/raid1/www/Hosts/bankrupt/TCR_Public/231227.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, December 27, 2023, Vol. 27, No. 360
Headlines
1395 STANLEY: Seeks to Hire Shiryak Bowman as Bankruptcy Counsel
1397 STANLEY: Seeks to Hire Shiryak Bowman as Bankruptcy Counsel
5703 9TH: Unsecured Creditors Unimpaired in Plan
ABERDEEN ENTERPRISES: Taps Holland & Knight as Special Tax Counsel
ACJK INC: Jan. 30, 2024 Plan Confirmation Hearing Set
AIR INDUSTRIES: Registers Additional 250K Shares Under Equity Plan
AMMACORE INC: Hires Hudson Lambert Parrott as Special Counsel
AMYRIS INC: Cleared to Sell Its Celebrity Brands
ANAGRAM HOLDINGS: Committee Taps Lowenstein Sandler as Counsel
ANAGRAM HOLDINGS: Committee Taps Munsch Hardt Kopf as Co-Counsel
ANCHOR HOMES: Seeks to Hire Oliver & Cheek PPLC as Legal Counsel
ARTEX INC: Seeks to Hire Scura Wigfield as Bankruptcy Counsel
BARNES & NOBLE: Amends Credit Agreement With BofA
BCP V EVERISE: Moody's Rates New $175MM First Lien Term Loan 'B3'
BENGAL FIVE: Hires Scarborough & Fulton as Bankruptcy Counsel
BIRMINGHAM-SOUTHERN COLLEGE: Moody's Withdraws Caa2 Issuer Rating
BRINK'S COMPANY: Fitch Affirms 'BB+' IDR & Alters Outlook to Stable
BYBLOS ADONIS: Voluntary Chapter 11 Case Summary
CANTON & COMPANY: Hires Frost & Associates as Bankruptcy Counsel
CBAK ENERGY: All Five Proposals Passed at Annual Meeting
CEC ENTERTAINMENT: Good Signature Wins Auction for Office Building
CEL-SCI CORP: Incurs $32.2 Million Net Loss in FY Ended Sept. 30
CLUBHOUSE MEDIA: Ends Joint Venture With Reiman Agency, President
CLUBHOUSE MEDIA: Separates From Agency to Focus on HoneyDrip.com
CNX RESOURCES: Egan-Jones Retains B+ Senior Unsecured Ratings
CORECIVIC INC: Moody's Affirms 'Ba2' CFR, Outlook Stable
CROWN JEWEL: Seeks to Hire G&B Law as Bankruptcy Counsel
CUMBERLAND SERVICENTER: Seeks to Hire Teddi L. Olson as Accountant
DA GEORGE: Ruediger Mueller of TCMI Named Subchapter V Trustee
DELIVERY & DISTRIBUTION: Neema Varghese Named Subchapter V Trustee
DING TRANS: Seeks to Hire Law Offices of Alla Kachan as Counsel
DMK PHARMACEUTICALS: Regains Full Rights to Commercialize ZIMHI
EASTERN NIAGARA: US Trustee Says Disclosure Inadequate
ENDO INTL PLC: Mohave County Gives Approval for Opioid Settlement
ETC SUNOCO: Egan-Jones Retains BB Senior Unsecured Ratings
FLUOR CORP: Egan-Jones Retains B Senior Unsecured Ratings
FR BR HOLDINGS: Moody's Withdraws Caa1 CFR on Debt Extinguishment
GAP INC: Egan-Jones Retains B+ Senior Unsecured Ratings
GASTROENTEROLOGY CENTER: Taps Thomas J. Schultz as Accountant
GEORGIAN BACKYARD: Hires Law Offices of Alla Kachan as Counsel
GEORGIAN BACKYARD: Seeks to Hire Wisdom Professional as Accountant
GLOBAL ALARM: Susan Seflin of BG Law Named Subchapter V Trustee
GLOBALSTAR INC: Egan-Jones Retains CC Senior Unsecured Ratings
HARRIS ENERGY: Ordered to File Amended Plan by Jan. 3
HAVRE EAGLES: Seeks to Tap Clearwater Montana as Real Estate Agent
HEARTLAND CABINETRY: Mark Weisbart Named Subchapter V Trustee
IMPEL PHARMACEUTICALS: Hits Chapter 11 to Pursue Sale
INTERNATIONAL GAME: Egan-Jones Retains B Senior Unsecured Ratings
INVERSIONES LATIN AMERICA: Hires Epiq as Administrative Agent
INVERSIONES LATIN AMERICA: Taps AlixPartners as Financial Advisor
INVERSIONES LATIN AMERICA: Taps Greenberg Traurig as Legal Counsel
INVERSIONES LATIN AMERICA: Taps Lazard Freres as Investment Banker
INVERSIONES LATIN AMERICA: Taps Ordinary Course Professionals
IRON MOUNTAIN: Egan-Jones Retains BB Senior Unsecured Ratings
ITALIAN GRILLE: Seeks to Hire Michelle Steele as Bookkeeper
JCF FREEPORT: U.S. Trustee Unable to Appoint Committee
JCF HILTON: U.S. Trustee Unable to Appoint Committee
JCF PANAMA: U.S. Trustee Unable to Appoint Committee
JOANN INC: Registers 400K Additional Common Shares Under 2021 ESPP
KERF INC: Feb. 5 Plan Confirmation Hearing Set
KIRBY CORP: Egan-Jones Retains BB Senior Unsecured Ratings
KNS HOLDCO: S&P Lowers ICR to 'B-', On CreditWatch Negative
LATROBE ASSOCIATES: Hires Dickie McCamey & Chilcote as Counsel
LG TRUCKING: $1.1M Unsecured Claims to Recover 6% in Plan
LOYALITY INVESTMENT: Taps Bach Law Offices as Bankruptcy Counsel
LUMEN TECHNOLOGIES: Outside Date to Complete TSA Deal Extended
MACERICH CO: Egan-Jones Retains BB+ Senior Unsecured Ratings
MADERA COMMUNITY: California DHCS Wants Recoupment in Disclosures
MADERA COMMUNITY: Creditors' Committee Proposes Liquidating Plan
MADERA COMMUNITY: SAMC Says Disclosure Statement Lacks Clarity
MALLINCKRODT PLC: GoldenTree, 2 Others Report 10.5% Ordinary Shares
MASTEC INC: Egan-Jones Retains BB Senior Unsecured Ratings
MEDALLION MIDLAND: Fitch Cuts Rating on Sec. Term Loan B to 'BB-'
MEDICAL HEALING: Seeks to Hire Bruner Wright as Bankruptcy Counsel
MERCON COFFEE: U.S. Trustee Appoints Creditors' Committee
MICROTEK: Jean Goddard of NGS LLP Named Subchapter V Trustee
MICROVISION INC: German Unit Signs Office Lease With Victoria Immo
MIDWEST OVERNITE: Creditors to Get Proceeds From Liquidation
MINIM INC: Regains Compliance With Nasdaq's Minimum Bid Price Rules
MVK FARMCO: Prima Wawona Former CEO Slams Plan Disclosures
MY SISTER'S CLOSET: Amends SBA Secured Claims Pay Details
NATHAN'S FAMOUS: Egan-Jones Retains B+ Senior Unsecured Ratings
NEAR INTELLIGENCE: Common Stock & Warrants Delisted from Nasdaq
NEAR INTELLIGENCE: U.S. Trustee Appoints Creditors' Committee
NEP/NCP HOLDCO: Moody's Rates Extended 1st Lien Loans 'Caa1'
NINETY-FIVE MADISON: Unsecured Creditors Unimpaired in Sale Plan
OMEGA TWIN: U.S. Trustee Unable to Appoint Committee
PARAMETRIC SOLUTIONS: Jan. 23, 2024 Disclosure Hearing Set
PARTS ID: Case Summary & 30 Largest Unsecured Creditors
PEARL INC: Subchapter V Plan Confirmed by Judge
PEBBLEBROOK HOTEL: Egan-Jones Retains BB- Senior Unsecured Ratings
PENNSYLVANIA REAL ESTATE: Court OKs Timetable for Plan Confirmation
PENNSYLVANIA REAL: Egan-Jones Retains CCC Senior Unsecured Ratings
PRC 717: Unsecured Creditors Recover 5% in Plan
QUALITY ASSURANCE: Hires Carl W Hopkins as Bankruptcy Counsel
RESOURCE FOR EDUCATION: Hires Marshack Hays as Bankruptcy Counsel
RESOURCE FOR EDUCATION: Taps Mr. Teeple of Grobstein Teeple as CRO
RETAILING ENTERPRISES: Feb. 12 Plan Confirmation Hearing Set
RGV PUMP: Seeks to Hire Growbooks Business Solutions as Bookkeeper
RGV PUMP: Seeks to Hire Lane Law Firm as Bankruptcy Counsel
RITE AID: Egan-Jones Cuts Senior Unsecured Ratings to D
RITE AID: Reaches Settlement With FTC on Facial Recognition Tech
RL ENTERPRISES: Unsecured Creditors to Get $50K in Plan
SB PROPERTY: Glen Watson of Watson Law Named Subchapter V Trustee
SECURE ENERGY: Moody's Raises CFR to Ba3, Outlook Stable
SEINEYARD AT WILDWOOD: U.S. Trustee Unable to Appoint Committee
SHENANDOAH TELECOM: Egan-Jones Retains BB+ Sr. Unsecured Ratings
SINCLAIR BROADCAST: Egan-Jones Retains CCC+ Sr. Unsecured Ratings
SM ENERGY: Egan-Jones Retains BB Senior Unsecured Ratings
SRX ENTERPRISES: Voluntary Chapter 11 Case Summary
SS&C TECHNOLOGIES: Egan-Jones Retains BB Senior Unsecured Ratings
STERETT COMPANIES: Seeks to Hire Meyer & Meyer as Special Counsel
SUMMIT HOTEL: Egan-Jones Retains BB Senior Unsecured Ratings
SUMMIT MIDSTREAM: Egan-Jones Retains B+ Senior Unsecured Ratings
TC ENERGY: Egan-Jones Retains BB+ Senior Unsecured Ratings
TECHNICAL ORDNANCE: UST Seeks to Strike Exculpation Clause
THREE ARROWS: Court Freezes Founders' $1 Billion Assets
TMK HAWK: Moody's Lowers Rating on Sr. Secured Term Loan C to 'C'
TRANSALTA CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings
TREES CORP: Amends Terms of $13.5M Secured Convertible Notes
TRIUMPH GROUP: Moody's Puts 'Caa1' CFR on Review for Upgrade
TROIKA MEDIA: Incurs $55.55 Million Net Loss in Q3 2023
TWO RIVERS FARMS: Mark Dennis Named Subchapter V Trustee
VECTOR GROUP: Egan-Jones Retains CCC+ Senior Unsecured Ratings
VITAL ENERGY: Egan-Jones Withdraws BB- Senior Unsecured Ratings
VIVAKOR INC: All Three Proposals Passed at Annual Meeting
WATER GREMLIN: Okayed to Sell Its Italy, U.S. Assets for $24.1-Mil.
WORLD SECURITY: Seeks Final 60-Day Extension for Plan
ZAIRY ATS: Seeks to Hire Ascendor Accounting as Accountant
[] U.S. Bankruptcy Wave May Stretch Into 2024 But Could Slow Down
*********
1395 STANLEY: Seeks to Hire Shiryak Bowman as Bankruptcy Counsel
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1395 Stanley LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Shiryak, Bowman,
Anderson, Gill & Kadochnikov, LLP as its legal counsel.
The firm will render these services:
(a) assist the Debtor in administering the Debtor's Chapter 11
case;
(b) make such motions and court appearances or take such
action as may be appropriate or necessary under the Bankruptcy
Code;
(c) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(d) negotiate with the Debtor's creditors in formulating a
plan of reorganization in this case;
(e) draft and prosecute the confirmation of the Debtor's plan
of reorganization in this case; and
(f) render such additional services as the Debtor may require
in this case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $600
Associate $450
Clerks and Paraprofessionals $195
Prior to the petition date, the firm received a flat fee payment of
$5,000 from the Debtor.
As disclosed in court filings, Shiryak neither holds nor represents
an adverse interest to the Debtor's estate.
The firm can be reached through:
Btzalel Hirschhorn, Esq.
SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV, LLP
8002 Kew Gardens, Suite 600
Kew Gardens, NY 11415
Telephone: (718) 263-6800
Facsimile: (718) 520-9401
Email: Bhirschhorn@sbagk.com
About 1395 Stanley LLC
1395 Stanley LLC is the owner of real property located at 1397
Stanley Ave., Brooklyn, NY valued at $560,000.
1395 Stanley LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-44506) on Dec 06, 2023. The petition was signed by Etai Vardi as
manager. At the time of filing, the Debtor estimated $560,000 in
assets and $6,386,273 in liabilities.
Judge Elizabeth S. Stong presides over the case.
Btzalel Hirschhorn, Esq. at Shiryak, Bowman, Anderson, Gill &
Kadochnikov, LLP represents the Debtor as counsel.
1397 STANLEY: Seeks to Hire Shiryak Bowman as Bankruptcy Counsel
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1397 Stanley LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Shiryak, Bowman,
Anderson, Gill & Kadochnikov, LLP as its legal counsel.
The firm will render these services:
(a) assist the Debtor in administering the Debtor's Chapter 11
case;
(b) make such motions and court appearances or take such
action as may be appropriate or necessary under the Bankruptcy
Code;
(c) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(d) negotiate with the Debtor's creditors in formulating a
plan of reorganization in this case;
(e) draft and prosecute the confirmation of the Debtor's plan
of reorganization in this case; and
(f) render such additional services as the Debtor may require
in this case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $600
Associate $450
Clerks and Paraprofessionals $195
Prior to the petition date, the firm received a flat fee payment of
$5,000 from the Debtor.
As disclosed in court filings, Shiryak neither holds nor represents
an adverse interest to the Debtor's estate.
The firm can be reached through:
Btzalel Hirschhorn, Esq.
SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV, LLP
8002 Kew Gardens, Suite 600
Kew Gardens, NY 11415
Telephone: (718) 263-6800
Facsimile: (718) 520-9401
Email: Bhirschhorn@sbagk.com
About 1397 Stanley LLC
1397 Stanley LLC is the owner of real property located at 1397
Stanley Ave., Brooklyn, NY valued at $560,000.
1397 Stanley LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-43861) on Oct. 24, 2023. The petition was signed by Etai Vardi
as manager. At the time of filing, the Debtor estimated $560,000 in
assets and $6,408,842 in liabilities.
Judge Nancy Hershey Lord presides over the case.
Btzalel Hirschhorn, Esq. at Shiryak, Bowman, Anderson, Gill &
Kadochnikov, LLP represents the Debtor as counsel.
5703 9TH: Unsecured Creditors Unimpaired in Plan
------------------------------------------------
5703 9TH, LLC, submitted a Chapter 11 Plan of Reorganization and a
Disclosure Statement.
The Debtor is a limited liability company formed under the laws of
the District of Columbia on October 27, 2021. The original members
of the Debtor were siblings Natalie Denise Bell, Reginald Sanford
Bell, and Nicola Regina Bell (collectively, the "Bell Family").
The Bell Family inherited the single-family residential property
located at 5703 9th Street, NW, Washington D.C. (the "Property")
when their parents passed away.
The Bell Family determined that the value of the Property could be
maximized if the Property could be remodeled into a two-unit
residential condominium property (the "Project").
In order to proceed with the renovation, the Bell Family entered
into a Developer Services Agreement with 5703 9th Manager, LLC (the
"Developer"), whereby Developer would assume all of the
administrative and management tasks necessary for the completion of
the Project.
In order to finance the project, the Debtor entered into a loan
transaction with WCP Fund I, LLC as servicer for U.S. Bank National
Association ("WCP") pursuant to a certain note executed by the
Debtor (the "Note"). WCP has a security interest in the Property
pursuant to various loan documents (collectively, the "WCP Loan
Documents") to secure the Note.
The Debtor expects to refinance the Property and use the loan
proceeds to satisfy the WCP Secured Claim. If the Debtor is unable
to obtain refinance the Property within 90 days from the
Confirmation Date, the Debtor shall seek to sell the Property and
use the sale proceeds to fund the Plan.
Under the Plan, Class 3 Claims consist of General Unsecured Claims.
Class 3 is unimpaired by the Plan. The holders of the Class 3
Claims will receive cash equal to 100% of their Allowed Claims,
plus interest at the federal judgment rate in effect as of the
Petition Date from the later of the Petition Date or the date that
the Claim became liquidated through the date on which the Claim is
paid in full, paid pursuant to the Plan. Allowed Class 3 Claims
will be paid on the Effective Date. If a Class 3 Claim becomes an
Allowed Claim after the Effective Date, such Allowed Class 3 Claim
will be paid on or before 10 business days after the claim is
Allowed.
In the event the Debtor is unsuccessful in obtaining a loan to
refinance the Property, the proceeds of which are intended to
satisfy the Class 1 Secured Claim of the District of Columbia and
the WCP Secured Claim, the Debtor shall seek to sell the Property.
The sale of the Property pursuant to this Plan in all respects
shall be deemed a sale pursuant to ss 105 and 363 of the Bankruptcy
Code and an assumption and assignment of executory contracts and
unexpired leases pursuant to s 365 of the Bankruptcy Code, if any,
in accordance with and under the provisions of s 1123 of the
Bankruptcy Code, as provided for in this Plan, confirmed pursuant
to s 1129 of the Bankruptcy Code, effectuated pursuant to s 1141 of
the Bankruptcy Code, and in accordance with s 1146 of the
Bankruptcy Code, to sell the Property free and clear of all liens.
If a person who (i) asserts a lien with respect to the Property or
(ii) is a party to an Assumed Executory Contract or Unexpired Lease
does not object to this Plan, such person shall be deemed to have
consented to the sale of such Property free and clear of such
person's asserted lien, to the assignment of any such Assumed
Executory Contract or Unexpired Lease, including the Debtor's
proposed cure amount relating to the assumption and assignment of
any executory contract or unexpired lease, and to have consented to
the treatment provided for such person under this Plan.
Counsel for the Debtor:
Brent C. Strickland, Esq.
WHITEFORD, TAYLOR & PRESTON L.L.P.
111 Rockville Pike, Suite 800
Rockville, MD 20850
Tel: (410) 347-9402
Fax: (410) 223-4302
E-mail: bstrickland@whitefordlaw.com
A copy of the Disclosure Statement dated Dec. 15, 2023, is
available at https://tinyurl.ph/PreNB from PacerMonitor.com.
About 5703 9th LLC
5703 9th, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 23-00131) on May
16, 2023. At the time of filing, the Debtor estimated $500,001 to
$1 million in assets and $100,001 to $500,000 in liabilities.
Brent C. Strickland, Esq. at Whiteford Taylor & Preston, is the
Debtor's counsel.
ABERDEEN ENTERPRISES: Taps Holland & Knight as Special Tax Counsel
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Aberdeen Enterprises, Inc. and Brickchurch Enterprises, Inc. seek
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to employ Holland & Knight LLP as its special tax
counsel.
The firm's services include:
(a) advising the Debtors, and coordinating with Simmons Legal
PLLC and Goldberg Weprin Finkel Goldstein LLP, the Debtors' general
bankruptcy counsel, in connection with the tax issues related to
the Debtors' chapter 11 plan, sale of the Debtors' assets, and
chapter 11 cases;
(b) preparing, presenting and responding to, on behalf of the
Debtors, as debtor in possession, necessary applications, motions,
objections, orders, reports, filings and other legal papers in
connection with tax issues affecting the Debtors during the chapter
11 cases;
(c) consulting with the Debtors' management and other advisors
in connection with the Debtors' tax matters;
(d) attending meetings and negotiating with representatives of
taxing authorities and other third parties and participating in
negotiations with respect to the above matters; and
(e) performing any other necessary legal services normally
associated with the above matters, as the Debtors' Special Tax
Counsel during the pendency of the chapter 11 cases.
The hourly rates charged by Holland & Knight are:
Partners $825 - $965 per hour
Associates $370 - $670 per hour
Paralegals $225 - $290 per hour
David Hryck, a partner of Holland & Knight, assured the court that
his firm is a "disinterested person" within the meaning of 11
U.S.C. Sec. 101(14).
The firm can be reached through:
David Hryck, Esq.
Holland & Knight LLP
524 Grand Regency Boulevard
Brandon, FL 33510
Tel: (813) 901-4200
Fax: (813) 901-4201
Email: David.Hryck@hklaw.com
About Aberdeen Enterprises and
Brickchurch Enterprises
Brickchurch Enterprises, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-70914) on April 30, 2022, with $50 million to $100 million in
both assets and liabilities. On Aug. 2, 2023, Aberdeen Enterprises,
Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-72834),
with $50 million to $100 million in both assets and liabilities.
The cases are jointly administered under Case No. 23-72834.
Judge Alan S. Trust oversees the cases.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and
Camisha L. Simmons, Esq. at Simmons Legal, PLLC serve as attorneys
for Aberdeen and Brickchurch, respectively.
ACJK INC: Jan. 30, 2024 Plan Confirmation Hearing Set
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On Oct. 31, 2023, ACJK, Inc. filed with the U.S. Bankruptcy Court
for the Southern District of Illinois an Amended Plan of
Reorganization and an Amended Disclosure Statement.
On Dec. 19, 2023, Judge Laura K. Grandy approved the Amended
Disclosure Statement and ordered that:
* Jan. 30, 2024 at 9:00 a.m., in the U.S. Bankruptcy Court,
Melvin Price US Courthouse, 750 Missouri Ave, East St Louis, IL
62201 is the hearing for the consideration of confirmation of the
Amended Plan of Reorganization.
* That acceptances or rejections of their Plan shall be
submitted on or before 7 days prior to the date of hearing on
confirmation of said Plan.
* That any objection to confirmation of the Plan shall be
filed on or before 7 days prior to the date of the hearing on
confirmation of the Plan, with a copy to the attorney for the
debtor(s).
* That any complaints objecting to discharge under Section
1141 of the Bankruptcy Code shall be filed no later than the first
date set for hearing on confirmation of the plan.
A copy of the order dated December 19, 2023 is available at
https://urlcurt.com/u?l=In1fOq from PacerMonitor.com at no charge.
About ACJK Inc.
ACJK Inc., d/b/a Medicap Pharmacy --
https://granitecity.medicap.com/ -- is a local pharmacy that offers
services such as immunizations, medication therapy management,
multi-dose packaging, medication synchronization, important health
screenings, and expert care.
ACJK Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30045) on Jan. 30,
2023. In the petition filed by Mark Allen, manager, the Debtor
reported between $1 million and $10 million in both assets and
liabilities.
Judge Laura K. Grandy oversees the case.
The Debtor is represented by Michael J. Benson, Esq., at A
Bankruptcy Law Firm, LLC.
AIR INDUSTRIES: Registers Additional 250K Shares Under Equity Plan
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Air Industries Group filed with the Securities and Exchange
Commission a Form S-8 registration statement to register additional
250,000 shares of the Company's common stock available for issuance
under its 2022 Equity Incentive Plan.
At the 2023 annual meeting of shareholders of Air Industries Group,
the Company's shareholders approved an amendment to the Air
Industries Group 2022 Equity Incentive Plan which, among other
things, increased the number of shares of the Company's common
stock, par value $.001 per share, available for issuance under the
Plan from 100,000 to 350,000 shares.
A full-text copy of the regulatory filing is available at:
https://www.sec.gov/Archives/edgar/data/1009891/000121390023095399/ea188274-s8_airindustries.htm
About Air Industries
Bay Shore, New York-based Air Industries Group is a manufacturer of
aerospace components primarily for the defense industry. It became
a public company in 2005. Air Industries Group is a holding company
with three subsidiaries, AIM, NTW, and SEC.
As of September 30, 2023, Air Industries had $49,719,000 in total
assets, $34,770,000 in total liabilities, and 14,949,000 in total
stockholders' equity.
AMMACORE INC: Hires Hudson Lambert Parrott as Special Counsel
-------------------------------------------------------------
Ammacore Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Georgia to hire Hudson Lambert Parrott, LLC as
its special counsel.
The firm will represent the Debtor in the litigation entitled
Ammacore Inc. v. Black Box Limited (f/k/a AGC Networks Limited),
Norstan Communications, Inc., Black Box Corporation, Acsdataline,
LP, and Black Box Network Services, Inc. -- Government Solutions,
currently pending in the District Court for the Northern District
of Georgia, Atlanta Division.
The firm has agreed to accept employment on a contingency fee basis
equal to 15 percent of the first $4,000,000 in proceeds of the
lawsuit, followed by 10 percent of all proceeds the exceed
$4,000,000.
The firm will also require the payment of up to $200,000 to cover
litigation costs and expenses and which is to be paid for by
litigation financing.
As disclosed in the court filings, Hudson Lambert Parrott is a
disinterested person as that term is defined in 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Kevin H. Hudson, Esq.
HUDSON LAMBERT PARROTT, LLC
3575 Piedmont Rd NE #200
Atlanta, GA 30305
Phone: (404) 554-8181
E-mail: KHudson@hlpwlaw.com
About Ammacore Inc.
Ammacore Inc. is a national onsite technology service company for
resellers, VARs, manufacturers, distributors, and software vendors.
Ammacore partners with its clients to thoroughly understand the
technology and service challenges of their customers and employ its
proprietary Scope of Service and Event Management Process to
identify the very best resources for their customers' needs.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-59671) on October 2,
2023. In the petition signed by Chris C. Gaffney, CEO, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Cameron M. McCord, Esq., at Jones & Walden, LLC, represents the
Debtor as legal counsel.
AMYRIS INC: Cleared to Sell Its Celebrity Brands
------------------------------------------------
Clara Geoghegan of Law360 reports that bankrupt biochemical company
Amyris Inc. can move forward with plans to sell its remaining
consumer brands, a Delaware bankruptcy judge ruled Wednesday,
December 20, 2023, after a recent auction raked in winning bids
totaling $6 million.
About Amyris Inc.
Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a synthetic
biotechnology company, transitioning the Clean Health & Beauty and
Flavors & Fragrances markets to sustainable ingredients through
fermentation and the company's proprietary Lab-to-Market(TM)
technology platform. This Amyris platform leverages
state-of-the-art machine learning, robotics, and artificial
intelligence, enabling the company to rapidly bring new innovation
to market at commercial scale. Amyris ingredients are included in
over 20,000 products from the world's top brands, reaching more
than 300 million consumers. Amyris also owns and operates a family
of consumer brands that is constantly evolving to meet the growing
demand for sustainable, effective, and accessible products.
Amyris, Inc. and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. In the petition
signed by its interim chief executive officer and chief financial
officer, Han Kieftenbeld, Amyris disclosed $679,679,000 in assets
and $1,327,747,000 in liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their
bankruptcy counsel; Fenwick & West, LLP as corporate counsel;
Gordon Rees Scully Mansukhani, LLP as special counsel;
PricewaterhouseCoopers LLP as financial advisor; and Intrepid
Investment Bankers LLC as investment banker. Stretto, Inc., is the
Debtors' claims, noticing, solicitation agent and administrative
adviser.
ANAGRAM HOLDINGS: Committee Taps Lowenstein Sandler as Counsel
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The official committee of unsecured creditors of Anagram Holdings
LLC and its affiliates seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Lowenstein
Sandler LLP as its counsel.
The firm's services include:
(a) advising the Committee with respect to its rights, duties,
and powers in the Chapter 11 Cases;
(b) assisting and advising the Committee in its consultations
with the Debtors relative to the administration of the Chapter 11
Cases;
(c) assisting the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interests;
(d) assisting the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' business;
(e) assisting the Committee in analyzing the Debtors' (i)
prepetition financing, (ii) proposed use of cash collateral, (iii)
proposed DIP Financing, and (iv) the adequacy of the proposed
budget;
(f) assisting the Committee in its investigation of the liens
and claims of the holders of the Debtors' prepetition debt and the
prosecution of any claims or causes of action revealed by such
investigation;
(g) assisting the Committee in its analysis of, and
negotiations with, the Debtors or any third party concerning
matters related to, among other things, the assumption or rejection
of certain leases of nonresidential real property and executory
contracts, asset dispositions, sale of assets, financing of other
transactions and the terms of one or more plans of liquidation or
reorganization for the Debtors and accompanying disclosure
statements and related plan documents;
(h) assisting and advising the Committee as to its
communications to unsecured creditors regarding significant matters
in the Chapter 11 Cases;
(i) representing the Committee at hearings and other
proceedings;
(j) reviewing and analyzing applications, orders, statements
of operations, and schedules filed with the Court and advising the
Committee as to their propriety;
(k) assisting the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interests and objectives in the Chapter 11 Cases, including without
limitation, the preparation of retention papers and fee
applications for the Committee's professionals, including
Lowenstein Sandler;
(l) assisting the Committee and providing advice concerning
the proposed sale of substantially all of the Debtors' assets,
including issues concerning any potential competing bidders and the
auction process;
(m) assisting the Committee with respect to issues that may
arise concerning the Debtors' employees;
(n) preparing, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing; and
(o) performing such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
Lowenstein Sandler's hourly rates are as follows:
Partners $690 to $1,835
Of Counsel $810 to $1,475
Senior Counsel and Counsel $575 to $1,410
Associates $475 to $965
Paralegals, Practice Support
and Assistants $240 to $425
The following is provided in response to the request for additional
information contained in paragraph D.1. of the U.S. Trustee
Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition period. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Lowenstein Sandler did not represent the Committee
prior to the Petition Date.
Question: Has your client approved your prospective budget and
staffing plan and, if so, for what budget period?
Response: Lowenstein Sandler expects to develop a budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures, as to which Lowenstein
Sandler reserves all rights. The Committee has approved Lowenstein
Sandler's proposed hourly billing rates.
Jeffrey Cohen, a partner of Lowenstein Sandler, assured the court
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:
Jeffrey L. Cohen, Esq.
LOWENSTEIN SANDLER LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 262-6700
Fax: (212) 262-7402
Email: jcohen@lowenstein.com
About Anagram Holdings
Anagram Holdings LLC is a manufacturer of foil balloons and
inflated decor, distributing and selling its products both
domestically and internationally. Its customers include party
supply specialty stores, grocers, mass marketers, parks, drugstores
and discount variety stores. The Debtor is based in Eden Prairie,
Minn.
Anagram Holdings and two affiliates filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 23-90901) on Nov. 8, 2023. In the
petition signed by its chief restructuring officer, Adrian Frankum,
Anagram Holdings reported $100 million to $500 million in both
assets and liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Howley Law, PLLC and Simpson Thacher & Bartlett,
LLP as legal counsel; Ankura Consulting Group, LLC as restructuring
advisor; and Robert W. Baird & Co. as investment banker. Kurtzman
Carson Consultants, LLC is the claims agent.
ANAGRAM HOLDINGS: Committee Taps Munsch Hardt Kopf as Co-Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Anagram Holdings
LLC and its affiliates seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Munsch Hardt
Kopf & Harr, P.C. as its co-counsel.
The firm will render these services:
a. assist Lowenstein Sandler in advising and representing the
Committee with respect to the administration of these cases and the
exercise of oversight with respect to the Debtors' affairs,
including all issues arising from or impacting the Debtors, the
Committee, or these Chapter 11 cases;
b. serve as conflicts counsel;
c. assist the Committee in maximizing the value of the
Debtors' assets for the benefit of all creditors;
d. advising Lowenstein Sandler and the Committee on practice
and procedure before the United States Bankruptcy Court for the
Southern District of Texas and regarding the Local Rules and local
practice;
e. appear before this Court and protect the interest of the
Committee; and
f. perform all other legal services for the Committee which
may be appropriate, necessary and proper in these Chapter 11
cases.
Munsch Hardt's customary hourly rates are:
John D. Cornwell, Shareholder $620
Brenda L. Funk, Shareholder $550
Heather Valentine, Paralegal $200
Shareholders $495 to $650
Associates $320 to $470
Paralegals $200
The following is provided in response to the request for additional
information contained in paragraph D.1. of the U.S. Trustee
Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition period. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Munsch Hardt did not represent the Committee prior to
its selection as Committee counsel of November 22, 2023.
Question: Has your client approved your prospective budget and
staffing plan and, if so, for what budget period?
Response: Munsch Hardt expects to develop a budget and staffing
plan to reasonably comply with the U.S. Trustee's request for
information and additional disclosures, as to which Munsch Hardt
reserves all rights. The Committee has approved Munsch Hardt's
proposed hourly billing rates.
Brenda Funk, a shareholder at Munsch Hardt, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Munsch Hardt can be reached at:
Brenda L. Funk, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
700 Milam Street, Suite 800
Houston, TX 77002-2806
Telephone: (713) 222-1470
Facsimile: (713) 222-1475
Email: bfunk@munsch.com
About Anagram Holdings
Anagram Holdings LLC is a manufacturer of foil balloons and
inflated decor, distributing and selling its products both
domestically and internationally. Its customers include party
supply specialty stores, grocers, mass marketers, parks, drugstores
and discount variety stores. The Debtor is based in Eden Prairie,
Minn.
Anagram Holdings and two affiliates filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 23-90901) on Nov. 8, 2023. In the
petition signed by its chief restructuring officer, Adrian Frankum,
Anagram Holdings reported $100 million to $500 million in both
assets and liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Howley Law, PLLC and Simpson Thacher & Bartlett,
LLP as legal counsel; Ankura Consulting Group, LLC as restructuring
advisor; and Robert W. Baird & Co. as investment banker. Kurtzman
Carson Consultants, LLC is the claims agent.
ANCHOR HOMES: Seeks to Hire Oliver & Cheek PPLC as Legal Counsel
----------------------------------------------------------------
Anchor Homes, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of North Carolina to hire The Law Offices of
Oliver & Cheek, PLLC to handle its Chapter 11 case.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm a retainer of $20,000 and and $1,738.00
for the Chapter 11 filing fee.
George Mason Oliver, Esq., a partner at The Law Offices of Oliver &
Cheek, disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
George Mason Oliver, Esq.
