/raid1/www/Hosts/bankrupt/TCR_Public/240111.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, January 11, 2024, Vol. 28, No. 10
Headlines
123DENTIST INC: Cliffwater Marks C$50MM Loan at 29% Off
1364720 B.C LTD: Cliffwater Marks CAD11.4MM Loan at 26% Off
178 WYONA: Seeks to Hire Solomon Rosengarten as Counsel
4D FACTORY: Unsecureds Will Get 100% of Claims in 60 Months
7111 SEPULVEDA: Hires Ure Law Firm as General Bankruptcy Counsel
944 OGDEN: Case Summary & One Unsecured Creditor
ADVOCATE HEALTH: Court OKs Cash Collateral Access on Final Basis
AFFINIPAY MIDCO: 98% Markdown for Cliffwater $2.2MM Loan
AFFINIPAY MIDCO: 98% Markdown for Cliffwater $4.6MM Loan
AG-TWIN BROOK: Cliffwater Marks $6.9MM Loan at 57% Off
AG-TWIN BROOK: Cliffwater Marks CAD24.5MM Loan at 27% Off
ALROD LOGISTICS: Court OKs Interim Cash Collateral Access
AMERICARE INC: Seeks to Hire Andersen & Beede as Attorney
AQUAHYDREX: Online Bankruptcy Auction Scheduled for January 18
AUDACY INC: Court Approves All Chapter 11 First Day Motions
AUDACY INC: Files Chapter 11 to Facilitate Restructuring
AUDACY INC: Gibson Dunn & Howley Represent First Lien Group
AWC-MH ACQUISITION: Cliffwater Marks $8.5MM Loan at 24% Off
B GSE GROUP: Hires Richard P. Cook PLLC as Special Counsel
BARKER SLEEP: Wins Interim Cash Collateral Access
BENITAGO INC: Wins Cash Collateral Access Thru Jan 17
BIRD GLOBAL: Hires Edlin Gallagher Huie as Special Counsel
BIRD GLOBAL: Hires Lewis Brisbois Bisgaard as Special Counsel
BIRD GLOBAL: Hires Schwartz Semerdjian Cauley as Special Counsel
BIRD GLOBAL: Hires Stradling Yocca Carlson as Special Counsel
BOMBARDIER RECREATIONAL: Moody's Ups CFR & Sec. Term Loan to Ba1
BWB CONTROLS: Voluntary Chapter 11 Case Summary
BWB HOUMA: Voluntary Chapter 11 Case Summary
CAPROCK MILLING: Hires Charhon Callahan Robson as Special Counsel
COMPASS MINERALS: Moody's Alters Outlook on 'Ba3' CFR to Stable
CROSSROADS HOLDING: Cliffwater Marks $13.8MM Loan at 24% Off
DIRECTV FINANCING: Moody's Rates New Term Loan and Revolver 'Ba3'
DIXON TOWN: Hires Dixon Town Homes LLC as Sales Agent
E-STONE USA: Court OKs Interim Cash Collateral Access
FENEX FITNESS: Court OKs Interim Cash Collateral Access
FGH LLC: Seeks to Hire Scott Schubiner as Real Estate Broker
FINTHRIVE SOFTWARE: Cliffwater Marks $20MM Loan at 35% Off
FTX TRADING: Dave to Purchase Convertible Note for $71 Mil.
FYI OPTICAL: Cliffwater Marks CAD36.7MM Loan at 28% Off
G&G EXPRESS: Case Summary & 17 Unsecured Creditors
GLOBAL AUTO: Moody's Assigns First Time B1 Corporate Family Rating
GLOBAL AUTO: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
GRAND CANYON UNIVERSITY: Moody's Affirms 'Ba1' Rating, Outlook Neg.
HEARTLAND CABINETRY: Court OKs $400,000 DIP Loan from MapleMark
HELLO ALBEMARLE: Seeks to Hire Northgate as Real Estate Broker
HIGH TECHMINDS: Seeks to Hire Richard J. Link as Counsel
HWC BURBS: Unsecured Creditors to Split $30K in Plan
IMPEL PHARMACEUTICALS: Hires Fenwick & West as Special Counsel
IMPEL PHARMACEUTICALS: Hires Mr. Smith of Teneo Capital as CRO
IMPEL PHARMACEUTICALS: Hires Ordinary Course Professionals
IMPEL PHARMACEUTICALS: Hires Sidley Austin LLP as Legal Counsel
IMPEL PHARMACEUTICALS: Taps Moelis & Company as Investment Banker
INFINITY PHARMACEUTICALS: Hires Mccollom as Special Counsel
IVANTI SOFTWARE: Cliffwater Marks $7MM Loan at 30% Off
JERSEY CITY COMMUNITY: Unsecureds Will Get 1% Dividend in Plan
JONES DESLAURIERS: Moody's Rates Repriced $375MM Term Loan 'B2'
KNOTTY NUFF: Court OKs Cash Collateral Access Thru March 15
KPSKY ACQUISITION: Cliffwater Marks $6.4MM Loan at 22% Off
LUCKY BUCKS: Files RICO Lawsuit Against Former Employees
METALMITE CORP: Seeks $450,000 DIP Loan from Sapphire Premier
NATIONAL REALTY: DuffyAmedeo LLP Files Rule 2019 Statement
NETWRIX CORPORATION: 99% Markdown for $10.4MM Cliffwater Loan
NOVETECH PTY: Cliffwater Marks AUD18.5MM Loan at 36% Off
NURSES AT HEART: Court OKs Interim Cash Collateral Access
OMNI INTERMEDIATE: Cliffwater Marks $14.6MM Loan at 29% Off
OUTERSTUFF LLC: Moody's Appends 'LD' Designation to PDR
OWENS & MINOR: Moody's Alters Outlook on 'Ba3' CFR to Stable
PARTY FOWL: Case Summary & 20 Largest Unsecured Creditors
PENNSYLVANIA REAL ESTATE: $60MM DIP Loan Has Final OK
PETROLEOS DE VENEZUELA: Venezuela's Bid to Appeal Ruling Denied
PIEDRA MALA: Seeks to Hire Paul Randles as Financial Advisor
PLOURDE SAND: Case Summary & 20 Largest Unsecured Creditors
QUANTUM HEALTH: Moody's Alters Outlook on 'B3' CFR to Stable
RITE AID: Bankruptcy Court Approves Elixir Sale to MedImpact
SAND LANE: Voluntary Chapter 11 Case Summary
SHIFT TECHNOLOGIES: Jan. 23 Proposed Bid Deadline for Assets
SOLIMANO FRAMING: Case Summary & 14 Unsecured Creditors
SPORTS INTERIORS: Case Summary & 12 Unsecured Creditors
STUDIOKAZA MOBILI: Hires Edelboim Lieberman Revah as Counsel
TEXASWATERSERVICES LLC: Seeks Cash Collateral Access
TROIKA MEDIA: Final Hearing Today on Blue Torch DIP Loan
VIRGINIA REAL: Hires Method CPA, Inc. as Accountant
VITAL ENERGY: Moody's Ups CFR to B1 & Senior Unsecured Notes to B2
WATCHMEN SECURITY: Case Summary & 20 Largest Unsecured Creditors
WEC US HOLDINGS: Moody's Rates New Secured First Lien Loans 'B1'
WHITESTONE UPTOWN: Hires Ilasmos Ventures LLC as Accountant
WHITESTONE UPTOWN: Hires Marcus & Millichap Corporation as Broker
[*] Jeffrey Gilbert Joins Greenspoon Marder's Litigation Practice
[*] Kramer Levin Promotes Amy Caton to Bankruptcy Practice Co-Chair
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
123DENTIST INC: Cliffwater Marks C$50MM Loan at 29% Off
-------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD50,321,655
loan extended to 123Dentist, Inc to market at CAD35,854,386 or 71%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in Cliffwater's Form N-CSR for the Fiscal year
ended September 30, 2023, filed with the Securities and Exchange
Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan-Delayed Draw to 123Dentist, Inc. The loan accrues
interest at a rate of 10.88% (CDOR+550) per annum. The loan matures
on August 10, 2029.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
123Dentist Inc. provides health care facilities. The Company offers
various kinds of dental treatments. 123Dentist serves patients in
Canada.
1364720 B.C LTD: Cliffwater Marks CAD11.4MM Loan at 26% Off
-----------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD11,442,500
loan extended to 1364720 B.C. LTD to market at CAD8,424,133 or 74%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in Cliffwater's Form N-CSR report for the
fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan to 1364720 B.C. LTD. The loan accrues interest at a
rate of 9.98% (CDOR+450) per annum. The loan matures on September
9, 2028.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
178 WYONA: Seeks to Hire Solomon Rosengarten as Counsel
-------------------------------------------------------
178 Wyona Owner LLC, seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Solomon Rosengarten,
a legal professional from New York, as counsel.
Mr. Rosengarten will provide these services:
a. give advice to the Debtor with respect to its powers and
duties as a debtor-in-possession in the continued management of its
property;
b. negotiate with creditors of the Debtor in working out a
plan of reorganization, and to take necessary legal steps in order
to confirm said plan of reorganization;
c. prepare on behalf of the Debtor, as debtor-in-possession,
necessary legal papers and operating reports;
d. appear before the bankruptcy judge and to protect the
interest of the debtor-in-possession before the bankruptcy judge,
and to represent the Debtor in all matters pending in the Chapter
11 proceeding; and
e. perform all other legal services for the Debtor, as
debtor-in possession, which may be necessary herein.
The professional will be paid based upon its normal and usual
hourly billing rates. He will also be reimbursed for reasonable
out-of-pocket expenses incurred.
As disclosed in a court filing, Mr. Rosengarten is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Solomon Rosengarten, Esq.
2329 Nostrand Avenue
Brooklyn, NY 11210
Telephone: (718) 627-4460
Email: vokma@aol.com
About 178 Wyona Owner LLC
178 Wyona Owner LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44199) on
Nov. 16, 2023, with up to $1 million in both assets and
liabilities.
Judge Nancy Hershey Lord oversees the case.
Solomon Rosengarten, Esq., serves as the Debtor's counsel.
4D FACTORY: Unsecureds Will Get 100% of Claims in 60 Months
-----------------------------------------------------------
4D Factory, Inc., and The 4D Factory LLC filed with the U.S.
Bankruptcy Court for the Southern District of New York a Plan of
Reorganization under Subchapter V dated January 8, 2024.
4D Inc. is the New York based affiliate of 4D LLC, the parent
company of a group of affiliates engaged in media technology, the
video game industry, and marketing and sales of content over mobile
payment platforms.
Founded in 2017, 4D LLC and their non-debtor affiliates
(collectively, the "Company"), inter alia, are engaged in acquiring
platforms and applications developed from the Debtors' global
sources of deal flow and intellectual property ("IP") to execute a
strategy in the mobile industry. In January 2023, 4D LLC acquired
100% of the equity of UK-based mobile payments company, Centili,
Ltd., now 4D LLC's core operating company.
The Debtors' plan is currently focused first on the Projections
from its core operating company, Centili Ltd. and from the 4D LLC
Projections illustrating the anticipated sales of 4D LLC's SHRAP
Tokens. The Debtors have been working with the lender and the
Subchapter V Trustee on a consensual plan and the Debtors' plan
options are not limited to Centili, as the shares and crypto
currency it owns in Neon Machine alone are valued, respectively, at
approximately $19 million based on the last investment round of $20
million that closed in October 2023, and over $130 million based on
the current market trading price.
The sale of a portion of 4D LLC's assets in Neon Machine Inc. is
proposed as a viable and important additional source under the
Plan, chiefly because the asset has a liquid trading market where
the value can be monetized on any given day, and it will fund
larger monthly payments and complete all plan payments sooner,
within one year rather than three years. Indeed, Secured Creditor
MEP was the first to propose, in April 2023, that the Debtor
utilize its value in Neon Machine to repay debt; however, in the
last four months the value and market to monetize those assets has
become far more visible and accessible and it is now possible to do
so.
Given the Debtors' are not operating but rather holding companies,
their cash position depends on upstream distributions from its
operating companies, liquidity events from the sale of shares or
assets in those businesses, or investments made by third parties.
The Debtors have been receiving capital investment from Cort
Javarone during the bankruptcy cases that have allowed them to
sustain operations. Further, Centili has been financed by $200,000
in loans from Mr. Javarone's management company during this
period.
The Debtors believe that their Disposable Income, Sale of Neon
Machine crypto-currency tokens and/or equity, proposed investments
in Centili, and pursuit of and recovery from Causes of Action, will
provide creditors and stakeholders with a 100% recovery,
undoubtedly far greater recoveries than a liquidation.
Significantly, the Debtors believe that the proceeds generated from
any or all of the forgoing options will provide for efficient and
meaningful recoveries to holders of Allowed Claims in these Chapter
11 Cases. Allowed Claims will receive a 100% recovery under this
Plan.
Accordingly, the Debtors believe that the Plan under any or all of
the options will maximize the value of the Assets for all parties
in interest in these cases.
Class 3 consists of General Unsecured Claims. The Class 3 Allowed
Claims are estimated to total approximately $500,000. The holders
of Allowed Class 3 Claims will receive their distributions from
Disposable Income over the life of the Plan (60 months) payable in
monthly or quarterly payments at the discretion of the Reorganized
Debtors, and from Plan Implementation Proceeds after payment in
full of Allowed Administrative Expense Claims, the Priority Tax
Claim, and Allowed Secured Claims. Holders of Class 3 Claims will
receive distributions equal to 100% of their Allowed Claims.
Holders of Claims in Class 3 are not Impaired.
Class 4 consists of the holders of the equity interests in the
Debtors. The holder of the Class 4 Interest will receive no
distributions under the Plan on account of equity interest in the
Debtor. However, holders of Interests will retain their equity
interest in the Debtors after the confirmation of the Plan. Holders
of the Class 4 Interest are unimpaired under the Plan.
The Debtors or the Reorganized Debtors, as applicable, shall fund
distributions under the Plan with Cash on hand and Disposable
Income generated by the operation of the Reorganized Debtor. Cash
payments to be made pursuant to the Plan will be made by the
Disbursing Agent.
A full-text copy of the Plan of Reorganization dated January 8,
2024 is available at https://urlcurt.com/u?l=ITMhpU from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Robert J. Spence, Esq.
Spence Law Office, P.C.
55 Lumber Road, Suite 5
Roslyn, NY 11576
Tel: (516) 336-2060
Fax: (516) 605-2084
Email: rspence@spencelawpc.com
About 4D Factory
4D Factory, Inc. is a New York-based media technology holding
company that invests in the technology-driven evolution of the
media landscape including platforms, content and applications.
4D Factory, Inc. and its affiliate, The 4D Factory, LLC, filed
petitions under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. S.D.N.Y. Case Nos. 23-11618 and 23-11619) on Oct. 10, 2023.
Cort Javarone, managing member, signed the petitions.
At the time of the filing, 4D Factory, Inc. reported as much as
$50,000 in both assets and liabilities while The 4D Factory, LLC
reported $10 million to $50 million in assets and $1 million to $10
million in liabilities.
Judge Michael E. Wiles oversees the cases.
Robert J. Spence, Esq., at Spence Law Office, P.C., is the Debtors'
bankruptcy counsel.
7111 SEPULVEDA: Hires Ure Law Firm as General Bankruptcy Counsel
----------------------------------------------------------------
7111 Sepulveda LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Ure Law Firm as
general bankruptcy counsel.
The firm will provide these services:
a. advise the Debtor regarding matters of bankruptcy law and
concerning the requirement of the Bankruptcy Code, and the
Bankruptcy Rules relating to the administration of this case, and
the operation of the Debtor's estate as a debtor in possession;
b. represent the Debtor in proceedings and hearings in the
court involving matters of bankruptcy law;
c. assistance in compliance with the requirements of the
Office of the United States trustee;
d. provide the Debtor legal advices and assistance with
respect to the Debtor's powers and duties in the continued
operation of the Debtor's business and management of property of
the estate;
e. assist the Debtor in the administration of the estate's
assets and liabilities;
f. prepare necessary applications, answers, motions, orders,
reports and/or other legal documents on behalf of the Debtor;
g. assist in the collection of all accounts receivable and
other claims that the Debtor may have and resolve claims against
the Debtor's estate;
h. provide advice, as counsel, concerning the claims of secure
and unsecured creditors, prosecutions, and/or defense of all
actions; and
i. prepare, negotiate, prosecute and attain confirmation of a
plan of reorganization.
The firm will be paid at these rates:
Thomas B. Ure $450 per hour
Law clerks/paralegals $195 per hour
The firm will be paid a retainer in the amount of $12,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Thomas B. Ure, a partner at Ure Law Firm, 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:
Thomas B. Ure, Esq.
URE LAW FIRM
8280 Florence Avenue, Suite 200
Downey, CA 90240
Telephone: (213) 202-6070
Facsimile: (213) 202-6075
Email: tom@urelawfirm.com
About 7111 Sepulveda LLC
7111 Sepulveda LLC in Los Angeles, CA, filed its voluntary petition
for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-17634) on
November 17, 2023, listing $1 million to $10 million in assets and
$10 million to $50 million in liabilities. Ilan Kenig as authorized
signer for Managing Member FMB Consulting, LLC, signed the
petition.
Judge Neil W. Bason oversees the case.
URE LAW FIRM serve as the Debtor's legal counsel.
944 OGDEN: Case Summary & One Unsecured Creditor
------------------------------------------------
Debtor: 944 Ogden, LLC
944 N Ogden Dr
West Hollywood, CA 90046
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-10118
Judge: Hon. Neil W Bason
Debtor's Counsel: Thomas B. Ure, Esq.
URE LAW FIRM
8280 Florence Avenue, Suite 200
Downey, CA 90240
Tel: 213-202-6070
Fax: 213-202-6075
Email: tom@urelawfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ilan Kenig as authorized signer for
Managing Member FMB Consulting, LLC.
The Debtor listed Center Street Lending VIII SPE, LLC, c/o Center
Street Lending Corp, 18301 Von Karman, Suite 330, Irvine, CA 92612,
as its sole unsecured creditor holding a claim of $5,214,543.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/I2PPN6A/944_Ogden_LLC__cacbke-24-10118__0001.0.pdf?mcid=tGE4TAMA
ADVOCATE HEALTH: Court OKs Cash Collateral Access on Final Basis
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Advocate Health Partners, LLC to use cash collateral on
a final basis in accordance with the budget.
Specifically, the Debtor is permitted to use cash collateral to
pay: (a) the amounts expressly authorized by the Court, including
payments to the Sub V Trustee for its monthly retainer; (b) the
current and necessary expenses set forth in the budget, plus 10%
for each line item; and (c) the additional amounts as may expressly
approved in writing by counsel for secured creditor, Margaret
Ehrgott.
In July 2019, Debtor borrowed funds in the amount of $600,000 from
Margaret Ehrgott. In exchange for the funds, Ms. Ehrgott was
granted a lien on substantially all of its assets, which is
indicated in its UCC filing dated February 4, 2021. Prior to the
petition date, Ms. Ehrgott obtained a final judgment in the amount
of $800,000.
The court said each creditor with a security interest in cash
collateral will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as the prepetition lien, without the need to file or
execute any document as may otherwise be required under applicable
non bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditor.
A copy of the order is available at https://urlcurt.com/u?l=fFZtVm
from PacerMonitor.com.
The Debtor projects $73,000 in income and $$71,767 in expenses.
About Advocate Health Partners
Advocate Health Partners, LLC is family owned and operates as a
health-care service provider in Palm Harbor, Florida. The Debtor
filed a petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-03307) on Aug. 1, 2023, with up to
$10 million in both assets and liabilities.
Judge Catherine Peek McEwen oversees the case.
Jake C. Blanchard, Esq., at Blanchard Law, PA serves as the
Debtor's counsel.
AFFINIPAY MIDCO: 98% Markdown for Cliffwater $2.2MM Loan
--------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $2,209,945
loan extended to Affinipay Midco, LLC to market at $36,685 or 2% of
the outstanding amount, as of September 30, 2023, according to a
disclosure contained in Cliffwater's Form N-CSR for the Fiscal year
ended September 30, 2023, filed with the Securities and Exchange
Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan-Revolver to Affinipay Midco, LLC. The loan accrues
interest at a rate of 0.50% per annum. The loan matures on June 9,
2028.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
AffiniPay is a full-service merchant account and online payment
gateway provider based in Austin, Texas. AffiniPay was created in
response to demand from local, state and national organizations to
work with a payment processor that understands the needs of
association payment processes.
AFFINIPAY MIDCO: 98% Markdown for Cliffwater $4.6MM Loan
--------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $4,640,884
loan extended to Affinipay Midco, LLC to market at $92,818 or 2% of
the outstanding amount, as of September 30, 2023, according to a
disclosure contained in Cliffwater's Form N-CSR for the Fiscal year
ended September 30, 2023, filed with the Securities and Exchange
Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan-Delayed Drawto Affinipay Midco, LLC. The loan
accrues interest at a rate of 1% per annum. The loan matures on
June 9, 2028.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
AffiniPay is a full-service merchant account and online payment
gateway provider based in Austin, Texas. AffiniPay was created in
response to demand from local, state and national organizations to
work with a payment processor that understands the needs of
association payment processes.
AG-TWIN BROOK: Cliffwater Marks $6.9MM Loan at 57% Off
------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $6,904,563
loan extended to AG-Twin Brook Healthcare to market at $2,980,700
or 43% of the outstanding amount, as of September 30, 2023,
according to a disclosure contained in Cliffwater's Form N-CSR
report for the fiscal year ended September 30, 2023, filed with the
Securities and Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loanto AG-Twin Brook Healthcare. The loan accrues
interest at a rate of 11.881% Payment in Kind (SOFR+625) per annum.
The loan matures on March 5, 2026.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
AG-Twin Brook Healthcare provides healthcare services.
AG-TWIN BROOK: Cliffwater Marks CAD24.5MM Loan at 27% Off
---------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD24,562,500
loan extended to AG-Twin Brook Healthcare to market at
CAD17,918,469 or 73% of the outstanding amount, as of September 30,
2023, according to a disclosure contained in Cliffwater's Form
N-CSR report for the fiscal year ended September 30, 2023, filed
with the Securities and Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loanto AG-Twin Brook Healthcare. The loan accrues
interest at a rate of 11.15% (CDOR+575) per annum. The loan matures
on July 23, 2026.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
AG-Twin Brook Healthcare provides healthcare services.
ALROD LOGISTICS: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Alrod Logistics, Inc. to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to continue
operating the business and pay salaries.
As of the Petition Date, the Debtor was indebted to U.S. Small
Business Administration in the approximate amount of $88,000 and
Amerifactors Financial Group, LLC pursuant to a factoring
agreement. The Debtor's obligation is evidenced by a Promissory
Note, Security Agreement, Financing Statement, and Chattel Mortgage
executed on or about July 29, 2020 to the SBA and April 11, 2022 to
Amerifactors, pursuant to which the Lender provided funds to the
Debtor.
The Court said that the Debtor will pay only expenses necessary for
the operation of the business and not any pre-petition expenses,
officer salaries, professional fees, or insiders without further
order of the Court.
As additional adequate protection of the Lender's interest and the
estate's interest in cash collateral, the Lender is granted a
replacement lien to the same nature, priority, and extent that the
Lender may have had immediately prior to the date that the case was
commenced nunc pro tunc to the Petition Date. Further, the Lender
is granted a replacement lien and security interest on property of
the bankruptcy estate to the same extent and priority as that which
existed pre-petition on all of the cash accounts, accounts
receivable and other assets and property acquired by the Debtor's
estate or by the Debtor on or after the Petition.
The Debtor is Ordered to pay Adequate Protection payments as
follows:
a. $401 per month to SBA commencing September 1, 2023 and on the
1st of the month thereafter or further Order of the Court;
b. Normal Factoring payment per Account Receivable value per month
to AMERIFACTORS FINANCIAL GROUP, LLC;
c. All other UCC-1 receivable Lenders including E Advance, Fox
Capital, Kapitus Funding, Libertas Funding and Liquidbee will
receive no adequate protection at this time. This order is without
prejudice to a later finding that such Lenders may be secured by
receivables, personal property, inventory and/or equipment.
As additional adequate protection of the Lender's interest in the
cash collateral, the Debtor will (a) maintain all necessary
insurance coverage on the Lender's collateral and under no
circumstances will the Debtor allow its insurance coverage to
lapse, (b) continue to pay monthly insurance payment in a timely
manner, and (c) within two days of the request of the Lender, the
Debtor will provide to the Lender's counsel a written statement
supported by evidence of the Debtor's compliance with the
foregoing.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of (a) order of the Court; (b) the
conversion of the case to a Chapter 7 case; (c) the entry of an
Order that alters the validity or priority of the replacement liens
granted therein to the Bank; (d) the Debtor ceasing to operate all
or substantially all of its business; (e) the entry of an order
granting relief from the automatic stay that allows any entity to
proceed against any material assets of the Debtor that constitute
cash collateral; (f) the entry of an Order authorizing a security
interest under 11 U.S.C. Sections 364(c) or 364(d) of the
Bankruptcy Code in the collateral to secure any credit obtained or
debt incurred that would be senior to or equal to the replacement
lien; or (g) the dismissal of the Chapter 11 case.
A continued hearing on the matter is set for February 22, 2024 at 9
p.m.
A copy of the order is available at https://urlcurt.com/u?l=Jh7VQ6
from PacerMonitor.com.
About Alrod Logistics, Inc.
Alrod Logistics, Inc. offers pipe lining services. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-01820) on August 3, 2023. In the
petition signed by Alejandro Echeverria, president, the Debtor
disclosed $922,927 in assets and $3,732,863 in liabilities.
Judge Jason A. Burgess oversees the case.
Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP,
represents the Debtor as legal counsel.
AMERICARE INC: Seeks to Hire Andersen & Beede as Attorney
---------------------------------------------------------
Americare Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to employ Andersen & Beede as attorney.
The firm will provide these services:
a. advise the Debtor with respect to its powers and duties as
a debtor and debtor-in-possession in the continued management and
operation of its business and property;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of the Chapter 11 case, including the legal and
administrative requirements of operating in Chapter 11;
c. take all necessary action to protect and preserve the
bankruptcy estate, including the prosecution of actions on Debtor's
behalf, the defense of any actions commenced against the bankruptcy
estate, negotiations concerning all litigation in which Debtor may
be involved, and objections to claims filed against the bankruptcy
estate;
d. prepare on behalf of Debtor all motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estate;
e. negotiate and prepare on Debtor's behalf plan(s) of
reorganization, disclosure statement(s), and all related agreements
and documents and take any necessary action on behalf of Debtor to
obtain confirmation of such plan(s);
f. advise Debtor in connection with any sale of assets;
g. appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the bankruptcy estate
before such courts and the U.S. Trustee; and
h. perform all other necessary legal services and provide all
other necessary legal advice to Debtor in connection with its
Chapter 11 case.
