/raid1/www/Hosts/bankrupt/TCR_Public/231225.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, December 25, 2023, Vol. 27, No. 358
Headlines
337 6TH AVE: Property Sale Proceeds to Fund Plan Payments
383 VALENCIA: Unsecureds to Get 100 Cents on Dollar in Plan
7614 LLC: Updates Lender Secured Claims Pay Details
ADAR MERRY: Case Summary & Three Unsecured Creditors
AECOM: S&P Upgrades Issuer Credit Rating to 'BB+', Outlook Stable
AEROCISION PARENT: Creditors to Get Proceeds From Liquidation
AMC NETWORKS: S&P Downgrades ICR to 'B+' on Competitive Weaknesses
AMERICARE INC: Case Summary & 15 Unsecured Creditors
ARTERA SERVICES: DoubleLine ISF Marks $2MM Loan at 26% Off
ARTERA SERVICES: DoubleLine OCF Marks $500,000 Loan at 26% Off
ASTRA ACQUISITION: DoubleLine ISF Marks $1.5MM Loan at 24% Off
ATLAS PURCHASER: DoubleLine Yield Marks $2.1MM Loan at 28% Off
AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece
AVEANNA HEALTHCARE: DoubleLine ISF Marks $7.8MM Loan at 34% Off
AVEANNA HEALTHCARE: DoubleLine Yield Marks $2.8MM Loan at 34% Off
BROOKFIELD PROPERTY: S&P Downgrades ICR to 'BB', Outlook Negative
CDNT HOLDINGS: Case Summary & Nine Unsecured Creditors
CDNT INC: Case Summary & Nine Unsecured Creditors
CHIC LLC: Unsecureds Will Get 11.6% of Claims over 5 Years
CHIEF FIRE: Unsecureds to Get Share of GUC in Joint Plan
COMSERO INC: Voluntary Chapter 11 Case Summary
CWT GROUP: S&P Assigns 'CCC+' ICR, Outlook Negative
DELEK LOGISTICS: S&P Affirms 'BB-' ICR, Outlook Stable
DIGITALXMEDIA LLC: Continued Operations to Fund Plan
DIOCESE OF ROCHESTER: Unsecureds to be Paid in Full in Joint Plan
EL DORADO GAS: Voluntary Chapter 11 Case Summary
ELECTRONICS FOR IMAGING: S&P Cuts ICR to 'CCC+', Outlook Negative
EMCORE CORP: Delays 10-K Report, Raises Going Concern Doubt
EXTRUSION GROUP: Amends Unsecured Claims Pay Details
FR BR HOLDINGS: S&P Withdraws 'D' Issuer Credit Rating
GIRARDI & KEESE: Erika Defends Criminal Pursuit of Designer Psaila
GREAT LAKES: S&P Places 'CCC-(sf)' Bond Ratings on Watch Negative
INSIGHT MANAGEMENT: Unsecureds Owed $50K+ to Get 3% in 60 Months
JO-ANN STORES: DoubleLine ISF Marks $715,400 Loan at 66% Off
JO-ANN STORES: DoubleLine Yield Marks $245,000 Loan at 66% Off
KBS REAL ESTATE: Financial Challenges Raise Going Concern Doubt
KENNEDY-WILSON HOLDINGS: S&P Lowers ICR to 'BB-', Outlook Negative
KNIGHT HEALTH: S&P Alters Outlook to Negative, Affirms 'B-' ICR
LASERSHIP INC: DoubleLine ISF Marks $1.025MM Loan at 16% Off
LASERSHIP INC: DoubleLine Yield Marks $345,000 Loan at 16% Off
LERETA LLC: DoubleLine ISF Marks $1.1MM Loan at 18% Off
LERETA LLC: DoubleLine Yield Marks $375,872 Loan at 18% Off
MAISON DRAKE: Unsecureds to Split $42K in Consensual Plan
MASONITE INTERNATIONAL: S&P Places 'BB+' ICR on Watch Negative
MEDASSETS SOFTWARE: DoubleLine ISF Marks $2.2MM Loan at 36% Off
MEDASSETS SOFTWARE: DoubleLine Yield Marks $785,000 Loan at 36% Off
MILE HI TRANSPORTATION: Amends Plan to Include CDOR Tax Claims Pay
MIRAFLORES COMMUNITY: Unsecureds Will Get 100% of Claims in Plan
MISO ROBOTICS: Continued Losses Raise Going Concern Doubt
MLN US HOLDCO: DoubleLine ISF Marks $2.9MM Loan at 89% Off
MOREY MACHINING: Voluntary Chapter 11 Case Summary
MYOMO INC: CEO to Get $350K Base Salary Under Renewed Contract
NABORS GARAGE: Proposes Immaterial Modifications to Plan
NEP GROUP: DoubleLine ISF Marks $905,000 Loan at 20% Off
NOGIN INC: Unsecured Creditors to Get 0% in Joint Plan
PECF USS: DoubleLine ISF Marks $1.8MM Loan at 19% Off
PECF USS: DoubleLine Yield Marks $802,957 Loan at 19% Off
PGT INNOVATIONS: S&P Places 'B+' ICR on CreditWatch Positive
POLYMER EXTRUSION: Seeks to Tap Yip Associates as Financial Advisor
PRETIUM PKG: DoubleLine ISF Marks $1.4MM Loan at 68% Off
PRETIUM PKG: DoubleLine ISF Marks $1.4MM Loan at 68% Off
PRETIUM PKG: DoubleLine Yield Marks $480,000 Loan at 68% Off
PROMETHEUS INNOVATION: Voluntary Chapter 11 Case Summary
PROTERRA INC: Available Cash & Sale Proceeds to Fund Plan
READYMAX INC: Case Summary & 20 Largest Unsecured Creditors
RENTPATH INC: DoubleLine ISF Virtually Writes Off $255,700 Loan
RIVERBED TECHNOLOGY: DoubleLine ISF Marks $1.2MM Loan at 35% Off
RIVERBED TECHNOLOGY: DoubleLine Yield Marks Loan at 35% Off
RUDOLPH GIULIANI: Case Summary and 15 Unsecured Creditors
SOUND INPATIENT: DoubleLine ISF Marks $3.7MM Loan at 83% Off
STREAMLINE HEALTH: Financial Struggles Raise Going Concern Doubt
STRUCTURLAM MASS: Updates Liquidating Plan Disclosures
TICOAT INC: Gets OK to Tap Russell Gary Small as Bankruptcy Counsel
TICOAT INC: Unsecureds Will Get 2.5% of Claims over 60 Months
TMK HAWK: S&P Downgrades ICR to 'CC', Outlook Negative
TRAEGER INC: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
TRAXCELL TECHNOLOGIES: Litigation Proceeds to Fund Plan
UNITED BRANDS: Seeks to Hire ILCT as Special Trademark Counsel
VTV THERAPEUTICS: Receives Another Noncompliance Notice From Nasdaq
WASHINGTON PRIME: S&P Withdraws 'CCC+' LT Issuer Credit Rating
WESTLAKE SURGICAL: Seeks to Tap Stout Capital as Investment Banker
WH INTERMEDIATE: S&P Affirms 'B' ICR, Outlook Stable
WHAT ABOUT US: Seeks to Hire Toni Campbell Parker as Legal Counsel
WWEX UNI: DoubleLine ISF Marks $490,000 Loan at 15% Off
WWEX UNI: DoubleLine Yield Marks $165,000 Loan at 15% Off
*********
337 6TH AVE: Property Sale Proceeds to Fund Plan Payments
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337 6th Ave, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California a Disclosure Statement describing
Chapter 11 Plan dated December 18, 2023.
Debtor is a single member LLC and its member is FMB Consulting LLC.
Debtor owns real estate located at 337 6th Avenue, Venice, CA 90291
("Property").
The property is currently being developed into two single family
dwellings. The estimated value of the property in its current
condition is approximately $4,000,000.00. Once the final permitted
is completed, the property will be worth an estimated
$6,000,000.00.
The case filing was due to delays in completion of construction
primarily caused by issues with the city related to mapping the
property line. Foreclosure proceedings had been commenced by the
secured lender prior to the filing of this case.
Debtor is in the final stages of obtaining city clearances and the
required certificate of occupancy. Once these are obtained, Debtor
intends to sell the real property. Proponent seeks to liquidate its
Property and pay holders of allowed claims.
Class 1 consists of the Secured Claim of Citadel Servicing
Corporation. The treatment of class 1a shall be for Debtor to pay
the secured claim in full through the sale of the Property no later
than 6 months after the effective date.
Class 2 consists of Priority Unsecured Claims. These types of
claims are entitled to priority treatment as follows: the Code
requires that each holder of such a claim receive cash on the
Effective Date equal to the allowed amount of such claim. However,
a class of unsecured priority claim holders may vote to accept
deferred cash payments of a value, as of the Effective Date, equal
to the allowed amount of such claims.
Class 3 consists of General Unsecured Claims. The Franchise Tax
Board has an unsecured claim in the amount of $73.91 which will be
paid in full from the proceeds of the sale of the property.
The Plan will be funded through the sale of the Property.
A full-text copy of the Disclosure Statement dated December 18,
2023 is available at https://urlcurt.com/u?l=Ih3syv from
PacerMonitor.com at no charge.
Attorney for Debtor:
Thomas B. Ure, Esq.
URE LAW FIRM
8280 Florence Avenue, Suite 200
Downey, CA 90240
Tel: (213) 202-6070
Fax: (213) 202-6075
Email: tom@urelawfirm.com
About 337 6th Ave, LLC
337 6th Ave is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
337 6th Ave, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
23-16108) on Sept. 19, 2023. The petition was signed by Ilan Kenig
as authorized signer for Managing Member FMB Consulting, LLC. At
the time of filing, the Debtor estimated $1 million to $10 million
in both assets and liabilities.
Judge Neil W. Bason presides over the case.
Thomas B. Ure, Esq., at URE LAW FIRM, is the Debtor's counsel.
383 VALENCIA: Unsecureds to Get 100 Cents on Dollar in Plan
-----------------------------------------------------------
383 Valencia, Inc, filed with the U.S. Bankruptcy Court for the
Northern District of California a Plan of Reorganization for Small
Business.
The Debtor is a corporation incorporated in the state of California
on June 6, 2019.
Since 2020, Debtor has been in the business of operating a
restaurant in San Francisco, CA known as "Sushi Shio" at 206,
Valencia Street, San Francisco, CA, which has worked hard to
rebound after the tumultuous times resulting from the government
emergency shutdown orders caused by the pandemic.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $290,000.00.
The final Plan payment is expected to be paid by the end of the
fifth year of the effective date, and is based upon revenue
projections showing ability to make $5,600.00 in monthly payments
throughout the term of the Plan.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations and future income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 consists of Non-Priority Unsecured Creditors. This Class
shall be paid in full by equal monthly payment payable in 60
installments without interest after the effective date of the
plan.
Class 4 Equity security holders shall receive distribution only
upon completion of Plan payments.
The Plan will be funded by the continued operations of the Debtor's
restaurant and beer & wine bar, Sushi, Shio.
A full-text copy of the Plan of Reorganization dated December 14,
2023 is available at https://urlcurt.com/u?l=ggIqJx from
PacerMonitor.com at no charge.
About 383 Valencia
383 Valencia Inc. has been in the business of operating a
restaurant in San Francisco, California.
The Debtor 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.
7614 LLC: Updates Lender Secured Claims Pay Details
---------------------------------------------------
Urban Engineering, P.C., Urban Construction & Management, Inc., and
Nizar Khoury submitted an Amended Disclosure Statement in
connection with Chapter 11 Plan of Reorganization dated December
14, 2023.
The Debtor's primary asset is its ownership interest in a vacant
parcel of real property located at 7614 4th Avenue, Brooklyn, New
York and a Judgment against United Korean Church of New York
(together, the "Property").
The Debtor is also the holder of a Judgment against United Korean
Church of New York, the owner of a property adjacent to 7614 4th
Avenue, in the total amount of $2,486,791.95, plus post-judgment
interest thereon from February 22, 2023. The Debtor recently
commenced an adversary proceeding against United Korean Church of
New York with the Bankruptcy Court seeking to enforce the
Judgment.
The Plan contemplates a sale of the Property by the Plan Proponents
inclusive of the Judgment to the highest successful bidder at an
Auction which will be conducted in accordance with the Bid
Procedures. Under the Plan, the Net Sale Proceeds, if any, of any
sale of the Property, together with the Cash amounts, if any, that
may be on hand with the Debtor, will first be applied to the
allowable Liens against the Property (in order of statutory
priority), as provided for under the Plan, with any remaining
amounts used to pay Creditors with Allowed Claims and, thereafter,
to be distributed to Interest Holders with Allowed Interests as
determined by the Bankruptcy Court in connection with the pending
adversary proceeding between the Plan Proponents and the Debtor.
The Auction date and the Bid Procedures will be established by an
Order of the Bankruptcy Court upon a motion to be filed by the Plan
Proponents. The Plan Proponents anticipate that, as a result of the
sale of the Property under the Plan, all Liens against the Property
will be fully satisfied and that the remaining Creditors and
Interest Holders will receive a recovery on their Allowed Claims
and Interests.
The Debtor has filed its own plan of reorganization (the "Debtor's
Plan") and Disclosure Statement. The Debtor's Plan proposes a
90-day period to seek refinancing of the secured debt to be
followed by an auction sale assuming that the refinancing is
unsuccessful. The Debtor has taken no action to seek confirmation
of the Debtor's Plan. Notwithstanding, the Plan Proponents would
oppose any refinancing of the secured debt.
Class 1 consists of the Lender Secured Claim. The Secured Lender
shall be paid the full Allowed Amount of the Lender Secured Claim
on the later of: (i) the Closing Date; or (ii) not later than 5
Business Days after such Claim becomes an Allowed Claim in full
satisfaction, release and discharge thereof. The amount of claim in
this Class total $3,600,000 plus accrued and accruing interest
thereon.
Like in the prior iteration of the Plan, each holder of an Allowed
Class 2 General Unsecured Claim shall be paid a Pro Rata Cash
Distribution of the amounts available on the later of: (i) the
Closing Date; or (ii) not later than 5 Business Days after such
Claim becomes an Allowed Claim, not to exceed payment in full plus
interest at the legal rate, in full satisfaction, release and
discharge thereof.
To the extent that any Net Sale Proceeds and/or Cash on hand with
the Debtor are available after full payment of all Statutory Fees,
Administrative Claims, Priority Tax Claims, the Lender Secured
Claim in Class 1, and General Unsecured Claims in Class 2, each
holder of an Allowed Class 3 Interest shall be paid a Pro Rata Cash
Distribution of the amounts available on the later of (i) the
Effective Date; or (ii) not later than 5 Business Days after such
Claim becomes an Allowed Claim. The Class 3 Interests are impaired
under the Plan.
In furtherance of implementation of the Plan, the Debtor and/or the
Plan Proponents shall consummate the Closing and sale of the
Property. The Bid Procedures for the Property shall be as set forth
in the Order of the Bankruptcy Court approving and establishing
same.
Upon entry of the Confirmation Order and Broker Retention Order,
the Broker shall market the Property for sale for a period of up to
120 days (the "Marketing Period"), which period may be extended for
up to an additional one hundred twenty (120) days (the "Extended
Marketing Period"). It shall be the Broker's duty to seek to obtain
the highest and best price for the Property, taking into account
the ability of proposed purchasers to close on their offers to
purchase the Property.
A full-text copy of the Amended Disclosure Statement dated December
14, 2023 is available at https://urlcurt.com/u?l=PHdlMN from
PacerMonitor.com at no charge.
Counsel to the Plan Proponents:
Douglas J. Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Tel: (212) 695-6000
About 7614 LLC
7614, LLC is a single asset real estate (as defined in 11 U.S.C.
Sec. 101(51B).
The Debtor filed Chapter 11 petition (Bankr. E.D.N.Y. Case No.
22-42336) on Sept. 23, 2022, with $1 million to $10 million in both
assets and liabilities. Tim Ziss, manager and member, signed the
petition.
Judge Nancy Hershey Lord oversees the case.
The Debtor is represented by Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein, LLP.
ADAR MERRY: Case Summary & Three Unsecured Creditors
----------------------------------------------------
Debtor: Adar Merry LLC
2349 E 18th St
Brooklyn, NY 11229
Case No.: 23-74793
Business Description: Adar Merry is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)). The Debtor owns a property
located at 42 Maryland Avenue, Hempstead,
New York valued at $600,000.
Chapter 11 Petition Date: December 22, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Judge: Hon. Alan S. Trust
Debtor's Counsel: Vivian Sobers, Esq.
SOBERS LAW PLLC
11 Broadway Suite 615
New York, NY 10004
Tel: (917) 225-4501
Email: vsobers@soberslaw.com
Total Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Leah Bloom as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/UNDZPWA/Adar_Merry_LLC__nyebke-23-74793__0001.0.pdf?mcid=tGE4TAMA
AECOM: S&P Upgrades Issuer Credit Rating to 'BB+', Outlook Stable
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S&P Global Ratings raised its issuer credit rating on AECOM to
'BB+' from 'BB'.
S&P said, "At the same time, we affirmed our issue-level rating on
the company's secured credit facility of 'BBB-', which is capped
due to the issuer rating. The recovery rating is '1' and indicates
our expectation for very high (90%-100%) recovery in the event of a
payment default. We also raised our issue-level rating on AECOM's
unsecured notes to 'BB' from 'BB-'. Recovery rating is '5' and
indicates our expectation for modest (10%-30%) recovery in the
event of a payment default.
"The stable outlook reflects our expectations for AECOM to show
sound operating performance and strong cash conversion that allow
leverage to remain below 3x. The stable outlook incorporates our
expectation for AECOM's capital allocation to remain prudent and
support discretionary cash flow (DCF) to debt of above 5%."
AECOM's return-focused capital allocation policy will support
stable credit protection measures over the next few years.
AECOM has consistently strengthened its credit metrics. At year-end
2023, S&P Global Ratings adj. debt to EBITDA was 2.9x, down from
above 3x in the prior few years. Lower leverage stems from the
company's earnings growth and strong cash conversion. S&P
anticipates debt to EBITDA will further deleverage organically over
the next couple of years as the company's top line growth and
margin expansion materializes.
At the same time, S&P believes AECOM demonstrates a strong track
record of consistent capital allocation that supports stability of
credit metrics. The company prioritizes organic growth followed by
shareholder rewards, and it expects this will remain unchanged over
the next few years.
S&P said, "As of Sept. 30, 2023, S&P Global Ratings-adjusted FOCF
to debt was 22%, and we expect it will increase to about 25% in
2024, reflecting earnings growth, an efficient working capital
management and low capital expenditure (capex). As a result, we
expect AECOM will distribute the majority of its FOCF to its
shareholders while maintaining DCF to debt above 5%, similar to the
last couple of years.
"We note that 80% of AECOM's debt is fixed rate, swapped, or
capped, which limits the impact of higher interest rates on its
cash flows. We see this as a credit positive and a differentiator
from key peers, not only from a financial impact perspective, but
also from a prudent risk management angle. As such, AECOM's cash
conversion (S&P Global Ratings-adjusted FOCF as a proportion of S&P
Global Ratings-adjusted EBITDA) is one of the strongest across our
rated engineering and construction (E&C) universe at 66% on a fully
adjusted basis."
AECOM is well positioned to benefit from industry tailwinds for
infrastructure spending in the U.S. and in other foreign markets.
AECOM generated $14.38 billion in revenue in 2023, a 9.4% increase
year over year. This robust organic revenue growth was due to
strong demand for the company's design services across end markets.
Net service revenue for the Americas segment grew by 6% and for the
International segment by 11%, for a combined 8% for the full year.
AECOM holds a leading position in transportation, water, and
environment sectors, which at year end contributed 38%, 24%, and
10% of revenue, respectively. S&P said, "We expect these sectors to
experience outsized growth over the next few years due to high
infrastructure spending and energy transition trends in the U.S.
and also in key international markets such as the U.K., the Middle
East, and Australia. We believe AECOM is well positioned to benefit
from the spillover of the Infrastructure Investment and Jobs Act
(IIJA) over the next several years."
As of fiscal year-end 2023, AECOM's awarded backlog was $41.2
billion with $21.4 billion in contracted design, up 12% from a year
before. During 2023, the company met or exceeded earnings
expectations, reflecting a strong win rate of higher-value and
longer duration projects. S&P said, "We believe this provides good
revenue visibility amid the company's track record of revenue
conversion, its market position, and secular trends. We expect
AECOM will achieve revenue growth in the high-single digits in 2024
and mid- to high-single digits in 2025."
Investments in organic growth will enhance profitability measures,
with S&P Global Ratings-adjusted EBITDA margin approaching 8%.
As of fiscal year-end 2023, AECOM's S&P Global Ratings-adjusted
EBITDA margin was 7.1%, down from 7.6% a year before. Lower
adjusted margins reflect the impact of $188 million in
restructuring costs related to real estate optimization and the
exit of certain markets in Southeast Asia. However, AECOM's gross
margins and selling, general, and administrative expenses (SG&A) as
a proportion of revenue improved during the year, reflecting strong
execution and cost savings.
As per the company's reports, operating margins for the Americas
and International segments improved to 18.7% and 9.2%,
respectively. This resulted in a combined segment margin of 14.7%
for the year –- all on track with the company's stated margin
targets. AECOM recently revised its long-term target to 17% or
more. The gap between S&P adj. EBITDA margins and AECOM's results
from the company's revenue and cost recognition, in accordance with
accounting rules, which include pass through revenue from
subcontractors and other direct costs incurred on behalf of
clients. As of Sept. 30, 2023 pass-through revenue was $7.7
billion.
S&P said, "In 2024, we anticipate lower restructuring costs and
identified real estate optimization will result in S&P Global
Ratings-adjusted EBITDA margins in the mid-to-high 7% area. Over
the next few years, we expect profitability will gradually benefit
from investments in organic growth, including automation
initiatives and enterprise capability centers. In addition, we
expect AECOM will increasingly focus on higher-margin services
within program management and advisory, supporting higher margins
as well.
"The stable outlook reflects our expectations for AECOM to show
sound operating performance and strong cash conversion that allows
leverage to remain at 3x or below. The stable outlook incorporates
our expectation that AECOM's capital allocation will remain prudent
and support DCF to debt above 5%."
Although unlikely over the next couple of years, S&P could lower
its ratings on AECOM if:
-- The company adopts more aggressive shareholder rewards or an
acquisitive strategy that would entail higher leverage or drain
cash flows.
-- Debt to EBITDA trends toward 4x and DCF to debt is below 5%.
S&P could raise its ratings on AECOM over the next 12 to 24 months
if:
-- The company executes on its growth strategy and achieves margin
improvement with S&P adj. EBITDA margin trending towards 10%; and,
-- Maintains leverage below 3x and DCF to debt above 5%.
S&P thinks this could occur from an established track record of a
more stringent financial policy with a lower use of debt and
consistent operating results, similar to that of higher rated E&C
peers.
AEROCISION PARENT: Creditors to Get Proceeds From Liquidation
-------------------------------------------------------------
AeroCision Parent, LLC, and its Affiliated Debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a Combined
Disclosure Statement and Joint Chapter 11 Plan of Liquidation dated
December 14, 2023.
The Debtors are part of an organization known as Bromford Group, a
global manufacturing business in the aerospace, defense, and power
generation industry that was founded in the United Kingdom in
1973.
Bromford supplies turbine engine and related components to all
major OEM's (i.e., original equipment manufacturers). In 2016,
Bromford was acquired by a newly-formed company formed on behalf of
Liberty Hall Capital Partners Fund I, L.P., a private equity fund
located in Charleston, South Carolina. Over the next few years,
Bromford expanded from three sites in the United Kingdom to seven
sites across the United Kingdom, United States, and India.
At the direction of the Special Committee, the Debtors commenced
the sale of substantially all of their Assets to maximize the value
of the Estates for the benefit of the Debtors' creditor
constituencies and other stakeholders (the "Sale"). On September
13, 2023, the Debtors filed the Bidding Procedures Motion, seeking
authority to proceed with the sale process, the purpose of which
was to generate maximum value for their Assets (the "Sale
Process"). To facilitate the Sale Process, the Debtors, in
consultation with Jefferies, and their other professional advisors,
proposed the Bidding Procedures to preserve flexibility in the Sale
Process, generate the greatest level of interest in the Debtors'
Assets, and result in the highest or otherwise best value for those
Assets.
At the conclusion of the Auction, the Debtors, in consultation with
the Senior Agent, identified (i) the final bid submitted by
Cadence-Southwick, Inc., with a cash purchase price of $40.2
million for substantially all of the Debtors' Assets plus the
assumption of certain liabilities, as set forth in the Asset
Purchase Agreement, as the successful bid, and (ii) the final bid
submitted by Stalking Horse Bidder, with a cash purchase price of
$40.0 million for substantially all of the Debtors' Assets plus the
assumption of certain liabilities, as more fully set forth in the
Stalking Horse Agreement, as the next-highest bid.
On November 8, 2023, after the Auction concluded, the Bankruptcy
Court held the Sale Hearing wherein counsel to the Debtors
explained the economic terms of the Sale Transaction. The
Bankruptcy Court entered the Sale Order on November 16, 2023,
thereby approving the Sale Documents and the sale to Cadence's
designee, BG Acquisition. The Sale Transaction closed on November
21, 2023 and, in connection with the closing, all amounts owed by
the Debtors to the DIP Lenders in respect of the DIP Facility and
to the Superpriority Lien Lenders under the Superpriority Lien
Credit Agreement were satisfied in Cash in full from the proceeds
of the Sale Transaction. After the applicability of Sale Proceeds,
the balance owed under the First Lien Credit Agreement is
$105,906,013.75 as of the date hereof.
Since the Sale Transaction closed, the Debtors have focused on
transitioning their businesses to BG Acquisition, including
completing the novation process for the assignment of government
contracts in accordance with the TSA, and winding down their
remaining affairs. This Combined Plan and Disclosure Statement
provides for the continuation of that process and for the
administration and distribution of the Wind Down Assets, including
distributions to Holders of Allowed Claims in accordance with the
terms of this Plan and the treatment of Allowed Claims. The Plan
Administrator will effectuate such liquidation and Distributions.
Pursuant to this Combined Disclosure Statement and Plan, and to
comply with the Debtors' obligations under the TSA, Interests in
AeroCision and Interests in Numet will vest in Reorganized
AeroCision Parent. The Plan Administrator shall be the sole
stockholder of Reorganized AeroCision Parent. Each of Reorganized
AeroCision and Reorganized Numet will continue to operate to
satisfy the obligations of the Debtors under the Sale Documents.
