's payment is
$504.01 the total distribution in this class will be reduced by
$7,200 or $100 x 36 months.) Furthermore, the total distribution to
this class will also be decreased by any amount over $10,000 which
the Debtor is ultimately required to pay on administrative expense
claims. Promissory notes will be issued to each creditor in this
class with allowed claims to evidence payments, which promissory
notes shall be enforceable in any Court of Competent Jurisdiction.
The amount of the pro rata distribution will be considered final
and binding 30 days after the filing of the Certificate of
Substantial Consummation by the Debtor
Class 4 consists of Equity Security Holders of the Debtor. Equity
will retain ownership in the Debtor post-confirmation. No
distributions will be made to equity until such time as all
payments in Class 3 have been made.
Thomas Barnette will continue to manage the Debtor post
confirmation. The Plan will be funded by the current and future
income earned by the Debtor.
A full-text copy of the Plan of Reorganization dated December 12,
2023 is available at https://urlcurt.com/u?l=HYGa1i from
PacerMonitor.com at no charge.
Attorney for Debtor:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
BUDDY D. FORD, PA
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Telephone: (813) 877-4669
E-mail: Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About Voyager Travel
Voyager Travel, Inc., is a recognized leader in global educational
travel.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-bk-04045) on Sept.
14, 2023. In the petition signed by Thomas E. Barnette, director,
at $500,000 in assets and $1million in liabilities.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's
counsel.
WATER GREMLIN: Seeks to Hire Brown Rudnick LLP as Counsel
---------------------------------------------------------
The official committee of unsecured creditors of Water Gremlin
Company and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Brown Rudnick LLP as
counsel.
The firm's services include:
a. assisting, advising, and representing the Committee in its
meetings, consultations and negotiations with the Debtors and other
parties in interest regarding the administration of these Cases;
b. assisting, advising, and representing the Committee in
understanding its powers and its duties under the Bankruptcy Code
and the Bankruptcy Rules and in performing other services as are in
the interests of those represented by the Committee;
c. assisting with the Committee's review of the Debtors'
Schedules of Assets and Liabilities, Statement of Financial Affairs
and other financial reports prepared by or on behalf of the
Debtors;
d. assisting the Committee's investigation of the acts, conduct,
assets, liabilities, and financial condition of the Debtors and its
affiliates, including certain transactions preceding the bankruptcy
filing and the formation of the Debtors;
e. assisting and advising the Committee regarding the
identification and prosecution of estate claims and causes of
action;
f. assisting and advising the Committee in its review and
analysis of, and negotiations with the Debtors and any
counterparties related to, any potential sale or restructuring
transactions;
g. reviewing and analyzing all applications, motions,
complaints, orders, and other pleadings filed with the Court by the
Debtors or third parties, and advising the Committee as to their
propriety and, after consultation with the Committee, taking any
appropriate action;
h. preparing necessary applications, motions, answers, orders,
reports, and other legal papers on behalf of the Committee, and
pursuing or participating in contested matters and adversary
proceedings as may be necessary or appropriate in furtherance of
the Committee's duties, interest, and objectives;
i. representing the Committee at hearings held before the Court
and communicating with the Committee regarding the issues raised,
and the decisions of the Court;
j. assisting, advising, and representing the Committee in
connection with the review of filed proofs of claim and
reconciliation of or objections to such proofs of claim and any
claims estimation proceedings;
k. advising, negotiating and representing the Committee in their
participation in the negotiation, formulation, and drafting of a
plan of reorganization;
l. advising, negotiating and representing the Committee with
respect to its communications with the general creditor body
regarding significant matters in these Cases;
m. responding to inquiries from individual creditors as to the
status of, and developments in, these Cases;
n. providing such other services to the Committee as may be
necessary in these Cases or any related proceedings; and
o. assisting the Official Committee generally in performing such
other services as may be desirable or required for the discharge of
the Committee's duties pursuant to Bankruptcy Code Section 1103.
The firm will be paid at these rates:
Attorneys $420 to $2,250 per hour
Paraprofessional $425 to $530 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Committee will approve a budget and general
staffing plan in connection with its representation
of the Committee. Additionally, the Brown Rudnick
has provided the Committee with a budget and
general staffing plan for the first interim period.