The Law Offices of Oliver & Cheek, PLLC
P.O. Box 1548
New Bern, NC 28563
Tel: (252) 633-1930
Fax: (252) 633-1950
Email: george@olivercheek.com
About Anchor Homes
Anchor Homes, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-03533) on Dec.
4, 2023, with $1 million to $10 million in both assets and
liabilities. Lawrence E. Lippincott, member manager, signed the
petition.
George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC represents the Debtor as bankruptcy counsel.
ARTEX INC: Seeks to Hire Scura Wigfield as Bankruptcy Counsel
-------------------------------------------------------------
Artex Inc. seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to employ Scura, Wigfield, Heyer, Stevens &
Cammarota LLP as its attorneys.
The firm will render these services:
a. give advice to the Debtor regarding its powers and duties
as Debtor in the operation of its business;
b. represent the Debtor in bankruptcy matters and adversary
proceedings; and
c. perform all legal service for the Debtor which may be
necessary.
Scura Wigfield will be paid at these hourly rates:
Partners $525
Associates $395
Law Clerk $275
Paralegals $195
Scura Wigfield will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received an initial retainer in the amount of $15,000.
David Stevens, a partner at Scura Wigfield, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Scura Wigfield can be reached at:
David L. Stevens, Esq.
SCURA WIGFIELD HEYER
STEVENS & CAMMAROTA, LLP
1599 Hamburg Turnpike
P.O. Box 2031
Wayne, NJ 07470
Tel: (973) 696-8391
E-mail: dstevens@scura.com
About Artex Inc.
Artex Inc. filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-21516) on Dec.
12, 2023. At the time of filing, the Debtor estimated $100,001 to
$500,000 in assets and $500,001 to $1 million in liabilities.
David L. Stevens, Esq. at Scura, Wigfield, Heyer & Stevens
represents the Debtor as counsel.
BARNES & NOBLE: Amends Credit Agreement With BofA
-------------------------------------------------
Barnes & Noble Education, Inc. disclosed in a Form 8-K Report filed
with the Securities and Exchange Commission that the Company
entered into a Tenth Amendment to the Credit Agreement, dated as of
August 3, 2015, among the Company, as the lead borrower, the other
borrowers party thereto, the lenders party thereto and Bank of
America, N.A., as administrative agent and collateral agent for the
lenders.
The 10th Amendment to the ABL Credit Agreement (i) revises the
financial maintenance covenant to require Availability (as defined
in the ABL Credit Agreement) at all times to be greater than the
greater of (x) 10% of the Aggregate Loan Cap (as defined in the ABL
Credit Agreement) and (y) (A) $32.5 million or, subject to the
satisfaction of certain conditions relating to the repayment of the
ABL Credit Agreement in full, (B) (a) $20 million for the period of
December 8, 2023 through January 12, 2024, (b) $25 million for the
period from January 26, 2024 through February 9, 2024, (c) $25
million for the period of April 1, 2024 through April 30, 2024 and
(d) $30 million for the period of May 1, 2024 through May 31, 2024;
and (ii) revises certain reporting requirements to Bank of America
and lenders under the Credit Agreement.
A full-text copy of the Tenth Amendment to the Credit Agreement is
available at:
https://www.sec.gov/Archives/edgar/data/1634117/000119312523293710/d664535dex101.htm
About Barnes & Noble Education
Basking Ridge, New Jersey-based Barnes & Noble Education, Inc.
("BNED") is one of the largest contract operators of physical and
virtual bookstores for college and university campuses and K-12
institutions across the United States. It is one of the largest
textbook wholesalers, inventory management hardware and software
providers that operates 1,289 physical, virtual, and custom
bookstores and serve more than 5.8 million students, delivering
essential educational content, tools and general merchandise within
a dynamic omnichannel retail environment.
As of July 29, 2023, BNED has $1,070,817,000 in total assets and
$989,758,000 in total liabilities.
BNED was previously warned that its liquidity level raised
substantial doubt about its ability to continue as a going concern
as of the year ended April 29, 2023, according to a TCR report
dated Sept. 12, 2023.
BNED's management believes that the expected impact on its
liquidity and cash flows resulting from the debt amendments and the
operational initiatives as outlined are sufficient to enable the
Company to meet its obligations for at least the next 12 months and
to continue to alleviate the conditions that initially raised
substantial doubt.
BCP V EVERISE: Moody's Rates New $175MM First Lien Term Loan 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to BCP V Everise
Acquisition LLC's ("Everise") proposed $175 million backed senior
secured first lien term loan A due 2029. All other ratings,
including the B3 corporate family rating, the B3-PD probability of
default rating and the existing B3 ratings of the backed senior
secured term loans B and backed senior secured revolvers are
unaffected at this time. The outlook is unchanged at stable.
Everise is a global provider of technology-enabled, omni-channel
customer management services primarily to healthcare and insurance
businesses.
The company initially marketed senior secured first lien credit
facilities consisting of a $90 million revolver and a $425 million
term loan B. Instead, the $425 million quantum of term loan debt is
expected to be split between a $175 million term loan A and a $250
million term loan B. Use of proceeds from the term loans remain
unchanged, and along with new cash equity from Warburg Pincus
International LLC and rollover equity from management and the
company's existing sponsor, Brookfield Asset Management Inc., will
be used to refinance existing debt, pay fees and expenses related
to the transaction and add cash to the balance sheet. The assigned
rating is subject to review of final documentation and no material
change to the size, terms and conditions of the transaction as
advised to Moody's.
RATINGS RATIONALE
Everise's B3 CFR benefits from strong organic revenue growth in
fast-growing verticals, including healthcare and insurance, and the
organic growth trajectory in revenue. In addition, EBITDA is
supported by the growth of the customer experience business process
outsourcing industry, good quality, successful and growing clients
that value Everise's ability to represent their brand culture to
customers and strong net promoter scores that ultimately support
high customer retention.
The company is pressured by high financial leverage, as expressed
by pro forma debt-to-EBITDA above 5x for the 12-month period ended
September 30, 2023, low barriers to entry for larger, global
players to replicate Everise's business strategy, small scale and
high customer concentration, with its top 10 customers accounting
for about 75% of 2022 revenue (but this risk is mitigated by the
fact that exposure to a single client is typically broken down
within each line of business into multiple contracts with different
decision-makers). The company's high concentration in the highly
regulated healthcare and insurance vertical leaves Everise
vulnerable to regulatory changes that could limit demand for its
services. Further credit challenges include the risk of more
aggressive financial strategies under financial sponsor ownership.
The stable outlook reflects Moody's expectation that Everise will
steadily increase margins and grow revenue by double-digit
percentages throughout 2024. The stable outlook also reflects
Moody's expectation that Everise will generate positive free cash
flow in the low single digit percentage relative to debt and
maintain at least adequate liquidity over the same period.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Everise's ratings could be upgraded if free cash flow to debt
approaches 5% and debt-to-EBITDA leverage is sustained below 5x
while maintaining stable margins, and if the company diversifies
its customer base and industry verticals.
The ratings could be downgraded if liquidity weakens which includes
sustained negative free cash flow, operating performance declines
materially due to major customer losses or other competitive
pressures, or if debt-to-EBITDA is sustained above 7x.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
Everise, domiciled in Singapore but with a US-based headquarter and
management team, is a global provider of technology-enabled,
omni-channel customer management services primarily to healthcare
and insurance businesses. After transaction close, the company will
be majority owned by Brookfield Asset Management Inc. and Warburg
Pincus International LLC.
BENGAL FIVE: Hires Scarborough & Fulton as Bankruptcy Counsel
-------------------------------------------------------------
Bengal Five LLC DBA Super 8 Motel seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
Scarborough & Fulton as its counsel.
The firm's services include:
a. assisting the Debtor in the preparation of its schedules,
statement of affairs and the periodic financial reports required by
the Bankruptcy Code, the Bankruptcy Rules, and any other order of
the court;
b. assisting the Debtor in consultation, negotiation and all
other dealings with creditors, equity, security holders and other
parties concerning the administration of its Chapter 11 case;
c. preparing pleadings, conducting investigations, and making
court appearances incidental to the administration of the Debtor's
estate;
d. advising the Debtor of its rights, duties and obligations
under the Bankruptcy Code, Bankruptcy Rules, Local Rules, and
orders of the court;
e. assisting the Debtor in the development and formulation of
a plan of reorganization;
f. advising the Debtor with respect to litigation related to
the administration of the case;
g. rendering corporate and other legal services necessary for
the functioning of the Debtor during the pendency of the case; and
h. taking all necessary actions in the interest of the Debtor
and its estate incident to the administration of the case.
The hourly rates charged by the firm for its services are as
follows:
David J. Fulton $445
Legal Assistants $150
The firm received a retainer of $20,000 and filing fee of $1,738.
As disclosed in court filings, Scarborough & Fulton does not hold
any disqualifying interest adverse to the Debtor or the estate in
matters upon which the law firm is to be engaged.
The firm can be reached through:
David J. Fulton, Esq.
Scarborough & Fulton
620 Lindsay St. Ste 240
Chattanooga, TN 37403
Telephone: (423) 648-1880
Facsimile: (423) 648-1881
Email: djf@sfglegal.com
About Bengal Five LLC
Bengal Five LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 1:23-bk-12861-NWW) on
December 6, 2023. In the petition signed by AKM Shamsul Munir,
managing member, the Debtor disclosed up to $50,000 in both assets
and liabilities.
Judge Nicholas W. Whittenburg.
David J. Fulton, Esq., at Scarborough & Fulton, represents the
Debtor as legal counsel.
BIRMINGHAM-SOUTHERN COLLEGE: Moody's Withdraws Caa2 Issuer Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 issuer and revenue
bond ratings of Birmingham-Southern College, AL. The revenue bonds
were issued through the Birmingham Private Educational Building
Authority, AL.
RATINGS RATIONALE
Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.
BRINK'S COMPANY: Fitch Affirms 'BB+' IDR & Alters Outlook to Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed The Brink's Company's (BCO) Long-Term
Issuer Default Rating (IDR) at 'BB+', the senior secured credit
facilities at 'BBB-'/'RR2' and senior unsecured notes at
'BB+'/'RR4'. The Rating Outlook has been revised to Stable from
Negative.
The revised Stable Outlook reflects BCO's shift in financial and
capital deployment policies, in 2023 lowering its net leverage
target to 2.0x-3.0x, which is below the low-to-mid 3.0x it operated
in the 2020-2022 timeframe, and shifting focus to operational
improvements over outsized M&A. Solid execution to date on BCO's
Strategy 1.0 and 2.0 growth and profitability plans have supported
deleveraging in 2023 through EBITDA growth.
Fitch expects the moderation in M&A activity, intent to flex share
repurchases during periods of larger M&A and expectation for
continued operating profit and cash flow growth to support Fitch's
expectation that gross EBITDA leverage will be 3.9x (high-2.0x net)
in 2023 and will remain in the mid-to-high 3.0x (mid-2x net) range
going forward.
KEY RATING DRIVERS
Rating Considerations: Fitch's ratings on BCO reflect its
relatively stable FCF profile, which is supported by the recurring
and contracted nature of its services and flexible cost structure.
It also benefits from a solid market position in its transit
operations, digital and managed solutions. Fitch also expects
organic growth to remain positive over the long-term, despite the
evolution of non-cash payment methods. The ratings also consider
the high proportion of non-U.S. operations and earnings though
Fitch largely views these as translational impacts.
Gross Leverage in Mid-to-High 3.0x: Fitch expects gross EBITDA
leverage to decline to 3.9x in FY23, down from 4.6x in FY22, and
that leverage will remain in the mid-to-high 3.0x over the medium
term. The expectation is supported by a shift in financial and
capital allocation policies and solid growth in EBITDA. Management
also plans to temper the pace and size of M&A going forward, which
Fitch believes enhances the company's ability to manage to stated
leverage levels consistent with 'BB+' rating tolerances. Fitch does
not assume meaningful debt repayment in its forecast.
Positive Operating Performance: Fitch forecasts solid operating
performance through the medium term with consistent demand
fundamentals, high-growth tailwinds in ATM management and digital
deposit solutions, and success in converting undervended/unvended
markets. Execution of pricing initiatives and cost restructuring
has led to expectations of EBITDA margin of nearly 17% in 2023, up
from 15.5% in 2022. Further execution and the relatively high
growth of the digital and managed ATM solutions, which are
relatively higher margin, are expected to drive further margin
expansion, trending to 18% or $1.0 billion over the medium term.
FCF Supports Financial Flexibility: Fitch expects FCF generation to
be in the $250 million to $350 million range over the 2023-2025
timeframe. The expectation is supported by solid operating
fundamentals and annual capex of around $200 million. Fitch expects
capital allocation to be better aligned to FCF going forward, with
a willingness to flex share repurchases during periods of M&A which
will support stability in its leverage profile. Fitch will also
continue to monitor how higher-growth service lines, which
effectively include customer financing backed by cash held in safes
on-site affect financial flexibility.
Consistent Demand Fundamentals: The recurring and contractual
nature of BCO's services support earnings stability through
business cycles. The majority of BCO's contracts are three to five
years in length and are more tied to service stops and monthly fees
instead of monetary value of cash-in-transit. The contractual
nature adds to customer retention, earnings visibility, and
insulates against variability in customer profits. The global
balance of cash in circulation continues to rise, despite
proliferation of non-cash payment methods, and in periods of
economic weakness cash balances tend to grow more quickly. The
addition of digital retail solutions also allows BCO to access
lower-volume customers, presenting another growth opportunity.
Market Position Supports Retention and Pricing: BCO is a leading
global provider of cash management services with a good competitive
position that supports customer retention and pricing strength. Its
position is backed by an established reputation and track record to
manage customers' cash and valuable items, and a global network.
BCO's scale also provides an opportunity to leverage new services
such as ATM management and digital solutions across regions.
Risks Associated with International Operations: BCO's high
proportion of international operations introduces some risks though
Fitch believes the impact is largely translational given its
regional revenue and cost alignment. There are long-term risks
associated with a strengthening of USD relative to other currencies
given the high proportion of USD-denominated debt. BCO has a
portion of balance sheet cash held in foreign accounts though Fitch
believes the company has decent access and is not expected to be a
liquidity concern.
Currency translation may impact credit metrics such as leverage
given a sudden strengthening of USD may suddenly increase debt
figures while earnings are slower to reflect the change. Fitch's
forecast generally assumes flat exchange rates from recent periods
given the uncertain nature in making estimates.
DERIVATION SUMMARY
Fitch compares BCO to cash management and security peer, Garda
World Security Corp (GW; B+/Negative), and other rated
transportation companies including XPO, Inc. (BB+/Stable) and
Stericycle, Inc. (BB/Positive). BCO's business profile benefits
from steady and contracted revenue streams, similar to Garda's
security services and cash-in-transit operations, and Stericycle's
medical waste and document shredding services. XPO is relatively
more susceptible to the cyclicality of the trucking market. The
four companies generally have solid market positions within their
respective industries.
BCO's gross leverage in the mid-to-high 3.0x is relatively high
compared with Stericycle's EBITDAR leverage in the 3.0x and XPO's
which is expected to trend toward the mid-2.0x as it integrates
recent acquisitions. BCO has demonstrated a relatively stable cash
flow profile compared with Stericycle's, which is progressing
through operational initiatives, and XPO's which has lower cyclical
stability. Garda's leverage profile and expected to be in the
mid-6.0x to low-7.0x as it has pursued various acquisitions.
The 'RR2' rating on the senior secured credit facilities reflects
the high proportion of operations, cash flow and enterprise value
tied to non-U.S. operations.
KEY ASSUMPTIONS
- Total revenue growth of about 8% in 2023, including 8% organic
with M&A and unfavorable foreign exchange translation offsetting.
Organic growth moderates to around mid-single digits over the
medium term;
- M&A continues at a moderate pace, contributing roughly 3% revenue
growth annually;
- EBITDA margin improves 17% in 2023 and trends to around 18% by
2025, supported by a favorable mix in high-growth services, cost
restructuring actions and pricing discipline;
- The company manages to stated net leverage targets in the
2.0x-3.0x, including flexing share repurchases through periods of
M&A;
- Cash on BCO's balance sheet increases with success of DRS
growth.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Management adopts a balanced capital allocation policy that
retains financial flexibility;
- Financial policies, including balancing M&A with leverage, that
sustain gross EBITDA leverage below 3.5x;
- Adherence to an operating strategy that maintains FCF stability;
- Transition to a less encumbered capital structure.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A financial policy shift that leads to gross EBITDA leverage
sustained above 4.0x;
- A change in capital allocation plan that reduces financial
flexibility;
- A change in strategy or operating challenges that leads to
heightened variability or constrains BCO's cash flow profile.
LIQUIDITY AND DEBT STRUCTURE
Comfortable Liquidity: BCO had comfortable liquidity at Sept. 30,
2023 including $840 million of cash, after $95 million held by
BCO's cash management services, and $437 million of availability
under the $1.0 billion revolving credit facility. Fitch believes a
minority portion of BCO's cash balance is held at customer sites,
but under BCO's title, a timing difference between deposit and
collection. Fitch believes BCO has good accessibility to these
balances. The $400 million of senior unsecured notes mature first
in 2025.
ISSUER PROFILE
The Brink's Company is a global leader in cash management services.
It serves customers including financial institutions, retailers,
government agencies and other commercial operations around the
world.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
The Brink's Company LT IDR BB+ Affirmed BB+
senior unsecured LT BB+ Affirmed RR4 BB+
senior secured LT BBB- Affirmed RR2 BBB-
BYBLOS ADONIS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Byblos Adonis Investment Group Inc.
809 Bowsprit Road
Unit 201
Chula Vista, CA 91914
Business Description: The Debtor is engaged in the real estate
rental business.
Chapter 11 Petition Date: December 26, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-18527
Judge: Hon. Sandra R. Klein
Debtor's Counsel: Raymond John Bekeris, Esq.
BEKERIS
683 1/2 Levering Ave.
Los Angeles, CA 90024
Tel: 310-271-0101
Email: Bekeris1@msn.com
Total Assets as of Dec. 31, 2022: $3,145,658
Total Liabilities as of Dec. 31, 2022: $3,386,195
The petition was signed by Edward Wehbe as president.
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/R5G3RBY/BYBLOS_ADONIS_INVESTMENT_GROUP__cacbke-23-18527__0001.0.pdf?mcid=tGE4TAMA
CANTON & COMPANY: Hires Frost & Associates as Bankruptcy Counsel
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Canton & Company LLC seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to employ Frost & Associates, LLC as
its bankruptcy counsel.
The firm will render these services:
a. prepare bankruptcy petitions, schedules, and financial
statements for filing;
b. provide the Debtor with legal advice with respect to their
powers and duties pursuant to the Bankruptcy Code;
c. prepare on behalf of the Debtor all necessary applications,
answers, orders, reports, and other legal papers;
d. assist in analyses and representation with respect to
lawsuits to which the Debtor are or may be a party;
e. negotiate, prepare, file and seek approval of a plan of
reorganization;
f. represent the Debtor at all hearings, meetings of creditors
and other proceedings; and
g. perform all other legal services for the Debtor.
The firm will be paid at these rates:
Daniel A. Staeven $545 per hour
Glen Frost $645 per hour
Attorneys $525 to $645 per hour
Paralegals $100 to $265 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtor paid Frost an advance retainer of $20,000.
As disclosed in court filings, Frost & Associates is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Daniel Alan Staeven, Esq.
Frost & Associates, LLC
839 Bestgate Rd. Ste. 400
Annapolis, MD 21401
Phone: (410) 497-5947
Email: daniel.staeven@frosttaxlaw.com
About Canton & Company LLC
Canton & Company LLC is a healthcare growth and strategic services
firm. Its comprehensive suite of growth services includes Strategy
& Insights, Integrated Marketing Solutions, and Performance
Solutions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-19054) on December 12,
2023. In the petition signed by Richard (Don) McDaniel, Jr.,
manager, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Daniel Staeven, Esq., at Frost Law, oversees the case.
CBAK ENERGY: All Five Proposals Passed at Annual Meeting
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CBAK Energy Technology, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company held its 2023
annual meeting of stockholders during which the Company's
stockholders:
(1) elected Yunfei Li, J. Simon Xue, Martha C. Agee, Jianjun He,
and Xiangyu Pei to the Board of Directors of the Company to serve
until the 2024 annual meeting of stockholders;
(2) ratified the appointment of ARK Pro CPA & Co as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2023;
(3) approved the CBAK Energy Technology 2023 Equity Incentive
Plan;
(4) approved the compensation of the Company's Named Executive
Officers named in the proxy statement for the Annual Meeting; and
(5) recommended to hold future advisory votes on named executive
compensation every three years.
Consistent with the recommendation of the Board of Directors and
the vote of stockholders, the Company will continue to hold future
advisory votes on named executive compensation every three years.
About CBAK Energy
Liaoning Province, People's Republic of China-based CBAK Energy --
www.cbak.com.cn -- is a manufacturer of new energy high power
lithium batteries that are mainly used in light electric vehicles,
electric vehicles, electric tools, energy storage including but not
limited to uninterruptible power supply (UPS) application, and
other high-power applications. Its primary product offering
consists of new energy high power lithium batteries, but it is also
seeking to expand into the production and sale of light electric
vehicles.
CBAK Energy reported a net loss of $11.33 million for the year
ended Dec. 31, 2022, compared to net income of $61.56 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$244.03 million in total assets, $119.65 million in total
liabilities, and $124.38 million in total equity.
In its Quarterly Report for the three months ended Sept. 30, 2023,
CBAK Energy said the Company has substantial doubt about its
ability to continue as a going concern. The Company said it has
accumulated deficit from recurring net losses incurred for the
prior years and significant short-term debt obligations maturing in
less than one year as of September 30, 2023.
CEC ENTERTAINMENT: Good Signature Wins Auction for Office Building
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Mitchell Parton of Dallas Business Journal reports that the
building along Interstate 635 in Irving that houses the
headquarters of both Pei Wei Asian Diner LLC and Chuck E. Cheese
parent company CEC Entertainment LLC found a buyer to take it out
of bankruptcy.
Irving Westway One LLC, a limited liability company tied to
Dallas-based Good Signature Management LLC, recently agreed to
purchase 1707 Market Place Blvd. for $12.5 million, according to
federal court documents. The next highest bidder offered $10
million.
The sale price is far below the Dallas Central Appraisal District's
estimated value of $20.6 million for the building and land.
The building constructed in 2001, called Westway One, has about
166,000 square feet across three stories. It's only 50% leased,
according to CoStar Group data. In addition to the headquarters of
Pei Wei and CEC, the building houses a regional office for Miami,
Florida-based home construction giant Lennar Corp.
While it may be obvious to real estate veterans, it's worth noting
that the deal is only for the real estate and does not directly
affect the operations of the tenants. The presence of two notable
and long-time retail companies might have made the property more
attractive.
The pending buyer has redeveloped more than 40 buildings and 1.5
million square feet in the Dallas and Denver areas since 1993,
according to its website.
The seller, Houston-based Hartman SPE LLC, filed for Chapter 11
bankruptcy protection in September as it wrestled with
uncertainties in the commercial real estate market. Hartman SPE has
been selling office and retail properties as its parent company,
Silver Star Properties REIT Inc., turned its focus to investing in
self-storage facilities.
Retail giant Costco Wholesale Corp. is set to purchase another one
of the Hartman properties, a 10-story office tower along U.S. Route
75 next to one of its Dallas stores, for $14.25 million. CBRE Group
Inc. has been working with Hartman SPE to sell its properties.
About CEC Entertainment
CEC Entertainment is a family entertainment and dining company that
owns and operates Chuck E. Cheese and Peter Piper Pizza
restaurants. As of Dec. 31, 2019, CEC Entertainment and its
franchisees operate a system of 612 Chuck E. Cheese restaurants and
129 Peter Piper Pizza stores, with locations in 47 states and 16
foreign countries and territories. Visit
http://www.chuckecheese.com/for more information.
CEC Entertainment recorded a net loss of $28.92 million for the
year ended Dec. 29, 2019, compared to a net loss of $20.46 million
for the year ended Dec. 30, 2018. As of Dec. 29, 2019, CEC
Entertainment had $2.12 billion in total assets, $1.90 billion in
total liabilities, and $213.78 million in total stockholders'
equity.
On June 24, 2020, CEC Entertainment and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 20-33163).
Judge Marvin Isgur oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel, FTI Consulting, Inc., as financial advisor, PJT Partners
LP as investment banker, Hilco Real Estate, LLC, as real estate
advisor, and Prime Clerk, LLC, as claims, noticing and solicitation
agent.
The Ad Hoc Group of First Lien Lenders was advised in this process
by Akin Gump Strauss Hauer & Feld LLP as legal counsel and Houlihan
Lokey Capital, Inc. as financial advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 13, 2020. The committee has tapped Kelley Drye &
Warren, LLP and Womble Bond Dickinson (US), LLP as its legal
counsel, and Alvarez & Marsal North America, LLC as its financial
advisor.
CEL-SCI CORP: Incurs $32.2 Million Net Loss in FY Ended Sept. 30
----------------------------------------------------------------
CEL-SCI Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$32.19 million for the year ended Sept. 30, 2023, compared to a net
loss of $36.70 million for the year ended Sept. 30, 2022.
As of Sept. 30, 2023, the Company had $30.53 million in total
assets, $17.31 million in total liabilities, and $13.21 million in
total stockholders' equity.
Potomac, Maryland-based BDO USA, P.C., the Company's auditor since
2005, issued a "going concern" qualification in its report dated
Dec. 31, 2023, citing that the Company has suffered recurring
losses from operations and has future liquidity needs that raise
substantial doubt about its ability to continue as a going
concern.
The Company said, "CEL-SCI has had only limited revenues from
operations since its inception in March 1983. CEL-SCI has relied
primarily upon capital generated from the public and private
offerings of its common stock and convertible notes. In addition,
CEL-SCI has utilized short-term loans to meet its capital
requirements. Capital raised by CEL-SCI has been used to acquire
an exclusive worldwide license to use, and later purchase, certain
patented and unpatented proprietary technology and know-how
relating to the human immunological defense system and for clinical
trials. Capital has also been used for patent applications, debt
repayment, research and development, administrative costs, and for
CEL-SCI's laboratory and manufacturing facilities. CEL-SCI does
not anticipate realizing significant revenues until it enters into
licensing arrangements regarding its technology and know-how or
until it receives regulatory approval to sell its products (which
could take a number of years). As a result, CEL-SCI has been
dependent primarily upon the proceeds from the sale of its
securities to meet all of its liquidity and capital requirements
and anticipates having to do so in the future. During fiscal year
2023 and 2022, CEL-SCI raised net proceeds of approximately $6.4
million and $0.1 million, respectively, through a combination of
the sale of common stock and the exercise of warrants and
options."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000725363/000165495423015877/cvm_10k.htm
About CEL-SCI
CEL-SCI Corporation is a clinical-stage biotechnology company
focused on finding the best way to activate the immune system to
fight cancer and infectious diseases. Its lead investigational
therapy Multikine (Leukocyte Interleukin, Injection) completed a
pivotal Phase 3 clinical trial for patients who are newly diagnosed
with locally advanced (stage III and IV) primary (not yet treated)
squamous cell carcinoma of the head and neck (SCCHN). Multikine
has received Orphan Drug Status from the U.S. Food and Drug
Administration (FDA) for this indication. The Company has
operations in Vienna, Virginia, and near Baltimore, Maryland.
CLUBHOUSE MEDIA: Ends Joint Venture With Reiman Agency, President
-----------------------------------------------------------------
Clubhouse Media Group, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Board of Directors of
the Company sent notice to Alden Henri Reiman and the Reiman Agency
LLC, that effective Dec. 1, 2023, the Company had terminated both
Mr. Reiman's employment as president of the agency and terminated
its joint venture relationship with the agency, a majority owned
subsidiary of the Company.
The termination of the agreements was due to operations of the
agency.
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an
influencer-based social media firm and digital talent management
agency. The Company offers management, production and deal-making
services to its handpicked influencers. The Company's management
team consists of successful entrepreneurs with financial, legal,
marketing, and digital content creation expertise.
Clubhouse Media reported a net loss of $7.53 million for the year
ended Dec. 31, 2022, compared to a net loss of $22.24 million for
the year ended Dec. 31, 2021. As of June 30, 2023, the Company had
$1.14 million in total assets, $11 million in total liabilities,
and a total stockholders' deficit of $9.86 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 30, 2023, citing that the
Company has stockholder's deficit, net losses, and negative working
capital. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
CLUBHOUSE MEDIA: Separates From Agency to Focus on HoneyDrip.com
----------------------------------------------------------------
Clubhouse Media Group, Inc. announced that it has terminated its
joint venture agreement with The Reiman Agency so that the company
can dedicate its time and resources to the development and
continued growth of HoneyDrip.com. Honeydrip.com is a digital
platform designed and wholly owned by CMGR with a focus on the
empowerment of creators. The site allows creators to connect and
engage with fans and monetize exclusive content.
"After careful consideration we've decided to move away from the
transactional (in nature) agency business and instead focus our
efforts and financial resources on our scalable platform,
HoneyDrip.com," said Amir Ben-Yohanan, CEO of CMGR. "I'm
optimistic that as the site continues to grow, it has the ability
to generate greater revenue for the company for the long term."
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an
influencer-based social media firm and digital talent management
agency. The Company offers management, production and deal-making
services to its handpicked influencers. The Company's management
team consists of successful entrepreneurs with financial, legal,
marketing, and digital content creation expertise.
Clubhouse Media reported a net loss of $7.53 million for the year
ended Dec. 31, 2022, compared to a net loss of $22.24 million for
the year ended Dec. 31, 2021. As of June 30, 2023, the Company had
$1.14 million in total assets, $11 million in total liabilities,
and a total stockholders' deficit of $9.86 million.
Clubhouse Media Group had negative working capital of $8,604,919 as
of September 30, 2023, and stockholder's deficit of $7,838,732,
according to the financial results for the third quarter of 2023
released by the Company. The Company said these factors, among
others, raise substantial doubt about its ability to continue as a
going concern.
CNX RESOURCES: Egan-Jones Retains B+ Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 12, 2023, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by CNX Resources Corporation. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Canonsburg, Pennsylvania, CNX Resources
Corporation operates as a natural gas exploration and production
company.
CORECIVIC INC: Moody's Affirms 'Ba2' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed CoreCivic, Inc.'s Ba2 corporate
family rating and maintained the stable rating outlook. In the same
rating action, Moody's affirmed the company's senior unsecured debt
rating and senior unsecured debt shelf ratings at Ba2 and (P)Ba2,
respectively. Moody's has also assigned Ba2 ratings to CoreCivic's
senior secured first lien revolving credit facility and senior
secured first lien term loan (together 'the senior secured credit
facility'). 'The speculative grade liquidity rating remains
unchanged at SGL-2.
The affirmation reflects Moody's expectation that the company will
continue to report stable operating performance over the next 1-2
years, despite the longer terms risks to private prison landlords
including decline in demand and financial flexibility.
CoreCivic's senior secured credit facility is rated at the same
level as the unsecured debt because the collateral for the facility
is the capital stock of the REIT's subsidiaries rather than
properties or other hard assets.
RATINGS RATIONALE
CoreCivic's Ba2 corporate family rating reflects its moderate
leverage and good fixed charge coverage ratios, and is constrained
by the potential that adverse policy actions at the federal and
state level could materially diminish demand for private prison
capacity. The company has good liquidity with a mostly undrawn
revolver and modest near-term capital needs; however over the
longer term its financial flexibility will be constrained by the
modest investor pool for private prison investments.
CoreCivic' 44 safety facilities, prisons and detention centers
reported compensated occupancy of 70.8% for the first nine months
of 2023. The company also owns and operates 23 community facilities
including residential re-entry facilities, with compensated
occupancy of 62.8% for the third quarter of 2023. All the tenant
contracts that came up for renewal in 2023 were renewed and the
company's contract retention rate has averaged a strong 94.7% since
2019. Eight of the company's safety facilities and two of its
residential re-entry facilities are idle, reflecting the challenge
of finding new customers if contracts are terminated.
Although CoreCivic's tenant roster consists of primarily investment
grade customers, some of its federal agency tenants, Bureau of
Prison (BOP) and US Marshalls (USMS), have been selectively
terminating their private prison contracts. Per a 2021 executive
order issued by the Biden administration, BOP and USMS contracts
with privately owned detention facilities will not be renewed upon
expiration. At the end of the third quarter of 2023, the company
had seven BOP contracts in its re-entry facilities that account of
less than 2% of CoreCivic's revenues and five USMS contracts at its
safety facilities. All of the BOP contracts have 2024 maturities
and three of the USMS contracts have 2024/2025 maturities. Despite
the Executive order, some USMS contracts that expired were renewed
because of the lack of alternatives and some others were converted
to Intergovernmental Agreements (IGA) that are not subject to the
Executive Order. Eleven of its safety facilities are being used by
Immigration and Customs Service (ICE), however ICE is not subject
to President Biden's 2021 executive order.
At the end of the third quarter of 2023, CoreCivic's net debt to
EBITDA was 3.4x and fixed charge coverage was 3.9x, both on a LTM
basis. Moody's expects net debt to EBITDA to remain close to 3.5x
in 2024 and 2025, however fixed charge coverage will decline to
about 3.5x.
The company's SGL-2 speculative grade liquidity rating reflects
good liquidity given near full availability on its revolver and
stable retained cash flows relative to its capital needs in
2024/2024. In October 2023, CoreCivic amended its credit facility
to increase the size of the term loan to $125 million from $100
million and the size of the revolving credit facility to $275
million from $250 million. The expiration dates were extended to
October 2028 from May 2026.
The stable rating outlook reflects Moody's expectation that
CoreCivic will continue to manage its balance sheet in a prudent
manner with sufficient liquidity to cover debt maturities over the
next 1-2 years as the operating and financing environment for
private prison operators will remain challenging.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating movement is unlikely in the short term and would
require material improvement in the demand outlook for private
prisons, improved access to capital, positive revenue and earnings
growth, and leverage and coverage ratios at current levels or
better on a sustained basis.
The ratings could be downgraded if net debt to EBITDA is above 4x
on a sustained basis and fixed charge coverage declines to and
remains below 3.5x (including Moody's standard adjustments).