Upon termination of the TSA, the Plan Administrator will (i)
liquidate, wind down, and dissolve each of Reorganized AeroCision
and Reorganized Numet under applicable law; (ii) request that each
of AeroCision's and Numet's Chapter 11 Cases be closed; and (iii)
file each of AeroCision's and Numet's final tax returns. After the
termination of the TSA, the Plan Administrator will (i) liquidate,
wind down, and dissolve Reorganized AeroCision Parent under
applicable law; and (ii) file AeroCision Parent's final tax
returns.
Class 4 consists of General Unsecured Claims. In full and final
satisfaction, settlement, discharge, and release thereof, and in
exchange therefor, each Holder of a General Unsecured Claim, which,
for the avoidance of doubt, includes Holders of Second Lien Claims,
shall receive, from time to time following the Effective Date, 10%
of: (a) any available Litigation Proceeds from Preserved Causes of
Action, and (b) any available Wind Down Reversionary Assets, to be
distributed pro rata; provided, however, that the aggregate
recovery to all Holders of General Unsecured Claims in Class 4
shall not exceed $500,000. The allowed unsecured claims total
$31,837,592. This Class is impaired.
This Plan will be implemented by, among other things, the
appointment of the Plan Administrator as the sole officer or
manager of each of the Post-Effective Date Debtors as of the
Effective Date.
On the Effective Date, the AeroCision Assets will vest in, and be
assigned to, Reorganized AeroCision, and the Numet Assets will vest
in, and be assigned to, Reorganized Numet. Each of Reorganized
AeroCision and Reorganized Numet will continue to exist for
purposes of satisfying the Debtors' obligations under the Sale
Documents until termination of the TSA. The operations of each of
Reorganized AeroCision and Reorganized Numet will be overseen by
the Plan Administrator. The costs and expenses incurred by the
Post-Effective Date Debtors shall be funded from the Wind Down
Assets solely to the extent such costs and expenses are not
required to be paid by BG Acquisition pursuant to the TSA or other
Sale Documents.
All consideration necessary to make all monetary payments in
accordance with this Plan shall be obtained from Cash on hand as of
the Effective Date and the Wind Down Assets.
A full-text copy of the Combined Disclosure Statement and Plan
dated December 14, 2023 is available at
https://urlcurt.com/u?l=kT0uDw from Epiq Corporate Restructuring,
LLC, claims agent.
Counsel to the Debtors:
Michael R. Nestor, Esq.
Andrew L. Magaziner, Esq.
Elizabeth S. Justison, Esq.
Shella Borovinskaya, Esq.
Joshua B. Brooks, Esq.
Emily C.S. Jones, Esq.
Young Conaway Stargatt
& Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mnestor@ycst.com
amagaziner@ycst.com
ejustison@ycst.com
sborovinskaya@ycst.com
jbrooks@ycst.com
ejones@ycst.com
About AeroCision Parent
AeroCision Parent, LLC and affiliates are are part of an
organization known as Bromford Group, a global manufacturing
business in the aerospace, defense, and power generation industry
that was founded in the United Kingdom in 1973. Bromford supplies
turbine engine and related components to all major OEM's, including
many of the industry's most prominent manufacturers, like General
Electric Aviation, Pratt & Whitney, and Rolls Royce, among others.
The manufacturers use Bromford's components to manufacture engines
for aircraft and other vehicles.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31, 2023. In
the petition signed by David Nolletti, chief restructuring officer,
the Debtor disclosed up to $500 million in both assets and
liabilities.
Judge Karen B. Owens oversees the case.
Young Conaway Stargatt & Taylor, LLP represents the Debtors as
legal counsel, Riveron Consulting, LLC as restructuring advisor,
Jefferies LLC as investment banker, and Epiq Corporate
Restructuring, LLC as notice, claims, solicitation and balloting
agent and administrative advisor.
AMC NETWORKS: S&P Downgrades ICR to 'B+' on Competitive Weaknesses
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on AMC Networks
Inc. to 'B+' from 'BB-'. At the same time, S&P also lowered its
issue-level rating on the company's secured debt to 'BB' from 'BB+'
and unsecured debt to 'B+' from 'BB-'. The '1' and '4' recovery
ratings remain unchanged respectively.
S&P said, "The stable outlook reflects our expectation that AMC
will generate sufficient cashflow and maintain adequate liquidity
to address its upcoming debt maturity in 2025 and that it will
maintain adjusted leverage between 4.0x and 5.0x over the next 12
months. The outlook also reflects our view that AMC's cost-saving
efforts would help slow down material EBITDA margin erosion amid
secular revenue declines.
"In our view, AMC's dependence on general entertainment cable TV
networks is a key competitive weakness. We believe AMC is more
exposed than many of its media peers to the secular pressures
hurting the U.S. linear television ecosystem due to its niche focus
on general entertainment programming. U.S. pay-TV subscribers are
declining at about 8% annually and AMC experienced linear affiliate
revenue declines in excess of 10% in 2023 because it can't
materially raise its affiliate prices that it charges the pay-TV
distribution partners." This contrasts with many of its peers that
have more diverse content offerings that include sports in addition
to general entertainment content, which can raise affiliate fees.
Additionally, viewership of general entertainment content on linear
TV is declining more than 20% per year, while viewership for sports
is declining modestly or growing for pro and college football. As a
result, advertisers are pulling back from general entertainment
networks and pricing for available inventory is declining. In S&P's
view, this will accelerate as more streamers focus on building out
advertising tiers to capture advertising spend that is leaving
linear television.
The company's streaming services will be insufficient to offset the
losses in its linear business. AMC's streaming strategy is focused
on AMC+ and other niche services which include Acorn TV, Shudder,
Sundance Now, HIDIVE and ALLBLK. Aside from AMC+, which offers
general entertainment from the company's flagship cable channel,
the other services target specific audiences such as fans of
British television or horror. AMC has grown these services over the
past several years both in subscriber count and pricing, driving up
average revenue per subscriber. However, S&P does not believe the
combined streaming services will reach sufficient scale to replace
revenue lost in its linear business. AMC's total subscriber base
for its streaming services was about 11.1 million as of Sept. 30,
2023, which has grown from about 9 million as of Dec. 31, 2021.
S&P said, "We forecast adjusted leverage will be about 4.3x in 2023
and in the low-4x area in 2024 and 2025, while free operating cash
flow (FOCF -to debt improves to about 8% in 2024 and 2025 from
about 5% in 2023. As a result of revising our assessment of AMC's
business risk profile to weak from fair, we no longer net cash
against reported debt when determining its S&P Global
Ratings'-adjusted credit metrics. However, we expect AMC to use its
sizeable cash balance to materially reduce its outstanding debt
over the next two years as maturities come due. We expect AMC will
maintain EBITDA margins of 24%-25% between 2023 and 2025 as annual
amortization expenses gradually decline to match lower overall
content spending over the next 24 months and it continues to
maintain cost discipline across its operations. The lower cash
content spend will lead to favorable working capital dynamics and
better cash flow from operations. We expect the company's reported
FOCF to be about $190 million in 2024 from $125 million in 2023.
"The stable outlook reflects our expectation that AMC will generate
sufficient cash flow and maintain adequate liquidity to address its
upcoming debt maturity in 2025 and maintain adjusted leverage
between 4.0x and 5.0x over the next 12 months. The outlook also
reflects our view that AMC's cost-saving efforts would help
mitigate EBITDA margin erosion amid secular revenue declines."
S&P could lower its issuer credit rating on AMC if the company's
adjusted leverage approaches 5.0x and S&P expects it could stay
there on a sustained basis. This could occur if:
-- AMC losses a carriage agreement with a major MVPD or face
significant affiliate fee price cuts; or
-- The secular rate of cable subscriber declines accelerates
materially beyond S&P's base-case assumptions of about 8% annually,
leading to a steeper decline in both distribution and advertising
revenues.
An upgrade is unlikely in the next 12 months due to the challenging
linear TV operating environment and the operational uncertainty
around AMC's streaming strategy. Any upgrade scenario would
require:
-- Adjusted leverage to decline and remain below 4.0x while FOCF
to debt remains above 10% on a sustained basis; and
-- More stable revenue trends by substantially expanding the scale
of it's over the top (OTT) offerings such that they more than
offset its declining linear business.
Governance factors are a moderately negative consideration in S&P's
credit rating analysis of AMC Networks. While the company is
publicly listed, members of the Dolan family are controlling
owners, and the company has pursued substantial share repurchases
as part of its financial policy.
AMERICARE INC: Case Summary & 15 Unsecured Creditors
----------------------------------------------------
Debtor: Americare, Inc.
DBA Americare Health
2500 W Sahara Ave, Ste 206
Las Vegas, NV 89102
Business Description: Americare manufactures sustainably-sourced
nutrition products, promoting health,
fitness and natural beauty. The Company's
supplements and vitamins come from natural
sources of essential proteins, sourced from
pasture-raised cows in Brazil and New
Zealand and wild-caught fish in Hawaii.
Chapter 11 Petition Date: December 23, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-15688
Judge: Hon. Natalie M. Cox
Debtor's Counsel: Ryan A. Andersen, Esq.
ANDERSEN & BEEDE
3199 E Warm Springs Road Suite 400
Las Vegas, NV 89120
Tel: (702) 522-1992
Email: ryan@aandblaw.com
Total Assets: $111,380
Total Liabilities: $4,333,402
The petition was signed by Mario Gonzalez as president and CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4L2ZSGI/Americare_Inc__nvbke-23-15688__0001.0.pdf?mcid=tGE4TAMA
ARTERA SERVICES: DoubleLine ISF Marks $2MM Loan at 26% Off
----------------------------------------------------------
DoubleLine Income Solutions Fundhas marked its $2,000,000 loan
extended to Artera Services LLC to market at $1,475,000 or 74% of
the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 7.35%, 1.00%
Floor) to Artera Services LLC. The loan accrues interest at a rate
of 12.74% per annum. The loan matures on March 6, 2026.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Artera Services, LLC provides utility line construction services.
The Company offers installation, repair, and maintenance of gas and
electric distribution lines, as well as civil excavation,
feasibility studies, horizontal directional drilling, and pollution
prevention planning services.
ARTERA SERVICES: DoubleLine OCF Marks $500,000 Loan at 26% Off
--------------------------------------------------------------
DoubleLine Opportunistic Credit Fund has marked its $500,000 loan
extended to Artera Services LLC to market at $368,750 or 74% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine OCF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine OCF is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 7.35%, 1.00%
Floor) to Artera Services LLC. The loan accrues interest at a rate
of 12.74% per annum. The loan matures on July 26, 2029.
DoubleLine Opportunistic Credit Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended. The Fund is currently operating as
a diversified fund. DoubleLine OCF was organize as a Massachusetts
business trust on July 22, 2011 and commenced operations on January
27, 2012.
Artera Services, LLC provides utility line construction services.
The Company offers installation, repair, and maintenance of gas and
electric distribution lines, as well as civil excavation,
feasibility studies, horizontal directional drilling, and pollution
prevention planning services.
ASTRA ACQUISITION: DoubleLine ISF Marks $1.5MM Loan at 24% Off
--------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,506,559 loan
extended to Astra Acquisition Corporation to market at $1,138,205
or 76% of the outstanding amount, as of September 30, 2023,
according to a disclosure contained in DoubleLine ISF's Form N-CSR
for the fiscal year ended September 30, 2023, filed with the
Securities and Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan (3 Month Secured Overnight Financing Rate + 5.36%, 0.50%
Floor) to Astra Acquisition Corporation. The loan accrues interest
at a rate of 10.90% per annum. The loan matures on October 25,
2028.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ATLAS PURCHASER: DoubleLine Yield Marks $2.1MM Loan at 28% Off
--------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $2,142,550 loan
extended to Atlas Purchaser, Inc. to market at $1,535,169 or 72% of
the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine Yield's Form N-CSR for the
fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine Yield is a participant in a Senior Secured First Lien
Term Loan (3 Month Secured Overnight Financing Rate + 5.51%, 0.75%
Floor) to Atlas Purchaser, Inc. The loan accrues interest at a rate
of 10.88% per annum. The loan matures on May 8, 2028.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solutions.
AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece
------------------------------------------------------------------
Ault Alliance, Inc. announced that its Board of Directors has
declared a monthly cash dividend of $0.2708333 per share of the
Company's outstanding 13.00% Series D Cumulative Redeemable
Perpetual Preferred Stock. The record date for this dividend is
Dec. 31, 2023, and the payment date is Wednesday, Jan. 10, 2024.
Kenneth S. Cragun, the Company's chief financial officer, stated,
"We are immensely proud to announce the declaration of our monthly
cash dividend for the 19th consecutive month. This achievement
underscores our steadfast commitment to delivering promised value
to our investors. As Ault Alliance continues to navigate through
dynamic markets and pursue strategic growth opportunities, the
trust and support of our investors have been instrumental in our
journey, and we look forward to continuing our shared success."
Link to NYSE quote for the Company's 13.00% Series D Cumulative
Redeemable Perpetual Preferred Stock:
https://www.nyse.com/quote/XASE:AULTpD
About Ault Alliance Inc.
Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly- and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which the Company mines Bitcoin, and provides mission-critical
products that support a diverse range of industries, including
crane services, oil exploration, defense/aerospace, industrial,
automotive, medical/biopharma, consumer electronics, hotel
operations and textiles. In addition, the Company extends credit
to select entrepreneurial businesses through a licensed lending
subsidiary.
Ault Alliance reported a net loss of $189.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $23.04 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$526.91 million in total assets, $336.56 million in total
liabilities, and $190.34 million in total stockholders' equity.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has a working capital
deficiency, has incurred net losses and needs to raise additional
funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
AVEANNA HEALTHCARE: DoubleLine ISF Marks $7.8MM Loan at 34% Off
---------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $7,855,000 loan
extended to Aveanna Healthcare LLC to market at $5,184,300 or 66%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 7.15%, 0.50%
Floor) to Aveanna Healthcare LLC. The loan accrues interest at a
rate of 12.57% per annum. The loan matures on December 10, 2029.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Aveanna Healthcare LLC provides health care services. The Company
offers pediatric skilled nursing, therapy, autism, enteral
nutrition, and adult services.
AVEANNA HEALTHCARE: DoubleLine Yield Marks $2.8MM Loan at 34% Off
-----------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $2,800,000 loan
extended to Aveanna Healthcare LLC, to market at $1,848,000 or 66%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine Yield's Form N-CSR for the
Fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine Yield is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 7.15%, 0.50%
Floor) to Aveanna Healthcare LLC. The loan accrues interest at a
rate of 12.57% per annum. The loan matures on December 10, 2029.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
Aveanna Healthcare LLC provides health care services. The Company
offers pediatric skilled nursing, therapy, autism, enteral
nutrition, and adult services.
BROOKFIELD PROPERTY: S&P Downgrades ICR to 'BB', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered the issuer credit ratings on both
Brookfield Property Partners L.P. (BPY) and Brookfield Properties
Retail (BPR; a core subsidiary within BPY's group structure) to
'BB' from 'BBB-'.
S&P said, "We also lowered the issue-level rating on BPY's
unsecured notes to 'BB-' from 'BB+' and assigned a '5' recovery
rating (rounded estimate: 10%) to the notes.
"In addition, we lowered the issue-level rating on BPR's senior
secured notes to 'B+' from 'BB+' and assigned a '6' recovery rating
(rounded estimate: 5%) to the notes.
"Lastly, we lowered our rating on the company's preferred shares to
'B' from 'BB' to reflect increased subordination risk for
speculative-grade issuers.
"The negative outlook reflects our view that BPY's liquidity could
be pressured by upcoming recourse maturities over the next two
years, while secular headwinds within the office segment could
further deteriorate its operating performance.
"Secular headwinds in the office sector have weakened our
assessment of BPY's business risk. BPY owns one of the largest real
estate portfolios of any rated real estate company, with
approximately $130 billion in total assets. Moreover, we view the
company's high-quality properties and its diversification across
product type and geography favorably."
However, while BPY's retail assets have recovered to pre- pandemic
levels (occupancy was 95.1% as of Sept. 30, 2023), occupancy in the
office portfolio has continued to erode. As of Sept. 30, 2023,
occupancy in the office portfolio slipped to 85.4%, a
year-over-year decrease of 140 basis points and well below
pre-pandemic levels of 93%. S&P acknowledges that within the office
segment, BPY's core properties--64 out of its 131 assets,
representing a majority of office segment net operating income
(NOI)--continue to perform well (95.2% occupancy as of Sept. 30,
2023). The remaining assets (which BPY believes have significant
value-add opportunities through development and leasing activities)
have languished, with occupancy below 80%. Weighted by asset
values, occupancy was 91.1% for BPY's office assets, demonstrating
resilience for premier class 'A' workplaces.
S&P said, "We expect sector headwinds facing commercial office real
estate will generally remain in place over the next several years,
with weaker tenant retention, lower occupancy, and heightened
incentives (through tenant inducements) to attract new tenants. We
expect occupancy at class 'A' properties to be more resilient as
the bifurcation of performance between class 'A' and class 'B'
widens. However, we believe capital expenditures (capex) to attract
new tenants will reduce BPY's future cash flows and operating
metrics will also be slow to recover. As a result, we revised our
business risk assessment on BPY to strong from excellent."
Refinancing risks are rising given BPY's elevated near-term debt
maturities. Excluding extension options, BPY's weighted-average
debt maturity shrunk below three years in recent quarters (to 2.6
years as of Sept. 30, 2023), which we believe poses elevated
risks.
S&P said, "We acknowledge that the vast amount of upcoming debt is
nonrecourse secured debt and most of the maturing debt contains
extension options that BPY can exercise. We believe the company
maintains a solid position with its lenders due to parent
Brookfield Corp.'s (BN; A-/Stable/A-1) scale and platform (BN is a
large owner of real assets with over $140 billion of its own
invested capital, including a 75% ownership in Brookfield Asset
Management [BAM], a global asset manager with $865 billion of
assets under management). Moreover, we think banks are reluctant to
take back any commercial real estate assets secured by loans in the
current market.
"While we believe banks are heavily scrutinizing new commercial
real estate loans, particularly those secured by office properties,
they are generally willing to refinance existing loans. For
example, BPY successfully refinanced over $30 billion in loans
across more than 120 individual transactions in 2023, and we expect
the company to successfully refinance upcoming secured debt. In
many cases, we expect banks to provide extensions on maturing
debt.
"In some cases, particularly when weaker operating fundamentals
(low occupancy or high lease rollover risk) reduce asset values, we
would expect BPY to hand back the asset. As of Sept. 30, 2023, BPY
has suspended approximately 3% of its contractual payments on
nonrecourse mortgage debt. We view this as a portfolio management
exercise by BPY, not a default, but could view it more negatively
if loan defaults became frequent because it would erode our view of
the company's asset quality. We revised our capital structure
modifier score to negative from neutral given BPY's elevated debt
maturities over the next few years."
While BPY's recourse corporate notes and bank loan maturities
(revolving credit facilities and term loans) look manageable in
2024 (approximately $442 million of unsecured notes due in March),
its maturities will increase in 2025 with approximately $2.3
billion of total debt coming due. Lack of progress in addressing
these maturities well ahead of maturity could hinder our view of
the company's liquidity.
S&P said, "BPY's relationship with BN enhances its credit.
Following the privatization of BPY by BN in July 2021, we continue
to view BPY's group status to BN as moderately strategic. We
believe BN would provide financial support to BPY under some
circumstances and could help facilitate future refinancing efforts
including repayment of its March 2024 bond maturity. BPY is BN's
main vehicle for real estate investments and its largest investment
vehicle. This group support provides a one-notch uplift to BPY's
stand-alone credit profile.
"The negative outlook indicates a one in three chance of a
downgrade over the next 12 months. This reflects our view that
upcoming recourse maturities over the next two years could pressure
BPY's liquidity, while secular headwinds within the office segment
could further deteriorate operating performance. We project S&P
Global Ratings-adjusted debt to EBITDA will be maintained in the
15x area in both 2023 and 2024, with fixed-charge coverage (FCC)
sustained at about 1x."
S&P could lower its ratings on BPY by one notch if:
-- BPY fails to refinance its upcoming recourse maturities well in
advance, pressuring our view of the company's liquidity;
-- Its operating performance deteriorates, with occupancy in the
company's core office segment weakening to the low-80% area; or
-- Its key credit metrics weaken further, with FCC declining below
1x or S&P Global Ratings-adjusted debt to EBITDA rising back above
16x.
S&P could revise the outlook back to stable if:
-- BPY bolsters its liquidity, potentially through asset sales,
such that upcoming recourse maturities don't threaten S&P's
liquidity assessment;
-- Its operating performance improves modestly, with a recovery to
office occupancy; and
-- Key credit metrics stabilize or strengthen, with FCC maintained
comfortably above 1.0x.
CDNT HOLDINGS: Case Summary & Nine Unsecured Creditors
------------------------------------------------------
Debtor: CDNT Holdings LLC
150 N. Wacker Drive
Suite 2420
Chicago, IL 60606
Chapter 11 Petition Date: December 23, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 23-17222
Judge: Hon. David D. Cleary
Debtor's Counsel: William J. Factor, Esq.
FACTORLAW
105 W. Madison St., Suite 1500
Chicago, IL 60602
Tel: 312-878-6976
Fax: 847-574-8233
Total Assets as of Dec. 19, 2023: $900,000 (approximate)
Total Liabilities as of Dec. 19, 2023 : $1,426,603 (approximate)
The petition was signed by Robert Handler as chief restructuring
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/5NPY4DI/CDNT_Holdings_LLC__ilnbke-23-17222__0001.0.pdf?mcid=tGE4TAMA
CDNT INC: Case Summary & Nine Unsecured Creditors
-------------------------------------------------
Debtor: CDNT, Inc.
150 N. Wacker Drive
Suite 2420
Chicago, IL 60606
Case No.: 23-17223
Business Description: CDNT is engaged in the business of wholesale
distribution of tape products.
Chapter 11 Petition Date: December 23, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Judge: Hon. David D. Cleary
Debtor's Counsel: William J. Factor, Esq.
FACTORLAW
105 W. Madison St., Suite 1500
Chicago, IL 60602
Tel: 312-878-6976
Fax: 847-574-8233
Total Assets as of Dec. 19, 2023: $900,000 (approximate)
Total Liabilities as of Dec. 19, 2023: $1,520,004 (approximate)
The petition was signed by Robert Handler as chief restructuring
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/KZCSZSI/CDNT_Inc__ilnbke-23-17223__0001.0.pdf?mcid=tGE4TAMA
CHIC LLC: Unsecureds Will Get 11.6% of Claims over 5 Years
----------------------------------------------------------
Chic LLC, filed with the U.S. Bankruptcy Court for the District of
Massachusetts a Chapter 11 Subchapter V Plan of Reorganization
dated December 18, 2023.
The Debtor is a manufacturer of women's apparel, produced under the
trademark Leon Levin. The Leon Levin brand was first trademarked by
Leon Levin in 1931.
Like many businesses in the clothing industry (and other
industries), the Debtor's sales were affected during the COVID
pandemic. In order to keep the business operational during that
time, the Debtor took an Economic Injury Disaster Loan (EIDL) from
the Small Business Administration in the amount of $1.2 million.
The EIDL loan is unsecured. A further recent decline in sales had
made it impossible for the Debtor to repay the EIDL loan and to pay
its secured creditor on its current terms.
The Debtor filed this case primarily to reduce the SBA obligation
and pay it with the Debtor's projected disposable income over the
Plan period, and to restructure the Mountain One debt.
Under the Plan, the secured claim of Mountain One shall be
restructured to a 10-year loan with interest at 7 percent. The
payments to unsecured creditors under the Plan are equal to the
Debtor's projected net disposable income over the course of the
Plan as set forth in the budget (the "Budget"). Such amount will
exceed the liquidation value of the assets. The Debtor anticipates
that such net disposable income will total approximately $160,959,
and result in a distribution to general unsecured creditors of
approximately 11.6 percent.
The Plan contemplates that the Debtor will stay in business and
return to positive cash flow. The Plan constitutes the Debtor's
best efforts to repay creditors. Unsecured creditors would likely
receive nothing if the Debtor were forced to liquidate.
Class 4 is comprised of all holders of Allowed General Unsecured
Claims against the Debtor. Based upon the Debtor's Schedules (since
no proof of claim were filed), the Debtor estimates that there will
be approximately $1,382,400 in Allowed Class 4 Claims (including
the SBA). In full and complete settlement, satisfaction and release
of all Allowed Class 4 Claims, each holder of an Allowed Class 4
Claim shall receive its pro rata share of all of the Debtor's
projected net disposable income over the five-year period following
the Effective Date. Based on the Budget, the Debtor anticipates
such amount to be approximately $160,959.00, and therefore projects
that the total distribution to Class 4 Claimants will be
approximately eleven and 11.6% of the allowed amount of such claim.
Payments on account of Allowed Class 4 Claims shall be made
quarterly, within the first ten days of each quarter, beginning in
the second quarter of 2024. Class 4 is impaired
Charles Godfrey, who is the sole equity interest holder of the
Debtor, shall receive no distribution under the Plan on account of
such interests, but will retain unaltered, the legal, equitable and
contractual rights to which such interests were entitled as of the
Petition Date.
The Plan will be funded from the Debtor's future earnings and
income. Upon the Effective Date, the Debtor is authorized to take
all action permitted by law, including, without limitation, to use
its cash and other assets for all purposes provided for in the Plan
and in its business operations, and to borrow funds and to transfer
funds for any legitimate purpose.
A full-text copy of the Subchapter V Plan dated December 18, 2023
is available at https://urlcurt.com/u?l=fHddpk from
PacerMonitor.com at no charge.
Counsel for the Debtor:
David B. Madoff, Esq.
Steffani M. Pelton, Esq.
MADOFF & KHOURY LLP
124 Washington Street
Foxboro, MA 02035
Telephone: (508) 543-0040
Email: madoff@mandkllp.com
About Chic LLC
Chic LLC manufactures ladies and petites print and solid polo
shirts, cardigan sweaters and stretch twill pants.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-11526) on September
21, 2023. In the petition signed by Charles Godfrey, manager, the
Debtor disclosed $312,454 in assets and $1,670,311 in liabilities.
David B. Madoff, Esq., at Madoff & Khoury LLP, represents the
Debtor as legal counsel. The Debtor tapped Kenneth A Najarian, PC,
CPA as accountant.
CHIEF FIRE: Unsecureds to Get Share of GUC in Joint Plan
--------------------------------------------------------
Chief Fire Prevention Holdings, LLC, et al., filed with the U.S.
Bankruptcy Court for the Northern District of Texas a Joint Plan of
Reorganization dated December 17, 2023.
CF Holdings and CF Intermediate have their principal place of
business in Southlake, Texas. CF Holdings is a Delaware limited
liability company which wholly owns CF Intermediate, a Delaware
corporation.