The firm will be paid at these rates:
Ryan A. Andersen, Esq. $560 per hour
Mike Beede, Esq., Esq. $490 per hour
Mark M. Weisenmiller, Esq. $500 per hour
Valerie Y. Zaidenberg, Esq. $310 per hour
Paralegals $155 per hour
The firm will be paid a retainer in the amount of $20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ryan A. Andersen, a partner at Andersen & Beede, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Ryan A. Andersen, Esq.
ANDERSEN & BEEDE
3199 E Warm Springs Rd, Ste 400
Las Vegas, NV 89120
Telephone: (702) 522-1992
Facsimile: (702) 825-2824
About Americare Inc
Americare, Inc. is a Las Vegas-based manufacturer of
sustainably-sourced nutrition products.
Americare filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Nev. Case No. 23-15688) on December 23,
2023, with $111,380 in assets and $4,333,402 in liabilities. Mario
Gonzalez, president and chief executive officer, signed the
petition.
Judge Natalie M. Cox oversees the case.
Ryan A. Andersen, Esq., at Andersen & Beede represents the Debtor
as legal counsel.
AQUAHYDREX: Online Bankruptcy Auction Scheduled for January 18
--------------------------------------------------------------
A Jan. 18 online auction by Tiger Liquidity Services Energy
Partners (TLSEP), a strategic alliance between Tiger Group and
Liquidity Services, brings to market assets from AquaHydrex's
32,000-square-foot, green hydrogen prototype and R&D facility near
Denver.
Bidding opens at SoldTiger.com and AllSurplus.com at 10:00 a.m.
(MT) on Thursday, Jan. 11. The event closes at 10:00 a.m. (MT) on
Thursday, January 18.
"The multimillion-dollar, court-ordered bankruptcy sale boasts many
examples of high-quality, like-new machinery and equipment," said
Chad Farrell, Managing Director, Tiger Commercial & Industrial.
"AquaHydrex had acquired a wide array of highly desirable
laboratory, R&D and test and measurement equipment, making this
online bankruptcy auction a strong opportunity for buyers in
multiple sectors," Farrell noted. "We also anticipate strong
energy-sector interest in the gas-processing equipment that
AquaHydrex employed as part of its electrolysis-based approach to
extracting hydrogen from H2O."
"The sale features AquaHydrex's intellectual property assets, such
as patents, blueprints, proprietary tooling, molds, and more,"
added Nick Jimenez, Vice President of Global Business Development
at Liquidity Services. "In the renewable energy space, there is
intense interest in--and government incentives for--green hydrogen.
These IP assets could be valuable to operators looking to
capitalize on these opportunities."
Lab equipment available in the auction includes autoclaves,
environmental chambers, vacuum-tube furnaces, ovens, electron
microscopes, spraying systems, chillers, fume hoods, mixers,
surface plates, lab scales, glassware and more.
Among the test and measurement assets are spectrometers,
spectrophotometers, oscilloscopes, multimeters, tensile testers,
digital micrometers (large quantity), calipers, gauges, inspection
equipment, battery testers, inspection microscopes and more.
The available R&D equipment includes:
-- Matrix Technologies 10-cell hydrogen/oxygen process skid --
Clamping rig with 1- to 10-cell capacity (6,000 amps with hydraulic
pump) -- Melco Steel autoclaves -- Agilent and MKS spectrometers --
Maccor Series 4000 battery tester -- Two unused 7,000-amp DC power
supplies AquaHydrex operated an extensive machine shop at the
Colorado facility. Available in the auction are:
-- Haas vertical CNC milling machines -- Laser welders --
Lathes, spot welders, industrial robots, variable-speed band saws,
drill presses, blasters, shop presses -- Sanders, grinders, bench
vices, air compressors, parts cabinets, dust collectors, engine
hoists, tooling, toolboxes -- Hundreds of cordless and manual hand
tools Finally, a large quantity of plant support, material handling
and office and IT assets are available in the bankruptcy auction.
AquaHydrex was launched in 2012 and obtained substantial investment
backing. Relying on renewable forms of energy such as solar and
wind, AquaHydrex focused on deriving green hydrogen from water
electrolysis, thereby assisting in the decarbonization of
industrial operations, transportation, agriculture and other
sectors.
Inspections are available on Wed., Jan. 17, from 10 a.m. to 4 p.m.
(MT). To arrange an inspection or obtain other information, email
auctions@tigergroup.com or call (805) 497-4999.
Bidders must register in advance. For asset photos, descriptions,
and other information, visit SoldTiger.com
For more information and to view the available equipment, go to
AllSurplus.com.
About Tiger Group
Tiger Capital Group -- https://tigergroup.com/ -- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients. With over 40 years of
experience and significant financial backing, Tiger offers a
uniquely nimble combination of expertise, innovation and financial
resources to drive results. Tiger's seasoned professionals help
clients identify the underlying value of assets, monitor asset risk
factors and provide capital or convert assets to capital quickly
and decisively. Tiger maintains offices in New York, Los Angeles,
Boston, Chicago, Houston and Toronto.
About Liquidity Services
Liquidity Services -- https://liquidityservices.com/ -- operates
the world's largest B2B e-commerce marketplace platform for surplus
assets with over $10 billion in completed transactions to more than
five million qualified buyers and 15,000 corporate and government
sellers worldwide. The company supports its clients'
sustainability efforts by helping them extend the life of assets,
prevent unnecessary waste and carbon emissions, and reduce the
number of products headed to landfills.
AUDACY INC: Court Approves All Chapter 11 First Day Motions
-----------------------------------------------------------
Audacy, Inc., (OTC: AUDA) on Jan. 9, 2024, disclosed that it has
received approval from the United States Bankruptcy Court for the
Southern District of Texas ("the Court") for all first day motions
related to its prepackaged Chapter 11 proceedings, which commenced
on January 7, 2024.
As part of these motions, the Court on Jan. 9 granted Audacy access
to $57 million in financing from certain of its existing lenders.
This financing is comprised of a new $32 million
debtor-in-possession ("DIP") term loan and a $25 million upsize of
the Company's existing $75 million accounts receivables financing
facility to $100 million. The DIP financing, the upsize of the
accounts receivables financing facility and the Company's cash from
operations and available reserves will enable Audacy to fulfill
commitments to employees, advertisers, partners and vendors. The
Court also authorized Audacy to continue to pay employee wages,
salaries and benefits without interruption and to pay vendors and
suppliers.
As previously announced, Audacy entered into a restructuring
support agreement ("RSA") with a supermajority of its debtholders.
Under the terms of the RSA, the debtholders committed to vote in
favor of a plan of reorganization that, when consummated, will
equitize approximately $1.6 billion of funded debt, a reduction of
80% from approximately $1.9 billion to approximately $350 million.
The Company does not expect any operational impact from the
restructuring, and trade and other unsecured creditors will not be
impaired.
For more information on Audacy's restructuring, including access to
Court documents, please visit https://dm.epiq11.com/Audacy or
contact Epiq Corporate Restructuring, LLC, the Company's claims and
noticing agent, at (877) 491-3119 (toll free U.S.) / +1(503)
406-4581 (International) or audacy@epiqglobal.com. Additional
information is also available at forward.audacyinc.com.
About Audacy Inc.
Philadelphia, Pa.-based Audacy Inc., formerly Entercom
Communications Corp., is a multi-platform audio content and
entertainment company with a collection of local music, news and
sports brands, a premium podcast creator, major event producer, and
digital innovator. As of Sept. 30, 2023, the Company had $2.79
billion in total assets and $2.66 billion in total liabilities.
As reported by the TCR on Nov. 10, 2023, S&P Global Ratings lowered
its issuer credit rating on Audacy Inc. to 'D' from 'CCC-'. At
the same time, S&P lowered its issue-level rating on Audacy's
senior secured first-lien term loan to 'D' from 'CCC' and
issue-level rating on its senior secured second-lien notes to 'D'
from 'C'.
Audacy has not made the interest payments on its senior secured
first-lien revolving credit facility and term loan both due 2024
($17 million due Oct. 31, 2023), senior secured second-lien notes
due 2027 ($15 million due Nov. 1, 2023), or senior secured
second-lien notes due 2029 ($18 million due Sept. 30, 2023). In
addition, S&P does not expect that the company will complete the
interest payments in the stated grace periods to preserve its
financial flexibility. Audacy has been discussing strategies to
manage its liabilities with its lenders, which S&P believes will
lead to a comprehensive debt restructuring or bankruptcy filing.
Audacy has engaged outside advisors with respect to these
alternatives.
AUDACY INC: Files Chapter 11 to Facilitate Restructuring
--------------------------------------------------------
Audacy, Inc., (OTC: AUDA) on Jan. 7, 2024, disclosed that it
entered into a restructuring support agreement (the "RSA" or the
"Agreement") with a supermajority of its debtholders on the terms
of a comprehensive restructuring that will significantly deleverage
its balance sheet and further position Audacy for long-term growth.
Through the restructuring, Audacy and its debtholders will
undertake a deleveraging transaction to equitize approximately $1.6
billion of funded debt, a reduction of 80% from approximately $1.9
billion to approximately $350 million. The Company does not expect
any operational impact from the restructuring, and trade and other
unsecured creditors will not be impaired.
"Over the past few years, we have strategically transformed Audacy
into a leading, scaled multi-platform audio content and
entertainment company through our acquisition of CBS Radio and by
building leading complementary positions in podcasting, audio
networks, live events, digital marketing solutions and our
direct-to-consumer streaming platform," said David J. Field,
Chairman, President and CEO of Audacy. "While our transformation
has enhanced our competitive position, the perfect storm of
sustained macroeconomic challenges over the past four years facing
the traditional advertising market has led to a sharp reduction of
several billion dollars in cumulative radio ad spending. These
market factors have severely impacted our financial condition and
necessitated our balance sheet restructuring. With our scaled
leadership position, our uniquely differentiated premium audio
content and a robust capital structure, we believe Audacy will
emerge well positioned to continue its innovation and growth in the
dynamic audio business."
To implement the deleveraging transaction contemplated in the RSA,
Audacy and certain of its subsidiaries commenced prepackaged
Chapter 11 proceedings in the United States Bankruptcy Court for
the Southern District of Texas (the "Court") on January 7, 2024. In
conjunction with the Chapter 11 petitions, Audacy has filed a
proposed Plan of Reorganization (the "Plan") that incorporates the
terms of the RSA and is subject to approval by the Court. Under the
terms of the RSA, a supermajority of debtholders committed to vote
in favor of the Plan, which, when approved, will reduce Audacy's
funded debt from approximately $1.9 billion to approximately $350
million. Audacy's debtholders will receive equity in reorganized
Audacy. Audacy expects that the Court will hold a hearing to
consider the approval of the Plan in February and to emerge from
bankruptcy once regulatory approval is obtained from the Federal
Communications Commission.
The restructuring will enable Audacy to continue its digital
transformation and capitalize on its position as a scaled, leading
multi-platform audio content and entertainment company
differentiated by its exclusive, premium audio content. Audacy
operates one of the country's two scaled radio broadcasting groups,
as well as one of the country's largest podcast studios, the Audacy
direct-to-consumer streaming platform and multiple audio networks.
Audacy is a major event producer and a digital marketing solutions
provider and is the unrivaled leader in local news and sports
radio.
Audacy has filed with the Court a series of customary "First Day
Motions" to obtain Court authority for the Company to continue
operating its business in the ordinary course without disruption to
its advertisers, vendors, partners or employees. Audacy expects to
operate normally during this restructuring process under its
current leadership team.
During the Chapter 11 process, certain of Audacy's existing lenders
have committed to provide $57 million in debtor-in-possession
("DIP") financing, comprised of $32 million of a new term loan and
a $25 million upsize of the Company's existing accounts receivables
financing facility from $75 million to $100 million. Subject to the
Court's approval, the DIP financing and the Company's cash from
operations and available reserves is expected to enable Audacy to
fulfill commitments to employees, advertisers, partners and
vendors.
Audacy common stock will continue to trade over-the-counter under
the symbol "AUDA" through the pendency of the Chapter 11 process.
The shares are expected to be canceled and receive no distribution
as part of Audacy's restructuring.
For more information on Audacy's restructuring, including access to
court documents, please visit https://dm.epiq11.com/Audacy or
contact Epiq Corporate Restructuring, LLC, the Company's claims and
noticing agent, at (877) 491-3119 (toll free U.S.) / +1(503)
406-4581 (International) or audacy@epiqglobal.com. Additional
information is also available at forward.audacyinc.com.
PJT Partners is acting as investment banker, FTI Consulting is
acting as financial advisor and Latham & Watkins LLP is acting as
legal counsel to Audacy.
Greenhill & Co., LLC is acting as financial advisor and Gibson,
Dunn & Crutcher LLP is acting as legal counsel to the DIP financing
lenders and the ad hoc group of first lien debtholders.
Evercore Group, LLC is acting as financial advisor and Akin Gump
Strauss Hauer & Feld is acting as legal counsel to the ad hoc group
of second lien debtholders.
About Audacy Inc.
Philadelphia, Pa.-based Audacy Inc., formerly Entercom
Communications Corp., is a multi-platform audio content and
entertainment company with a collection of local music, news and
sports brands, a premium podcast creator, major event producer, and
digital innovator. At its core, Audacy's business is creating
premium audio content, including news programming, sports radio,
music stations, and podcasts, and then distributing that content to
listeners by radio broadcast, podcasts, and other digital means.
As of Sept. 30, 2023, the Company had $2.79 billion in total assets
and $2.66 billion in total liabilities.
Audacy and its affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on
Jan. 7, 2024 with a Prepackaged Plan that will reduce debt from
$1.9 billion to approximately $350 million.
Judge Christopher M. Lopez oversees the cases.
LATHAM & WATKINS LLP and PORTER HEDGES LLP serve as the Debtors'
legal counsel.
PJT PARTNERS LP is the investment banker, and FTI CONSULTING, INC.,
is the financial advisor. EPIQ CORPORATE RESTRUCTURING is the
claims agent.
AUDACY INC: Gibson Dunn & Howley Represent First Lien Group
-----------------------------------------------------------
In connection with the chapter 11 cases commenced by Audacy, Inc.
and its affiliated debtors, the firms Gibson, Dunn & Crutcher LLP
and Howley Law PLLC filed a verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure with respect to
the firms' representation of the Ad Hoc First Lien Group.
The Ad Hoc First Lien Group was formed by the beneficial holders or
the investment advisors or managers for certain beneficial holders
in their capacities as lenders under that certain Credit Agreement,
dated as of Oct. 17, 2016 (the "Credit Agreement"), by and among
Audacy Capital Corp. (formerly known as Entercom Media Corp.), as
borrower, the Guarantors (as defined in the Credit Agreement) party
thereto from time to time, the lenders and issuing banks party
thereto from time to time, and Wilmington Savings Fund Society,
FSB, as administrative and collateral agent.
The names, addresses, and disclosable economic interests of all the
members of the Ad Hoc First Lien Group, are as follows:
1. PGIM, Inc.
PGIM, Inc., P.O. Box 32339
Newark, NJ 07102
* $56,850,071
2. Mockingbird Credit Opportunities Company LLC
2021 McKinney Avenue, Suite 1200
Dallas, TX 75201
* $26,500,000
* $2,000,000
* $10,000,000
3. Goldman Sachs Asset Management, L.P.
200 West Street, 3rd Floor
New York, NY 10282
* $28,305,574
* $13,670,000
4. Goldman Sachs Asset Management B.V.
Prinses Beatrixlaan 35
2595 AK Den Haag, The Netherlands
* $14,177,000
5. MJX Asset Management LLC
12 East 49th St., Floor 38
New York, NY 10017
* $7,959,913
6. Sound Point Capital Management, LP
375 Park Avenue, 34th Floor
New York, NY 10152
* $5,980,761
7. Solus Alternative Asset Management LP
25 Maple St., 2nd Floor
Summit, NJ 07901
* $32,275,793
8. Cross Ocean Partners Management LP
60 Arch Street, 3rd Floor
Greenwich, CT 06830
* $91,545,455
9. Benefit Street Partners LLC
9 West 57th Street, Suite 4920
New York, NY 10019
* $12,685,315
* $5,751,000
10. Columbia Cent CLO Advisers, LLC
100 N Pacific Coast Highway, Suite 650
El Segundo, CA 90245
* $8,248,818
11. Blue Owl Liquid Credit Advisors, LLC
1 Greenwich Plaza, Suite C, 2nd Floor
Greenwich, CT 06830
* $8,625,964
12. SI Capital Commercial Finance LLC
230 Park Avenue, 19th Floor
New York, NY 10169
* $62,613,575
* $6,000,000
13. Lakestar Finance LLC
250 West 55th Street
New York, NY 10019
* $55,834,985
14. HG Vora Capital Management, LLC
330 Madison Avenue, 21st Floor
New York, NY 10017
* $181,111,019
* $122,272,727
Attorneys for the Ad Hoc First Lien Group:
Tom A. Howley, Esq.
Eric Terry, Esq.
HOWLEY LAW PLLC
Pennzoil Place – South Tower
711 Louisiana St., Suite 1850
Houston, Texas 77002
Telephone: 713-333-9125
Email: tom@howley-law.com
Email: eric@howley-law.com
Scott J. Greenberg, Esq.
Matthew J. Williams, Esq.
Tommy Scheffer, Esq.
GIBSON, DUNN & CRUTCHER LLP
200 Park Avenue
New York, New York 10166
Telephone: 212-351-4000
Facsimile: 212-351-4035
Email: sgreenberg@gibsondunn.com
Email: mjwilliams@gibsondunn.com
Email: tscheffer@gibsondunn.com
- and -
AnnElyse Scarlett Gains, Esq.
GIBSON, DUNN & CRUTCHER LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
Telephone: 202-955-8500
Email: agains@gibsondunn.com
About Audacy Inc.
Audacy is a multi-platform audio content and entertainment company
with the country's best collection of local music, news and sports
brands, a premium podcast creator, major event producer and digital
innovator.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on Jan.
7, 2024, with $2,788,943,000 in assets and $2,662,320,000 in
liabilities. Richard J. Schmaeling, executive vice president &
chief financial officer, signed the petitions.
Judge Christopher M. Lopez oversees the case.
LATHAM & WATKINS LLP and PORTER HEDGES LLP are the Debtors' legal
counsel.
AWC-MH ACQUISITION: Cliffwater Marks $8.5MM Loan at 24% Off
-----------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $8,538,390
loan extended to AWC-MH Acquisition LLC to market at $6,463,562 or
76% of the outstanding amount, as of September 30, 2023, according
to a disclosure contained in Cliffwater's Form N-CSR report for the
fiscal year ended September 30, 2023, filed with the Securities and
Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loanto AWC-MH Acquisition LLC. The loan accrues interest
at a rate of 1 18.430% Payment in Kind (SOFR+1300) per annum. The
loan matures on October 12, 2025.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019
B GSE GROUP: Hires Richard P. Cook PLLC as Special Counsel
----------------------------------------------------------
B GSE GROUP LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of North Carolina to employ Richard P. Cook,
PLLC as special counsel.
The firm will represent the chief restructuring officer in the
investigation and prosecution of causes of action under Chapter 5
of the Bankruptcy Code, and all other matters related thereto.
The firm will be paid on a contingency basis of 33.33 percent of
the gross proceeds of any recovery by the estate from the
prosecution or compromise of any claims under Chapter 5 of the
Bankruptcy Code.
Richard P. Cook, Esq., a partner at Richard P. Cook, 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:
Richard P. Cook, Esq.
RICHARD P. COOK, PLLC
7036 Wrightsville Ave, Suite 101
Wilmington, NC 28409
Tel: (910) 399-3458
About B GSE GROUP LLC
B GSE Group LLC, doing business as Bullerdick GSE LLC, delivers
turnkey system solutions to Military and Commercial airport
terminals, ramps, and hangars around the globe -- cutting capital
maintenance costs, saving time, and reducing fuel consumption.
B GSE Group LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
23-30013) on Jan. 6, 2023. In the petition filed by Mark Allen,
manager, the Debtor reported assets and liabilities between $1
million and $10 million. David Schilli has been appointed as
Subchapter V trustee.
Judge J. Craig Whitley oversees the case.
The Debtor is represented by Richard S. Wright, Esq., at Moon
Wright & Houston, PLLC.
Cole Hayes was appointed as chief restructuring officer (CRO). He
tapped Edward P. Bowers, CPA, as accountant.
BARKER SLEEP: Wins Interim Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Northern Division at Knoxville, authorized Barker Sleep Medicine
Professionals, PLLC to use cash collateral, on an interim basis, in
accordance with the budget, with a 10% variance.
The Debtor requires the use of cash collateral to pay ordinary
operating expenses to preserve and protect its business.
The Debtor has a consensual secured creditor known to it that
asserts a security interest in the Debtor's property, including its
cash collateral as that term is defined in 11 U.S.C. section
363(a). The creditor is Pinnacle Bank, who is owed approximately
$418,275 on the Note as of the Petition Date.
GFE Holdings, Inc.; Kapitus LLC; Legend Funding, Inc.; OnDeck
Capital, Inc.; and Rapid Finance Services (Small Business Financial
Services, LLC) also have an interest in BSMP's accounts receivable.
BSMP maintains the interest of the Other Secured Lenders in its
accounts receivable is inferior to the interest of Pinnacle Bank.
On or before January 18, 2024, the Debtor is directed pay $3,000 to
Pinnacle Bank, which will be applied to the principal owing on the
Note held by Pinnacle Bank. A $3,000 monthly payment will be made
to Pinnacle Bank on the 18th day of each ensuing month pending
confirmation of a Plan, but the monthly payment will be increased
to $6,000 for the month following any month in which the Debtor
collects $100,000 or more and to $9,000 for any month following the
month in which the Debtor collects $110,000 or more.
In addition to all existing liens held by Pinnacle Bank, as
adequate protection for, and to the extent of, any diminution in
the value of Pinnacle Bank's interest in cash collateral from and
after the Petition Date, Pinnacle Bank is granted, as additional
security, effective as of the Petition Date (and without the
necessity of the execution by the Debtor, or filing, of security
agreements, pledge agreements, financing statements or otherwise),
a valid and perfected replacement lien under 11 U.S.C. Sections
361(2) and 363(f)(3), identical in scope, description, and priority
and perfected to the same extent as the Pinnacle Bank pre-petition
lien in accounts receivable, including, but not limited to all
healthcare insurance receivables, cash, money, deposit accounts,
and inventory- The Replacement Lien is deemed valid and duly
perfected as of the Petition Date and shall be valid and
enforceable against any trustee appointed in the Chapter 11 case or
in any subsequent proceedings upon the conversion of the Chapter 11
case to a case under Chapter 7 of the Bankruptcy Code.
Other Secured Lenders, without further action or documentation, are
granted a replacement lien under 11 U.S.C. Sections 361(2) and
363(f)(3) to the same extent, validity, and priority that existed
in the prepetition property of the bankruptcy estate securing the
indebtedness owed to them in accounts receivable, and any other
cash collateral that Debtor has generated or will generate
post-petition, to the same nature, extent, priority, and validity
that their liens existed at filing, and said replacement lien will
be deemed perfected and binding to the same extent that the lien
was perfected and binding prepetition without the necessity of
filing any documents otherwise required under non-bankruptcy law.
A second interim hearing on the matter is set for February 8, 2024
at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=jztcS0
from PacerMonitor.com.
About Barker Sleep Medicine Professionals, PLLC
Barker Sleep Medicine Professionals, PLLC helps patients suffering
from a sleep disorder.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 23-32132) on December
11, 2023. In the petition signed by Rosanne S. Barker, authorized
representative of the Debtor, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Suzanne H. Bauknight oversees the case.
Maurice K. Guinn, Esq., at Gentry, Tipton and McLemore, PC,
represents the Debtor as legal counsel.
BENITAGO INC: Wins Cash Collateral Access Thru Jan 17
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Benitago Inc. and its Debtor affiliates to use cash
collateral on an interim basis in accordance with the budget.
Benitago, Acrux LLC, Acrux Subsidiaries, the CoVenture Agent, and
the CoVenture Lender are parties to a Loan and Servicing Agreement
dated February 26, 2021. The agreement has been amended multiple
times, and it remains unchanged as of April 27, 2022.
Aludra Limited, as the Original Chargor, and the CoVenture Agent,
as Security Trustee, are parties to the Debenture, dated as of
February 26, 2021.
Benitago, as Guarantor, and the CoVenture Agent are parties to the
Limited Guaranty, dated as of February 26, 2021.
Benitago, as Contributor, Acrux, as Contributee and Debtors Phact
LLC, Revati LLC, and Segin LLC are parties to the Contribution
Agreement, dated as of April 27, 2022.
As of the Petition Date, each of the Acrux Parties owed the
CoVenture Secured Parties, pursuant to the CoVenture Documents, the
total amount of not less than $86.3 million, which consists of not
less than $73.8 million in principal and not less than $12.5
million of deferred interest, plus all accrued and thereafter
accruing and unpaid interest thereon and any additional fees,
expenses, and other amounts now or hereafter due under the
CoVenture Documents.
As consideration for the Debtors' use of the CoVenture Collateral
(including cash collateral) and SellersFunding Collateral
(including cash collateral), the Prepetition Secured Parties will
receive the following adequate protection, solely to the extent of
any Diminution in Value:
a. CoVenture Adequate Protection
i. To the extent of any Diminution of Value of the CoVenture
Secured Parties' interest in the CoVenture Collateral, each of the
CoVenture Secured Parties is granted a valid and perfected security
interest in, and lien on all of the right, title and interest of
the Acrux Parties' in, to, and under all present and after-acquired
property and assets of the Acrux Parties.
ii. To the extent of any Diminution of Value of the CoVenture
Secured Parties' interest in the CoVenture Collateral, each of the
CoVenture Secured Parties are granted allowed superpriority
administrative claims (a) against each of the Acrux Parties and (b)
to the extent the Court enters an order that is not stayed by the
Court or any other court of competent jurisdiction within seven
days of entry thereof finding that cash in the deposit accounts of
Benitago constitutes cash collateral of the CoVenture Secured
Parties, against Benitago, pursuant to 11 U.S.C. Section 507(b).
iii. Subject to the Carve-Out and the reservation of rights,
the CoVenture Adequate Protection Liens will be (i) first priority
perfected liens on all of the CoVenture Adequate Protection
Collateral that is not otherwise encumbered by validly perfected,
non-avoidable security interests or liens as of the Petition Date,
(ii) first priority perfected replacement liens on all of the
CoVenture Adequate Protection Collateral as to which the CoVenture
Secured Parties had a first priority lien as of the Petition Date,
and (iii) junior perfected liens on all CoVenture Adequate
Protection Collateral that is subject to a prepetition lien that
was valid, properly perfected, unavoidable and senior to the
CoVenture Liens as of the Petition Date, if any.
iv. Without limiting any rights of the CoVenture Secured
Parties under 11 U.S.C. Section 506(b), the Debtors will, subject
to the Carve-Out, (i) pay or reimburse in cash each CoVenture
Secured Party for the fees, costs, expenses, and charges payable
under the LSA.