Deterioration in liquidity or access to capital, and weakening
operating trends including a material decline in compensated
occupancy or an increase in the number of idle facilities could
also create downward rating pressure.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2022.
CoreCivic, Inc. (NYSE: CXW) is a leading owner of partnership
correctional, detention, and residential reentry facilities and one
of the largest prison operators in the United States.
CROWN JEWEL: Seeks to Hire G&B Law as Bankruptcy Counsel
--------------------------------------------------------
Crown Jewel Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ G&B Law, LLP
as its general bankruptcy counsel.
The firm's services include:
a. advising the Debtor as to its duties, rights and powers
under the Bankruptcy Code;
b. representing the Debtor with respect to bankruptcy issues
in the context of its pending case and representing the Debtor in
contested matters that would affect the administration of the case,
except to the extent that any such proceeding requires expertise in
areas of law outside of G&B's expertise;
c. assisting the Debtor in the negotiation, formulation and
confirmation of a plan of reorganization or a sale of its assets;
d. pursuing, litigating or settling litigation related to the
bankruptcy case, including objections to claims and potential
adversary proceedings;
e. providing other necessary legal services.
The firm's hourly rates are as follows:
Partners $695 per hour
Associates $500 to $595 per hour
Of Counsel $500 to $695 per hour
Law Clerk $195 per hour
Paralegal/Legal Assistant $95 to $295 per hour
G&B received a $25,000.00 pre-petition retainer. In addition, James
Eleopoulos., managing member of the Debtor, has committed to
advancing G&B an additional post-petition of
$57,000.
As disclosed in court filings, G&B is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Douglas M. Neistat, Esq.
G&B LAW, LLP
16000 Ventura Boulevard, Suite 1000
Encino, CA 91436
Tel: (818) 382-6200
Fax: (818) 986-6534
Email: dneistat@gblawllp.com
About Crown Jewel Properties
Crown Jewel Properties, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)) based in Signal Hill,
Calif.
Crown Jewel Properties filed its voluntary petition for Chapter 11
protection (Bankr. C.D. Calif. Case No. 21-17872) on Oct. 12, 2021,
listing up to $50 million in assets and up to $10 million in
liabilities. James Eleopoulos, managing member, signed the
petition.
Judge Neil W. Bason presides over the case.
Douglas M. Neistat, Esq., at G&B Law, LLP represents the Debtor as
legal counsel.
CUMBERLAND SERVICENTER: Seeks to Hire Teddi L. Olson as Accountant
------------------------------------------------------------------
Cumberland Servicenter, Inc. received approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Teddi L. Olson, CPA, to provide accounting and bookkeeping
services.
Teddi Olson, CPA, a local tax preparer at Teddi L Olson, CPA wil
charge $125 per hour for his services.
Mr. Olson assured the Court that he does not hold any interest
adverse to the Debtor or this estate, and Olson is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Mr. Olson can be reached at:
Teddi Olson, CPA
Teddi L. Olson, CPA
1907 W. Belle Plaine Ave.
Chicago, IL 60613
Tel: (773) 327-3280
Email: TLOlsonCPA@aol.com
About Cumberland Servicenter
Cumberland Servicenter, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-10920) on Aug. 21, 2023, with $1 million to $10 million in both
assets and liabilities. David Lopina, president, signed the
petition.
Judge Janet S. Baer oversees the case.
Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman represents the
Debtor as legal counsel.
DA GEORGE: Ruediger Mueller of TCMI Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI,
Inc. as Subchapter V trustee for DA George & Son's Construction,
Inc.
Mr. Mueller will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Mueller declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ruediger Mueller
TCMI, Inc.
1112 Watson Court
Reunion, FL 34747
Email: truste@tcmius.com
About DA George & Son's Construction
DA George & Son's Construction, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-01491) on December 8, 2023, with $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law represents the Debtor as
bankruptcy counsel.
DELIVERY & DISTRIBUTION: Neema Varghese Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 11 appointed Neema Varghese of NV
Consulting Services as Subchapter V trustee for Delivery &
Distribution Solutions, LLC.
Ms. Varghese will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Varghese declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Neema T. Varghese
NV Consulting Services
701 Potomac, Ste. 100
Naperville, IL 60565
Tel: (630) 697-4402
Email: nvarghese@nvconsultingservices.com
About Delivery & Distribution
Delivery & Distribution Solutions, LLC is a full-service courier
and logistics company. The company is based in Burr Ridge, Ill.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-16492) on December 8,
2023, with $296,002 in assets and $1,275,911 in liabilities. Denis
Monroe, managing member, signed the petition.
Gregory K. Stern, Esq., at Gregory K. Stern, P.C. represents the
Debtor as legal counsel.
DING TRANS: Seeks to Hire Law Offices of Alla Kachan as Counsel
---------------------------------------------------------------
Ding Trans Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ the Law Offices of Alla
Kachan, P.C. as counsel.
The firm will provide these services:
a. assisting Debtor in administering this case;
b. making such motions or taking such action as may be
appropriate or necessary under the Bankruptcy Code;
c. representing Debtor in prosecuting adversary prosecuting to
collect assets of the estate such other actions as Debtor deem
appropriate;
d. taking such steps as may be necessary for Debtor to marshal
and protect the estate's assets;
e. negotiating with Debtor's creditors in formulating a plan
of reorganization for Debtor in this case;
f. drafting and prosecuting the confirmation of Debtor's plan
of reorganization in this case; and
g. rendering such additional services as Debtor may require in
this case.
The firm will be paid at these rates:
Attorney $475 per hour
Clerk and Paraprofessional $250 per hour
The firm will be paid a retainer in the amount of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alla Kachan, a partner at Law Offices of Alla Kachan, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue., Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Ding Trans Corp.
Ding Trans Corp., a New York-based transportation company, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 22-41126) on May 24, 2022, listing as much as
$500,000 in both assets and liabilities. Shimon Navaro, president
of Ding Trans Corp., signed the petition.
Judge Nancy Hershey Lord oversees the case.
The Law Offices of Alla Kachan P.C. and Wisdom Professional
Services, Inc. serve as the Debtor's legal counsel and accountant,
respectively.
DMK PHARMACEUTICALS: Regains Full Rights to Commercialize ZIMHI
---------------------------------------------------------------
DMK Pharmaceuticals Corporation announced that it has regained the
full rights to commercialize ZIMHI (naloxone) after the termination
of an exclusive commercialization and distribution with US
WorldMeds, LLC.
DMK is now actively seeking commercialization opportunities for
ZIMHI, in the United States, Canada, and Europe, focused on new,
near-term revenues. In the United States, first responders are the
primary target for ZIMHI, where market data demonstrates
significant, unmet demand.
Eboo Versi, M.D., Ph.D., DMK's CEO commented, "I believe that ZIMHI
is the ideal product for first responders because it acts so
quickly to get patients breathing again to prevent death or
prolonged hospitalization especially when faced with a fentanyl
overdose. DMK is excited to engage with partners in the United
States and abroad to drive long-term growth through new
commercialization pathways. We will continue to execute an
ambitious operating plan in the United States and expand our
business relationships outside of the United States to maximize
benefits to patients and DMK's stakeholders, providing optimal
shareholder value."
About DMK Pharmaceuticals
DMK Pharmaceuticals (formerly known as Adamis Pharmaceuticals
Corporation) is a commercial stage neuro-biotech company primarily
focused on developing and commercializing products for the
treatment of opioid overdose and substance use disorders. DMK's
commercial products approved by the FDA include ZIMHI (naloxone)
Injection for the treatment of opioid overdose, and SYMJEPI
(epinephrine) Injection for use in the emergency treatment of acute
allergic reactions, including anaphylaxis.
In its Quarterly Report for the period ended September 30, 2023,
DMK said there is substantial doubt about its ability to continue
as a going concern, which may hinder its ability to obtain further
financing. Based on its current and anticipated
level of operations, the Company does not believe that its cash,
cash equivalents and short-term investments, together with
anticipated revenues from operations and amounts that it has
received or expect to receive as a result of its sales of assets
relating to its former U.S. Compounding, Inc. business or from
other sources, will be sufficient to meet its anticipated operating
expenses, liabilities and obligations for at least 12 months from
the date of the report.
EASTERN NIAGARA: US Trustee Says Disclosure Inadequate
------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
filed an objection to the Disclosure Statement for Plan of
Liquidation Under Chapter 11 of the Bankruptcy Code Dated November
10, 2023 proposed by Eastern Niagara Hospital, Inc.
The United States Trustee objects to the approval of the Disclosure
Statement in its current form for the reasons set forth herein. The
Disclosure Statement should not be approved because it does not
adequately provide the necessary, required detailed information and
disclosures. Absent further disclosure and explanation, the
Disclosure Statement fails to meet the requirements of 11 U.S.C. s
1125(a) because it does not contain adequate information;
therefore, it should not be approved in its current form.
The United States Trustee points out that the Disclosure Statement
and the Plan do not provide that the debtor will not receive a
discharge. The Disclosure Statement does not disclose, and the
Plan does not provide, that confirmation of the Plan will not
discharge the Debtor. Pursuant to 11 U.S.C. s 1141(d)(3), as (i)
the Plan is a plan of liquidation, (ii) the Debtor will not engage
in business postconsummation of the Plan (and is not engaging in
business now in fact), and (iii) the Debtor as a corporation would
not receive a discharge in chapter 7, confirmation of the Plan
cannot discharge the Debtor. While it is appropriate to enjoin
creditors from taking action against assets to be administered
through the Plan, the Disclosure Statement and the Plan must make
clear that confirmation of the Plan will not discharge the Debtor,
and following the Effective Date of the Plan creditors can
otherwise take action against the Debtor (but not against the
assets to be administered through the Plan).
The United States Trustee further points out that the plan is not
confirmable with the proposed non-consensual third-party releases:
* The proposed non-consensual release of the "Exculpated
Persons" is inappropriate. Indeed, such non-consensual third-party
releases extend to Citizens (the Debtor's secured creditor) as well
as non-debtors, the Catholic Health System and the Inter- Community
Health Systems Inc. Initially, however, even if such releases were
appropriate the disclosure regarding this is inadequate. It is not
explained why such releases are necessary, especially when the
Debtor is not entitled to a discharge. Further, the actual
identities of the individuals included in "Exculpated Persons" are
not disclosed.
* The nonconsensual, non-debtor, third-party releases in the
Plan require denial of confirmation and therefore the Disclosure
Statement cannot be approved because it does not pass muster under
Second Circuit precedent. A release of claims held by non-debtors
against other non-debtors is "a dramatic measure to be used
cautiously" and "is only proper in rare cases."
* The Purdue Pharma factors are not met here, despite the Second
Circuit's requirement that the factors be considered. First, the
Debtor has not shown that any of the numerous proposed (including
many unidentified individuals) released third parties have made
essential contributions to the Plan. As the Second Circuit held,
"if the only reason for the inclusion of a release is the
non-debtor's financial contribution to a restructuring plan, then
the release is not essential to the bankruptcy." Second, there has
been no proof that any of the proposed released parties have or
will contribute substantial assets to the reorganization. In Purdue
Pharma, the Second Circuit noted that the funds contributed to the
plan were one of the largest contributions in bankruptcy anywhere.
Here, the Disclosure Statement fails to identify any such
substantial contribution. The Disclosure Statement should
adequately explain the contributions and consideration the proposed
released parties are making to the Plan and the
reorganization.
Thus, the United States Trustee requests that Article IX.C of the
Plan be stricken in its entirety. Further, Article IX.G of the Plan
should be significantly altered to provide clearly that only the
Debtor, and the Committee on behalf of just the Committee, release
Citizens, CHS and ICH of any claims the Debtor and the Committee
may have.
The United States Trustee asserts that the exculpation is
impermissibly overbroad:
* The proposed exculpation provision set forth at Article IX.C
of the Plan is overly broad and should be more narrowly tailored
based on 11 U.S.C s 1125(e).
* The Disclosure Statement and the Plan should specifically
identify the persons to be exculpated and this should be limited to
those who actually performed fiduciary functions during the case.
* Citizens and CHS were not fiduciaries in this case and cannot
be exculpated. Yet, the Debtor includes them in the definition of
"Exculpated Persons".
* The Debtor must limit the definition of "Exculpated Person" to
persons who acted as fiduciaries in this case which would be the
Debtor, the Committee and the Committee members. Specifically
identified officers and directors of the Debtor can be included in
the definition. Attorneys and accountants should not be included
nor should non-fiduciary "employees", "agents" and "advisors" and
the other titles contained in the definition. Further, the
definition should not extend to persons in such roles in the
"future".
* There should be no prospective exculpation or release for a
Plan Administrator. Exculpation clauses should not extend past the
effective date of a plan, to avoid exculpating actions that have
not yet occurred and are yet unknown.
According to United States Trustee, the automatic stay cannot
continue post-effective date:
* Article IV.I.5 of the Disclosure Statement provides that the
automatic stay of 11 U.S.C. Sec. 362 will continue until entry of a
final decree. This is impermissible. 11 U.S.C. s 362(c) controls
the length of the automatic stay. As to property of the estate it
ends when the property revests in the Debtor and there no longer is
a bankruptcy estate. As to the Debtor, when the discharge is
disallowed the stay ends; this should be upon the Effective Date.
* Instead, the Plan should provide for an injunction
post-Effective Date protecting the assets to be administered.
About Eastern Niagara Hospital
Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a
not-for-profit organization focused on providing general medical
and surgical services.
Eastern Niagara Hospital sought Chapter 11 protection (Bankr.
W.D.N.Y. Case No. 20-10903) on July 8, 2020, with $10 million to
$50 million in both assets and liabilities. Judge Michael J. Kaplan
oversees the case.
The Debtor tapped Barclay Damon, LLP as its bankruptcy counsel;
Francis P. Weimer, Esq., as special counsel; Freed Maxick CPAs,
P.C. as financial advisor; and Lumsden & McCormick, LLP as
accountant.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Nov. 22, 2019. Bond Schoeneck & King, PLLC
and Next Point, LLC serve as the committee's legal counsel and
financial advisor, respectively.
Michele McKay was appointed as patient care ombudsman in the
Debtor's bankruptcy case. Jeffrey Dove, Esq., is the PCO's
attorney.
ENDO INTL PLC: Mohave County Gives Approval for Opioid Settlement
-----------------------------------------------------------------
Brandon Messick of Today's News-Herald reports that five years ago,
Mohave County was among the areas of Arizona most affected by the
Opioid Epidemic. As one of those companies undergoes bankruptcy
proceedings, the county has now voted in favor of weighing in on
the company's restructure - And how soon the county may receive
compensation.
Manufacturers allegedly involved in the Opioid Epidemic, either
through potentially deceptive or exploitative business practices,
have attempted to settle complaints in U.S. District Court through
hundreds of millions of dollars in settlements across dozens of
states. Others, such as Ireland-based Mallinckrodt Pharmaceuticals
and Endo International, are undergoing reorganization through
bankruptcy proceedings in the case. On Monday, December 11, 2023,
the Mohave County Board of Supervisors voted unanimously in favor
of allowing Phoenix-based attorney Keller Rohrback to vote on the
county's behalf in reference to a "plan of reorganization" by Endo
International.
About Endo International
Endo International plc (OTC: ENDPQ) is a generics and branded
pharmaceutical company. It develops, manufactures, and sells
branded and generic products to customers in a wide range of
medical fields, including endocrinology, orthopedics, urology,
oncology, neurology, and other specialty areas. On the Web:
http://www.endo.com/
On Aug. 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11 proceedings
(Bankr. S.D.N.Y. Lead Case No. 22-22549).
On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and
Operand Pharmaceuticals Holdco III Limited each filed a voluntary
Chapter 11 petition also in the U.S. Bankruptcy Court for the
Southern District of New York. On May 31, 2023, Operand
Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited
each filed a voluntary Chapter 11 petition also in the Southern
District of New York.
The Company's cases are jointly administered before the Honorable
James L. Garrity, Jr.
Endo initiated the financial restructuring process after reaching
an agreement with a group of its senior debtholders on a
transaction that would substantially reduce outstanding debt,
address remaining opioid and other litigation-related claims, and
best position Endo for the future. This would allow the Company to
advance its ongoing business transformation from a strengthened
financial position to create compelling value for its stakeholders
over the long term.
Endo's India-based entities are not part of the Chapter 11
proceedings. The Company has filed recognition proceedings in
Canada and expects to file similar proceedings in the United
Kingdom and Australia.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as
legal counsel; PJT Partners, LP as investment banker; and Alvarez &
Marsal North America, LLC as financial advisor. Kroll
Restructuring Administration, LLC, is the claims agent and
administrative advisor. A Website dedicated to the restructuring
is at http://www.endotomorrow.com/
Roger Frankel, the legal representative for future claimants in the
Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners,
LLC, as investment banker.
ETC SUNOCO: Egan-Jones Retains BB Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on November 27, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by ETC Sunoco Holdings LLC. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Philadelphia, Pennsylvania, ETC Sunoco Holdings
LLC distributes gasoline products.
FLUOR CORP: Egan-Jones Retains B Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on November 27, 2023, maintained its
'B' foreign currency and local currency senior unsecured ratings on
debt issued by Fluor Corporation. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in Irving, Texas, Fluor Corporation provides oil and
gas infrastructure construction services.
FR BR HOLDINGS: Moody's Withdraws Caa1 CFR on Debt Extinguishment
-----------------------------------------------------------------
Moody's Investors Service withdrew all of FR BR Holdings, L.L.C.'s
ratings, including its Caa1 Corporate Family Rating, D-PD
Probability of Default Rating and Caa1 senior secured term loan B
rating. The outlook was changed to rating withdrawn from negative.
The withdrawal follows the extinguishment of its outstanding
debt.
RATINGS RATIONALE
FR BR has extinguished its Caa1-rated senior secured term loan B at
a discount to par. All of FR BR's ratings have been withdrawn
because its rated debt is no longer outstanding.
FR BR is a First Reserve backed Delaware incorporated limited
liability company, which owns a 50% equity interest in Blue Racer
Midstream, LLC - an integrated midstream company focused in the
Utica and Marcellus Shale plays in Eastern Ohio, Pennsylvania, and
West Virginia.
GAP INC: Egan-Jones Retains B+ Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2023, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Gap, Inc. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in San Francisco, California, Gap, Inc. operates as a
clothing retailer.
GASTROENTEROLOGY CENTER: Taps Thomas J. Schultz as Accountant
-------------------------------------------------------------
The Gastroenterology Center of Virginia PLLC seeks approval from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Thomas J. Schultz CPA PC as its accountants.
The firm will assist the Debtor in complying with its
administrative responsibilities, supervision and preparation of tax
filings and returns, and developing and implementing a plan of
reorganization for the Debtor. as may be necessary in connection
with this case, at the maximum rate of $150 per hour, subject to
review by this Court.
As disclosed in the court filings, Thomas J. Schultz CPA PC is a
"disinterested person" within the meaning of 11 U.S.C. Sec.
101(14).
The firm can be reached at:
Thomas J. Schultz CPA PC
11921 Freedom Dr Suite 550
Reston, VA 20190
Phone: (703) 966-0669
About The Gastroenterology Center of Virginia PLLC
The Gastroenterology Center of Virginia PLLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Case No. 23-11800) on Nov. 2, 2023. The petition was
signed by R. Allen Blosser, MD, manager. At the time of filing, the
Debtor estimated $50,001 to $100,000 in assets and $1,000,001 to
$10 million in liabilities.
Kermit A. Rosenberg, Esq. at the Washington Global Law Group, PLLC
represents the Debtor as counsel.
GEORGIAN BACKYARD: Hires Law Offices of Alla Kachan as Counsel
--------------------------------------------------------------
Georgian Backyard LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ the Law Offices of
Alla Kachan, P.C. as counsel.
The firm will provide these services:
a. assisting Debtor in administering this case;
b. making such motions or taking such action as may be
appropriate or necessary under the Bankruptcy Code;
c. representing Debtor in prosecuting adversary prosecuting to
collect assets of the estate such other actions as Debtor deem
appropriate;
d. taking such steps as may be necessary for Debtor to marshal
and protect the estate's assets;
e. negotiating with Debtor's creditors in formulating a plan
of reorganization for Debtor in this case;
f. drafting and prosecuting the confirmation of Debtor's plan
of reorganization in this case; and
g. rendering such additional services as Debtor may require in
this case.
The firm will be paid at these rates:
Attorney $475 per hour
Clerk and Paraprofessional $250 per hour
The firm will be paid a retainer in the amount of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alla Kachan, a partner at Law Offices of Alla Kachan, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue., Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Georgian Backyard LLC
Georgian Backyard LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-43881) on Oct. 25, 2023, listing up to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Jil Mazer-Marino presides over the case.
Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C. represents
the Debtor as counsel.
GEORGIAN BACKYARD: Seeks to Hire Wisdom Professional as Accountant
------------------------------------------------------------------
Georgian Backyard LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Wisdom Professional
Services Inc. as accountant.
The firm will provide these services:
a. gathering and verifying all pertinent information required
to compile and prepare monthly operating reports; and
b. preparing monthly operating reports for the Debtor.
The firm will be paid at a rate of $275 per report and the expected
estimate monthly cost of services is $275.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $3,200.
Michael Shtarkman, CPA, a member of Wisdom Professional Services,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael Shtarkman, CPA
Wisdom Professional Services Inc.
626 Sheepshead Bay Road Suite 640
Brooklyn, NY 11224
Tel: (718) 554-6672
Email: mshtarkmancpa@gmail.com
About Georgian Backyard LLC
Georgian Backyard LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-43881) on Oct. 25, 2023, listing up to $50,000 in assets and
$100,001 to $500,000 in liabilities.
Judge Jil Mazer-Marino presides over the case.
Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C. represents
the Debtor as counsel.
GLOBAL ALARM: Susan Seflin of BG Law Named Subchapter V Trustee
---------------------------------------------------------------
The U.S. Trustee for Region 16 appointed Susan Seflin, Esq., a
partner at BG Law, as Subchapter V trustee for Global Alarm
Protection.
Ms. Seflin will be paid an hourly fee of $625 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred. The compensation for her trustee administrator
is $250 per hour.
Ms. Seflin declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Susan K. Seflin, Esq.
BG Law
21650 Oxnard St, Suite 500
Woodland Hills, CA 91367
Tel: (818) 827-9000
About Global Alarm Protection
Global Alarm Protection filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-18117) on Dec. 7, 2023, with $1 million to $10 million in both
assets and liabilities. Louis Fizli, chief operating officer,
signed the petition.
Judge Sandra R. Klein oversees the case.
Matthew D. Resnik, Esq., at RHM Law, LLP represents the Debtor as
bankruptcy counsel.
GLOBALSTAR INC: Egan-Jones Retains CC Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 29, 2023, maintained its
'CC' foreign currency and local currency senior unsecured ratings
on debt issued by Globalstar, Inc. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in Covington, Louisiana, Globalstar, Inc. provides
mobile voice and data communications services via satellite.
HARRIS ENERGY: Ordered to File Amended Plan by Jan. 3
-----------------------------------------------------
Judge Katherine Maloney Perhach has entered an order that Harris
Energy Group, Inc., et al., must file an amended disclosure
statement and an amended plan on or before Jan. 3, 2024.
A hearing to consider the approval of the amended disclosure
statement will be held on Jan. 25, 2024 at 9:30 a.m. at the United
States Courthouse at 517 East Wisconsin Avenue, Room 167,
Milwaukee, Wisconsin.
Any objections to the amended disclosure statement must be filed on
or before Jan. 17, 2024.
The Debtors may file a reply in support of the disclosure statement
on or before Jan. 23, 2024.
About Harris Energy Group
Harris Energy Group, Inc., and its affiliates own, operate, and
develop hydroelectric power plants in Wisconsin, Michigan, Iowa,
and Illinois, generating power for sale to public utilities,
governmental agencies, and private power producers. The plants
generate power when water from rivers or lakes flows through the
blades of a turbine. The turbines are connected to a generator that
makes electricity, which is then sold to either the Midcontinent
Independent System Operation or other public entities or private
companies through power purchase agreements.
Harris Energy and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No.
23-21117) on March 16, 2023. In the petition signed by its
chairman, William D. Harris, Harris Energy disclosed up to $50,000
in assets and up to $1 million in liabilities.
Judge Katherine Maloney Perhach oversees the cases.
The Debtors tapped Paul G. Swanson, Esq., at Steinhilber Swanson,
LLP, as legal counsel and MS Financial Services as financial
advisor.
HAVRE EAGLES: Seeks to Tap Clearwater Montana as Real Estate Agent
------------------------------------------------------------------
Havre Eagles Manor seeks approval from the U.S. Bankruptcy Court
for the District of Montana to employ Kevin Wetherell and
Clearwater Montana Properties as its real estate agents.
Clearwater will list, advertise, and sell the Debtor's property
located at Hill County, Montana.
Clearwater will receive a commission equal to 6 percent of the
sales price.
As disclosed in the court filings, Clearwater Montana is a
"disinterested person" as defined in 11 U.S.C., except that Holly
Harmon is a realtor with Clearwater, and is the daughter of Ron
Harmon, president of the Debtor.
The realtor can be reached through:
Kevin Wetherell
Clearwater Montana Properties
3134 Highway 83
Seeley Lake, MT 59868
Phone: (406) 677-7030
Email: kevin@cmpmontana.com
About Havre Eagles Manor
Havre Eagles Manor is engaged in the business of operating an adult
independent living facility in Havre, Hill County, Montana.
On June 20, 2023, Havre Eagles Manor commenced a voluntary
reorganization proceeding by the filing of a voluntary petition
under Chapter 11 of the United States Bankruptcy Code (Bankr. D.
Mont. Case No. 23-40044).
The Debtor is represented by Gary S. Deschenes, Esq.
HEARTLAND CABINETRY: Mark Weisbart Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Mark Weisbart of Hayward,
PLLC as Subchapter V trustee for Heartland Cabinetry and Furniture,
Inc.
Mr. Weisbart will be paid an hourly fee of $515 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Weisbart declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark A. Weisbart
Hayward, PLLC
10501 N Central Expy, Suite 106
Dallas, TX 75231
Phone: (972) 755-7103
Email: MWeisbart@HaywardFirm.com
About Heartland Cabinetry and Furniture
Heartland Cabinetry and Furniture, Inc. is a cabinet manufacturer
in Arlington, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 23-43797) on Dec. 8,
2023, with $1,027,237 in assets and $3,483,204 in liabilities. J.
Marcus Scrudder, president, signed the petition.
Judge Edward L. Morris oversees the case.
Trey Monsour, Esq., at Fox Rothschild, LLP represents the Debtor as
legal counsel.
IMPEL PHARMACEUTICALS: Hits Chapter 11 to Pursue Sale
-----------------------------------------------------
Impel Pharmaceuticals Inc. (OTCQX: IMPL), a commercial-stage
biopharmaceutical company with a mission to develop transformative
therapies for people suffering from diseases with high unmet
medical needs, on Dec. 19, 2023, announced that it is pursuing a
sale of the Company and has entered into an agreement with JN BIDCO
LLC to serve as the "stalking horse" bidder to acquire the Company
and its assets.
To facilitate an orderly sale process, the Company has filed
voluntary petitions to commence chapter 11 proceedings in the U.S.
Bankruptcy Court for the Northern District of Texas, which will
provide interested parties the opportunity to submit higher and
better offers.
The decision to file for Chapter 11 protection follows the
strategic review process that Impel announced in October 2023
during which the Company announced the exploration of a wide range
of options including potential sale of assets of the Company, a
sale of all the Company, a merger or other strategic transaction.
Impel's Interim President & Chief Executive Officer, Len Paolillo,
said: "After carefully reviewing all available strategic options
with our advisors, Impel made the decision to pursue a sale through
an in-court restructuring process. Impel is mindful of the many
patients who rely on Trudhesa for migraine relief, and the Company
is confident that this is the right option to maximize value for
all stakeholders and ensure the continued availability of this
important product."
Impel intends to continue operating as usual throughout the
court-supervised sale process, including providing wages and
benefits to employees. To enable this, the Company has filed
certain customary "First Day" motions with the Court. Upon Court
approval of these First Day motions, the Company expects to
minimize the impact of the sale process on the Company's customers,
employees, and other key stakeholders.
The Company has also appointed Brandon Smith, a Senior Managing
Director at Teneo Capital LLC, as Chief Restructuring Officer. Mr.
Smith has more than 20 years of experience leading financial and
operational restructuring matters, often in interim management
roles. He previously held senior roles at firms including Ernst &
Young, CR3 Partners, and Deloitte.
In accordance with the sale process under Section 363 of the
Bankruptcy Code, the Company will solicit competing bids from
interested parties, in an effort to achieve the highest and best
value for the Company's assets. Impel seeks to complete the sale
process in the first quarter of 2024, with any sale subject to
Court approval.
Court filings and additional information related to the proceedings
are available at https://omniagentsolutions.com/Impel. Stakeholders
with questions can contact the Company's claims agent, Omni Agent
Solutions, at ImpelInquiries@OmniAgnt.com or (888) 202-6183, or
(747) 288-6396 for international calls.
About Impel Pharmaceuticals
Impel Pharmaceuticals Inc. is a commercial-stage pharmaceutical
company developing transformative therapies for people suffering
from diseases with high unmet medical needs. Impel offers
development opportunities that pair its proprietary POD technology
with well-established therapeutics. In September 2021, Impel
received U.S. FDA approval for its first product, Trudhesa® nasal
spray, which is approved in the U.S. for the acute treatment of
migraine with or without aura in adults. On the Web:
https://impelpharma.com/
Impel Pharmaceuticals Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80016) on
Dec. 20, 2023.
In the petition filed by Brandon Smith, as chief restructuring
officer, the Debtor disclosed total assets of $35,073,000 and total
debt of $126,978,000 as of Sept. 30, 2023.
The case is overseen by the Honorable Bankruptcy Judge Stacey G.
Jernigan.
Impel is being advised by Moelis & Company LLC as its investment
banker, Teneo Capital LLC as its financial advisor, and Sidley
Austin LLP and Fenwick & West LLP as legal counsel. Omni Agent
Solutions is the claims agent.
INTERNATIONAL GAME: Egan-Jones Retains B Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on November 28, 2023, maintained its
'B' foreign currency and local currency senior unsecured ratings on
debt issued by International Game Technology. EJR also withdraws
the rating on commercial paper issued by the Company.
Headquartered in Reno, Nevada, International Game Technology
designs and manufactures computerized casino gaming systems.
INVERSIONES LATIN AMERICA: Hires Epiq as Administrative Agent
-------------------------------------------------------------
Inversiones Latin America Power Ltda and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to employ
Epiq Corporate Restructuring, LLC as its administrative agent.
The firm will render these services:
a. assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as prepare any
appropriate reports, as required in furtherance of confirmation of
plan(s) of reorganization, and in connection with such services,
process requests for documents from parties in interest;
b. generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;
c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
chapter 11 plan; and
f. provide such other processing, solicitation, balloting and
other administrative services.
The firm will be paid at these rates:
Clerical/Administrative Support WAIVED
IT / Programming $65 - $100 per hour
Project Managers/Consultants/ Directors $100 - $190 per hour
Solicitation Consultant $200 per hour
Executive Vice President, Solicitation $235 per hour
Executives No Charge
Prior to the Petition Date, the Debtors paid the firm a retainer in
the amount of $25,000, plus a payment of $55,000 for an estimate of
prepetition services rendered.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kathryn Mailloux, senior director at Epiq, disclosed in a court
filing that she is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kathryn Mailloux
Epiq Corporate Restructuring, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Phone: (646) 282-2532
Email: kmailloux@epiqglobal.com
About Inversiones Latin America
Inversiones Latin America Power Ltda. is a clean energy company
that owns and operates wind generation plants with an aggregate
installed capacity of 239.2 megawatts (MW) and is engaged in the
generation of electricity business in northern Chile.
Inversiones owns and operates two wind farm projects: (1) a 193.2
MW facility located in Freirina, Vallenar in the region of Atacama
(the "San Juan Project"), currently the second largest wind farm
project by capacity in Chile, and (2) a 46.0 MW facility located in
Canela, in the region of Coquimbo (the "Totoral Project"). The San
Juan Project has been fully operational since March 2017 and the
Totoral Project has been fully operational since January 2010. Both
wind projects are located in areas characterized for their strong
and highly predictable wind resource.
Inversiones Latin America Power Ltda. and affiliates San Juan S.A.
and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 23-11891) on Nov. 30, 2023.
Inversiones estimated assets and debt of $100 million to $500
million as of the bankruptcy filing.
The Hon. Judge John P. Mastando III is the case judge.
The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD
FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA &
VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ
CORPORATE RESTRUCTURING, LLC, is the claims agent.
INVERSIONES LATIN AMERICA: Taps AlixPartners as Financial Advisor
-----------------------------------------------------------------
Inversiones Latin America Power Ltda. and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to employ
AlixPartners, LLP, as its financial advisor.
The firm's services include:
a. assisting in the preparation of bankruptcy petition(s) and
first day motions, coordinating and providing administrative
support for the proceeding and development of the Plan, if
necessary;
b. assisting with the preparation of: (i) the Disclosure
Statement and the Plan, (ii) a best-interests test/liquidation
analysis, (iii) any statements of financial affairs and schedules
of assets and liabilities, (iv) any claims analysis, and (v)
monthly operating reports and other regular reporting required by
the Court;
c. providing assistance with the implementation of orders
entered by the Court;
d. providing assistance to the Debtors' financial function
including, without limitation, assisting the Debtors in: (i) cash
management, planning, general accounting, accounting cut-off,
financial reporting, and information management, and (ii)
formulation and negotiation with respect to the Plan;
e. preparing and maintaining budgets and 13-week cash
forecasts and evaluate variances thereto, as required by the
Debtors' lenders;
f. assisting the Debtors' management and its professionals
specifically assigned to sourcing, negotiating and implementing any
financing, including DIP and exit financing facilities, in
conjunction with the Plan and the overall restructuring;
g. assisting the Debtors in negotiations with stakeholders and
their representatives; and
h. assisting the Debtors with such other matters as may be
requested that fall within AlixPartners' expertise and that are
mutually agreeable.