CF Intermediate in turn wholly owns CF Prevention, a fire
prevention solutions and compliance company providing services to
commercial kitchens in various areas of New York, New Jersey,
Massachusetts and Connecticut. CF Prevention provides cleaning and
maintenance services for kitchen exhaust systems and range hoods,
fire extinguisher maintenance, inspections, installations, fire
safety certifications, and fire suppression piping.
Almost immediately after the November 2019 Sale, in March 2020, CF
Prevention experienced a downturn in sales and operations due, in
part, to the COVID-19 pandemic. CF Prevention's customers, the
commercial kitchens and restaurants, were either closed or had
significantly reduced their own operations during the pandemic.
Less than five months following the closing of the SPA, the Debtors
suffered a liquidity crisis and defaulted on interest payments due
to Capitala under the credit agreement.
At the outset of this case, the Debtors filed a motion to authorize
the Debtors to borrow $2,000,000 in postpetition financing and to
authorize the use of cash collateral of the Term Loan Lender. The
Debtors also filed motions for entry of orders to jointly
administer the cases, pay prepetition employee obligations,
maintain their insurance financing, maintain their cash management
system and obtain additional first-day relief. The Debtors further
expect that the Office of the United States Trustee will promptly
appoint a subchapter V trustee in the Debtor's Chapter 11 Cases.
The feasibility of the Plan is demonstrated by the Projected
Disposable Income provided through the Plan Funding Agreement.
Class 4 consists of all General Unsecured Claims against any
Debtor. In accordance with the Plan Settlement, and except to the
extent that a holder of an Allowed General Unsecured Claim agrees
to less favorable treatment, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for each General Unsecured Claim, each holder of an Allowed Class 4
Claim shall receive its pro rata share of the GUC Recovery.
The GUC Recovery shall be distributed in quarterly installments for
5 years commencing within 30 days of the later of the Bar Date and
the Effective Date to Holders of Allowed General Unsecured Claims
as follows: (i) First: to General Unsecured Creditors of CF
Prevention until paid in full; (ii) Second: to General Unsecured
Creditors of Chief Fire Intermediate, Inc., until paid in full; and
(iii) Third: to General Unsecured Creditors of CF Holdings until
paid in full. Class 4 is entitled to vote to accept or reject the
Plan.
Class 5 consists of all of the Interests in each the Debtors. On
the Effective Date, if the Class 1 Term Loan Lender elects the
Equity Conversion, then all Class 5 Interests shall be cancelled
and Holders of Allowed Class 5 Claims shall not be entitled to any
Distribution. However, if the Class 1 Term Loan Lender does not
elect the Equity Conversion, then all Class 5 Interests shall
remain in place at their prepetition priority and status and be
unimpaired.
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule
9019, and in consideration for the classification, distributions,
releases, and other benefits provided under the Plan (including
Sponsor's agreement to (1) the conversion of funded Secured Claims
into the Equity, (2) provide the Plan Funding, including the
payment of the GUC Recovery, and (3) forgo any administrative claim
for the diminution in value of their prepetition collateral)), upon
the Effective Date, the provisions of the Plan shall constitute a
good faith compromise and settlement of all Claims and Interests
and controversies resolved pursuant to the Plan (collectively, the
"Plan Settlement").
The Reorganized Debtors shall fund Plan Distributions with: (1)
Cash on hand; (2) the proceeds of the Plan Funding Agreement; and
(3) the proceeds of operations.
A full-text copy of the Joint Plan of Reorganization dated December
17, 2023 is available at https://urlcurt.com/u?l=YYf5Yy from
PacerMonitor.com at no charge.
About Chief Fire
Chief Fire is a fire prevention company that offers restaurant
owners a suite of services to accommodate every need associated
with fire prevention. It offers fire suppression services, range
hood cleaning services, and fire extinguisher maintenance.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-43849) on December
17, 2023, with $0 to $50,000 in assets and $1 million to $10
million in liabilities. Dan Meader, manager, and Chris Boyce, chief
executive officer, signed the petitions.
Bryan C. Assink, Esq. of BONDS ELLIS EPPICH SHAFER JONES LLP
represents the Debtors as legal counsel.
COMSERO INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Comsero, Inc.
d/b/a M.C. Squares
d/b/a mcSquares
550 Thornton Pkwy, Unit 208
Thornton, CO 80229
Business Description: The Debtor, a Denver-based start-up,
creates magnetic, dry-erase products as an
alternative to disposable sticky notes.
Chapter 11 Petition Date: December 22, 2023
Court: United States Bankruptcy Court
District of Colorado
Case No.: 23-15959
Judge: Hon. Michael E. Romero
Debtor's Counsel: Keri L. Riley, Esq.
KUTNER BRINEN DICKEY RILEY PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: 303-832-2400
Email: klr@kutnerlaw.com
Total Assets: $906,316
Estimated Liabilities: $3,336,200
The petition was signed by Anthony Franco as CEO.
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/DAF5HEQ/Comsero_Inc__cobke-23-15959__0001.0.pdf?mcid=tGE4TAMA
CWT GROUP: S&P Assigns 'CCC+' ICR, Outlook Negative
---------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issuer credit rating to
Minnetonka, Minn.-based global business travel and meetings
solutions provider, CWT Group LLC (formerly CWT Travel Group Inc.).
S&P is also withdrawing its ratings on CWT Travel Group Inc.
S&P said, "At the same time, we assigned our 'CCC' issue-level and
'5' recovery ratings to its $100 million senior secured second-lien
term loan. Our 'B' issue-level and '1' recovery ratings on the $90
million term loan are unaffected."
The negative outlook reflects the risk that ineffective cost
management by the company amid a flattening recovery to business
travel could limit cash flow over the next 12 months such that its
liquidity position is pressured.
S&P said, "Our 'CCC+' issuer credit rating with negative outlook on
CWT reflects our expectation that the company may not generate cash
flow sufficient to sustain its capital structure. We believe
increased levels of competition, flattening business travel
activity, and macroeconomic uncertainty will continue to pressure
operating performance over the next 12 months. To offset depressed
demand for business travel, the company has been reducing its
expenses in the form of headcount reductions to return to positive
EBITDA levels. However, we also expect CWT will continue to incur
material restructuring charges within the next 12 months to further
reduce its staff and invest in technology, among other costs, which
will partially offset the benefits of the cost savings.
"We believe leverage will likely remain high through our forecast
period. Although the company's recapitalization in November 2023
puts in place a capital structure that offers some flexibility with
lower interest expense, we view the pro forma capital structure as
unsustainable due to the company's still very high leverage and
limited path to deleverage prior to its next debt maturity in
2026."
Contract exits, macroeconomic uncertainty affecting customer
demand, as well as unfavorable regional and product mix types have
pressured year-to-date performance. Furthermore, we do not believe
the company will recover to pre-COVID revenue and EBITDA levels due
to evolving industry dynamics such as a shift to virtual meetings
in lieu of in-person travel. S&P said, "While we expect recent new
business wins and cost savings will improve the company's operating
performance, we believe execution risk related to new management's
ability to turn around the business and accelerate growth remains
high."
Growing payment-in-kind (PIK) liability from new company debt
offsets cash interest savings. As part of the recapitalization, CWT
issued a $100 million senior secured second-lien term loan. While
this provides the company with additional liquidity and financial
flexibility with the ability to preserve cash flows, this will slow
deleveraging because of the high interest rate that accrues,
creating a growing liability. S&P understands a portion of the
company's first-lien term loan interest expense also has a PIK
component. The company will need to grow profits faster than the
accrued interest rate in order to refinance the debt at par at
maturity.
S&P said, "The company has less-than-adequate liquidity in our
opinion due to its negligible cash generation and limited access to
its revolver. We forecast CWT will burn roughly $200 million of
FOCF in 2023 on a reported basis due to underperformance, negative
working capital, restructuring expenses, and one-time transaction
expenses related to the recapitalization. We expect cash interest
savings from its recapitalization and a more effective cost
management will result in positive cash flow in the second half of
2024 so the company generates between $10 million-$20 million FOCF
in full-year 2024. Although the recent liquidity injection will
allow the company to meet its financial commitments over the next
12 months, the company's revolver remains fully drawn pro forma the
transaction. The company had $123 million of cash pro forma for the
transaction as of Sept. 30, 2023. Furthermore, in our view, CWT is
still vulnerable to high execution risk, cash burn, and inability
to absorb high-impact, low-probability events."
The negative outlook reflects the risk that ineffective cost
management by the company amid a flattening recovery to business
travel could limit cash flow over the next 12 months such that its
liquidity position is pressured.
S&P said, "We could lower our rating on CWT if it is ineffective in
implementing its cost reduction programs or if global business
travel conditions worsen relative to our base case such that CWT's
liquidity position deteriorates, or we believe that it would likely
breach its minimum liquidity covenant or enter into a debt
restructuring in the next 12 months.
"Although unlikely over the next 12 months, we could revise our
outlook to stable or raise our rating on CWT if we believe the
company can ramp up and sustain revenue, EBITDA, and positive cash
flow such that it can comfortably cover fixed charges and
significantly reduce leverage."
DELEK LOGISTICS: S&P Affirms 'BB-' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on Delek
Logistics Partners L.P. (DKL). At the same time, S&P affirmed its
'BB-' issue-level rating, with a '4' (35%) recovery rating, on the
partnership's senior unsecured notes.
The stable outlook reflects S&P's expectation that DKL will
maintain adequate liquidity, with adjusted debt to EBITDA around
4.0x in 2023 and 2024.
The partnership's liquidity position supports the stable outlook.
In November 2023, DKL signed an agreement to amend and extend the
maturity of its $300 million term facility (about $289 million
outstanding as of Sept. 30, 2023) to April 15, 2025. The
partnership also increased the size of its RCF, which matures on
Oct. 13, 2027, to $1.05 billion from $900 million. Both facilities
added a clause that the maturities on the term facility and the RCF
will spring to Nov. 15, 2024, if the 6.75%, $250 million senior
notes (due May 15, 2025) are not refinanced before Nov. 14, 2024.
S&P said, "We expect DKL will refinance its 2025 notes in 2024,
such that the springing maturity on the RCF and term loan is not
triggered. If market conditions are not favorable for refinancing,
we believe the partnership has sufficient liquidity and funding
sources to manage the maturity. We forecast about $300 million-$320
million of availability on the $1.05 billion RCF in 2024. DKL also
entered into a new $70 million RCF with parent Delek US Holdings
Inc. in the fourth quarter of 2023. We expect DKL will generate
free operating cash flow of about $210 million-$220 million in
2024.
"We forecast DKL will maintain an adjusted debt-to-EBITDA ratio of
3.5x-4.0x in 2024. We expect the company's EBITDA (S&P Global
Ratings-adjusted) will be about $415 million in 2023, improving to
$410 million-$440 million in 2024. We also expect Delek Logistics
will continue paying a stable distribution and forecast a
distribution coverage ratio of at least 1.1x. We consider the
partnership to be strategically important to Delek US because we
believe the parent could provide support to DKL under many
scenarios, including if it could not access the capital markets or
if it experiences operational or liquidity stress.
"The stable outlook on DKL reflects our expectation of S&P Global
Ratings-adjusted debt-to-EBITDA of about 4x in 2023 and throughout
our forecast period. We expect DKL will maintain adequate
liquidity.
"We could lower our rating on DKL if we expected leverage to be
sustained above 4.5x. If the partnership does not address the
capital structure in the near term, liquidity could deteriorate and
we could take a negative rating action. In addition, if we lowered
our rating on Delek US we could lower our rating on DKL.
"We consider a positive rating action unlikely at present. However,
if we took a positive rating action on parent Delek US and DKL's
credit quality improved, we could take a positive rating action on
the partnership."
Environmental credit factors are a negative consideration in S&P's
credit rating analysis of DKL. As a refined products and feedstock
transportation business, it is indirectly exposed to waste and
pollution. If any of the refineries were offline, it would directly
affect volumes and cash flows. DKL also faces risks associated with
the energy transition, which could pressure volumes.
DIGITALXMEDIA LLC: Continued Operations to Fund Plan
----------------------------------------------------
DigitalXmedia, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Georgia an Amended Plan of Reorganization
dated December 14, 2023.
The Debtor operates a business that provides marketing services to
clients through month-to-month subscriptions. The owners and
operators of the Debtor are Sanarr McLaughlin and Alexis Day.
The Debtor employs Ms. McLaughlin whose duties will involve all
aspects of management of the Debtor, including management of
finances, daily operations, management of independent contracts,
brand marketing, client account management, and business
development. Ms. McLaughlin does not anticipate receiving any
compensation from the Debtor during the Plan. Ms. Day will not be
employed by the Debtor.
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 including any
potential deficiency claims. If the Plan is confirmed under Section
1191(a) of the Bankruptcy Code, the Debtor shall pay the General
Unsecured Creditors in accordance with Section 4.3. The allowed
unsecured claims total $310,196.73.
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, and the holders
of Class 1 Claims are entitled to vote to accept or reject the
Plan.
"Administrative and General Unsecured Creditors Payment" means the
projected disposable income of the Debtor to be received in the
five-year period beginning on the date that the first payment is
due to the General Unsecured Creditors under this Plan, which will
be applied to make payments under the Plan. The Administrative and
General Unsecured Creditors Payment shall be fixed based upon the
amount set forth to this Plan which is approximately $23,013.71.
The Debtor shall pay the Administrative and General Unsecured
Creditors Payment in satisfaction of its obligations to (i)
administrative claims and (ii) Class 1 General Unsecured
Creditors.
Such payments shall be disbursed as follows:
* First, to any allowed administrative expenses until paid in
full. The Debtor anticipates and projects the following
administrative expenses: (1) Rountree Leitman Klein & Geer, LLC as
counsel for the Debtor; (2) Gary Murphey as Subchapter V Trustee;
and (3) Welch Financial Advisors as accountant for the Debtor.
* Upon payment in full of any allowed administrative expenses,
all remaining payments shall be paid to Class 1 General Unsecured
Creditors pro rata.
The source of funds for the payments pursuant to the Plan is the
Debtor's continued business operations and contributions from Ms.
McLaughlin and Ms. Day.
A full-text copy of the Amended Plan dated December 14, 2023 is
available at https://urlcurt.com/u?l=6OOws0 from PacerMonitor.com
at no charge.
Attorneys for 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 DigitalXmedia LLC
DigitalXmedia, LLC operates a business that provides marketing
services to clients through monthto-month subscriptions.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-53526) on April 13,
2023. At the time of filing, the Debtor estimated up to $50,000 in
assets and $100,001 to $500,000 in liabilities.
Judge Paul Baisier oversees the case.
Will B. Geer, Esq., at Rountree Leitman Klein & Geer LLC represents
the Debtor as counsel.
DIOCESE OF ROCHESTER: Unsecureds to be Paid in Full in Joint Plan
-----------------------------------------------------------------
The Diocese of Rochester filed with the U.S. Bankruptcy Court for
the Western District of New York a First Amended Disclosure
Statement in support of First Amended Joint Plan of Reorganization
dated December 18, 2023.
The Diocese was founded on March 3, 1868 and subsequently
incorporated in New York State on March 11, 1887. The Diocese
serves a twelve county region in Western New York and its territory
is coextensive with the counties of Monroe, Wayne, Yates, Ontario,
Cayuga, Seneca, Tompkins, Tioga, Chemung, Schuyler, Livingston, and
Steuben.
Survivors of Abuse are the focal point of the Plan. The tragedy of
the Abuse that was inflicted in the past by certain priests or
others purporting to do the missionary work of the Roman Catholic
Church is impossible to overstate. Instead of fulfilling this
mission, such perpetrators inflicted harm and suffering. The Abuse
is inexcusable. It not only deeply impacted the survivors, but it
also affected the faithful and the community that the Diocese
serves.
Following the enactment of the New York Child Victims Act
(A.2683/S.2440) (the "CVA"), individuals alleging Abuse Claims
began to file lawsuits against the Diocese. The Diocese has limited
insurance and other resources available to compensate Abuse
Claimants. A filing for bankruptcy relief was the only viable means
to preserve and fairly distribute the Diocese's limited resources
among the numerous Abuse Claimants. In order to compensate the
Abuse Claimants, the Diocese and certain primary stakeholders,
including the Committee and the Committee Members who are
represented by State Court Counsel that collectively represent over
70% of all Abuse Claimants in this Chapter 11 Case, entered into a
Restructuring Support Agreement (the "RSA") which forms the basis
for the Plan. Pursuant to the RSA, the Diocese has assembled a Cash
fund that will be used to compensate Abuse Claimants and to fund a
litigation trust to pursue additional insurance recoveries.
The Plan establishes a Trust funded by (i) the DOR Entities' Cash
Contribution in the aggregate amount of $55,000,000; (ii) at least
$71,350,000 in monetary contributions made by Settling Insurers;
and (iii) the assignment to the Trust of certain Insurance Claims
against NonSettling Insurers (the foregoing are, collectively, the
"Trust Assets"). The Trustee will liquidate the Trust Assets and
distribute the proceeds to the Abuse Claimants, pursuant to the
procedures contained in the Allocation Protocol.
The Plan Proponents believe that the Plan provides the best
alternative to compensate Abuse Claimants for their Abuse Claims.
All but one of the insurers has agreed on payment amounts to fund
the Trust. The Trust will be funded in an initial amount of $126.35
million. The lone holdout insurer is CNA, which wholesale denied
approximately 270 of the approximately 300 claims that fall within
its coverage periods. CNA proposed a chapter 11 plan (the "CNA
Plan") that provides for a payment of $75 million by CNA as a
settlement of its liability in the Diocese. The Diocese's other
principal insurers, LMI and Interstate insure approximately 173
sexual abuse claims (consisting of 159 timely and 14 late-filed
claims).
Under the Plan, Abuse Claimants may pursue claims insured by CAN as
Litigation Claimants. The Trust would retain the right to pursue
causes of action of the Diocese against CNA and to settle with CNA.
The Plan also provides that the Diocese and other Protected Parties
will provide Stipulated Judgments to certain Abuse Claimants, which
will then be assigned to the Trust. Enforcement of the Stipulated
Judgments will be prosecuted by the Trust. The Plan Proponents
believe that the tools provided by the Plan to Abuse Claimants and
the Trust will allow the Trust to pursue a favorable settlement
with CNA that fairly values its exposure for Abuse Claims asserted
in this Chapter 11 Case.
The contribution by each was reached as the result of extensive
negotiations regarding, among other things, the extent of liability
faced by each entity, the ability of each entity to pay, and
insurance coverage available for the types of Claims being
satisfied by the trust. In exchange for the contributions to the
Trust, (a) the Diocese and Reorganized Diocese, (b) the Parishes,
(c) the Schools, (d) Other Catholic Organizations, (e) the Settling
Insurers, and (f) each of the foregoing Persons' respective Related
Persons shall be deemed "Protected Parties" entitled to the benefit
of certain releases, exculpation, and inductions. Similarly, in
exchange for their contributions to the Trust, Non-Settling
Insurers that become Settling Insurers, if any, will likewise be
entitled to the benefit of certain releases, exculpation, and
injunctions, all as more specifically set forth in this Disclosure
Statement and the Plan.
The Plan further provides that the holders of Allowed
Administrative Claims, Priority Tax Claims, Non-Tax Priority
Claims, Professional Fee Claims, Secured Claims, Pass-Through
Claims, and General Unsecured Claims will be paid in full, that all
Abuse Claims will be channeled to the Trust, that the Diocese will
be able to restructure its financial affairs, and that the
Reorganized Diocese will be able to continue the mission and
ministry of the Church, which is critical to so many in Western New
York, especially the elderly, poor, incarcerated, and vulnerable,
after confirmation of the Plan. The Reorganized Diocese will also
continue to address the spiritual needs of those who were harmed
and the Catholic community the as a whole.
Class 3 Claims include all General Unsecured Claims. The Diocese
estimates that the Class 3 Claims total approximately $50,000.
Except to the extent the holder of an Allowed General Unsecured
Claim agrees in writing to accept less favorable treatment as
proposed by the Diocese or Reorganized Diocese, the Reorganized
Diocese shall pay each holder of an Allowed General Unsecured
Claim, Cash in two installments each equal to 50% of the Allowed
amount of such General Unsecured Claim with the first payment to
occur on, or as soon as reasonably practicable after the later of
(a) the Effective Date, and (b) the date on which such General
Unsecured Claim becomes an Allowed General Unsecured Claim, and the
second payment to occur on, or as soon as reasonably practicable
after the date that is six months after the date of the first
payment. The payments shall be in full satisfaction, settlement,
and release of, and in exchange for, such Allowed General Unsecured
Claim. The Trust shall not be responsible for payment of General
Unsecured Claims. Class 3 General Unsecured Claims are Impaired.
Class 4 Claims include all asserted and unasserted Abuse Claims.
More than 554 Abuse Claims have been asserted against the Diocese
and the Participating Parties through proofs of claim filed in the
Chapter 11 Case and/or through the commencement of Abuse Actions in
other courts. On the Effective Date and subject to the Plan
provisions, the Trust shall assume liability for all Abuse Claims,
including Adult Abuse Claims and Future Claims, in accordance with
and under the Plan and Trust Documents. Distributions shall be made
to holders of Abuse Claims on a fair and equitable basis, pursuant
to and in accordance with the terms of the Plan and the Trust
Documents.
Class 4 Claimants shall have their Claims treated in accordance
with the Allocation Protocol, provided, that any Claims for
punitive or exemplary damages will be treated as penalty Claims and
will be Disallowed and receive no Distribution under the Plan. The
Allocation Protocol shall provide for the fair and equitable
treatment of all Abuse Claims, including Adult Abuse Claims and
Future Claims. The Allocation Protocol shall specify that any
remainder of the DOR Entities' Cash Contribution after the initial
funding of the Trust Reserve in accordance with the Plan shall be
distributed to holders of Abuse Claims on a fair and equitable
basis as promptly as practicable following the Effective Date, and
that Future Claims shall be entitled to share on a fair and
equitable basis in any other Trust assets.
All Administrative Claims, Priority Tax Claims, Non-Tax Priority
Claims, General Unsecured Claims, and Pass-Through Claims will be
paid by the Diocese or the Reorganized Diocese. All Abuse Claims
will be paid solely from the Trust to be established for the
purpose of receiving, liquidating, and distributing Trust Assets in
accordance with the Plan and the Allocation Protocol.
On or before the Effective Date, the Diocese and the Participating
Parties shall cause the DOR Entities' Cash Contribution to be paid
to the Trust to establish the Trust Reserve, with any balance to be
included in the Abuse Claims Settlement Fund. The Abuse Claims
Settlement Fund may be supplemented from time to time from: (a) any
payment by a Settling Insurer pursuant to an Insurance Settlement
Agreement; (b) any Insurance Claim Proceeds; (c) proceeds of
Litigation Awards; (d) proceeds of Outbound Contribution Claims;
(e) Stipulated Judgment Proceeds; and (f) any other proceeds which
the Trust may obtain pursuant to the terms of the Plan.
A full-text copy of the First Amended Disclosure Statement dated
December 18, 2023 is available at https://urlcurt.com/u?l=DATd6U
from PacerMonitor.com at no charge.
Debtor's Counsel: Stephen A. Donato, Esq.
Charles J. Sullivan, Esq.
Ingrid Palermo, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202-1355
350 Linden Oaks, Third Floor
Rochester, NY 14625
Tel: (315) 218-8000
(585) 362-4700
E-mail: sdonato@bsk.com
csullivan@bsk.com
ipalermo@bsk.com
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the petition,
the diocese was estimated to have $50 million to $100 million in
assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as
the committee's legal counsel and financial advisor, respectively.
EL DORADO GAS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: El Dorado Gas & Oil, Inc.
1261 Pass Road
Gulfport, MS 39501
Chapter 11 Petition Date: December 22, 2023
Court: United States Bankruptcy Court
Southern District of Mississippi
Case No.: 23-51715
Judge: Hon. Katharine M Samson
Debtor's Counsel: Patrick Sheehan, Esq.
SHEEHAN & RAMSEY, PLLC
429 Porter Ave
Ocean Springs, MS 39564
Tel: 228-365-5707
Email: pat@sheehanramsey.com
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $50 million to $100 million
The petition was signed by Thomas L. Swarek 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/OQSTYJI/El_Dorado_Gas__Oil_Inc__mssbke-23-51715__0001.0.pdf?mcid=tGE4TAMA
ELECTRONICS FOR IMAGING: S&P Cuts ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on digital
imaging solutions provider Electronics for Imaging Inc. (EFI) to
'CCC+' from 'B-'. The outlook remains negative.
S&P said, "At the same time, we lowered our issue-level rating on
the company's first-lien term loan to 'CCC+' from 'B-'. The '3'
recovery rating is unchanged, indicating our expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery in a default.
"The negative outlook reflects our expectation that EFI could
continue face headwinds to its credit metrics such that leverage
stays high, and it continues to generate negative FOCF after debt
principal payments that depresses liquidity. We believe if total
liquidity continues to drop, EFI could look to pursue a distressed
debt exchange or repurchase.
"Due to large debt amortization payments on foreign debt borrowed
during the COVID-19 pandemic and higher interest rates, we believe
that as total liquidity decreases, EFI could be susceptible to
refinancing risk or distressed transactions. EFI borrowed debt from
foreign countries during the height of the COVID-19 pandemic. While
that helped provide additional liquidity during the tough
macroeconomic situation caused by the pandemic, EFI now has to make
those debt principal payments. As of Dec. 31, 2022, EFI has
mandatory debt principal of approximately $20.1 million in 2023,
$18.9 million in 2024, and $15.6 million in 2025. EFI is also
currently $35 million drawn on its revolving credit facility that
matures in July 2024 as of third quarter of 2023. We also expect
interest expense to be roughly $20 million higher in 2023 than
2022.
"Given all the headwinds that EFI has faced over the past few
years, it has not been able to improve its total liquidity. We note
that EFI's total liquidity has dropped to about $56 million as of
the third quarter of 2023 from about $87 million in the third
quarter of 2022. Given the large debt amortization payments it has
upcoming over the next three years, we think that liquidity could
become even more constrained by its mandatory debt principal
payments as we project EFI to have limited FOCF generation in 2023
and 2024 due to higher interest expense.
"As total liquidity decreases and mandatory debt obligations loom,
we believe there is a risk that EFI could look to engage in
distressed transactions. If we see an increasing risk of distressed
exchanges or buybacks that result in lenders receiving less than
originally promised, which we could potentially view as a
distressed exchange that would cause us to lower our rating on
EFI."
EFI has continued to see headwinds to its credit metrics due to
tougher macroeconomic environment and slow customer demand such
that leverage has increased and FOCF generation remains negative in
2023. In 2022, EFI's credit metrics were hampered by the
semiconductor supply shortage. It was unable to get all the chips
needed to complete its products such that inventory increased,
topline was hampered, and EFI had to draw on its revolver. This led
to EFI's leverage increasing to the mid-9x area and generating
negative $60 million of FOCF in 2022.