Jeffrey L. Jonas, Esq., a partner at Brown Rudnick 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:
Jeffrey L. Jonas, Esq.
Gerard T. Cicero, Esq.
Susan Sieger-Grimm, Esq.
BROWN RUDNICK LLP
7 Times Square
New York, NY 10036
Telephone: (212) 209-4800
Facsimile: (212) 209-4801
Email: jjonas@brownrudnick.com
gcicero@brownrudnick.com
ssieger-grimm@brownrudnick.com
About Water Gremlin Company
Water Gremlin Company is the world's technological and market
leader in battery terminals. It was founded in 1949 as a
manufacturer of recreational fishing products. In 1970, the Debtor
expanded to battery terminal production. Water Gremlin uses custom
engineering, design, and automation to deliver consistent quality
solutions for industries like automotive, agriculture, commercial
trucking, marine, telecommunications, recreation, and military and
government operations.
Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of
the filing, Water Gremlin reported $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers,
LLC as investment banker; Riveron RTS, LLC as financial advisor.
Kekst CNC and Padilla provide public relations services to the
Debtors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Brown Rudnick LLP. employ Cole Schotz
P.C. as Delaware counsel. Province, LLC as financial advisor.
WATER GREMLIN: Seeks to Hire Cole Schotz as Delaware Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Water Gremlin
Company and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Cole Schotz P.C. as
Delaware counsel.
The firm's services include:
a. serving as Delaware co-counsel to the Committee;
b. providing legal advice with respect to the Committee's
powers, rights, duties and obligations in the Chapter 11 Cases;
c. assisting and advising the Committee in its consultations
with the Debtors regarding the administration of the Chapter 11
Cases;
d. assisting the Committee in reviewing and negotiating terms
for unsecured creditors with respect to (i) the use of cash
collateral, (ii) any sale of the Debtors' assets, including
negotiating bid procedures and proposed asset purchase agreements,
(iii) the confirmation of a chapter 11 plan and (iv) other requests
for relief which would impact unsecured creditors;
e. investigating the liens asserted by the Debtors' lenders and
any potential causes of action against the Debtors' lenders;
f. advising the Committee on the corporate aspects of the
Debtors' Chapter 11 Cases and any plan(s) or other means to effect
the Debtors' restructuring that may be proposed in connection
therewith and participation in the formulation of any such plan(s)
or means of implementing the restructuring, as necessary;
g. taking all necessary actions to protect and preserve the
estates of the Debtors for the benefit of unsecured creditors,
including the investigation of the acts, conduct, assets,
liabilities and financial condition of the Debtors, the
investigation of the prior operation of the Debtors' businesses and
the investigation and prosecution of estate claims, causes of
action and any other matters relevant to the Chapter 11 Cases;
h. preparing on behalf of the Committee all necessary motions,
applications, complaints, answers, orders, reports, papers and
other pleadings and filings in connection with the Committee's
duties in the Chapter 11 Cases;
i. advising and representing the Committee in hearings and other
judicial proceedings in connection with all necessary motions,
applications, objections and other pleadings and otherwise
protecting the interests of those represented by the Committee;
and
j. performing all other necessary legal services as may be
required and authorized by the Committee that are in the best
interests of unsecured creditors.
The firm will be paid at these rates:
Members $575 to $1475 per hour
Special Counsel $620 to $750 per hour
Associates $375 to $645 per hour
Paralegals $260 to $440 per hour
Litigation Support Specialists $405 to $510 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Cole Schotz expects to develop a prospective budget
and staffing plan to reasonably comply with the U.S. Trustee’s
request for information and additional disclosures, as to which
Cole Schotz reserves all rights.
Norman L. Pernick, Esq., a partner at Cole Schotz 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:
Norman L. Pernick, Esq.
Patrick J. Reilley, Esq.
Cole Schotz P.C.
Wilmington, Delaware
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: (302) 652-3131
Fax: (302) 652-3117
Email: npernick@coleschotz.com
preilley@coleschotz.com
About Water Gremlin Company
Water Gremlin Company is the world's technological and market
leader in battery terminals. It was founded in 1949 as a
manufacturer of recreational fishing products. In 1970, the Debtor
expanded to battery terminal production. Water Gremlin uses custom
engineering, design, and automation to deliver consistent quality
solutions for industries like automotive, agriculture, commercial
trucking, marine, telecommunications, recreation, and military and
government operations.
Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of
the filing, Water Gremlin reported $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers,
LLC as investment banker; Riveron RTS, LLC as financial advisor.
Kekst CNC and Padilla provide public relations services to the
Debtors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Brown Rudnick LLP. employ Cole Schotz
P.C. as Delaware counsel. Province, LLC as financial advisor.
WATER GREMLIN: Seeks to Hire Province LLC as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Water Gremlin
Company and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Province, LLC as
financial advisor.
The firm's services include:
a. becoming familiar with and analyzing the Debtors' DIP budget,
assets and liabilities, and overall financial condition;
b. reviewing financial and operational information furnished by
the Debtors;
c. monitoring the sale process, reviewing bidding procedures,
stalking horse bids, asset purchase agreements, interfacing with
the Debtors' professionals, and advising the Committee regarding
the process;
d. scrutinizing the economic terms of various agreements,
including, but not limited to, the Debtors' KEIP and KERP and
various professional retentions;
e. analyzing the Debtors' proposed business plans and developing
alternative scenarios, if necessary;
f. assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
g. preparing, or reviewing as applicable, avoidance action and
claim analyses;
h. assisting the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, DIP budgets, and
monthly operating reports;
i. advising the Committee on the current state of these chapter
11 cases;
j. advising the Committee in negotiations with the Debtors and
third parties as necessary;
k. if necessary, participating as a witness in hearings before
the Court with respect to matters upon which Province has provided
advice; and
l. providing other activities as are approved by the Committee,
the Committee's counsel, and as agreed to by Province.
The firm will be paid at these rates:
Managing Directors/Principals $860 to $1,350 per hour
Vice Presidents/Directors/
Senior Directors $580 to $950 per hour
Analysts/Associates/Senior Associates $300 to $650 per hour
Other/Para-Professionals $220 to $300 per hour
Effective as of Jan. 1, 2024, the firm is raising its market rates
as follows:
Managing Directors and Principals $870 to $1,450 per hour
Vice Presidents, Directors
and Senior Directors $690 to $950 per hour
Analysts, Associates
' and Senior Associates $370 to $700 per hour
Other / Para-Professional $270 to $410 per hour
Michael Atkinson, a principal of Province, 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:
Michael Atkinson
Province, LLC
2360 Corporate Circle, Suite 340
Henderson, NV 89074
Tel: (702) 685-5555
Email: pnavid@provincefirm.com
About Water Gremlin Company
Water Gremlin Company is the world's technological and market
leader in battery terminals. It was founded in 1949 as a
manufacturer of recreational fishing products. In 1970, the Debtor
expanded to battery terminal production. Water Gremlin uses custom
engineering, design, and automation to deliver consistent quality
solutions for industries like automotive, agriculture, commercial
trucking, marine, telecommunications, recreation, and military and
government operations.
Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of
the filing, Water Gremlin reported $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers,
LLC as investment banker; Riveron RTS, LLC as financial advisor.
Kekst CNC and Padilla provide public relations services to the
Debtors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Brown Rudnick LLP. employ Cole Schotz
P.C. as Delaware counsel. Province, LLC as financial advisor.
WINDOW SELECT: Updates Liquidating Plan Disclosures
---------------------------------------------------
Window Select LLC, submitted a Modified Plan of Liquidation dated
December 12, 2023.
All payments under the Plan are dependent upon liquidation of
assets and recovery of avoidable transfers either as preferential
or fraudulent transfers.
This Plan is being proposed under subchapter V of chapter 11 of the
Code. It proposes to pay creditors of the Debtor from the
liquidation of its assets and the recovery of preferential and
fraudulent transfers by a "Liquidating Trustee" under a
"Liquidating Trust," both of which are defined and addressed later
in this Plan. The Debtor will no longer conduct any business after
confirmation of the Plan.