The firm will be paid at these rates:
Partner & Managing Director $1,140 to $1,400 per hour
Partner $1,115 per hour
Director $880 to $1,070 per hour
Senior Vice President $735 to $860 per hour
Vice President $585 to $725 per hour
Consultant $215 to $565 per hour
Paraprofessional $360 to $380 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received from the Debtors a retainer of $300,000.
Robb McWilliams, a managing director at AlixPartners, disclosed in
court filings 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:
Robb McWilliams, CPA
ALIXPARTNERS, LLP
2101 Cedar Springs Rd #1100
Dallas, TX 75201
Telephone: (214) 647-7500
Email: rmcwilliams@alixpartners.com
About Inversiones Latin America
Inversiones Latin America Power Ltda. is a clean energy company
that owns and operates wind generation plants with an aggregate
installed capacity of 239.2 megawatts (MW) and is engaged in the
generation of electricity business in northern Chile.
Inversiones owns and operates two wind farm projects: (1) a 193.2
MW facility located in Freirina, Vallenar in the region of Atacama
(the "San Juan Project"), currently the second largest wind farm
project by capacity in Chile, and (2) a 46.0 MW facility located in
Canela, in the region of Coquimbo (the "Totoral Project"). The San
Juan Project has been fully operational since March 2017 and the
Totoral Project has been fully operational since January 2010. Both
wind projects are located in areas characterized for their strong
and highly predictable wind resource.
Inversiones Latin America Power Ltda. and affiliates San Juan S.A.
and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 23-11891) on Nov. 30, 2023.
Inversiones estimated assets and debt of $100 million to $500
million as of the bankruptcy filing.
The Hon. Judge John P. Mastando III is the case judge.
The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD
FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA &
VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ
CORPORATE RESTRUCTURING, LLC, is the claims agent.
INVERSIONES LATIN AMERICA: Taps Greenberg Traurig as Legal Counsel
------------------------------------------------------------------
Inversiones Latin America Power Ltda and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to employ
Greenberg Traurig, LLP as their attorneys.
The firm's services include:
a. providing legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
their business and management of their property;
b. negotiating, drafting, and pursuing all documentation
necessary in these Chapter 11 Cases;
c. preparing, on behalf of the Debtors, applications, motions,
answers, orders, reports, and other legal papers necessary to the
administration of the Debtors' estates;
d. appearing before the Court to protect the interests of the
Debtors;
e. preparing, negotiating and taking all necessary or
appropriate actions in connection with a plan or plans of
reorganization and all related documents and transactions
contemplated;
f. attending meetings and negotiating with representatives of
creditors, the United States Trustee, and other
parties-in-interest;
g. providing legal advice to the Debtors regarding bankruptcy
law, corporate law, securities, employment, labor, litigation,
intellectual property and other issues attendant to the Debtors'
business operations;
h. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates; and
i. performing other legal services for, and providing other
necessary legal advice to, the Debtors, which may be necessary and
proper in these Chapter 11 Cases or otherwise requested by the
Debtors and reasonably acceptable to Greenberg Traurig.
The firm will be paid at these hourly rates:
Shareholders $1,165 to $1,680
Of Counsel $825 to $995
Associates $565 to $900
Legal Assistants/Paralegals $300 to $500
Oscar Pinkas, Esq., a shareholder at Greenberg Traurig, LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Oscar N. Pinkas, Esq.
Greenberg Traurig, LLP
One Vanderbilt Avenue
New York, NY 10017
Tel: (212) 801-9200
Fax: (212) 801-6400
Email: pinkaso@gtlaw.com
About Inversiones Latin America
Inversiones Latin America Power Ltda. is a clean energy company
that owns and operates wind generation plants with an aggregate
installed capacity of 239.2 megawatts (MW) and is engaged in the
generation of electricity business in northern Chile.
Inversiones owns and operates two wind farm projects: (1) a 193.2
MW facility located in Freirina, Vallenar in the region of Atacama
(the "San Juan Project"), currently the second largest wind farm
project by capacity in Chile, and (2) a 46.0 MW facility located in
Canela, in the region of Coquimbo (the "Totoral Project"). The San
Juan Project has been fully operational since March 2017 and the
Totoral Project has been fully operational since January 2010. Both
wind projects are located in areas characterized for their strong
and highly predictable wind resource.
Inversiones Latin America Power Ltda. and affiliates San Juan S.A.
and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 23-11891) on Nov. 30, 2023.
Inversiones estimated assets and debt of $100 million to $500
million as of the bankruptcy filing.
The Hon. Judge John P. Mastando III is the case judge.
The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD
FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA &
VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ
CORPORATE RESTRUCTURING, LLC, is the claims agent.
INVERSIONES LATIN AMERICA: Taps Lazard Freres as Investment Banker
------------------------------------------------------------------
Inversiones Latin America Power Ltda and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to employ
Lazard Freres & Co. LLC as their investment banker.
The firm's services include:
(a) reviewing and analyzing the Debtors' business, operations,
and financial projections;
(b) evaluating the Debtors' potential debt capacity in light
of its projected cash flows;
(c) assisting in the determination of a capital structure for
the Debtors;
(d) assisting in the determination of a range of values for
the Debtors on a going concern basis;
(e) advising the Debtors on tactics and strategies for
negotiating with the Stakeholders;
(f) rendering financial advice to the Debtors and
participating in meetings or negotiations with the Stakeholders
and/or rating agencies or other appropriate parties in connection
with any Restructuring;
(g) advising the Debtors on the timing, nature, and terms of
new securities, other consideration or other inducements to be
offered pursuant to any Restructuring;
(h) advising and assisting the Debtors in evaluating any
potential Financing transaction by the Debtors, and, subject to
Lazard's agreement so to act and, if requested by Lazard, to
execution of appropriate agreements, on behalf of the Debtors,
contacting potential sources of capital as the Debtors may
designate and assisting the Debtors in implementing such
Financing;
(i) assisting the Debtors in preparing documentation within
Lazard's area of expertise that is required in connection with any
Restructuring;
(j) attending meetings of the Board of Directors of
Inversiones Latin America Power Ltda. with respect to matters on
which Lazard has been engaged to advise under the Engagement
Letter;
(k) providing testimony, as necessary, with respect to matters
on which Lazard has been engaged to advise under the Engagement
Letter in any proceeding before the Bankruptcy Court; and
(l) providing the Debtors with other financial restructuring
advice.
The firm will be compensated as follows:
(a) Monthly Fee: The Debtors shall pay Lazard a monthly fee of
$150,000 for each month of Lazard's engagement, payable in
accordance with any applicable orders of the Court. All Monthly
Fees paid shall be deducted from (without duplication) any
Restructuring Fee payable.
(b) Restructuring Fee: With respect to any Restructuring, the
Debtors shall pay Lazard a fee that is equal to the sum of (i) 0.7
percent of the amount of the Existing Obligations that are subject
to such Restructuring Fee, and (ii) an amount of $237,000, with a
minimum Restructuring Fee equal to $2,537,000, payable upon the
consummation of the Restructuring.
(c) Financing Fee: If the Debtors propose to effect any
Financing, the Debtors shall pay Lazard a fee, the calculation of
which shall be agreed upon by the Debtors and Lazard in good faith
and which shall (i) reflect fees customarily paid to Lazard for
similar transactions, and (ii) not in any case be greater than 2
percent of the aggregate gross proceeds (including any committed
but undrawn amounts) of the Financing.
(d) Expense Reimbursement: In addition to any fees that may be
payable to Lazard and, regardless of whether any transaction
occurs, the Debtors have agreed to promptly reimburse Lazard for
all reasonable expenses incurred in connection with, or arising out
of Lazard's activities under or contemplated by the engagement of
up to $35,000 (including travel and lodging, data processing and
communications charges, courier services and other expenditures)
and the reasonable fees and expenses of counsel, if any, retained
by Lazard. Lazard must request prior authorization from the Debtors
for any out-of-pocket costs and expenses higher than $5,000
individually and $35,000 in the aggregate, and the Debtors have
agreed that such pre-approval shall not be unreasonably denied or
withheld. Such disbursements will not be reimbursed to Lazard
unless such prior approval by the Debtors is obtained (email being
sufficient). The foregoing cap and preapproval procedure shall not
apply with respect to legal fees and expenses incurred pursuant to
the Indemnification Letter.
(e) Other Fees and Expenses: The Debtors shall pay Lazard any
fees, costs, or expenses arising out of the Debtors' obligations
under the Indemnification Letter. The Debtors and Lazard have
agreed that the expense limitations set forth in clause (d) above
do not apply to the Indemnification Letter.
Ari Lefkovits, a managing director at Lazard Freres & Co. LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Ari Lefkovits
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Tel: (212) 632-6000
About Inversiones Latin America
Inversiones Latin America Power Ltda. is a clean energy company
that owns and operates wind generation plants with an aggregate
installed capacity of 239.2 megawatts (MW) and is engaged in the
generation of electricity business in northern Chile.
Inversiones owns and operates two wind farm projects: (1) a 193.2
MW facility located in Freirina, Vallenar in the region of Atacama
(the "San Juan Project"), currently the second largest wind farm
project by capacity in Chile, and (2) a 46.0 MW facility located in
Canela, in the region of Coquimbo (the "Totoral Project"). The San
Juan Project has been fully operational since March 2017 and the
Totoral Project has been fully operational since January 2010. Both
wind projects are located in areas characterized for their strong
and highly predictable wind resource.
Inversiones Latin America Power Ltda. and affiliates San Juan S.A.
and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 23-11891) on Nov. 30, 2023.
Inversiones estimated assets and debt of $100 million to $500
million as of the bankruptcy filing.
The Hon. Judge John P. Mastando III is the case judge.
The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD
FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA &
VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ
CORPORATE RESTRUCTURING, LLC, is the claims agent.
INVERSIONES LATIN AMERICA: Taps Ordinary Course Professionals
-------------------------------------------------------------
Inversiones Latin America Power Ltda and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to retain
and compensate legal and other professionals in the ordinary course
of business.
The OCP's include:
Barros Silva Varela & Vigil Abogados Ltda
Av. Apoquindo 3600 OF 1301
-- Legal -- Corporate
Contact: Fernando Barros
fbarros@bsvv.cl
BDO
Av. Americo Vespucio Sur 100,
piso 11, Las Condes, Región
Metropolitana
-- Financial Consulting
Contact: Emilio Venegas
evenegas@bdo.cl
Claro y Cia
Avenida Apoquindo 3721, piso 14,
Las Condes, Santiago, Chile
-- Legal - PEC 2 Monetization
Contact: Cristobal Guzman
cguzman@claro.cl
EY Serv. Profesionales De Audit y Asesor SpA
Avda. Presidente Riesco N 5420,
Oficina 1801, Piso 18, Las Condes
-- Audit Services
Contact: Isabel Ortega
isabel.ortega@cl.ey.com
Nelson Contador Abogados & Consultores
Alonso de Cordova 5870, Piso 15.
Las Condes, Santiago, Chile
-- Legal -- Corporate
Contact: Maria Ignacia Contador
ignaciacontador@ncrabogados.cl
Ogier (Cayman) LLP
89 Nexus Way, Camana Bay,
Grand Cayman, Cayman Islands KY1-9009
-- Legal - Cayman Counsel
Contact: James Heinicke
james.heinicke@ogier.com
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020-1095
-- Legal - PEC 2 Monetization
Contact: Angeles Femenia
angeles.femenia@whitecase.com
About Inversiones Latin America
Inversiones Latin America Power Ltda. is a clean energy company
that owns and operates wind generation plants with an aggregate
installed capacity of 239.2 megawatts (MW) and is engaged in the
generation of electricity business in northern Chile.
Inversiones owns and operates two wind farm projects: (1) a 193.2
MW facility located in Freirina, Vallenar in the region of Atacama
(the "San Juan Project"), currently the second largest wind farm
project by capacity in Chile, and (2) a 46.0 MW facility located in
Canela, in the region of Coquimbo (the "Totoral Project"). The San
Juan Project has been fully operational since March 2017 and the
Totoral Project has been fully operational since January 2010. Both
wind projects are located in areas characterized for their strong
and highly predictable wind resource.
Inversiones Latin America Power Ltda. and affiliates San Juan S.A.
and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 23-11891) on Nov. 30, 2023.
Inversiones estimated assets and debt of $100 million to $500
million as of the bankruptcy filing.
The Hon. Judge John P. Mastando III is the case judge.
The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD
FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA &
VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ
CORPORATE RESTRUCTURING, LLC, is the claims agent.
IRON MOUNTAIN: Egan-Jones Retains BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 4, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Iron Mountain Incorporated. EJR also withdraws
the rating on commercial paper issued by the Company.
Headquartered in Boston, Massachusetts, Iron Mountain Incorporated
is a storage and information management company.
ITALIAN GRILLE: Seeks to Hire Michelle Steele as Bookkeeper
-----------------------------------------------------------
Italian Grille and Deli, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of West Virginia to hire
Michelle Steele, a professional based in West Va., as its
bookkeeper.
Ms. Steele will render these services:
(a) review all financial statements;
(b) prepare and assist in the preparation and filing of the
Debtor's Monthly Operating Reports;
(c) assist the Debtor's counsel in preparation of financial
projections to be used in connection with a Disclosure Statement
and Plan; and
(d) prepare weekly payroll and prepare quarterly payroll tax
returns and pay weekly payroll taxes.
Ms. Steele will be billed at an hourly rate of $75 for her
services.
As disclosed in court filings, Ms. Steele does not represent
interests adverse to the Debtor or the estate in the matters upon
which she has been engaged.
The professional can be reached at:
Michelle Steele
Michelle Steele Accounting Solutions, Inc.
5306 Dalewood Drive
Cross Lanes, WV 25313
Telephone: (304) 553-2294
About Italian Grille and Deli
Italian Grille and Deli, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No.
23-30290) on November 15, 2023, listing up to $50,000 in both
assets and liabilities.
Joseph W. Caldwell, Esq. at Caldwell & Riffee represents the Debtor
as counsel.
JCF FREEPORT: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 8 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 cases of JCF Freeport North, LLC and JCF Freeport North
Holdings, LLC.
About JCF Freeport North
JCF Freeport North Holdings, LLC and JCF Freeport North, LLC filed
voluntary Chapter 11 petitions (Bankr. M.D. Tenn. Cases No.
23-04052 and 23-04055, respectively) on Nov. 2, 2023.
JCF Freeport North Holdings listed $4,629 in assets and $5,545,831
in liabilities while JCF Freeport North listed $7,041,200 in assets
and $5,878,439 in liabilities at the time of the filing.
Judge Charles M. Walker oversees the cases.
R. Alex Payne, Esq., at Dunham Hildebrand, PLLC and Tortola
Advisors, LLC serve as the Debtors' legal counsel and restructuring
advisor, respectively. Steve Curnutte of Tortola Advisors is the
Debtors' chief restructuring officer.
JCF HILTON: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The U.S. Trustee for Region 8 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 cases of JCF Hilton Head, LLC and JCF Hilton Head
Holdings, LLC.
About JCF Hilton Head
JCF Hilton Head Holdings, LLC and JCF Hilton Head, LLC filed their
voluntary Chapter 11 petitions (Bankr. M.D. Tenn. Cases No.
23-04053 and 23-04056, respectively) on Nov. 2, 2023.
JCF Hilton Head Holdings listed $2,031 in assets and $10,775,349 in
liabilities while JCF Hilton Head listed $6,200,000 in assets and
$4,861,282 in liabilities at the time of the filing.
Judge Charles M. Walker oversees the cases.
R. Alex Payne, Esq., at Dunham Hildebrand, PLLC and Tortola
Advisors, LLC serve as the Debtors' legal counsel and restructuring
advisor, respectively. Steve Curnutte of Tortola Advisors is the
Debtors' chief restructuring officer.
JCF PANAMA: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The U.S. Trustee for Region 8 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 cases of JCF Panama Clara North Holdings, LLC and JCF
Panama Clara North, LLC.
About JCF Panama Clara North
JCF Panama Clara North Holdings, LLC and JCF Panama Clara North,
LLC filed voluntary Chapter 11 petitions (Bankr. M.D. Tenn. Cases
No. 23-04054 and 23-04057, respectively) on Nov. 2, 2023.
JCF Panama Clara North Holdings listed $2,384 in assets and
$4,399,166 in liabilities while JCF Panama Clara North, LLC listed
$2,516,850 in assets and $1,650,000 in liabilities.
Judge Charles M. Walker oversees the cases.
R. Alex Payne, Esq., at Dunham Hildebrand, PLLC and Tortola
Advisors, LLC serve as the Debtors' legal counsel and restructuring
advisor, respectively. Steve Curnutte of Tortola Advisors is the
Debtors' chief restructuring officer.
JOANN INC: Registers 400K Additional Common Shares Under 2021 ESPP
------------------------------------------------------------------
JOANN Inc. filed a Form S-8 registration statement with the
Securities and Exchange Commission to register an additional
400,000 shares of Common Stock, par value $0.01 per share under the
JOANN Inc. 2021 Employee Stock Purchase Plan.
A full-text copy of the regulatory filing is available at:
https://www.sec.gov/Archives/edgar/data/1834585/000119312523295509/d74309ds8.htm
About JOANN
JOANN operates in the fabric and sewing industry with one of the
largest assortments of arts and crafts products. JOANN has
transformed itself into a fully-integrated, digitally-connected
omni-channel retailer.
JOANN reported a net loss of $200.6 million for the year ended Jan.
28, 2023. As of July 29, 2023, the Company had $2.26 billion in
total assets, $563.3 million in total current liabilities, $1.09
billion in long-term debt, $714.8 million in long-term operating
lease liabilities, $20.4 million in long-term deferred income
taxes, $29.2 million in other long-term liabilities, and a total
shareholders' deficit of $162.2 million.
* * *
As reported by the TCR on July 14, 2023, S&P Global Ratings lowered
its ratings on U.S.-based creative products retailer Joann Inc. to
'CCC' from 'CCC+'. The outlook is negative, reflecting the risk
S&P could lower its rating on Joann if liquidity deteriorates or
the company pursues a debt transaction that S&P views as tantamount
to default.
KERF INC: Feb. 5 Plan Confirmation Hearing Set
----------------------------------------------
Judge David M. Warren has entered an order conditionally approving
the Disclosure Statement of Kerf, Inc.
Jan. 29, 2024, is fixed as the last day for filing and serving
written objections to the disclosure statement.
The hearing on confirmation of the plan will be on Monday, Feb. 5,
2024 at 12:30 p.m. in 300 Fayetteville Street, 3rd Floor Courtroom,
Raleigh, NC 27601.
Jan. 29, 2024 is fixed as the last day for filing written
acceptances or rejections of the plan.
Jan. 29, 2024 is fixed as the last day for filing and serving
written objections to confirmation of the plan.
About Kerf Inc.
Kerf, Inc., sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-03508) on Dec 1, 2023,
listing under $1 million in both assets and liabilities. The
petition was signed by Lora Dean, representative.
Danny Bradford, Esq., at Bradford Law Offices, is the Debtor's
counsel.
KIRBY CORP: Egan-Jones Retains BB Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on December 5, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Kirby Corporation. EJR also withdraws the rating
on commercial paper issued by the Company.
Headquartered in Houston, Texas, Kirby Corporation operates a fleet
of inland tank barges.
KNS HOLDCO: S&P Lowers ICR to 'B-', On CreditWatch Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'B-' from
'B' on U.S.-based KNS Holdco LLC due to weaker credit metrics and
reduced liquidity.
S&P said, "Concurrently, we lowered our issue-level ratings on the
company's revolving credit facility and senior secured first-lien
term loan to 'B-' from 'B'. The recovery rating is '3', indicating
our expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default.
"We placed all of our ratings, including our 'B-' issuer credit
rating, on CreditWatch with negative implications. Resolution of
the CreditWatch placement, which we expect will occur in in January
of 2024, will depend on our assessment of KNS' ability to improve
credit metrics and liquidity. The company could potentially achieve
this by driving sales and profit growth through effective
advertising and relaunch of the Jenny Craig brand, despite weakness
of its core customers, which we expect will remain under pressure.
"We lowered our ratings because of elevated leverage, weak interest
coverage, negative FOCF, and lower cash and revolver availability
as of the third quarter of 2023."
KNS' customer base has been under pressure for more than a year
because of inflation and deteriorating household financial
flexibility. Consumers' declining savings, elevated credit card
balances, and higher interest costs are some of the factors
straining discretionary spending. As a result, demand for KNS' core
weight loss product, Nutrisystem, has weakened meaningfully. KNS'
sales continued to decline by low double digit percent year over
year in the third quarter, straining margins and cash flow. There
is potential for liquidity and cash flow to come under more
pressure in 2024.
The CreditWatch placement reflects the potential for a lower
rating.
S&P said, "We could lower the rating if we determine after further
analytical review that KNS will not be able to increase S&P Global
Ratings-adjusted EBITDA sufficiently to cover its interest expense
by 1.5x or more. We could also lower the rating if we determine the
company's current liquidity prospects over the next 12 months are
less than adequate, including high debt service requirements that
may need to be funded with its revolving credit facility given the
potential for negative FOCF.
"We expect to resolve the CreditWatch placement in January of 2024
and will focus on the company's ability to improve liquidity and
operating performance such that EBITDA interest and debt service
coverage increases materially from its currently very weak levels.
We will also factor in any potential business plans that the
company might have to improve top-line growth and margin
enhancement. We will also focus on consumer spending and the
prospects for the weight management industry in 2024, which has
been under increasing pressure for over a year."
LATROBE ASSOCIATES: Hires Dickie McCamey & Chilcote as Counsel
--------------------------------------------------------------
Latrobe Associates, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Dickie
McCamey & Chilcote, P.C. as its bankruptcy counsel.
The firm's services include:
a. providing legal advice with respect to Debtor's duties in
this matter and in the
maintenance and management of assets;
b. taking all necessary actions to protect and to preserve
Debtor's bankruptcy estate through prosecuting actions on behalf of
the Debtor and defending against any actions commenced against the
Debtor;
c. preparing all necessary motions, answers, orders, reports
and other legal papers and documentation that might be necessary in
the administration of Debtor's bankruptcy case; and
d. performing any and all other representation and services.
The current hourly rate for counsel is $350 per hour for partners
and $225 for associates, and $150 for paralegals.
Gregory Michaels, Esq., a shareholder of Dickie McCamey, assured
the court that his firm is a "disinterested person" as defined in
Section 101(14) of the U.S. Bankruptcy Code.
The firm can be reached through:
Gregory C. Michaels, Esq.
DICKIE MCCAMEY & CHILCOTE, P.C.
TWO PPG PLACE, SUITE 400
PITTSBURGH, PA 15222-5402
Phone: (412) 392-5355
Email: gmichaels@dmclaw.com
About Latrobe Associates, Inc.
Latrobe Associates is a custom manufacturer of thermoset and
thermoplastic molded components.
Latrobe Associates, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
23-22612) on Dec. 1, 2023. The petition was signed by Matthew
Redmond as chief financial officer. At the time of filing, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.
Gregory C. Michaels, Esq. at Dickie, Mccamey & Chilcote, PC
represents the Debtor as counsel.
LG TRUCKING: $1.1M Unsecured Claims to Recover 6% in Plan
---------------------------------------------------------
LG Trucking, LLC, submitted a Second Amended Plan of Reorganization
for Small Business dated December 19, 2023.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income that is sufficient to pay
creditors holding allowed secured and priority unsecured claims
while maintaining a minimal and necessary level of liquidity and
working capital.
This Plan provides for a small distribution to creditors holding
non-priority unsecured claims, which distribution equals and/or
exceeds the amount that said creditors would receive under a
liquidation, and further, which distribution, as is applicable to
one creditor, namely Steven Bennett, will be funded from an equity
infusion by Grady Holmes, Jr. The Debtor will pay the claims within
no more than 5 years of confirmation of the Plan.
This Plan proposes to pay certain creditors of the Debtor from cash
flow from future earnings; and, as is applicable to one creditor,
namely Steven Bennett, proposed to pay said creditor from an equity
infusion by Grady Holmes, Jr. The Debtor intends to keep all assets
as disclosed within its bankruptcy schedules. The Debtor does not
intend to liquidate or dispose of any property; however, if
disposition or liquidation of property becomes necessary for a
successful reorganization, the Debtor will undertake such necessary
disposition or liquidation.
Class 2 consists of the Secured Claim of Alabama Department of
Revenue. The Alabama Department of Revenue filed Proof of Claim
number 1 in the amount of $2,847.54 ("Claim #1"). Claim #1 is
secured in the amount of $2,847.54 by a statutory lien against "Any
and All Property and Property Interests of the Debtor(s)" as
evidenced by the documents provided in support of Claim #1.
Upon confirmation of this Plan, Claim #1 will be paid in full at
$2,847.54, at a fixed interest rate of 7.0% per annum, in equal
monthly installments of $485.33, for a period of 6 months, or until
the secured claim is paid in full. Once the secured claim is paid
in full as provided herein this Plan, the Alabama Department of
Revenue shall release its lien on the property or the collateral
and the Debtor will be released from any and all further liability
on the secured claim.
Class 3 consists of the Secured Claims of Farmers & Merchants Bank.
Upon confirmation of this Plan, Claims #6, #7, #8, #9, #10, #11,
#12 and #13 will be paid in full at a combined aggregate amount of
$564,614.803 (which accounts for Debtor's pre confirmation adequate
protection payments, 4 each), at a fixed interest rate of 7.99% per
annum, in equal monthly installment payments of $13,781.25, for a
period of 48 months, or until the secured claims are paid in full
as provided in this Plan.
The total note amount accounts for 4 adequate protection payments
in the amount of $9,000.00 per payment for a total of $36,000.00;
accordingly, Farmers and Merchants Bank shall adjust the final note
amount to account for any adequate protection payments in excess of
$36,000.00, as applicable, into the final promissory note and
security agreement. Once the secured claims are paid in full as
provided herein this Plan, Farmers and Merchants Bank shall release
its lien on the property or the collateral, and the Debtor will be
released from any and all further liability on the secured claims.
Class 4 consists of Non-priority unsecured creditors. The allowed
unsecured claims total $1,119,947.94. Upon confirmation of this
Plan, the creditors holding certain allowed non-priority unsecured
claims, to-wit, Claim #2, Claim #3, Claim #4 and Claim #5, will be
paid a total distribution of approximately 6% of the amount of each
respective claim, without interest, in a single payment or until
the claims are satisfied pursuant to the terms of this Plan. Once
these allowed non priority unsecured claims are paid as provided in
this Plan, the Debtor will be released from any and all further
liability on these claims.
Upon confirmation of this Plan, Steven Bennett, a creditor who
holds an allowed nonpriority unsecured claim, to-wit, Claim #14,
will be paid a total distribution of approximately 6% of his claim
or the aggregate amount of $67,500.00, as set forth in the chart
above, which payment shall be made within no more than 12 months
after the Effective Date of this Plan, with interest as follows: a)
0% interest if payment is made within 90 days or less after the
Effective Date of this Plan; b) 4% interest if payment is made
between 91 days and 180 days after the Effective Date of this Plan;
or c) 6% interest if payment is made after 180 days of the
Effective Date of this Plan. Once the allowed non-priority
unsecured claim is paid as provided in this Plan, the Debtor will
be released from any and all further liability on said claim and
Steven Bennett shall file any and all documents necessary to
effectuate the satisfactions of judgment and releases of lien
associated with the claim(s).
The Debtor will retain its personal property, subject to the
encumbrances and liens thereon as provided herein, which will allow
the Debtor to operate its business and pay its creditors from
future earnings derived from such operations.
A full-text copy of the Second Amended Plan dated December 19, 2023
is available at https://urlcurt.com/u?l=MjYBNp from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Anthony B. Bush, Esq.
The Bush Law Firm, LLC
Parliament Place Professional Center
3198 Parliament Circle 302
Montgomery, AL 36116
Phone: (334) 263-7733
Facsimile: (334) 832-4390
Email: anthonybbush@yahoo.com
abush@bushlegalfirm.com
About LG Trucking
LG Trucking, LLC, operates a timber harvesting or logging business
in Lee County, Ala.
LG Trucking sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ala. Case No. 23-80613) on June 9,
2023. In the petition signed by Grady Holmes, Jr., member, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Anthony Bush, Esq., at The Bush Law Firm, LLC, is the Debtor's
legal counsel.
LOYALITY INVESTMENT: Taps Bach Law Offices as Bankruptcy Counsel
----------------------------------------------------------------
Loyality Investment & Management, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Bach Law Offices, Inc. as its counsel.
The Debtor requires legal counsel to:
(a) prepare a Chapter 11 plan and disclosure statement;
(b) represent the Debtor in matters concerning negotiation
with creditors;
(c) examine and resolve claims filed against the estate;
(d) prepare and prosecute adversary matters; and
(e) represent the Debtor in matters before the bankruptcy
court.
The hourly rates of the firm's counsel are as follows:
Paul M. Bach $425
Penelope N. Bach $425
The firm received an initial retainer in the amount of $5,000
including the filing fee of $1,738.
Paul Bach, Esq., an attorney at Bach Law Offices, 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:
Paul M. Bach, Esq.
BACH LAW OFFICES, INC.
P.O. Box 1285
Northbrook, IL 60065
Telephone: (847) 564-0808
Facsimile: (847) 564-0985
Email: pnbach@bachoffices.com
About Loyality Investment & Management
Loyality Investment & Management, Inc. sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-14273) on October 25, 2023, listing $50,001 to $100,000 in
assets and up to $50,000 in liabilities. Paul M. Bach, Esq. at Bach
Law Offices represents the Debtor as counsel.
LUMEN TECHNOLOGIES: Outside Date to Complete TSA Deal Extended
--------------------------------------------------------------
Lumen Technologies, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Company accepted the
offer of the Majority Consenting Parties to extend the outside date
for completion of the transactions contemplated by the Transaction
Support Agreement to Jan. 31, 2024.
All other terms, agreements, rights and conditions of the
Transaction Support Agreement remain unwaived and unchanged and
continue in full force and effect. The consummation of the TSA
Transactions remains subject to the satisfaction of various closing
conditions.
On Oct. 31, 2023, Lumen entered into the Transaction Support
Agreement with Level 3 Financing, Inc., Qwest Corporation, and
certain holders of the debt of the Company and Level 3.
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an
international facilities-based technology and communications
company focused on providing its business and mass markets
customers with a broad array of integrated products and services
necessary to fully participate in its ever-evolving digital world.
The Company's platform empowers its customers to swiftly adjust
digital programs to meet immediate demands, create efficiencies,
accelerate market access and reduce costs -- allowing customers to
rapidly evolve their IT programs to address dynamic changes.
Lumen reported a net loss of $1.55 billion in 2022.
* * *
As reported by the TCR on Aug. 24, 2023, Moody's Investors Service
downgraded Lumen Technologies, Inc.'s corporate family rating to
Caa1 from B2. Moody's said the downgrade reflects the Company's
increasing financial risks and continued weak operating
performance.
Also in August 2023, S&P Global Ratings lowered its issuer credit
rating on U.S.-based telecommunications service provider Lumen
Technologies Inc. to two notches to 'CCC+' from 'B'. S&P said "The
two-notch downgrade reflects our view that Lumen's capital
structure is unsustainable longer term. We expect the company's
operating and financial performance will remain challenged for the
next couple of years as its turnaround plan faces significant
challenges."
MACERICH CO: Egan-Jones Retains BB+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on December 12, 2023, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Macerich Company.
Headquartered in Santa Monica, California, Macerich Company is a
fully integrated self-managed and self-administered real estate
investment trust.
MADERA COMMUNITY: California DHCS Wants Recoupment in Disclosures
-----------------------------------------------------------------
The Creditor California Department of Health Care Services opposes
the Official Committee of Unsecured Creditors' motion for an Order
Approving the Chapter 11 Plan Disclosure Statement of debtor Madera
Community Hospital on the grounds that the Disclosure Statement and
Chapter 11 Plan, as currently written, would permanently enjoin the
Department from equitably recouping Medi-Cal overpayments, in
contravention of the controlling law of the Ninth Circuit.
The Department therefore requests that the Court modify the
Disclosure Statement and the Chapter 11 Plan to allow recoupment as
permitted under the law.
Attorneys for Creditor California Department of Health Care
Services:
Rob Bonta, Esq.
Attorney General of California
Benjamin G. Diehl, Esq.
Supervising Deputy Attorney General
Kenneth K. Wang, Esq.
Grant Lien, Esq.
Deputy Attorneys General
1300 I St., Suite 125
P.O. Box 944255
Sacramento, CA 94244-2550
Tel: (916) 210-7920
Fax: (916) 324-5567
E-mail: Grant.Lien@doj.ca.gov
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-10457) on March
10, 2023. In the petition signed by its chief executive officer,
Karen Paolinelli, the Debtor disclosed $50 million to $100 million
in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley,
as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc.
as special counsels; and JWT & Associates, LLP as accountant.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors in the Debtor's Chapter 11 case. The committee
tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal
counsels and FTI Consulting, Inc., as financial advisor.
MADERA COMMUNITY: Creditors' Committee Proposes Liquidating Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors filed an Amended
Disclosure Statement for Chapter 11 Plan of Liquidation for debtor
Madera Community Hospital.
The Plan is a plan of liquidation which, among other things,
provides for a Liquidation Trustee to liquidate or otherwise
dispose of the remaining assets of the Estate, to the extent such
assets were not previously monetized to Cash or otherwise
transferred by the Debtor prior to the Effective Date (including,
without limitation, pursuant to a post-petition Bankruptcy
Court-approved sale of the Debtor's assets or the consummation of a
Reopening Transaction). The Liquidation Trustee would also
distribute all net proceeds to creditors, including payment in full
of all Allowed Administrative Expense Claims, Allowed Priority Tax
Claims, Allowed Other Priority Claims (Class 1), Allowed Other
Secured Claims (Class 2) (subject to the Liquidation Trustee's
election of alternative treatments under the Plan and solely to
extent of the value of the collateral which secured such Claims)
and Allowed SAMC Secured Obligations (Class 3) (subject to the
Liquidation Trustee's election of alternative treatments under the
Plan and solely to extent of the value of the collateral which
secured such Claims), generally in accordance with the priority
scheme under the Bankruptcy Code, subject to the terms of the Plan.