The Debtors' authority to use the cash collateral will terminate on
the later of (a) January 17, 2024 at 11:59 p.m. (ET) and (b) such
other date mutually agreed to by the Debtors and the CoVenture
Secured Parties in writing.
A final hearing on the matter is set for January 17 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=IzmYAd
from PacerMonitor.com.
About Benitago Inc.
Benitago Inc. operates an e-commerce aggregator platform intended
to create, acquire and grow businesses.
Benitago Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on August 30, 2023.
In the petition filed by Thomas Studebaker, as chief restructuring
officer, the Debtor reports estimated assets and liabilities (on a
consolidated basis) between $50 million and $100 million.
Benitago Inc. is a New York-based company, which operates an
e-commerce aggregator platform intended to create, acquire and grow
businesses. Benitago and affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No.
23-11394) on Aug. 30, 2023. In the petition signed by its chief
restructuring officer, Thomas Studebaker, Benitago disclosed $50
million to $100 million in both assets and liabilities.
Judge Sean H. Lane oversees the cases.
Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors'
legal counsel. The Debtors tapped Portage Point Partners as
financial advisor and Stretto Inc. as notice, claims, and balloting
agent.
BIRD GLOBAL: Hires Edlin Gallagher Huie as Special Counsel
----------------------------------------------------------
Bird Global, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Law Firm of Stradling
Yocca Carlson & Rauth, P.C. as special counsel.
The Debtor needs the firm's legal assistance in connection with a
case (Case No. CGC-21-594081) filed in the San Francisco Superior
Court, California.
The firm will be paid at these rates:
Partners $300 per hour
Associates $250 per hour
Paralegals $130 per hour
The firm will be paid a retainer in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William Noel Edlin, Esq., a partner at Edlin Gallagher Huie + Blum,
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:
William Noel Edlin, Esq.
EDLIN GALLAGHER HUIE + BLUM
500 Washingtonk St. Suite 700
San Francisco, CA 94111
Tel: (628) 218-6960
About Bird Global, Inc.
Bird Global, Inc., a micro-mobility operator, is an electric
vehicle company dedicated to bringing affordable, environmentally
friendly transportation solutions such as e-scooters and e-bikes to
communities across the world.
Bird Global, Inc. and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case
No. 23-20514) on December 20, 2023. In the petition signed by
Christopher Rankin, chief restructuring officer, Bird Global
disclosed up to $500 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts,
Esq., at Berger Singerman LLP, represent the Debtor as legal
counsel. Teneo Capital LLC is the Debtor's restructuring advisor.
Epiq Corporate Restructuring, LLC serves as notice and claims
agent.
The Senior DIP Parties and Prepetition First Lien Parties, led by
MidCap Financial Trust, are represented by Latham & Watkins LLP
(James Ktsanes; John Lister; Hugh Murtagh).
Covington & Burling LLP (Ronald A. Hewitt) represents the Junior
DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the
Junior DIP Lenders and Participating Second Lien Parties.
BIRD GLOBAL: Hires Lewis Brisbois Bisgaard as Special Counsel
-------------------------------------------------------------
Bird Global, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Lewis Brisbois Bisgaard
& Smith, LLP as special counsel.
The firm will render defense of Bird Rides, Inc. and various City
related entities in the defense of personal injury matters filed
against Bird Rides, Inc. Co. and entities it is indemnifying.
The firm will be paid at these rates:
Partners $400 per hour
Associates $350 per hour
Paralegals $150 per hour
The firm will be paid a retainer in the amount of $ 150,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Patrick J. Foley, Esq., a partner at Lewis Brisbois Bisgaard &
Smith, 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:
Patrick J. Foley, Esq.
LEWIS BRISBOIS BISGAARD & SMITH, LLP
633 W Fifth Street, Suite 4000
Los Angeles, CA 90071
Telephone: (213) 250-1800
About Bird Global, Inc.
Bird Global, Inc., a micro-mobility operator, is an electric
vehicle company dedicated to bringing affordable, environmentally
friendly transportation solutions such as e-scooters and e-bikes to
communities across the world.
Bird Global, Inc. and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case
No. 23-20514) on December 20, 2023. In the petition signed by
Christopher Rankin, chief restructuring officer, Bird Global
disclosed up to $500 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts,
Esq., at Berger Singerman LLP, represent the Debtor as legal
counsel. Teneo Capital LLC is the Debtor's restructuring advisor.
Epiq Corporate Restructuring, LLC serves as notice and claims
agent.
The Senior DIP Parties and Prepetition First Lien Parties, led by
MidCap Financial Trust, are represented by Latham & Watkins LLP
(James Ktsanes; John Lister; Hugh Murtagh).
Covington & Burling LLP (Ronald A. Hewitt) represents the Junior
DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the
Junior DIP Lenders and Participating Second Lien Parties.
BIRD GLOBAL: Hires Schwartz Semerdjian Cauley as Special Counsel
----------------------------------------------------------------
Bird Global, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Schwartz Semerdjian
Cauley & Evans LLP as special counsel.
The firm will assist the Debtors in defense of claims filed against
the City of San Diego (the "Litigation Claims") which have tendered
the defense of the Litigation Claims to Bird Rides, Inc., one of
the Debtors, pursuant to indemnification provisions in the
agreement with the City of San Diego.
The firm will be paid at these rates:
Partner $325 per hour
Associate Attorney $270 per hour
Paralegal and law clerk $150 per hour
The firm will be paid a retainer in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Dick A. Semerdjian, Esq., a partner at Schwartz Semerdjian Cauley &
Evans 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:
Dick A. Semerdjian, Esq.
SCHWARTZ SEMERDJIAN CAULEY & EVANS LLP
101 West Broadway, Suite 810
San Diego, CA 92101
Tel: (619) 236-8821
Fax: (619) 236-8827
About Bird Global, Inc.
Bird Global, Inc., a micro-mobility operator, is an electric
vehicle company dedicated to bringing affordable, environmentally
friendly transportation solutions such as e-scooters and e-bikes to
communities across the world.
Bird Global, Inc. and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case
No. 23-20514) on December 20, 2023. In the petition signed by
Christopher Rankin, chief restructuring officer, Bird Global
disclosed up to $500 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts,
Esq., at Berger Singerman LLP, represent the Debtor as legal
counsel. Teneo Capital LLC is the Debtor's restructuring advisor.
Epiq Corporate Restructuring, LLC serves as notice and claims
agent.
The Senior DIP Parties and Prepetition First Lien Parties, led by
MidCap Financial Trust, are represented by Latham & Watkins LLP
(James Ktsanes; John Lister; Hugh Murtagh).
Covington & Burling LLP (Ronald A. Hewitt) represents the Junior
DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the
Junior DIP Lenders and Participating Second Lien Parties.
BIRD GLOBAL: Hires Stradling Yocca Carlson as Special Counsel
-------------------------------------------------------------
Bird Global, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Law Firm of Stradling
Yocca Carlson & Rauth, P.C. as special counsel.
The firm's services include:
(i) providing general corporate and securities law matters;
(ii) making governmental and regulatory investigations,
including an SEC inquiry into matters following Bird's restatement
of its financial statements in November 2022; and
(iii) providing litigation matters, including, (1) Cain v. Bird
Global, Inc. et al., 22-CV-9178-ODW, and (2) Arias v. Bird Global,
Inc. et al., 22-CV-8406, filed in the United States District Court,
Central District of California.
The firm will be paid at these rates:
Attorneys $485 to $1,150 per hour
Paralegals $295 to $395 per hour
Law Clerks $195 to $325 per hour
The firm will be paid a retainer in the amount of $100,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ryan C. Watkins, Esq., a partner at Stradling Yocca Carlson &
Rauth, 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:
Ryan C. Watkins, Esq.
STRADLING YOCCA CARLSON & RAUTH, P.C.
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660-6422
Tel: (949) 725-4000
About Bird Global, Inc.
Bird Global, Inc., a micro-mobility operator, is an electric
vehicle company dedicated to bringing affordable, environmentally
friendly transportation solutions such as e-scooters and e-bikes to
communities across the world.
Bird Global, Inc. and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case
No. 23-20514) on December 20, 2023. In the petition signed by
Christopher Rankin, chief restructuring officer, Bird Global
disclosed up to $500 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts,
Esq., at Berger Singerman LLP, represent the Debtor as legal
counsel. Teneo Capital LLC is the Debtor's restructuring advisor.
Epiq Corporate Restructuring, LLC serves as notice and claims
agent.
The Senior DIP Parties and Prepetition First Lien Parties, led by
MidCap Financial Trust, are represented by Latham & Watkins LLP
(James Ktsanes; John Lister; Hugh Murtagh).
Covington & Burling LLP (Ronald A. Hewitt) represents the Junior
DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the
Junior DIP Lenders and Participating Second Lien Parties.
BOMBARDIER RECREATIONAL: Moody's Ups CFR & Sec. Term Loan to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded Bombardier Recreational
Products Inc.'s ("BRP") corporate family rating to Ba1 from Ba2,
probability of default rating to Ba1-PD from Ba2-PD, its senior
secured revolver rating to Baa1 from Baa2, and its senior secured
term loan ratings to Ba1 from Ba2. At the same time Moody's has
assigned a Ba1 rating to the proposed senior secured term loan B
due 2031. The company's SGL-1 speculative grade liquidity rating
remains unchanged. The outlook is maintained at stable.
The new term loan will partially extend the term loan due 2027 to
2031 reducing the sizable refinancing wall in 2027 and smoothen
BRP's debt maturity profile.
"The upgrade reflects BRP's resilient operating performance and
growing market position that has kept credit metrics conservative
over the past two years", said Dion Bate Moody's analyst. "While
Moody's expect revenue and EBITDA to contract in fiscal 2025, BRP's
strong credit metrics and liquidity provide capacity to absorb a
modest industry contraction." adds Mr Bate.
RATINGS RATIONALE
BRP's rating benefits from: (1) Moody's expectations that financial
leverage will weaken on the back of soft consumer demand for
recreational powersport vehicles but remain low at around 2.2x in
fiscal 2025; (2) good market positions in snowmobiles, personal
watercraft, all-terrain vehicles and side-by-side vehicles,
defended with a diversified product profile and well recognized
global brands; (3) demonstrated ability to successfully launch new
products and widen its total addressable market; and (4) very good
liquidity.
However, BRP's rating is constrained by: (1) the company's focus on
high-priced, discretionary products whose demand can decline in
difficult economic conditions; specifically in the current
environment of high interest rates that have eroded consumers
disposable incomes and access to credit; (2) a competitive
environment and higher promotional activity which will lower
Moody's adjusted EBIT margins toward 11.5% in fiscal 2025 from
13.3% as of Q3 2023; and (3) ongoing capital investment needed to
drive product innovation and development.
BRP has very good liquidity (SGL-1). Sources total close to C$2.3
billion compared to about C$31 million of cash usage from term loan
amortization through fiscal 2025 ending January. BRP's liquidity is
supported by cash of around C$284 million as of Q3 2023, full
availability under its C$1.5 billion revolver expiring May 2026,
and Moody's expectation of around C$500 million in free cash flow
through fiscal 2025. BRP's revolver is subject to a minimum fixed
charge ratio covenant at 1.1x if its revolver availability falls
below a certain threshold. Moody's do not expect this covenant to
be applicable in the next four quarters, but there would be good
buffer for the covenant should it become applicable. BRP has
limited flexibility to boost liquidity from asset sales.
The proposed maturity extension of a portion of the senior secured
term loan to 2031 has the same rating as the CFR and benefits from
the same security and guarantee package as the current senior
secured term loans. BRP's debt obligations include a Baa1-rated
C$1.5 billion revolving credit facility expiring May 2026 and a
Ba1-rated $2 billion term loan due May 2027 ($1.5 billion, will
reduce post the maturity extension) and December 2029 ($496.3
million). All of the debt obligations benefit from guarantees of
existing and future subsidiaries. The revolver has a first lien
priority interest on inventory and accounts receivable and a second
priority lien on the remaining assets. The term loan, which
comprises most of the debt capital, has the reciprocal security
package and is ranked below the revolver.
The stable outlook reflects Moody's expectation that BRP will be
able to navigate the operating challenges and maintain its good
operating performance, liquidity and credit metrics over the next
12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if BRP is able to diversify its
business away from the volatile recreational powersports segment
such that cash flow is less cyclical, maintain positive free cash
flow and sustain adjusted debt/EBITDA below 1.5x.
The ratings could be downgraded if BRP's operating results
deteriorates such that its adjusted EBIT margin weakens below 10%,
or if adjusted debt/EBITDA trends toward 3x, or if BRP generates
negative free cash flow on a sustained basis.
BRP Inc., the holding company of Bombardier Recreational Products
Inc., is headquartered in Valcourt, Quebec, Canada. The company is
a global manufacturer and distributor of powersports vehicles,
marine products and propulsion systems for boats, karts and
recreation aircraft. BRP Inc. is publicly traded and 88% of the
votes are controlled by Beaudier Group (owned by the Bombardier and
Beaudoin families), Bain Capital Investors, LLC and Caisse de depot
et placement du Quebec.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
BWB CONTROLS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: BWB Controls Inc.
2193 Denley Road
Houma, LA 70363
Business Description: BWB Controls specializes in the design and
manufacturing of pneumatically,
hydraulically, and electrically operated
surface safety components. BWB Controls
offers machining, milling, assembly and
testing services to the upstream, midstream
and downstream oil and gas industries.
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 24-10029
Judge: Hon. Meredith S. Grabill
Debtor's Counsel: Douglas S. Draper, Esq.
HELLER, DRAPER & HORN, LLC
650 Poydras Street
Suite 2500
New Orleans, LA 70130
Tel: 504-299-3300
Email: ddraper@hellerdraper.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward A. LaBorde as president/CEO.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5CUTCSA/BWB_Controls_Inc__laebke-24-10029__0001.0.pdf?mcid=tGE4TAMA
BWB HOUMA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: BWB Houma Holdings LLC
2193 Denley Road
Houma, LA 70363
Business Description: The Debtor specializes in the design and
manufacturing of pneumatically,
hydraulically, and electrically operated
surface safety components. The Debtor
offers machining, milling, assembly and
testing services to the upstream, midstream
and downstream oil and gas industries.
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 24-10030
Judge: Hon. Meredith S. Grabill
Debtor's Counsel: Douglas S. Draper, Esq.
HELLER, DRAPER & HORN, LLC
650 Poydras Street
Suite 2500
New Orleans, LA 70130
Tel: 504-299-3300
Email: ddraper@hellerdraper.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward A. LaBorde as president and CEO.
The Debtor failed to include in the petition a list of its 20
largest unesecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/CVJGYRY/BWB_Houma_Holdings_LLC__laebke-24-10030__0001.0.pdf?mcid=tGE4TAMA
CAPROCK MILLING: Hires Charhon Callahan Robson as Special Counsel
-----------------------------------------------------------------
Caprock Milling & Crushing, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Charhon Callahan Robson & Garza, PLLC as special counsel.
The firm will pursue claims and legal action against its largest
aged receivable, Perdue Agribusiness, LLC.
The firm will be paid at these rates:
Attorneys $350 to $500 per hour
Paralegals $175 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brett Charhon, a partner at Charhon Callahan Robson & Garza, 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:
Brett Charhon, Esq.
CHARHON CALLAHAN ROBSON & GARZA, PLLC
3333 Lee Pkwy
Dallas, TX 75219
Tel: (214) 521-64000
About Caprock Milling & Crushing, LLC
CapRock Milling & Crushing, LLC of Amarillo, Texas is engaged in
the business of grain and oilseed milling. Caprock Milling filed
its a voluntary petition for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 23-20251) on November 3, 2023, listing $10 million to
$50 million in assets and $1 million to $10 million in liabilities.
Thomas Bunkley as member, signed the petition.
Mullin Hoard & Brown, L.L.P. serve as the Debtor's legal counsel.
COMPASS MINERALS: Moody's Alters Outlook on 'Ba3' CFR to Stable
---------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Compass
Minerals International, Inc. from negative to stable. At the same
time, Moody's affirmed Compass's Ba3 corporate family rating,
Ba3-PD probability of default rating and B1 rating of its senior
unsecured notes. The speculative grade liquidity rating remains
SGL-3.
RATINGS RATIONALE
The change in the outlook to stable reflects the positive impact of
the company-wide pricing and cost saving initiatives that helped
partially restore operating margins and EBITDA, which along with
the gross debt reduction, have led to a meaningful improvement in
credit metrics.
The Ba3 corporate family rating (CFR) reflects the company's strong
competitive position in the North American salt industry,
traditionally attractive EBITDA margins and ability to generate
robust operating cash flow. The rating incorporates Moody's
expectations for a moderate increase in the de-icing salt sales
volumes in FY2024 from the below-average 2022-2023 winter season,
low-single digit increase in the sales price per ton of salt,
higher plant nutrition volumes and the contribution from the
gradually expanding fire retardants business. These positive
developments are being partially offset by moderating but still
meaningful cost inflation in operations, shipping and handling,
packaging, labor and other inputs. The rating is constrained by the
relatively unpredictable nature of the de-icing salt and plant
nutrition businesses with the continued Ogden feedstock issues
negatively impacting production of sulfate of potash (SOP) and
operating costs, the lack of scale and geographic reach as well as
still elevated gross debt levels notwithstanding material debt
reduction since 2020.
Despite lower sales volumes, a double-digit increase in the
contracted de-icing salt prices during the 2022-2023 bidding
season, followed by a more modest increase during the 2023-2024
bidding season, and the continued cost control measures enabled
Compass to partially restore its profitability in FY2023, as
evidenced by a 300bps y-o-y expansion in Moody's-adjusted EBIT
margin. As a result, the company's EBITDA, as adjusted by Moody's,
increased to about $200 million in FY2023 from $186 million in
FY2022. The combination of higher earnings and gross debt reduction
enabled Compass to reduce leverage, measured as Moody's-adjusted
Debt/EBITDA, to 4.5x as of September 30, 2023 (FY2023-end) from
5.6x at the end of FY2022.
Assuming average winter conditions and full-year contribution from
the fire retardants business, Moody's estimate that Compass's
FY2024 EBITDA, as adjusted by Moody's, will increase to $220
million, FY2025 EBITDA will exceed $240 million and that leverage
will improve to around 4x in the next 12-18 months. Moody's expect
the company to be modestly free cash flow negative in FY2024 but
generate positive FCF in FY2025, assuming the company does not make
any additional capital investments in the recently suspended
lithium project, beyond those already planned and committed to for
FY2024.
The stable outlook reflects Moody's expectations that Compass will
demonstrate further earnings growth in FY2024 and FY2025, that
leverage, as adjusted by Moody's, will trend towards 4x in the next
12-18 months and that its credit metrics will remain commensurate
with a Ba3 rating. The stable outlook also assumes that the company
will maintain its adequate liquidity position and does not pursue
any material debt-funded acquisition or growth project that could
lead to an increase in leverage.
Compass has adequate liquidity (SGL-3) supported by $39 million of
cash on hand, as of September 30, 2023, and $278 million available
(net of letters of credit) under its new $375 million revolving
credit facility. Moody's expect the company to be modestly free
cash flow negative in FY2023 and to rely on the RCF and the $100
million AR securitization facility for seasonal working capital
swings, liquidity needs and growth projects. The credit agreement
includes a financial maintenance covenant of maximum total net
leverage ratio of 5x, which steps down to 4.75x for the fiscal
quarter ending March 31, 2024, and to 4.5x for fiscal quarter
ending June 30, 2024 and thereafter. The revolver also has a
minimum interest coverage ratio covenant of 2.25x. Moody's expect
the company to remain in compliance with its financial covenants
with a moderate cushion.
The $500 million senior unsecured notes due 2027 are rated B1, one
notch below the Ba3 CFR, reflecting their subordinated ranking in
the capital structure that includes first-lien senior secured
credit facilities in the form of $375 million revolver due 2028 and
$200 million term loan due in 2028 (both unrated). The senior
secured facilities are secured and guaranteed by all material US
subsidiaries, 65% of the stock of certain foreign subsidiaries and
by the Goderich mine in Canada. The revolver includes a $40 million
sub-limit for Canadian borrowings and a $10 million sub-limit for
UK borrowings guaranteed by the Canadian and UK subsidiaries,
respectively. The credit agreement provides that the revolver and
the term loan, unless extended, will mature on the earlier of May
5, 2028 and date that is 91 days prior to the stated maturity date
of the senior unsecured notes, unless the Notes are paid,
refinanced in full or extended their maturity date 91 days after
May 5, 2028.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider upgrading the ratings if the company
improves the adjusted leverage to below 3.5x on a sustained basis,
makes further progress on reducing gross debt, generates positive
free cash flow on a sustained basis and reduces its dependence on
the de-icing salt business to generate the majority of its
revenues.
Moody's would likely consider a downgrade of the ratings if the
company were unsuccessful in maintaining its current operating
margins and EBITDA, if FCF were expected to remain negative on a
sustained basis and if adjusted leverage were to rise and sustain
above 5.0x, or if there is a substantial deterioration in
liquidity.
Headquartered in Overland Park, Kansas, Compass Minerals
International, Inc (Compass) is a leading North American producer
of salt used for highway de-icing, agriculture applications, water
conditioning, and other consumer and industrial uses as well as
magnesium chloride used for de-icing and road stabilization. The
company is also a significant specialty fertilizer manufacturer,
including SOP (sulfate of potash) in the US and Canada. For the
last twelve months ended September 30, 2023, Compass generated net
sales (gross revenues less shipping and handling) of about $860
million.
The principal methodology used in these ratings was Chemicals
published in October 2023.
CROSSROADS HOLDING: Cliffwater Marks $13.8MM Loan at 24% Off
------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $13,849,322
loan extended to Crossroads Holding, LLC to market at $10,555,963
or 76% of the outstanding amount, as of September 30, 2023,
according to a disclosure contained in Cliffwater's Form N-CSR
report for the fiscal year ended September 30, 2023, filed with the
Securities and Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan to Crossroads Holding, LLC. The loan accrues
interest at a rate of 10.902% Payment in Kind (SOFR+525) per annum.
The loan matures on December 23, 2027.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
North Carolina-based Crossroads Holding LLC provides outpatient
care services.
DIRECTV FINANCING: Moody's Rates New Term Loan and Revolver 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has assigned Ba3 ratings to DIRECTV
Financing, LLC's proposed extension to August 2029 of $1.25 billion
of its existing $3.2 billion senior secured first lien term loan B
due August 2027 and its proposed extension to August 2028 of its
$500 million senior secured first lien revolving credit facility
due August 2026. The net proceeds from the proposed term loan
issuance will be used in conjunction with other secured debt to pay
down debt outstanding under the company's existing $3.2 billion
first lien term loan B due August 2027. All other ratings
including the company's Ba3 corporate family rating and stable
outlook are unchanged.
RATINGS RATIONALE
DIRECTV's Ba3 CFR reflects its targeted financial policy of
maintaining modest debt leverage of around 1.25x (Moody's adjusted)
while generating still sizable but declining free cash flow.
Secular demand pressures in linear TV and resulting subscriber
losses make cost cutting a critical part of ensuring that DIRECTV
is able to maintain solid cash flow generation levels to fund
steady cash distributions to its joint venture owners. Operating
cost efficiency efforts target G&A reductions, including customer
service operations and the streamlining of customer acquisition
costs, as well more disciplined maintenance capital investing.
DIRECTV's total subscriber base, which continues to decline at near
mid-teens rates on a year-over-year basis stood at 11.3 million as
of September 30, 2023, down by a very significant 44.9% over 3.75
years from 20.4 million at year-end 2019.
The company's significant scale and substantial programming content
distribution does enable some negotiating advantage in content
provider contract discussions versus peers. As a standalone entity
after its carveout from AT&T Inc. (AT&T, Baa2 stable) in 2021,
DIRECTV continues to optimize its business strategy as it seeks to
revitalize the DIRECTV brand. This strategic focus includes slowing
and stabilizing subscriber loss trends in the DIRECTV
direct-broadcast-satellite (DBS) business to nearer industry levels
and reducing churn to more sustainable levels in the 1.7% area.
DIRECTV continues to strengthen its marketing efforts, including
through digital efforts and lower subscriber acquisition cost end
markets, and to lower other associated costs to support and boost
EBITDA margins. Promotional offerings will be more disciplined and
tailored going forward. Moody's believes success on retention
initiatives will largely dictate success. While the recent end of
DIRECTV's NFL Sunday Ticket contract contributed to a portion of
consumer subscriber losses, the company's aggregate losses remain
driven by general secular trends in consumer viewing behavior. The
company benefits nominally from NFL commercial rights going forward
where it benefits from distribution to more than 300,000 bars,
restaurants and other businesses.
Moody's expects DIRECTV to have a good liquidity profile supported
by solid free cash flow generation and $474 million available for
draw under its $500 million revolving credit facility as of
September 30, 2023, given $26 million in undrawn letters of credit
outstanding. The company also had cash on the balance sheet of $188
million as of September 30, 2023. Moody's expects that the company
will maintain cash balances at sufficient levels to operate its
business. The excess of the company's expected $1.0 billion to $1.5
billion of after tax annual free cash flow after any required debt
repayments will likely be used in full to make distributions to the
company's shareholders. The company has fully retired TPG Capital's
(TPG) senior preferred equity and AT&T's junior preferred equity.
The company's existing term loan amortizes 9% annually and includes
a 50% excess cash flow sweep with first lien net leverage-based
step-downs to 25% and 0%; the proposed extended term loan due 2029
will have the same terms. The proposed extended revolving credit
facility due 2028 will also have the same terms as the existing
revolver, which includes a springing first lien net leverage ratio
covenant of 2.25x which is tested when more than 35% of the
revolver is drawn. Moody's expects the company to maintain
substantial cushion under this covenant over Moody's forward
outlook period. The extended revolver will have one additional
feature, a springing maturity to any remaining August 2027
maturities, if outstanding.