However, while it looks like the semiconductor supply chain
shortage has improved, digital inkjet revenue has slowed because
the tougher macroeconomic environment hampers end-customer demand.
Revenue growth in the first three quarters of 2023 was flat year
over year because its industrial inkjet revenue declined slightly.
EBITDA margins have also weakened on large, one-time restructuring
costs because EFI enacted another cost-savings plan in the third
quarter of 2023. Due to these factors, EFI's leverage has increased
to the mid-11x area for the last twelve months from third quarter
of 2023. Besides the weaker EBITDA generation, the increase in
interest expense has also hurt FOCF generation such that EFI has
generated more than negative $15 million of FOCF generation during
the first three quarters of 2023.
S&P said, "We believe that credit metrics will continue to be weak
for the full year 2023, even as end-customer demand improves in the
fourth quarter of 2023. We project improvement from EBITDA margins
as one-time costs roll off and good top-line growth in fourth
quarter of 2023. Even with better EBITDA generation, we expect EFI
will generate leverage in the low-10x area and more than $5 million
of negative FOCF for year-end 2023.
"While we expect EFI's credit metrics to improve in 2024, if there
are more headwinds that keep credit metrics weaker than expected,
it could face refinancing risk on its revolving credit facility
expiring in July 2024 and first-lien term loan maturing in July
2026. Although we think that EFI will continue to be hampered by a
tougher macroeconomic environment, leading to weak demand, we do
expect EFI's topline to grow between 4% and 7% in 2024. EFI's
EBITDA margins should also improve more than 200 basis points as
one-time restructuring and integration costs roll off in 2024. We
believe the improvement in EBITDA will help drive EFI's leverage to
the mid-7x area in 2024. We believe that the higher interest
expense will continue to offset the improvement in EBITDA such that
FOCF generation will continue to be flat in 2024, falling short of
its $19 million debt amortization requirement. We think any
positive cash flow generation will require meaningful working
capital monetization which we view negatively because working
capital is not a sustainable source of cash flow over the
long-term, and if the company grows its revenue it will likely need
to fund working capital uses. Even though we project EFI to have
credit metrics improvement in 2024, we believe there is risk that a
tougher macroeconomic environment could hamper our expectations.
"The negative outlook reflects our expectation that EFI could
continue face headwinds to its credit metrics such that leverage
stays high, and it continues to generate negative FOCF after debt
principal payments that depresses liquidity. We believe if total
liquidity continues to drop, EFI could look to pursue a distressed
debt exchange or repurchase."
EMCORE CORP: Delays 10-K Report, Raises Going Concern Doubt
-----------------------------------------------------------
EMCORE Corporation disclosed in a Form 12b-25 filed with the
Securities and Exchange Commission that the Company's Annual Report
on Form 10-K for the period ended September 30, 2023, will be
delayed.
In April 2023, EMCORE announced a restructuring program that
included the shutdown of the Company's Broadband business segment
(including the Company's cable TV, wireless, sensing, and chips
product lines) and the discontinuance of its defense
optoelectronics product line. On October 11, (subsequent to
EMCORE's financial year-end), EMCORE entered into an Asset Purchase
Agreement, by and among EMCORE, Photonics Foundries, Inc., and
Ortel LLC, a wholly owned subsidiary of PF, pursuant to which
EMCORE agreed to transfer to the Buyer substantially all of the
assets and liabilities primarily related to EMCORE's cable TV,
wireless, sensing and defense optoelectronics business lines.
As a result of the Restructuring and Transaction and corresponding
adjustments necessary to the financial statements, along with
extended one-time work activity related to asset impairments,
EMCORE said it was unable to complete its consolidated audited
financial statement close process for the twelve-month period ended
September 30, 2023, and therefore unable to compile in a timely
manner, without unreasonable effort or expense, the consolidated
financial information required to prepare its Annual Report on Form
10-K for the year-ended September 30, within the prescribed time
period.
The Company is also in the process of evaluating the effectiveness
of its internal control over financial reporting as of September
30, 2023, as a result of identified internal control deficiencies,
including the determination as to severity, with respect to but not
limited to controls applicable to the Company's balance sheet
classification of assets and liabilities related to insurance
policies under financing agreements, amortization of intellectual
property research and development costs, general information
technology controls and certain system enforced segregation of
duties which must also be evaluated in aggregate amongst other
control deficiencies. The Company does not anticipate that any of
these matters related to the effectiveness of the Company's
internal control over financial reporting will result in any
material misstatements or omissions in previously reported
financial statements.
Although the Company has not completed the Form 10-K, the Company
expects that the financial statements in the Form 10-K will be
substantially consistent with the financial information reported in
the earnings release of the Company filed on December 12, 2023.
Based on currently available information and consistent with its
disclosures in the Company's most recently filed Quarterly Report
on Form 10-Q, management anticipates that the Company will be
disclosing in Form 10-K that the Company's liquidity condition
causes substantial doubt to exist about the Company's ability to
continue as a going concern for at least 12 months from the
expected issuance date of the Form 10-K. The Company expects that
the Form 10-K, along with the audited financial statements for the
fiscal year ended September 30, 2023, will be filed as soon as
possible within the 15-calendar day extension period provided by
Rule 12b-25.
For the fourth quarter of fiscal year 2023, EMCORE's consolidated
revenue was $26.8 million. Net loss was $42.6 million and $2
million on a GAAP and non-GAAP basis, respectively. Adjusted EBITDA
was negative $0.9 million.
"The EMCORE team continued to step up to meet the challenges of
transforming the Company into a pure play Inertial Navigation
business. In 4Q23, Inertial Navigation revenue grew for the sixth
consecutive quarter, producing GAAP and non-GAAP gross margins of
26% and 31%, respectively," said Jeff Rittichier, President and
Chief Executive Officer of EMCORE. "The restructuring plan
announced in April related to our legacy business is complete, the
sale of non-strategic product lines closed in October, and a
non-binding letter of intent (LOI) secured by a deposit has been
signed for the sale of our indium phosphide wafer fabrication
assets. We anticipate that this transaction will close by the end
of the calendar year. Going forward, we expect to leverage our
streamlined operating model and top line growth to deliver greater
shareholder value."
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/3cm8jy7t
About EMCORE
EMCORE Corporation is a provider of inertial navigation products
for the aerospace and defense markets. We leverage industry-leading
Photonic Integrated Chip (PIC), Quartz MEMS, and Lithium Niobate
chip-level technology to deliver state-of-the-art component and
system-level products across our end-market applications. EMCORE
has vertically-integrated manufacturing capability at its
facilities in Alhambra, CA, Budd Lake, NJ, Concord, CA, and Tinley
Park, IL. Our manufacturing facilities all maintain ISO 9001
quality management certification, and we are AS9100 aerospace
quality certified at our facilities in Alhambra, Budd Lake, and
Concord.
As of September 30, 2023, the Company has $142.86 million in total
assets and $63.62 million in total liabilities.
EXTRUSION GROUP: Amends Unsecured Claims Pay Details
----------------------------------------------------
Extrusion Group, LLC and its affiliates submitted an Amended
Disclosure Statement for Amended Joint Chapter 11 Plan dated
December 14, 2023.
The Debtors are working to close a deal with a prospective
purchaser who intends to purchase a machine from Extrusion Group
once the purchaser has obtained the appropriate financing. The sale
of this machine will provide the funds for distributions to
creditors under the Plan.
The Debtors believe that substantive consolidation as proposed in
the Plan is not only appropriate under the facts and circumstances
of these Chapter 11 Cases, but it is in the best interests of all
Holders of Allowed Claims in the Consolidated Debtor.
Specifically, on and after the Effective Date, (a) all assets and
liabilities of the Debtors comprising the Consolidated Debtor shall
be treated as though they were pooled solely for purposes of voting
on, Confirmation of and Distributions under the Plan, (b) no
Distribution shall be made under the Plan on account of any
Intercompany Claim held by any one of the Debtors comprising the
Consolidated Debtor against any of the other Debtors within the
Consolidated Debtor, (c) no Distribution shall be made under the
Plan on account of any Interest held by any Debtor comprising the
Consolidated Debtor in any other Debtor within the Consolidated
Debtor and (d) every Claim filed or to be filed in the Chapter 11
Case of any Debtor comprising the Consolidated Debtor shall be
deemed filed against the Consolidated Debtor and shall be one Claim
against and one obligation of the Consolidated Debtor.
Class 2 consists of all general unsecured claims against the
Debtors and shall be paid as follows:
* On or before the 15th month following the Effective Date of
the Plan, the Debtors shall pay Class 2 general unsecured claims
pro rata $1,225,000.00.
* Beginning 18 months and ending 36 months following the
Effective Date, should the Debtors' cash balance exceed
$2,500,000.00 at the end of any calendar month, and such cash
balance is not required for the implementation or completion of any
projects or accrued for and/or required for the payment of taxes,
as determined by the Debtors subject to the approval of Barnes &
Thornburg, LLP, the Debtors shall pay Class 2 general unsecured
creditors pro rata up to $600,000.00 in the aggregate. In the event
the Debtors and Barnes & Thornburg, LLP cannot agree on the
necessity of the amounts required for the implementation or
completion of any projects or accrued for and/or required for the
payment of taxes, the Bankruptcy Court shall retain jurisdiction to
hear the issue. In the event the Bankruptcy Court must decide the
issue of the necessity of the amounts required for the
implementation or completion of any project or accrued for and/or
required for the payment of taxes, the party who does not prevail
shall be responsible for the prevailing party's attorney's fees.
* Beginning 18 months after the Effective Date and ending the
sooner of (i) 36 months after the Effective Date and (ii) payment
of the $600,000 in the aggregate in accordance with (ii) Debtors
shall make quarterly financial reports, evidencing the income and
expenses of the Debtors and the Debtors' cash balance, available to
Class 2 general unsecured claimants.
* The Debtors shall operate in the ordinary course of business
and shall not incur any abnormal expenses during the 36 months
following the Effective Date or before the payment of the $600,000
in the aggregate in accordance with (ii) whichever is sooner.
Class 3 consists of Equity Security Holders of Debtors. The
Reorganized Debtors shall not make any distributions or pay any
dividends related to any Equity Interests unless and until all
distributions related to all Allowed Claims in Class 1 and 2 have
been made in full.
Specifically, holders of Equity Interests in Class 3 shall not
receive any equity distributions in the first 36 months following
the Effective Date of the Plan unless and until the Debtors have
paid the $600,000 to Class 2 general unsecured claimants referenced
in Class 2, section (ii), above. The restriction in this provision
shall not apply to the salaries paid in the ordinary course of
business as compensation for services rendered to the Debtors.
Holders of Equity Interests in the Debtors will retain those
interests.
The source of funds for payments pursuant to the Plan will be the
profits of the Reorganized Debtors' business operations. The Plan
provides that Debtors shall act as the Disbursing Agent to make
payments under the Plan unless Debtors appoint some other entity to
do so.
A full-text copy of the Amended Disclosure Statement dated December
14, 2023 is available at https://urlcurt.com/u?l=TS6vIA from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
William A. Rountree, Esq.
Benjamin R. Keck, Esq.
Taner N. Thurman, Esq.
Rountree Leitman & Klein, LLC
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Email: wrountree@rlklawfirm.com
bkeck@rlklawfirm.com
tthurman@rlklawfirm.com
About Extrusion Group
Alpharetta, Ga.-based Extrusion Group, LLC and its affiliates filed
voluntary petitions for Chapter 11 protection (Bankr. N.D. Ga. Lead
Case No. 21-21053) on Oct. 5, 2021. In the petition signed by its
chief executive officer, Micheal T. Houston, Extrusion Group listed
up to $100,000 in assets and up to $10 million in liabilities.
Judge James R. Sacca oversees the cases.
Rountree Leitman & Klein, LLC and Foley & Lardner, LLP serve as the
Debtors' bankruptcy counsel and special counsel, respectively.
FR BR HOLDINGS: S&P Withdraws 'D' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings withdrew its 'D' issuer credit rating and 'D'
issue-level rating on FR BR Holdings LLC because of a lack of
sufficient information to maintain the rating.
GIRARDI & KEESE: Erika Defends Criminal Pursuit of Designer Psaila
------------------------------------------------------------------
Maia Spoto of Bloomberg Law reports that claims from singer and
actress Erika Jayne that she had reason to seek prosecution of her
costume designer for alleged credit card fraud were met in court
Monday, Dec. 18, 2023, by an initially skeptical federal judge, who
appeared to soften on a motion to strike the designer's suit
against her.
The case for Jayne, the ex-wife of disbarred and disgraced
plaintiffs attorney Thomas Girardi, likely hinges on a message from
designer Christopher Psaila in December 2016: "OK that is very
wrong, WTF is going on!?"
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese.
It served clients in California in a variety of legal areas. It
was known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter
7 trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
GREAT LAKES: S&P Places 'CCC-(sf)' Bond Ratings on Watch Negative
-----------------------------------------------------------------
S&P Global Ratings placed its 'CCC-(sf)' long-term ratings on the
Arizona Industrial Development Authority's series 2019A, 2019B, and
2019C senior living revenue bonds (Great Lakes Senior Living
Communities LLC Project [GLSLC LLC]) on CreditWatch with negative
implications.
"The CreditWatch placement reflects the potential for a shortfall
in funds available for debt service on the Jan. 1, 2024, principal
and interest payment date, according to a disclosure on Electronic
Municipal Market Access, which could prompt a second consecutive
draw on transaction debt service reserve funds and other reserves
to make full and timely payment or result in a payment default if
reserves are insufficient," said S&P Global Ratings credit analyst
Daniel Pulter. "Either of these scenarios could result in a
negative rating action on the bonds, with a payment default
resulting in a lowering of the ratings to 'D'," Mr. Pulter added.
The series 2019 bonds are special limited obligations of the
issuer, payable by the issuer solely from, and secured exclusively
by, the trust estate and not from any other fund or source of the
issuer. GLSLC LLC, as borrower, agreed to pay all project revenues
to the trustee for deposit in the revenue fund and application in
accordance with the trust indenture.
The 2019 issuance consists of five tranches of debt, with the
fourth and fifth tranches unrated. Proceeds of the original bonds,
with a total par amount of $380.2 million, were used by the
borrower to acquire eight senior living facilities across Michigan
and Ohio, consisting of 1,254 rental independent-living,
assisted-living, and memory care units. Proceeds of the bonds also
funded debt service reserve funds (DSRFs) for the series B and C
bonds. As of fiscal year-end Dec. 31, 2022, $376.2 million in
series 2019 bonds remained outstanding, along with an additional
$19.5 million in fourth- and fifth-tier parity bonds issued in 2021
to address project capital expenditure needs.
S&P said, "The ratings reflect our view that a default, distressed
exchange, or redemption appears to be inevitable within six months,
absent unanticipated significantly favorable changes in the
project's circumstances. All three series of bonds are rated
'CCC-', with no differentiation for subordination due to a
structural feature, outlined in transaction documents, stating that
proceeds from a foreclosure must be applied to the payment of the
principal and interest due and unpaid on all series of bonds
outstanding, regardless of lien priority."
INSIGHT MANAGEMENT: Unsecureds Owed $50K+ to Get 3% in 60 Months
----------------------------------------------------------------
Insight Management Group Incorporated filed with the U.S.
Bankruptcy Court for the District of Puerto Rico a Small Business
Disclosure Statement describing Plan of Reorganization dated
December 18, 2023.
The Debtor is dedicated to the health care business, specifically
radiological and imaging services to patients referred for
diagnostics. The Debtor operates in two locations, Canovanas and
Luquillo.
The Debtor had to seek emergency relief in bankruptcy for the
combination of factors: the disconnection of the electricity
services provided by Luma Energy, the passage of Hurricanes Irma
and Maria, which forced the closing of the Canovanas and Aguadilla
(which has been closed) facilities for several months.
In addition, during 2017, the facilities were forced to close due
to the aftermath of Hurricane Maria. In addition, during 2018, the
MRI machine located at the Canovanas facility was inoperative for
almost a year, creating a significant business interruption.
Afterward, in 2020, the Covid-19 pandemic affected Debtor's
operations for considerable time. Finally, the Debtor had to incur
in expenses for relocating the Luquillo facility during the years
2020-2021. Such reduction and interruption of business led to the
accumulation of arrears with creditors, which ultimately caused the
insolvency being addressed in this proceeding.
Upon the filing of the instant bankruptcy petition, Debtor has
executed various measures and adjustments to its operations to
maximize and properly reorganize its business affairs. Furthermore,
the Debtor has aggressively engaged efforts to expand its client
base and achieve a significant growth.
Class 4 consists of the allowed unsecured claims scheduled or filed
by any governmental unit. Debtor's plan proposes a monthly cash
dividend of $776.68 for 60 months beginning on the effective date.
Based on the current allowed amounts, each claimholder in this
class will receive approximately 3% of the allowed amount of their
claim.
Class 5 consists of the allowed unsecured claims under or equal to
$50,000.00. Each claim holder under this class will receive pro
rata distributions, as per the allowed amounts. Debtor's plan
proposes a significant lump sum payment of $5,046.00 on the
effective date. Based on the current allowed amounts, each
claimholder in this class will receive approximately 2% of the
allowed amount of their claim.
Class 6 consists of the allowed unsecured claims over $50,001.00.
Each claim holder under this class will receive pro-rata
distributions, as per the allowed amounts. Debtor's plan proposes a
monthly cash dividend of $208.68 for 60 months beginning on the
effective date. Based on the current allowed amounts, each
claimholder in this class will receive approximately 3% of the
allowed amount of their claim.
Class 7 consists of Debtor's insiders and equity security holders,
Debtor's shareholders, will not receive any distribution under this
Class, but will retain their ownership interest over the
corporation.
The Plan will be implemented as required under Section 1123(a)(5)
of the Bankruptcy Code with the continued operation of Debtor's
endeavors and business growth.
A full-text copy of the Disclosure Statement dated December 18,
2023 is available at https://urlcurt.com/u?l=jjX4ik from
PacerMonitor.com at no charge.
Debtor's Counsel:
Javier Vilarino, Esq.
Vilarino & Associates, LLC
P.O. Box 9022515
San Juan, PR 00902-2515
Tel: (787) 565-9894
Email: jvilarino@vilarinolaw.com
About Insight Management Group
Insight Management Group Incorporated provides specialized services
in radiology in Canovanas, P.R.
Insight Management Group filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No.
23-00506) on Feb. 22, 2023, with $500,000 to $1 million in assets
and $10 million to $50 million in liabilities. Jose A. Romero
Cruz, president of Insight Management Group, signed the petition.
Judge Maria De Los Angeles Gonzalez presides over the case.
Javier Vilarino, Esq., at Vilarino & Associates, LLC, and Dage
Consulting CPA's, PSC, serve as the Debtor's legal counsel and
financial advisor, respectively.
JO-ANN STORES: DoubleLine ISF Marks $715,400 Loan at 66% Off
------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $715,400 loan
extended to Jo-Ann Stores LLC to market at $239,659 or 34% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan (3 Month Secured Overnight Financing Rate + 5.01%, 0.75%
Floor) to Jo-Ann Stores LLC. The loan accrues interest at a rate of
10.36% per annum. The loan matures on July 7, 2028.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Jo-Ann Stores, LLC retails fabric and craft products. The Company
offers apparel, home decorating fabrics, notions, seasonal
accessories, floral, and framing products.
JO-ANN STORES: DoubleLine Yield Marks $245,000 Loan at 66% Off
--------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $245,000 loan
extended to Jo-Ann Stores LLC to market at $82,075 or 34% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine Yield's Form N-CSR for the
Fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine Yield is a participant in a Senior Secured First Lien
Term Loan (3 Month Secured Overnight Financing Rate + 5.01%, 0.75%
Floor) to Jo-Ann Stores LLC. The loan accrues interest at a rate of
10.36% per annum. The loan matures on July 7, 2028.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
Jo-Ann Stores, LLC retails fabric and craft products. The Company
offers apparel, home decorating fabrics, notions, seasonal
accessories, floral, and framing products.
KBS REAL ESTATE: Financial Challenges Raise Going Concern Doubt
---------------------------------------------------------------
KBS Real Estate Investment Trust III disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that there
is substantial doubt about its ability to continue as a going
concern for at least 12 months from November 14, 2023.
KBS said the ongoing challenges affecting the U.S. commercial real
estate industry, especially as it pertains to commercial office
buildings, continues to be one of the most significant risks and
uncertainties the Company faces. The combination of the continued
economic slowdown, rising interest rates and significant inflation
(or the perception that any of these events may continue), as well
as a lack of lending activity in the debt markets, have contributed
to considerable weakness in the commercial real estate markets.
There can be no assurance as to when the markets will stabilize.
Upcoming and recent tenant lease expirations and leasing challenges
in certain markets amidst the aforementioned headwinds coupled with
slower than expected return-to-office, most notably in the San
Francisco Bay Area where the Company owns several assets, have had
direct and material impacts on the Company's ability to access
certain credit facilities and on the Company's ongoing cash flow.
Additionally, due to disruptions in the financial markets, it is
becoming increasingly difficult to refinance maturing debt
obligations as lenders are hesitant to make new loans in the
current market environment with so many uncertainties surrounding
asset valuations, especially in the office real estate market.
The Company has $1.7 billion of loan maturities in the next 12
months. Considering the current commercial real estate lending
environment, this raises substantial doubt as to the Company's
ability to continue as a going concern for at least a year from
November 14, 2023. Certain of the Company's loans have additional
extension options; however, these extensions are subject to certain
terms and conditions contained in the loan documents some of which
are more stringent than the Company's current loan compliance
tests, including loan-to-value, debt service coverage or other
requirements. As a result, in order to qualify for certain loan
extensions, the Company will likely be required to reduce the loan
commitment by a substantial amount and/or make paydowns on certain
loans. Due to this potential reduction in loan commitment and
ongoing capital expenditure needs in the Company's real estate
portfolio, the Company will likely seek to refinance or restructure
certain debt instruments, may need to evaluate selling equity
securities and/or may be required to sell certain assets into a
challenged real estate market in an effort to manage its liquidity
needs.
The Company said selling real estate assets in the current market
would likely impact the ultimate sale price. The Company also may
defer noncontractual expenditures or further suspend or cease
distributions and redemptions. Additionally, the Company
anticipates it may relinquish ownership of one or more secured
properties to the mortgage lender. There can be no assurances as to
the certainty or timing of management's plans, as certain elements
of management's plans are outside the control of the Company,
including its ability to sell assets or successfully refinance or
restructure certain of its debt instruments. As a result of the
Company's upcoming loan maturities, the challenging commercial real
estate lending environment, the current interest rate environment,
leasing challenges in certain markets where the Company owns
properties and the lack of transaction volume in the U.S. office
market as well as general market instability, management's plans
cannot be considered probable and thus do not alleviate substantial
doubt about the Company's ability to continue as a going concern.
Continued increases in interest rates, reductions in real estate
values and future tenant turnover in the portfolio will have a
further impact on the Company's ability to meet loan compliance
tests and may further reduce the Company's available liquidity
under the Company's loan agreements, and continued disruptions in
the financial markets and economic uncertainty could adversely
affect the Company's ability to implement its business strategy and
continue as a going concern. Further, potential changes in customer
behavior, such as continued work-from-home arrangements, which
increased as a result of the COVID-19 pandemic, could materially
and negatively impact the future demand for office space, adversely
impacting the Company's operations.
The Company's estimated value per share does not reflect a discount
for the fact that the Company is externally managed, nor does it
reflect a real estate portfolio premium/discount versus the sum of
the individual property values. The Company's estimated value per
share does not take into account estimated disposition costs and
fees for real estate properties that are not under contract to
sell, debt prepayment penalties that could apply upon the
prepayment of certain of the Company's debt obligations, the impact
of restrictions on the assumption of debt or swap breakage fees
that may be incurred upon the termination of certain of the
Company's swaps prior to expiration. The Company has generally
incurred disposition costs and fees related to the sale of each
real estate property since inception of 0.8% to 2.9% of the gross
sales price less concessions and credits, with the weighted average
being approximately 1.5%. The estimated value per share does not
take into consideration any financing and refinancing costs
subsequent to December 12, 2023. The Company currently expects to
utilize an independent valuation firm to update its estimated value
per share no later than December 2024.
The Company reported a net loss of $23.12 million for the three
months ended September 30, 2023, compared to a net loss of $15.50
million for the same period in 2022.
Full-text copies of the Form 8-K and Form 10-Q for the quarterly
period ended September 30, 2023, are available at:
http://tinyurl.com/mp7mtw6n&
http://tinyurl.com/kw48pd5a
Real Estate Valuation
As of September 30, 2023, the Company owned 17 real estate
properties (consisting of 16 office properties and one mixed-use
office/retail property). Kroll LLC appraised each of the Company's
real estate properties, with the exception of (i) the McEwen
Building, an office property that was being marketed for sale and
was valued at its estimated sale price based on offers received,
and (ii) 201 Spear Street, which valuation was based on the current
indicators of market value as well as an internal analysis
performed by KBS Capital Advisors LLC, the Company's external
advisor. Kroll appraised each of the Appraised Properties using
various methodologies including the direct capitalization approach,
discounted cash flow analyses and sales comparison approach and
relied primarily on a discounted cash flow analyses for the final
appraisal of each of the Appraised Properties. Kroll calculated the
discounted cash flow value of each of the Appraised Properties
using property-level cash flow estimates, terminal capitalization
rates and discount rates that fall within ranges it believes would
be used by similar investors to value the Appraised Properties,
based on recent comparable market transactions adjusted for unique
properties and market-specific factors.
The Company's 17 real estate properties were acquired for a total
purchase price of $2.1 billion, including $30.4 million of
acquisition fees and acquisition expenses, and as of September 30,
2023, the Company had invested $815.5 million in capital expenses
and tenant improvements in these properties. The total appraised
value of the Appraised Properties as of September 30, 2023 was $2.3
billion. Based on the appraisal and valuation methodologies, the
estimated value of the Company's 17 real estate properties,
including the estimated values for the McEwen Building and 201
Spear Street, used in the December 12, 2023 estimated value per
share was $2.4 billion which, when compared to the total purchase
price plus subsequent capital improvements through September 30,
2023 of $3.0 billion, results in an overall decrease in the
estimated value of these properties of approximately 17.5%.