Subject to the terms of the Plan, the net proceeds from any asset
sale, Reopening Transaction and Causes of Action will be used to
fund recoveries under the Plan to Holders of Allowed Claims
entitled to distributions under the Plan.
Under the Plan, a Holder of an Allowed General Unsecured Claim in
Class 4 will receive its Pro Rata share of the Liquidation Trust
Interests, which, in general, will entitle the Holder thereof to
its Pro Rata interest in the aggregate amount of the Net
Distributable Assets. The Net Distributable Assets are net of
amounts necessary to fund the payment of, as applicable and except
as otherwise agreed by the Holders of such Claims, Allowed\
Administrative Expense Claims, Allowed Priority Tax Claims, Allowed
Other Priority Claims, Allowed Other Secured Claims, Allowed SAMC
Secured Obligations and Trust Expenses, and/or any reserves
established for the foregoing.
As reflected in the Plan Recovery Analysis, in addition to Cash on
Hand, the Estate includes certain real and personal property, any
proceeds of which will be used to fund distributions to creditors
in accordance with the terms of the Plan. The Estate also contains
potential Causes of Action that will be transferred to the
Liquidation Trust under the Plan, all of which are preserved unless
the Plan expressly provides otherwise. No value has been attributed
to litigation claims for purposes of this Disclosure Statement and
the Plan Recovery Analysis. The Plan also enables the Committee to
pursue and consummate a Reopening Transaction if, at any time
before the Effective Date, it determines in its sole discretion
that consummation of such Reopening Transaction is in the best
interests of the Estate and Creditors.
Under the Plan Class 4 General Unsecured Claims total $15,746,553
to $29,392,055 and will recover 68.2% to 100% of their claims.
Each Holder of an Allowed General Unsecured Claim will receive its
Pro Rata share of the Liquidation Trust Interests, which will
entitle such Holder to its Pro Rata Share of the Liquidation Trust
Assets. Class 4 is impaired.
The Plan provides for: (a) the disposition of substantially all the
Assets of the Debtor and its estate and the distribution of the net
proceeds thereof to Holders of Allowed Claims, consistent with the
priority provisions of the Bankruptcy Code; (b) the winding down of
the Debtor and its affairs by the Liquidation Trustee; and (c) the
creation of a mechanism for the Liquidation Trustee to pursue,
litigate, waive, settle, and compromise Causes of Action
(including, but not limited to, D&O Claims and Tort Claims) to
maximize Creditor recoveries. The Plan also enables the Committee
to pursue and consummate a Reopening Transaction if, at any time
before the Effective Date, it determines in its sole discretion
that consummation of such Reopening Transaction is in the best
interests of the Estate and Creditors.
The source of all distributions and payments under the Plan will be
the Distributable Assets and the proceeds thereof. Distributions to
the Holders of Liquidation Trust Interests will be funded entirely
from Liquidation Trust Assets consisting of Net Distributable
Assets.
The Liquidation Trustee, in his or her discretion, shall have the
authority to allocate and reallocate Liquidation Trust Assets
(including Cash, and including with respect to any reserves
provided for under the Plan) as necessary to effectuate the Plan
without further notice to any party, or action, approval, or order
of the Bankruptcy Court, to the extent such allocation or
reallocation would not be inconsistent with the terms of the Plan;
provided, however, that the Liquidation Trustee may, but is not
required to, apply to the Bankruptcy Court on notice to the parties
included on the Post-Effective Date Notice List prior to making any
such allocation or reallocation.
"Distributable Assets" means, except as otherwise noted herein, any
and all real, personal, or other property of the Debtor of any
nature as of the Effective Date and the Liquidation Trust from and
after the Effective Date, and any and all proceeds of the
foregoing, as the case may be, of any nature whatsoever (whether
liquidated or unliquidated, matured or unmatured, or fixed or
contingent), including, but not limited to, (i) any Cash on Hand;
(ii) any Excess Professional Fee Trust Amount; (iii) the D&O
Liability Insurance Policies; (iv) the Retained Causes of Action
(including, but not limited to, Tort Claims and D&O Claims); and
(v) the proceeds of the foregoing.
Only the Holders of Claims in Class 4 are entitled to vote to
accept or reject the Plan. To be counted, Ballots cast by Holders
must be received by the Plan Proponent by 5:00 p.m. (prevailing
Pacific Time) on Feb. 13, 2024, the Voting Deadline.
The Plan confirmation hearing is slated to commence on Feb. 27,
2024 at 9:30 a.m. (prevailing Pacific Time). The deadline for
objections to confirmation of the Plan is Feb. 13, 2024 at 4:00
p.m. (prevailing Pacific Time).
Co-Counsel to the Official Committee of Unsecured Creditors:
Paul S. Jasper, Esq.
PERKINS COIE LLP
505 Howard St., Suite 1000
San Francisco, CA 94105
Tel: (415) 344-7000
Fax: 415.344.7050
E-mail: PJasper@perkinscoie.com
-and-
Andrew H. Sherman, Esq.
Boris I. Mankovetskiy, Esq.
SILLS CUMMIS & GROSS P.C.
One Riverfront Plaza
Newark, NJ 07102
Tel: (973) 643-7000
Fax: (973) 643-6500
E-mail: ASherman@sillscummis.com
BMankovetskiy@sillscummis.com
A copy of the Disclosure Statement dated Dec. 15, 2023, is
available at https://tinyurl.ph/LMNwT from PacerMonitor.com.
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-10457) on March
10, 2023. In the petition signed by its chief executive officer,
Karen Paolinelli, the Debtor disclosed $50 million to $100 million
in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley,
as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc.
as special counsels; and JWT & Associates, LLP as accountant.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors in the Debtor's Chapter 11 case. The committee
tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal
counsels and FTI Consulting, Inc., as financial advisor.
MADERA COMMUNITY: SAMC Says Disclosure Statement Lacks Clarity
--------------------------------------------------------------
Saint Agnes Medical Center ("SAMC") filed an objection to the
Official Committee of Unsecured Creditors' motion for an order
approving disclosure statement and approving related matters for
debtor Madera Community Hospital.
SAMC submits that the Disclosure Statement lacks clarity and
sufficient disclosure regarding issues of material importance to
SAMC and, thus, should be amended prior to solicitation of the
Plan. Most importantly, there is insufficient disclosure regarding
how the Debtors can seek approval of the Disclosure Statement and
confirmation of the Plan without specifying the treatment of the
SAMC Secured Obligations.
The Disclosure Statement and Plan describe the treatment for SAMC
Secured Obligations in Class3 as follows:
The legal, equitable, and contractual rights of Holders of SAMC
Secured Obligations are unaltered by the Plan. With respect to
Allowed SAMC Secured Obligations, on or as soon as reasonably
practicable after the later of (i) the Initial Distribution Date if
such SAMC Secured Obligation is an Allowed SAMC Secured Obligation
on the Effective Date, or (ii) the date on which such SAMC Secured
Obligation becomes an Allowed SAMC Secured Obligation, each Holder
of an Allowed SAMC Secured Obligation will receive in full
satisfaction, settlement, discharge, and release of, and in
exchange for, such Allowed SAMC Secured Obligation, at the election
of the Liquidation Trustee: (A) Cash equal to the amount of such
Allowed SAMC Secured Obligation; (B) such other less favorable
treatment as to which the Liquidation Trustee and the Holder of
such Allowed SAMC Secured Obligation will have agreed upon in
writing; or (C) such other treatment such that it will not be
Impaired.
Clause "(C)" of the proposed treatment of the SAMC Secured
Obligations allows for the Liquidating Trustee to treat SAMC
Secured Obligations in any way that will render such claims
unimpaired, without the further consent of SAMC. Therefore,
following the proposed confirmation of the Plan, SAMC will still be
left guessing at how its claims will be treated. Given that the
Committee proposes to treat SAMC Secured Obligations as Unimpaired
under the Plan, the inclusion of clause "(C)" nullifies the
remaining description of its claims' treatment. SAMC would have
been served equally well had the Committee left blank the treatment
section for allowed SAMC Secured Obligations.
SAMC submits that it is unable to make an informed judgment about
the Plan given that the treatment of its claim is left entirely
subject to the decision-making of the Liquidation Trustee after
confirmation of the Plan, and it is impossible for SAMC to
anticipate the treatment of its claims in advance of confirmation.
To remedy the lack of clarity, prior to solicitation, the
Disclosure Statement and the Plan must be amended to either (i)
remove clause "(C)" from the treatment of Allowed SAMC Secured
Obligations or any other treatment, or (ii) require the consent of
any Holder of SAMC Secured Obligation prior to receiving any
treatment other than that set forth in clause "(A)".
Attorneys for Creditor Saint Agnes Medical Center:
Shane J. Moses, Esq.
EDWARD J. Green, Esq.
Tamar N. Dolcourt, Esq.
FOLEY & LARDNER LLP
555 California St., Suite 1700
San Francisco, CA 94104-1520
Tel: (415) 434-4484
Fax: (415) 434-4507
E-mail: smoses@foley.com
egreen@foley.com
tdolcourt@foley.com
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-10457) on March
10, 2023. In the petition signed by its chief executive officer,
Karen Paolinelli, the Debtor disclosed $50 million to $100 million
in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley,
as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc.
as special counsels; and JWT & Associates, LLP as accountant.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors in the Debtor's Chapter 11 case. The committee
tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal
counsels and FTI Consulting, Inc., as financial advisor.
MALLINCKRODT PLC: GoldenTree, 2 Others Report 10.5% Ordinary Shares
-------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, GoldenTree Asset Management LP, GoldenTree Asset
Management LLC, and Steven A. Tananbaum reported beneficial
ownership of 2,071,023 ordinary shares of Mallinckrodt plc,
representing 10.5% of the shares outstanding. This percentage is
based on 19,696,335 Ordinary Shares outstanding as of November 14,
2023, and based on the Issuer's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 15, 2023.
A full-text copy of the regulatory filing is available at:
https://www.sec.gov/Archives/edgar/data/1278951/000149315223044707/formsc13g.htm
About Mallinckrodt plc
Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is
a global business consisting of multiple wholly-owned subsidiaries
that develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active
pharmaceutical ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them. Mallinckrodt in mid-June 2022 successfully completed
its reorganization process, emerged from Chapter 11 and completed
the Irish Examinership proceedings.
Mallinckrodt Plc said in a regulatory filing in early June 2023
that it was considering a second bankruptcy filing and other
options after its lenders raised concerns over an upcoming $200
million payment related to opioid-related litigation.
Mallinckrodt plc and certain of its affiliates again sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28,
2023. Mallinckrodt disclosed $5,106,900,000 in assets and
$3,512,000,000 in liabilities as of June 30, 2023.
Judge John T. Dorsey oversees the new cases.
In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A. as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Ropes & Gray, LLP as litigation counsel;
Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as
investment banker; and AlixPartners, LLP, as restructuring
advisor.
In the new Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A., as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Guggenheim Securities, LLC, as investment
banker; and AlixPartners, LLP, as restructuring advisor. Kroll is
the claims agent.
MASTEC INC: Egan-Jones Retains BB Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on December 5, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by MasTec, Inc. EJR also withdraws the rating on
commercial paper issued by the Company.
Headquartered in Coral Gables, Florida, MasTec, Inc. is a specialty
contractor operating across a range of industries.
MEDALLION MIDLAND: Fitch Cuts Rating on Sec. Term Loan B to 'BB-'
-----------------------------------------------------------------
Fitch Ratings has downgraded Medallion Midland Acquisition, LP's
(Medallion) senior secured term loan B to 'BB-'/'RR3' from
'BB'/'RR2' following the incremental term loan B offering. This was
driven by the lower recovery percentage of term loan B as a result
of the increase in senior secured debt balance. Medallion's
Long-Term Issuer Default Rating (IDR) is affirmed at 'B+' and the
Rating Outlook is Stable.
Medallion will use the net proceeds from the incremental term loan
B, currently expected to be $50 million, to pay a distribution to
the equity holder. The incremental debt will elevate the FY 2023
leverage beyond Fitch's prior expectations and the company's
long-term net leverage target of 4.0x.
KEY RATING DRIVERS
Add-on Term Loan Financing: Medallion is issuing a $50 million
add-on senior secured term loan, the proceeds from which will be
used to fund the distributions to its sponsor Global Infrastructure
Partners (GIP). Post transaction, Medallion will have approximately
$872 million in term loan B debt outstanding and a leverage of
approximately 4.4x by the end of 2023. The leverage is now four
ticks higher than what Fitch expected when Fitch upgraded the term
loan rating to 'BB'/'RR2' in May 2023. Barring no major
transactions or sizable debt reduction, Fitch expects the recovery
rating to remain unchanged at 'BB-'/'RR3' with the current 'B+'
IDR.
Management has a stated net leverage target of 4.0x, which is low
for the rating category. Fitch anticipates sporadic dividend
recapitalization when leverage dips below 4.0x. The agency expects
leverage to fluctuate between 4.0x and 4.5x during the forecast
period.
Limited Size and Single Basin Focus: With EBITDA below $300
million, Medallion is relatively small in size, consistent with a
'B' category IDR. Fitch anticipates the company's adjusted EBITDA
to exceed $200 million by 2024, or as early as YE 2023, given its
strong performance in 2023. While Medallion's operational focus is
within the highly economic Midland Basin, it has limited
diversification given it is essentially a single-basin operator.
The limited scale and lack of diversification, in Fitch's view,
subjects Medallion to outsized event risk and capital market access
risk should there be any severe disruption in productions.
Midland Asset Base: Medallion benefits from its strategic location
in the Midland Basin, where oil production has remained resilient
in different commodity price cycles. Medallion's crude oil
gathering and intra-basin transport system is well positioned in
the basin, and its dedicated acreage represents a sizable portion
of the basin's production. With an estimated break-even oil price
of approximately $40/bbl for many of Medallion's producers, Fitch
anticipates continued volume growth in a softening oil price
environment.
Medallion's well-connected system also allows the company to
steadily increase the margin-based marketing revenue in recent
years. As of Sept. 30, 2023, marketing business contributed
approximately 12% of Medallion's total revenues year-to-date, up
from about 8% for the same period in 2022.
Volumetric Risk: Medallion's revenues are predominantly supported
by long-term fixed-fee contracts. Around 25%-35% of the volumes are
derived from private companies that have increased production at a
greater pace than their public peers. Fitch expects to see a larger
pull back from these private producers should commodity prices
decline significantly.
Medallion is subject to volumetric risk as its contracts contain
minimal volume protection. Medallion historical volume growth was
generally in line with the system growth in Midland and
demonstrated resilience during the short-term disruptions. The
volumetric risk is also partially mitigated by Medallion's strong
customer base with largely public and/or investment-grade
producers.
Concentrated Counterparty Exposure: Over half of Medallion's
volumes are expected to be contributed by its top three
investment-grade customers. The capital discipline or production
delays from these customers may have a sizable impact on the
partnership's volume growth. A mitigating factor is the increasing
number of customers in the portfolio that exhibit considerable
variety in pace and phasing of growth. The overall credit profile
of the customer base continues to improve as the customers
consolidate and grow in size.
Competitive Risks: Medallion is located in and around a significant
amount of existing gathering infrastructure, including the flexible
service of trucks, which could provide a significant amount of
competition with respect to Medallion adding dedicated acreage. The
gathering sub-sector has low barriers to entry, relative to most
other midstream sub-sectors. Medallion's dedicated acreage
increased by about 10% since early 2020 when the current
infrastructure was substantially completed. No material acreage
dedication contracts are set to expire in Fitch's forecast period.
Supportive Sponsor: The ratings recognize that Medallion benefits
from a supportive sponsor, Global Infrastructure Partners, which
has invested a significant amount of equity into Medallion. Fitch
anticipates GIP will continue to support accretive growth projects
but may, from time to time, seek to recoup some unpaid dividends in
the early phase of its investment in Medallion.
DERIVATION SUMMARY
Oryx: Medallion's closest peer is Oryx Midstream Services Permian
Basin LLC (Oryx; BB-/Stable). Oryx is a holdco owning a 35% stake
in a joint venture (JV) with Plains All American Pipeline L.P.
(BBB-/Stable). Oryx is slightly larger in size considering the
annual distribution (in lieu of EBITDA) from JV. Oryx has a much
larger asset base with its footprint in both Delaware and Midland
sub-basins. Its customers are more diversified and no single
customer accounts for over 16% of its volume. Medallion has a
higher counterparty concentration risk as over 50% of its volume
are from top three producers.
Oryx's leverage is currently at around 6.0x and Fitch expects the
leverage to decline to below 5.0x by 2024, compared with
Medallion's forecast leverage of at or below 4.5x in the same
period. The JV structure also constrains Oryx' ability to exercise
unilateral control over JV's financial policy. Oryx's lower
business risk is partially offset by its slightly higher financial
risk.
M6: M6 ETX Holdings II MidCo LLC's (M6; B+/Stable) provides natural
gas gathering, processing and transportation services in the East
Texas portion of the Haynesville Basin. 20%-25% of M6's EBITDA
comes from take-or-pay contracts, offering higher volume
protection. An offsetting factor is the stronger volume growth
experienced by Medallion in recent years given its footprint in
Midland Basin. Both companies have about 10%-15% exposure to
margin-based businesses, i.e., the relationships between two prices
for a commodity or commodities, and the spreads can relate to
location or time.
Fitch expects M6's leverage to decline below 3.5x vs Medallion's
4.0x-4.5x in the forecast period. Both companies position strongly
in the rating category and leverage is not a distinguishing
factor.
KEY ASSUMPTIONS
- Fitch's price deck of WTI price deck of $78/bbl in 2023, $75/bbl
in 2024, $65/bbl in 2025, $60/bbl in 2026, and $57/bbl thereafter;
- Double-digit growth in 2023 and declining growth rates in out
years;
- 2023 capex forecast to be $80 million;
- Debt financed capex or distributions when leverage remains below
4.5x;
- Base interest expense reflects the Fitch Global Economic Outlook,
except that increases are tempered by the existence of a derivative
hedging part of the exposure. Base interest rates are assumed to be
5.50% in 2023, 4.75% in 2024, and 3.50% in 2025;
- No acquisition is assumed.
RECOVERY ANALYSIS
Recovery analysis assumes a default driven by a combination of
events, including a significant decline in the price of oil to $32
per barrel in 2025 (as per Fitch's price deck stress case) and
another price war by OPEC+, causing drilling activities to be
paused for an extended period of time.
Fitch assumes the going-concern EBITDA at Medallion to be
approximately $130 million, reflecting the steady state non-growth
cash flow to service corporate debt. Fitch used a multiple of 6.0x
to calculate a post-reorganization valuation, which is in the range
of most multiples seen in recent reorganizations in the energy
sector. There have been a limited number of bankruptcies within the
midstream sector.
Two recent gathering and processing bankruptcies of companies
indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best
estimates. In Fitch's recent Bankruptcy Case Study Report, "Energy,
Power and Commodities Bankruptcies Enterprise Value and Creditor
Recoveries," published in September 2021, the median enterprise
valuation exit multiple for the 51 energy cases with sufficient
data to estimate was 5.3x, with a wide range of multiples
observed.
Using this going concern cash flow and a 10% administrative claim
in the recovery calculation as specified in Fitch's Corporates
Notching and Recovery Ratings Criteria, the agency determines the
term loan's recovery rating to be 'RR3', which implies good
recovery.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- An upgrade is not expected in the near term given Medallion's
limited size and scale. However, a positive rating action/upgrade
can occur if Medallion's EBITDA sustains at approximately $300
million per annum in Fitch's forecast horizon.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Actual or forecast leverage, total debt with equity
credit/adjusted EBITDA, is above 6.0x on a sustained basis;
- A further leveraging event causing a spike above Fitch's
downgrade threshold in 2024 and beyond;
- Significantly lower than expected volume growth;
- A significant increase in capex, targeted towards higher business
risk projects.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Medallion's liquidity to remain
adequate. Liquidity, as of September 30, 2023, consisted of full
availability under its $100 million super senior secured revolving
credit facility, which is effectively senior to its term loan, and
$14.8 million of cash. The credit facility matures in October
2026.
The term loan requires 1% per annum amortizations and requires the
company to maintain a debt service coverage ratio (DSCR), as
defined in the agreement, of above 1.1x. The DSCR was 3.19x at
Sept. 30, 2023, well above the covenant. The revolving credit
facility contains restrictions on debt to capital, leverage, and
debt service coverage ratios. Medallion was in compliance with its
financial covenants as of Sept. 30, 2023 and Fitch expects it to
remain so throughout the forecast period.
ISSUER PROFILE
Medallion Midstream is a Permian Basin focused midstream services
company, with assets located largely in the Midland basin. The
company provides crude oil gathering and intra-state transportation
services in Texas.
SUMMARY OF FINANCIAL ADJUSTMENTS
Regarding unconsolidated affiliates, Fitch calculates midstream
energy companies' EBITDA by use of cash distributions from those
affiliates, rather than by use of equity in earnings. Non-cash
mark-to-market expenses of various types are added back to the base
profit figure to arrive at adjusted EBITDA.
ESG CONSIDERATIONS
Medallion Midland Acquisition, L.P. has an ESG Relevance Score of
'4' for Governance Structure and Financial Transparency as
private-equity backed midstream entities typically have less
structural and financial disclosure transparency than publicly
traded issuers, which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
MEDALLION MIDLAND
ACQUISITION, L.P. LT IDR B+ Affirmed B+
senior secured LT BB- Downgrade RR3 BB
MEDICAL HEALING: Seeks to Hire Bruner Wright as Bankruptcy Counsel
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Medical Healing Center, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to employ Bruner Wright,
P.A. as its counsel.
The Debtor requires a counsel to give legal advice with respect to
its powers and duties in this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Robert C. Bruner $450/hour
Byron Wright III $375/hour
Samantha A. Kelley $350/hour
Paralegal $150/hour
The firm received a retainer of $5,000 from the Debtor.
Byron Wright III, Esq., a member at Bruner Wright, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert C. Bruner, Esq.
Byron Wright III, Esq.
BRUNER WRIGHT, PA
2810 Remington Green Circle
Tallahassee, FL 32308
Telephone: (850) 385-0342
Facsimile: (850) 270-2441
Email: rbruner@brunerwright.com
twright@brunerwright.com
About Medical Healing Center, LLC
Medical Healing provides adult primary care with an emphasis on
holistic medicine.
Medical Healing Center, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
23-40478) on Dec. 12, 2023. The petition was signed by Angela D
Myers as managing member. At the time of filing, the Debtor
estimated $100,000 to $500,000 in assets and $1 million to $10
million in liabilities.
Byron W. Wright III, Esq. at BRUNER WRIGHT, P.A. represents the
Debtor as counsel.
MERCON COFFEE: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Mercon
Coffee Corporation and its affiliates.
The committee members are:
1. Aklilu Kassa Chirrissa
Nardos Coffee Export
Akaki Kality Subcity Woreda 05
House No 9999
Tel No: +251911749045
Email: nardoscoffee1@gmail.com
2. Banapina de Nicaragua, S.A.
Edificio siglo XXI modulo 14.
Iglesia La Recolección
1 cuadra al norte, ½ al oeste
Leon, Nicaragua
Tel No: (505) 5739 4602
Email: mcalderon1@freshdelmonte.com
3. London Forfaiting Company Ltd.
15-18 Austin Friars
London EC2N 2HE United Kingdom
Tel No: +44 20 7397 1510
Email: greg.bernardi@forfaiting.com
carlos.lunardini@forfaiting.com
lorna.pillow@forfaiting.com
simon.lay@forfaiting.com
tony.knight@forfaiting.com
duncan.friggieri@forfaiting.com
4. Banco Agromercantil de Guatemala S.A.
7th Avenue, 7-30, zone 9
Guatemala City, E.D BAM Central
Postal code: 01009
Tel No: (+502) 4769-0018
Email: andres.deleon@bam.com.gt
5. CrowdOut Capital
812 San Antonio Street, Suite 105
Austin, TX 78701
Tel No: 512-538-1883
Email: aweber@crowdoutcapital.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Mercon Coffee
Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a
supplier of green coffee to the international coffee roasting
industry. It is headquartered in the Netherlands and has offices
around the globe.
Mercon and its affiliates filed Chapter 11 petitions (Bankr.
S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed
by its chief restructuring officer, Harve Light, Mercon reported
$100 million to $500 million in both assets and liabilities.
Judge Michael E. Wiles oversees the cases.
The Debtors are represented by Blaire Cahn, Esq., at Baker &
McKenzie. LLP.
MICROTEK: Jean Goddard of NGS LLP Named Subchapter V Trustee
------------------------------------------------------------
The Acting U.S. Trustee for Region 15 appointed Jeanne Goddard, a
certified public accountant at NGS, LLP, as Subchapter V trustee
for Microtek.
Ms. Goddard will be paid an hourly fee of $250 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Goddard declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanne Goddard, CPA, CFE, CIRA
NGS, LLP
6120 Paseo Del Norte Suite A-1
Carlsbad, CA 92011
Phone: (760) 930-0282
Email: jgoddard@NGSLLP.com
About Microtek
Microtek, a company in San Diego, Calif., provides a full range of
design, engineering, and manufacturing solutions.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Calif. Case No. 23-03868) on Dec. 8,
2023, with $661,315 in assets and $6,245,168 in liabilities. Tri
Le, president, signed the petition.
Judge Christopher B. Latham oversees the case.
Craig E. Dwyer, Esq., represents the Debtor as legal counsel.
MICROVISION INC: German Unit Signs Office Lease With Victoria Immo
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MicroVision, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that MicroVision GmbH, a wholly-owned
subsidiary of the Company, entered into a Lease Agreement
Concerning Office Premises with Victoria Immo Properties I S.a
r.l., pursuant to which the Subsidiary Company will lease
approximately 5,500 square meters (or approximately 60,000 square
feet) of space located in Hamburg, Germany that it will use
primarily for general office space and product testing.
The Lease provides for an initial term of five years commencing on
the date the Premises are delivered to the Subsidiary Company,
which is expected to occur between Aug. 1, 2024 and Dec. 31, 2024.
In connection with the execution of the Lease, the Subsidiary
Company will provide the Landlord a security deposit of
approximately $1 million.
Pursuant to the Lease, for the first year of the Term the monthly
base rent will be approximately $117,000. For each subsequent
year, the base rent is subject to an annual market rate adjustment.
In addition to the monthly base rent, the Subsidiary Company will
pay additional rent comprised of certain operating, management, and
ancillary expenses, subject to certain terms and limitations set
forth in the Lease, and applicable taxes. The Subsidiary Company
has the option to extend the Term for the Premises two times, each
for a three-year period.
The Premises are intended to replace the office space currently
being rented by the Subsidiary Company upon expiration of the
leases associated with those properties.
About Microvision
Microvision, Inc. -- @ www.microvision.com -- is a global developer
of lidar hardware and software solutions focused primarily on
automotive lidar and advanced driver-assistance systems (ADAS)
markets where the Company can deliver safe mobility at the speed of
life. T he Company develops a suite of light detection and ranging,
or lidar, sensors and perception and validation software to the
automotive market for ADAS and autonomous vehicle (AV)
applications, as well as to complementary markets for
non-automotive applications including industrial, robotics and
smart infrastructure.
MicroVision reported a net loss of $53.09 million in 2022, a net
loss of $43.20 million in 2021, a net loss of $13.63 million in
2020, a net loss of $26.48 million in 2019, and a net loss of
$27.25 million in 2018.
MIDWEST OVERNITE: Creditors to Get Proceeds From Liquidation
------------------------------------------------------------
Midwest Overnite Inc., filed with the U.S. Bankruptcy Court for the
District of Nebraska a Chapter 11 Plan of Reorganization dated
December 19, 2023.
Debtor began operations in 2017 and hauls freight in 48 States for
a broker based in Omaha, Nebraska. In general terms, Debtor hauls
flatbed and refrigerated freight.
Debtor began operations with 4 trucks and slowly began growing.
After several years of operations, life on the road begins to take
its toll on the rolling fleet. Unfortunately for Debtor, the COVID
19 pandemic exacerbated these issues. In addition, Debtor has
suffered tremendously from the recent, prolonged increase in fuel.
Debtor also faces headwinds from a troubled labor force. These
events culminated in increasing pressure on Debtor's cash flow and
the decision was made to seek protection in this Court before
matters reached a point of no return. Ultimately, Debtor hopes to
use this bankruptcy process to shed debt, reduce it expensive
fleet, and seek profitability by returning to a leaner operation.
Most recently, Debtor's efforts reduce its expenses and streamline
its operations with the surprise departure of Debtor's most
profitable team of drivers for personal and financial reasons. As
such, Debtor anticipates it will be reduced to one driver, which
will be insufficient to fund any further operations. In addition,
Debtor does not believe it is feasible to seek and obtain new
drivers to assist with ongoing operations. As such, Debtor has no
viable options remaining other than to liquidate and monetize any
remaining assets.
As this is a Plan of Liquidation, Debtor did not prepare separate
financial projections as all Debtor's assets will be liquidated
under this Plan and distributed to Debtor's creditors in accordance
with the Bankruptcy Code.
Class 5 shall consist of the holders of Allowed Unsecured Claims
not entitled to priority under the Code. The Allowed Amount of
Allowed Unsecured Claims held by Unsecured Creditors shall be
determined by the amount set forth in Debtor's Bankruptcy
Schedules, any timely proofs of claim filed in this Bankruptcy
Case, or final order of the Bankruptcy Court (the "Allowed Class 5
Claims"). In the event there is a discrepancy between the amount of
an alleged claim contained in Debtor's Bankruptcy Schedules and
timely proof of claim filed by an Unsecured Creditor, the Allowed
Amount of such Unsecured Creditor's Unsecured Claim shall be
determined by the timely filed proof of claim. Each holder of an
Allowed Class 5 Claim will be paid its Pro Rata share from the
Claims Distribution Fund.
Holders of Equity Security Interests in Debtor shall retain their
Interests in Debtor under this Plan. All other Interests shall be
canceled.
Classes One through Five will be paid from the revenue derived from
the liquidation of any of Debtor's remaining assets and any Cause
of Action Recoveries. Each holder of an Allowed Claim in Class 5
will be paid its Pro Rata share from the Claims Distribution Fund.
This Plan is funded by Debtor, in part, from the proceeds realized
from the liquidation of Debtor's remaining assets. Such proceeds
shall be distributed in accordance with the priority scheme
established by the Bankruptcy Code. Under this Plan, Debtor shall
surrender the 2015 Cascadia Freightliner, VIN 1FUJGLD69FLGD3966 to
FB&T at a mutually agreeable time and place.
A full-text copy of the Chapter 11 Plan dated December 19, 2023 is
available at https://urlcurt.com/u?l=8BWGTj from PacerMonitor.com
at no charge.
Counsel for Debtor:
Patrick R. Turner, Esq.
Turner Legal Group, LLC
139 S. 144th Street, Suite 665
Omaha, NE 68010
Telephone: (402) 690-3675
Email: pturner@turnerlegalomaha.com
About Midwest Overnite
Omaha-based Midwest Overnite, Inc. operates in the general freight
trucking industry.
Midwest Overnite sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Neb. Case No. 22-80737) on Oct. 6, 2022,
with up to $1 million in assets and up to $10 million in
liabilities. Chris Horn, Sr., president of Midwest Overnite, signed
the petition.
Judge Thomas L. Saladino oversees the case.
Patrick R. Turner, Esq., at Turner Legal Group, LLC and James
Place, Esq., at Place Law Office serve as the Debtor's counsels.
MINIM INC: Regains Compliance With Nasdaq's Minimum Bid Price Rules
-------------------------------------------------------------------
Minim, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it received a letter from Nasdaq Stock
Market LLC informing the Company that it had regained compliance
with both Nasdaq Listing Rules 5550(a)(2) and 5550(a)(5).
On Nov. 20, 2023, the Company received a notice from Nasdaq
notifying the Company that as the Company had not yet filed its
Form 10-Q for the period ended Sept. 30, 2023, such matter served
as a basis for delisting the Company's securities from Nasdaq. The
Nov. 20, 2023 Notice has no immediate effect on the listing or
trading of the Company's securities.
On Nov. 30, 2023 and Dec. 4, 2023, the Company received notices
from Nasdaq notifying the Company of the failures to comply with
the minimum bid price requirement under Nasdaq Listing Rule
5550(a)(2) and with the minimum market value under Nasdaq Listing
Rule 5500(a)(5), respectively.
The Company is currently not in compliance with Nasdaq as it
pertains the Nov. 20, 2023 Notice as aforementioned. The Company
is working diligently to complete the Form 10-Q and anticipates
filing the Form 10-Q as soon as it is able.
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. The Company designs
and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
Minim reported a net loss of $15.55 million in 2022 following a net
loss of $2.20 million in 2021.
In its Quarterly Report for the three months ended June 30, 2023,
Minim said its financial position and operating results raise
substantial doubt about its ability to continue as a going concern.
During the nine months ended June 30, 2023, the Company incurred a
net loss of $9.7 million and had positive cash flows from operating
activities of $2.5 million. As of June 30, 2023, the Company had an
accumulated deficit of $84.5 million and cash and cash equivalents
of $0.3 million.
MVK FARMCO: Prima Wawona Former CEO Slams Plan Disclosures
----------------------------------------------------------
A company owned by the former CEO of Prima Wawona objected to the
California peach producer MVK FarmCo, LLC's Chapter 11 plan
disclosure statement, telling a Delaware bankruptcy court the
disclosure ignores the ex-executive's claims that the stone fruit
grower's current majority owner is responsible for its bankruptcy.
Daniel Gerawan is the former Chief Executive Officer of the Debtors
and is the single largest individual investor through his entity,
Negocios Libertad LLC. Mr. Gerawan was a lifelong employee of
Gerawan Farming, a third-generation family business with
best-in-class farming operations, packing practices, and
proprietary varieties of stone fruit marketed under the Prima
brand. Mr. Gerawan was replaced as CEO by Paine Schwartz Partners,
LLC, in December of 2020; his successor, hired by PSP, resigned
after a year and a half and was never replaced (except by a series
of interim CEOs). Negocios also holds a general unsecured claim
against the Debtors.