DIRECTV's ESG Credit Impact Score of CIS-4 primarily reflects
social risks as revenue and profits are generated from the
company's US linear pay television distribution business. These
negative, secularly-driven trends include consumers moving to
direct-to-consumer video-on-demand services and terminating
traditional linear bundled pay TV services such as those provided
by DIRECTV. DIRECTV's governance exposure reflects the company's
transparency regarding its financial policies, including specific
credit metric targets. These policies reflect AT&T's guidance and
influence, and are meaningfully conservative in scope. However, the
company's go-forward business strategy remains unclear about
investing for the necessary transition from its sizable linear
bundled television distribution exposure currently. DIRECTV's
management has a limited track record given that the company's
separation from AT&T occurred only in late 2021. The board of
directors lacks independence because all its four independent
directors (out of nine total) are non-voting members only. AT&T and
TPG share equal voting control despite AT&T's 70% economic stake,
but AT&T's influence significantly reduces financial risk.
The stable outlook reflects the constraint of the company's credit
ratings at Ba3 due to substantial secular pressures on linear
bundled television distribution in the US. The outlook also
considers expectations that the company can reduce the pace of
subscriber losses to lower double-digit percentage rates per year.
While revenue and EBITDA are expected to remain under pressure,
Moody's expects cost cutting efforts will aid the company's ability
to generate annual free cash flow after tax of between $1.0 billion
to $1.5 billion. With Moody's expectations of stable capital
investing around a $500 million range annually, excess free cash
flow after required debt repayments is anticipated to be primarily
distributed to repay all of AT&T's remaining $4.2 billion of
catchup equity by 2026, with forward excess cash flow then being
divided between AT&T and TPG Capital (TPG) in accordance with their
70% and 30% equity economic stakes, respectively.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the secular pressures causing substantial subscriber declines
within two of the company's businesses, DIRECTV Pay-TV and U-Verse,
and weak subscriber trends in the DIRECTV Stream business, ratings
are constrained at the Ba3 corporate family rating (CFR) level and
therefore an upgrade is unlikely. However, over time an upgrade
could occur if the company invests in new sustainable businesses
such that it generates steady and material revenue growth and
continues to maintain low debt leverage (Moody's adjusted).
Ratings could be downgraded if secular pressures result in
continued high or accelerating losses in subscribers and revenue
such that the company cannot keep pace with the necessary debt
reduction to sustain debt leverage (Moody's adjusted) below 2x.
Additional ratings pressure could result if management amends its
financial policy to a more aggressive posture or if the company
becomes more controlled by private equity owners.
Headquartered in El Segundo, CA, DIRECTV is a US pay TV distributor
with the bulk of its subscribers accessing the company's product
via DBS. DIRECTV had 11.3 million subscribers and $22.6 billion in
revenue for the latest 12 months period ending September 30, 2023.
The company's majority economic shareholder is AT&T and its sole
minority shareholder is TPG; voting control is split on a 50/50
basis.
DIXON TOWN: Hires Dixon Town Homes LLC as Sales Agent
-----------------------------------------------------
Dixon Town Homes LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ Terrace
Associates Inc. as sales agent.
The firm will market and sell the Debtor's real property located at
29259 Dixon Street, Alameda, Hayward.
The firm will be paid at these rates of 2 percent of the purchase
price.
As disclosed in a court filing that the firm is a " disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Tom Sudano
Terrace Associates, Inc.
777 Woodside Road, Suite B
Redwood City, CA 94061
Tel: (650) 670-2593
Email: tom@tomsudano.com
About Dixon Town Homes LLC
Dixon Town Homes LLC, a company in Sacramento Calif., filed its
voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case
No. 23-40682) on June 14, 2023, with as much as $1 million to $10
million in both assets and liabilities. Waqar Khan as president,
signed the petition.
Judge William J. Lafferty oversees the case.
The Law Office of Lewis Phon serves as the Debtor's legal counsel.
E-STONE USA: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized E-Stone USA Corporation and
affiliates to use cash collateral on an interim basis, in
accordance with the budget, with a 10% variance.
As adequate protection for the Debtors' use of cash collateral,
First Bank Puerto Rico and First Southern Bank are granted a valid
and properly perfected replacement lien on and security interest in
(i) all property that constitutes "Collateral" and (ii) the
proceeds thereof to the same extent, validity, and priority as
existed as of the Petition Date.
In addition, the Landlord is granted a replacement lien to the same
extent, validity, and priority as existed in favor of the Landlord
as of the Petition Date, subject to the Debtors' rights to
challenge the Landlord's asserted liens.
A further hearing on the matter is set for January 16, 2024 at 2
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=UzGb64 from PacerMonitor.com.
The Debtor projects $130,000 in total cash receipts and $121,800 in
total operating expenses for the period from January 8 to 17,
2024.
About E-Stone USA Corporation
E-Stone USA Corporation sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20805) on
December 28, 2023. In the petition signed by Ilaria Di Landro,
chief financial officer, the Debtor disclosed up to $10 million in
assets and up to $50 million in liabilities.
Judge Peter D. Russin oversees the case.
Edward J. Peterson, Esq, at Johnson, Pope, Bokor, Ruppel & Burns,
LLP, represents the Debtor as legal counsel.
FENEX FITNESS: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Fenex Fitness Facilities, LLC to use cash collateral on
an interim basis, in accordance with the budget, with a 15%
variance.
Specifically, the Debtor is permitted to use cash collateral to
satisfy pre-petition payroll obligations and associated payroll
taxes and insurance for the Debtor's employees which were paid on
December 8, 2023 and December 22, 2023 and included hours worked
prior to the petition date for November 19, 2023 through December
4, 2023 including the payment of $1,898 to Unity HR for the payroll
processed on December 8, 2023.
As adequate protection for the Debtor's use of the cash collateral
on an interim basis, the Court grants secured creditors with an
interest in cash collateral replacement liens in the Debtor's
post-petition cash, accounts receivable and inventory, and the
proceeds of each of the foregoing, to the same extent and priority
as any duly perfected and unavoidable liens in cash collateral held
by secured creditors as of the petition date, to the extent that
any cash collateral of the secured creditors are actually used by
the Debtor.
A final hearing on the matter is set for February 1, 2024 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=oa16DU
from PacerMonitor.com.
About Fenex Fitness Facilities, LLC
Fenex Fitness Facilities, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12351-MLB)
on December 14, 2023. In the petition signed by Derrick Watson,
managing member, the Debtor disclosed up to $50,000 in assets and
up to $500,000 in liabilities.
Judge Marc Barreca oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents
the Debtor as legal counsel.
FGH LLC: Seeks to Hire Scott Schubiner as Real Estate Broker
------------------------------------------------------------
FGH LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Schubiner, Inc. as real
estate broker.
The firm will market and sell the Debtor's real property known as
2320 N. Rose Ave., Oxnard, California.
The firm will be paid a commission of 6 percent of the purchase
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Scott Schubiner
Schubiner, Inc.
1125 North Fairfax Ave.
West Hollywood, CA 90046
Tel: (310) 595-1280
About FGH LLC
FGH, LLC is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)). The Debtor is the owner of real property
located at 2320 North Rose Avenue, Oxnard, California having an
appraised value of $5 million.
FGH, LLC in Oxnard, CA, filed its voluntary petition for Chapter 11
protection (Bankr. C.D. Cal. Case No. 23-11095) on November 20,
2023, listing $5,000,000 in assets and $5,999,889 in liabilities.
Vanessa Hernandez of FGH Investors, LLC, managing member of the
Debtor, signed the petition.
Judge Ronald A. Clifford III oversees the case.
BEALL & BURKHARDT, APC serve as the Debtor's legal counsel.
FINTHRIVE SOFTWARE: Cliffwater Marks $20MM Loan at 35% Off
----------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $20,000,00
loan extended to Finthrive Software Intermediate Holdings, Inc to
market at $13,065,447or 65% of the outstanding amount, as of
September 30, 2023, according to a disclosure contained in
Cliffwater's Form N-CSR for the fiscal year ended September 30,
2023, filed with the Securities and Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a Second
Lien Term Loan to Finthrive Software Intermediate Holdings, Inc.
The loan accrues interest at a rate of 12.18% (SOFR+550) per annum.
The loan matures on January 6, 2030.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
FinThrive is a provider of revenue cycle management software
solutions to the healthcare sector.
FTX TRADING: Dave to Purchase Convertible Note for $71 Mil.
-----------------------------------------------------------
Dave Inc. (Nasdaq: DAVE), one of the nation's leading neobanks, on
Jan. 5 disclosed that it has reached an agreement with FTX Ventures
Ltd. ("FTX") to purchase a convertible promissory note that it
previously issued to FTX in the original principal amount of $100
million, for a discounted purchase price of $71 million. FTX filed
a motion in its bankruptcy proceeding seeking approval of the
agreement, which is scheduled to be heard on January 25, 2024.
The closing of the transaction is conditioned upon the Bankruptcy
Court's approval of the agreement and upon FTX not entering into an
alternative transaction for the sale of the convertible note.
"We believe the transaction represents a compelling capital
allocation opportunity for Dave. Accounting for the payment, we
remain confident that we have sufficient capital to execute on our
growth plan without the need to raise additional equity capital,"
said Jason Wilk, founder and CEO of Dave.
About Dave
Dave (Nasdaq: DAVE) -- http://www.dave.com-- is a leading U.S.
neobank and fintech pioneer serving millions of everyday Americans.
Dave uses disruptive technologies to provide best-in-class banking
services at a fraction of the price of incumbents. Dave partners
with Evolve Bank & Trust, a FDIC member.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases. White
collar crime specialist Mark S. Cohen has reportedly been hired to
represent SBF in litigation. Lawyers at Paul Weiss previously
represented SBF but later renounced representing the entrepreneur
due to a conflict of interest.
FYI OPTICAL: Cliffwater Marks CAD36.7MM Loan at 28% Off
-------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its CAD36,758,217
loan extended to FYI Optical Acquisitions, Inc. & FYI USA Inc to
market at CAD26,317,940or 72% of the outstanding amount, as of
September 30, 2023, according to a disclosure contained in
Cliffwater's Form N-CSR report for the fiscal year ended September
30, 2023, filed with the Securities and Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan-Delayed Draw to FYI Optical Acquisitions, Inc. & FYI
USA Inc. The loan accrues interest at a rate of 11.25% (CDOR+575)
per annum. The loan matures on March 4, 2027.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
G&G EXPRESS: Case Summary & 17 Unsecured Creditors
--------------------------------------------------
Debtor: G&G Express, Inc.
729 Rancho Penitas Rd
Laredo TX 78045
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-50003
Debtor's Counsel: Robert Newark, Esq.
A NEWARK FIRM
1341 W. Mockingbird Lane 600W
Dallas, TX 75247
Tel: 866-230-7236
Email: robert@newarkfirm.com
Total Assets: $2,255,500
Total Liabilities: $184,076
The petition was signed by Jamie Gomez as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/2YBMQTI/GG_Express_Inc__txsbke-24-50003__0001.0.pdf?mcid=tGE4TAMA
GLOBAL AUTO: Moody's Assigns First Time B1 Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Global
Auto Holdings (TopCo) Limited, including a B1 corporate family
rating and B1-PD probability of default rating. Moody's also
assigned a B2 rating to AAG FH UK Limited's ("AAG") proposed $525
million senior unsecured global notes due 2029 and $525 million
senior unsecured global notes due 2032. The outlooks assigned are
stable. Global Auto is the parent holding company of AAG, the
issuer of the notes. Ratings are subject to the receipt and review
of final documentation.
Proceeds from the proposed $1,050 million of senior unsecured debt
will be used to repay approximately $987 million of outstanding
debt, $23 million of pay fees and expenses and $40 million of cash
to the balance sheet.
RATINGS RATIONALE
The B1 corporate family rating recognizes Global Auto's increased
scale following the acquisition of Lookers, PLC as well as Lookers
meaningful market position as one of the largest automotive
retailers in the UK. It also reflects that Global Auto will
benefit from its expanded geographic reach outside of Canada,
further diversification of its portfolio of brands with a focus
towards luxury as well as the reliance on a more predictable parts
and service business. However, the ratings are constrained by the
significant scale of the acquisition of Lookers relative to the
size of AAG and the risks associated with integrating a
significantly larger company in a disparate geography that could
result in added costs or staffing challenges which could extend the
time needed to strengthen credit metrics in the event that
aggregate cost savings fall short of expectations. The credit
profile also reflects the risks to its operating performance,
particularly gross profit per vehicle, that are presented by the
difficult consumer spending environment, increased interest rates
and the challenge in maintaining inventory discipline as new
vehicle availability increases. In addition, the inherent risks in
making acquisitions, particularly with larger groups and in areas
where there is already entrenched competition from other large
dealers remain a concern. Pro forma for the new capital structure
and including a portion of expected annualized cost savings,
Moody's adjusted debt/EBITDA is 4.5x. The ratings also incorporate
governance considerations particularly Global Auto's private
ownership with the CEO owning 100% of the company, its acquisitive
growth strategy and decision to finance the acquisition of Lookers
with debt.
The stable outlook reflects Moody's expectation that Global Auto
will maintain good liquidity and will be able to successfully
manage any margin impact as gross profit per vehicles continues to
come under pressure from increasing inventories, higher interest
rates and a more constrained consumer.
The B2 rating for AAG's senior unsecured notes is one notch below
the company's B1 corporate family rating. The one notch difference
reflects the application of Moody's Loss Given Default for
Speculative-Grade Companies methodology, which considers the
significant amount of secured debt that is senior to the unsecured
notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded following the successful integration of
the proposed acquisition, including a solid track record of
operating as a consolidated company while maintaining growth in
revenue and earnings, adhering to a conservative financial policy,
generating healthy free cash flow and maintaining good liquidity.
Quantitatively, ratings could be upgraded should debt to EBITDA be
sustained below 4.5 times and EBITDA less capex to interest is
sustained above 3.0 times.
A downgrade could result should operating results or cost saving
fall short of expectations or financial policy changes such that
debt to EBITDA is sutained above 5.5 times or EBITDA less capex to
interest fell towards 2.0 times.
Global Auto Holdings (TopCo) Limited, headquartered in Toronto,
Ontario, Canada, is an auto retailer with approximately 162
dealerships (147 in Europe, 10 in Canada and 5 in the United
States). Pro forma revenue for the twelve months ended June 30,
2023 was approximately US$6.9 billion. Global Auto's CEO, owns 100%
of the company.
GLOBAL AUTO: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
On Jan. 9, 2024, S&P Global Ratings assigned its 'B+' issuer credit
rating to Global Auto Holdings (Topco) Ltd. (GAHL), a U.K.-based
auto retailer. In addition, S&P assigned its 'B+' issue-level
rating and '4' recovery rating to the company's proposed $1.05
billion senior unsecured notes.
S&P said, "The stable outlook reflects our expectation that
adjusted debt to EBITDA will decline to about 4x area over the next
couple of years, stemming primarily from cost savings at Lookers
Ltd., which GAHL acquired in October 2023.
"In our view, the recent acquisition of Lookers significantly
increases GAHL's scale and geographic diversification but carries
near-term execution risks. GAHL completed the acquisition of
Lookers, which operates 148 franchise dealerships in the U.K. and
Ireland, in early October 2023 for about $630 million cash. This
will improve GAHL's geographic diversification and could enhance
earnings stability over time. We also note that Lookers generates
more than 5x the revenue of GAHL's North American operations and
that the company is targeting significant cost reductions. This
creates some near-term execution risks, in our view, which we have
incorporated in our weak business risk profile.
"GAHL's focus on a lean management structure and aggressive cost
controls should contribute to significant cost savings at Lookers
and to deleveraging. We estimate GAHL will realize just over $100
million of annual cost savings at Lookers, actions for which have
been implemented. They mostly relate to headcount reductions and
efficiency gains. These savings should improve EBITDA margins at
Lookers to the mid-4% area from just under 3% in 2023, contributing
to significant consolidated EBITDA growth and deleveraging. We
expect adjusted debt to EBITDA of about 4.7x at the end of 2024 and
about 4x at the end of 2025. We forecast free operating cash flow
(FOCF) to average more than $150 million over the next few years,
which we assume it will primarily deploy to fund acquisitions, with
a modest amount for shareholder distributions. We believe GAHL's
acquisition strategy could improve the diversification of earnings
and cash flow over time and be a key growth driver. However, we
also acknowledge risks associated with this strategy, notably the
potential increase in leverage from debt financing or integration
risks.
"Our assessment incorporates GAHL's participation in the fragmented
and cyclical auto retailing industry. In our view, the high
industry fragmentation contributes to competitive market conditions
and generally low operating margins, particularly since the company
generates close to half of its gross profit from sales of new and
used vehicles. Notwithstanding the competitive nature of automotive
retailing, we believe GAHL benefits from established relationships
with automakers and a diversified mix of desirable brands. For
instance, the sale of luxury vehicles, which generally benefit from
higher margins and customer stickiness, account for about half of
its pro forma revenue.
"We expect the shift toward direct-to-consumer and agency sales
will be a longer-term risk. The automotive dealership industry
faces the risk of a potential transition toward an automaker
direct- or agency-selling model, particularly with electric
vehicles (EV). Some large automakers have announced intentions to
move to an agency model in the U.K., which offers more flexibility
for direct-to-consumer sales than in the U.S. These brands include
Mercedes-Benz, BMW, and Volkswagen, which we estimate represent
just over 10% of consolidated revenue. While we recognize risk that
through an agency model dealers could lose some finance and
insurance profit and have a harder time retaining parts and service
customers, we believe lower operating costs and better margin
visibility are key offsets. We also believe dealer networks with
scale and stronger parts and service capabilities such as GAHL, are
positioned better to take share away from local dealers and become
an integral piece of an automaker distribution strategy.
"The stable outlook reflects S&P Global Ratings' expectation that
GAHL's adjusted debt to EBITDA will decline to about 4x over the
next couple of years. This stems primarily from our estimate for
the company to realize just over $100 million of annual cost
synergies following its acquisition of Lookers."
S&P could lower its ratings within the next 12 months if it expects
adjusted debt to EBITDA to be above 5x. This scenario could result
from:
-- A significant decline in new vehicle sales potentially due to
weaker-than-expected macroeconomic conditions;
-- Operational missteps or a failure to achieve a portion of the
synergies the company is targeting from its recent Lookers
acquisition contribute to an adjusted EBITDA margin that is
meaningfully weaker than S&P assumes; or
-- A significant acquisition or distribution largely funded with
additional debt.
S&P could upgrade GAHL if:
-- S&P expects adjusted debt to EBITDA well below 4x on a
sustained basis with a low likelihood of materially higher leverage
from large acquisitions. In this scenario, the company would need
to demonstrate its willingness to maintain such leverage; or
-- The company's business risk characteristics improve such that
S&P expects it to sustain adjusted relatively stable EBITDA margins
above 4% and adjusted debt to EBITDA below 5x.
GRAND CANYON UNIVERSITY: Moody's Affirms 'Ba1' Rating, Outlook Neg.
-------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 issuer rating and
revenue bonds rating of Grand Canyon University, AZ. The outlook
has been revised to negative from stable. The university had $1.3
billion of total debt at June 30, 2023.
The revision of the outlook to negative reflects weakened
unrestricted liquidity, increased financial leverage through bank
loans secured by restricted cash and investments, prospects for
thinner operating performance in a higher interest rate environment
given plans for remarketing of near-term maturities, and rising
regulatory risks. The affirmation of the Ba1 ratings incorporates
the university substantial scale, enrollment growth trend and
adequate operating performance.
RATINGS RATIONALE
Grand Canyon University's Ba1 issuer rating acknowledges its
substantial and broad academic program diversity. Effective
enrollment management in online and on campus segments will provide
the university with the ability to invest in new programs and
facilities while generating adequate debt service coverage.
Regulatory risk weighs on credit quality, including active
litigation with the US Department of Education and other agencies;
Compliance and Reporting considerations under Moody's ESG
categorization are a key driver of the rating action. While
management believes it has been unjustly targeted and is actively
defending its practices, the university is incurring material staff
costs as well as outside auditing and legal fees in its defense.
High financial leverage also weighs on the rating, with total cash
and investments to debt well below peers, combined with the need to
remarket shorter duration debt in a higher interest rate
environment. While the relationship between GCU and Grand Canyon
Education (GCE), including elements codified in the Master Services
Agreement (MSA), has demonstrated itself as high functioning, the
longer-term nature of the MSA and various exit payment provisions
constrains the credit quality of the university. The MSA provisions
include a 60% revenue share for almost all revenue. Unrestricted
liquidity declined in fiscal 2023, as the university continued to
invest in dormitory facilities and drew on bank loans while
providing the banks with cash and investment collateral.
The Ba1 rating on the taxable bonds incorporates the Issuer Rating
combined with the non-contingent, broad pledge of the university.
The Series 2021B bonds are enhanced by a pledge of gross revenues
and a first lien mortgage on the core campus. Given the
preponderance of secured debt in the capital structure and the
uncertainty around the value of the mortgage in a distressed
scenario, the Series 2021B bonds are rated at the same level as the
issuer rating.
RATING OUTLOOK
The negative outlook incorporates some uncertainty regarding the
pace of recovery in unrestricted liquidity as well as the
regulatory environment. The higher interest rate environment also
informs the outlook, with EBIDA net of debt service coverage key to
the ability to fund strategic investments. The outlook remains
sensitive to maintaining healthy headroom over the 55 Days Cash on
Hand and Debt Service Coverage Ratio financial covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Marked gains in unrestricted liquidity and total cash and
investments with total cash and investments to operating expenses
moving to above 0.5x
-- Ongoing enrollment and revenue growth
-- Favorable resolution of litigation with the US Department of
Education and other agencies
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Further heightened regulatory scrutiny or unfavorable
resolution of litigation
-- Decline in operating performance including reduction in debt
service coverage to below 1.3x
-- Decline in enrollment or operating revenue
-- Reduction in unrestricted liquidity especially if combined with
weaker debt service coverage
-- Substantial increase in total debt or further collateralization
of cash and investments
LEGAL SECURITY
The obligation of the university under the Taxable Bonds, Series
2021B, as currently the sole member of the obligated group, is a
general obligation enhanced by pledged revenues which incorporate
most of revenue including tuition. The bonds are also enhanced by a
mortgage of the majority of the university's campus.
PROFILE
Grand Canyon University is a large, Christian university based in
Phoenix, Arizona. Founded in 1949, the university has had nonprofit
status for the majority of its years, but was reorganized as a
for-profit university between 2004 and 2018. As of Fall 2023 the
university enrolled roughly 107,000 headcount students across on
campus, online and hybrid modes. Operating revenue was $1.4 billion
in fiscal 2023 with over 97% reliance on tuition and auxiliary
revenue. The university has made substantial investments in student
life including intercollegiate athletics. The university is a
Division I member of the Western Athletic Conference.
HEARTLAND CABINETRY: Court OKs $400,000 DIP Loan from MapleMark
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Heartland Cabinetry and Furniture, Inc.
to use cash collateral and obtain postpetition financing, on a
final basis.
The Debtor is permitted to borrow $400,000 from MapleMark Bank.
The DIP loan is due and payable on June 30, 2024.
The Debtor has an immediate need to obtain the DIP Financing to
preserve its assets, including to pay insurance, taxes and payroll.
The Debtor is unable to meet its financial obligations and seeks to
sell substantially all assets in an orderly sale process, while
continuing as an ongoing concern.
The Bank and the Debtor are parties to the Loan Agreement dated
June 30, 2023, and various other loan and security documents under
which the Bank has made loans to the Debtor and other entities
secured by substantially all of the Debtor's personal property
assets and assets of other entities affiliated with the Debtor.
The payment of the Loans will be secured by (i) a good and valid
lien upon or security interest on all of the assets pledged to Bank
prior to the commencement of the Chapter 11 Case to secure the
Debtor's obligations to Bank and the obligations of others to Bank
as more specifically described in the Interim Order, the Agreement
and Pre-Petition Loan Documents; and (ii) all of the Debtor's
business assets.
A copy of the order is available at https://urlcurt.com/u?l=rprEZs
from PacerMonitor.com.
A copy of the budget is available at https://urlcurt.com/u?l=Rkd1Oj
from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$40,479 for the week ending January 13, 2024;
$70,762 for the week ending January 20, 2024; and
$39,479 for the week ending January 27, 2024.
About Heartland Cabinetry and Furniture, Inc.
Heartland Cabinetry and Furniture, Inc. is a cabinet manufacturer
in Arlington, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-43797) on December 8,
2023. In the petition signed by J. Marcus Scrudder, president, the
Debtor disclosed $1,027,237 in assets and $3,483,204 in
liabilities.
Judge Edward L Morris oversees the case.
Trey A. Monsour, Esq., at Fox Rothschild LLP, represents the Debtor
as legal counsel.
HELLO ALBEMARLE: Seeks to Hire Northgate as Real Estate Broker
--------------------------------------------------------------
Hello Albemarle LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Northgate Real
Estate Group as real estate broker.
The firm will market and sell the Debtor's real property located at
2417 Albemarle Road, Brooklyn, New York 11226.
The firm will be paid a commission of 4.5 percent of the purchase
price.
Greg Corbin, a President at Northgate Real Estate Group, 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:
Greg Gorbin
Northgate Real Estate Group
433 Fifth Avenue, Fourth Floor
New York, NY 10016
Tel: (212) 419-9103
About Hello Albemarle LLC
JG Albemarle, LLC and six other creditors of Hello Albemarle, LLC
filed an involuntary Chapter 11 petition (Bankr. E.D.N.Y. Case No.
23-41326) against the company on April 19, 2023.
The creditors are represented by Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein, LLP.
Judge Nancy Hershey Lord oversees the case.
HIGH TECHMINDS: Seeks to Hire Richard J. Link as Counsel
--------------------------------------------------------
High Techminds Multimedia, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to employ Richard J.
Link, a legal professional from Maryland, as counsel.
The professional's services include:
a. analysis of the Debtor's financial situation, and render
advice to the Debtor in determining whether to file a petition in
bankruptcy;
b. preparation and filing of any petition, schedules,
statement of financial affairs and plan which may be required;
c. representation of the Debtor at the meeting of creditors
and confirmation hearing, and any adjourned hearings thereof;
d. representation of the Debtor at the meeting of creditors and
confirmation hearing, and any adjourned hearings thereof;
e. representation of the Debtor in all matters arising during
the administration of the case such as adversary proceedings and
motion for relief from stay.