Estimated Value Per Share
On December 12, 2023, the Company's board of directors approved an
estimated value per share of the Company's common stock of $5.60
based on the estimated value of the Company's assets less the
estimated value of the Company’s liabilities, or net asset value,
divided by the number of shares outstanding, all as of September
30, 2023, with the exception of adjustments to the Company’s net
asset value to give effect to (i) the change in the estimated value
of the Company's investment in units of Prime US REIT (SGX-ST
Ticker: OXMU) as of November 15, 2023 and (ii) the estimated sale
price based on offers received for one property that was being
marketed for sale. Other than these adjustments, there have been no
material changes between September 30, 2023 and the date of this
filing to the net values of the Company's assets and liabilities
that impacted the overall estimated value per share. The Company
provided an estimated value per share to assist broker-dealers that
participated in the Company's now-terminated initial public
offering in meeting their customer account statement reporting
obligations under Financial Industry Regulatory Authority Rule
2231. This valuation was performed in accordance with the
provisions of and also to comply with Practice Guideline 2013–01,
Valuations of Publicly Registered, Non-Listed REITs, issued by the
Institute for Portfolio Alternatives in April 2013 -- IPA Valuation
Guidelines.
The estimated value per share set forth will first appear on the
December 31, 2023 customer account statements that will be mailed
in January 2024. This valuation was performed in accordance with
the provisions of and also to comply with the IPA Valuation
Guidelines. As with any valuation methodology, the methodologies
used are based upon a number of estimates and assumptions that may
not be accurate or complete. Different parties with different
assumptions and estimates could derive a different estimated value
per share of the Company's common stock, and this difference could
be significant. The estimated value per share is not audited and
does not represent the fair value of the Company's assets less the
fair value of the Company's liabilities according to GAAP.
Accordingly, with respect to the estimated value per share, the
Company can give no assurance that:
* a stockholder would be able to resell his or her shares at
the Company's estimated value per share;
* a stockholder would ultimately realize distributions per
share equal to the Company's estimated value per share upon
liquidation of the Company's assets and settlement of its
liabilities or a sale of the Company;
* the Company's shares of common stock would trade at the
estimated value per share on a national securities exchange;
* another independent third-party appraiser or third-party
valuation firm would agree with the Company's estimated value per
share; or
* the methodology used to determine the Company's estimated
value per share would be acceptable to FINRA or for compliance with
ERISA reporting requirements.
Further, the estimated value per share is based on the estimated
value of the Company's assets less the estimated value of the
Company's liabilities, divided by the number of shares outstanding,
all as of September 30, 2023, with the exception of adjustments to
the Company's net asset value to give effect to (i) the change in
the estimated value of the Company's investment in units of Prime
US REIT (SGX-ST Ticker: OXMU) as of November 15, and (ii) the
estimated sale price based on offers received for one property that
was being marketed for sale. From the date of the valuations above
through the date of this filing, there have been no material
changes to the net values of the Company's assets and liabilities
that impacted the overall estimated value per share, and the
Company did not make any other adjustments to the estimated value
per share from the date of the valuations above, including any
adjustments relating to the following, among others: (i) net
operating income earned; and (ii) the redemption of shares.
However, valuations for U.S. office properties continue to
fluctuate due to weakness in the current real estate capital
markets and the lack of transaction volume for U.S. office
properties, increasing the uncertainty of valuations in the current
market environment. The valuation of the Company's investment in
Prime US REIT is also subject to increased uncertainty. Due to the
disruptions in the financial markets, the trading price of the
common units of Prime US REIT has experienced substantial
volatility. Prime US REIT also has a significant amount of debt
maturing in 2024, which adds additional uncertainty around the
value of the units.
About KBS REAL ESTATE INVESTMENT TRUST III
Newport Beach, Calif.-based KBS Real Estate Investment Trust III,
Inc. was formed on December 22, 2009, as a Maryland corporation
that elected to be taxed as a real estate investment trust ("REIT")
beginning with the taxable year ended December 31, 2011, and it
intends to continue to operate in such manner. All of the Company's
business is conducted through KBS Limited Partnership III (the
"Operating Partnership"), a Delaware limited partnership. The
Company is the sole general partner of and owns a 0.1% partnership
interest in the Operating Partnership. KBS REIT Holdings III LLC
("REIT Holdings III"), the limited partner of the Operating
Partnership, owns the remaining 99.9% interest in the Operating
Partnership and is its sole limited partner. The Company is the
sole member and manager of REIT Holdings III.
As of September 30, 2023, the Company has $2.15 billion in total
assets and $1.85 billion in total liabilities.
KENNEDY-WILSON HOLDINGS: S&P Lowers ICR to 'BB-', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
Kennedy-Wilson Holdings Inc. to 'BB-' from 'BB'. At the same time,
S&P lowered its issue-level rating on Kennedy Wilson Europe Real
Estate PLC's (KWE) senior unsecured notes to 'BB' from 'BB+', with
the recovery rating remaining '2'. S&P lowered its issue-level
rating on Kennedy-Wilson Inc.'s (KW) senior unsecured notes to 'B+'
from 'BB-', with the recovery rating remaining '5'. And S&P lowered
its issue-level rating on Kennedy-Wilson's preferred stock to 'B-'
from 'B'.
S&P said, "The negative outlook reflects our view that, despite
steady property-level operating performance, Kennedy-Wilson's key
credit metrics could face further pressure if it cannot execute on
sufficient asset sales with material capital gains. A lack of asset
sales could pressure liquidity with the company's revolver and KWE
notes maturing within the next 24 months.
"Kennedy-Wilson's gains on asset sales remained low in 2023,
leading to significant pressure on its key credit metrics. From
2018 through 2021, more than 50% of Kennedy-Wilson's S&P Global
Ratings-adjusted EBITDA was generated from gains on asset sales. We
don't typically consider gains on asset sales as part of EBITDA for
real estate companies, but consider it a core part of
Kennedy-Wilson's business strategy, supported by its sizable asset
management platform and the recurring and material volume of these
gains. This source of EBITDA is inherently more volatile than
EBITDA from rental revenue, which accounts for most of EBITDA for
its real estate peers. While this has led to the instability of
earnings and key credit metrics in the past, the shortfall in
EBITDA over the past 12 months has been stark. After generating
$412.7 million of gains on real estate sales in its consolidated
portfolio in 2021 and $338 million in 2020, Kennedy-Wilson
generated just $103.7 million in 2022. Through the first three
quarters of 2023, that figure is $138.6 million, an improvement
from 2022 but well below historical levels.
"As of Sept. 30, 2023, S&P Global Ratings-adjusted debt to EBITDA
was 15.1x, a decline from 17.1x a year prior but significantly
higher than 6.9x two years ago. While debt has increased modestly
over that time, the increase in debt to EBITDA is due primarily to
a material decline in EBITDA. Our calculated adjusted debt to
EBITDA is materially different than Kennedy-Wilson's calculation
because of two key differences. We account for preferred shares as
100% debt, consistent with our treatment across real estate
companies, while the company treats them as 100% equity. Secondly,
while we include gains from asset sales in our adjusted EBITDA
figure, we do not include Kennedy-Wilson's pro rata share of fair
value adjustments from its co-investment portfolio, which the
company considers EBITDA, because these are unrealized gains on
assets that are marked to market. The company's S&P Global
Ratings-adjusted FCC ratio was 1.5x as of Sept. 30, 2023, the same
as a year prior and a decline from 3.7x two years ago, as rising
interest rates affected the ratio in addition to the decline in
EBITDA. With limited upcoming refinancing needs and our expectation
that interest rates are at or near their peak, we do not expect
further deterioration in the company's FCC ratio.
"We apply a negative one-notch comparable rating analysis modifier
to our 'bb' anchor score on the company. This reflects our belief
that gains on asset sales will remain a large component of EBITDA
generation, resulting in sustained higher volatility to
Kennedy-Wilson's credit metrics compared with other real estate
companies.
"The company's operating performance has been steady, providing a
stable source of cash flow. Same-property net operating income
(NOI) within Kennedy-Wilson's consolidated multifamily portfolio
increased 3.5% through the first three quarters of 2023 compared to
a year prior. While rent growth may slow in 2024, we expect
Kennedy-Wilson's markets to benefit from the unaffordability of
single-family housing given sustained high interest rates,
supporting steady operating performance. Its office portfolio has
also performed relatively well, with same-property NOI growth of 1%
year to date. Kennedy-Wilson's office portfolio is primarily in
Europe, where office fundamentals have held up better than in the
U.S. We expect Kennedy-Wilson's consolidated portfolio to continue
to post solid operating metrics, and EBITDA generation should see a
further boost as the company's robust development pipeline
stabilizes over the next two years.
"The negative outlook reflects our view that, despite steady
property-level operating performance, Kennedy-Wilson's key credit
metrics could face further pressure if it cannot execute on
sufficient asset sales with significant capital gains. Furthermore,
a lack of asset sales could pressure liquidity as the company's
revolver and KWE notes mature within the 24 months."
S&P could lower the rating on Kennedy-Wilson if:
-- Adjusted debt to EBITDA remains above 13x or FCC declines below
1.3x, perhaps as a result of lower-than-anticipated EBITDA from
gains on asset sales; or
-- Upcoming debt maturities pressure S&P's view of the company's
liquidity position.
S&P could also lower the issue-level ratings on Kennedy-Wilson's
unsecured debt if recovery prospects for bondholders decrease below
70% for the KWE bonds or below 10% for the KW bonds, likely a
result of an increase in the use of secured debt.
S&P could revise the outlook to stable if:
-- Adjusted FCC remains above 1.5x; and
-- The company addresses near-term debt maturities over the next
24 months.
KNIGHT HEALTH: S&P Alters Outlook to Negative, Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Knight Health
Holding LLC (doing business as [d/b/a] Scion Health) to negative
from stable and affirmed all our ratings, including its 'B-' issuer
credit rating on the company.
S&P said, "Our negative outlook reflects the slower-than-expected
operating improvement and our view that if it takes longer for cash
flow to become positive, liquidity could be reduced and put into
question the long-term sustainability of the capital structure."
Knight's performance is trending in the right direction. After
underperforming for the past two years, the company seems to have
turned the corner. Most notably, contract labor expenses have
significantly declined and patient volumes are improving, albeit
relatively slowly for the specialty hospital segment. Furthermore,
transaction costs and non-recurring uses of cash associated with
the acquisition of Cornerstone Healthcare Group (completed in the
first quarter of 2023) have now abated. Finally, the disruptions
and costs associated with the company's operational restructuring
efforts since the creation of the company in late 2021 are also
abating, and S&P believes such efforts will provide greater
efficiencies that will become more apparent in 2024.
S&P said, "We expect cash flow to improve. Over the past two years,
cash flow has been significantly impaired by numerous items that
are either non-recurring or that we expect to significantly
decline. These would include costs associated with a multiphase
corporate reorganization project, and significant transaction costs
associated with the completion of the Cornerstone acquisition in
early 2023. Given the decline in these non-operating uses of cash
and improving operating performance, we expect the company's cash
flow deficits to steadily decline, but the deficits may persist
into 2025.
"We expect Knight to remain highly leveraged. We now expect S&P
Global Ratings-adjusted debt to EBITDA will be about 9x and 7.5x
(about 7.4x and 6.1x, excluding the B preferred equity) in 2023 and
2024, respectively, mainly because of improving EBITDA and EBITDA
margins. This is slightly unfavorable to our previous forecast but
still reflects a favorable trend.
"Our negative outlook reflects our lowered cash flow expectations,
which include declining, but still negative, cash flow potentially
into 2025, which suggests ongoing risk to the company achieving the
level of improvement that is necessary to service its highly
leveraged capital structure.
"We could lower our rating if Knight Health's margins both fell
short of our base case and did not continue to improve at a pace
that were significant enough to enable cash flow to reach a level
we believed would be sufficient to maintain its capital structure.
In our view, this could happen if patient volume and revenue,
particularly for the specialty hospital business segment, did not
experience a more robust improvement; there were an adverse change
in reimbursement rates, there were a reversal in the improvements
in labor costs, or the company did not realize its expected
operating improvements.
"We will revise the outlook to stable if the company performs close
to our base case such that we expect the company will achieve
sustained annual discretionary cash flow to service its debt
obligations.
"Governance factors are a moderately negative consideration in our
credit rating analysis. Our assessment of the company's financial
risk profile as aggressive reflects corporate decision-making that
prioritizes the interest of the controlling owners, in line with
our view of the majority of rated entities owned by private-equity
sponsors. Our assessment also reflects the generally finite holding
periods and a focus on maximizing shareholder returns."
LASERSHIP INC: DoubleLine ISF Marks $1.025MM Loan at 16% Off
------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,025,000 loan
extended to LaserShip, Inc. to market at $855,875 or 84% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 7.76%, 0.75%
Floor) to LaserShip, Inc. The loan accrues interest at a rate of
13.40% per annum. The loan matures on April 30, 2029.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia, and has sorting centers in New
Jersey, Ohio, North Carolina and Florida.
LASERSHIP INC: DoubleLine Yield Marks $345,000 Loan at 16% Off
--------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $345,000 loan
extended to LaserShip, Inc to market at $288,075 or 84% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine Yield's Form N-CSR for the
Fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine Yield is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 7.76%, 0.75%
Floor) to LaserShip, Inc. The loan accrues interest at a rate of
13.40% per annum. The loan matures on April 30, 2029.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol DLY.
LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia, and has sorting centers in New
Jersey, Ohio, North Carolina, and Florida.
LERETA LLC: DoubleLine ISF Marks $1.1MM Loan at 18% Off
-------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,112,940 loan
extended to Lereta LLC to market at $908,020 or 82% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan (1 Month Secured Overnight Financing Rate + 5.11%, 0.75%
Floor) to Lereta LLC. The loan accrues interest at a rate of 10.43%
per annum. The loan matures on July 27, 2028.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Lereta, LLC is a financial services company that offers a suite of
national real estate tax services for residential and commercial
loans. Some of the services it offers include automated online
research and certification, tax bill processing, delinquent tax
services and tax outsourcing service programs. The company also
offers flood zone determination services.
LERETA LLC: DoubleLine Yield Marks $375,872 Loan at 18% Off
-----------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $375,872 loan
extended to Lereta LLC to market at $306,664 or 82% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine Yield's Form N-CSR for the
Fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine Yield is a participant in a Senior Secured First Lien
Term Loan (1 Month Secured Overnight Financing Rate + 5.11%, 0.75%
Floor) to Lereta LLC. The loan accrues interest at a rate of 10.43%
per annum. The loan matures on July 27, 2028.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
Lereta, LLC is a financial services company that offers a suite of
national real estate tax services for residential and commercial
loans. Some of the services it offers include automated online
research and certification, tax bill processing, delinquent tax
services and tax outsourcing service programs. The company also
offers flood zone determination services.
MAISON DRAKE: Unsecureds to Split $42K in Consensual Plan
---------------------------------------------------------
Maison Drake, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Plan of Reorganization dated December
14, 2023.
The Debtor is an online third-party retailer and fulfillment center
offering clothes, home goods, gear, gifts, and other items.
Class 1 consists of the Secured Claim of Amazon. This Claim is
secured by liens on the Amazon Collateral. The Class 1 Secured
Claim is approximately $197,692.00, less payments made pre
confirmation. This Class is Impaired. The Reorganized Debtor will
make 36 equal monthly payments in the amount of $6,471.25 of
principal and interest over a three-year period at an annual
interest rate of 10.99%. This claim shall be paid directly by the
Debtor.
Class 2 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: The liquidation value or amount
that unsecured creditors would receive in a hypothetical chapter 7
case is approximately $0.00. Accordingly, the Debtor proposes to
pay unsecured creditors a pro rata portion of $42,000.00. Payments
will be made in equal quarterly payments of $3,500.00. Payments
shall commence on the fifteenth day of the month, on the first
month that begins more than fourteen days after the Effective Date
and shall continue quarterly for eleven additional quarters.
Pursuant to Section 1191 of the Bankruptcy Code, the value to be
distributed to unsecured creditors is greater than the Debtor's
projected disposable income to be received in the 3-year period
beginning on the date that the first payment is due under the plan.
Holders of Class 2 claims shall be paid directly by the Debtor.
* Nonconsensual Plan Treatment: The liquidation value or
amount that unsecured creditors would receive in a hypothetical
chapter 7 case is approximately $0.00. Accordingly, Debtor proposes
to pay unsecured creditors a pro rata portion of $41,968.61, its
Disposable Income. If the Debtor remains in possession, plan
payments shall include the Subchapter V Trustee's administrative
fee which will be billed hourly at the Subchapter V Trustee's then
current allowable blended rate. Plan Payments shall commence on
December 15, 2024 and shall continue annually for two additional
years. The initial annual payment shall be $3,363.68. Holders of
Class 2 claims shall be paid directly by the Debtor.
Class 3 consists of any and all equity interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of a Class 3 interests shall retain their full
equity interest in the same amounts, percentages, manner and
structure as existed on the Petition Date.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor's business.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the Plan of Reorganization dated December 14,
2023 is available at https://urlcurt.com/u?l=UU6GO3 from
PacerMonitor.com at no charge.
Debtor's Counsel:
Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
1501 E. Concord Street
Orlando, FL 32803
Tel: 407-894-6834
E-mail: jeff@bransonlaw.com
About Maison Drake
Maison Drake, LLC, a company in Longwood, Fla., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 23-03825) on Sept. 15, 2023, with $74,058 in assets
and $3,827,597 in liabilities. David Lanxner, managing member,
signed the petition.
Judge Lori V. Vaughan oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's
bankruptcy counsel.
MASONITE INTERNATIONAL: S&P Places 'BB+' ICR on Watch Negative
--------------------------------------------------------------
S&P Global Ratings placed its ratings on Masonite International
Corp. on CreditWatch with negative implications, including its
'BB+' issuer credit rating.
Masonite announced it has signed a definitive agreement to acquire
PGT Innovations Inc. (PGTI), a designer and manufacturer of
residential impact-resistant windows and doors, for about $3
billion.
S&P said, "The CreditWatch placement with negative implications
reflects the likelihood that we will lower our ratings on Masonite
due to higher leverage anticipated from the acquisition. Masonite's
offer to acquire PGTI implies a total enterprise value for the
company of about $3 billion and an EBITDA multiple of about 10x.
Based on the company's public disclosure, we anticipate that the
acquisition will be funded primarily with debt and cash on hand,
which we expect will contribute to a significant increase in
Masonite's adjusted debt to EBITDA. On a pro forma basis, we
estimate leverage at the end of 2024 to be 4.5x-5.0x and remain
above our 3x downgrade threshold through 2025. We expect the
acquisition will close in mid-2024, at which time we would likely
lower our ratings on Masonite and resolve the CreditWatch
placement.
"The acquisition of PGTI would add scale and breadth to Masonite's
operations but not to an extent that would change our business risk
assessment. The acquisition of PGTI would be the largest in the
Masonite's history and mark the company's entry into the windows
market. PGTI would add scale and diversity to Masonite's product
mix by increasing annual revenue and EBITDA generation by more than
50%. The combined company would also benefit from a broader product
offering, with pro forma revenue roughly split 80%/20% between
doors and windows compared with 100% doors currently. We also
expect a modest improvement in Masonite's adjusted EBITDA margins
following the acquisition, stemming from the relatively higher
margin generated by PGTI's premium product offering and anticipated
cost synergies following the acquisition. That said, our business
risk profile of fair on Masonite is likely to be unchanged
following the acquisition of PGTI. This primarily reflects our view
that Masonite would remain highly exposed to the cyclical U.S.
housing construction market and repair and renovation activity,
which we expect would contribute to future volatility in its
earnings and cash flow through the business cycle.
"The CreditWatch placement with negative implications reflects the
likelihood that we will lower our ratings on Masonite due to higher
leverage anticipated from the acquisition. We plan to resolve the
CreditWatch upon the closing of the acquisition."
MEDASSETS SOFTWARE: DoubleLine ISF Marks $2.2MM Loan at 36% Off
---------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $2,205,000 loan
extended to MedAssets Software Intermediate Holdings, Inc to market
at $1,413,273 or 64% of the outstanding amount, as of September 30,
2023, according to a disclosure contained in DoubleLine ISF's Form
N-CSR for the fiscal year ended September 30, 2023, filed with the
Securities and Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (1 Month Secured Overnight Financing Rate + 6.86%, 0.50%
Floor) to MedAssets Software Intermediate Holdings, Inc. The loan
accrues interest at a rate of 12.18% per annum. The loan matures on
December 17, 2029.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Headquartered in Alpharetta, Ga., MedAssets Software Intermediate
Holdings, Inc. (dba nThrive) provides healthcare revenue cycle
management software-as-a-service (SaaS) solutions, including
patient access, charge integrity, claims management, contract
management, analytics and education.
MEDASSETS SOFTWARE: DoubleLine Yield Marks $785,000 Loan at 36% Off
-------------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $785,000 loan
extended to MedAssets Software Intermediate Holdings, Inc. to
market at $503,138 or 64% of the outstanding amount, as of
September 30, 2023, according to a disclosure contained in
DoubleLine Yield's Form N-CSR for the Fiscal year ended September
30, 2023, filed with the Securities and Exchange Commission.
DoubleLine Yield is a participant in a Senior Secured Second Lien
Term Loan (1 Month Secured Overnight Financing Rate + 6.86%, 0.50%
Floor) to MedAssets Software Intermediate Holdings, Inc. The loan
accrues interest at a rate of 12.18% per annum. The loan matures on
December 17, 2029.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
Headquartered in Alpharetta, Ga., MedAssets Software Intermediate
Holdings, Inc. (dba nThrive) provides healthcare revenue cycle
management software-as-a-service (SaaS) solutions, including
patient access, charge integrity, claims management, contract
management, analytics and education.
MILE HI TRANSPORTATION: Amends Plan to Include CDOR Tax Claims Pay
------------------------------------------------------------------
Mile High Transportation, LLC submitted an Amended Plan of
Reorganization for Small Business dated December 14, 2023.
The Debtor believes that the Plan represents the best alternative
for providing the maximum value for creditors. The Plan provides
creditors with a distribution on their Claims in an amount greater
than any other potential known option available to the Debtor.
Class 2 consists of Allowed Priority Tax Claims. Debtor provided
notice of the filing of this case to the IRS and the Colorado
Department of Revenue. Debtor's schedules do not reflect any funds
owing to any taxing authority. Class 2 is impaired by the Plan. The
Colorado Department of Revenue filed a claim for $4,235.59, all of
which is claimed as a priority statutory lien. CDOR shall have an
allowed priority tax claim of $4,235.59 with interest accruing at
the rate of 8% per annum. The Debtor shall pay the CDOR claim in
full by making equal monthly payments of $103.40 beginning on the
first day of the first month after the Effective Date, and
continuing for 48 months thereafter, at which point the CDOR
priority statutory lien shall be deemed paid in full.
The IRS filed a claim for $20,114.88, of which $17,098.87 is
priority. The IRS shall have an allowed priority claim in the sum
of $17,098.87, which shall accrue interest at the rate of 7% per
annum. The Debtor shall pay the claim of the in full by making
equal monthly payments of $409.43 per month to the IRS beginning on
the first day of the first month after the Effective Date, and
continuing for 48 months thereafter, at which point the IRS
priority claim shall be deemed paid in full. The remainder of the
IRS claim shall be treated as an allowed general unsecured claim in
Class 19.
Class 19 consists of those unsecured creditors of the Debtor who
hold Allowed Claims that were either scheduled by the Debtor as
undisputed, or subject to timely filed proofs of claim to which the
Debtor does not successfully object. Class 19 in impaired by the
Plan. Class 19 claimants shall receive payment of their Allowed
Claims as follows:
* Class 19 shall receive a pro-rata distribution equal to 100%
of the Debtor's Available Cash calculated on a quarterly basis
after subtracting the amount in the Expense Reserve. For the
absence of doubt, the Expense Reserve will never exceed $100,000.00
which amount is necessary to ensure the Debtor can respond to,
among other things, changes in market conditions such as increases
in fuel prices and mechanical emergencies that could prevent
Debtor’s trucks from being on the road.
* Payments to creditors in Class 19 will be mandatory at the
end of any quarter in which the Debtor ends the quarter with more
than $100,000 in Available Cash, including the Expense Reserve. If
the Expense Reserve contains less than $100,000 at the end of the
quarter, no distribution will be made to Class 19 for that quarter.
If the Expense Reserve exceeds $100,000, any funds in excess of
$100,000 will be distributed pro rata to Class 19.
* Commencing on the first day of the second calendar quarter
following the Effective date of the Plan and continuing each
quarter thereafter, the Debtor projects being able to make
distributions to general unsecured creditors.
* Based on the Debtor's projections, the Debtor estimates
Class 19 Creditors will receive 100% on account of their claims.
Upon request by any party in interest, the Debtor shall provide a
quarterly financial statement, including amounts disbursed to
creditors in accordance with the Plan.
Debtor's Plan is feasible. As noted in the Debtor's projections,
Debtor anticipates that its income will be positive each year of
the Plan, and will generate sufficient revenue to meet its
obligations under the Plan. The Debtor has used its best efforts to
prepare accurate projections. For the absence of doubt, the Debtor
does not guaranty general unsecured creditors will receive payments
equal to 100% of their allowed general unsecured claims.
A full-text copy of the Amended Plan dated December 14, 2023 is
available at https://urlcurt.com/u?l=s0KQCJ from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Jonathan M. Dickey, Esq.
KUTNER BRINEN DICKEY RILEY, PC
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Telephone: (303) 832-2400
Email: jmd@kutnerlaw.com
About Mile Hi Transportation
Mile Hi Transportation, LLC, is a Colorado limited liability
company which owns and operates a trucking company.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 23-14054) on Sept. 8, 2023. In the
petition signed by Jesse Trujillo, managing member, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge Thomas B. Mcnamara oversees the case.
Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC, is the
Debtor's legal counsel.
MIRAFLORES COMMUNITY: Unsecureds Will Get 100% of Claims in Plan
----------------------------------------------------------------
Miraflores Community DevCo, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of California a Disclosure
Statement describing Plan of Reorganization.
The Debtor started a housing project in 2014 on 8.2 acres in
Richmond ("Property"). It was a former Japanese nursery. The
expense for cleaning up the property was approximately $2,000,000.
In 2018, the City passed a general plan amendment/planning approval
to allow the Debtor to build 22 buildings with 192 total units.
From then until now, the Debtor has been attempting to obtain
funding to develop the Property. However, due to the pandemic
affecting large construction lending, it was unable to secure the
financing needed to complete the approved project.
Ronald Scott Hanks, is a current Member of the LLC, and was
appointed as the responsible individual for Debtor. He has managed
the Debtor's estate since the filing of the Chapter 11 Petition.
The Debtor proposes a six-month, consensual refinance or "sale
plan". The refinance option is preferred with the "worst case
scenario" being a sale to save the equity in the Property.
The Debtor (and all its members) are working hard to lock in a
lender to finish this project to pay off all current debt.
Regarding debt and the Property's value, the Debtor's primary
lender (Artes Capital) is owed roughly $8 million and the
property's value "as-is", in the Debtor's opinion, is worth no less
than $20 million.