Negocios Libertad said in court filings that the Debtors'
Disclosure Statement should not be approved without appropriate
disclosure of the derivative action, the status and results of any
investigation of claims that are estate assets, and disclosure of
the consideration that the Debtors will receive in exchange for the
release of these estate assets (if the Court permits the release).
MVK FarmCo LLC was formed by a 2019 merger of the two largest stone
fruit companies in the United States, Wawona Packing Company and
Gerawan Farming Inc., both of which companies were farms that had
been run by their founding families for many decades. The merger
was spearheaded by private equity firm Paine Schwartz Partners, LLC
("PSP"), which had acquired Wawona in 2017. The equity value of
the combination was $560 million at the closing in September of
2019. Four short years later, the company was bankrupt. According
to the lenders, no buyers have offered acceptable bids for the
company, and they plan to liquidate.
The Debtors are majority owned by a PSP-controlled entity, and PSP
has run the Debtors' operations since December of 2020. The
Disclosure Statement blames the companies' demise on a 2020 fruit
recall (but omits the material fact that the cost of the recall was
paid by insurance coverage), forest fires and the weather. These
are the types of problems that, before PSP took over, Wawona and
Gerawan Farming navigated successfully for decades. The more
plausible explanation for the financial failure is documented in
the derivative action that Negocios filed against PSP and others
prior to the Petition Date. The derivative action seeks, on behalf
of MVK, damages in the hundreds of millions of dollars. The
derivative action details massive overspending, an utter lack of
business judgment, self-interested transactions, and ultra vires
decision-making.
According to Negocios Libertad, the Disclosure Statement omits any
reference to this derivative action against PSP (and others) or the
claims alleged therein. Not only are these estate assets
undisclosed, but the Debtors' Plan would release them without, it
appears, any investigation or consideration.
About MVK FarmCo
MVK FarmCo, LLC and its affiliates -- https://prima.com/ -- are
providers of stone fruit, operating an integrated network of farms,
ranches and packaging facilities. Founded in 1999 and
headquartered in Fresno, Calif., the Debtors cultivate
approximately 18,000 acres of land nestled throughout the San
Joaquin Valley.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 23-11721) on Oct. 13, 2023. John Boken, chief executive
officer, signed the petitions.
At the time of the filing, the Debtors reported consolidated assets
of $500 million to $1 billion and consolidated liabilities of $1
billion to $10 billion.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsel; Young Conaway Stargatt &
Taylor, LLP as local counsel; Houlihan Lokey as investment banker;
and Stretto, Inc., as claims and noticing agent. AP Services, LLC,
provides interim management and restructuring support services to
the Debtors.
MY SISTER'S CLOSET: Amends SBA Secured Claims Pay Details
---------------------------------------------------------
My Sister's Closet, LLC, submitted a Third Amended Small Business
Plan of Reorganization dated December 19, 2023.
The Debtor believes that if it is allowed to reorganize, it can now
pay operating costs along with secured and priority creditors to
maintain its inventory load and ultimately grow the inventory to
develop a more robust sales approach.
Class 1 consists of the Secured claim of: The US Small Business
Administration (SBA). The SBA retains its lien on the Debtor's
collateral until the allowed secured claim is paid in full. SBA
shall receive fixed monthly payments over 5 years beginning
February 1, 2024 on its secured claim with interest at 5%. Monthly
payments shall be $1960.19.
Payments due after the completion of the plan shall be subject to
any future attempts at loan modifications, extensions, or renewals.
The amount of claim in this Class total $522,325.02 with the
allowed secured amount of $103,872.
Like in the prior iteration of the Plan, General Unsecured
Creditors in Class 2 shall share in payments from disposable
monthly income following years 1-5. Based on current claims, debtor
anticipates paying $4,800 to allowed unsecured claims with pro rata
payments during year 5 of the plan.
Equity Interest holders Brandon and Rachael Bargdill shall retain
ownership interest in the LLC.
Upon Confirmation of the Plan, the Debtor shall make direct
payments to all the secured, priority and general unsecured
creditors per the provisions, unless otherwise noted, from its
income and any contributions from the Debtor's principal. Debtor
believes the market for its services continues to stabilize
following lifting of the restrictions from the COVID-19 pandemic.
Pursuant to Section 1192(c)(2)(A) of the Bankruptcy Code, all of
the projected disposable income of the Debtor to be received in the
3-year period, or such longer period not to exceed 5 years as the
Court may fix, beginning on the date that the first payment is due
under the Plan will be applied to make payments under the Plan.
A full-text copy of the Third Amended Plan dated December 19, 2023
is available at https://urlcurt.com/u?l=omKVMr from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Ryan A. Blay, Esq.
WM Law
15095 W. 116th St.
Olathe, KS 66062
Tel: (913) 422-0909
Fax: (913) 428-8549
Email: blay@wagonergroup.com
About My Sister's Closet LLC
My Sister's Closet, LLC is a retail clothing operation with two
brick and mortar locations, in Waterville and Manhattan, Kansas, as
well as an online presence at https://mysistersclosetkansas.com/
and an app for Android and for Apple phones.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Kan. Case No. 23-20604) on May 31, 2023,
with $100,001 to $500,000 in assets and $500,001 to $1 million in
liabilities. Rob Messerli of Gunrock Venture Partners has been
appointed as Subchapter V trustee.
Judge Dale L. Somers oversees the case.
The Debtor is represented by Ryan A. Blay, Esq., at WM Law.
NATHAN'S FAMOUS: Egan-Jones Retains B+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on November 27, 2023, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Nathan's Famous, Inc. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Jericho, New York, Nathan's Famous, Inc. operates,
franchises, and licenses Nathan's Famous, Miami Subs, Kenny Rogers
Roasters, and Arthur Treachers Fish & Chips fast-food restaurants.
NEAR INTELLIGENCE: Common Stock & Warrants Delisted from Nasdaq
---------------------------------------------------------------
Near Intelligence, Inc. disclosed in a Form 8-K Report filed with
the Securities and Exchange Commission that the Company on December
8, 2023, received written notice from the staff of The Nasdaq Stock
Market LLC notifying the Company that, as a result of the Company's
bankruptcy filings and in accordance with Nasdaq Listing Rules
5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined
that the Company's common stock and warrants would be delisted from
Nasdaq. In the Delisting Notice, the staff of Nasdaq referenced
concerns about the Company's ability to sustain compliance with all
requirements for continued listing on Nasdaq and public interest
concerns related to the Bankruptcy Petitions and concerns regarding
the residual equity interest of the existing securities holders.
The Delisting Notice also indicates that the Company may appeal
Nasdaq's determination pursuant to procedures set forth in Nasdaq
Listing Rule 5800 Series. The Company will not appeal this
determination.
Trading of the Securities was suspended at the opening of business
on December 19, 2023 and a Form 25-NSE was filed with the
Securities and Exchange Commission, which removed the Securities
from listing and registration on Nasdaq. As a result, the
Securities traded on the over-the-counter ("OTC") market beginning
December 19, 2023. On the OTC market, Company shares are trading
under the symbol NIRLQ.
About Near Intelligence
Near Intelligence Inc. -- https://www.near.com -- is a publicly
traded software firm that provides data insights to major companies
including Wendy's Co. and Ford Motor Co. Near is a global,
privacy-led data intelligence platform curates one of the world's
largest sources of intelligence on people and places. Near's
patented technology analyzes data to deliver insights on
approximately 1.6 billion unique user IDs across 70 million points
of interest in more than 44 countries.
With a presence in Pasadena, San Francisco, Paris, Bangalore,
Singapore, Sydney, and Tokyo, Near serves enterprises in a diverse
spectrum of industries including retail, real estate, restaurant,
travel/tourism, telecom, media, and more.
Near Intelligence Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-11962) on Dec. 8, 2023. In the petition filed by CFO John
Faieta, the Debtor estimated assets between $50 milliion and $100
million and liabilities between $100 million and $500 million.
Near is represented by Willkie Farr & Gallagher LLP and Young
Conway Stargatt & Taylor, LLP, as counsel, Ernst & Young LLP as
restructuring advisor and GLC Advisors & Co., LLC as restructuring
investment banker. Kroll is the claims agent.
NEAR INTELLIGENCE: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of Near Intelligence, Inc. and its affiliates.
The committee members are:
1. YA II PN, Ltd.
c/o Yorkville Advisors Global, LLC
1012 Springfield Ave.
Mountainside, NJ 07092
Phone: (201) 985-8300
Email: legal@yorkvilleadvisors.com
2. Magnite, Inc.
Attn: Elie Tawil
6080 Center Drive, 4th Floor
Los Angeles, CA 90045
Phone: (818) 613-0191
Email: etawil@magnite.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Near Intelligence
Near Intelligence Inc. -- https://www.near.com -- publicly traded
software firm that provides data insights to major companies
including Wendy's Co. and Ford Motor Co.
Near is a global, privacy-led data intelligence platform curates
one of the world's largest sources of intelligence on people and
places. Near's patented technology analyzes data to deliver
insights on approximately 1.6 billion unique user IDs across 70
million points of interest in more than 44 countries.
With a presence in Pasadena, San Francisco, Paris, Bangalore,
Singapore, Sydney, and Tokyo, Near serves enterprises in a diverse
spectrum of industries including retail, real estate, restaurant,
travel/tourism, telecom, media, and more.
Near Intelligence Inc. and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-11962) on Dec. 8, 2023. In the petition filed by CFO John
Faieta, the Debtor estimated assets between $50 milliion and $100
million and liabilities between $100 million and $500 million.
Near is represented by Willkie Farr & Gallagher LLP and Young
Conway Stargatt & Taylor, LLP, as counsel, Ernst & Young LLP as
restructuring advisor and GLC Advisors & Co., LLC as restructuring
investment banker. Kroll is the claims agent.
Blue Torch Finance LLC, the DIP lender, is represented by King &
Spalding LLP, led by Roger Schwartz, Geoffrey King, and Miguel
Cadavid; and Morris, Nichols, Arsht & Tunnell LLP, led by Robert
Dehney, Matthew Harvey, Brenna Dolphin, and Austin Park.
NEP/NCP HOLDCO: Moody's Rates Extended 1st Lien Loans 'Caa1'
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the extended
backed senior secured first lien credit facilities of NEP/NCP
Holdco, Inc's (NEP) and its subsidiary NEP Europe Finco B.V.
Moody's also appended a limited default "/LD" designation to NEP's
Caa1-PD Probability of Default Rating. The "/LD" designation
reflects the first lien credit facility extension which Moody's
considers a distressed exchange and therefore a default under
Moody's definition. The "/LD" designation appended to the PDR will
be removed in a few business days.
On December 21, 2023, NEP announced [1] that it had extended
maturity of its $245 million revolver to May 2026 from February
2025, and the $125 million (pro forma for transaction, $123 million
outstanding as of September 30, 2023) backed senior secured first
lien term loan to June 2026 from June 2025. The remaining first
lien tranches, including its European tranche at NEP Europe Finco
B.V., were extended to August 2026 from October 2025.
The transaction does not affect NEP's Caa1 Corporate Family Rating,
the Caa1 rating on the company's senior secured first lien credit
facilities, the Caa3 rating on the second lien term loan or the
stable outlook at NEP and NEP Europe Finco B.V. Although the
extension addresses the bulk of 2025 maturities, leverage remains
high, liquidity remains weak and there is a large debt maturity
wall in 2026. It also increased total interest expense, though
incremental interest is PIK. The transaction pushed refinancing
risk into 2026, when 100% of the company's outstanding debt (or
roughly $2.5 billion, including second lien debt) will come due
between May and October 2026. The company's unextended 2025 term
loan stubs following the amend & extend transaction are immaterial,
at roughly $7 million coming due in October 2025.
RATINGS RATIONALE
NEP's Caa1 CFR continues to reflect the company's highly levered
capital structure and capital-intensive business model that
constrains free cash flow. As of LTM September 2023, NEP's Moody's
adjusted Debt/EBITDA was 7.3x. Moody's expects leverage to improve
closer to 6.5x-7x range over the coming year which Moody's views as
high given the company's business risks and capital needs. The
expectation of leverage improvement is based on NEP's realization
of operational efficiencies implemented in 2023, expected increase
in major event pipeline (Paris Olympics, U.S. elections), and
business recovery following the Hollywood actors' and writers'
strike. NEP plans to reduce its capex in 2024 to about $205 million
(down from estimated $295 million this year), which should support
free cash flow. The sponsor's and other investors' equity
contribution of $122 million year-to-date alleviated NEP's short
term liquidity but did not address a fundamental challenge of the
company's ability to self-fund its growth. Without a material
improvement in cash flow and meaningful debt reduction, there is
risk related to NEP's ability to refinance maturities on terms that
are consistent with a sustainable capital structure.
NEP's Caa1 CFR is supported by its strong global position in the
niche video production industry and a diversified blue-chip
customer base with long-standing relationships and low customer
concentration. NEP's fleet of mobile broadcast trucks and
engineering expertise provide for a strong value proposition to its
customers and lends tangible asset value, supporting the rating.
Furthermore, NEP facilitates the viewing of live events, a key
service to content producers and distributors. This positions the
company well regardless of how the consumption and delivery of
media evolves and therefore supports sustainability of earnings.
NEP's CIS-4 credit impact score indicates that the rating is lower
than it would have been if ESG risk exposures did not exist. The
score reflects the company's exposure to governance risks stemming
from its sponsor's aggressive growth strategy while operating with
high leverage and negative free cash flow for an extended period
and lack of majority independent board.
The Caa1 rating on the first lien credit facilities (revolver, US
term loans and Euro term loan) is in line with the Caa1 CFR,
reflecting its larger relative size and senior position ahead of
the second lien term loan and other unsecured claims including
payables and leases. The Euro term loan has a broader collateral
pledge of both US and European assets whereas the collateral
supporting the US first and second lien debt is limited to US
assets. However, the credit agreement contains a collateral
allocation mechanism that equalizes the recovery of first lien
revolver and term loan lenders to NEP and NEP Europe Finco B.V. by
re-allocating exposures to individual tranches based on lenders'
pro-rata share of total first lien debt in the event of default. As
a result, Moody's ranks the first lien debt of NEP and NEP Europe
Finco B.V. the same in the loss given default framework and rate
the facilities the same at Caa1. The Caa3 rating on the second lien
senior secured term loan, two notches below the company's CFR,
reflects its junior position in the capital structure behind the
substantial amount of first lien debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the probability of default
increases such as through a failure to proactively refinance its
2026 debt maturities. Deterioration in earnings or liquidity,
including weaker than expected free cash flow, could also lead to a
downgrade.
The ratings could be upgraded if the company refinances its capital
structure and Moody's expects: 1) sustained positive free cash flow
after growth capex, 2) Moody's adjusted Debt/EBITDA sustained below
6.5x, 3) EBITA/Interest Expense (Moody's adjusted) sustained above
1x and 4) improved liquidity.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Based in Pittsburgh, PA, NEP/NCP Holdco, Inc provides outsourced
media services necessary for the delivery of live broadcast of
sports and entertainment events to television and cable networks,
television content providers, and sports and entertainment
producers. The company is owned primarily by affiliates of the
Carlyle Group.
NINETY-FIVE MADISON: Unsecured Creditors Unimpaired in Sale Plan
----------------------------------------------------------------
Ninety-Five Madison Company, L.P., submitted an Amended Combined
Chapter 11 Plan of Reorganization and Disclosure Statement.
The Plan contemplates, among other things, the payment of all
allowed claims in full through the DIP Facility and the
consummation of the Exit Facility as provided in the DIP
Documents.
However, due to the significant value of the Property, which is the
Debtor's primary asset, the Debtor anticipates that, after paying
its creditors in full through the DIP Facility, the Reorganized
Debtor will continue to pursue its ongoing marketing process of the
Property in earnest under the supervision of the Bankruptcy Court
for the benefit of all stakeholders and to satisfy any Disputed
Claims that may later become Allowed Claims.
"Property" means that certain real property known as and located at
89-95 Madison Avenue, New York, New York.
The Debtor is a New York limited partnership that was formed on
June 1, 1982 pursuant to a limited partnership agreement (as may be
amended, the "Partnership Agreement"). The Debtor's current general
partners are: (i) RAS Property Management, LLC ("RAS"), an entity
owned by Rita Sklar and various trusts formed by her; (ii) Sharan
Sklar Management LLC ("Sharan Sklar Management"), an entity managed
by Sharan Sklar; and (iii) Michael Sklar Management, LLC ("Michael
Sklar Management"), an entity managed by Michael Sklar.
The Debtor is the fee simple and title owner of the Property. The
Debtor and its predecessors have operated the Property since June
1, 1982. From 1982 to 2021, Rita Sklar, through RAS, managed the
Property and the day-to-day affairs of the Debtor.
In June 2021, the Partnership Agreement was amended to add Sharan
Sklar Management and Michael Sklar Management as General Partners.
Sharan Sklar and Michael Sklar subsequently replaced Rita Sklar in
managing the daytoday affairs of the Debtor and the Property.
The amended Partnership Agreement provided that decisions as to key
matters, including the terms and conditions of any financing or
refinancing and approving a sale of the Property, required the
unanimous approval of all General Partners.
In June 2022, the General Partners negotiated and entered into a
second amendment to the Partnership Agreement, which eliminates the
unanimous consent provision and requires all decisions to be made
by a "vote of a majority" of the General Partners.
The Property provides full service commercial leases. The Debtor
has two major tenants: (i) Lee and Low Books, which leases half of
the twelfth floor of the Property; and (ii) Douglas Lister
Architect, which leases an office on the twelfth floor of the
Property.
The Property is encumbered by (i) an alleged judgment claim filed
by Vitra, Inc., in an amount of $1,286,725; and (ii) the DIP
Facility.
The Debtor commenced the Chapter 11 case because it was facing
liquidity challenges, legal judgments, and litigation expenses
caused by years of prepetition litigation with Vitra. As of the
date hereof, fourteen proofs of claim have been filed against the
Debtor, and the total amount claimed is $21,850,450.91. The Debtor
has also scheduled twelve creditors.
Given the market climate in 2022, the Debtor and its Professionals
enacted a marketing process of the Property. To assist with the
marketing of the Property, the Debtor retained Branton Realty
Services LLC ("BRS") as real estate broker and sales agent. Woody
Heller is BRS's lead professional for the Debtor, and since BRS's
retention, Mr. Heller has overseen the day-to-day management of the
marketing process.
The Debtor also retained Fried, Frank, Harris, Shriver & Jacobson
LLP as special real estate transaction and tax counsel to the
Debtor to prepare a form Purchase and Sale Agreement for eventual
execution by the Debtor and any Purchaser of the Property.
The Debtor first conducted a "premarketing" process during which
Mr. Heller informally gauged interest from potentially interested
buyer groups, while marketing materials and expert reports were
finalized for official open market promotion. Mr. Heller received
inquiries from two types of potential buyer groups: (i) buyers that
sought to convert the Property for residential use; and (ii) buyers
that sought to maintain the Property for commercial office
purposes. In early 2023, the Debtor launched a formal marketing
process. During this period, the Debtor officially listed the
Property on the open market.
To-date, the Debtor has received multiple bids for the Property,
and continues to seek additional bids with the intent of selecting
a bid that most maximizes the value of the Property. If the Debtor
is able to secure a winning bid by or before the Outside Date, the
Debtor intends to effectuate a Sale Transaction after the Effective
Date and under the supervision of the Bankruptcy Court, as further
described herein.
The Debtor intends to utilize the Chapter 11 process and
supervision of the Bankruptcy Court to pay all Allowed Claims in
full, shed burdensome liabilities, and bring its marketing process
to completion.
Specifically, and pursuant to the Restructuring Transaction, the
Debtor will pay all Allowed Claims in full through the DIP Facility
and the consummation of the Exit Facility as provided in the DIP
Documents. After the Effective Date, the Debtor then intends to
consummate a sale or other disposition of the Property upon
completion of the Debtor's ongoing marketing process before the
Outside Date pursuant to the terms of a Purchase and Sale Agreement
between the Debtor and a Purchaser, the proceeds of which would be
used to satisfy any Disputed Claims that may later become Allowed
Claims.
Under the Plan, Class 3 General Unsecured Claims are unimpaired.
Each such Holder will receive Cash in an amount equal to such
Allowed General Unsecured Claim, on or as soon as reasonably
practicable after the later of (i) the Effective Date; and (ii) the
date the General Unsecured Claim becomes an Allowed Claim,
including if such General Unsecured Claim becomes Allowed after the
Effective Date.
The Debtor intends to continue to conduct a marketing process to
solicit bids for an Asset Sale(s) of the Property after
Confirmation and to consummate a Sale Transaction. To the extent
the Debtor or the Reorganized Debtor, as applicable, effectuates a
Sale Transaction before the Outside Date, the Debtor or the
Reorganized Debtor, as applicable, may elect to conduct such a sale
pursuant to Sections 363, 1123, and 1146(a) of the Bankruptcy Code
and in accordance with the Bankruptcy Court's retention of
jurisdiction under the Plan.
The Debtor shall fund distributions and satisfy applicable Allowed
Claims and Allowed Interests under the Plan with respect to the
Reorganization Transaction with Cash on hand and the DIP Facility.
Counsel to debtor Ninety-Five Madison Company, L.P.:
Andrew K. Glenn, Esq.
Shai Schmidt, Esq.
Richard C. Ramirez, Esq.
Naznen Rahman, Esq.
GLENN AGRE BERGMAN &
FUENTES LLP
1185 Avenue of the Americas
22nd Floor
New York, NY 10036
Tel: (212) 970-1600
A copy of the Amended Combined Chapter 11 Plan of Reorganization
and Disclosure Statement dated Dec. 15, 2023, is available at
https://tinyurl.ph/iPbTT from PacerMonitor.com.
About Ninety-Five Madison Company
Ninety-Five Madison Company, L.P., filed its voluntary petition for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-10529) on May
22, 2021, listing up to $100 million in assets and up to $10
million in liabilities. Judge Sean H. Lane oversees the case.
The Debtor tapped Glenn Agre Bergman & Fuentes, LLP as bankruptcy
counsel. Rosenberg & Estis, P.C. and Quinn McCabe, LLP serve as the
Debtor's special counsel.
The Debtor filed its proposed Chapter 11 plan of reorganization on
Sept. 12, 2021, which provides for payment in full of its
creditors.
OMEGA TWIN: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The U.S. Trustee for Region 13, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Omega Twin River Holdings, LLC, according to court
dockets.
About Omega Twin River Holdings
Omega Twin River Holdings, LLC, a company in Neosho, Mo., filed its
voluntary Chapter 11 petition (Bankr. W.D. Mo. Case No. 23-30263)
on Aug. 25, 2023, with as much as $1 million to $10 million in both
assets and liabilities. David K. Papen, managing member, signed the
petition.
Judge Brian T. Fenimore oversees the case.
Debt Doctors of Missouri, LLC serves as the Debtor's legal counsel.
PARAMETRIC SOLUTIONS: Jan. 23, 2024 Disclosure Hearing Set
----------------------------------------------------------
On De. 1, 2023, Parametric Solutions, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Disclosure
Statement with respect to Chapter 11 Plan.
On Dec. 19, 2023, Judge Mindy A. Mora has entered an order within
which Jan. 23, 2024, at 2:30 p.m. in 1515 N. Flagler Drive, 8th
Floor, Courtroom A, West Palm Beach, FL 33401 is the hearing to
consider approval of the disclosure statement.
In addition, January 16, 2024 is the deadline for filing objections
to disclosure statement.
A copy of the order dated Dec. 19, 2023 is available at
https://urlcurt.com/u?l=7gC5h8 from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Craig I. Kelley, Esq.
KELLEY KAPLAN & ELLER, P.L.
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Fax: (561) 684-3773
E-mail: bankruptcy@kelleylawoffice.com
About Parametric Solutions
Parametric Solutions, Inc., provides architectural, engineering,
and related services. Parametric Solutions sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-16141) on Aug. 3, 2023. In the petition signed by David Cusano,
director, the Debtor disclosed $6,147,0861 in assets and $5,597,168
in liabilities.
Judge Mindy A. Mora oversees the case.
Craig I. Kelley, Esq., at Kelley, Fulton and Kaplan, PL, is the
Debtor's legal counsel.
PARTS ID: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
PARTS iD, Inc. (Lead Case) 23-12098
1 Corporate Drive
Suite C
Cranbury NJ 08513
PARTS iD, LLC 23-12099
1 Corporate Drive
Suite C
Cranbury, NJ 08513
Business Description: PARTS iD is a publicly traded, technology-
driven, digital commerce company
specializing in the U.S. automotive
aftermarket and the adjacent complex parts
markets. Headquartered in Cranbury, New
Jersey, the Company provides customers a
differentiated experience with advanced
product search capabilities, proprietary
product options, exclusive shop by service
type functionality and a product catalog at
competitive prices.
Chapter 11 Petition Date: December 26, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Laurie Selber Silverstein
Debtors'
General
Bankruptcy
Counsel: R. Craig Martin, Esq.
DLA PIPER LLP (US)
1201 N. Market Street, Suite 2100
Wilmington, Delaware 19801
Tel: (302) 468-5700
Fax: (302) 394-2341
Email: craig.martin@us.dlapiper.com
- and -
Erik F. Stier, Esq.
500 8th Street, NW
Washington, D.C. 20004
Tel: (202) 799-4258
Fax: (202) 799-5000
Email: erik.stier@us.dlapiper.com
Debtors'
Notice,
Claims Agent,
Administrative,
Solicitation &
Balloting
Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Total Assets as of Sept. 30, 2023: $18,697,244
Total Debts as of Sept. 30, 2023: $55,026,246
The petitions were signed by Lev Peker as chief executive officer
and chief financial officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MYUWVKA/PARTS_iD_Inc__debke-23-12098__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/NWB422I/PARTS_iD_LLC__debke-23-12099__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Turn 14 Distribution Trade Claim $2,679,290
Attn: Jon Pulli
100 Tournament Drive,
Suite 100
Horsham, PA 19044
Email: jpulli@turn14.com
2. Google Trade Claim $2,537,001
Department #33654
PO Box 39000
San Francisco, CA 94139
Email: google-collections-
delbosque@google.com
3. American Tire Dist (ATD) Trade Claim $2,497,238
Attn: Mark Levine
12200 Herbert Wayne Court,
Suite 150
Huntersville, NC 28078
Email: jbutler@google.com
4. American Express Payment Trade Claim $2,246,369
Attn: Judy Bisgard
18850 N 56th St
Phoenix, AZ 85050
Email: judy.a.bisgard@aexp.com
5. Keystone Automotive Trade Claim $2,015,388
Attn: Bill Rogers
44 Tunkhannock Ave
Exeter, PA 18643
Email: brogers@lkqcorp.com
6. Factory Motor Parts Trade Claim $1,873,016
Attn: Mike McGurran
2782 Eagandale Blvd
Eagan, MN 55121
Email: m.mcgurran@fmpco.com
7. Coast 2 Coast Trade Claim $1,591,124
National Accounts, AR
Department
5846 Crossings Blvd.
Antioch, TN 37013
Email: brogers@lkqcorp.com
8. Parts Authority Trade Claim $1,337,641
Lockbox 744895
6000 Feldwood Road
College Park, GA
30349
Email: lschneider@partsauthority.com
9. DNA Monitoring Trade Claim $880,525
801 Sentous Ave
City of Industry, CA 91748
Email: james@dnamonitoring.com
10. Power Stop Trade Claim $782,321
Attn: Kathryn Acosta
6112 W. 73rd St.
Suite B
Bedford Park, IL 60638
Email: bwarren@powerstop.com
11. Fred Beans Parts, Inc. Trade Claim $695,228
131 Doyle Street
Doylestown, PA 18901
Email: hvanhouten@fredbeans.com
12. NTP Distribution Trade Claim $652,099
Lockbox Number 417450
44 Tunkhannock Avenue
Exeter, PA 18643
Email: brogers@lkqcorp.com
13. Auto Plus Auto Parts Trade Claim $547,273
Attn: Daniel Jones
PO Box 414579
Boston, MA 02241
Email: djones@rccmn.com
14. Motor State Distributor Trade Claim $537,049
Attn: Darren Lane
8300 Lane Drive
Watervliet, MI 49098
Email: darrenlane@motorstate.com
15. Tri-State Enterprises Trade Claim $516,301
Attn: Tristan Taylor
5412 S. 24th Street
Fort Smith, AR 72901
Email: tristan@etristate.com
16. Yahoo Trade Claim $508,953
Attn: Mary Diedrich
6100 Neil Road, Ste 100
Reno, NV 89511
Email: marydiedrich@microsoft.com
17. Faegre Drinker Biddle & Professional $495,165
Reath LLP Services
Attn: Jonathan R. Zimmerman
600 Campus Dr.
Florham Park, NJ 07932
Email: jon.zimmerman@faegredrinker.com
18. Enterprise Robert Thibert Inc. Trade Claim $473,225
Attn: Bob Hazard
90 Trade Zone Court
Ronkonkoma, NY 11779
Email: bobhazard@rtxwheels.com
19. Tonsa Epic Trade Claim $455,350
Attn: Leon Bobelian
30 Seaview Blvd
Port Washington, NY 11050
Email: leon@tonsa.com
20. Sherian Ross PC Trade Claim $402,846
Attn: Aaron Bradford
2701 Lawrence Street,
Suite 104
Denver, CO 80205
Email: abradford@sheridanross.com
21. Steelcraft Trade Claim $390,540
Attn: Rick Sanchez
2120 California Ave
Corona, CA 92881
Email: rick@steelcraftautomotive.com
22. Land N Sea Distributing Inc. Trade Claim $366,529
Attn: John Clarke
3131 N Andrews Ave. Ext
Pompano Beach, FL 33064
Email: johnclarke@brunswick.com
23. Extreme Dimensions Trade Claim $365,452
Attn: Paul Justin Sharp
1920 West Malvern Ave
Fullerton, CA 92833
Email: justin@extremedimensions.com
24. Westin Automotive Trade Claim $352,421
Attn: Robert West
PO Box 844434
Los Angeles, CA 90084
Email: RWest@westinautomotive.com
25. Unity Automotive Trade Claim $302,445
Attn: Jeff Collins
6600 High Ridge Road
Boynton Beach, FL 33426
Email: jeff@unity.com
26. Zimmer Logistics Trade Claim $295,396
Consulting LLC
416 South Hill Ave.
New Braunfels, TX 78130
Email: frank@zimmerlogistics.com
27. Curt Manufacturing Trade Claim $285,467
Attn: Lori Grant
PO Box 88006
Milwaukee, WI 53288
Email: lori.grant@curtgroup.com
28. Griffin Parts Trade Claim
$283,875
1940 E. Main St
Waukesha, WI 53186
Griffin Ford
TEl: (262) 542-8058
Email: drenteria@griffinparts.com
29. AirCore Trade Claim $264,214
Attn: Steve Parker
100 Rose Avenue
Hempstead, NY 11550
Email: sparker@aircore.com
30. Holley Performance Products Trade Claim $263,381
Attn: Scott McLaughlin
4100 W. 150th Street
Cleveland, OH 44135
Email: scottmclaughlin@holley.com
PEARL INC: Subchapter V Plan Confirmed by Judge
-----------------------------------------------
Judge Meredith S. Grabill has entered findings of fact, conclusions
of law and order confirming the Subchapter V Plan of Reorganization
of Pearl Inc.
The court finds that the modifications to the Debtor's Plan are
immaterial. In accordance with Section 1193 of the Bankruptcy Code,
the modifications do not adversely change the treatment of any
creditor, and all such modifications are approved, and no
additional disclosure to the Holder of Claims is required by the
Bankruptcy Code or Rules.
The Court finds and concludes that Section 1123(a)(8) of the
Bankruptcy Code is satisfied because the Debtor will use its future
disposable income to fund the Plan payments.
The Debtor attached a Liquidation Analysis as Exhibit A to its
Plan. Under that Liquidation Analysis, in a hypothetical Chapter 7
proceeding, unsecured creditors would receive a distribution of
$54,922.75. This Plan pays unsecured creditors a total of at least
$60,000.00, an amount greater than such creditors would receive in
a hypothetical Chapter 7.
The Plan was proposed in good faith and not by any means forbidden
by law. The Plan provides that, with respect to each impaired class
of claims, each holder of a claim has accepted the plan, or will
receive or retain under the plan on account of such claim or
interest property of a value, as of the Plan Effective Date, that
is not less than the amount that such holder would so receive or
retain if the Debtor was liquidated under Chapter 7 of this Title.
A full-text copy of the Plan Confirmation Order dated December 19,
2023 is available at https://urlcurt.com/u?l=QyNLKT from
PacerMonitor.com at no charge.
Counsel for Chapter 11 Debtor:
Robin R. De Leo, Esq.
The De Leo Law Firm, LLC
800 Ramon St.
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
Email: lisa@northshoreattorney.com
About Pearl Inc.
Pearl, Inc., a seafood wholesaler in Chauvin, La., filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 23-10276) on Feb. 28, 2023, with
$262,118 in assets and $1,248,246 in liabilities. Andrew
Blanchard, chief operating officer and president, signed the
petition.
Judge Meredith S. Grabill oversees the case.
The Debtor tapped Robin R. De Leo, Esq., at The De Leo Law Firm,
LLC, as counsel and Patrick Gros, CPA as accountant.
PEBBLEBROOK HOTEL: Egan-Jones Retains BB- Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on November 28, 2023, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Pebblebrook Hotel Trust. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Maryland, Pebblebrook Hotel Trust is an internally
managed hotel investment company that acquires and invests in hotel
properties located in large United States cities, with an emphasis
on major coastal markets.
PENNSYLVANIA REAL ESTATE: Court OKs Timetable for Plan Confirmation
-------------------------------------------------------------------
Pennsylvania Real Estate Investment Trust disclosed in a Form 8-K
Report filed with the Securities and Exchange Commission that the
U.S. Bankruptcy Court for the District of Delaware, which oversees
its Chapter 11 case, issued a scheduling order approving the
timetable for the confirmation of the Joint Prepackaged Chapter 11
Plan of Reorganization filed by the Company and its affiliates.