The Debtor was listed as the owner on the titles of four vehicles
as of the Petition Date. During the chapter 11 case, the Debtor
sought to sell three vehicles for a total sale price of $100,911 to
net approximately $42,000 after secured claims are paid. The
proceeds will be used to reduce the debtor-in-possession financing
with Phoenix. A fourth vehicle, in the possession of Justin
Kiswardy since before the Petition Date, was abandoned so the
secured creditor could realize on its lien. No proceeds for the
Debtor's estate have yet been realized on that vehicle.
Non-priority unsecured creditors holding allowed claims will
receive distributions from the liquidation of assets and collection
of preference and fraudulent transfer avoidance actions. The Debtor
has valued distributions to non-priority claims at approximately 5
cents on the dollar.
The Modified Liquidating Plan does not alter the proposed treatment
for unsecured creditors and the equity holder:
* Class 7 consists of Priority, unsecured claims. All priority
unsecured claims allowed under Section 507(a)(7) of the Code, which
are capped at $3,350, estimated to total $87,992, will be paid from
the sale of assets and collection of preferential transfers and
fraudulent transfers by the Liquidating Trustee under the
Liquidating Trust under the priority applicable under the Code
after payment of the costs of the Liquidating Trust.
* Class 8 consists of NonPriority, unsecured claims. All
non-priority unsecured claims allowed under Section 502 of the
Code, estimated to total $5,208,809 (excluding Phoenix's claim),
will be paid from the sale of assets and collection of preferential
transfers and fraudulent transfers by the Liquidating Trustee under
the Liquidating Trust under the priority applicable under the
Code.
* The equity interest holder shall retain his interest in the
Debtor.
On the Effective Date, all property of the Debtor and causes of
action shall vest in the Liquidating Trust that will be
administered by the Liquidating Trustee. "Causes of action" include
(a) preference, fraudulent transfer and other claims arising under
chapter 5 of the Code that are listed on Exhibit 2 against Justin
Kiswardy, Christi Russell, Matt Kiswardy, Paul Kiswardy and Jacquie
Gabel and (b) the claim against the deposit in Ohio. The
Liquidating Trustee will pay claims in their order of priority
under applicable state law and the Code.
A full-text copy of the Modified Plan dated December 12, 2023 is
available at https://urlcurt.com/u?l=Kz5C2Z from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Jerome R. Kerkman, Esq.
Evan P. Schmit, Esq.
Gregory Schrieber, Esq.
Kerkman & Dunn
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202-3744
Telephone: (414) 277-8200
Facsimile: (414) 277-0100
Email: jkerkman@kerkmandunn.com
About Window Select
Window Select, LLC, is a window installation service provider in
Menomonee Falls, Wis.
Window Select filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 23-20646) on
Feb. 17, 2023, with $100,001 to $500,000 in assets and $1,000,001
to $10 million in liabilities. Andrew Parson, chief executive
officer of Window Select, signed the petition.
Judge G. Michael Halfenger oversees the case.
Jerome R. Kerkman, Esq., at Kerkman & Dunn represents the Debtor as
counsel.
[*] BOOK REVIEW: The Phoenix Effect
-----------------------------------
Nine Revitalizing Strategies No Business Can Do Without
Authors: Carter Pate and Harlann Platt
Publisher: John Wiley & Sons, Inc.
Softcover: 244 Pages
List Price: $27.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/0471062626/internetbankrupt
Think of all the managers of faltering companies who dream of
watching those companies rise from the ashes all around them! With
a record number of companies failing in 2001, and another
record-setting year expected for 2002, there are a lot of ashes
from which to rise these days.
Carter Pate and Harlan Platt highly value strong leadership able to
sharpen a company's focus and show the way to the future. They
believe that all too often, appropriate actions required to improve
organizations are overlooked because upper management either isn't
aware of the seriousness of the issues they face or they don't know
where to turn for accurate information to best address their
concerns. In the Phoenix Effect, the authors present their ideas to
"confront, comprehend, and conquer a company's ills, big and
small."
These ideas are grouped into nine steps: (i) Find out whether the
company needs a tune-up, a turnaround, or crisis management. Locate
the source of "the pain." (ii) Analyze the true scope of the
company's operations. Decide whether to stay in the same
businesses, withdraw from existing businesses, or enter new ones.