Class 2 consists of General Unsecured Claims. Creditors will
receive 100 percent of their allowed claims in 1 payment made at
the close of escrow of either a refinance or sale of the Property.
This class is impaired and is entitled to vote on confirmation of
the Plan. The allowed unsecured claims total $7,402,031.89.
Class 3 consists of Equity Interest Holders. Pursuant to the
agreement between the parties, but a likely split of the net equity
after a sale/project completion.
Payments and distributions under the Plan will be funded by the
refinance or sale of the Property.
A full-text copy of the Disclosure Statement dated December 18,
2023 is available at https://urlcurt.com/u?l=vQKF3n from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Arasto Farsad, Esq.
Nancy Weng, Esq.
Farsad Law Office, P.C.
1625 The Alameda, Suite 525
San Jose, CA 95126
Tel: 408-641-9966
Fax: 408-866-7334
Emails: farsadlaw1@gmail.com
nancy@farsadlaw.com
About Miraflores Community DevCo
Miraflores Community DevCo, LLC, a company in San Leandro, Calif.,
filed Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-41241) on
Sept. 27, 2023, with $10 million to $50 million in both assets and
liabilities.
Judge Charles Novack oversees the case.
Farsad Law Office, P.C., is the Debtor's bankruptcy counsel.
MISO ROBOTICS: Continued Losses Raise Going Concern Doubt
---------------------------------------------------------
Miso Robotics, Inc. disclosed in a Form 1-SA Report filed with the
Securities and Exchange Commission for the six-months ended June
30, 2023, that there is substantial doubt about the Company's
ability to continue as a going concern within the next 12 months.
According to the Company, it has not generated profits since
inception, has sustained net losses of $11,530,118 and $20,773,600
for the six months ended June 30, 2023 and 2022, respectively, and
has incurred negative cash flows from operations for the six months
ended June 30, 2023 and 2022. As of June 30, 2023, the Company had
an accumulated deficit of $104,750,043 and cash of $11,617,714,
relative to negative operating cash flows of $13,354,980 in June
30, 2023. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern for the next
12 months is dependent upon its ability to generate sufficient cash
flows from operations to meet its obligations, which it has not
been able to accomplish to date, and/or to obtain additional
capital financing. No assurance can be given that the Company will
be successful in these efforts.
A full-text copy of the Report is available at
https://tinyurl.com/5n9b88hh
About Miso Robotics, Inc.
Pasadena, Calif.-based Miso Robotics, Inc. develops and
manufactures artificial intelligence-driven robots that assist
chefs to make food at restaurants. It was incorporated on June 20,
2016 as Super Volcano, Inc. under the laws of the State of
Delaware. The Company changed its name to Miso Robotics, Inc. on
October 3, 2016.
In November 2021, the Company became a founding stockholder in Ally
Robotics, Inc., a Delaware corporation whereby the Company was
issued 6,600,000 shares of Ally's common stock in exchange for a
93% interest in Ally. As such, Ally became a subsidiary of the
Company. As of June 30, 2023, the Company holds 55.92% interest in
Ally. Ally was formed to build affordable, safe, lightweight, and
smart robotic arms for the restaurant industry.
As of June 30, 2023, the Company has $27,964,604 in total assets
and $12,484,925 in total liabilities.
MLN US HOLDCO: DoubleLine ISF Marks $2.9MM Loan at 89% Off
----------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $2,920,000 loan
extended to MLN US HoldCo LLC to market at $328,500 or 11% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 8.85%) to MLN
US HoldCo LLC. The loan accrues interest at a rate of 14.26% per
annum. The loan matures on November 30, 2026.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada,
provides phone systems, collaboration applications (voice, video
calling, audio and web conferencing, instant messaging etc.) and
contact center solutions through on-site and cloud offerings. The
Company's customer focus is on small and medium sized businesses.
Mitel is majority-owned by private equity firm Searchlight Capital
Partners.
MOREY MACHINING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Morey Machining & Manufacturing, Inc.
9530 Workmen Way
Fort Myers, FL 33905
Business Description: The Debtor is a family-owned and operated
business dedicated to providing machining
and fabrication services.
Chapter 11 Petition Date: December 22, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-01556
Debtor's Counsel: Mike Dal Lago, Esq.
DAL LAGO LAW
999 Vanderbilt Beach Rd. Suite 200
Naples FL 34108
Tel: 239-571-6877
Email: mike@dallagolaw.com
Total Assets: $1,458,706
Total Liabilities: $1,516,760
The petition was signed by Timothy E. Morey as president/owner.
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/BGGVD3I/Morey_Machining__Manufacturing__flmbke-23-01556__0001.0.pdf?mcid=tGE4TAMA
MYOMO INC: CEO to Get $350K Base Salary Under Renewed Contract
--------------------------------------------------------------
Myomo, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it entered into a renewed employment
agreement with Paul Gudonis, the president, chief executive officer
and chairman of the Board of Directors of the Company, effective on
Jan. 1, 2024.
Pursuant to the Gudonis Agreement, Mr. Gudonis will continue to
serve as the chief executive officer of the Company. In
consideration thereof, Mr. Gudonis will receive (i) a base salary
of $350,000, and (ii) the opportunity to receive an annual bonus of
up to 75% of his base salary, with the actual amount to be
determined by the Board and the Compensation Committee upon meeting
certain reasonable strategic, sales, operational, and financial
goals and targets established by the Board.
Mr. Gudonis' employment is at-will, for a three-year term expiring
on December 31, 2026, unless renewed upon the consent of the
parties. If the parties decide not to renew the Gudonis Agreement,
but to continue to work together in an employment relationship, Mr.
Gudonis' employment shall continue on an at-will basis pursuant to
the terms and conditions then in effect, unless otherwise modified
in writing.
In the event of termination without cause, the Company shall
provide to Mr. Gudonis (i) his base salary for twelve months plus
his Board-approved annual incentive bonus for the year, (ii) a
monthly cash payment for twelve months or Mr. Gudonis' Consolidated
Omnibus Budget Reconciliation Act ("COBRA") health continuation
period, whichever ends earlier, in an amount equal to the monthly
employer contribution that the Company would have made to provide
health insurance to Mr. Gudonis if he had remained employed by the
Company, subject to Mr. Gudonis participating in the Company's
group health plan immediately prior to the date of termination and
electing COBRA health continuation, and (iii) the vesting of all
stock options and other stock-based awards held by Mr. Gudonis that
would have vested if employment had continued for twelve additional
months. Additionally, if such termination without cause occurs
within 12 months after the occurrence of a change in control, then
notwithstanding anything to the contrary in any applicable option
agreement or stock-based award agreement, all stock options and
other time based stock-based awards held by Mr. Gudonis shall
immediately accelerate and become fully exercisable or
non-forfeitable as of the closing date of the Change in Control
Event. In addition, the measurement date for any performance-based
stock awards shall be accelerated to the date of the Change in
Control Event. Should Mr. Gudonis be entitled to vesting of all or
a portion of such stock awards, such earned portion shall
accelerate and become fully exercisable or non-forfeitable as of
the closing date of the Change in Control Event.
About Myomo
Headquartered in Cambridge, Massachusetts, Myomo, Inc. --
http://www.myomo.com-- is a wearable medical robotics company that
offers expanded mobility for those suffering from
neurologicaldisorders and upper limb paralysis. Myomo develops and
markets the MyoPro product line. MyoPro is a powered upper limb
orthosis designed to support the arm and restore function to the
weakened or paralyzed arms of patients suffering from CVA stroke,
brachial plexus injury, traumatic brain or spinal cord injury, ALS
or other neuromuscular disease or injury.
Myomo reported a net loss of $10.72 million for the year ended Dec.
31, 2022, compared to a net loss of $10.37 million for the year
ended Dec. 31, 2021. As of March 31, 2023, the Company had $13.74
million in total assets, $4.10 million in total liabilities, and
$9.63 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
13, 2023, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
NABORS GARAGE: Proposes Immaterial Modifications to Plan
--------------------------------------------------------
Nabors Garage Doors LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Georgia a Modified Plan of Reorganization
dated December 14, 2023.
In accordance with Section 1193(a) of the Bankruptcy Code, Debtor
modifies the Plan filed on November 29, 2023. The changes do not
materially and adversely affect the rights of any parties in
interest which have not had notice and an opportunity to be heard
with regard thereto.
Section 2.3.1 "Remedies in the Event of Default" of the Plan is
modified to add the following: "In the event of a uncured Event of
Default pursuant to Classes 4, 5, 7, 8, 11, 12, 13, 14, 15, 16, 17,
18, 19, and 20 (each, a Reinstate and Cure Class, and collectively
the "Reinstate and Cure Classes"), the Holder of said claim may
exercise its rights and remedies pursuant to the pre petition loan
documents and applicable law without further order of this Court
including without limitation any rights to repossess and dispose of
its collateral and assert a deficiency claim, if any, following the
disposal of the collateral in accordance with applicable law."
Section 14.5 "Force Majeure" of the Plan is modified to add the
following: "Section 14.5 shall not modify any pre-petition loan
documents for Classes 4, 5, 7, 8, 11, 12, 13, 14, 15, 16, 17, 18,
19, and 20."
Section 4.11 of the Plan is modified to provide that with respect
to the holder of the Class 11 claim, Debtor's cure obligations
shall include compliance with the non-monetary provisions of the
pre-petition loan documents except for: (a) any provisions related
to the Debtor's financial condition, (b) any provisions that are in
direct contradiction of any express term of the Plan, and (c) any
terms of the pre-petition loan documents regarding liens provided
for under the Plan. Without limitations of the foregoing, Debtor
shall comply with all provisions of the prepetition loan documents
that require Debtor to maintain insurance coverage on collateral.
A full-text copy of the Modified Plan of Reorganization dated
December 14, 2023 is available at https://urlcurt.com/u?l=2k9uKC
from PacerMonitor.com at no charge.
Attorney for Debtor:
Leslie M. Pineyro, Esq.
JONES & WALDEN LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: lpineyro@joneswalden.com
About Nabors Garage Doors LLC
Nabors Garage Doors LLC has been operating since 2017 and was
incorporated in Georgia in 2017 to provide installation, repairs,
and servicing of garage doors and openers. The Debtor operates out
of two locations: Alpharetta, Georgia, and Peachtree City,
Georgia.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 23-58391-jwc) on August 31, 2023. In
the petition signed by Serena Meador, sole member, the Debtor
disclosed $500,000 in total assets and $10 million in liabilities.
Judge Jeffery W. Cavender oversees the case.
Leslie Pineyro, Esq., at Jones & Walden, LLC, represents the Debtor
as legal counsel.
NEP GROUP: DoubleLine ISF Marks $905,000 Loan at 20% Off
--------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $905,000 loan
extended to NEP Group, Inc. to market at $723,249 or 80% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (1 Month Secured Overnight Financing Rate + 7.11%) to NEP
Group, Inc. The loan accrues interest at a rate of 12.43% per
annum. The loan matures on October 19, 2026.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
NEP Group Inc. provides broadcasting services. The Company is a
supplier to broad spectrum of content across both sports and
entertainment. The Company offers outside broadcast, studio
production, audio, lighting and media management services.
NOGIN INC: Unsecured Creditors to Get 0% in Joint Plan
------------------------------------------------------
Nogin, Inc., and Its Debtor Affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Disclosure
Statement for Joint Plan of Reorganization dated December 18,
2023.
Founded in 2010, the Debtors are an e-commerce, technology platform
provider, enabling business-to-consumer ("B2C") and
business-to-business commerce for companies in a variety of
industries, including apparel, accessories, and other consumer
products.
As of the Petition Date, the Debtors estimate that they have
approximately $48.2 million in outstanding trade or client payables
and other unsecured debt.
The Debtors, BR Investments and an ad hoc committee of holders of
the Senior Notes (the "Ad Hoc Committee of Noteholders") began a
series of intensive arm's length negotiations regarding the
framework for a consensual chapter 11 proceeding. On November 16,
2023, after hard fought and good faith negotiations between the
Company, BR Investments and the Ad Hoc Committee of Noteholders,
the Strategic Transactions Committee approved that certain Chapter
11 Restructuring Support Agreement, dated November 16, 2023, by and
between the Company, BR Investments and the Ad Hoc Committee of
Noteholders (the "RSA").
Material terms of the Restructuring Transactions contemplated by
the RSA and embodied under the Plan include, among other things:
* On the Effective Date, among other consideration to be
provided, the DIP Claims will either equitize into 100% ownership
of the Reorganized Equity Interests in the "Reorganized Debtors" or
will be used to acquire all or substantially all of the Debtors'
Assets;
* On the Effective Date, except to the extent a Senior
Noteholder agrees to less favorable treatment, each Senior
Noteholder shall receive its Pro Rata share of the Cash Settlement
Consideration plus its Pro Rata share of Creditor Litigation Trust
Beneficial Interests. In the event the Senior Notes Recovery
exceeds the Allowed Senior Notes Claims, Holders of Allowed General
Unsecured Claims would receive, on a Pro Rata basis, their share of
the Excess Recovery;
* Establishment of the Creditor Litigation Trust consisting of
(a) the Retained Causes of Action, including any and all proceeds
thereof, together with all privileges related thereto (including,
but not limited to, any lawyer client and work product privileges),
and the Creditor Litigation Trust Initial Funding Amount, if any,
(b) all Assets of the Estates that are (i) not transferred to the
Buyer, (ii) not transferred to the Debtor Liquidating Trust; (iii)
not the Professional Fee Account, and (iv) not Distributed to
Holders of Claims on the Effective Date, (c) rights of access to
all of the Debtors' books and records relating to periods ending on
or before the Effective Date, and (d) the proceeds from any
recovery under the D&O Liability Insurance Policies providing
coverage for any Retained Causes of Action;
* Establishment of the Debtor Liquidating Trust consisting of
(a) the Debtor Liquidating Trust Initial Funding Amount and (b) all
Assets not transferred to the Buyer or the Creditor Litigation
Trust; and
* On the Effective Date, (i) BR Investments and its Affiliates
and (ii) the Ad Hoc Committee of Noteholders and their members,
affiliates, and professionals shall receive a release of all estate
claims and causes of action.
* On the Effective Date, (i) BR Investments and its Affiliates
and (ii) the Ad Hoc Committee of Noteholders and their members,
affiliates, and professionals shall receive a release of all estate
claims and causes of action.
The Debtors believe that their Cash on hand and the Sale
Transaction Proceeds will provide adequate sources of consideration
to fund the payments under the Plan. Accordingly, the Debtors
believe that the transactions and embodied in the Plan maximize
value for their estates and creditors while simultaneously bringing
these Chapter 11 Cases to an expeditious and fair resolution.
Class 4 consists of all General Unsecured Claims. On the Effective
Date, (i) each Allowed General Unsecured Claim will be released and
extinguished, and (ii) each holder of an Allowed General Unsecured
Claim shall not receive any distribution on account of its General
Unsecured Claim, unless the Senior Notes Recovery exceeds the
Allowed Senior Notes Claims, which, in such circumstance, Holders
of Allowed General Unsecured Claims would receive, on a Pro Rata
basis, their share of the Excess Recovery, if any. Class 4 is
Impaired. This Class will receive a distribution of 0% of their
allowed claims.
Class 6 consists of all Equity Interests. On the Effective Date,
Equity Interests shall be cancelled, released, and extinguished,
and be of no further force or effect, whether surrendered for
cancellation or otherwise; provided, however, that, in the event
the Debtors consummate an Equity Sale Transaction pursuant to a
Stock Purchase Agreement, the Debtors' corporate structure shall
remain intact and shall not otherwise be adversely affected by the
Plan.
The Distribution Agent shall fund Distributions and satisfy Allowed
Claims under the Plan using Available Cash or Net Cash Proceeds,
including Sale Transaction Proceeds, and if applicable, the Cash
Settlement Differential, as applicable; provided, however, that,
any post-Effective Date obligations of the (i) Creditor Litigation
Trust shall be paid by Creditor Litigation Trustee and (ii) the
Debtor Liquidating Trust shall be paid by the Debtor Liquidating
Trustee. The Debtors shall make an initial distribution of
Available Cash or Net Cash Proceeds on the Effective Date (or as
soon thereafter as is practicable).
A full-text copy of the Disclosure Statement dated December 18,
2023 is available at https://urlcurt.com/u?l=mZLCIZ from Donlin,
Recano & Company, Inc., claims agent.
Proposed Attorneys for Debtors:
Daniel J. DeFransceschi, Esq.
John H. Knight, Esq.
Michael J. Merchant, Esq.
David T. Queroli, Esq.
Matthew P. Milana, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 North King Street
Wilmington DE 19801
Tel: (302) 651-7700
Email: defranceschi@rlf.com
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).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-11945) on December 5,
2023, with $47,263,000 in assets and $142,815,000 in liabilities.
Vladimir Kasparov, chief restructuring officer, signed the
petitions.
The Debtor tapped Daniel J. DeFransceschi, Esq. of RICHARDS, LAYTON
& FINGER, P.A. as legal counsel; and Donlin, Recano & Company, Inc.
as claims & noticing agent.
PECF USS: DoubleLine ISF Marks $1.8MM Loan at 19% Off
-----------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,855,279 loan
extended to PECF USS Intermediate Holding Corporation to market at
$1,496,153 or 81% of the outstanding amount, as of September 30,
2023, according to a disclosure contained in DoubleLine ISF's Form
N-CSR for the Fiscal year ended September 30, 2023, filed with the
Securities and Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan (3 Month Secured Overnight Financing Rate + 4.51%, 0.50%
Floor) to PECF USS Intermediate Holding Corporation. The loan
accrues interest at a rate of 9.88% per annum. The loan matures on
December 15, 2028.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PECF USS: DoubleLine Yield Marks $802,957 Loan at 19% Off
---------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $802,957 loan
extended to PECF USS Intermediate Holding Corporation to market at
$647,528 or 81% of the outstanding amount, as of September 30,
2023, according to a disclosure contained in DoubleLine Yield's
Form N-CSR for the Fiscal year ended September 30, 2023, filed with
the Securities and Exchange Commission.
DoubleLine Yield is a participant in a Senior Secured First Lien
Term Loan (3 Month Secured Overnight Financing Rate + 4.51%, 0.50%
Floor) to PECF USS Intermediate Holding Corporation. The loan
accrues interest at a rate of 9.88% per annum. The loan matures on
December 15, 2028.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PGT INNOVATIONS: S&P Places 'B+' ICR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings placed all its ratings on U.S.-based premium
window and door producer PGT Innovations Inc., including its 'B+'
issuer credit rating, on CreditWatch with positive implications.
PGT Innovations is being acquired by Masonite International Corp.
for $3 billion, including its outstanding debt.
The placement of the ratings on CreditWatch with positive
implications indicates the proposed transaction could potentially
benefit PGT's credit quality since it is being acquired by a much
larger and higher rated company. S&P said, "On a stand-alone basis,
we expect PGT to continue operating with favorable credit measures
on the back of strong sales price realization and stable demand
from key end markets. As such, we expect PGT to maintain credit
measures that are supportive of the current rating. We anticipate
its revenue growth rate will likely contract moderately in 2024.
This follows slowing growth in 2023, albeit from historical highs.
We also expect EBITDA margins to be maintained in the 17%-18% range
over the period. We believe this could result in S&P Global
Ratings-adjusted debt to EBITDA at the lower end, or possibly even
under, 3.0x-3.5x in 2023 and 2024."
We expect to resolve the CreditWatch placement once the transaction
closes, likely before the end of second quarter of 2024. We will
likely discontinue our ratings if PGT's debt is retired.
Alternatively, we could raise our ratings if its debt remains
outstanding.
PGT is the largest U.S. manufacturer and supplier of residential
impact-resistant windows and doors, targeting both residential
repair and remodel and new construction markets primarily in
Florida. The company additionally manufacturers and designs
contemporary door and window systems for high-end residential,
commercial, and multifamily applications primarily in Arizona,
California, Texas, Nevada, and the Western U.S.
POLYMER EXTRUSION: Seeks to Tap Yip Associates as Financial Advisor
-------------------------------------------------------------------
Polymer Extrusion Technology Incorporated seeks approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Yip Associates as financial advisor and accountant.
The firm will render these services:
(a) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Guidelines and Reporting
Requirements;
(b) prepare required monthly operating reports and other
financial documents necessary in the administration of this case;
and
(c) assist in the preparation and presentation of a proposed
plan of reorganization.
The hourly rates of the firm's professionals are as follows:
Partners $450 - $600
Directors $400
Managers $350
Senior Associates $295
Associates $220
Paraprofessionals $195
In addition, the firm will seek reimbursement for expenses
incurred.
Hylton Wynick, CIRA, CRFAC, a member at YIP 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:
Hylton Wynick, CIRA, CRFAC
YIP Associates
One Biscayne Tower
2 S. Biscayne Blvd., Suite 2690
Miami, FL 33131
Telephone: (561) 325-6951
Facsimile: 1(888) 632-2672
Email: HWynick@yipcpa.com
About Polymer Extrusion Technology
Polymer Extrusion Technology Incorporated, doing business as
Glasslam, is engaged in plastic products manufacturing. The company
is based in Pompano Beach, Fla.
Polymer filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12348) on March
27, 2023, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Violet Howes, director at Polymer, signed
the petition.
Judge Scott M. Grossman presides over the case.
The Debtor tapped David A. Ray, Esq., at David A. Ray, PA as
bankruptcy counsel; John D. Heffling, Esq., at Hall Booth Smith, PC
as special appellate counsel; and Hylton Wynick, CIRA, CRFAC, at
YIP Associates as financial advisor and accountant.
PRETIUM PKG: DoubleLine ISF Marks $1.4MM Loan at 68% Off
--------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,430,000 loan
extended to Pretium PKG Holdings, Inc to market at $458,632 or 32%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (1 Month Secured Overnight Financing Rate + 6.86%, 0.50%
Floor) to Pretium PKG Holdings, Inc. The loan accrues interest at a
rate of 12.19% per annum. The loan matures on September 30, 2029.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic
containers for variety of end markets, including food and beverage,
chemicals, healthcare, wellness and personal care. Pretium PKG
Holdings, Inc. is a portfolio company of Clearlake since January
2020.
PRETIUM PKG: DoubleLine ISF Marks $1.4MM Loan at 68% Off
--------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,430,000 loan
extended to Pretium PKG Holdings, Inc to market at $458,632 or 32%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 7.01%, 0.50%
Floor) to Pretium PKG Holdings, Inc. The loan accrues interest at a
rate of 12.28% per annum. The loan matures on September 30, 2029.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic
containers for variety of end markets, including food and beverage,
chemicals, healthcare, wellness and personal care. Pretium PKG
Holdings, Inc. is a portfolio company of Clearlake since January
2020.
PRETIUM PKG: DoubleLine Yield Marks $480,000 Loan at 68% Off
------------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $480,000 loan
extended to Pretium PKG Holdings, Inc. to market at $153,943 or 32%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine Yield's Form N-CSR for the
Fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine Yieldis a participant in a Senior Secured Second Lien
Term Loan (1 Month Secured Overnight Financing Rate + 6.86%, 0.50%
Floor) to Pretium PKG Holdings, Inc. The loan accrues interest at a
rate of 12.19% per annum. The loan matures on September 30, 2029.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic
containers for variety of end markets, including food and beverage,
chemicals, healthcare, wellness and personal care. Pretium PKG
Holdings, Inc. is a portfolio company of Clearlake since January
2020.
PROMETHEUS INNOVATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Prometheus Innovation Corporation
f/d/b/a Prometheus Service Corporation
75 N. Maple Avenue
Ridgewood, NJ 07450
Chapter 11 Petition Date: December 22, 2023
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 23-21813
Debtor's Counsel: Eric H. Horn, Esq.
A.Y. STRAUSS LLC
290 West Mount Pleasant Avenue, Suite 3260
Livingston, NJ 07039
Tel: 973-287-5006
Email: ehorn@aystrauss.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jelani Ellington 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/NWMW5SA/Prometheus_Innovation_Corporation__njbke-23-21813__0001.0.pdf?mcid=tGE4TAMA
PROTERRA INC: Available Cash & Sale Proceeds to Fund Plan
---------------------------------------------------------
Proterra Inc. and Proterra Operating Company, Inc., filed with the
U.S. Bankruptcy Court for the District of Delaware a Disclosure
Statement for Joint Chapter 11 Plan of Reorganization dated
December 17, 2023.
As of the Petition Date, the Debtors operate three distinct
business lines (each, a "Business Line" and collectively, the
"Business Lines") that address critical components of commercial
and industrial vehicle electrification.
First, the Debtors design and manufacture proprietary battery
systems and electrification solutions for commercial vehicle
original equipment manufacturer ("OEM") customers as part of the
Debtors' powered-products Business Line ("Proterra Powered").
Second, the Debtors' energy Business Line ("Proterra Energy")
provides turnkey fleet-scale, high-power charging solutions and
software services. Third, the Debtors operate their transit
Business Line ("Proterra Transit"), which designs, develops, and
sells electric transit buses as an OEM for North American public
transit agencies, airports, universities, and other commercial
transit fleets.
At the outset of these Chapter 11 Cases, the Debtors sought
Bankruptcy Court approval of the bidding procedures to govern their
postpetition marketing and sale process (the "Marketing Process").
The Debtors were able to obtain signed transaction agreements with
respect to all three of their Business Lines. The auctions occurred
on November 9, 2023 and November 13, 2023 (the "Auctions").
The Debtors selected Volvo Battery Solutions LLC as the Successful
Bidder with respect to the Proterra Powered Business Line. The
Bankruptcy Court authorized the sale of the Proterra Powered
Business Line to Volvo on November 29, 2023. The Debtors selected
(a) Phoenix Motor, Inc. as the Successful Bidder with respect to
(i) certain battery lease assets and (ii) Proterra Transit, and (b)
[Anthelion Fund I GP LLC] (as successor agent to CSI GP I LLC),
Anthelion I Prodigy Holdco LP (f/k/a CSI I Prodigy Holdco LP),
Anthelion Prodigy Co-Investment LP (f/k/a CSI Prodigy Co Investment
LP), and Anthelion PRTA Co-Investment LP (f/k/a CSI PRTA
Co-Investment LP) (collectively, the "Plan Sponsor") as the
Successful Bidder with respect to Proterra Energy.
The Debtors seek to close the transactions contemplated in the
Asset Purchase Agreements to the Energy and Transit Successful Bids
Notice, as applicable, as soon as possible, and seek to consummate
the transaction contemplated in the Plan Support Agreement to the
Energy and Transit Successful Bids Notice (the "Plan Support
Agreement") through the confirmation and consummation of the Plan.
Class 5 consists of all General Unsecured Claims. Except to the
extent the holder of an Allowed General Unsecured Claim agrees to
less favorable treatment, on the Effective Date, each holder of an
Allowed General Unsecured Claim shall receive its Pro Rata share of
the Second Priority Distribution Trust Beneficiaries' interests in
the Distribution Trust. Class 5 is Impaired under the Plan.