As previously disclosed, on December 10, 2023, the Company and
certain of its direct and indirect subsidiaries commenced their
respective voluntary chapter 11 cases in the United States
Bankruptcy Court for the District of Delaware. For procedural
purposes only, the Debtors are jointly administering the Chapter 11
Cases under the caption "In re Pennsylvania Real Estate Investment
Trust, et al.," Case No. 23-11974 (KBO).
The Debtors continue to operate their businesses and manage their
properties as "debtors in possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court. To
ensure the Debtors' ability to continue operating in the ordinary
course of business and minimize the effect of the Chapter 11 Cases
on the Debtors' customers, vendors, tenants and employees, the
Debtors filed with the Bankruptcy Court various motions, seeking a
variety of "first-day" relief.
The hearing on the first-day motions took place on December 12,
2023, and the orders granting first-day relief were entered shortly
thereafter.
On the Petition Date, the Debtors filed the Joint Prepackaged
Chapter 11 Plan of Reorganization of Pennsylvania Real Estate
Investment Trust and its Debtor-Affiliates and the Disclosure
Statement Relating to the Joint Prepackaged Chapter 11 Plan of
Reorganization of Pennsylvania Real Estate Investment Trust and its
Debtor-Affiliates, in connection with which solicitation of votes
from the voting class has commenced prior to the Petition Date, on
December 8, 2023.
At the First Day Hearing, the combined hearing on the adequacy of
the Disclosure Statement and confirmation of the Plan was scheduled
for January 19, 2024. The Combined Hearing may be continued from
time to time by the Bankruptcy Court without further notice other
than adjournments announced in open court or in the filing of a
notice or hearing agenda in the Chapter 11 Cases and notice of such
adjourned date(s) will be available on the electronic case filing
docket.
As is further reflected in the order, approving, among other
things, certain deadlines and procedures in connection with the
approval of the Disclosure Statement and confirmation of the Plan
(the "Scheduling Order"), furnished as Exhibit 99.1 to this Current
Report on Form 8-K, the Bankruptcy Court further ordered that any
responses or objections to adequacy of the Disclosure Statement,
confirmation of the Plan, or the Debtors' assumption of executory
contracts and unexpired leases under the Plan must:
(1) be in writing;
(2) comply with the Bankruptcy Rules and the Local Rules;
(3) state the name and address of the objecting party and the
amount and nature of the Claim owned by such entity;
(4) state with particularity the legal and factual basis for
such objections, and, if practicable, a proposed modification to
the Plan, Disclosure Statement, or Confirmation Order, as
applicable, that would resolve such objections; and
(5) be filed with the Court and served so as to be actually
received no later than January 12, 2024, by: (a) proposed counsel
for the Debtors, DLA Piper LLP (US), 1201 N. Market Street, Suite
2100, Wilmington, Delaware 19801 (Attn.: R. Craig Martin at
craig.martin@us.dlapiper.com and Aaron S. Applebaum at
aaron.applebaum@us.dlapiper.com) and 444 West Lake Street, Suite
900, Chicago, Illinois 60606 (Attn.: Richard A. Chesley at
richard.chesley@us.dlapiper.com and Oksana Koltko Rosaluk at
oksana.koltkorosaluk@us.dlapiper.com); (b) the Office of the United
States Trustee, J. Caleb Boggs Federal Building, 844 King St.,
Lockbox 35, Wilmington, DE 19801 (Attn.: Joseph F. Cudia at
joseph.cudia@usdoj.gov); (c) counsel to the Ad Hoc Group of
Lenders, (i) Paul Hastings, LLP, 200 Park Avenue, New York, New
York 10166 (Attn.: Kristopher M. Hansen at
krishansen@paulhastings.com, Jonathan Canfield at
joncanfield@paulhastings.com and Daniel Ginsberg at
danielginsberg@paulhastings.com) and (ii) Young Conaway Stargatt
and Taylor, LLP, 1000 North King Street, Wilmington, Delaware 19801
(Attn.: Matthew B. Lunn at mlunn@ycst.com and Robert F. Poppiti,
Jr. at rpoppiti@ycst.com); (d) counsel to the DIP Agent, Wilmer
Cutler Pickering Hale and Dorr LLP, 7 World Trade Center, 250
Greenwich Street, New York, New York 10007 (Attn.: Andrew Goldman
at andrew.goldman@wilmerhale.com) and (e) counsel to any official
committee of unsecured creditors appointed in these Chapter 11
Cases.
The complete confirmation timeline, as approved by the Bankruptcy
Court in the Scheduling Order, and reflected in the Combined
Hearing Notice, is set forth below:
Voting Record Date: December 8, 2023
Commencement of Solicitation: December 8, 2023
Voting Deadline: December 18, 2023, at 5:00 p.m. (Eastern
Standard Time)
Petition Date: December 10, 2023
Combined Hearing Notice, Equity Notice and 8-K Filing: Two (2)
business day after entry of the Proposed Order
Publication Notice: Within five (5) business days after entry of
the Proposed Order
Plan Supplement Deadline: January 5, 2024, at 12:00 noon
(Eastern Standard Time) or seven days prior to the Objection
Deadline
Objection Deadline: January 12, 2024, at 4:00 p.m. (Eastern
Standard Time)
Treatment Objection Deadline: January 12, 2024, at 4:00 p.m.
(Eastern Standard Time)
Confirmation Order, Confirmation Brief and Reply Deadline: 12:00
noon (Eastern Standard Time) on (i) January 17, 2024, or (ii) the
day of the deadline to file the agenda for the Combined Hearing in
the event that the Combined Hearing is continued from January 19,
2024, to another date
Combined Hearing: January 19, 2024, at 10:00 a.m. (Eastern
Standard Time)
Equity Notice
In the Scheduling Order, the Bankruptcy Court also approved the
form of the Notice to Equity Security Holders Regarding the Joint
Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real
Estate Investment Trust and Its Debtor-Affiliates.
Interim NOL Order
Following the First Day Hearing, the Bankruptcy Court entered an
interim order, (i) establishing notice and objection procedures
regarding certain transfers, or claims of worthlessness, of
beneficial interests in equity securities in the Company. Under the
Interim NOL Order, any purchase, sale, or other transfer of, or
claim of worthlessness with respect to, equity securities in PREIT
in violation of the procedures set forth therein shall be null and
void.
A full-text copy of the regulatory filing is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/77281/000119312523295565/d814316d8k.htm
About PREIT
PREIT (OTCQB:PRET) -- http://www.preit.com/-- is a real estate
investment trust that owns and manages innovative properties
developed to be thoughtful, community-centric hubs. PREIT's robust
portfolio of carefully curated, ever-evolving properties generates
success for its tenants and meaningful impact for the communities
it serves by keenly focusing on five core areas of established and
emerging opportunity: multifamily & hotel, health & tech, retail,
essentials & grocery and experiential. Located primarily in densely
populated regions, PREIT is a top operator of high quality,
purposeful places that serve as one-stop destinations for customers
to shop, dine, play and stay.
PREIT and its debtor-affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11974) on December 10, 2023. As of Sept.
30, 2023, PREIT has $1.72 billion in total assets and $1.99 billion
in total debts.
The Hon. Karen B. Owens oversees the cases.
The Debtors tapped DLA Piper LLP (US) as general bankruptcy
counsel; Wachtell, Lipton, Rosen & Katz and Dilworth Paxson, LLP as
special counsels; and PJT Partners, LP as financial advisor. Kroll
Restructuring Administration, LLC is the notice, claims, balloting
and subscription agent.
Paul Hastings, LLP and Young Conaway Stargatt & Taylor, LLP serve
as legal counsels while Houlihan Lokey serve as financial advisor
to the ad hoc group of PREIT's first lien and second lien secured
lenders. Paul Hastings also advises the debtor-in-possession (DIP)
lenders.
PENNSYLVANIA REAL: Egan-Jones Retains CCC Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 5, 2023, withdrew its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by Pennsylvania Real Estate Investment Trust. EJR also
withdrew its 'C' the rating on commercial paper issued by the
Company.
Headquartered in Philadelphia, Pennsylvania, Pennsylvania Real
Estate Investment Trust is a self-administered real estate
investment trust involved in acquiring, managing, and holding real
estate interests for current yield and long-term appreciation.
PRC 717: Unsecured Creditors Recover 5% in Plan
-----------------------------------------------
PRC 717 LP submitted a Plan of Reorganization and a Disclosure
Statement.
The Plan provides that the Debtor has the right to place new
capital and funds into the Debtor in order to fund the Plan. The
Debtor is seeking such funds and believes it may be able to do so.
In the event insufficient votes are received from the Class 5
unsecured creditors, in a Motion to Approve the Plan, the Debtor
will set forth such cash infusion or new value which the Debtor
intends to provide. Thus, even if the Class 5 unsecured creditors
do not vote to confirm the Plan as required by Section 1126 of the
Bankruptcy Code, the Plan can be confirmed without violation of the
Absolute Priority Rule.
With respect to secured creditors in this case, even if a Class of
secured creditors does not vote to confirm the Plan, the cramdown
provisions of Section 1129(b) of the Code could be utilized to
cause confirmation of the Plan. Such confirmation could occur
because the secured creditor is believed to be paid an amount equal
to the value of such creditors' collateral to which any lien of
each secured creditor might attach.
Thus, under the provisions of Section 1129(b), the requirements for
confirmation of the Plan can be met. The only issues which might
arise with respect to any secured creditor might be the term of the
payment, the value of the collateral and the interest rate being
paid. In this case, the Debtor is currently paying the secured
creditor the value of its collateral as the payments are based upon
sales of the collateral as agreed upon by the secured creditor,
MMG, in a Stipulation with the Debtor.
The Debtor believes that the Plan meets the requirements of Section
1129(b) as to its secured creditors. Thus, the Plan can be
confirmed even if the secured creditors do not accept the Plan so
long as one impaired class of Claims does accept the Plan, or based
upon the lack of the equity being retained by the Debtor.
The Debtor has entered into a Stipulation with MMG, its secured
creditor, as to the treatment of the MMG Claim. The MMG Claim will
be paid through the affiliate case of 717 Armory, LLC. The MMG
treatment in the 717 Armory, LLC case is set forth in an agreement
entered into by the Debtor and MMG and approved by the Cash
Collateral Order.
Debtor's Property
The Debtor purchased the Real Property in 2018. At the time that
the purchase of the Real Property occurred, the Debtor's affiliate,
717 Armory, LLC, intended to operate in the Real Property. 717
Armory, LLC is still operating at such location. 717 Armory, LLC is
in the business of selling firearms and ammunition and related
items, providing gun safety meetings and training and operating a
gun and archery range.
The sole tenant of the Real Property is 717 Armory, LLC. 717
Armory, LLC's business receipts began to suffer during Covid as it
could not be open for a period of time. Potential customers did not
wish to be in a setting of the type operated by 717 Armory, LLC
during Covid.
The original financing of the Debtor for the purchase of the Real
Property occurred through Centric Bank. Over the course of the
last year, interest rates increased and such increases, coupled
with the lower amount of business during Covid, caused 717 Armory,
LLC to have financial problems and have difficulty making payment
on the Centric Bank loan. Centric Bank was acquired by First
Community Bank. First Community Bank then sold the loans which
Centric Bank had made to the Debtor to MMG Investments IV, LLC.
717 Armory, LLC decreased its staff from 20 to 25 employees down to
10 full time employees and 7 part time employees.
The Debtor's Assets consists of the Real Property. The Real
Property is difficult to value. The Debtor believes it may have a
value of approximately $1,750,000.
Class 5 Unsecured Claims
The Debtor scheduled claims owed to Brian Lewis in the amount of
approximately $436,000. This Claim is treated as unsecured under
the Plan.
Also included in Class 5, unsecured Claims, is the MMG Unsecured
Claim total $875,000.
The Debtor will review all claims. The Debtor will consider filing
objections to those Claims which the Debtor believes are not proper
to the extent an objection is expedient and necessary. The Debtor
will also examine all claims to determine whether they included any
post-Petition interest or any other charges which are not proper.
Unsecured creditors will receive a distribution of 5% in five equal
annual installments of one percent each. MMG will receive separate
treatment.
Under the 717 Armory, LLC Plan, the MMG Loan is split into 2
components. One component will be in the amount of $3,125,000 and
will be paid with interest at the rate of 7.5% per annum. This
will result in monthly payments of $25,175 based upon a 20 year
amortization. These payments will continue for a period of 60
months.
The second component of the MMG Loan will be in the sum of $875,000
which is defined as the MMG Unsecured Claim. This will be an
unsecured loan, with zero percent interest accruing for a period of
5 years. If the loan is not paid at the end of 5 years, the loan
will then accrue interest at the rate of 7% per annum. After 5
years there will be annual payments in arrears of 75% of the net
operating income of the Debtor. The net operating income is
calculated after payment of all debt service to MMG and other
payments required under the Plan and all necessary operating
expenses of the Debtor and 717 Armory, LLC.
If the MMG Unsecured Claim is paid in full within 36 months of the
Effective Date, a 50% discount of the MMG Secured Claim will
occur.
MMG will retain its lien upon the Real Property until such time as
the MMG Secured Claim is paid in full.
717 Armory, LLC continues to operate its business. 717 Armory, LLC
will utilize its business revenue to pay rent in the form of
payments to MMG and with respect to current real estate taxes.
Under the Plan, the Debtor reserves the right to sell any Assets.
The Debtor does not intend at this point in time to sell its
Assets.
The Debtor is seeking additional investors and/or cash infusions to
be utilized for inventory purposes, advertising and possibly to
fund the Plan.
717 Armory, LLC will be funding the Plan by payment of rent. The
717 Armory, LLC Projections set forth additional rent payments to
the Debtor which will be utilized to pay unsecured creditors.
A copy of the Disclosure Statement dated Dec. 15, 2023, is
available at https://tinyurl.ph/QRdMy from PacerMonitor.com.
About PRC 717 LP
717 Armory LLC is a limited liability company engaged in the sale
and use training of firearms and operations of a gun and archery
range. PRC 717 LP owns the property at 7500 Derry Street,
Harrisburg, Dauphin County, Pennsylvania, currently leased by 717
Armory.
717 Armory and affiliate PRC 717 LP sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-02284 and
23-02285) on Oct. 4, 2023. In the petition signed by Patrick R.
Connaghan, member, 717 Armory disclosed up to $10 million in assets
and liabilities.
The Honorable Bankruptcy Judge Henry W Van Eck oversees the cases.
The Debtors are represented by Robert E Chernicoff of Cunningham
and Chernicoff PC.
QUALITY ASSURANCE: Hires Carl W Hopkins as Bankruptcy Counsel
-------------------------------------------------------------
Quality Assurance Roofing Company of Texas, LLC seeks approval from
the U.S. Bankruptcy Court for the Western District of Arkansas to
employ Carl W Hopkins PA as its bankruptcy counsel.
The firm's services include:
(a) advising the Debtor of his rights, powers and duties as
Debtor-in-Possession, including those with respect to the continued
operation and management of his business and property;
(b) advising the Debtor concerning and assisting in the
negotiation and documentation of financing agreements, cash
collateral orders and related transactions;
(c) investigating into the nature and validity of liens
asserted against the property of the Debtor and advising the Debtor
concerning the enforceability of said liens;
(d) investigating into, advising the Debtor concerning and
taking such actions as may be necessary to collect and, in
accordance with applicable law, recover property for the benefit of
the Debtor's estate;
(e) preparing on behalf of the Debtor such applications,
motions, pleadings, orders, notices, schedules and other documents
as may be necessary and appropriate, and reviewing financial and
other reports to be filed;
(f) advising the Debtor concerning and preparing responses to
applications, motions, pleadings, notices and other documents which
may be filed and served;
(g) counseling the Debtor in connection with the formulation,
negotiation and promulgation of a plan or plans of reorganization
and related documents; and
(h) performing such other legal services for and on behalf of
the Debtor as may be necessary or appropriate in the administration
of the case.
The firm will be paid at these hourly rates:
Attorney $300
Paralegals $95
Carl W. Hopkins has received a $6,000 retainer.
As disclosed in the court filings, Carl W Hopkins is a
disinterested person as that term is defined in 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Carl W. Hopkins, Esq.
Carl W Hopkins, P.A.
P. O. Box 7359
Van Buren, AR 72956
Phone: (479) 922-2175
Email: cwhopkins@hopkinslawoffices.com
About Quality Assurance Roofing Company of Texas
Quality Assurance Roofing Company of Texas, LLC filed its
voluntary relief under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Ark. Case No. 23-71848) on Dec. 12, 2023. The petition was
signed ny Erica Bray, member. At the time of filing, the Debtor
estimated $50,001-$100,000 in assets and $500,001-$1 million in
liabilities.
Carl W. Hopkins, Esq. at Carl W Hopkins PA represents the Debtor as
counsel.
RESOURCE FOR EDUCATION: Hires Marshack Hays as Bankruptcy Counsel
-----------------------------------------------------------------
Resource for Education, Advocacy, Communication and Housing seeks
approval from the U.S. Bankruptcy Court for the Central District of
California to employ Marshack Hays Wood LLP as its bankruptcy
counsel.
The firm's services include:
a. advising the Debtor of its rights, powers and duties
continuing to operate and manage its business and assets;
b. advising the Debtor concerning, and assisting in the
negotiation and documentation of, agreements, debt restructurings
and related transactions;
c. preparing legal documents and reviewing all financial
reports to be filed in the Debtor's Chapter 11 case;
d. advising the Debtor concerning, and preparing responses to,
legal papers that may be filed and served in its bankruptcy case;
e. counseling the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;
f. performing all other legal services necessary to administer
the case, including legal advice on debt restructuring, asset
dispositions and general business, finance, and litigation
matters.
Marshack Hays will charge these hourly fees:
Partners $460 to $690
Of Counsels $550 to $590
Associates $340 to $430
Paralegals $260 to $290
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
David Wood, Esq., a partner at Marshack Hays, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
Marshack Hays can be reached at:
David A. Wood, Esq.
Marshack Hays, LLP
870 Roosevelt
Irvine, CA 92620
Telephone: (949) 333-7777
Facsimile: (949) 333-7778
Email: dwood@marshackhays.com
About Resource for Education, Advocacy,
Communication and Housing
Resource for Education, Advocacy, Communication and Housing sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Case No. 8:23-bk-12429-SC) on November 17, 2023. In the
petition signed by Adriana Garcia, chief executive officer, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Scott C. Clarkson oversees the case.
Matthew W. Grimshaw, Esq., at Marshack Hays Wood LLP, represents
the Debtor as legal counsel.
RESOURCE FOR EDUCATION: Taps Mr. Teeple of Grobstein Teeple as CRO
------------------------------------------------------------------
Resource for Education, Advocacy, Communication and Housing seeks
approval from the U.S. Bankruptcy Court for the Central District of
California to employ Joshua Teeple, founding partner of Grobstein
Teeple, LLP, as its chief restructuring officer.
The CRO will render these services:
-- assist in formulating and preparing strategies for the
Debtor to administer its assets, including evaluating potential
sales of property, financing, or recapitalization of the Debtor
and/or its assets;
-- assist in advising the Debtor's board of directors regarding
bankruptcy strategies and evaluating both business and legal issues
which may arise in the course of this bankruptcy case;
-- assist Debtor and its counsel with respect to any
negotiations regarding a Chapter 11 Subchapter V plan, including
the proposed treatment of creditors and disposition of assets;
-- assist in the preparation of reports and other
administrative responsibilities of the Debtor imposed by either the
Bankruptcy Code, Federal Rules of Bankruptcy Procedure, or the
Office of the United States Trustee; and
-- take such other action and perform such other services as
the Debtor may require of the CRO in connection with its Chapter 11
Subchapter V case.
Mr. Teeple has agreed to reduce his standard hourly rate of $525,
and other additional personnel with GT ranging from $85 to $595 per
hour, with a 15 percent reduction across the board.
Mr. Teeple assured the court that he and his firm are each a
"disinterested person" within the meaning of Bankruptcy Code Sec.
101(14).
Mr. Teeple can be reached at:
Joshua Teeple
Grobstein Teeple, LLP
6300 Canoga Avenue, Suite 1500W
Woodland Hills, CA 91367
Phone: (818) 532=1020
Email: jteeple@gtllp.com
About Resource for Education, Advocacy,
Communication and Housing
Resource for Education, Advocacy, Communication and Housing sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Case No. 8:23-bk-12429-SC) on November 17, 2023. In the
petition signed by Adriana Garcia, chief executive officer, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Scott C. Clarkson oversees the case.
Matthew W. Grimshaw, Esq., at Marshack Hays Wood LLP, represents
the Debtor as legal counsel.
RETAILING ENTERPRISES: Feb. 12 Plan Confirmation Hearing Set
------------------------------------------------------------
Judge Scott M. Grossman has entered an order granting the motion of
debtor Retailing Enterprises, LLC, for conditional approval of the
Amended Disclosure Statement Explaining its Chapter 11 Plan.
The Court will conduct a hearing to consider final approval of the
Disclosure Statement, confirmation of the Plan, and any
timely-filed fee applications on Feb. 12, 2024 at 9:30 a.m. in U.S.
Courthouse, 299 E. Broward Blvd., Room 308, Fort Lauderdale, FL
33301.
These deadlines will apply with respect to the confirmation hearing
and hearing on fee applications:
* The deadline for objections to claims will be on Jan. 3, 2024.
* The deadline for filing and serving fee applications will be on
Jan. 19, 2024.
* The deadline for filing ballots accepting or rejecting the Plan
will be on Jan. 29, 2024.
* The deadline for filing objections to confirmation will be on
Jan. 29, 2024.
* The deadline for filing objections to final approval of the
Disclosure Statement will be on Feb. 5, 2024.
* The deadline to file motions Under Fed. R. Civ. P. 43(a) will
be on Feb. 5, 2024.
About Retailing Enterprises
Retailing Enterprises, LLC, is an official reseller and distributor
of Invicta watches online and in 18 physical retail locations
across the United States with its main business premises located at
405 SW 148th Avenue, Suite 1, Davie, Florida 33325.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14169) on May 30,
2023. In the petition signed by Mauricio Krantzberg, president,
the Debtor disclosed up to $50 million in assets and up to $100
million in liabilities.
Judge Scott M. Grossman oversees the case.
Aaron A. Wernick, Esq., at Wernick Law, PLLC, is the Debtor's legal
counsel.
RGV PUMP: Seeks to Hire Growbooks Business Solutions as Bookkeeper
------------------------------------------------------------------
RGV Pump & Equipment LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Growbooks
Business Solutions LLC as its bookkeeper.
The firm will provide monthly bookkeeping service which includes
monthly operating reports, reconciliation of bank accounts and
check register, and payroll set up.
Growbooks will provide these services for a fixed fee of $500 per
month.
Zandria Eriksson, owner of Growbooks Business Solutions LLC,
assured the court that the firm is a "disinterested person" within
the meaning of 11 U.S.C. 101(14).
The firm can be reached through:
Zandria Eriksson
Growbooks Business Solutions LLC
408 E Ebony St
La Feria, TX 78559.
Tel: (956) 704-2711
Email: zandria@growbooksbookkeeping.com
About RGV Pump & Equipment LLC
RGV Pump & Equipment LLC established in San Benito, TX in March
2008, is a provider of solutions for automotive & commercial
trucks, and industrial equipment. Its services include lubricant
delivery, waste oil removal, equipment servicing, and fueling.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-10223) on December
12, 2023. In the petition signed by Eliud George, managing member,
the Debtor disclosed $329,021 in assets and $1,690,466 in
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
RGV PUMP: Seeks to Hire Lane Law Firm as Bankruptcy Counsel
-----------------------------------------------------------
RGV Pump & Equipment LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ The Lane Law
Firm, PLLC as its counsel.
The firm will provide these services:
a. assist, advise and represent the Debtor relative to the
administration of the chapter 11 case;
b. assist, advise and represent the Debtor in analyzing the
Debtor's assets and liabilities, investigating the extent and
validity of lien and claims, and participating in and reviewing any
proposed asset sales or dispositions;
c. attend meetings and negotiate with the representatives of
the secured creditors;
d. assist the Debtor in the preparation, analysis and
negotiation of any plan of reorganization and disclosure statement
accompanying any plan of reorganization;
e. take all necessary action to protect and preserve the
interests of the Debtor;
f. appear, as appropriate, before this Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of Debtor before said Courts and the United
States Trustee; and
g. perform all other necessary legal services in these cases.
The firm will be paid at these rates:
Robert C. Lane, Partner $550 per hour
Joshua Gordon $500 per hour
Associate Attorneys $375 to $425 per hour
Paralegals/Legal Assistants $150 to $190 per hour
The firm will be paid a retainer in the amount of $40,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
A. Zachary Casas, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Joshua.gordon@lanelaw.com
zach.casas@lanelaw.com
About RGV Pump & Equipment LLC
RGV Pump & Equipment LLC established in San Benito, TX in March
2008, is a provider of solutions for automotive & commercial
trucks, and industrial equipment. Its services include lubricant
delivery, waste oil removal, equipment servicing, and fueling.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-10223) on December
12, 2023. In the petition signed by Eliud George, managing member,
the Debtor disclosed $329,021 in assets and $1,690,466 in
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
RITE AID: Egan-Jones Cuts Senior Unsecured Ratings to D
-------------------------------------------------------
Egan-Jones Ratings Company, on December 11, 2023, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Rite Aid Corp to D from CCC-. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Camp Hill, Pennsylvania, Rite Aid Corp. Rite Aid
Corporation operates a retail drugstore chain in various states and
the District of Columbia.
RITE AID: Reaches Settlement With FTC on Facial Recognition Tech
----------------------------------------------------------------
Rite Aid has reached a settlement with the Federal Trade Commission
over facial recognition technology.
According to a statement by the FTC, Rite Aid will be prohibited
from using facial recognition technology for surveillance purposes
for five years to settle Federal Trade Commission charges that the
retailer failed to implement reasonable procedures and prevent harm
to consumers in its use of facial recognition technology in
hundreds of stores.
"Rite Aid's reckless use of facial surveillance systems left its
customers facing humiliation and other harms, and its order
violations put consumers' sensitive information at risk," said
Samuel Levine, Director of the FTC's Bureau of Consumer Protection
in a Dec. 19 statement. "Today's groundbreaking order makes clear
that the Commission will be vigilant in protecting the public from
unfair biometric surveillance and unfair data security practices."
The proposed order will require Rite Aid to implement comprehensive
safeguards to prevent these types of harm to consumers when
deploying automated systems that use biometric information to track
them or flag them as security risks. It also will require Rite Aid
to discontinue using any such technology if it cannot control
potential risks to consumers. To settle charges it violated a 2010
Commission data security order by failing to adequately oversee its
service providers, Rite Aid will also be required to implement a
robust information security program, which must be overseen by the
company's top executives.
In a complaint filed in federal court, the FTC says that from 2012
to 2020, Rite Aid deployed artificial intelligence-based facial
recognition technology in order to identify customers who may have
been engaged in shoplifting or other problematic behavior. The
complaint, however, charges that the company failed to take
reasonable measures to prevent harm to consumers, who, as a result,
were erroneously accused by employees of wrongdoing because facial
recognition technology falsely flagged the consumers as matching
someone who had previously been identified as a shoplifter or other
troublemaker.
Preventing the misuse of biometric information is a high priority
for the FTC, which issued a warning earlier this year that the
agency would be closely monitoring this sector. Rite Aid’s
actions subjected consumers to embarrassment, harassment, and other
harm, according to the complaint. The company did not inform
consumers that it was using the technology in its stores and
employees were discouraged from revealing such information.
Employees, acting on false positive alerts, followed consumers
around its stores, searched them, ordered them to leave, called the
police to confront or remove consumers, and publicly accused them,
sometimes in front of friends or family, of shoplifting or other
wrongdoing, according to the complaint. In addition, the FTC says
Rite Aid's actions disproportionately impacted people of color.
According to the complaint, Rite Aid contracted with two companies
to help create a database of images of individuals -- considered to
be "persons of interest" because Rite Aid believed they engaged in
or attempted to engage in criminal activity at one of its retail
locations -- along with their names and other information such as
any criminal background data. The company collected tens of
thousands of images of individuals, many of which were low-quality
and came from Rite Aid's security cameras, employee phone cameras
and even news stories, according to the complaint.
The system generated thousands of false-positive matches, the FTC
says. For example, the technology sometimes matched customers with
people who had originally been enrolled in the database based on
activity thousands of miles away, or flagged the same person at
dozens of different stores all across the United States, according
to the complaint. Specifically, the complaint says Rite Aid failed
to:
* Consider and mitigate potential risks to consumers from
misidentifying them, including heightened risks to certain
consumers because of their race or gender. For example, Rite Aid's
facial recognition technology was more likely to generate false
positives in stores located in plurality-Black and Asian
communities than in plurality-White communities;
* Test, assess, measure, document, or inquire about the accuracy
of its facial recognition technology before deploying it, including
failing to seek any information from either vendor it used to
provide the facial recognition technology about the extent to which
the technology had been tested for accuracy;
* Prevent the use of low-quality images in connection with its
facial recognition technology, increasing the likelihood of
false-positive match alerts;
* Regularly monitor or test the accuracy of the technology after
it was deployed, including by failing to implement or enforce any
procedure for tracking the rate of false positive matches or
actions that were taken based on those false positive matches; and
* Adequately train employees tasked with operating facial
recognition technology in its stores and flag that the technology
could generate false positives. Even after Rite Aid switched to a
technology that enabled employees to report a "bad match" and
required employees to use it, the company did not take action to
ensure employees followed this policy.
In its complaint, the FTC also says Rite Aid violated its 2010 data
security order with the Commission by failing to adequately
implement a comprehensive information security program. Among
other things, the 2010 order required Rite Aid to ensure its
third-party service providers had appropriate safeguards to protect
consumers' personal data. For example, the complaint alleges the
company conducted many security assessments of service providers
orally, and that it failed to obtain or possess backup
documentation of such assessments, including for service providers
Rite Aid deemed to be "high risk."
In addition to the ban and required safeguards for automated
biometric security or surveillance systems, other provisions of the
proposed order prohibit Rite Aid from misrepresenting its data
security and privacy practices and also require the company to:
* Delete, and direct third parties to delete, any images or
photos they collected because of Rite Aid's facial recognition
system as well as any algorithms or other products that were
developed using those images and photos;
* Notify consumers when their biometric information is enrolled
in a database used in connection with a biometric security or
surveillance system and when Rite Aid takes some kind of action
against them based on an output generated by such a system;
* Investigate and respond in writing to consumer complaints about
actions taken against consumers related to an automated biometric
security or surveillance system;
* Provide clear and conspicuous notice to consumers about the use
of facial recognition or other biometric surveillance technology in
its stores;
* Delete any biometric information it collects within five
years;
* Implement a data security program to protect and secure
personal information it collects, stores, and shares with its
vendors;
* Obtain independent third-party assessments of its information
security program; and
* Provide the Commission with an annual certification from its
CEO documenting Rite Aid’s adherence to the order's provisions.
The Commission voted 3-0 to authorize staff to file the complaint
and the proposed stipulated order against Rite Aid. Commissioner
Alvaro Bedoya released a statement.
The complaint and order were filed in the Eastern District of
Pennsylvania. Rite Aid is currently going through bankruptcy
proceedings and the order will go into effect after approval from
the bankruptcy court and the federal district court as well as
modification of the 2010 order by the Commission.
The principal attorneys on these matters are Robin Wetherill, Leah
Frazier, Diana Chang, Christopher Erickson, and Brian Welke in the
FTC’s Bureau of Consumer Protection.
The Federal Trade Commission works to promote competition and
protect and educate consumers. Learn more about consumer topics at
consumer.ftc.gov, or report fraud, scams, and bad business
practices at ReportFraud.ftc.gov. Follow the FTC on social media,
read consumer alerts and the business blog, and sign up to get the
latest FTC news and alerts.
About Rite Aid Corp.
Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years. Rite Aid employs more than 6,100 pharmacists and operates
more than 2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In
the petition signed by Jeffrey S. Stein, chief executive officer
and chief restructuring officer, Rite Aid disclosed $7,650,418,000
in total assets and $8,597,866,000 in total liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Cole Schotz, P.C.,
as local bankruptcy counsel, Guggenheim Partners as investment
banker, Alvarez & Marsal North America, LLC, as financial, tax and
restructuring advisor, and Kroll Restructuring Administration as
claims and noticing agent.
RL ENTERPRISES: Unsecured Creditors to Get $50K in Plan
-------------------------------------------------------
RL Enterprises, Inc., submitted a Plan of Reorganization.
The Debtor is a Nevada Corporation with its principal place of
business in California. The Debtor owns nine parcels of real estate
located in California. The Debtor is engaged in the business of
owning and renting its properties. Currently the property located
at 700 Paularino consists of raw land. The remaining 8 parcels
contain single family residences, townhouses, or condominiums, and
are all rented. All of the properties are insured and taxes are
current on each property.
Under the Plan, the rights of Tenants are unimpaired. The Plan
proposes to pay the Lenders, in full (up to the value of their
collateral) over a 3 year to 30 year period by (1) entering into
loan modifications with various creditors, (2) refinancing or
selling certain of the properties, and (3) using the rental income
from the Tenants for making monthly payments. Any Tenants with
priority claims for deposits, if any, will be paid 100% in the
normal course of the Debtor's operation. This Plan also provides
for the 100% payment of all other administrative, including fees
payable to the Office of the United States Trustee, and priority
claims upon confirmation.
Under the Plan, Class 12 consists of the allowed General Unsecured
Claims against the Debtor. Holders of Class 12 Allowed Claims will
be paid in quarterly payments, commencing on the first day of the
month after the 6-month anniversary of the effective date, their
pro rata share of $50,000, which will be paid from the equity
infusion of $50,000 made by Debtor's principal, Roman Libonao, as
set forth in this Plan. At the Debtor's Option, Debtor may pre-pay
any payment due without penalty. Class 12 is an impaired class, and
the holder of a Class 12 Allowed Claim is entitled to vote to
accept or reject the Plan.