(iii) Hold the company to its mission statement. If it strives to
be "the most environmentally friendly." Figure out how. (iv) Manage
scale. Should the company grow, stay the same size, or shrink? (v)
Determine debt obligations and work toward debt relief. (vi) Get
the most from the company's assets. Eliminate superfluous assets
and evaluate underused assets. (vii) Get the most from the
company's employees. Increase output and lower workforce costs.
(viii) Get the most from the company's products. Turn out products
that are developed and marketed to fill actual, current customer
needs. (ix) Produce the product. Search for alternate ways to
create the product: owning or leasing facilities, outsourcing,
etc.
The authors believe that "how you're doing is where you're going."
They assert that the "one fundamental source of life in companies,
as in people, is the capacity for self-renewal, the ability to
excite your team for game after game. to go for broke season after
season." This ability can come from "(g)enetics, charisma, sheer
luck, stock options -- all crucial, yes, but the best renewal
insurance is a leader who always knows exactly how his or her
company is doing."
There are a lot of books written on this topic. Pate and Platt
successfully bridge the gap between overgeneralization and too
detail. They are equally adept at advising on how to go about
determining a business's scope and arguing for Monday rather than
Friday for implementing layoffs. They don't dwell on sappy
motivational techniques. They don't condescend to the reader or
depend too much on folksy vernacular and cliche. Their message is
clear: your company's phoenix, too, can rise from its ashes.
Carter Pate has served on the Board of multiple public companies.
During his two decades as a Partner at PricewaterhouseCoopers, he
held several global leadership positions, including being the
Global Managing Partner of the Advisory Services Practice,
Healthcare Practice and the Government practice. He subsequently
served as the CEO of Providence Service Corporation (revenue $1.5B)
and as the CEO of MV Transportation, one of the largest privately
held transportation companies.
Dr. Harlan D. Platt is a professor of Finance and Insurance at
Northeastern University. He is president of 911RISK, Inc., which
specializes in developing analytical models to predict corporate
distress. He received a Ph.D. from the University of Michigan, and
holds a B.A. degree from Northwestern University.
[*] Two Ervin Cohen Partners Named to Leaders of Influence List
---------------------------------------------------------------
Ervin Cohen & Jessup LLP on Dec. 21 disclosed that Partners Blake
Alsbrook and Rusty Selmont have been named to the Los Angeles
Business Journal's "2023 Leaders of Influence: Thriving in Their
40s." This yearly accolade highlights prominent professionals in
the Los Angeles area who are in their 40s and exhibit continuous
success in both their professional sphere and community
involvement. In the special insert, each recipient is featured with
a concise profile that showcases their career highlights and recent
accomplishments.
Co-Managing Partner Randall Leff adds, "Blake and Rusty's
recognition for this impressive honor is a testament to their
professional excellence and commitment to clients. Their dedication
to the firm, the legal and business communities and to our clients
is a genuine source of inspiration."
Mr. Alsbrook is currently acting as the court appointed receiver in
19 matters pending before the Los Angeles Superior Court, Orange
County Superior Court, San Bernardino Superior Court, San Francisco
Superior Court, and United States District Court for the Central
District of California. For example, he recently acted as court
appointed receiver for over $250 million in real estate empire in
contentious Orange County divorce action and acted as lead counsel
in the largest cannabis receivership in California history. He also
acted as court appointed receiver over $20 million of retail and
multifamily real property in West Los Angeles in a contested
foreclosure proceeding brought by a secured lender.
Mr. Selmont specializes in intellectual property, real estate,
partnership disputes and complex commercial litigation. Selmont
believes that optimal legal decisions are not made in a vacuum. He
makes a point to learn and understand each client's business early
on to ensure that the litigation approach is aligned with and
reinforces the client's overarching goals and needs. His clients
normally approach him to collaborate on customized strategies for
high-stakes business disputes and tactical lawsuit avoidance.
Ervin Cohen & Jessup LLP -- http://www.ecjlaw.com/-- is a
full-service firm that provides a broad range of business-related
legal services including corporate law; litigation; intellectual
property & technology law; real estate transactions and finance;
construction & environmental law; tax planning and controversies;
employment law; health care law; bankruptcy, receivership and
reorganization; and estate planning.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***