Class 6 consists of all Intercompany Claims. On the Effective Date,
each holder of an Allowed Intercompany Claim shall have its Claim
Reinstated or cancelled, released, and extinguished and without any
distribution at the election of the Debtors with the prior written
consent of the Second Lien Agent (not to be unreasonably withheld
or delayed).
Class 7 consists of all Interests in OpCo. On the Effective Date,
each holder of an Interest in OpCo shall: (a) if the Debtors and
the Plan Sponsor have elected that OpCo shall serve as Reorganized
Proterra, have such Interest in OpCo cancelled, released, and
extinguished and without any Distribution; and otherwise (b) have
such Interest in OpCo Reinstated.
Class 8 consists of all Interests in TopCo. On the Effective Date,
each holder of an Interest in TopCo shall have such Interest
cancelled without distribution or compensation.
The Debtors conducted the Marketing Process in accordance with the
Bidding Procedures to determine the highest or otherwise best bids
and any Back-Up Bidders. Pursuant to the Bidding Procedures, the
Marketing Process was conducted through a dual-track process
pursuant to which the Debtors held two auctions: the Track B
Auction on November 9, 2023, and the Track A Auction on November
13, 2023.
If a Plan Support Agreement Termination does not occur, all
distributions under the Plan will be (a) made by the Distribution
Trustee from the Distribution Trust Assets, the Distribution Trust
Expense Reserve, the Professional Compensation Escrow Account, or
the Self-Insured Escrow Account, (b) paid in full in Cash on or
before the Effective Date, by the Debtors, pursuant to the terms of
the Plan, or (c) effected through the issuance and distribution of
the New Common Stock.
On the Effective Date, the Debtors shall fund the Distribution
Trust Expense Reserve, the Professional Compensation Escrow
Account, and the Self-Insured Escrow Account in full in Cash, and
transfer the Distribution Trust Assets to the Distribution Trust.
Cash payments to be made on the Effective Date shall be funded by
(a) Cash proceeds of any Sale, and (b) Cash on hand as of the
Effective Date.
A full-text copy of the Disclosure Statement dated December 17,
2023 is available at https://urlcurt.com/u?l=6twdja from Kurtzman
Carson Consultants LLC, claims agent.
Debtors' Co-Counsel:
Pauline K. Morgan, Esq.
Andrew L. Magaziner, Esq.
Shella Borovinskaya, Esq.
YOUNG CONAWAY STARGATT &
TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: pmorgan@ycst.com
amagaziner@ycst.com
sborovinskaya@ycst.com
- and -
Paul M. Basta, Esq.
Robert A. Britton, Esq.
Michael Colarossi, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019
Tel: (212) 373-3000
Fax: (212) 757-3990
Email: pbasta@paulweiss.com
rbritton@paulweiss.com
mcolarossi@paulweiss.com
About Proterra Inc.
Proterra Inc.'s business involves designing, manufacturing, and
selling electric transit buses and components, batteries, and
electric drive trains, and providing and selling related products
and services.
Proterra Inc. and Proterra Operating Company, Inc., sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-11120) on August 7, 2023. In the petition filed by
Gareth T. Joyce, chief executive officer, the Debtor reported total
assets as of June 30, 2023 amounting to $818,773,679 and total debt
as of June 30, 2023 of $609,498,207.
The Honorable Bankruptcy Judge Brendan Linehan Shannon handles the
cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, as counsel; FTI Consulting,
Inc., as financial advisor; Moelis & Company, LLC, as investment
banker; and Slaughter and May as special corporate counsel.
Kurtzman Carson Consultants LLC is the claims agent.
READYMAX INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ReadyMax, Inc.
d/b/a Streamworks
d/b/a Streamworks Products Group
2205 Glendale Ave. #147
Sparks, NV 89431
Chapter 11 Petition Date: December 22, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-50969
Judge: Hon. Hilary L Barnes
Debtor's Counsel: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Tel: 775.322.1237
Fax: 775.996.7290
Email: kevin@darbylawpractice.com
Total Assets: $498,913
Total Liabilities: $3,462,957
The petition was signed by James E. Duffy as president.
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/VCZ2UEA/READYMAX_INC__nvbke-23-50969__0001.0.pdf?mcid=tGE4TAMA
RENTPATH INC: DoubleLine ISF Virtually Writes Off $255,700 Loan
---------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $255,700 loan
extended to RentPath, Inc. to market at $3,835 or 1% of the
outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan (3 Month Secured Overnight Financing Rate + 3.50%)to Rentpath,
Inc. The loan accrues interest at a rate of 8.00% per annum. The
loan matures on April 25, 2024.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
RentPath, Inc. provides digital classified advertising for
apartment leasing and new home sales. The company operates a number
of web properties including ApartmentGuide.com, Rentals.com, and
RentalHouses.com.
On February 12, 2020, RentPath Holdings, Inc. and 11 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware. The cases are
jointly administered under Case No. 20-10312.
Pursuant to an order of the Court dated April 5, 2021, the case
RentPath Holdings, Inc. is now closed. RentPath, LLC (Case No.
20-10313) is now the lead case, and is pending before the the
Honorable Brendan L. Shannon.
On April 7, 2020, the Debtors filed their Revised Plan of
Reorganization and the Disclosure Statement related thereto. On
April 15, 2020, the Bankruptcy Court entered an order approving the
Disclosure Statement. On June 10, 2020, the Bankruptcy Court
entered an order confirming the Plan.
On February 26, 2021, the Debtors filed their Amended Plan of
Reorganization. On April 1, 2021, the Bankruptcy Court entered an
order confirming the Amended Plan. On April 2, 2021, the Effective
Date of the Plan occurred, and the Plan was consummated.
The amended Chapter 11 Plan was underpinned by a $608 million asset
sale to RedfinCorp.
RIVERBED TECHNOLOGY: DoubleLine ISF Marks $1.2MM Loan at 35% Off
----------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $1,297,809 loan
extended to Riverbed Technology, Inc. to market at $846,820 or 65%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine ISF's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured First Lien Term
Loan (3 Month Secured Overnight Financing Rate + 4.50% + 2.00% PIK,
1.00% Floor) to Riverbed Technology, Inc. The loan accrues interest
at a rate of 9.89% per annum. The loan matures on July 1, 2028.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Riverbed Technology, Inc. provides application performance
monitoring, cloud migration, network performance monitoring, and
security solutions. Riverbed Technology serves customers globally.
RIVERBED TECHNOLOGY: DoubleLine Yield Marks Loan at 35% Off
-----------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $482,183 loan
extended to Riverbed Technology, Inc. to market at $314,625 or 65%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in DoubleLine Yield's Form N-CSR for the
Fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine Yield is a participant in a Senior Secured First Lien
Term Loan (3 Month Secured Overnight Financing Rate + 4.50% + 2.00%
PIK, 1.00% Floor) to Riverbed Technology, Inc. The loan accrues
interest at a rate of 9.89% per annum. The loan matures on July 1,
2028.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
Riverbed Technology, Inc. provides application performance
monitoring, cloud migration, network performance monitoring, and
security solutions. Riverbed Technology serves customers globally.
RUDOLPH GIULIANI: Case Summary and 15 Unsecured Creditors
---------------------------------------------------------
Debtor: Rudolph W. Giuliani
45 East 66th Street
Apartment 10W
New York, NY 10065
Chapter 11 Petition Date: December 21, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-12055
Debtor's Counsel: Heath S. Berger, Esq.
Gary C. Fischoff, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP
6901 Jericho Turnpike, Suite 230
Syosset, NY 11791
Tel: (516) 747-1136
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100 million to $500 million
A full-text copy of the petition is available for free at
PacerMonitor.com at:
http://tinyurl.com/ksmdr97
The Company's list of 20 largest unsecured claims only has 15
entries:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. BST & Co. CPAS, LLC Lawsuit $10,000
250 Park Avenue, 7th Floor
New Yor, NY 10177
2. Daniel Gill Lawsuit $2,000,000
c/o Law Office of Ronald L. Kuby
119 West 23rd Street, Suite 900
New York, NY 1011
3. Davidoff Hutcher & Citron LLP Lawsuit $1,360,000
605 Third Avenue
New York, NY 10158
4. Eric Coomer, Ph.D. Lawsuit Unknown
c/o Cain & Skamulis, PLLC
P.O. Box 1064
Salida, CO 81201
5. IRS Income Taxes $521,345
Centralized Insolvency
Operation
6. IRS Income Taxes $202,887
Centralized Insolvency
Operation
7. Law Offices of
Aidala, Bertuna &
Kamins Legal Fees $387,860
546 Fifth Avenue, 6th Floor
New York, NY 10036
8. Momentum Telecom, Inc. Lawsuit $30,000
9. Noelle Dunphy Lawsuit Unknown
10. NYS Dept. of Taxation
& Finance Income Taxes $204,346
11. NYS Dpt. Of Taxation
& Finance Income Taxes $61,340
12. Robert Hunter Biden Lawsuit Unknown
c/o Winston and Strawn, LLP
1901 L Street NW
Washington, DC 20036
13. Ruby Freeman & Wandrea Moss Lawsuit $148,000,000
c/o Willkie Farr & Gallagher
1875 K Street NW
Washington DC 20006
14. Smartmatic USA Corp. Lawsuit Unknown
c/o Kishner Miller Himes P.C.
40 Fulton Street, 12th FLoor
New York, NY 10038-1850
15. US Dominion, Inc. Lawsuit Unknown
c/o Susman Godfrey LLP
1000 Louisiana Street
Suite 5100
Houston, TX 77002
SOUND INPATIENT: DoubleLine ISF Marks $3.7MM Loan at 83% Off
------------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $3,771,145 loan
extended to Sound Inpatient Physicians, Inc to market at $659,950
or 17% of the outstanding amount, as of September 30, 2023,
according to a disclosure contained in DoubleLine ISF's Form N-CSR
for the Fiscal year ended September 30, 2023, filed with the
Securities and Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 6.75%) to
Sound Inpatient Physicians, Inc. The loan accrues interest at a
rate of 12.12% per annum. The loan matures on June 6, 2026.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly owned subsidiaries and affiliated
companies. Sound's principal business is to provide hospitalist
services to hospitals and health plans designed to improve the
well-being of patients while reducing their associated costs
through the management of medical care. The company is primarily
owned by private equity sponsor Summit Partners and Optum Health.
STREAMLINE HEALTH: Financial Struggles Raise Going Concern Doubt
----------------------------------------------------------------
Streamline Health Solutions Inc. disclosed in a Form 10-Q Report
filed with the U.S. Securities and Exchange Commission for the
quarterly period ended October 31, 2023, that substantial doubt
exists about its ability to continue as a going concern.
To date, the Company has not generated sufficient revenues to allow
it to generate cash flow from operations. The Company has
historically accumulated losses and used cash from its financing
activities to supplement its operations. Further, the Company's
current forecast projects the Company will not be able to maintain
compliance with certain of its financial covenants under its
current credit agreement in the next 12 months. These conditions
raise substantial doubt about the ability of the Company to
continue as a going concern within the next 12 months.
In view of these matters, continuation as a going concern is
dependent upon the Company's ability to achieve cash from
operations and raise additional debt or equity capital to fund its
ongoing operations. The Company expects to generate positive
operating cash flow in the next two fiscal quarters based upon
executed contracts which it expects to be fully implemented.
As of October 31, 2023, the Company had approximately $9.75 million
of total outstanding debt associated with its term loan and
revolver, $1.25 million of which is classified as a current
liability. The Company is engaged in ongoing discussions with its
current banking partner, Western Alliance Bank, with whom it
maintains a good working relationship; however, the Company does
not have written or executed agreements as of the issuance of this
Form 10-Q. The Company's ability to refinance its existing debt is
based upon credit markets and economic forces that are outside of
its control. There can be no assurance the Company will be
successful in raising additional capital or that such capital, if
available, will be on terms that are acceptable to the Company.
For the three months ended October 31, 2023, the Company reported a
net loss of $11.9 million, compared to a net loss of $3.14 million
for the same period in 2022.
A full-text copy of the Form 10-Q is available at
http://tinyurl.com/mr2zp5np
About Streamline Health Solutions
Streamline Health Solutions, Inc. (NASDAQ: STRM), provides health
information technology solutions and services for hospitals and
health systems in the United States and Canada. It was founded in
1989 and is based in Alpharetta, Georgia.
As of October 31, 2023, the Company has $41.10 million in total
assets and $21.35 in total liabilities.
STRUCTURLAM MASS: Updates Liquidating Plan Disclosures
------------------------------------------------------
Structurlam Mass Timber U.S., Inc., et al., submitted a Revised
First Amended Combined Disclosure Statement and Chapter 11 Plan of
Liquidation dated December 14, 2023.
The Combined Disclosure Statement and Plan is a liquidating chapter
11 plan. The Combined Disclosure Statement and Plan provides that
upon the Effective Date: (i) Liquidating Trust Assets will be
transferred to the Liquidating Trust; and (ii) after completing all
of their fiduciary obligations, the Debtors will be dissolved.
Thereafter, the Liquidating Trust Assets will be administered and
distributed as soon as practicable pursuant to the terms of the
Combined Disclosure Statement and Plan and the Liquidating Trust
Agreement.
The Revised First Amended Combined Disclosure Statement and Plan
does not alter the proposed treatment for unsecured creditors and
the equity holder:
* Class 3A SMTU General Unsecured Claims total $99,780,470 and
will recover 21.1% of their claims. Each Holder of an Allowed SMTU
General Unsecured Claim will receive such Holder's Pro Rata share
of the SMTU Beneficial Interest in the Liquidating Trust and as
beneficiary of the Liquidating Trust will receive, on a
Distribution date, its Pro Rata share of net Cash derived from the
SMTU Beneficial Interest available for Distribution from the
Liquidating Trust on each such Distribution date as provided under
the Combined Disclosure Statement and Plan and Liquidating Trust
Agreement, as full and complete satisfaction of the Claims against
the Liquidating Trust. Class 3A is impaired.
* Class 3B SLP General Unsecured Claims total $80,687,555 and
will recover 0% of their claims. Each Holder of an Allowed SLP
General Unsecured Claim will receive such Holder's Pro Rata share
of the SLP Beneficial Interest in the Liquidating Trust and as
beneficiary of the Liquidating Trust will receive, on a
Distribution date, its Pro Rata share of net Cash derived from the
SLP Beneficial Interest available for Distribution from the
Liquidating Trust on each such distribution date as provided under
the Combined Disclosure Statement and Plan and Liquidating Trust
Agreement, as full and complete satisfaction of the Claims against
the Liquidating Trust. Class 3B is impaired.
* Class 3C SMTC General Unsecured Claims total $19,010,126 and
will recover 21.2% of their claims. Each Holder of an Allowed SMTC
General Unsecured Claim will receive such Holder's Pro Rata share
of the SMTC Beneficial Interest in the Liquidating Trust and as
beneficiary of the Liquidating Trust will receive, on a
Distribution date, its Pro Rata share of net Cash derived from the
SMTC Beneficial Interest available for Distribution from the
Liquidating Trust on each such distribution date as provided under
the Combined Disclosure Statement and Plan and Liquidating Trust
Agreement, as full and complete satisfaction of the Claims against
the Liquidating Trust. Class 3C is impaired.
The Combined Disclosure Statement and Plan provides for the
liquidation and distribution of all of the Debtors' assets. The
Debtors will be providing to the Liquidating Trust in excess of $20
million dollars in cash on the Effective Date for distributions to
creditors and for funding the Liquidating Trust to pursue all
Causes of Action. Accordingly, the Debtors believe all chapter 11
plan obligations will be satisfied without the need for further
reorganization of the Debtors.
"Released Parties" means, individually and collectively, in each
case solely in their capacities as such, each and all of: (a) the
Debtors; (b) the Debtors' current Professionals; (c) the Committee
and members of the Committee in their capacity as members of the
Committee; and (d) the Committee’s Professionals; with respect to
each of the foregoing identified in subsections (a) through (d),
including each and all of their respective direct and indirect
current and former Affiliates, subsidiaries, partners (including
general partners and limited partners), investors, managing
members, members, officers, directors, principals, employees,
managers, controlling persons, agents, attorneys, investment
bankers, Professionals, advisors, and representatives, each in
their capacity as such, but excluding all officers and directors of
the Debtors who were not serving in that capacity as of the
Effective Date, provided, however, that, for the avoidance of
doubt, "Released Parties" shall not include Walmart, Inc., or any
non-Debtor entity owned or controlled by, or otherwise affiliated
(including affiliated through control or financial interdependence)
with Walmart, Inc.
A full-text copy of the Revised First Amended Combined Disclosure
Statement and Plan dated December 14, 2023 is available at
https://urlcurt.com/u?l=UIXsGq from Kurtzman Carson Consultants,
LLC, claims agent.
Counsel to Debtors:
William E. Chipman, Jr., Esq.
Robert A. Weber, Esq.
Mark L. Desgrosseilliers, Esq.
Mark D. Olivere, Esq.
CHIPMAN BROWN CICERO & COLE, LLP
Hercules Plaza
1313 North Market Street, Suite 5400
Wilmington, DE 19801
Telephone: (302) 295-0191
Email: chipman@chipmanbrown.com
weber@chipmanbrown.com
desgross@chipmanbrown.com
olivere@chipmanbrown.com
About Structurlam Mass Timber U.S.
Structurlam Mass Timber U.S., Inc. -- http://structurlam.com/-- is
a North American provider of mass timber solutions for construction
and industrial markets in Canada and the U.S. Established in 1962,
Structurlam is based in Penticton, British Columbia and has mass
timber production facilities in Canada and the U.S.
After reaching a deal with Mercer International Inc. to sell assets
in British Columbia and Arkansas for US$60 million, Structurlam and
certain of its affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 23-10497) on April 21, 2023. The Debtors also
have sought recognition of the Chapter 11 proceedings in the
Supreme Court of British Columbia.
Structurlam Mass Timber estimated assets and debt of $100 million
to $500 million as of the bankruptcy filing.
Judge Craig T. Goldblatt oversees the Debtors' Chapter 11 cases.
The Debtors tapped Chipman Brown Cicero & Cole, LLP and Potter
Anderson Corroon, LLP as bankruptcy counsels; Paul Hastings, LLP as
special counsel; Gowling WLG as Canadian counsel; Alvarez & Marsal
Canada, Inc. as financial advisor; and Stifel, Nicolaus & Company,
Incorporated and Miller Buckfire & Co., LLC as investment bankers.
Kurtzman Carson Consultants, LLC is the claims and noticing agent
and administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors in the Debtors' Chapter 11 cases.
The committee hired Buchalter, P.C. and Morris, Nichols, Arsht &
Tunnell, LLP as bankruptcy counsels; Goodmans, LLP as Canadian
counsel; and Dundon Advisers, LLC as financial advisor.
TICOAT INC: Gets OK to Tap Russell Gary Small as Bankruptcy Counsel
-------------------------------------------------------------------
TiCoat, Inc. received approval from the U.S. Bankruptcy Court for
the District of Connecticut to employ The Law Office of Russell
Gary Small, PC as its counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the rights, duties and powers
of the Debtor in this Chapter 11 case;
(b) assist and advise the Debtor with respect to financial
agreements, debt restructuring, cash collateral orders and other
financial transactions;
(c) advise the Debtor regarding the treatment of creditors;
(d) advise the Debtor as to legal actions to determine the
validity of certain claims;
(e) prepare legal documents;
(f) counsel the Debtor in connection with all aspects of
preparing and confirming a plan of reorganization and related
documents; and
(g) perform all other legal services as may be necessary in
this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Russell Gary Small, Esq. $350
Staff $65
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a retainer of $14,000
from the Debtor.
Mr. Small disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Russell G. Small, Esq.
Law Office of Russell Gary Small, PC
3715 Main St., Suite 406
Bridgeport, CT 06606
Telephone: (203) 396-0100
Facsimile: (203) 396-0050
Email: russell@rgsmall.com
About TiCoat Inc.
TiCoat, Inc. is a manufacturer of surface cleaner and deodorizing
technology in North Windham, Conn.
TiCoat filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Conn. Case No. 23-20736) on Sept. 15,
2023. In the petition signed by Todd Hodrinsky, chief executive
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge James J. Tancredi oversees the case.
The Law Office of Russell Gary Small, PC represents the Debtor as
bankruptcy counsel.
TICOAT INC: Unsecureds Will Get 2.5% of Claims over 60 Months
-------------------------------------------------------------
TiCoat, Inc., filed with the U.S. Bankruptcy Court for the District
of Connecticut a Plan of Reorganization for Small Business dated
December 14, 2023.
The Debtor was formed on or about November 19, 2020 as a C
Corporation. The nature of the Debtor's business is the manufacture
and sale of commercial long lasting surface cleaning products.
The founder and current acting CEO of the Debtor is Todd Hodrinsky.
The reason the Debtor filed this voluntary Chapter 11 petition is
to reorganize its financial affairs after financial mismanagement
caused by its formed Chief Executive Officer.
The Debtor is current on all post-petition obligations and has
accrued approximately $25,000.00 as of December 13, 2023
demonstrating the Debtor's ability to fund the plan. Based on an
estimated effective date of on or before March 1, 2024, the final
Plan payment is expected to be paid on or before March 1, 2029 or
60 months after the effective date.
This Plan of Reorganization proposes to pay the creditors of TiCoat
from investments and sales.
Class 2 consists of General Non-priority Unsecured Claims. General
unsecured claims in the amount of $855,251.54 will receive a pro
rata distribution in an amount not less than 2.5% ($18,535.72) of
their Allowed Claims over 60 months commencing the month after the
confirmation of this Plan.
All shares on the effective date shall be surrendered to TiCoat for
reissuance upon such terms and conditions as are fair and equitable
by TiCoat.
The Debtor intends to fund all Plan payments through its cash
reserves, investors and from revenues generated from its normal
business operations.
A full-text copy of the Plan of Reorganization dated December 14,
2023 is available at https://urlcurt.com/u?l=39bEbB from
PacerMonitor.com at no charge.
Debtor's Counsel:
Russell G. Small, Esq.
LAW OFFICE OF RUSSELL GARY SMALL, P.C.
3715 Main St., Suite 406
Bridgeport, CT 06606
Tel: (203) 396-0100
Fax: (203) 396-0050
Email: russell@rgsmall.com
About TiCoat Inc.
TiCoat, Inc. is a manufacturer of surface cleaner and deodorizing
technology in North Windham, Conn.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Conn. Case No. 23-20736) on Sept. 15,
2023, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Todd Hodrinsky, chief executive officer,
signed the petition.
Russell G. Small, Esq., at the Law Office of Russell Gary Small,
P.C. represents the Debtor as bankruptcy counsel.
TMK HAWK: S&P Downgrades ICR to 'CC', Outlook Negative
------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on TMK Hawk
Parent Corp. (TriMark) to 'CC' from 'CCC', its issue-level rating
on its tranche A term loan to 'CCC' from 'B-', its issue-level
rating on its tranche B term loan to 'CC' from 'CCC', and its
issue-level rating on its second-lien term loan to 'C' from 'CC'.
S&P said, "The negative outlook indicates that we could lower our
ratings if the company completes a restructuring that we view as a
default or tantamount to a default.
"The downgrade reflects TriMark's announcement that it has entered
into an agreement to pursue a transaction that would substantially
deleverage its balance sheet. The company will announce the final
terms of the transaction at completion, and we expect to consider
the restructuring to be a default or selective default across one
or more of its debt issues. As part of the transaction, the company
expects to receive $350 million of new equity investment to fund
growth and de-leverage the balance sheet. Upon completion of the
proposed transaction, we will likely raise our issuer credit rating
depending on the company's final debt structure and maturity
profile. TriMark ended the third quarter with roughly $718 million
of super-priority term loan debt maturing in 2024 and $235 million
of second-lien term loan debt maturing in 2025 and a capital
structure that we consider unsustainable.
"The negative outlook reflects that we will likely downgrade
TriMark to 'SD' (selective default) upon the completion of its
restructuring because we will likely view the transaction as
distressed. We also expect to lower our issue-level ratings on one
or more of the company's rated debt issues to 'D' upon the close of
the transaction."
TriMark is a foodservice equipment and supplies (FE&S) distributor
in North America. It provides equipment for replacements, remodels,
and new builds; tableware, disposables, cleaning supplies, and
other small wares; leases for ice machines and commercial
refrigeration equipment; and space design solutions for kitchens,
dining areas, and exteriors. The company generates about two-thirds
of its revenue from equipment sales and the remainder from supply
sales. About half of the company's equipment sales are replacement
driven and most of its supplies sales are recurring. TriMark is
owned by financial sponsors Centerbridge Partners L.P. and
Blackstone.
S&P said, "Governance factors are a negative consideration in our
credit rating analysis. Our highly leveraged assessment of the
company's financial risk profile reflects that its corporate
decision-making prioritizes the interests of its controlling
owners, in line with our view of most rated entities owned by
private-equity sponsors. Our assessment also reflects
private-equity owners' generally finite holding periods and focus
on maximizing shareholder returns."
TRAEGER INC: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on Salt Lake
City-based outdoor grill manufacturer Traeger Inc., including its
'CCC+' issuer credit rating, and revised its outlook to positive
from negative.
S&P said, "We also revised our liquidity assessment on the company
to adequate from less than adequate, reflecting its positive free
cash flow generation and sufficient liquidity sources to fund next
key selling season's working capital needs.
"The positive outlook reflects the possibility that we could raise
our ratings on Traeger over the next 12 months if the company can
at least sustain credit metrics at current levels, including debt
to EBITDA in the 7x area, EBITDA interest coverage over 1.5x, and
positive free cash flow despite continued weak demand for grills.
"We believe Traeger has weathered the worst of the grill industry's
cyclical downturn post- COVID-19 pandemic, and its metrics have
improved significantly over the last several months.
"The company's S&P Global Ratings-adjusted leverage for the 12
months ended Sept. 30, 2023, was 7.5x, which was a significant
improvement from its peak of 16.8x in early 2023 and better than
our previous expectation of elevated leverage near 10x.
Furthermore, the company's revenue reverted to growth this quarter
following several quarters of double-digit percent declines due to
inventory destocking at retailers. Its EBITDA interest coverage
ratio for the 12 months ended Sept. 30, 2023, also improved to 1.8x
from the low 1.0x area in prior quarters.
"Traeger's liquidity position is improving from positive free cash
flow generation, but we believe the cushion on its triggering
leverage covenant could be tight if triggered over the next few
quarters.
"We view the company's ability to maintain its accounts receivable
facility (AR) that matures in June 2025 through the severe cyclical
downturn positively. However, we still believe it needs to rely on
this facility for working capital funding given the likelihood of a
tight covenant cushion if it funds working capital needs with its
$125 million revolving credit facility maturing in 2026.