Richard J. Link be paid at the rate of $300 per hour, and a
retainer in the amount of $3,000.
He will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Richard J. Link, Esq., 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:
Richard J. Link, Esq.
77 Washington Street, #307
Rockville, MD 20850
Telephone: (240) 453-9191
Email: rlink@karpellinklaw.com
About High Techminds Multimedia, LLC
High TechMinds Multimedia, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Md. Case No. 23-19064) on December 13, 2023,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by KARPEL, LINK & CAPORALETTI, LLC.
HWC BURBS: Unsecured Creditors to Split $30K in Plan
----------------------------------------------------
HWC Burbs Burgers, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Washington a Plan of Reorganization dated
January 8, 2024.
The Debtor serves a menu of simple, unique menu of sandwiches items
including "Smash Burgers," chicken sandwiches, gourmet hot dogs and
various side dishes.
The Burb's concept originated when principal Josh Henderson sought
to downsize and simplify his larger, nonrelated operations to focus
on the simple Burb's concept. The Debtor was organized as a
Washington Limited Liability Company by Josh Henderson on February
26, 2020, and has been in continuous operation since that time.
The COVID pandemic and associated operation restrictions severely
impacted revenue at the Debtor's original location. To address the
reduction in revenue, and in attempt to return to profitability,
the Debtor opened the additional locations by acquiring equipment
and locations of restaurants that were unable to continue
operations because of the downturn. Although the price the Debtor
paid for the plant and equipment of these former operations was a
fraction of the going concern value, the Debtor expenditures left
the Debtor in need of operational cash.
To address its need for cash, between 2021 and 2023, the Debtor
obtained financing at less than favorable interest rates and fell
behind on its Department of Revenue obligations. Facing mounting
collection pressure from creditors, including tax authorities, the
debtor filed for protection under Chapter 11, Subchapter V, in
order to remain in business.
Class 3 consists of General unsecured creditors. Each holder of an
allowed general unsecured claim will be paid a pro rata share of
$30,000.00 to be paid in equal monthly installments of $1000.00 per
month beginning 90 days following the effective date of the plan.
Payments will be made from installment payments received from the
purchaser of Debtor's assets. If necessary, on or before October
15th 2028 allowed general unsecured claims will be paid a pro rata
share of a lump sum payment in an amount sufficient so that the
total amount paid to general unsecured claims, totals the
liquidation amount. This Class is impaired.
Joshua Henderson holds a 100%-member interest in the Debtor which
he will retain until payments provided for in the Plan are paid in
full. For her services as managing member of the Debtor, Mr.
Henderson will receive compensation, in the form of monthly salary
which will not exceed the amount set forth in Exhibit C until such
time as the payments provided for in this plan are paid in full.
A new entity, tentatively NewBurbs, LLC (herein, "NewBurbs"),
formed for the purpose of implementing the terms of this Plan, and
owned by a non-related ownership group, the members of which are
not yet specifically determined, although negotiations are ongoing,
will purchase from the reorganized Debtor, all right, title and
interest in all assets of the Debtor.
The tentative terms of the purchase agreement will provide for a
down payment of $375,000.00 to be paid to the Debtor on or before
60 days from the effective date of the plan and continuing
installment payments in the amount of $6,500.00 per month for 60
months as evidenced by a Promissory Note (the "Note") between the
Debtor and NewBurbs. Payment on the Note will be secured pursuant
to the terms of a commercial security agreement in favor of the
Debtor, in first position as to the assets sold. NewBurbs will
operate as "Burb's Burgers" utilizing the name and other assets
purchased from the Debtor.
In addition to contributing the sums necessary for NewBurbs to
purchase the assets of the Debtor, the ownership group will fund
the new operation with additional contributions of no less than
$150,000.00, on the effective date of the Plan, and will make
additional contributions, as needed to ensure that the operational
expenses of NewBurbs, including payment on the Note, are met during
the term of the Note.
A full-text copy of the Plan of Reorganization dated January 8,
2024 is available at https://urlcurt.com/u?l=ecTbG5 from
PacerMonitor.com at no charge.
Attorney for Debtor:
Jennifer L. Neeleman, Esq.
Neeleman Law Group, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
Email: courtmail@expresslaw.com
About HWC Burbs Burgers
HWC Burbs Burgers, LLC, serves a menu of simple, unique menu of
sandwiches items including "Smash Burgers," chicken sandwiches,
gourmet hot dogs and various side dishes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11919) on Oct. 9,
2023. In the petition signed by Joshua Henderson, member, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Marc L. Barreca oversees the case.
Thomas D. Neelem, Esq., at Neeleman Law Group, P.C., represents the
Debtor as legal counsel.
IMPEL PHARMACEUTICALS: Hires Fenwick & West as Special Counsel
--------------------------------------------------------------
Impel Pharmaceuticals Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Fenwick & West
LLP as special corporate counsel.
The firm will render these services:
a. provide documenting the terms of the sale of the Debtors'
assets;
b. provide corporate governance advice;
c. give securities law advice, including review of filings
with the Securities and Exchange Commission;
d. offer potential M&A transactions;
e. provide potential corporate financings;
f. give general employment advice;
h. provide maintenance and continued prosecution of
intellectual property, as needed; and
i. offer assistance regarding due diligence and internal
investigations.
The firm will be paid at these rates:
Partners $1,135 to $1,900 per hour
Counsel/Senior Counsel $790 to $1,135 per hour
Associates/Staff Attorneys $540 to $1,075 per hour
Paralegals $215 to $580 per hour
Practice Support Professionals $195 to $890 per hour
The firm has received $3,128,225.49 from the Debtors for
professional fees and expenses incurred prior to the Petition Date,
of which $1,499,000 were advanced as retainers.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: The firm's billing rates have remained
substantially consistent with the billing rates in
the Application, subject to standard annual
adjustments at the beginning of 2023.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Debtors and the firm have discussed an
anticipated budget for these Chapter 11 Cases.
Alan C. Smith, Esq., a partner at Fenwick & West 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:
Alan C. Smith, Esq.
FENWICK & WEST LLP
555 California Street
San Francisco, CA 94104
Tel: (415) 875-2363
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.
IMPEL PHARMACEUTICALS: Hires Mr. Smith of Teneo Capital as CRO
--------------------------------------------------------------
Impel Pharmaceuticals Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Brandon D. Smith
of Teneo Capital LL as chief restructuring officer.
The firm will provide these services:
a. assist the Debtors and Counsel with the development and
preparation of contingency plans;
b. assist the Debtors with its treasury activities, including
the management of the Debtors' 13-week cash forecast and related
variance analysis;
c. assist with customer and vendor management, including
disbursement tracking and monitoring, negotiation of payment terms,
communications, and other ad hoc tasks;
d. assist with the collection of diligence and preparation of
necessary bankruptcy filings, reports, and schedules;
e. assist with financing issues including coordination with
investment bankers, preparation of reports, and liaison with
creditors;
f. attend meetings with the Debtors, Counsel, and other
stakeholders as required and participate in court hearings,
including the preparation of materials in connection therewith;
g. assist in negotiations with various stakeholders, including
creditors and other parties as necessary;
h. assist the Debtors in developing, evaluating, structuring,
negotiating, and implementing the terms and conditions of a
restructuring, plan of reorganization, or sale transaction;
i. prepare financial analysis on recovery alternatives to all
stakeholders;
j. provide expert testimony and litigation support as mutually
agreed between the CRO and the Debtors; and
k. provide the Debtors with other general restructuring advice
as the CRO, the Debtors, and Counsel deem appropriate and fall
within Teneo's expertise.
l. working on the Debtors' behalf, execute the comprehensive
and detailed communications strategy developed pre-filing that
addresses key concerns of the Debtors' stakeholders in a manner
that helps to preserve the value of its assets, including:
m. field inbound inquiries from the media (including clearing
responses with the Debtors and/or advisors as needed); and
n. close coordination with the claims agent, including to
support content creation and updates for case microsite, IVR script
for restructuring hotline (if needed) and cover letters for any
materials to be mailed to potential claimants by the claims agent.
The firm will be paid at these rates:
Senior Managing Directors/ $800 to $1,100 per
Managing Directors/ Senior Advisors
Directors/Vice Presidents/Consultants $500 to $800 per hour
Associates and Analysts $350 to $500 per hour
Administrative Staff $200 to $300 per hour
The firm will be paid a retainer in the amount of $332,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brandon D. Smith, a partner at Teneo Capital 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:
Brandon D. Smith
Teneo Capital LLC
280 Park Avenue, 4th floor
New York City, NY 10017
Tel: (212) 886-1600
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.
IMPEL PHARMACEUTICALS: Hires Ordinary Course Professionals
----------------------------------------------------------
Impel Pharmaceuticals, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ ordinary course
professionals.
The Debtor hires the following professionals:
Professional/Firm Nature of Work
Baker Tilly Compliance
Robert Half HR Contractor
RSM Accounting
KBF CPAs LLP Accounting
Prime Accounting & Business Accounting
Advisory
Emerald Search Partners HR Contractor
Connor Group Technical Accounting
Resource Global Professionals Lease Accounting
Life Science Legal Legal Services
As disclosed in a court filing that the firms are a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
About Impel Pharmaceuticals, Inc.
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.
IMPEL PHARMACEUTICALS: Hires Sidley Austin LLP as Legal Counsel
---------------------------------------------------------------
Impel Pharmaceuticals seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Sidley Austin LLP as
legal counsel.
The firm will provide these services:
a. provide legal advice with respect to the Debtors' powers
and duties as debtors in possession in the continued operation of
the Debtors' business;
b. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on the
Debtors' behalf, the defense of actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved, and the preparation of objections, as necessary, to
relief sought and claims filed against the Debtors' estates;
c. prepare on behalf of the Debtors, as debtors in possession,
all necessary motions, applications, answers, orders, reports, and
other court filings and papers in connection with the
administration of the Debtors' estates;
d. advise the Debtors concerning, and prepare responses to,
applications, motions, other pleadings, notices, and other papers
that may be filed by other parties in these chapter 11 cases;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest, attend court hearings, and
advise the Debtors on the conduct of their chapter 11 cases;
f. together with Fenwick & West LLP, advise, negotiate, and
assist with any sale or other disposition of the Debtors' assets,
including the transfers contemplated by the Debtor's Motion for
Entry of an Order (I)(A) Approving the Bid Procedures;
(B)Authorizing the Debtors to Select JN Bidco LLC as the Stalking
Horse Purchaser Substantially Along the Terms Defined in the
Stalking Horse APA and Approving Bid Protections; (C) Establishing
Bid Deadlines, an Auction, and a Sale Hearing; (D) Approving the
Form and Manner of Sale Notice; (E) Approving the Form and Manner
of Sale Notice; (II)(A) Authorizing the Sale of the Assets Free and
Clear; and (B) Approving the Assumption and Assignment of
Designated Contracts; and (III) Granting Related Relief filed on
December 20, 2023 [Docket No. 18], and certain procedures and
execution for de minimis asset sales;
g. prepare and refine on behalf of the Debtors a chapter 11
plan, disclosure statement, and/or all related agreements and
documents necessary to facilitate an exit from these chapter 11
cases, take appropriate action on behalf of the Debtors to obtain
confirmation of such plan, and take such further actions as may be
required in connection with the implementation of such plan;
h. together with Fenwick, provide legal advice and perform
legal services with respect to matters relating to corporate
governance, the interpretation, application or amendment of the
Debtors' organizational documents, material contracts, and matters
involving the Debtors with their officers, directors, and
managers;
i. provide legal advice and legal services with respect to
litigation, tax, and other general legal issues for the Debtors to
the extent requested by the Debtors; and
j. perform all other necessary legal services in connection
with the prosecution of these chapter 11 cases.
The firm will be paid at these rates:
Attorneys $700 to $1,950 per hour
Paraprofessionals $540 to $570 per hour
Samuel A. Newman $1,500
Rakhee V. Patel $1,425
Jackson T. Garvey $1,255
Nathan C. Elner $960
Parker G. Embry $830
Chelsea M. McManus $700
Andreas C. Rauch $700
The firm will be paid a retainer in the amount of $100,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Samuel A. Newman, Esq., a partner at Sidley Austin 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:
Samuel A. Newman, Esq.
Sidley Austin LLP
555 West Fifth Street
Los Angeles, CA 90013
Tel: (213) 896-6000
Fax: (213) 896-6600
Email: sam.newman@sidley.com
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.
IMPEL PHARMACEUTICALS: Taps Moelis & Company as Investment Banker
-----------------------------------------------------------------
Impel Pharmaceuticals Inc seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Moelis & Company
LLC as investment banker.
The firm will provide these services:
a. assist the Debtors in conducting a business and financial
analysis of the Debtors;
b. assist the Debtors in identifying and evaluating potential
counterparties for a Sale Transaction (each, a " Counterparty");
c. assist the Debtors in preparing a marketing plan and
information materials describing the Debtors (the " Information
Presentation"), which Moelis may distribute to potential
Counterparties on a confidential basis;
d. assist the Debtors in contacting potential Counterparties,
arranging meetings with such Counterparties and coordinating the
due diligence investigation of the Debtors by such Counterparties,
in each case as appropriate and acceptable to the Debtors;
e. assist the Debtors in developing a strategy to effectuate
the Sale Transaction;
f. assist the Debtors in structuring and negotiating the Sale
Transaction and participate in such negotiations as requested,
including assisting the Debtors with Sale Transaction logistics
(including if there is an auction);
g. meet with the Debtors' Board of Directors to discuss the
proposed Sale Transaction and its financial implications; and
h. assist the Debtors with (i) coordinating the data room and
(ii) facilitating due diligence efforts of potential
Counterparties.
In addition to the Initial Services set forth above, Moelis will,
if appropriate and requested by the Debtors, provide the following
additional services in connection with a Transaction effectuated in
a Bankruptcy Case of the Debtors (such services listed below in
Sections 1(i) through (m), collectively the " Bankruptcy Case
Services"):
i. assist the Debtors in developing a valuation analysis of the
Debtors to be used in the Bankruptcy Case;
j. assist the Debtors in negotiating with (including preparing
materials for negotiation) the Official Committee of Unsecured
Creditors (the " UCC") or
other Debtors stakeholders in a Bankruptcy Case;
k. assist the Debtors in developing a Bankruptcy Case strategy,
including with respect to proposal and consummation of a 363 Sale
and Plan (but excluding a DIP Capital Transaction);
l. provide any testimony in support of the Debtors' efforts in
a Bankruptcy Case, including in connection with 363 Sale or Plan
(including discovery related thereto including document production
and depositions) (but excluding a DIP Capital Transaction); and
m. provide such other Bankruptcy Case-related services to the
extent not covered by the Initial Services as Moelis and the
Debtors may mutually agree upon in writing;
n. assist the Debtors in identifying and evaluating prospective
Counterparties of a DIP Capital Transaction (each, " DIP
Purchasers");
o. advise the Debtors as to the strategy and tactics of
negotiations with such prospective DIP Purchasers and participate
in such negotiations;
p. advise the Debtors as to the timing, structure and pricing of
the DIP Capital Transaction;
q. provide any testimony in support of the Debtors' efforts in
connection with a DIP Capital Transaction; and
r. provide such other DIP Capital Transaction-related services
to the extent not covered by the Initial Services as Moelis and the
Debtors may mutually agree upon in writing.
The firm will be paid as follows:
(a) Sale Transaction Fee. A transaction fee (the "Sale Transaction
Fee"), payable promptly at the initial closing of a Sale
Transaction, equal to the greater of (i) the Minimum Fee (as
defined below) and (ii) an amount equal to 2% of the Transaction
Value (as defined in the Engagement Letter); provided that, in the
case of a Sale Transaction that results in the Company's existing
pre-petition creditors or their affiliates acquiring all or
substantially all of the assets of, or equity interests in, the
Company, the Sale Fee shall in no event exceed $2,700,000 (except
in the case of a Sale Transaction for which Moelis provides the
Bankruptcy Services, in which case the Restructuring Fee shall
apply).
"Minimum Fee" means: (i) in the event of an Asset Sale Transaction,
$2,700,000; and (ii) in the event of an Equity Sale Transaction,
$3,200,000.
In the event of multiple Asset Sale Transactions or Equity Sale
Transactions, the Minimum Fee shall only apply to the first Asset
Sale Transaction or Equity Sale Transaction.
(b) Restructuring Fee. In the event of a Restructuring pursuant to
which Moelis provides (at the request of the Company) any
Bankruptcy Case Services, a transaction fee (the "Restructuring
Fee"), payable promptly at the consummation of a Restructuring, of
$3,200,000.
The Restructuring Fee shall be creditable, to the extent previously
paid, against any subsequent Sale Transaction Fee payable pursuant
to this Agreement. The Sale Transaction Fee shall be creditable, to
the extent previously paid, against any subsequent Restructuring
Fee payable pursuant to this Agreement.
(c) DIP Capital Transaction Fee. In the event of a DIP Capital
Transaction pursuant to which Moelis provides (at the request of
the Company) any DIP Services, a non-refundable cash fee (the "DIP
Capital Transaction Fee") equal to the greater of (i) $500,000 and
(ii) 1% of the aggregate gross amount of debt obligations and other
interests Raised in the DIP Capital Transaction, payable at the
closing of such DIP Capital Transaction.
(d) Monthly Fee. Upon commencement of a Bankruptcy Case by or
against the Company or any of its subsidiaries under the Bankruptcy
Code and for the first three months thereafter, a fee of $150,000
per month (the "Monthly Fee"), payable in advance of each month.
Following the first three months post commencement of a Bankruptcy
Case, the Monthly fee will be reduced to $100,000 per month.
Whether or not a Transaction occurs, Moelis shall earn and be paid
the Monthly Fee every month during the term of this Agreement
following the commencement of a Bankruptcy Case.
(e) Termination Fee. A termination fee (the "Termination Fee")
equal to 20% of any "termination fee," "break-up fee," "topping
fee," "expense reimbursement" or other form of compensation payable
to the Company if, after the execution of an agreement for a Sale
Transaction, such Sale Transaction fails to close and the Company
receives any such compensation (the "Breakup Fee"); provided that
in no event shall the Termination Fee exceed an amount equal to 50%
of the applicable Sale Transaction Fee that would have been paid
had such Sale Transaction been completed. The Company will pay the
Termination Fee when the Company receives any such Breakup Fee.
Barak Klein, a managing director at Moelis & Company 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:
Barak Klein
Moelis & Company LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Tel: (212) 883-3800
Fax: (212) 880-4260
Email: barak.klein@moelis.com
About Impel Pharmaceuticals, Inc.
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.
INFINITY PHARMACEUTICALS: Hires Mccollom as Special Counsel
-----------------------------------------------------------
Infinity Pharmaceuticals, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Mccollom
D'emilio Smith Uebler LLC as special counsel.
The Debtor needs the firm's legal assistance in connection with a
case (Case No. 2023-0937-MAA) filed in the Delaware Court of
Chancery, captioned as Infinity Pharmaceuticals, Inc. v. MEI
Pharma, Inc.
The firm will be paid on a contingency basis as follows:
-- 10 percent of recovery if made prior to issuance of
discovery without Rule 12 motions;
-- 16 percent of recovery if made prior to issuance of
discovery with Rule 12 motions;
-- 22 percent of recovery if made after discovery requests
issued but before fact discovery deadline;
-- 28 percent of recovery if made after fact discovery
deadline.
Thomas A. Uebler, Esq., a partner at Mccollom D'emilio Smith Uebler
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:
Thomas A. Uebler, Esq.
Mccollom D'emilio Smith Uebler LLC
2751 Centerville Rd #401
Wilmington, DE 19808
Tel: (302) 468-5960
About Infinity Pharmaceuticals, Inc.
Infinity is a research and clinical-development stage
biopharmaceutical company with a focus on developing novel drugs
for the treatment of cancer.
On Sept. 29, 2023, Infinity Pharmaceuticals Inc. and Infinity
Discovery Inc. filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11640).
The Debtors listed $21,232,000 in assets and $58,638,000 in
liabilities. The petitions were signed by Seth A. Tasker as chief
executive officer.
The Debtors tapped Landis Rath & Cobb LLP as bankruptcy counsels.
Sonoran Capital Advisors LLC is the Debtors' financial advisor.
Wilmer Cutler Pickering Hale and Dorr LLP is the Debtors' special
corporate counsel. SSG Advisors LLC is the Debtors' investment
banker. Stretto Inc. is the Debtors' notice and claims agent.
IVANTI SOFTWARE: Cliffwater Marks $7MM Loan at 30% Off
------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $7,000,000
loan extended to Ivanti Software, Inc to market at $4,891,250or 70%
of the outstanding amount, as of September 30, 2023, according to a
disclosure contained in Cliffwater's Form N-CSR for the Fiscal year
ended September 30, 2023, filed with the Securities and Exchange
Commission.
The Cliffwater Corporate Lending Fund is a participant in a Second
Lien Term Loan to Ivanti Software, Inc. The loan accrues interest
at a rate of 12.907% (SOFR+725) per annum. The loan matures on
December 1, 2028.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
Ivanti Software, Inc. provides information technology services. The
Company offers IT asset management, security, endpoint, and supply
chain solutions.
JERSEY CITY COMMUNITY: Unsecureds Will Get 1% Dividend in Plan
--------------------------------------------------------------
Jersey City Community Housing Corporation filed with the U.S.
Bankruptcy Court for the District of New Jersey an Amended Plan of
Reorganization for Small Business dated January 7, 2024.
The Debtor provides Low and Moderate Income Housing in the City of
Jersey City, Hudson County NJ by engaging in development of new
housing supply and operation of developed properties subject to
deed restrictions and covenants that reserve such properties for
that stated purpose.
JCCHC was in contract with the city of Jersey City and State of NJ
to produce 13 units of affordable housing to wit: 9 units at 299
Bergen Avenue and 4 units at 108 Storms Avenue. In 2009, JCCHC was
awarded a grant by the State of New Jersey which was then rescinded
due to actions by City of Jersey City and then Jersey City revoked
their agreement for a $ 780,000 grant even though the project was
90% completed. This stalled the project leading to loss of funds,
the ultimate loss of the 299 Bergen Avenue property which was only
recently resolved in the bankruptcy and the necessity for the sale
of the 108 Storms Avenue property.
Debtor now retains only the 16 Bergen Avenue property which is
being operated under the terms of the Plan Support Agreement
approved by the Bankruptcy Court. Current income is sufficient to
maintain same and successfully reorganize the Debtor corporation.
The other two property have been sold and are being operated by
parties other than the Debtor and are not part of this Chapter 11
plan.
Debtor's filing is directly attributed to the actions and non
actions of the City of Jersey City interfering with the ability of
the Debtor corporation to satisfy its obligations under the New
Jersey affordable housing grant and even with the Jersey City
grant. These actions also led to the project losing loans from two
separate banks in the amount of $450,000 and the inability to be
approved for the OPRAH request. Those actions are the basis of the
civil action that has been filed by the Debtor against the City of
Jersey City which is on appeal in the Supreme Court of New Jersey.
Class 6 consists of General Unsecured Claims. To be paid a 1%
dividend or $ 15,860.54 after payment of Admin claims. Claim to be
paid upon payment by Dehare Guarantee. Not reliant upon Debtor
income. City of Jersey City has an unsecured claim of
$1,586,054.72. This Class is impaired.
Debtor is now showing a very modest net income each month. Given
same and the speculative nature of the Affordable Housing rental
market, the plan is not reliant upon said income but is instead to
be funded by the Guarantee of the Debtor's Corporate President,
Lennox T. Dehare from outside business interests.
A full-text copy of the Plan of Reorganization dated January 7,
2024 is available at https://urlcurt.com/u?l=qK2Cjb from
PacerMonitor.com at no charge.
Attorney for the Debtor:
ABELSON LAW OFFICES
Steven J. Abelson, Esq.
80 West Main Street
PO Box 7005
Freehold, NJ 07728
(732) 462-4773
About Jersey City Community
Jersey City Community Housing Corporation is engaged in activities
in related to real estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 21-15863) on July 20, 2021,
with $7,753,000 in assets and $2,439,118 in liabilities. Lennox
Terry Dominic Dehere, Jr., president, signed the petition.
Steven J. Abelson, Esq., of ABELSON LAW OFFICES, represents the
Debtor as legal counsel.
JONES DESLAURIERS: Moody's Rates Repriced $375MM Term Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to a repriced
USD375 million senior secured first-lien term loan due in 2030
being issued by Jones DesLauriers Insurance Management Inc., a
wholly owned subsidiary of Navacord Corp., a leading Canadian
insurance broker. The term loan will rank pari passu with existing
senior secured credit facilities and senior secured notes. The
rating outlook for Jones DesLauriers is unchanged at stable.
RATINGS RATIONALE
According to Moody's, the company's ratings reflect Navacord's
growing market presence as the fourth-largest commercial lines
insurance broker in Canada generally serving middle market clients.
The company has a good mix of business across commercial and
personal property & casualty insurance and employee benefits, with
specialties in construction and transportation. The company is
diversified geographically across Canada, particularly in Ontario,
Alberta and British Columbia. Navacord has produced strong organic
growth in the low double digits in past years, supporting healthy
EBITDA margins in the mid-to-low-30s (per Moody's calculations).
The company maintains an active acquisition strategy and operates
using a decentralized model that allows acquired entities to manage
their business fairly autonomously while benefitting from
Navacord's centralized services.
These strengths are tempered by Navacord's aggressive financial
leverage and low fixed charge coverage, execution risk associated
with acquisitions, and limited scale relative to other rated
insurance brokers. Navacord also faces potential liabilities
arising from errors and omissions, a risk inherent in professional
services.
Moody's estimates that Navacord's pro forma debt-to-EBITDA ratio
will be slightly above 7.5x, with (EBITDA-capex) coverage of
interest of 1.2x-1.5x and a free-cash-flow-to-debt ratio in the low
single digits. These pro forma metrics include Moody's adjustments
for operating leases, certain other debt-like obligations, and
run-rate earnings from acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to an upgrade of Jones DesLauriers' ratings
include: (i) increased scale and diversification, (ii)
debt-to-EBITDA ratio below 6x, (iii) (EBITDA - capex) coverage of
interest exceeding 2x, and (iv) free-cash-flow-to-debt ratio
exceeding 5%.
Factors that could lead to a downgrade of the ratings include: (i)
debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%,
or (iv) disruptions to existing or newly acquired operations.
The principal methodology used in this rating was Insurance Brokers
and Service Companies published in June 2018.
Based in Toronto, Canada, Navacord Corp. offers a diversified mix
of property & casualty insurance, employee benefits and specialized
products mainly to middle market businesses across Canada. The
company generated revenue of CAD565 million for the 12 months
through July 2023.