If an objection to the Plan is lodged under Section 1129(a)(15) of
the Bankruptcy Code, the Debtor's Payments and distributions under
the Plan will be funded by the Debtor, based upon its (a) projected
monthly rental income (b) proceeds from the sale of real property,
at the Debtor's sole discretion, and (c) contributions by the
Debtor's principal Roman Libonao, as necessary.
Attorneys for Debtor:
Matthew L. Johnson, Esq.
Russell G. Gubler, Esq.
JOHNSON & GUBLER, P.C.
8831 West Sahara Ave.
Las Vegas, NV 89117
Tel: (702) 471-0065
Fax: (702) 471-0075
E-mail: mjohnson@mjohnsonlaw.com
A copy of the Plan of Reorganization dated Dec. 15, 2023, is
available at https://tinyurl.ph/kTOqv from PacerMonitor.com.
About RL Enterprises
RL Enterprises, Inc., offers customized training programs that
generate results to improve employee skill sets. The company is
based in Costa Mesa, Calif.
RL Enterprises sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 22-13254) on Sept. 11,
2022, with between $1 million and $10 million in both assets and
liabilities. Roman Libonao, president of RL Enterprises, signed
the petition.
Judge August B. Landis oversees the case.
The Debtor is represented by Matthew L. Johnson, Esq., and Russell
G. Gubler, Esq., at Johnson & Gubler, P.C.
SB PROPERTY: Glen Watson of Watson Law Named Subchapter V Trustee
-----------------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq.,
at Watson Law Group, PLLC as Subchapter V trustee for SB Property
Group LLC.
Mr. Watson will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Watson declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Glen Watson, Esq.,
Watson Law Group, PLLC
1114 17th Av. S., Suite 201
P.O. Box 121950
Nashville, TN 37212
Phone: (615) 823-4680
Email: glen@watsonpllc.com
About SB Property Group
SB Property Group, LLC is the owner of six properties located in
Nashville and Franklin, Tenn., having a total current value of
$5.47 million.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-04528) on Dec. 11,
2023, with $5,475,000 in assets and $1,100,015 in liabilities.
Bruce Little Jr., president and manager, signed the petition.
Judge Marian F. Harrison oversees the case.
Keith D. Slocum, Esq., at Slocum Law represents the Debtor as
bankruptcy counsel.
SECURE ENERGY: Moody's Raises CFR to Ba3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Secure Energy Services Inc.'s
corporate family rating to Ba3 from B1, probability of default
rating to Ba3-PD from B1-PD and the senior unsecured notes rating
to B2 from B3. The speculative grade liquidity rating was upgraded
to SGL-1 from SGL-2. The outlook is maintained at stable.
Moody's will withdraw the senior secured B1 rating on Secure's
second lien notes following their redemption in conjunction with
the closure of asset divestitures mandated by the Canadian
Competition Tribunal. Waste Connections, Inc. (Baa1 stable) has
entered into an agreement with Secure to acquire 30 energy waste
treatment disposal facilities associated with the Tervita
Corporation acquisition for C$1.075 billion and the company
anticipates closure of the transaction during Q1 2024.
"The upgrade of Secure's ratings reflects significant debt
reduction and enhanced liquidity following asset divestitures,
supporting robust metrics and positioning the company to better
weather industry volatility," said Whitney Leavens, Moody's
analyst.
RATINGS RATIONALE
Secure's Ba3 CFR is supported by: 1) good strategic positioning as
a leading environmental and waste management company servicing oil
and gas producers in Western Canada, with a high amount of EBITDA
linked to oil production-related activity as opposed to drilling;
2) financial flexibility supported by low financial leverage and
low sustaining capital requirements; and 3) very good liquidity.
The rating is challenged by: 1) high business concentration with
significant exposure to volatile commodity prices and potential
cash flow pressures; 2) free cash flow constrained by dividends and
growth spending; and 3) financial policy risks including the
potential for increasingly friendly shareholder actions.
Secure's senior unsecured notes are rated B2, two notches below the
company's Ba3 CFR, reflecting the priority ranking of the company's
C$800 million first lien revolving credit facility expiring July
2025.
Secure's liquidity is very good (SGL-1). Pro-forma for the asset
divestitures and subsequent repayment of revolver drawings and the
second lien notes due 2025 (about C$210 million outstanding as of
Q3-2023), Moody's estimates sources of liquidity will total close
to C$1.3 billion, consisting of C$460 million in cash, about C$760
million available under the C$800 million committed revolver
expiring July 2025 (after letters of credit), and Moody's forecast
for around C$80 million in free cash flow during 2024. The C$340
million senior unsecured notes mature in 2026. The company has
three financial covenants, with which it will remain comfortably in
compliance. Alternative sources of liquidity are limited as assets
are largely pledged to the secured lenders.
The stable outlook reflects Moody's expectation that Secure will
sustain financial leverage at low levels while maintaining very
good liquidity and a conservative financial policy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would require enhanced diversification and scale
accompanied by a strong track record of positive free cash flow
generation and conservative financial policies with debt to EBITDA
sustained below 2x.
The ratings could be downgraded if leverage is sustained above 3x,
financial policy becomes more aggressive, or liquidity
deteriorates.
Secure Energy Services Inc. is an oilfield services company
headquartered in Calgary Alberta, primarily focused on serving the
Western Canadian oil and gas industry and the Northern US.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
SEINEYARD AT WILDWOOD: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Seineyard at Wildwood, Inc., according to court
dockets.
About Seineyard at Wildwood
Seineyard at Wildwood, Inc. filed Chapter 11 petition (Bankr. N.D.
Fla. Case No. 23-40439) on Nov. 15, 2023, with as much as $1
million in both assets and liabilities.
Judge Karen K. Specie oversees the case.
Samantha Kelley, Esq., at Bruner Wright, P.A. represents the Debtor
as legal counsel.
SHENANDOAH TELECOM: Egan-Jones Retains BB+ Sr. Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 5, 2023, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Shenandoah Telecommunications Company. EJR also
withdraws the rating on commercial paper issued by the Company.
Headquartered in Edinburg, Virginia, Shenandoah Telecommunications
Company provides telecommunications services through its
subsidiaries.
SINCLAIR BROADCAST: Egan-Jones Retains CCC+ Sr. Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 6, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Sinclair Broadcast Group, Inc. EJR also withdraws
the rating on commercial paper issued by the Company.
Headquartered in Hunt Valley, Cockeysville, Maryland, Sinclair
Broadcast Group, Inc. operates as a television broadcasting
company.
SM ENERGY: Egan-Jones Retains BB Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on December 1, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by SM Energy Company. EJR also withdraws the rating
on commercial paper issued by the Company.
Headquartered in Denver, Colorado, SM Energy Company is an
independent energy company that explores for and produces natural
gas and crude oil.
SRX ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SRX Enterprises LLC
5026 Laurel Canyon Blvd.
Valley Village, CA 91607
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: December 26, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-11825
Debtor's Counsel: Henry D. Paloci III, Esq.
HENRY D PALOCI III PA
PO Box 592
Los Alamitos CA 90720
Tel: 844-398-5500
Email: hpaloci@hotmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by R. Douglas Spiro as manager.
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/BKWLU4I/SRX_Enterprises_LLC__cacbke-23-11825__0001.0.pdf?mcid=tGE4TAMA
SS&C TECHNOLOGIES: Egan-Jones Retains BB Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 8, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by SS&C Technologies, Inc. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Windsor, Connecticut, SS&C Technologies, Inc.
develops financial software solutions.
STERETT COMPANIES: Seeks to Hire Meyer & Meyer as Special Counsel
-----------------------------------------------------------------
Sterett Companies, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of Kentucky to
employ Meyer & Meyer, LLP as their special counsel.
The firm will render these services:
(a) assist with, or represent the Debtors, in consultation
with bankruptcy counsel, with general corporate, employment,
contractual and post-bankruptcy strategic planning, business
organizational matters, and any other related issues arising during
the pendency of the Chapter 11 Cases;
(b) assist with, or represent, the Debtors with respect to
such other non-bankruptcy matters as specifically directed by the
Debtors or bankruptcy counsel; and
(c) advise and assist bankruptcy counsel as is reasonable and
appropriate.
John David Meyer, a member of Meyer & Meyer, was primarily
responsible for providing pre-petition legal counsel to the
Debtors. Mr. Meyer's hourly rate is $250.
The firm will be paid at these rates:
Members $250 per hour
Paraprofessionals $150 per hour
Mr. Meyer assured the court that Meyer & Meyer is a "disinterested
person" within the meaning of 11 U.S.C. Sec. 101(14).
The firm can be reached through:
John David Meyer, Esq.
Meyer & Meyer LLP
100 E Veterans Blvd
Owensboro, KY 42303
Telephone: (270) 215-2974
Facsimile: (270) 926-4922
About Sterett Companies, LLC
Sterett Companies, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-40625) on October
27, 2023.
In the petition signed by William L. Sterett, III, CEO, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Charles R. Merrill oversees the case.
Neil C. Bordy, Esq., at Seiller Waterman LLC, represents the Debtor
as legal counsel.
SUMMIT HOTEL: Egan-Jones Retains BB Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on November 27, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Summit Hotel Properties, Inc. EJR also withdraws
the rating on commercial paper issued by the Company.
Headquartered in Austin, Texas, Summit Hotel Properties, Inc.
operates as a real estate investment trust.
SUMMIT MIDSTREAM: Egan-Jones Retains B+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 7, 2023, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by Summit Midstream Partners LP. EJR also withdraws
the rating on commercial paper issued by the Company.
Headquartered in Houston, Texas, Summit Midstream Partners LP is
focused on owning and operating midstream energy infrastructure
that is strategically located in the core producing areas of
unconventional resource basins, primarily shale formations, in
North America.
TC ENERGY: Egan-Jones Retains BB+ Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2023, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by TC Energy Corporation. EJR also withdraws the
rating on commercial paper issued by the Company.
Headquartered in Calgary, Canada, TC Energy Corporation operates as
an energy infrastructure company.
TECHNICAL ORDNANCE: UST Seeks to Strike Exculpation Clause
----------------------------------------------------------
The United States Trustee objects to the Plan of Liquidation and
Disclosure Statement of Technical Ordnance Solutions, LLC, Atomic
Machine and EDM, Inc., and Energy Technical Systems, Inc.
The Debtors' Plan of Liquidation provides for a liquidation of the
Debtors' assets and payment in full of unsecured creditors within
two years from funds provided by the Plan Sponsor, Lindsey Cochran
Bowman.
The Debtors' Plan provides for substantive consolidation and for
all property of the estate to vest in the Liquidating Debtor on the
effective date of the plan. The Plan provides for a "Plan
Administrator," who will liquidate the Debtor's assets and pay
priority and certain secured creditors. However, it is anticipated
that the proceeds of the liquidation will be insufficient to pay
secured creditors in full. The Debtors further provide that the
unsecured creditors, including undersecured deficiency claimants,
will be paid in full by the "Creditor Trust." The Plan Sponsor,
Lindsey Cochran Bowman, will provide all the needed funding for the
Creditor Trust.
The United States Trustee points out that the article 7.09 of the
Debtors' Plan provides for an exculpation of Mr. Colburn, Mr.
Bowman, Lowdon, the Debtors' Affiliates (as defined in the Code),
and their accountants and attorneys, among others. The United
States Trustee recognizes that the officers and professionals may
be entitled to some limitation of liability pursuant to the
Bankruptcy Code or the common law. The Court however should not
permit the Debtors to go beyond those protections that are already
available to its officers and professionals. Accordingly, the Court
should strike the exculpation clause in its entirety.
United States Trustee further points out that it is unclear how
creditors might pursue defaults under the plan if Mr. Bowman fails
to fund. The Debtors should clarify whether the Creditor Trust or
creditors have a direct cause of action against Mr. Bowman for any
default. Moreover, the Debtors should establish as part of the
record that Mr. Bowman is legally bound by the Debtors' Plan.
United States Trustee asserts that the Debtors provide limited
information in the Debtors' Disclosure Statement regarding Mr.
Bowman's ability to fund shortfalls.
About Technical Ordnance Solutions
Technical Ordnance Solutions LLC is engaged in the business of
ordnance accessories manufacturing. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 23-00125) on Feb. 5, 2023. In the petition signed by Clyde
William Colburn, III, its owner, the Debtor disclosed up to
$100,000 in assets and up to $10 million in liabilities.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law, is the Debtor's legal
counsel.
THREE ARROWS: Court Freezes Founders' $1 Billion Assets
-------------------------------------------------------
Sidhartha Shukla of Bloomberg News reports that around $1 billion
in assets belonging to the founders of cryptocurrency hedge fund
Three Arrows Capital have been frozen by a British Virgin Islands
court, according to the firm's liquidator.
The court issued an order preventing co-founders Su Zhu and Kyle
Davies, as well as Davies' wife Kelly Chen, from transferring or
selling assets worth up to $1.14 billion, the liquidator Teneo said
in an emailed statement, adding that it estimates creditors are
owed roughly $3.3 billion.
About Three Arrows Capital
Three Arrows Capital Ltd. was an investment firm engaged in
short-term opportunities trading, and is heavily invested in
cryptocurrency, funded through borrowings. As of April 2022, the
Debtor was reported to have over $3 billion of assets under its
management.
Three Arrows Capital Ltd. was incorporated as a business company
under the laws of the British Virgin Islands. Its sole shareholder
owning all of its "management shares" is Three Arrows Capital Pte.
Ltd., which previously operated as a regulated fund manager in
Singapore until 2021, when it shifted its domicile to the BVI, as
part of a global corporate plan to relocate operations to Dubai.
The Debtor borrowed digital and fiat currency from multiple lenders
to fund its cryptocurrency investments. After cryptocurrency lost
99% of its value, and then prices of other cryptocurrencies had
rapid declines, the Debtor reportedly defaulted on its
obligations.
On June 24, 2022, one of the Debtor's many creditors -- DRB Panama
Inc. -- filed an application to appoint joint provisional
liquidators -- and thereafter, full Liquidators -- in the Eastern
Caribbean Supreme Court in the High Court of Justice (Commercial
Division) located in BVI. The application was assigned claim number
VIHCOM2022/0117.
Subsequently, on June 27, 2022, the Debtor filed its own
application for the appointment of joint liquidators before the BVI
Commercial Court.
On June 29, 2022, the Honorable Mr. Justice Jack of the BVI
Commercial Court appointed Russell Crumpler and Christopher Farmer
of Teneo (BVI) Limited as joint liquidators of Three Arrows Capital
Ltd.
TMK HAWK: Moody's Lowers Rating on Sr. Secured Term Loan C to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded TMK Hawk Parent Corp's (dba
TriMark) senior secured term loan C rating to C from Ca. At the
same time, Moody's affirmed the company's other ratings, consisting
of the Caa3 Corporate Family Rating, Ca-PD Probability of Default
Rating, the B3 rating on the senior secured term loan A, the Caa3
rating on the senior secured term loan B, and the C rating on the
senior secured second lien term loan. The rating outlook remains
negative.
On December 19, 2023, TriMark announced that it has entered into an
agreement with a group of existing lenders, led by Ares Management,
L.P., Oaktree Capital Management, L.P. and Bayside Capital, to
invest a $350 million cash equity in the company and to
substantially deleverage TriMark's balance sheet. The transaction
is expected to close in early January, subject to closing
conditions.
Moody's expects the transaction to be a distressed exchange default
upon completion, because as part of the transaction, Moody's
anticipates certain tranches of the existing debt will be converted
to new debt and/or new equity at a discount. Moody's will append a
/LD designation to the PDR upon completion of the transaction.
Moody's expects that the transaction will favorably reduce debt,
cash interest expense and leverage. By addressing the upcoming 2024
and 2025 maturities of all TriMark's existing debt, the transaction
should also meaningfully improve the company's liquidity.
The downgrade of the senior secured term loan C rating and the
affirmation of the other instrument ratings, the CFR and PDR
reflect Moody's view of expected recovery based on the proposed
transaction, the high likelihood that the transaction will be
completed and Moody's view that the transaction represents a
distressed exchange default.
RATINGS RATIONALE
TriMark's Caa3 CFR reflects the high likelihood of a distressed
exchange default and Moody's view that the company's existing
capital structure is unsustainable given its very high financial
leverage and negative free cash flow despite a meaningfulprojected
earnings rebound. TriMark has end market concentration in the
foodservice/restaurant sector and the majority of its revenue
relates to equipment sales. The credit profile is supported by the
company's strong market position in the foodservice equipment and
supplies distribution industry, its relatively recurring revenue
stream from supply replenishment and equipment replacement, and
modest capital expenditure requirement. TriMark announced in
December 2023 an agreement with lenders to inject new equity into
the company and significantly reduce leverage. Moody's expects the
proposed transaction to be a distressed exchange.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects Moody's view that TriMark's capital
structure is unsustainable owing to high leverage and significant
negative free cash flow, and that recovery values could weaken if
the proposed restructuring transaction is not completed.
The ratings could be upgraded if leverage materially declines
driven by continued improvement in operating results and less
reliance on external sources of liquidity. The company would also
need to improve liquidity including interest coverage, cash
generation and the maturity profile to be upgraded.
The ratings could be downgraded if there is a deterioration in
liquidity or recovery prospects decline.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
TriMark is a distributor of foodservice equipment and supplies in
North America, providing all non-food products used by restaurants
and other foodservice operators. In addition, the company offers
value-added services, which include design, procurement, and
installation of commercial kitchens for foodservice operations.
TriMark was acquired by Centerbridge Partners in 2017. The company
generated approximately $2.5 billion of revenue for the twelve
months ended September 30, 2023.
TRANSALTA CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on December 12, 2023, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by TransAlta Corporation.
Headquartered in Calgary, Canada, TransAlta Corporation is a
non-regulated electric generation and marketing company with its
growth focused in developing coal and gas-fired generation.
TREES CORP: Amends Terms of $13.5M Secured Convertible Notes
------------------------------------------------------------
Trees Corporation disclosed in a Form 8-K filed with the Securities
and Exchange Commission that the Company entered into Amended and
Restated Senior Secured Convertible Notes with certain accredited
investors party to that certain note offering consummated in
September 2022, pursuant to which the Company issued and sold
senior secured convertible notes with an aggregate principal amount
of $13,500,000 to such Investors. The material terms of the
Amended Notes include no changes to the aggregate principal amount;
the maturity date; or the interest rate. Material changes
reflected in the Amended Notes include the following:
* 25% of the total principal, i.e., $3,375,000, contains
different terms than the remaining principal:
-- Principal mandatorily convertible at any time during term
upon occurrence of trigger event based on trading price and
trading value.
-- Interest subject to optional conversion by TREES if trigger
event occurs.
-- In the event of this conversion, the Principal Amount would
be reduced to $10,125,000.
* Current interest payments are deferred until March 2024;
further, the Company shall make 'catch-up' interest payments
beginning in December 2024 for deferred interest.
* Conversion: Up to $3,375,000 of principal will be convertible
at Investors' option at a price per share equal to $0.50.
* Warrant exercise price of previously granted senior debt
warrants in respect of prior 12% and 10% note offerings reduced to
$0.40 per share; warrant expiration date extended to Sept. 15,
2029.
* Working capital – Lead Investor agreed to provide
additional $250,000 on or after closing in a separate 'Working
Capital Note' – 1.25x liquidation preference; and up to
additional $250,000 at TREES' option – in such event, 1.5x
liquidation preference shall apply to entire amount (including
initial $250k).
* Lead Investor to provide up to $500,000 additional M&A
financing upon mutually agreed transaction.
In addition to the Amended Notes and Working Capital Notes, the
Company and Lead Investor executed a First Amendment to Securities
Purchase Agreement and Security Agreement, the Company executed a
Warrant Amendment Letter, and the Lead Investor executed an M&A
Financing Letter.
About Trees Corp
Headquartered in Denver, Colorado, Trees Corporation (formerly
known as General Cannabis Corp) -- is a cannabis retailer and
cultivator in the States of Colorado and Oregon.
Trees Corp reported a net loss of $9.47 million for the year ended
Dec. 31, 2022, compared to a net loss of $8.87 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $31.69
million in total assets, $25.29 million in total liabilities, and a
total stockholders' equity of $6.41 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 17, 2023, citing that the Company has suffered
recurring losses from operations and has a negative working capital
that raise substantial doubt about its ability to continue as a
going concern.
TRIUMPH GROUP: Moody's Puts 'Caa1' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the Caa1 Corporate Family Rating
and the Caa1-PD Probability of Default Rating of Triumph Group,
Inc. on review for upgrade following the announcement on December
21, 2023 that Triumph agreed to sell its Product Support business
to AAR CORP. (unrated) for $725 million. Triumph's B2 rating on the
Senior Secured First Lien Global Notes due 2028, Caa2 rating on the
Senior Unsecured Global Notes due 2025 and SGL-3 Speculative Grade
Liquidity (SGL) rating are unchanged. Previously, the outlook was
stable.
Triumph's Product Support operations provide maintenance, repair
and overhaul (MRO) services to commercial aerospace and military
end markets. The company expects to realize net proceeds of $700
million. Triumph plans to pay off its senior unsecured notes due
August 15, 2025 ($446 million outstanding) in their entirety and a
portion of the senior secured first lien notes due March 15, 2028.
Triumph will require approval from first lien noteholders before it
can pay off the senior unsecured notes. The company expects the
sale to close in the first quarter of 2024.
The B2 rating on the first lien senior secured notes and the Caa2
rating on the company's unsecured notes are unchanged. The
retirement of the senior notes would remove a significant part of
the first loss position in the capital structure. Accordingly, the
share of loss for the first lien notes would increase, leading to
less notching uplift above the corporate family rating.
The review for upgrade of the CFR and PDR will consider the
benefits to the company's financial leverage, liquidity and
refinancing risk that will accrue by retiring debt with the sale
proceeds. EBITDA margin will decline in the near term following the
sale because the Product Support business produces higher margins
than those for the remaining operations. However, annual interest
expense will materially decline with the expected debt retirement
and operating cash flow will increase.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The current Caa1 CFR reflects the company's weak credit metrics and
historically weak cash generation. The current ratings also reflect
Moody's expectation that earnings and cash flow will improve
through 2025 in step with the ongoing recovery in commercial
aerospace and steady demand in the company's military markets.
Debt/EBITDA as of September 2023 is very high at around 10.5x
(including a sizable pension adjustment). Triumph's ability to
sustainably grow earnings to reduce leverage will be a key rating
consideration over the next 12 to 18 months.
Triumph's considerable scale and well-established presence as an
aerospace supplier support the Caa1 rating. Recent business wins
coupled with ongoing de-risking efforts collectively create a path
to improved earnings and cash generation. This will support a more
stable and predictable business going forward.
Absent the sale of the Product Support operations, Triumph's
ratings could be upgraded if the senior unsecured notes due 2025
are refinanced. Sustained earnings growth and free cash flow to
debt consistently in the low single-digits would also be supportive
of a ratings upgrade. Triumph's ratings could be downgraded if the
company is unable to consistently grow earnings or sustainably
generate positive free cash flow.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
Headquartered in Radnor, Pennsylvania, Triumph Group, Inc. designs,
engineers, manufactures, repairs and overhauls a broad portfolio of
aerospace and defense systems, components and subsystems. Revenues
for the twelve months ended September 2023 were $1.4 billion.
TROIKA MEDIA: Incurs $55.55 Million Net Loss in Q3 2023
-------------------------------------------------------
Troika Media Group, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $55.55 million on $54.24 million of revenue for the three months
ended September 30, 2023, compared to a net income of $1.27 million
on $119.81 million of revenue for the same period in 2022.
For the nine months ended September 30, 2023, the Company incurred
$75.71 million net loss on $171.97 million of revenue, compared to
a net loss of $31.17 million on $220.88 million of revenue for the
same period in 2022.
As of September 30, 2023, the Company has $86.15 million in total
assets, $128.06 million in total liabilities, and $41.91 million in
total stockholders' deficit.
As has been previously reported, the Company agreed with its senior
lender, Blue Torch Finance LLC, to undertake a process with an
investment banker to facilitate the repayment in full of Blue Torch
debt either through an acquisition or disposition involving the
Company, a refinancing, or some combination thereof. As a result,
in December 2022, the Company engaged Jefferies LLC, a leading
global full-service investment banking and capital markets firm,
and the Board formed a Special Committee to, among other things,
oversee a Potential Transaction. In the absence of a Potential
Transaction, the Company and Blue Torch have, in good faith,
continued to negotiate to resolve ongoing issues. The Company filed
for Chapter 11 on December 7, 2023, and in connection with such
filing Blue Torch and the Company agreed to consummate a Potential
Transaction in Chapter 11 whereby Blue Torch would acquire certain
assets of the Company (subject to approval of the Bankruptcy
Court).
The costs of and distractions caused by restructuring, pursuing a
Potential Transaction, negotiating amendments to the Financing
Agreement, and servicing the Blue Torch debt, have materially
depleted liquidity and negatively impacted the performance of the
Company. Consequently, management has concluded that there is
substantial doubt about the Company's ability to fund ongoing
operations and meet debt service obligations over the ensuing
twelve-month period. To preserve operating liquidity and maintain
optionally, the Company chose not to make the principal and
interest payment due to Blue Torch on September 30, 2023, and
negotiated a waiver of that default and other specified events of
default through October 20, 2023.
A full-text copy of the Form 10-Q is available at
http://tinyurl.com/bdk8d2n8
About Troika Media Group
Troika Media Group, Inc., a New York-based company and its
affiliates operate a media advertising professional services
company. The Debtors' core asset is their business segment run by
Converge Direct, LLC, which Troika Media Group acquired in March
2022 for $125 million.
Converge is a data-and-audience-centric media buying agency. It
differentiates itself from the typical agency model in favor of
deeper engagement with its clients and investing in its own lead
generating activities. Converge provides complementary services
such as advertising strategy and customized advertising campaigns,
utilizing its proprietary attribution analytics software tool,
Helix.
Troika Media Group and its affiliates filed Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 23-11969) on Dec. 7, 2023. As of
Oct. 31, 2023, Troika Media Group had total assets of $86.5 million
and total debts of $130.7 million.
Judge David S. Jones oversees the cases.
The Debtors tapped Willkie Farr & Gallagher, LLP as legal counsel;
Jefferies, LLC as investment banker; and Arete Capital Partners,
LLC as financial advisor. Kroll Restructuring Administration, LLC
is the notice, claims, solicitation and balloting agent and
administrative advisor.
TWO RIVERS FARMS: Mark Dennis Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 11 appointed Mark Dennis, a certified
public accountant at SL Biggs, as Subchapter V trustee for Two
Rivers Farms F-2, Inc.
Mr. Dennis will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Dennis declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark D. Dennis, CPA
SL Biggs, A Division of SingerLewak, LLP
2000 S. Colorado Blvd., Tower 2, Ste. 200
Denver, CO 80222
Phone: 303-226-5471
Email: mdennis@slbiggs.com
About Two Rivers Farms F-2
Two Rivers Farms F-2, Inc., a Denver-based company, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Colo. Case No. 23-15627) on Dec. 6, 2023, with $615,000
in assets and $16,099,861 in liabilities. Greg Harrington,
authorized representative of the Debtor, signed the petition.
Judge Kimberley H. Tyson oversees the case.
K. Jamie Buechler, Esq., at Buechler Law Office, L.L.C. represents
the Debtor as bankruptcy counsel.
VECTOR GROUP: Egan-Jones Retains CCC+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 6, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Vector Group Ltd. EJR also withdraws the rating
on commercial paper issued by the Company.
Headquartered in Miami, Florida, Vector Group Ltd. operates as a
holding company.
VITAL ENERGY: Egan-Jones Withdraws BB- Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on November 28, 2023, withdrew its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Vital Energy, Inc.
Vital Energy Inc. is a public junior oil and gas company based in
Calgary, Alberta, focused on conventional crude oil exploration,
development and production in Western Canada.
VIVAKOR INC: All Three Proposals Passed at Annual Meeting
---------------------------------------------------------
Vivakor, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the Company held its 2023 annual meeting
of stockholders during which the Company's stockholders:
(1) elected James Ballangee, Tyler Nelson, John Harris, and
Albert Johnson to the Company's Board of Directors;
(2) ratified the selection of Marcum LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2023; and
(3) approved, on a non-binding advisory basis, the compensation
of the Company's named executive officers.
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and
developer of technologies and assets in the oil and gas industry,
as well as, related environmental solutions. Currently, the
Company's efforts are primarily focused on operating crude oil
gathering, storage and transportation facilities, as well as
contaminated soil remediation services.
Vivakor reported a net loss attributable to the Company of $19.44
million in 2022, a net loss attributable to the company of $5.48
million in 2021, a net loss attributable to the company of $2.18
million in 2020. As of Sept. 30, 2023, the Company had $76.12
million in total assets, $52.21 million in total liabilities, and
$23.90 million in total stockholders' equity.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Vivakor said there is substantial doubt about its ability to
continue as a going concern. As of September 30, 2023, the Company
had an accumulated deficit of approximately $62.1 million. As of
September 30, 2023 and December 31, 2022, the Company had a working
capital deficit of approximately $19 million and $3.7 million,
respectively.
WATER GREMLIN: Okayed to Sell Its Italy, U.S. Assets for $24.1-Mil.
-------------------------------------------------------------------
Emily Lever of Law360 reports that Water Gremlin Co., a lead
battery terminal and fishing sinker manufacturer, on Wednesday,
December 20, 2023, got the approval of a Delaware bankruptcy judge
to sell its assets in Italy and the U.S., the latter where it
managed to sell against high odds due to persistent environmental
problems.
About Water Gremlin Company
Water Gremlin Company is the world's technological and market
leader in battery terminals. It was founded in 1949 as a
manufacturer of recreational fishing products. In 1970, the Debtor
expanded to battery terminal production. Water Gremlin uses custom
engineering, design, and automation to deliver consistent quality
solutions for industries like automotive, agriculture, commercial
trucking, marine, telecommunications, recreation, and military and
government operations.
Water Gremlin and its affiliates filed Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 23-11775) on Oct. 27, 2023. At the time of
the filing, Water Gremlin reported $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP as bankruptcy counsel; Intrepid Investment Bankers,
LLC as investment banker; Riveron RTS, LLC as financial advisor.
Kekst CNC and Padilla provide public relations services to the
Debtors.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Norman Pernick, Esq.
WORLD SECURITY: Seeks Final 60-Day Extension for Plan
-----------------------------------------------------
World Security Services, Inc., filed a request for a final
extension of 60 days to file the Disclosure Statement and the
Chapter 11 Plan of Reorganization.
This extension of time is being requested since the accounting firm
is in need of more days to compile all financial reports.
About World Security Services
World Security Services, Inc., sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01542)
on May 22, 2023, with as much as $1 million in both assets and
liabilities. Judge Maria De Los Angeles Gonzalez oversees the case.
Carlos Alberto Ruiz, Esq., at Licenciado Carlos Alberto Ruiz, LLC,
is the Debtor's counsel.
ZAIRY ATS: Seeks to Hire Ascendor Accounting as Accountant
----------------------------------------------------------
Zairy ATS, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of North Carolina to hire Ascendor Accounting,
LLC as its accountant.
The firm will prepare the Debtor's tax returns, provide general
tax/accounting services, consulting and advice, and review past
accounting and tax returns.
Services shall be rendered at rate of $135 an hour.
Philip Eames, head accountant with Ascendor Accounting, assured the
court that his firm is a "disinterested person" within the meaning
of 11 U.S.C. 101(14).
The firm can be reached through:
Philip Eames
Ascendor Accounting, LLC
5700 Oleander Drive
Wilmington, NC 28403
Phone: (910) 225-7655
Email: skip@ascendoraccounting.com
About Zairy ATS, LLC
Zairy ATS, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-03270-5-PWM) on
November 9, 2023. In the petition signed by Rachel Sara McGhinnis,
member, the Debtor disclosed up to $100,000 in assets and up to $1
million in liabilities.
Judge Pamela W. McAfee oversees the case.
George Mason Oliver, Esq., at The Law Offices of Oliver & Cheek,
PLLC, represents the Debtor as legal counsel.
[] U.S. Bankruptcy Wave May Stretch Into 2024 But Could Slow Down
-----------------------------------------------------------------
Reuters reports that the retail sector could continue to lead U.S.
bankruptcies next year due to sticky inflation and high interest
rates, but analysts expect easing monetary policy to offer some
respite in the second half of 2024.
There have been 591 U.S. corporate bankruptcy filings so far this
year, the highest since 2020, according to data from S&P Global
Market Intelligence.
"The end of ultra-low interest rates that started in 2008, ushered
in a resurgence of bankruptcy filings" but the trend could
normalize going forward, Art Hogan, chief market strategist at B.
Riley Wealth, said.
Decades-high interest rates have sent many companies over the edge
as they struggle to repay debt maturing this 2023.
Money markets have fully priced in the U.S. Federal Reserve holding
interest rates steady at its decision later in the day, with
traders seeing a 75.3-percent chance of a cut in May, according to
CME Group's FedWatch tool.
However, a global economic slowdown could still lead to more
casualties in the year ahead, Danni Hewson, head of financial
analysis at AJ Bell, said.
Among sectors, consumer discretionary companies topped the list of
bankruptcies in the first 11 months of 2023 with 76 filings, S&P
Global data showed, including retail darlings such as Bed Bath &
Beyond.
"Retail will be a particularly hot sector next year (for
bankruptcies)," Catherine Corey, global head of restructuring data
at Debtwire, said.
"There are plenty of retailers that saw a boom in profit during the
pandemic that have since dried up."
Some analysts also expect a bounce in M&A deals next year, with
companies unwilling to undergo bankruptcies.
"More acquisitions are coming into play and that is a sign that
maybe some companies are willing to be acquired, in lieu of facing
the lean times ahead," said Peter Cardillo, chief market economist
at Spartan Capital Securities.
Overall, M&A activity in the U.S. remained muted this year, with
13,466 deals announced through Dec. 5 with an aggregate deal value
of $1,038.3 billion, according to S&P Global, compared with
$1,382.4 billion from the 19,192 deals announced in 2022.
*********
Monday's edition of the TCR delivers a list of indicative prices
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