"The company exited its covenant relief period on this facility on
June 30, 2023. Its first-lien net leverage covenant reverts to 6.2x
from 8.5x if the company draws more than 35% on its revolver. While
we currently forecast a covenant cushion close to 15% at the end of
2023 from sequential EBTIDA growth and add-backs to
covenant-defined EBITDA, we project its cushion could tighten well
below 10% in 2024 if Traeger draws on its revolver to fund working
capital instead of its AR facility.
"Moreover, we believe the company's seasonal working capital needs
exceed the 35% threshold on the revolver commitment, which would
trigger the covenant without AR facility access. Although not our
base-case assumption, the company's liquidity position could become
constrained in the unlikely event that it loses access to its AR
facility. Therefore, despite credit metrics that could support a
higher rating, the ratings upside remains constrained until a more
favorable EBITDA rebound than currently forecasted takes hold,
expanding the covenant cushion, or from longer-term committed
borrowing capacity (including extending the AR facility beyond 2025
in mid-2024).
"We believe Traeger performed better than peers during the severe
downturn, and its brands continue to resonate well with customers
with new product innovations and pellet replenishment.
"We project flat revenue for the company in 2024 despite our view
that industrywide demand will remain challenged as pull-forward
demand during the pandemic will keep any future industry rebound
from taking hold over the next year. In addition, consumers
continue to spend on travel and out-of-home entertainment, while
consumer savings from the fiscal stimulus reverted back to
prepandemic levels, which will likely pressure discretionary demand
next year.
"Still, we estimate that the company's lower-priced accessories and
less discretionary pellets and food consumables currently account
for over 50% of its overall revenue and will help stabilize
revenues. Consumers' willingness to spend on Traeger's
smaller-ticket items during this time also indicates that its brand
continues to resonate with well consumers. Once consumer demand for
more at-home discretionary purchases returns, we believe the
company will be well positioned to resume above-average industry
growth, which we currently anticipate will not occur until 2025.
"We believe Traeger's recent product recall will not materially
weaken brand equity but will moderately pressure its EBITDA over
the next 12 months.
"We believe the company's recently announced voluntary recall of
its Flatrock Griddle will hinder its credit metrics for 2023, but
longer-term impact will be limited. The company estimated a $3
million-$4 million EBITDA impact from the recall, which we believe
will not derail it from maintaining credit metrics consistent with
our base-case forecast.
"We expect the company will effectively manage the remediation of
this product recall, which primarily relates to a small minority of
its product being manufactured with a mislabeled burner control
knob. Traeger has received 57 reports of the flame adjustment knob
being incorrectly labelled, and no fires or injuries have been
reported. As such, we currently do not believe this recall will
impair the company's brand equity in the long term.
"The positive outlook reflects the possibility that we could raise
our ratings on Traeger over the next 12 months if it can sustain
its credit metrics at current levels, with S&P Global adjusted debt
to EBITDA in the 7x area, EBITDA interest coverage of more than
1.5x, and positive free cash flow despite continued challenging
consumer demand for grills."
S&P could upgrade its ratings on Traeger if it sustains leverage in
the mid-7x area and its EBITDA interest coverage remains well above
1.5x while it generates positive free operating cash flow (FOCF).
This could occur if:
-- The company maintains sufficient borrowing availability to fund
seasonal working capital needs, including extending its AR facility
beyond 2025;
-- It continues to manage its cost structure and inventory
prudently in a challenging demand environment; or
-- Consumer demand for grills improves well beyond S&P's current
expectations.
S&P could downgrade Traeger if its EBITDA interest coverage ratio
approaches 1x with negative FOCF generation or its liquidity
position becomes further constrained. This could occur if:
-- The company loses access to its AR facility and tight covenants
prevent the company from accessing enough liquidity to fund
seasonal working capital;
-- The company cannot effectively manage its cost structure and
inventory over the next 12 months;
-- The impact of its Flatrock product recall is worse that S&P is
currently expecting; or
-- The economy worsens and consumer demand for large discretionary
items is lower than its current expectations.
TRAXCELL TECHNOLOGIES: Litigation Proceeds to Fund Plan
-------------------------------------------------------
Traxcell Technologies, LLC, filed with the U.S. Bankruptcy Court
for the Western District of Texas a Second Plan of Reorganization
dated December 18, 2023.
Debtor is the owner of twelve United States Patents that own Claims
on essential cellular telephone technology.
Traxcell's twelve Patents focus on two major areas; #1) the
"Network Tuning Patents" that help the cell phone carriers to
"tune" their wireless network to improve call quality while
lowering costs, by reducing the number of dropped calls and at the
same time save the phone carriers billions of dollars yearly by
reducing the number of required antennas and network engineers to
optimize the wireless network, and #2) Traxcell's "Navigation
Patents" help improving driving navigation for all Americans (and
the world) by enabling the cell phone user to avoiding traffic jams
and finding the fastest driving rout by using Traxcell's Patented
navigation technology.
These groundbreaking inventions were created by Traxcell's Founder
and Member/Manager, Mark "Jeff" Reed, and his Co-Inventor, Steve
Palik, in 2001 and 2002. During this time, Reed and Palik filed 9
US Provisional Patent Applications within a 12-month period, and
these nine Patent Applications were combined into a single Patent
Application at the end of 2002.
From 2019 through 2023, Traxcell has generated over $3,500,000.00
in gross revenue from licensing its patented technology to
companies like AT&T, Cisco Systems, Motorola, Uber, and others who
have compensated Traxcell for its Patents. However, several
infringers refuse to pay Traxcell, and lawsuits are still pending
against these companies with an estimated value of over three
billion dollars that is potentially owed to Traxcell. These
infringers include Verizon Communications, Sprint/T-Mobile, Nokia,
Lyft, and others who are earning and saving billions of dollars
from Traxcell's inventions without paying Traxcell.
This bankruptcy was filed to prevent the seizure and sale of the
Traxcell patents before the litigation was finished. Currently
there are 10 cases pending.
Class 2 consists of Judgment Unsecured Claims over $100,000. All
claims against these creditors shall be preserved and litigated as
will the claims of these creditors against Traxcell. The litigation
shall continue normally. These claims shall not be paid until there
is judgement from a court with jurisdiction to issue it that is
final. Traxcell offers the Collective Regular Judgmental Unsecured
Claims a choice:
Verizon
First Choice. If Verizon makes the first choice (and if Traxcall
shall owe the money to Verizon), it shall receive patent numbers
and all rights of action US9642024 (Tuning System- expired – five
years of action left); US9510320 (Tuning System - expired – five
years of action left). The patents shall be delivered within three
weeks of the choice, without warrant or warranty of any kind. Once
the choice is made it may not be revoked or changed. The delivery
of the patents shall mean that T-Mobile is fully paid, it withdraws
all of its claims against the estate and makes no further demand,
each party will voluntarily withdraw all pleadings that have been
filed in any court and T-Mobile shall have no further interest in
this bankruptcy.
Second Choice. If Verison makes the second choice, it will receive,
as of the effective date of the plan, property that is not less
than the amount that it would receive if the Debtor were liquidated
under Chapter 7. Namely, it would receive an interest in the
patents which is equal to the interest which it had on September
19, 2023. During the time in which the creditor is paid, the
attorney's fee shall be 25% plus expenses, plus 10% for the owner.
After the creditor is paid, the fee shall return to its contract
rate and the attorney may receive an additional amount that is
equal to the amount of his fees that he paid the creditor. If the
Court feels that more time is required, it may extend the time
indefinitely but not more than 5 years.
Mobile
First Choice. If T-Mobile makes the first choice (and if Traxcell
shall owe the money to T-Mobile), it shall receive patent numbers
and all rights of action US8977284 (Tuning System- November 14,
2024 - 7 years of action left); US9549388 (Navigation - expired - 5
years of action left), US9510320 (Tuning System - expired – 5
years of action left); US9888353 (Location- expired - 5 years of
action left). The patents shall be delivered within three weeks of
the choice, without warrant or warranty of any kind. Once the
choice is made it may not be revoked or changed. The delivery of
the patents shall mean that T-Mobile is fully paid, it withdraws
all of its claims against the estate and makes no further demand,
each party will voluntarily withdraw all pleadings that have been
filed in any court and T-Mobile shall have no further interest in
this bankruptcy.
Second Choice. If T-Mobile makes the second choice, it will
receive, as of the effective date of the plan, property that is not
less than the amount that it would receive if the Debtor were
liquidated under Chapter 7. Namely, it would receive an interest in
the patents which is equal to the interest which it had on
September 19, 2023. During the time in which the creditor is paid,
the attorney's fee shall be 25% plus expenses, plus 10% for the
owner. After the creditor is paid, the fee shall return to its
contract rate and the attorney may receive an additional amount
that is equal to the amount of his fees that he paid the creditor.
If the Court feels that more time is required, it may extend the
time indefinitely but not more than 5 years.
Class 3 consists of Judgment Unsecured Claims less than $100,000. A
class 3 Judgment Unsecured Claim less than $100,000 is a claim that
is founded upon a judgment. There is one class 3 Judgment Unsecured
Claim less than $100,000 and that claim is Nokia. Payment of this
class shall constitute payment in normal course. This claim shall
not be paid until there is judgement from a court with the
jurisdiction to issue it that is final. The Nokia claim shall be
paid within five years with 5% interest with payments that shall
begin on 30 days after confirmation or after a final judgment,
whichever is later.
Class 4 consists of Other Unsecured Claims. Other unsecured claims
shall be paid when due according to their terms. The claims of AiPi
and Hicks Thomas shall not be paid.
Mark Reed and Joyce Reed are the sole Member/Managers of Traxcell
Technologies. They shall continue as Member/Managers of Traxcell
Technologies and continue as owners of Traxcell Technologies.
A projection of income is a guess of the amount of future income
that will be produced by the debtor. If Traxcell is successful in
only some of its litigation it is probable that it will ample funds
to pay all debts.
A full-text copy of the Second Plan of Reorganization dated
December 18, 2023 is available at https://urlcurt.com/u?l=UtlRDV
from PacerMonitor.com at no charge.
About Traxcell Technologies
Traxcell Technologies LLC provides innovative location-based
technology.
Traxcell Technologies LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10771) on
September 19, 2023. In the petition filed by Jeff Reed, as owner,
the Debtor reports estimated assets up to $50,000 and estimated
liabilities between $1 million and $10 million.
The Honorable Bankruptcy Judge Shad Robinson oversees the case.
The Debtor is represented by Charles R. Chesnutt, Esq. at Charles
R. Chesnutt, P.C.
UNITED BRANDS: Seeks to Hire ILCT as Special Trademark Counsel
--------------------------------------------------------------
United Brands Products Design Development & Marketing, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of California to employ ILCT Ltd. as special trademark counsel.
The firm will assist the Debtor to assert and protect the "Whip-It"
trademark in Thailand. This includes handling a pending dispute
with Actron Industries Inc., a Philippines company, that has made
application in New Zealand to trademark "Whippit" for use with
instant non-dairy whipping cream.
The hourly rates of the firm's counsel and staff are as follows:
Juthajit Sriprasart $250
Veerapat Patanachotikul $150
Associates $390 - $490
Executives (Senior) $290 - $360
Executives (Intermediate) $220 - $290
Executives (Under 18 months) $165 - $220
Paralegals $165 - $235
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm holds no retainer.
Juthajit Sriprasart, a partner at ILCT, 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:
Juthajit Sriprasart
ILCT Ltd.
Sathorn City Tower, 18th Floor
175 South Sathorn Road
Tungmahamek, Sathorn
Bangkok 10120, Thailand
Telephone: 66 (0) 2679–6005
Facsimile: 66 (0) 2679–6041
Email: law@ilct.co.th
About United Brands Products Design
Development & Marketing
United Brands Products Design Development & Marketing, Inc., doing
business as Whip-It!, is a manufacturer of dispensers and chargers
in South San Francisco, Calif.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-30604) on Sept. 5, 2023, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Nesser David
Zahriya, president, signed the petition.
Judge Hannah L. Blumenstiel oversees the case.
The Debtor tapped Michael W. Malter, Esq., at Binder & Malter, LLP
as legal counsel and James C. Morris, Esq., at Gordon Rees Scully
Mansukhani, LLP as special litigation counsel. Verso Law Group, AJ
Park Law Limited, and ILCT Ltd. serve as trademark counsels.
VTV THERAPEUTICS: Receives Another Noncompliance Notice From Nasdaq
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vTv Therapeutics Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it received a letter from
The Nasdaq Stock Market LLC notifying the Company that it is not in
compliance with the requirement of Nasdaq Listing Rule 5550(b)(2)
because the Company's listed securities have been below the
required market value of listed securities (MVLS) of $35 million
for the 30 consecutive business days prior to Dec. 13, 2023.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company
has 180 calendar days, or until June 10, 2024, to regain compliance
with Nasdaq Listing Rule 5550(b)(2). Compliance can be achieved
without further action by the Company if the Company's MVLS closes
at $35 million or more for a minimum of 10 consecutive business
days at any time during the 180-day compliance period. If the
Company does not regain compliance during such period, subject to
an appeals process, the Company's Class A Common Stock will be
subject to delisting and may be removed from The Nasdaq Capital
Market.
The Company intends to actively monitor the MVLS and is currently
evaluating its available options to regain compliance with Nasdaq
Listing Rule 5550(b)(2). There can be no assurance that the
Company will regain compliance with the minimum MVLS or maintain
compliance with any of the other Nasdaq continued listing
requirements.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical stage biopharmaceutical company
focused on developing oral, small molecule drug candidates. vTv
has a pipeline of clinical drug candidates led by cadisegliatin
(TTP399), a potential adjunctive therapy to insulin for the
treatment of type 1 diabetes. vTv's development partners are
pursuing additional indications in type 2 diabetes, chronic
obstructive pulmonary disease, renal disease, primary mitochondrial
myopathy, and glioblastoma and other cancers and cancer
treatment-related conditions.
vTv Therapeutics reported a net loss attributable to the Company of
$19.16 million for the year ended Dec. 31, 2022, compared to a net
loss attributable to the Company of $12.98 million for the year
ended Dec. 31, 2021. As of March 31, 2023, the Company had $28.83
million in total assets, $28.42 million in total liabilities,
$19.60 million in redeemable noncontrolling interest, and a total
stockholders' deficit of $19.19 million.
Raleigh, North Carolina-based Ernst & Young LLP, the Company's
auditor since 2000, issued a "going concern" qualification in its
report dated March 6, 2023, citing that the Company has not
generated any product revenue, has not achieved profitable
operations, has insufficient liquidity to sustain operations and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
WASHINGTON PRIME: S&P Withdraws 'CCC+' LT Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings withdrew its 'CCC+' long-term issuer credit
rating on real estate operator Washington Prime Group LLC (WPG), as
well as its 'B-' issue level rating on the company's $1.1 billion
exit credit facility due to a lack of sufficient information. The
outlook was negative at the time of the withdrawal.
Despite repeated attempts, we have not been able to obtain -- nor
do S&P expects to obtain -- sufficient information on WPG's
financials to maintain surveillance of the ratings in accordance
with its applicable criteria and policies. Therefore, S&P is no
longer able to provide surveillance on the company's ratings.
WESTLAKE SURGICAL: Seeks to Tap Stout Capital as Investment Banker
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Westlake Surgical, LP, doing business as the Hospital at Westlake
Medical Center, seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to employ Stout Capital, LLC as
investment banker.
The Debtor requires legal counsel to:
(a) assist in the development and distribution of selected
information, documents, and other materials;
(b) assist the Debtor in evaluating indications of interest
and proposals regarding any transactions from current or potential
lenders, equity investors, acquirers and strategic partners;
(c) assist the Debtor with the negotiation of any
transactions;
(d) provide expert advice and testimony regarding financial
matters related to any transactions;
(e) attend meetings of the Debtor's management, creditor
groups, official constituencies, and other interested parties, as
the Debtor and the firm mutually agree; and
(f) provide such other financial advisory and investment
banking services as may be required by additional issues and
developments.
The firm will be compensated as follows:
(a) an initial fee of $50,000;
(b) a monthly fee of $50,000;
(c) a restructuring transaction fee of $750,000;
(d) a sale transaction fee upon the closing of a sale, based
on the Aggregate Gross Consideration (AGC) equal to 500,000 up to
and including a Sale Transaction yielding $10,000,000 in AGC, plus
3 percent of any incremental proceeds above $10,000,000;
(e) a financing transaction fee upon the closing of a
financing transaction equal to the sum of: (i) 2 percent of the
gross proceeds of any senior secured indebtedness raised or
committed; (ii) 3 percent of the gross proceeds of any indebtedness
raised or committed that is secured by a lien (other than first
lien), is unsecured and/or is subordinated; and (iii) 6 percent of
the gross proceeds of all equity or equity-linked securities placed
or committed;
(f) reimbursement for expenses incurred.
Michael Krakovsky, a managing director at Stout Capital, 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:
Michael Krakovsky
Stout Capital, LLC
10100 Santa Monica Boulevard, Suite 1050
Los Angeles, CA 90067
Telephone: (310) 601-2300
Facsimile: (866) 855-5135
Email: mkrakovsky@stout.com
About Westlake Surgical
The Hospital at Westlake Medical Center is a physician-owned
boutique hospital in Westlake Hills, Texas, a suburb of Austin.
Guided by an unwavering commitment to delivering quality healthcare
services in a comfortable setting, its core service areas include
surgical procedures, outpatient radiology, and a 24/7 emergency
room.
Westlake Surgical, LP, doing business as The Hospital at Westlake
Medical Center, sought Chapter 11 protection (Bankr. W.D. Texas
Case No. 23-10747) on Sept. 8, 2023.
The Honorable Shad Robinson is the case judge.
The Debtor tapped Hayward, PLLC as legal counsel and Stout Capital,
LLC as investment banker. Donlin, Recano & Company, Inc. is the
claims agent.
eCapital Healthcare Corp., the DIP lender, is represented by Foley
& Lardner, LLP.
WH INTERMEDIATE: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
U.S.-based WH Intermediate LLC (WHP Global).
S&P said, "At the same time, we affirmed our 'B' issue-level
ratings on the company's existing $50 million revolver due 2026,
$450 million first-lien term loan due 2027, and now $295 million
incremental first-lien term loan due 2027 (increased from $175
million). The recovery rating remains '3', indicating our
expectation for meaningful recovery (50%-70%; rounded estimate:
55%) in the event of a default."
WHP Global completed its acquisition of a majority stake in Dutch
fashion brand G-Star RAW (G-Star).
S&P said, "The stable outlook reflects the company will continue to
successfully manage and develop its acquired brands, and we expect
leverage will remain above 5x due to additional debt-funded
acquisitions and shareholder distributions given the company's
acquisitive growth strategy and financial-sponsor ownership.
"The ratings affirmation reflects our expectation for leverage in
the high-4x range, despite a meaningful increase in debt as the
company pursues its acquisitive growth strategy.
"Though the company is increasing its overall debt burden, we
estimate pro forma leverage will modestly increase to about 4.7x as
of the end of fiscal 2023 from about 4.3x for the 12 months ended
Sept. 30, 2023, given EBITDA contribution from its newly acquired
brands this year and organic growth from its existing brands.
"The company received $375 million in the form of an equity
investment from Ares in March 2023. We estimate the company will
have around $52 million of cash pro forma the transaction, which
will most likely support near-term acquisitions. However, we expect
the company to continue to raise more debt in conjunction with
pursuing potential acquisitions.
"We believe the incremental debt illustrates the company's
aggressive financial policies that include an acquisitive growth
strategy. Historically, the company has completed around one to two
acquisitions annually, ranging from small to large brands. However,
the company's latest joint venture with Express has provided
opportunity to take on more acquisitions every year and acquire
brands with large retail sales. Specifically, the joint venture
provides the company with a dedicated retail operating partner such
that WHP Global will own the intellectual property of brands
acquired through this partnership while Express will assume the
related operating assets and liabilities (while entering into an
exclusive long-term licensing agreement with one another). This
comes at a time of ongoing macroeconomic challenges specifically
for the consumer sector, which may create an abnormal number of
portfolio opportunities in the short to medium term. Therefore, we
estimate the company will spend at least $200 million on
acquisitions annually."
The G-Star acquisition emphasizes the company's long-term focus on
portfolio growth and international expansion, though execution of
this strategy is to be seen.
G-Star is a Dutch denim-led apparel and sportswear brand, with a
majority of its sales based in Europe. The brand was founded in
1989 and has a notable digital presence through e-commerce and
online wholesale. Under the terms of the acquisition, the company
will purchase 77.5% of the G-Star brand and simultaneously purchase
40% of the operating company. Also, founder Jos van Tilburg and
existing G-Star shareholders will retain minority stakes in the
brand. Notably, G-Star is WHP Global's largest European acquisition
to date, following its late fiscal 2021 acquisition of
Italian-based sports clothing manufacturer Lotto for about $65
million.
S&P said, "We expect G-Star's integration will follow the company's
typical licensing strategy, and we believe the acquisition will
deepen the company's category penetration into denim, while
complementing its existing brands William Rast and Joe's Jeans.
Furthermore, the brand will serve as an immediate European
operating partner, enabling the company to better compete for
future international brand acquisitions."
However, the company has yet to develop a track record of managing
international brands, and the company's strategic playbook for
growing its American brands may not result in the same success
internationally. Additionally, scaling the G-Star brand in the U.S.
may prove challenging, as its popularity mostly resides with
European consumers. Overall, the G-Star acquisition presents
compelling growth opportunities but with marketing hurdles to
overcome.
Including the G-Star acquisition, the company has completed over
$400 million of acquisitions this year, including the Express
partnership and Bonobos acquisition in January and May 2023,
respectively. S&P said, "As such, we expect pro forma revenue will
increase by nearly 80% to over $230 million in 2023. We note that
the company's overall size remains small relative to its direct
competitor Authentic Brands Group, which holds a similar business
model and bids for the same acquisition targets."
WHP Global's asset-lite business model has allowed for good cash
flow generation, predictable revenue streams, and EBITDA margins
near 70%.
The company's business model requires minimal working capital and
operating expenses, while ensuring predictable revenue streams
through guaranteed minimum royalties from its owned brands in
exchange for licensing rights. The model is also based on the
company providing management and marketing strategies for its
licensees. Specifically, the company is responsible for introducing
new categories, channels, and geographies to its owned brands (for
example, the Toys "R" Us partnership with Macy's). As a result, the
company typically sees high margins given that its licensees hold
all the inventory and assume other risks normally associated with
traditional retail. S&P said, "Therefore, we forecast EBITDA
margins will be at least 70% through fiscal 2025 due to continued
organic growth and future brand acquisitions. Additionally, low
capital expenditures (capex) will support good reported free
operating cash flow (FOCF) generation of approximately $87 million
in 2023. However, we expect the company will generate lower
reported FOCF of roughly $79 million in 2024 from higher working
capital usage during the year."
The stable outlook reflects the company will continue to
successfully manage and develop its acquired brands, and S&P
expects leverage will remain above 5x due to additional debt-funded
acquisitions and shareholder distributions given the company's
acquisitive growth strategy and financial-sponsor ownership.
S&P could lower its ratings if leverage increases and remains above
6.5x. This could occur if WHP Global:
-- Adopts an increasingly aggressive financial policy by funding
large, debt-financed acquisitions or dividends; or
-- Cannot generate expected levels of royalty income due to
difficulties in integrating recent acquisitions or failure to renew
some of its key licenses.
Although unlikely over the next year, given WHP Global's
financial-sponsor ownership and its strategy of augmenting growth
through acquisitions, S&P could raise its ratings if:
-- The company reduces and sustains leverage below 5x as a result
of organic growth and repaying debt with cash flows; and
-- The company demonstrates a commitment to a financial policy
consistent with maintaining leverage below 5x.
WHAT ABOUT US: Seeks to Hire Toni Campbell Parker as Legal Counsel
------------------------------------------------------------------
What About Us Home Health Care, Inc. 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 $10,262 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 What About Us What About Us In Home
What About Us In Home Health Care, Inc. filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn.
Case No. 23-25733) on Nov. 21, 2023, with up to $50,000 in assets
and $1 million to $10 million in liabilities. Nakita Cannady,
president and chief executive officer, signed the petition.
Judge Denise E. Barnett oversees the case.
Toni Campbell Parker, Esq., represents the Debtor as bankruptcy
counsel.
WWEX UNI: DoubleLine ISF Marks $490,000 Loan at 15% Off
-------------------------------------------------------
DoubleLine Income Solutions Fund has marked its $490,000 loan
extended to WWEX UNI TopCo Holdings LLC to market at $417,725 or
85% of the outstanding amount, as of September 30, 2023, according
to a disclosure contained in DoubleLine ISF's Form N-CSR for the
Fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine ISF is a participant in a Senior Secured Second Lien
Term Loan (3 Month Secured Overnight Financing Rate + 7.26%, 0.75%
Floor) to WWEX UNI TopCo Holdings LLC. The loan accrues interest at
a rate of 12.65% per annum. The loan matures on July 26, 2029.
DoubleLine Income Solutions Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund.
WWEX UNI Topco Holdings, LLC, headquartered in Dallas, Texas, is a
non-asset based third party logistics services provider to a wide
array of end-markets and customers. The company is owned by private
equity sponsors, CVC Capital Partners, Providence Equity Partners,
PSG, Ridgemont Equity Partners and management.
WWEX UNI: DoubleLine Yield Marks $165,000 Loan at 15% Off
---------------------------------------------------------
DoubleLine Yield Opportunities Fund has marked its $165,000 loan
extended to WWEX UNI TopCo Holdings LLC to market at $140,663 or
85% of the outstanding amount, as of September 30, 2023, according
to a disclosure contained in DoubleLine Yield's Form N-CSR for the
Fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
DoubleLine Yieldis a participant in a Senior Secured Second Lien
Term Loan(3 Month Secured Overnight Financing Rate + 7.26%, 0.75%
Floor) to WWEX UNI TopCo Holdings LLC. The loan accrues interest at
a rate of 12.65% per annum. The loan matures on July 26, 2029.
DoubleLine Yield Opportunities Fund was formed as a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended, and originally classified as a
non-diversified fund. The Fund is currently operating as a
diversified fund. The Fund was organized as a Massachusetts
business trust on September 17, 2019 and commenced operations on
February 26, 2020. The Fund is listed on the New York Stock
Exchange under the symbol "DLY".
WWEX UNI Topco Holdings, LLC, headquartered in Dallas, Texas, is a
non-asset based third party logistics services provider to a wide
array of end-markets and customers. The company is owned by private
equity sponsors, CVC Capital Partners, Providence Equity Partners,
PSG, Ridgemont Equity Partners and management.
*********
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