KNOTTY NUFF: Court OKs Cash Collateral Access Thru March 15
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, for authority to use the cash collateral of the
U.S. Small Business Administration on an interim basis, in
accordance with the budget, with a 15% variance, through March 15,
2024.
As adequate protection, retroactive to the Petition Date, the SBA
will receive a replacement lien(s) that is deemed valid, binding,
enforceable, non-avoidable, and automatically perfected, effective
as of the Petition Date, on all post-petition revenues of the
Debtor to the same extent, priority, and validity that its lien
attached to the SBA's collateral.
The scope of the Replacement Lien is limited to the amount (if any)
that the cash collateral diminishes post-petition as a result of
the Debtor's post-petition use of the cash collateral. The
Replacement Lien will not include any liens or claims for relief
arising under the U.S. Bankruptcy Code, including without
limitation, 11 U.S.C. sections 506(c), 544, 545, 547, 548 and 549.
The Debtor will remit adequate protection payments to the SBA in
the amounts and terms as set forth in the applicable SBA loan
documents, with the first payment to be paid on or before January
12, 2024 in the amount of $434, and continuing until further order
of the Court regarding interim and/or final use of cash collateral,
or the entry of any order confirming the Debtor's plan of
reorganization, whichever occurs earlier.
A copy of the order is available at https://urlcurt.com/u?l=COXrrL
from PacerMonitor.com.
About Knotty Nuff Wood
Knotty Nuff Wood, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12759) on
December 29, 2023, with $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. Ryan Aguire, chief executive
officer, signed the petition.
Judge Theodor Albert oversees the case.
Misty Perry Isaacson, Esq., at Pagler and Perry Isaacson represents
the Debtor as legal counsel.
KPSKY ACQUISITION: Cliffwater Marks $6.4MM Loan at 22% Off
----------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $6,471,071
loan extended to KPSKY Acquisition, Inc to market at $5,027,321 or
78% of the outstanding amount, as of September 30, 2023, according
to a disclosure contained in Cliffwater's Form N-CSR for the Fiscal
year ended September 30, 2023, filed with the Securities and
Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan-Delayed Draw to KPSKY Acquisition, Inc. The loan
accrues interest at a rate of 10.877% (SOFR+550%) per annum. The
loan matures on October 19, 2028.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
KPSKY Acquisition, Inc., a Delaware corporation, is jointly
controlled by certain investment funds advised and/or managed by
Partners Group AG or its affiliates and Kohlberg & Co., L.P. or its
affiliates. In September 2021, KPSKY Acquisition acquired BluSky
HoldCo, LLC, the parent of the BluSky Restoration Contractors group
of companies.
LUCKY BUCKS: Files RICO Lawsuit Against Former Employees
--------------------------------------------------------
ARC Gaming and Technologies, LLC f/k/a Lucky Bucks, LLC, one of the
largest Class B coin operated amusement machine ("COAM") route
operators in Georgia, on Jan. 5 disclosed that it filed a lawsuit
under the Racketeer Influenced and Corrupt Organization ("RICO")
Act in Fulton County Superior Court against nine former
high-ranking employees and one independent contractor, ten Georgia
limited liability companies that now hold COAM master licenses, and
two companies controlled by the defendants in furtherance of the
criminal scheme.
The defendants named in the complaint include Anil Damani, founder
and former owner of Lucky Bucks, who in June 2020 was required by
the Georgia Lottery Corporation ("GLC") to be barred from Lucky
Bucks operations. Additional defendants named in the complaint
include the former executive and operations management of Lucky
Bucks: Tony Kassam, Imran Ali, Al Amin Sayani, Derrick Smith,
Arnaldo "Johnathan Linares" Perez, Jonathan Howard, Shakeel Haque
and Ananda Vaswani. Each of the former Lucky Bucks employees either
resigned before or shortly after the new management took control of
the company or was subsequently terminated. Mohibul Motin, the
nominal owner of Blue Georgia, Inc., a shell company allegedly used
to illegally funnel proceeds to defendants, is additionally named
in the complaint.
The complaint alleges that the defendants knowingly engaged in
extensive criminal behavior, violated Georgia's RICO law,
misappropriated trade secrets, committed fraud and breach of
contract, and converted property rightfully owned by Lucky Bucks to
the defendants' control, among other charges. Kassam, Ali, Vaswani
and Haque are additionally accused of breaching their fiduciary
duty as senior members of Lucky Bucks by engaging in self-dealing
transactions. These activities were initially uncovered by a team
of industry professionals with extensive route gaming experience
who were contracted by the new shareholders in September 2023 to
oversee and review the operations and business practices of Lucky
Bucks. Further analysis through forensic investigators, litigation
case analysis and interviews led to the formal complaint being
filed on Jan. 5.
On October 3(rd), Lucky Bucks announced the completion of its
restructuring process and successful emergence from Chapter 11.
Lucky Bucks' exit from the bankruptcy process concluded a swift
restructuring that received approval of the United States
Bankruptcy Court for the District of Delaware through confirmation
of its chapter 11 plan of reorganization on July 28, 2023, and
approval of the Georgia Lottery Corporation on September 29, 2023.
This emergence and restructuring have put Lucky Bucks in a strong
financial position going forward and will allow the company to
again compete and grow in the Georgia COAM business.
Additionally, Lucky Bucks has formally engaged the gaming
professionals brought in to review the operations and businesses
practices to become the new Chief Executive Officer, Chief
Financial Officer and Chief Operating Officer, whose appointments
will be announced in the near future. This provides the company
with a strong management team that has past experience operating
routes with more than 8,000 terminals in highly regulated route
gaming markets. It also provides the company with a management team
dedicated to responsible governance, customer service, new
technology and growth for the future. While the legal proceedings
are a necessary step to dealing with the past alleged criminal
behavior and how it might have affected the past company
performance, it will not affect the goals of the new shareholders
and management to reestablish Lucky Bucks as a major player in the
Georgia COAM industry.
About ARC Gaming and Technologies
ARC Gaming and Technologies, LLC f/k/a Lucky Bucks, LLC is a
leading digital skill-based COAM operator based in Georgia, with a
new, longterm-focused ownership group and new management team with
more than 50 years of experience in the gaming industry. Since
Lucky Bucks launched in 2014, the Company has continuously grown to
meet increasing consumer demand, which remains extremely strong in
Georgia. Currently, Lucky Bucks machines can be found in over 345
retail locations throughout the State of Georgia.
About Lucky Bucks
Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital
skill-based COAM operator based in and incorporated under the laws
of the State of Georgia in the U.S. Its team has a combined 45
years of experience in the Georgia COAM industry.
After reaching a deal for a plan to equitize substantially all of
Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Lead Case No. 23-10758) on June 9, 2023. In the petition
signed by James Boyden, executive vice president, Lucky Bucks
disclosed up to $500 million in assets and up to $1 billion in
liabilities. As of the petition date, the Debtors have outstanding
funded debt obligations in the aggregate principal amount of $610
million.
Judge Karen B. Owens oversees the case.
Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and
Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A.,
serve as the Debtors' legal counsel. Evercore Group L.L.C. is the
Debtors' investment banker while M3 Advisory Partners, L.P., is the
financial advisor. Epiq Corporate Restructuring, LLC, serves as the
Debtors' claims and noticing agent. C Street Advisory Group, LLC
served as strategy and communications advisor to Lucky Bucks.
Akin Gump Strauss Hauer & Feld LLP and Cole Schotz PC served as
legal counsel, Greenhill & Co., LLC served as financial advisor,
and OnMessage Public Strategies served as the communications
advisor to the ad hoc group of lenders holding term loan secured
debt of Lucky Bucks. Latham & Watkins LLP served as legal counsel
to certain other lenders holding secured debt of Lucky Bucks.
* * *
In October 2023, Lucky Bucks, LLC announced the completion of its
restructuring process and successful emergence from Chapter 11.
Lucky Bucks' exit from the bankruptcy process concludes a swift
restructuring that received approval of the Bankruptcy Court for
the District of Delaware through confirmation of its Chapter 11
plan on July 28, 2023, and approval of the Georgia Lottery
Corporation on September 29, 2023. The restructuring enabled Lucky
Bucks to reduce debt by over $500 million and inject substantial
new liquidity.
The Bankruptcy Court separately ordered that the Chapter 11
proceeding of Lucky Bucks Holdings LLC, the parent company of Lucky
Bucks LLC, be converted to a Chapter 7 liquidation at the behest of
its noteholders.
METALMITE CORP: Seeks $450,000 DIP Loan from Sapphire Premier
-------------------------------------------------------------
Metalmite Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, for authority to
use cash collateral and obtain postpetition secured financing.
Sapphire Premier, LLC has agreed to provide the Debtor with a DIP
Loan in the aggregate amount of $450,000 under a revolving line of
credit note.
Interest on the DIP loan will accrue at the rate of 14% per annum.
Each request for an advance on the DIP loan will include details as
to how each requested advance will be used in accordance with the
budget.
All outstanding principal, interest and other charges due under the
DIP Loan will be repaid to the DIP Lender in full within 24 months
following the date of the first Advance to the DIP under the DIP
Loan. The DIP will provide for the repayment of principal, interest
and all other amounts due on the DIP Loan on the Loan Maturity Date
in any plan of reorganization filed in the Chapter 11 Case and any
order confirming the Plan entered by the Bankruptcy Court.
These events constitute a DIP Event of Default:
(i) DIP fails to make timely payment of any amount due under
the DIP Loan as provided in the DIP Loan Agreement or otherwise
fails to fulfill any other material obligation of this DIP Loan
Agreement;
(ii) Any representation or warranty of the DIP in any document
relating to the DIP Loan and/or the Advances or in any other
writing given to Lender in connection with the DIP Loan and/or the
Advances shall have been misleading or incorrect in any material
respect as of the time when made;
(iii) If an order will be entered converting or dismissing the
Chapter 11 Case, and at the time of the conversion or dismissal the
DIP Loan is not paid in full, and such order does not contain a
provision for the immediate and cash payment in full of all amounts
then due on the DIP Loan; or
(iv) DIP will suffer any material adverse change in its
operations or financial condition.
Oxford Bank is the sole creditor with claims in Metalmite's
pre-petition cash collateral. Unifi Equipment Finance, Inc.,
Complete Capital Services, Inc., and Wells Fargo Equipment Finance,
Inc. hold security interests in specific pieces of Metalmite's
equipment in connection with equipment financing agreements and/or
lease agreements.
As adequate protection for the use of cash collateral, the Debtor
proposes to pay to Oxford in the amount of $5,406 for application
to the Oxford Loan II balance, and $16,554 for application to the
Oxford Loan I balance, beginning on February 1, 2024, and
continuing the 1st day of each consecutive month until the
effective date of a confirmed plan of reorganization.
In addition, Metalmite will grant Oxford replacement liens in its
post-petition assets, effective as of the Petition Date.
The Debtor and Oxford believe Oxford is a fully secured creditor.
Oxford will retain its first priority lien and the payment
priorities, subject and subordinate to a carve out, which will be
comprised of the following: (i) all fees required to be paid to
Office of the United States Trustee pursuant to 28 U.S.C. 1930(a),
if any; (ii) Subchapter V Trustee fees; and (iii) Metalmite's
approved unpaid professional fees due to Strobl directly associated
with Metalmite and the bankruptcy case which accrued post-petition
and fees pursuant to 11 U.S.C. section1195 and remain unpaid upon
confirmation or a conversion of the case up to the aggregate amount
of $100,000.
Metalmite proposes to provide adequate protection to Unifi,
Complete Capital and Wells Fargo, as follows:
(a) Metalmite will surrender to Unifi its collateral as set
forth in the Unifi Agreement.
(b) Metalmite will surrender to Complete Capital its
collateral as set forth in the Complete Capital Agreement.
(c) Metalmite will make monthly payments to Wells Fargo as
required by the Wells Fargo Agreement beginning on January 15, 2024
and continuing on the 15th day of each consecutive month until the
effective date of a confirmed plan or until such date as the Wells
Fargo Agreement is resolved through this proceeding; and
(d) Metalmite will grant Wells Fargo replacement liens on its
collateral to the same extent and in the same priority as existed
on the Petition Date.
A copy of the motion is available at https://urlcurt.com/u?l=iTmBIz
from PacerMonitor.com.
About Metalmite Corporation
Metalmite Corporation is a full-service machine shop which
manufactures, modifies, and repairs prototype and production parts
for a wide variety of industrial applications.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-40072) on January 4,
2024. In the petition signed by Amy M. Reed, chief restructuring
officer, the Debtor disclosed $2,344,239 in assets and $2,895,273
in liabilities.
Judge Lisa S. Gretchko oversees the case.
Lynn M. Brimer, Esq., at Strobl PLLC, represents the Debtor as
legal counsel.
NATIONAL REALTY: DuffyAmedeo LLP Files Rule 2019 Statement
----------------------------------------------------------
The law firm DuffyAmedeo LLP filed a verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose
that in the Chapter 11 cases of National Realty Investment
Advisors, LLC, and its Debtor Affiliates, the firm represents:
1. Sapphire Property Ventures LLC;
2. Ethics First LLC;
3. Brooklyn Ventures LLC;
4. NYC Property Ventures LLC;
5. DR Property Ventures LLC;
6. East Coast Property Ventures LLC;
7. Deepit Anand; and
8. Ritesh Tolia.
Creditors Sapphire Property Ventures LLC, Ethics First LLC,
Brooklyn Ventures LLC, NYC Property Ventures LLC, DR Property
Ventures LLC, are all single member entities with the sole member
being Deepit Anand and with an address of 12 Koch Ln, East
Brunswick, New Jersey, 08816-3445.
Creditor East Coast Property Ventures LLC also has an address of 12
Koch Ln, East Brunswick, NJ 08818-3445, but has two members. Those
members are Deepit Anand and Ritesh Tolia.
Each of the creditors has initiated and arranged for the employment
of DuffyAmedeo as legal counsel in this case. DuffyAmedeo has no
power to act on behalf of these creditors except as legal counsel
in this case.
The law firm can be reached at:
Todd E. Duffy, Esq.
DUFFYAMEDEO LLP
132 W. 31st Street, 9th Floor
New York, NY 10001
Tel: (212) 729-5832
Email: tduffy@duffyamedeo.com
About National Realty Investment
National Realty Investment Advisors, LLC is a luxury-homes
developer based in Secaucus, N.J.
National Realty Investment Advisors and 102 affiliates, including
NRIA Partners Portfolio Fund I, LLC, sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No.
22-14539) on June 7, 2022.
In the petition filed by its independent manager, Brian Casey,
National Realty Investment Advisors listed up to $50,000 in both
assets and debt. NRI Partners Portfolio listed assets between $50
million and $100 million and liabilities between $500 million and
$1 billion.
Judge John K. Sherwood oversees the cases.
S. Jason Teele, Esq., at Sills Cummis & Gross P.C., is the Debtors'
counsel. Omni Agent Solutions is the claims and noticing agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on June 30, 2022. The committee is
represented by Ice Miller, LLP.
NETWRIX CORPORATION: 99% Markdown for $10.4MM Cliffwater Loan
-------------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $10,415,858
loan extended to Netwrix Corporation and Concept Searching, Inc. to
market at 99,992 or 1% of the outstanding amount, as of September
30, 2023, according to a disclosure contained in Cliffwater's Form
N-CSR for the fiscal year ended September 30, 2023, filed with the
Securities and Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan-Delayed Draw to Netwrix Corporation And Concept
Searching, Inc. The loan accrues interest at a rate of 1.00% per
annum. The loan matures on June 9, 2029.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
Netwrix is a Frisco, Texas-based private IT security Software
Company that develops software to help companies identify and
secure sensitive data and assist with compliance auditing.
NOVETECH PTY: Cliffwater Marks AUD18.5MM Loan at 36% Off
--------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its AUD18,543,750
loan extended to Novotech (Australia) Pty Limited to market at
AUD11,922,941 or 64% of the outstanding amount, as of September 30,
2023, according to a disclosure contained in Cliffwater's Form
N-CSR for the Fiscal year ended September 30, 2023, filed with the
Securities and Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan-Delayed Draw to Novotech (Australia) Pty Limited.
The loan accrues interest at a rate of 10.92% (BBSY+557%) per
annum. The loan matures on January 14, 2028.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
Novotech Pty. Ltd. operates as a contract research organization.
Novotech offers audits, biostatistics, clinical trials,
commercialization, data management, generics, health economics,
medical writing, regulatory affairs, and drug development services.
Novotech provides its services worldwide.
NURSES AT HEART: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, Winston Salem Division, authorized Nurses at Heart
Nursing Staffing Agency, LLC, to use cash collateral on an interim
basis, in accordance with the budget, with a 10% variance, through
the earliest of:
i. January 31, 2024;
ii. The entry of an order denying or modifying the use of cash
collateral;
iii. The effective date of any confirmed chapter 11 plan in the
proceeding;
iv. Conversion of the case to another chapter of the Bankruptcy
Code or removal
of Debtor from possession;
v. The entry of further orders of the Court regarding the
subject matter thereof;
vi. Dismissal of the proceeding; or
vii. Occurrence of an event of default that is not timely
cured.
These events constitute an Event of Default:
i. the Debtor fails to comply with any of the terms or
conditions of the Order;
ii. the Debtor uses cash collateral other than as authorized in
the Order;
iii. Cancellation or lapse of Debtor's applicable insurance
coverage; or
iv. Cessation of business operations by the Debtor.
The Debtors require the use of cash collateral to pay its
operational needs including payment of wages, insurance premiums,
rent and other normal expenses incurred in the ordinary course of
its business.
Pre-petition, Nurses utilized FundThrough USA, Inc. pursuant to an
Accounts Receivable Purchase and Security Agreement dated on or
about May 22, 2019. FundThrough filed a UCC Financing Statement
July 23, 2019 with the Pennsylvania Department of State.
Nurses currently invoices its facilities, sending a copy to
FundThrough, on Monday of each week which covers the staffing
provided for the prior Sunday through Saturday. FundThrough, in
turn, advances the Accounts Receivable, less its transaction fee,
on Tuesday or Wednesday of the same week the Accounts Receivable
are invoiced. FundThrough's transaction fee varies by facility,
ranging between 2.5% up to 3.895% of the Account Receivable amount.
In the event that an Account Receivable is not paid by a facility,
the ARPSA grants FundThrough a right of setoff against Debtor's
future receivables.
In 2023, a facility that Nurses worked closely with and staffed for
many hours per week, was sold. Although Nurses was assured that
nothing would change with its relationship with the facility, the
facility stopped paying its weekly invoices which totaled between
$5,000 and $13,000 per week. Pursuant to the FundThrough
agreement, as set forth above, FundThrough asserted its setoff
rights, significantly reducing Nurses cash flow from approximately
mid-July 2023 until November 2023.
As a result, Nurses incurred multiple cash advance loans from
multiple cash advance companies.
The Debtor's cash collateral assets include, but are not limited
to, bank accounts and accounts receivable. These assets are cash
collateral as defined by the Code.
There are five UCCs of record, having been recorded in North
Carolina and/or Pennsylvania. Three of these UCCs are disputed.
FundThrough asserts a claim of approximately $340,899 pursuant to
the APRSA. FundThrough filed a UCC Financing Statement July 23,
2019 with the Pennsylvania Department of State.
Vivian Capital Group, LLC is scheduled as holding a secured claim
of approximately $28.1 million, pursuant to certain loan documents
dated on or about July 20, 2023. Vivian filed a UCC Financing
Statement July 21, 2023 with the Pennsylvania Department of State
and the North Carolina Secretary of State.
White Road Capital, LLC dba GFE Holdings is scheduled as holding a
disputed secured claim of approximately $33,347 pursuant to loan
documents dated August 21, 2023. GFE filed a UCC Financing
Statement August 22, 2023 with the North Carolina Secretary of
State. The Debtor asserts that GFE does not have an interest in
cash collateral as defined in 11 U.S.C. Section 363(a) as GFE did
not properly perfect its lien.
Credibly of Arizona, LLC is scheduled as holding a disputed secured
claim of approximately $48,167 pursuant to loan documents dated
July 5,2023. Credibly filed to a UCC Financing Statement October
23, 2023 with the Pennsylvania Department of State. The Debtor
asserts that Credibly does not have a valid security interest in
cash collateral as defined in 11 U.S.C. Section 363(a) as
Credibly's lien is subject to an avoidance action.
Fenix Capital Funding, LLC is scheduled as holding a disputed
secured claim of approximately $20,429 pursuant to loan documents
dated December 5, 2023. Fenix filed a UCC Financing Statement
December 5, 2023 with the Pennsylvania Department of State. The
Debtor asserts that Fenix does not have a valid security interest
in cash collateral as defined in 11 U.S.C. Section 363(a) as
Fenix's lien is subject to an avoidance action.
As adequate protection, the Secured Parties are granted a
post-petition replacement lien in the Debtor's post-petition
property of the same kind which secured the indebtedness of the
Secured Parties pre-petition, with such liens having the same
validity, priority, extent, and enforceability as the Secured
Parties had against the same kind of such collateral as of the
Petition Date.
During the Usage Period, the Debtor will make an adequate
protection payment to Vivian in the amount of $172 on or before
January 31, 2024.
A further hearing on the matter is set for January 31 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=AKvG75
from PacerMonitor.com.
About Nurses At Heart
Nurses At Heart Nursing Staffing Agency, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case
No. 23-50844) on December 14, 2023, with $50,001 to $100,000 in
assets and $500,001 to $1 million in liabilities.
Judge Lena M. James oversees the case.
Samantha K. Brumbaugh, Esq.., at Ivey, Mcclellan, Siegmund,
Brumbaugh & Mcdonough, LLP represents the Debtor as legal counsel.
OMNI INTERMEDIATE: Cliffwater Marks $14.6MM Loan at 29% Off
-----------------------------------------------------------
The Cliffwater Corporate Lending Fund has marked its $14,607,366
loan extended to Omni Intermediate Holdings, LLC to market at
$10,305,175or 71% of the outstanding amount, as of September 30,
2023, according to a disclosure contained in Cliffwater's Form
N-CSR report for the fiscal year ended September 30, 2023, filed
with the Securities and Exchange Commission.
The Cliffwater Corporate Lending Fund is a participant in a First
Lien Term Loan-Delayed Draw to Omni Intermediate Holdings, LLC. The
loan accrues interest at a rate of 10.416% (SOFR+500%) per annum.
The loan matures on December 30, 2026.
The Cliffwater Corporate Lending Fund is a Delaware statutory trust
registered under the Investment Company Act of 1940, as amended, as
a closed-end management investment company operating as a
diversified interval fund. The Fund operates under an Agreement and
Declaration of Trust, as most recently amended and restated on
September 15, 2021. Cliffwater LLC serves as the investment adviser
of the Fund. The Investment Manager is an investment adviser
registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940, as amended. The Fund intends to
continue to qualify and has elected to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as
amended). The Fund commenced operations on March 6, 2019.
Omni Holding Company LLC operates as a holding company. The
Company, through its subsidiaries, focuses on developing and
maintaining a portfolio of software and advertising technology,
data science, and content marketing. Omni Holding serves clients in
the United States.
OUTERSTUFF LLC: Moody's Appends 'LD' Designation to PDR
-------------------------------------------------------
Moody's Investors Service appended a limited default (/LD)
designation to Outerstuff LLC's Probability of Default Rating to
reflect the non-payment of the stub non-extended portion of the
term loan at its December 29, 2023 maturity. The limited default
designation will be removed after 3 business days. Moody's
upgraded the PDR to Caa1-PD/LD from Caa2-PD, reflecting the
company's lower probability of default as a result of the
completion of its refinancing transaction. Outerstuff's Caa1
Corporate Family Rating and Caa2 ratings on the senior secured term
loan due 2027 and senior secured non-extended term loan are
unaffected. The outlook is unchanged at stable.
This rating action incorporates governance considerations,
specifically the company's limited default.
RATINGS RATIONALE
Outerstuff's Caa1 CFR is constrained by the company's small scale
and high leverage. While revenue and earnings grew significantly in
2022 and have been relatively stable year-to-date 2023, and the
amendment has reduced outstanding debt, leverage remains high at
6.5x as of September 30, 2023 pro-forma for the November 2023
amendment and extension transaction. In addition, Moody's
anticipates that following earnings improvement in Q4 2023,
earnings will be modestly lower in 2024, reflecting weaker consumer
discretionary demand and corporate cost increases, mitigated by
relatively resilient spending on youth apparel and growth in key
contracts. The credit profile also reflects the company's narrow
product concentration and reliance on licensing arrangements from
several sports leagues for a significant majority of revenue. The
rating also includes governance considerations, including several
distressed exchanges and a history of earnings underperformance
relative to budget since 2015.
The rating is supported by Outerstuff's adequate liquidity
following the maturity extension. In addition, the rating is
benefits from the company's entrenched market position with
exclusive license contracts and long-standing relationships with
the NFL, NBA, NHL, MLB, NCAA, MLS and USA Olympics, which allow it
to sell virtually all children's apparel with the teams' logos. The
children's licensed sports apparel market is relatively stable
because of its low fashion risk, natural replenishment cycle and
consumers' steady interest in team sports.
The stable outlook reflects Moody's expectation for adequate
liquidity, stable operating performance and deleveraging over the
next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade would require continued solid operating performance,
lower leverage and improved liquidity including reduced revolver
reliance. Quantitatively, the ratings could be upgraded with
Moody's-adjusted debt/EBITDA sustained below 5.0x and
(EBITDA-Capex)/interest expense above 1.5x.
The ratings could be downgraded if liquidity deteriorates for any
reason, including constrained revolver availability or covenant
tightness, or if revenue or EBITDA deteriorate. The ratings could
also be downgraded if the company loses any significant licenses.
Outerstuff is a designer, manufacturer and marketer of licensed
children's and adults' sports apparel. The company generates most
its revenue from products sold under exclusive licenses with the
NFL, NBA, NHL, MLB, MLS, USA Olympics and Umbro, as well as
licenses with over 300 NCAA colleges and universities, and sells to
team shops, specialty sports chain stores, department stores and
mass merchants. The company is majority owned by company
management, including founder and CEO, Sol Werdiger.
OWENS & MINOR: Moody's Alters Outlook on 'Ba3' CFR to Stable
------------------------------------------------------------
Moody's Investors Service affirmed Owens & Minor, Inc.'s ratings,
including the Ba3 Corporate Family Rating, the Ba3-PD Probability
of Default Rating, the Ba3 senior secured rating and the B2 senior
unsecured rating. The outlook was revised to stable from negative.
The Speculative Grade Liquidity Rating of SGL-2 is unchanged.
The revision of the outlook to stable reflects Owens & Minor's
improved operating performance, stronger cash generation and debt
repayment. The company has materially reduced its inventory in
2023, which had a positive impact on working capital, and has
allowed for debt repayment.
The affirmation of the Ba3 CFR reflects Moody's view that Owens &
Minor's performance has stabilized, and the company's on-going cost
realignment plan will have a positive impact on future earnings.
Earnings will also benefit from a growing contribution from the
company's home health business which has higher profitability and
stronger growth prospects compared to Owens & Minor's core hospital
distribution business. As a result, Moody's expects leverage will
improve towards 3x within the next 12-18 months, further supported
by debt repayment. Moody's also expects that Owens & Minor will
maintain good liquidity supported by solid cash balance and
positive cashflow generation.
RATINGS RATIONALE
The Ba3 CFR is supported by Owens & Minor's leading position in the
medical and surgical supply distribution business supplemented by a
manufacturing business. Owens & Minor focuses on single-use
consumable products which have low levels of technological
obsolescence risk but are essential to the provision of healthcare
in a wide range of settings. The company's expansion into home
health has broadened its product range and supports profitability
and future earnings growth. The rating also reflects Moody's
expectation that financial leverage, which was 4.5x for LTM
September 2023 (on a Moody's adjusted basis), will improve towards
3.0x in the next 12-18 months through earnings growth and debt
repayment.
The rating is constrained by Owen's & Minor's modest scale, and low
distribution margins reflecting a highly competitive industry.
Further, Owens & Minor's manufacturing business faces a challenging
outlook due to the high fixed cost nature of the business and weak
outlook for demand for PPE post pandemic. Finding alternatives to
revive manufacturing volumes will be challenging.
The Speculative Grade Liquidity Rating of SGL-2 reflects the
company's good liquidity. Liquidity is supported by positive free
cash flow after required debt amortization and access to external
credit facilities. As of September 30, 2023, Owens & Minor had cash
of $215 million. The company has no maturity until December 2024.
Moody's expects the company to use internal cash sources to repay
the upcoming debt maturities. Liquidity is also supported by a $450
million revolving credit facility (currently undrawn) that expires
in March 2027 and a $450 million asset receivable securitization
facility that expires in March 2025. This facility had no
utilization as of September 30, 2023. Moody's expects Owens & Minor
to maintain adequate headroom on its covenants.
The Ba3 rating on the senior secured debt and the B2 rating on the
senior unsecured debt consider the size and seasonal fluctuation of
trade payables.
Owens & Minor's ESG credit impact score is CIS-3, indicating that
ESG considerations have limited impact on the current credit rating
with potential for greater negative impact over time. The CIS-3
reflects the weight placed on the company's exposure to
environmental risks (E-4). As a distributor utilizing a fossil fuel
dependent truck fleet, Owens & Minor faces material exposure to
carbon transition risk related to the carbon footprint of its truck
fleet. The company is also exposed to risks associated with waste
and pollution arising from fleet emissions. Owens & Minor is also
exposed to social risks (S3), due to the company's exposure to
acute care hospitals, which face significant budgetary pressure.
This risk consideration is however tempered by positive demographic
trends that support long-term demand for Owens & Minor products.
Owens & Minor governance risk exposure (G-3) reflects management's
willingness to increase leverage to pursue external growth,
tempered by a public leverage target between 2.0x and 3.0x.
The outlook is stable. Moody's expects that Owens & Minor's
financial leverage will improve towards 3.0x in the next 12-18
month and that the company will maintain good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company is able to increase
its scale, improves diversification while maintaining good
liquidity and balanced financial policies. Quantitatively, Moody's
could upgrade the ratings if adjusted debt/EBITDA is sustained
below 2.0x.
The ratings could be downgraded if the company's operating
performance deteriorates, in particular if demand for its product
softens, and if the company fails to reduce leverage through a
combination of earnings growth and debt repayment, or if liquidity
deteriorates. Specifically, if adjusted debt/EBITDA is sustained
above 3.0x, Moody's could downgrade the ratings.
Owens & Minor, headquartered in Mechanicsville, VA, operates two
segments: Products & Healthcare Services that includes a
comprehensive portfolio of products and services to healthcare
providers and sources medical surgical products, and Patient Direct
that distributes critical supplies to the home for patients with
chronic conditions. For 2023, Owens & Minor is expected to have
revenue of roughly $10 billion.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
PARTY FOWL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
J & S Concepts LLC 24-00066
DBA Party Fowl
719 8th Avenue South
Nashville, TN 37203
Party Fowl Cool Springs LLC 24-00067
1914 Galleria Boulevard
Franklin, TN 37067
Party Fowl Destin LLC 24-00068
4260 Legendary Drive
Destin, FL 32541
Party Fowl Donelson LLC 24-00069
2620 Lebanon Pike
Nashville, TN 37214
Party Fowl Hamilton Place LLC 24-00070
2100 Hamilton Place Boulevard, #238
Chattanooga, TN 37421
Party Fowl Murfreesboro LLC 24-00071
127 SE Broad Street
Murfreesboro, TN 37130
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
Middle District of Tennessee
Judge: Hon. Randal S. Mashburn
Debtors' Counsel: Denis Graham "Gray" Waldron, Esq.
DUNHAM HILDEBRAND, PLLC
2416 21st Avenue South, Suite 303
Nashville, TN 37212
Tel: 629 777 6519
Fax: 615 777 3765
Email: gray@dhnashville.com
J & S Concepts'
Estimated Assets: $0 to $50,000
J & S Concepts'
Estimated Liabilities: $1 million to $10 million
Party Fowl Cool's
Estimated Assets: $0 to $50,000
Party Fowl Cool's
Estimated Liabilities: $1 million to $10 million
Party Fowl Destin's
Estimated Assets: $0 to $50,000
Party Fowl Destin's
Estimated Liabilities: $500,000 to $1 million
Party Fowl Donelson's
Estimated Assets: $0 to $50,000
Party Fowl Donelson's
Estimated Liabilities: $1 million to $50 million
Party Fowl Hamilton's
Estimated Assets: $0 to $50,000
Party Fowl Hamilton's
Estimated Liabilities: $100,000 to $500,000
Party Fowl Murfreesboro's
Estimated Assets: $0 to $50,000
Party Fowl Murfreesboro's
Estimated Liabilities: $500,000 to $1 million
The petitions weere signed by Austin Smith as authorized member.
Full-text copies of the petitions containing, among other items,
lists of the Debtors' 20 largest unsecured creditors are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/5QLBGKI/J__S_Concepts_LLC__tnmbke-24-00066__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/53RYCVA/Party_Fowl_Cool_Springs_LLC__tnmbke-24-00067__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CCCL3IA/Party_Fowl_Destin_LLC__tnmbke-24-00068__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CLNAFEQ/Party_Fowl_Donelson_LLC__tnmbke-24-00069__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CRWVLEA/Party_Fowl_Hamilton_Place_LLC__tnmbke-24-00070__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CYKC3RY/Party_Fowl_Murfreesboro_LLC__tnmbke-24-00071__0001.0.pdf?mcid=tGE4TAMA
PENNSYLVANIA REAL ESTATE: $60MM DIP Loan Has Final OK
-----------------------------------------------------
Pennsylvania Real Estate Investment Trust and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to use cash collateral and obtain postpetition
financing, on a final basis.
PREIT has obtained a superpriority senior secured
debtor-in-possession credit facility in an aggregate principal
amount of up to $60 million, provided by the Debtors' Prepetition
Second Lien Lenders and agented by Wilmington Savings Fund Society,
FSB. The DIP Facility provided an interim draw of $30 million
under the proposed DIP Financing. The remaining $30 million will
be available upon entry of this Final Order.
The Debtors faced an approximate $1.147 billion secured debt
maturity on December 10, 2023. The Debtors require immediate access
to debtor-in-possession financing and cash collateral: (a) to pay
wages and benefits; (b) to fund day-to-day operational expenses;
(c) to pay the administrative costs of the Chapter 11 Cases; (d) to
make adequate protection payments as required in the DIP Documents
and the DIP Orders; (e) for general corporate purposes, in each
case, in accordance with and subject to the DIP Documents and the
DIP Orders; and (f) solely utilizing funds from the Final Term
Loan, subject to entry of a Final Order granting such relief, to
address the property-level debt in a manner set forth in the
Approved Budget or as otherwise consented to by Requisite Lenders.
Furthermore, as an owner, developer and manager of retail real
estate across the U.S., the Debtors' business depends on their
ability to successfully market, lease and manage their real estate
portfolio.
The DIP Facility is due and payable through the earliest to occur
of (a) the Scheduled Maturity Date, (b) Chapter 11 Plan Effective
Date, (c) dismissal of any of the Chapter 11 Cases or conversion of
any of the Chapter 11 Cases into a case under Chapter 7 of the
Bankruptcy Code, (d) the acceleration of the Term Loans and the
termination of the commitments under the DIP Credit Agreement, and
(e) the closing of a sale of all or substantially all assets or
equity of the Loan Parties.
The Debtors are required to comply with these milestones:
(i) By no later than 11:59 p.m. (ET) on December 10, 2023, (a)
commence the Chapter 11 Cases in the Court, (b) file a motion to
approve the DIP Facility, and (c) file the Disclosure Statement and
the Plan with the Court;
(ii) By no later than 11:59 p.m. (ET) on December 13, 2023, the
Court must have entered an interim order approving the DIP
Facility;
(iii) By no later than 11:59 p.m. (ET) on January 12, 2024, the
Court must have entered a final order approving the DIP Facility;
(iv) By no later than January 30, 2024, the Court must have
held a hearing to approve the Disclosure Statement and confirm the
Plan;
(v) By no later than 11:59 p.m. (ET) on January 31, 2024, the
Court must have entered an order approving the Disclosure Statement
and confirming the Plan; and
(vi) By no later than 11:59 p.m. (ET) on February 15, 2024, the
Plan effective date must have occurred.
As of the Petition Date, the Debtors have approximately $1.147
billion in funded debt obligations that include approximately (i)
(a) $305.7 million outstanding under the Prepetition First Lien
Term Loan Facility and (b) $114.4 million under the Prepetition
First Lien Revolving Facility; and (ii) $727.0 million outstanding
under the Prepetition Second Lien Facility.
On December 10, 2020, the Prepetition Borrowers, Wells Fargo Bank,
National Association, and the lenders entered into an Amended and
Restated First Lien Credit Agreement. The agreement provided for
secured loan facilities, including a secured first lien revolving
credit facility for borrowings up to $130 million and a $305.7
million secured first lien term loan facility. Wilmington Savings
Fund Society serves as the successor administrative agent under the
Prepetition First Lien Documents.
On December 10, 2020, the Prepetition Borrowers, Wells Fargo Bank,
National Association, and the lenders entered into an Amended and
Restated Second Lien Credit Agreement, providing a $540.5 million
secured second lien term loan facility. The agreement includes
collateral and ancillary documents, including the Prepetition
Second Lien Documents. Wilmington Savings Fund Society serves as
the successor administrative agent under the Prepetition Second
Lien Documents.
The Borrowers, certain Prepetition First Lien Secured Parties, and
certain Prepetition Second Lien Secured Parties are also parties to
an Intercreditor Agreement dated as of December 10, 2020. The
Prepetition Intercreditor Agreement defines and confirms the
respective rights and obligations of the Prepetition First Lien
Secured Parties and the Prepetition Second Lien Secured Parties
with respect to, among other things, payment and enforcement of
rights against any Shared Collateral.
As adequate protection, the Prepetition Secured Parties are granted
adequate protection liens, adequate protection superpriority
claims, payment of certain professional fees, and other customary
items.
A copy of the order is available at https://urlcurt.com/u?l=lpR0Jz
from Kroll Restructuring Administration LLC, the claims agent.
About PREIT
Pennsylvania Real Estate Investment Trust (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.
On December 10, 2023, the Debtors voluntarily filed the Chapter 11
Cases in the United States Bankruptcy Court. The Debtors filed a
motion with the Bankruptcy Court seeking to jointly administer the
Chapter 11 Cases under the caption "In re: Pennsylvania Real Estate
Investment Trust, et al."
The Hon. Karen B. Owens oversees the Case.
As of Sept. 30, 2023, PREIT has $1.72 billion in total assets and
total debts of $1.99 billion.
DLA Piper LLP (US), Wachtell, Lipton, Rosen & Katz and Dilworth
Paxson LLP are serving as legal counsel and PJT Partners LP is
serving as financial advisor to PREIT.
Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP are
serving as legal counsel and Houlihan Lokey is serving as financial
advisor to the ad hoc group of PREIT's first lien and second lien
secured lenders. Paul Hastings also advises the DIP Lenders.
Kroll Restructuring Administration LLC is the claims agent.
PETROLEOS DE VENEZUELA: Venezuela's Bid to Appeal Ruling Denied
---------------------------------------------------------------
Gold Reserve Inc. (TSX.V:GRZ) (OTCQX:GDRZF) on Jan. 9 disclosed
that in separate decisions: (i) the U.S. Supreme Court has denied
the request by the Bolivarian Republic of Venezuela (Venezuela) and
Petroleos de Venezuela, S.A. (PDVSA) for permission to appeal the
order issued on July 7, 2023 by the U.S. Court of Appeals for the
Third Circuit that affirmed the decision of the U.S. District Court
of Delaware (the Delaware Court) granting the Company a conditional
writ of attachment of the shares of PDV Holding, Inc. (PDVH), the
indirect parent company of CITGO Petroleum Corp.; and (ii) the
Delaware Court has designated the Company and certain other
creditors of Venezuela as "Additional Judgment Creditors" for the
purposes of the sale process (the Sale Process) currently underway
with respect to the proposed auction of the shares of PDVH. These
two decisions clear two significant steps for the Company in its
efforts to collect its approximately U.S. $1.1 billion judgment
(inclusive of interest) that is the subject of the Company's
litigation in Delaware. The Company currently has 99.5 million
Class A Common Shares outstanding (107.3 million shares on a
fully-diluted basis).
The Delaware Court previously held that the priority of judgments
of Additional Judgment Creditors will be based on the date each
such creditor filed a motion for a writ of attachment that was
subsequently granted. According to a chart filed with the Delaware
Court in December 2023 by the Special Master appointed to manage
the Sale Process, there are 12 judgments for which writs of
attachment have been granted and for which the motions were filed
before the Company's motion. These judgments, according to the
Special Master's chart, represent an aggregate amount of U.S.
$5.564 billion, inclusive of interest through August 2023. The
Special Master noted that the amounts and priorities set forth in
this chart have not yet been endorsed or validated by the Special
Master.
The most recent order of the Delaware Court also confirmed that the
designation of Gold Reserve and other creditors as Additional
Judgment Creditors now sufficiently protects the Sale Process in
the event of any settlement with Crystallex International Corp.
and/or ConocoPhillips Company because Additional Judgment Creditors
have rights under both the order appointing the Special Master for
the Sale Process and the order under which the Sale Process is
being carried out.
This release has been approved by Rockne J. Timm, CEO of the
Company.
Further information regarding the Company can be located at
www.goldreserveinc.com, www.sec.gov, and sedarplus.ca.
About PDVSA
Founded in 1976, Petroleos de Venezuela, S.A. (PDVSA) is the
Venezuelan state-owned oil and natural gas company, which engages
in exploration, production, refining and exporting oil as well as
exploration and production of natural gas. It employs around
70,000 people and reported $48 billion in revenues in 2016.
In May 2019, Moody's Investors Service withdrew all the ratings of
Petroleos de Venezuela, S.A. including the senior unsecured and
senior secured ratings due to insufficient information. At the
time of withdrawal, the ratings were C and the outlook was stable.
Citgo Petroleum Corporation (CITGO) is Venezuela's main foreign
asset. CITGO is majority-owned by PDVSA. CITGO is a United
States-based refiner, transporter and marketer of transportation
fuels, lubricants, petrochemicals and other industrial products.
However, CITGO formally cut ties with PDVSA at about February 2019
after U.S. sanctions were imposed on PDVSA. The sanctions are
designed to curb oil revenues to the administration of President
Nicolas Maduro and support for the Juan Guaido-headed party.
PIEDRA MALA: Seeks to Hire Paul Randles as Financial Advisor
------------------------------------------------------------
Piedra Mala Contracting, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ Paul
Randles, an accountant from Texas, as its financial advisor.
The accountant will provide these services:
a. assist the Debtor and its counsel with general matters
related to a restructuring and contemplated chapter 11 proceeding,
including but not limited to case strategy development, data
gathering, financial analysis, and first day motion preparation, as
needed;
b. assist the Debtor with bankruptcy required reporting,
including Monthly Operating Reports;
c. assist the Debtor and counsel, as requested, to complete
Initial Debtor Interview questionnaire and related information,
complete and file the required Schedules of Assets and Liabilities
and Statement of Financial affairs, and prepare for 341 meeting of
creditors;
d. assist the Debtor and its counsel to obtain court approval
for debtor-in-possession financing, if needed;
e. assist the Debtor to develop and maintain thirteen-week
cash forecasts and any budget-to-actual reporting or other
reporting as may be required by potential debtor-in-possession
financing;
f. support the development of the Plan of Reorganization
development, including financial projections, liquidation analysis,
claims analysis and reconciliation, and other analysis, as needed;
and
g. provide other services as may be agreed upon between the
firm and Debtor.
The professional will be paid at the rate of $200 per hour, and
will be reimbursed for reasonable out-of-pocket expenses incurred.
Paul Randles, 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:
Paul Randles
P.O. Box 396
Kendalia, TX 78027
Tel: (830) 336-2587
Email: pgrcfo@gmail.com
About Piedra Mala Contracting, LLC
Piedra Mala Contracting, LLC is a heavy civil soil stabilization
contractor covering the State of Texas and specializing in soil
stabilization of industrial and infrastructure projects.
Piedra Mala Contracting sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 23-51662) on Dec.
1, 2023. In the petition signed by Ben Lambrecht, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Michael M. Parker oversees the case.
Ronald Smeberg, Esq., at The Smeberg Law Firm, PLLC represents the
Debtor as legal counsel.
PLOURDE SAND: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Plourde Sand & Gravel Co., Inc.
519-523 W. River Road
Hooksett, NH 03106
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
District of New Hampshire
Case No.: 24-10015
Debtor's Counsel: Eleanor Wm. Dahar, Esq.
VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
20 Merrimack Street
Manchester, NH 03101
Tel: (603) 622-6595
Fax: (603) 647-8054
Email: vdaharpa@att.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel O. Plourde as sole shareholder
and vice president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XFJ4YUY/Plourde_Sand__Gravel_Co_Inc__nhbke-24-10015__0001.0.pdf?mcid=tGE4TAMA
QUANTUM HEALTH: Moody's Alters Outlook on 'B3' CFR to Stable
------------------------------------------------------------
Moody's Investors Service changed Quantum Health, Inc.'s outlook to
stable from negative. At the same time, Moody's affirmed Quantum's
B3 Corporate Family Rating, B3-PD Probability of Default Rating,
and B3 ratings on the Backed Senior Secured First Lien Term Loan,
and the Backed Senior Secured Multicurrency Revolving Credit
Facility.
The revision of the outlook to stable reflects a material reduction
in Quantum's financial leverage and improved cash flows over the
last year. Debt to EBITDA was 8 times at August 31, 2023, down from
13 times a year ago and Moody's expects leverage to trend toward 6
times over the next 12 to 18 months. Deleveraging has been due to
both strong top line growth from new business wins and cost
management, as wage inflation is down meaningfully, and SG&A growth
has been minimal despite strong revenue growth. Moody's expects
close to breakeven free cash flow for the fiscal year ending
February 2024 and moderate free cash flow in fiscal year 2025,
which should facilitate some paydown of the company's backed senior
secured revolving credit facility.
Moody's affirmation of the B3 CFR reflects Quantum's leading
position in the healthcare benefits navigation industry, its track
record of profitability and strong growth outlook.
RATINGS RATIONALE
Quantum's B3 rating reflects its leading position in the healthcare
benefits navigation industry, its track record of profitability and
its strong growth outlook due to rising customer demand. Moody's
anticipates that the company will continue to grow its client base
of large employers, resulting in significant expansion in revenue.
Quantum offers a compelling value proposition in helping employers
reduce employee benefit costs and complexity while improving member
satisfaction.
These strengths are tempered by high financial leverage. As
measured on a Moody's adjusted basis, debt to EBITDA was 8 times
for the twelve months ending August 31, 2023. Moody's anticipates
continued deleveraging over the next 12 to 18 months on positive
operating leverage tied to new contract wins. Moody's anticipates
leverage will approach 6 times over this period. While customer
diversity is strong, Quantum's business model diversity is low with
a narrow service offering. In addition, the benefits navigation
industry remains somewhat nascent, with overall low penetration
among large employers and high market fragmentation. As such,
Quantum's ability to competitively differentiate itself over the
long-term is uncertain.
Moody's anticipates that Quantum will maintain adequate liquidity
over the next 12 to 18 months. This reflects cash on hand of $2
million and Moody's expectation for positive free cash flow in the
second half of fiscal year 2024 and moderate positive free cash
flow in fiscal year 2025. The company had $24 million drawn on its
$80 million revolving credit facility at August 31, 2023.
The outlook is stable. Moody's expects Quantum's financial leverage
to trend toward 6 times over the next 12 to 18 months supported by
growth from new business wins and cost management.
ESG CONSIDERATIONS
Quantum Health's CIS-4 indicates the rating is lower than it would
have been if ESG risk exposure did not exist. Quantum has exposure
to both social risks and governance considerations. Social risk is
largely tied to the handling of confidential patient information,
exposure to security breaches, litigation risk and various
regulatory risks that could change the nature of employer-provided
healthcare coverage. Governance risk considerations (G-4) are tied
to the company's concentrated private equity (PE) ownership
structure that creates potential for event risk and decisions that
favor shareholders over creditors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include a sustained track
record of solid growth through new customer wins and high customer
retention, increased scale, and greater diversity in the company's
business model and service offerings. Quantitatively, debt/EBITDA
sustained below 5x would support an upgrade.
Factors that could lead to a downgrade include a deterioration of
operating performance. Ratings could also be downgraded if
liquidity deteriorates, including sustained negative free cash flow
and interest coverage sustained below 1.0x. Ratings could also be
downgraded if there are significant client terminations, business
disruptions or client servicing issues stemming from high growth.
Headquartered in Columbus, Ohio, Quantum Health, Inc. provides
healthcare coordination and navigation services to large US
employers offering health benefits to employees. Quantum is
privately-owned by Great Hill Partners, Warburg Pincus LLC and
company management.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
RITE AID: Bankruptcy Court Approves Elixir Sale to MedImpact
------------------------------------------------------------
Rite Aid Corporation (OTC: RADCQ) on Jan. 9, 2024, disclosed that
the U.S. Bankruptcy Court for the District of New Jersey has
approved the sale of the Company's Elixir Solutions Business to
MedImpact Healthcare Systems, Inc., an independent pharmacy benefit
solutions company.
"We are pleased to receive this key approval toward the sale of our
Elixir business to MedImpact," said Jeffrey S. Stein, Rite Aid's
CEO and Chief Restructuring Officer. "We are confident the
transaction with MedImpact maximizes the value of the business and
best positions Elixir to support clients, members and customers
long into the future. We are grateful to the Elixir team for their
hard work and dedication throughout this process."
Mr. Stein continued, "We are continuing to make progress with our
court-supervised process and are moving forward with our Rite Aid
2.0 Plan. We remain focused on providing leading healthcare
products and services to the customers that we serve every day."
The transaction is subject to certain customary closing conditions
and is expected to close in the first quarter of 2024. Until
closing, Elixir remains part of Rite Aid and will continue
operating as normal.
Additional Information
Additional information regarding the Company's court-supervised
process is available at www.riteaidrestructuring.com. Court filings
and other information related to the proceedings are available on a
separate website administrated by the Company's claims agent,
Kroll, at https://restructuring.ra.kroll.com/RiteAid; by calling
Kroll toll-free at (844) 274-2766, or (646) 440-4878 for calls
originating outside of the U.S. or Canada; or by emailing Kroll at
RiteAidInfo@ra.kroll.com.
Kirkland & Ellis LLP is serving as legal advisor, Guggenheim
Securities is serving as investment banker and Alvarez & Marsal is
serving as transformation officer and financial advisor to the
Company.
About Rite Aid
Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy
that improves health outcomes. Rite Aid is defining the modern
pharmacy by meeting customer needs with a wide range of vehicles
that offer convenience, including retail and delivery pharmacy, as
well as services offered through our wholly owned subsidiaries,
Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's
pharmacy benefits and services company, consists of accredited mail
and specialty pharmacies, prescription discount programs and an
industry leading adjudication platform to offer superior member
experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone
health services. Regional chain Bartell Drugs has supported the
health and wellness needs in the Seattle area for more than 130
years.
Rite Aid employs more than 6,100 pharmacists and operates more than
2,100 retail pharmacy locations across 17 states.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15,
2023. In the petition signed by Jeffrey S. Stein, chief executive
officer and chief restructuring officer, the Debtor disclosed
$7,650,418,000 in total assets and $8,597,866,000 in total
liabilities.
Judge Michael B. Kaplan oversees the case.
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.
Kramer Levin Naftalis & Frankel LLP, serves as counsel to the
Official Committee of Unsecured Creditors. Kelley Drye & Warren LLP
serves as co-counsel to the Committee.
A Tort Claimants Committee is represented by Akin Gump Strauss
Hauer & Feld LLP as lead counsel and Sherman, Silverstein, Kohl,
Rose & Podolsky, P.A as local counsel.
The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law
Firm PC; and Thompson Barney advise an Ad Hoc Committee comprised
of parents and guardians advocating on behalf of children born with
Neonatal Abstinence Syndrome, and who assert general unsecured
claims on account of the children's fetal opioid exposure.
DLA Piper LLP (US) serves as counsel to Medimpact Healthcare
Systems, Inc., the buyer of the Elixir pharmacy benefits management
business.
Greenberg Traurig, LLP, and Choate Hall & Stewart LLP serve as
co-counsel to Bank of America, N.A., the administrative agent for
the prepetition first lien lenders and the DIP lenders.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP
represent the Ad Hoc Group of Secured Noteholders. FTI Consulting
and Evercore is serving or served as financial advisors to the
Bondholders.
SAND LANE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Sand Lane Development Corp
900 Hylan Blvd
Staten Island, NY 10305
Business Description: Sand Lane is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
The Debtor is the owner of real property
located at 900 Hylan Blvd, Staten Island, NY
10305, valued at $3.2 million.
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-40092
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Gregory A Flood, Esq.
GREGORY A FLOOD
900 South Ave
Ste 300
Staten Island, NY 10314-3428
Tel: (718) 568-3678
Fax: (718) 568-3612
Email: floodlaw@gmail.com
Total Assets: $3,204,520
Total Liabilities: $2,690,452
The petition was signed by Domenic Tomasselo as secretary.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/CPMM3PI/Sand_Lane_Development_Corp__nyebke-24-40092__0001.0.pdf?mcid=tGE4TAMA
SHIFT TECHNOLOGIES: Jan. 23 Proposed Bid Deadline for Assets
------------------------------------------------------------
Hilco Streambank on Jan. 9, 2024, disclosed that it is seeking
offers to acquire the software and related intangible assets of
Shift Technologies, Inc., and its subsidiaries, a consumer-centric
omnichannel retailer for buying and selling used cars. The assets
available for sale include the proprietary software underlying the
company's technology stack, as well as legacy source code enabling
prior acquisition target's technologies, over 100 domain names
including Shift.com, Fair.com, and CarLotz.com, U.S. trademarks for
"Shift" and "CarLotz", and U.S.-issued patent US10664808.
The proposed deadline for bids to acquire the assets is January 23,
2024. An auction is tentatively scheduled for January 25, 2024.
These dates are subject to Bankruptcy Court approval.
Shift's technology solutions are on the leading edge of
transformation in the used car industry. Shift leveraged its
disruptive and proprietary machine learning-driven, end-to-end
e-commerce platform, with retail locations, to acquire and price
used cars based on aggregated real-time market data, predicted sale
prices, reconditioning requirements, and internal margin targets.
The company's innovative software--including its proprietary
pricing engine, direct-to-consumer e-commerce platform, third-party
marketplace, and dealership pricing engine as a service--provides
end-to-end digital solutions for both consumers and dealers at
every stage of the used car buying and selling lifecycle. Buyers
may acquire the entirety of Shift's codebase or individual
modules.
Hilco Streambank Executive Vice President, David Peress, commented,
"With a keen focus on transforming the used car customer journey
through a technology-driven experience, Shift redefined the way
used cars are priced, acquired, test driven, and sold." Speaking to
its market performance, Peress commented, "In 2022, Shift generated
more than $670 million in revenue, with 26 thousand units sold, and
a monthly average of 735,000 online visitors, highlighting the
enormous potential of the Shift technology to drive growth in a
technologically entrenched market." Peress continued, "A strategic
buyer could be uniquely positioned to capitalize on this
significant technology investment."
Click here for additional information. Interested parties may
contact Hilco Streambank directly at
Project+Shift@HilcoGlobal.com.
Shift Technologies, Inc., together with certain of its affiliates,
filed voluntary petitions for relief under chapter 11 of the
Bankruptcy Code on October 9, 2023. The case is pending before the
United State Bankruptcy Court for the Northern District of
California, San Francisco Division. Case No. 23-30687 (HLB). The
expected bid deadline and expected auction date, any potential
designation of a stalking horse bidder, and any transaction related
to the opportunity described herein, are subject to Bankruptcy
Court approval.
About Hilco Streambank
Hilco Streambank is a market-leading advisory firm specializing in
intellectual property valuation, advisory, and monetization. Having
completed numerous transactions, including sales in publicly
reported transactions, private transactions, and online sales
through IPv4.Global, Hilco Streambank has established itself as the
premier intermediary in the consumer brand, internet, technology,
and telecom communities. Hilco Streambank is part of Northbrook,
Illinois-based Hilco Global, the world's leading authority on
maximizing the value of business assets by delivering valuation,
monetization, and advisory solutions to an international
marketplace. Hilco Global operates more than twenty specialized
business units offering services that include asset valuation and
appraisal, retail and industrial inventory acquisition and
disposition, real estate, and strategic capital equity
investments.
About Shift Technologies, Inc.
Shift Technologies, Inc. is a consumer-centric omnichannel used car
retailer. The Company operates the Website http://www.shift.com/
and two locations in Oakland and Pomona, California.
Shift Technologies and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Lead Case
No. 23-30687) on Oct. 9, 2023. In the petitions signed by Jason
Curtis, chief financial officer, Shift Technologies disclosed up to
$50,000 in assets and up to $500,000 in liabilities.
Judge Hannah L. Blumenstiel oversees the cases.
The Debtor tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim
LLP as counsel and Omni Agent Solutions, Inc. as claims and
noticing agent.
SOLIMANO FRAMING: Case Summary & 14 Unsecured Creditors
-------------------------------------------------------
Debtor: Solimano Framing Group LLC
f/d/b/a Sierra Framing Group LLC
5070 Arville Street, Ste. 12
Las Vegas, NV 89118
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
District of Nevada
Case No.: 24-10079
Judge: Hon. August B. Landis
Debtor's Counsel: Matthew C. Zirzow, Esq.
LARSON & ZIRZOW, LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Tel: 702-382-1170
Email: mzirzow@lzlawnv.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Atilio Solimano, Jr., as co-managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/JOYNAEI/SOLIMANO_FRAMING_GROUP_LLC__nvbke-24-10079__0001.0.pdf?mcid=tGE4TAMA
SPORTS INTERIORS: Case Summary & 12 Unsecured Creditors
-------------------------------------------------------
Debtor: Sports Interiors, Inc.
1547 St. Paul Ave.
Gurnee, IL 60031
Business Description: The Debtor sells and installs its liner
system and metal halide lighting system for
indoor tennis facilities.
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-00297
Judge: Hon. Deborah L Thorne
Debtor's Counsel: David K. Welch, Esq.
BURKE, WARREN, MACKAY & SERRITELLA, P.C.
330 N. Wabash
21st Floor
Chicago, IL 60611
Tel: 312-840-7122
Email: dwelch@burkelaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert VanDixhorn as president, a
director and a shareholder.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6Z6FMFY/Sports_Interiors_Inc__ilnbke-24-00297__0001.0.pdf?mcid=tGE4TAMA
STUDIOKAZA MOBILI: Hires Edelboim Lieberman Revah as Counsel
------------------------------------------------------------
Studiokaza Mobili, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Edelboim
Lieberman Revah PLLC as counsel.
The firm will provide these services:
a. advise the Debtor with respect to its powers and duties in
the continued management and operation of its business and
properties;
b. attend meetings and negotiating with representatives of
creditors and other parties, and consulting on the conduct of the
case, including all of the legal and administrative requirements of
operating in Chapter 11;
c. advise the Debtor in connection with post-petition financing
arrangements and drafting documents relating thereto;
d. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the estate,
negotiations concerning all litigation in which the Debtor may be
involved and objections to claims filed against the estate;
e. prepare legal papers;
f. negotiate and prepare a plan of reorganization, disclosure
statement and all related documents, and taking any necessary
action to obtain confirmation of the plan;
g. attend meetings with third parties and participating in
negotiations;
h. appear before the bankruptcy court, appellate courts and the
Office of the U.S. Trustee; and
i. perform all other necessary legal services for the Debtor.
The firm will be paid as follows:
Attorneys $215 to $550 per hour
Paralegals $125 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
The firm received from the Debtor a retainer of $50,000.
Morgan Edelboim, Esq., a partner at Edelboim, 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 at:
Morgan Edelboim, Esq.
Edelboim Lieberman Revah PLLC
20200 W. Dixie Highway, Suite 905
Aventura, FL 33180
Tel: (305) 768-9909
Fax: (305) 928-1114
Email: morgan@elrolaw.com
About Studiokaza Mobili, LLC
StudioKaza Mobili, LLC offers exclusive and luxury furniture,
high-end furnishings, custom-made woodworking, marbles and
granites, residential automation, and unique-designed accessories
from global partners.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20746) on December
27, 2023. In the petition signed by Marco Andrade, authorized
representative, operations vice president, the Debtor disclosed up
to $10 million in both assets and liabilities.
Morgan Edelboim, Esq., at Edelboim Lieberman Revah PLLC, represents
the Debtor as legal counsel.
TEXASWATERSERVICES LLC: Seeks Cash Collateral Access
----------------------------------------------------
TexasWaterServices, LLC asks the U.S. Bankruptcy Court for the
Western District of Texas, Austin Division, for authority to use
cash collateral and provide adequate protection.
The Debtor depends on the use of cash collateral for payroll,
insurance, and general operating expenses. Revenue is generated
through the Debtor's management and operation of its plumbing
business.
A search in the Texas Secretary of State shows that allegedly
secured positions are held, in order of priority, by: Channel
Partners Capital, and an Unknown UCC Creditor.
The Debtor requests authority to use the cash collateral for
expenses set forth on the budget, with a 5% variance.
A copy of the motion is available at https://urlcurt.com/u?l=1wMHZe
from PacerMonitor.com.
About TexasWaterServices, LLC
TexasWaterServices, LLC offers plumbing services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10020-smr) on January
8, 2024. In the petition signed by Dwayne Justice, managing member,
the Debtor disclosed up to $1 million in both assets and
liabilities.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
legal counsel.
TROIKA MEDIA: Final Hearing Today on Blue Torch DIP Loan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Troika Media Group Inc. and affiliates to use cash
collateral and obtain postpetition senior secured financing, on an
interim basis.
The Debtors are permitted to receive senior secured postpetition
financing on a superpriority basis in the form of a senior secured,
superpriority multiple draw term loan facility in an aggregate
principal amount of up to $11 million, of which $10.3 will be made
available upon entry of the second interim order.
Blue Torch Finance LLC serves as as administrative agent and
collateral agent under the DIP loan agreement.
Unless terminated earlier pursuant to the DIP Loan Documents and
the Second Interim Order, the DIP Facility will terminate on a date
that is 35 days after the Petition Date absent the Court’s entry
of a Final Order in form and substance satisfactory to the Debtors
and the DIP Agent at the direction of the Required DIP Lenders,
subject to the Court's availability.
The Prepetition Secured Obligors were indebted and liable to the
Prepetition Secured Lenders for term loans totaling approximately
$71.8 million.
As adequate protection for the use of cash collateral, the
Prepetition Secured Lenders are granted a valid, binding,
enforceable, non-avoidable and automatically and properly
perfected replacement security interest in and lien upon all of the
DIP Collateral including all Unencumbered Property upon the date of
the Second Interim Order and, upon entry of a Final Order.
The Prepetition Secured Parties are also granted a superpriority
administrative expense claim in Chapter 11 Cases and Successor
Cases, subject to DIP Superpriority Claims and Carve Out. The
Adequate Protection Claim has priority over administrative
expenses, and will be payable from all DIP collateral, including
Unencumbered Property, following priorities set forth in the
Bankruptcy Code.
The Debtors are required to comply with these milestones:
a. On the Petition Date, the Debtors must file an appropriate
motion with the Bankruptcy Court for entry of (i) an order
providing for bid procedures for the sale of all or substantially
all of the Debtors' assets and establishing a date that is no later
than 58 calendar days after the Petition Date as the deadline for
the submission of binding bids with respect to their assets and
(ii) an order providing for the sale of any of all or substantially
all of the Debtors' assets pursuant to 11 U.S.C. section 363;
b. No later than four Business Days after the Petition Date,
the Bankruptcy Court must have entered the Second Interim Order;
c. No later than December 22, 2023, the Debtors must file the
Escrow Mediation Motion;
d. No later than January 8, 2024, the Debtors must file the
Escrow Litigation Stay Pleadings;
e. No later than 30 calendar days after the Petition Date, the
Bankruptcy Court must have entered the Final Order, subject to the
availability of the Bankruptcy Court to conduct a Final Hearing on
the DIP Facility;
f. No later than 30 calendar days after the Petition Date, the
Bankruptcy Court must have entered an order approving the Bid
Procedures, which order will be in form and substance acceptable to
the Debtors and the DIP Agent at the direction of the Required DIP
Lenders;
g. No later than 65 calendar days after the Petition Date, the
Debtors must commence an auction for the Acquired Assets, in
accordance with the Bid Procedures; provided that if there is no
higher or better offer submitted in comparison to the stalking
horse bid(s), no auction will be held;
h. No later than 70 calendar days after the Petition Date, the
Bankruptcy Court must have entered an order (which must be in form
and substance acceptable to the Debtors and the DIP Agent acting at
the direction of the Required DIP Lenders) approving the winning
bid and the ultimate sale of the Acquired Assets; and
i. Consummation of the sale of the Acquired Assets, must occur
no later than the date that is 75 calendar days after the Petition
Date.
A final hearing on the matter is set for January 11, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=cJLjhw
from Kroll Restructuring Administration, LLC, the claims agent.
About Troika Media Group
Troika Media Group, Inc., a New York-based company and its
affiliates, operate a media advertising professional services
company. Troika Media Group's core asset is the 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.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP.
Counsel to the lenders and the agents under the Debtors'
prepetition secured credit facility and the lenders and the agents
under the Debtors' debtor-in-possession financing facility:
Roger Schwartz, Esq.
Michael Handler, Esq.
Robert Nussbaum, Esq.
King & Spalding
1185 Avenue of the Americas, 34th Floor
New York, NY 10036
E-mail: rschwartz@kslaw.com
mhandler@kslaw.com
rnussbaum@kslaw.com
VIRGINIA REAL: Hires Method CPA, Inc. as Accountant
---------------------------------------------------
Virginia Real Estate Services and Rentals, LLC seeks approval from
the U.S. Bankruptcy Court for the Western District of Virginia to
employ Method CPA, Inc., as accountant.
The firm's services include:
a. preparing tax returns and providing tax accounting advice,
as needed.
b. providing support and testimony, if needed, for motions
filed during these chapter 11 cases;
c. providing other accounting or administrative functions and
services as may be required due to unanticipated events or
strategic decisions; and
d. performing such other services and functions that may be
necessary in the course of the engagement as agreed between Method
CPA, Inc., and the Debtor.
The firm will be paid at these rates:
Quentin C. Daugherty $250 per hour.
Staff members $80 to $160 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Quentin C. Daugherty, a partner at Method CPA, Inc, 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:
Quentin C. Daugherty
METHOD CPA, INC.
1100 N Shenandoah Ave # C
Front Royal, VA 22630
Tel: (540) 635-7729
About Virginia Real Estate Services
Virginia Real Estate Services and Rentals LLC is primarily engaged
in renting and leasing real estate properties.
Virginia Real Estate Services and Rentals LLC sought relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.
Va. Case No. 23-50486) on October 16, 2023. In the petition signed
by Dale King, as manager and sole member, the Debtor reports
estimated assets between $1 million and $10 million and estimated
liabilities between $500,000 and $1 million.
Judge Rebecca B. Connelly oversees the case.
The Debtor is represented by H. David Cox, Esq. at Cox Law Group,
PLLC.
VITAL ENERGY: Moody's Ups CFR to B1 & Senior Unsecured Notes to B2
------------------------------------------------------------------
Moody's Investors Service upgraded Vital Energy, Inc.'s Corporate
Family Rating to B1 from B2, Probability of Default Rating to B1-PD
from B2-PD and senior unsecured notes rating to B2 from B3, and
maintained the stable outlook. Vital's SGL-2 Speculative Grade
Liquidity (SGL) rating remains unchanged.
"Vital Energy's upgrade and stable outlook reflects its leverage
metrics likely remaining solid as the company's near-term free cash
flow is used to pay down more debt or acquire additional assets and
enhance cash flow," said Amol Joshi, Moody's Vice President and
Senior Credit Officer.
RATINGS RATIONALE
The upgrade to B1 CFR follows Vital's increased scale and
diversification after closing several Permian Basin acquisitions in
the fourth quarter of 2023 and building up its Delaware Basin
position. Vital's 2024 production should comfortably exceed 100
thousand barrels of oil equivalent (boe) per day, materially higher
than 2021-22 average volumes, and its exposure to prolific
oil-weighted properties in the Permian Basin should support its
growth. The company equity-funded a significant portion of these
acquisitions, and it maintains leverage metrics that are
supportive.
Vital's B1 CFR benefits from its production and reserve base in the
Permian Basin, high degree of operational control, retained
gathering assets within its legacy production corridors and
management's track record of mitigating cash flow volatility by
hedging a significant proportion of its oil and gas production.
The company is challenged by its meaningful proportion of lower
return legacy natural gas reserve base. Vital's strategy is to
focus drilling on its more oily acreage to raise the proportion of
profitable production while significantly reducing new drilling
activity on its legacy acreage. This should support higher oil
content in the company's production mix, which reinforces margins
and returns as long as capital and operating costs remain under
control. While the oil proportion of its production mix is higher,
Vital has pursued acquisitions to bolster its limited high impact
footprint. The strategy entails significant capital expenditures
required to acquire and develop undeveloped acreage and grow oil
production. Moody's expects the company to fund such future
acquisitions using a balance of debt and equity. As activity in its
core Howard County acreage will be limited by drilling inventory,
the company is expected to transition activity to its acquired
acreage elsewhere, including in the Delaware Basin.
The unsecured notes are rated B2, one notch below Vital's B1 CFR,
reflecting the priority claim of the senior secured credit facility
that has a first lien on most of Vital's assets.
Vital's SGL-2 Speculative Grade Liquidity Rating reflects its good
liquidity. At September 30, the company had almost $590 million of
cash and no outstanding borrowings under its credit facility.
Following the discharge of the 2025 notes and funding the cash
portion of the acquisitions, Vital should have limited balance
sheet cash and modest outstanding revolver borrowings. The amended
revolver has a borrowing base of $1.5 billion with an elected
commitment of $1.25 billion and matures in September 2027. Vital 's
revolver has financial covenants including maximum Consolidated
Total Leverage Ratio of 3.5x and current ratio of at least 1x.
Vital's next notes maturity will be in 2028. Moody's expects the
company to have comfortable headroom under its covenants into
2025.
Vital's stable rating outlook is based on Moody's expectation that
Vital should maintain solid leverage metrics while managing its
capital program and liquidity prudently.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Vital consistently generates
positive free cash flow while balancing leverage and any
shareholder returns in line with actual results and cash flow,
grows oil production and inventory in a supportive commodity price
environment, leveraged full cycle ratio (LFCR) sustainably exceeds
1.5x and retained cash flow (RCF) to debt exceeds 50%. Moody's
could consider a downgrade if Vital's production volumes materially
decline, RCF to debt falls below 25%, liquidity deteriorates
significantly or the company borrows to fund acquisitions or
shareholder returns causing debt to grow materially faster than
cash flow.
Vital Energy, Inc. is a Tulsa, Oklahoma based publicly traded
independent exploration and production company with primary assets
in the Permian Basin.
WATCHMEN SECURITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Watchmen Security LLC
3976 Georgetown Road, Suite B
Indianapolis IN 46254
Business Description: Watchmen Security is a commercial security,
and surveillance company in Indianapolis,
Indiana. Watchmen Security specializes in
physical security, camera installation,
surveillance and low voltage security.
Chapter 11 Petition Date: January 9, 2024
Court: United States Bankruptcy Court
Southern District of Indiana
Case No.: 24-00087
Judge: Hon. James M. Carr
Debtor's Counsel: David Krebs, Esq.
HESTER BAKER KREBS LLC
One Indiana Sq Suite 1330
Indianapolis, IN 46204
Tel: 317-833-3030
Email: dkrebs@hbkfirm.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Austin Smith as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OMRIL5A/Watchmen_Security_LLC__insbke-24-00087__0001.0.pdf?mcid=tGE4TAMA
WEC US HOLDINGS: Moody's Rates New Secured First Lien Loans 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to WEC US Holdings
Ltd.'s ("Westinghouse") proposed credit facilities - including the
new backed senior secured first lien revolving credit facility, and
the new backed senior secured first lien term loan.
Westinghouse's B1 Corporate Family Rating, and Probability of
Default Rating of B1-PD are unchanged. The rating outlook is
stable.
RATINGS RATIONALE
With the proposed transaction, Westinghouse is refinancing its
entire capital structure and pushing out the maturities. The
company's existing term loans (the backed senior secured
incremental first lien term loan), backed senior secured first lien
revolving bank credit facility and ABL facility (unrated) will be
replaced by a new senior secured first lien term loan, a new
revolving credit facility (upsized by $75 million), and a new ABL
facility. The refinancing is expected to be leverage neutral.
Westinghouse's B1 CFR reflects its (1) well-entrenched market
position as a supplier and servicer of nuclear reactors around the
world – with high barriers to entry and touching more than 50% of
the nuclear power plants worldwide, (2) a solid utility &
government customer base, (3) recurring revenue profile given solid
contracts and high renewal rates, (4) emerging tailwinds for the
nuclear power sector in the context of global decarbonization
efforts, which could present opportunities for organic growth, and
(5) strong cash flow generating potential for the business.
However, the rating is constrained by (1) lack of end-market
diversity, (2) elevated financial leverage and modest interest
coverage, although with the potential for modest improvement in
metrics over time under the new ownership, (3) prioritization of
cash flow for reinvestment and dividend payments, and (4) potential
for M&A risk as evidenced by transactions over the last few years.
As a key supplier of fuel, parts and services to the fleet of
nuclear reactors globally, Westinghouse stands to benefit from the
emerging tailwinds for the sector as countries around the world are
focused on decarbonization, with nuclear playing a part in their
future energy mix. This development provides an extended runway for
suppliers in the nuclear value chain, including Westinghouse.
Additionally, there is emerging demand for new nuclear power plant
construction in Europe, although it is unlikely to materialize and
contribute to earnings in the near-term. Westinghouse also has
upside optionality through its small-scale nuclear reactor
technologies, which are still in development.
Westinghouse is expected to have good liquidity over the next 12-18
months. At September 30, 2023 Westinghouse had $131 million of cash
and $120 million available under its two old revolvers – a $200
million ABL facility (unrated) and a $200 million revolving credit
facility. Proforma for the refinancing, Westinghouse's liquidity
would improve by $75 million, as a result of the upsizing of the
revolving credit facility. The company should generate positive
free cash flow in 2024 with results expected to benefit from its
sizeable order backlog and the recurring nature of the services it
provides. Following the refinancing, the company would have no
meaningful debt maturities prior to 2029.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of 100% of closing date EBITDA and
100% of consolidated EBITDA, plus unused amounts available under
the general debt basket and/or any other debt basket that can be
secured with a pari passu lien, plus unlimited amounts subject to
the greater of the closing date first lien net leverage ratio and
the ratio prior to the incurrence. There is an inside maturity
sublimit up to the greater of (x) 150% of closing date EBITDA and
(y) 150% of consolidated EBITDA, along with amounts originally
incurred under the first lien incremental dollar basket and/or
prepayments/extensions basket, amounts incurred to fund permitted
acquisitions and investments, the reallocated debt amount basket
and customary term A loans. There are no "blocker" provisions which
prohibit the transfer of specified assets to unrestricted
subsidiaries. There are no protective provisions restricting an
up-tiering transaction.
Amounts up to 200% of unused capacity from the builder basket, the
general investments basket, the unrestricted subsidiary investments
basket, the restricted payments and the restricted debt payments
covenants may be reallocated to incur debt on a junior basis.
The stable outlook reflects Moody's expectations for stable
operating performance and strong cash flow generation over the next
12-18 months, with cash flow being prioritized for organic and/or
inorganic growth opportunities and shareholder distributions, with
a gradual de-levering over the next few years.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company consistently generates
positive free cash flow and uses it to reduce outstanding debt. A
leverage ratio sustained below 4.0x and interest coverage (EBITA /
interest expense) above 3.0x could support an upgrade.
The ratings could be downgraded if the company has a weaker than
expected operating performance, pursues M&A activity or shareholder
friendly actions that result in negative free cash flow or a
material deterioration in its credit metrics. The leverage ratio
sustaining above 5.5x or the interest coverage ratio persisting
below 1.5x could lead to a downgrade. A significant reduction in
borrowing availability or liquidity could also result in a
downgrade.
WEC US Holdings Ltd., headquartered in Cranberry Township, PA
provides engineering, maintenance and repair services as well as
highly-engineered parts and consumables to the global nuclear power
sector. The company provides engineering support to nuclear plant
operators, designs and manufactures fuel for nuclear reactors,
provides maintenance services during required and planned outages,
manufactures specialized components and parts, and provides
decontamination, decommissioning, remediation and waste management
services for nuclear power plants. The company generated revenues
of about $4.3 billion during the twelve months ended September 30,
2023.
WHITESTONE UPTOWN: Hires Ilasmos Ventures LLC as Accountant
-----------------------------------------------------------
Whitestone Uptown Tower, LLC a/k/a Pillarstone Capital REIT
Operating Partnership seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Ilasmos Ventures, LLC
as accountant.
The firm's services include:
a. assisting the Debtor in preparing customary accounting
books and records
b. assisting the Debtor in implementing appropriate accounting
systems and procedures;
c. assisting the Debtor in preparing financial statements and
other financial reports;
d. assisting the Debtor in preparing monthly operating
reports;
e. testifying on behalf of the Debtor if necessary; and
f. generally taking any reasonable actions and initiatives
necessary to maintain Debtor's books, records, and accounting
procedures in accordance with generally accepted accounting
principles.
The firm will be paid at the rates of $350 per hour for regular
ongoing services, and $600 per hour for depositions, testimony, or
litigation support services.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin Chessner, CPA, a partner at ilasmos Ventures, 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:
Kevin Chessner
Ilasmos Ventures, LLC
18431 Cypress Rosehill, Cypress
Harris County, TX 77429
About Whitestone Uptown Tower
Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1,
2023. In the petition signed by Bradford Johnson, authorized
representative, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Michelle V Larson oversees the case.
Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC
represents the Debtor as legal counsel.
WHITESTONE UPTOWN: Hires Marcus & Millichap Corporation as Broker
-----------------------------------------------------------------
Whitestone Uptown Tower, LLC a/k/a Pillarstone Capital REIT
Operating Partnership seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Marcus & Millichap
Corporation as broker.
The firm's services include:
a. representing the Debtor as its agent in all aspects of
identifying and qualifying with new sources of financing of the
real property located at 4144 North Central Expressway in Dallas,
Texas;
b. participating in meetings with the Debtor and potential
financing sources;
c. providing necessary information to prospective financing
sources;
d. assisting the Debtor in completing any credit applications
or approvals required by any financing sources;
e. negotiating the terms and form of notes, deeds of trust and
other loan documents; and
f. generally taking any reasonable actions and initiatives
necessary to secure new financing for the Property.
The firm will be paid at the rate of 1 percent of the aggregate of
any financing proceeds obtained by Broker.
Brandon Wilhite, a Senior Director at Marcus & Millichap
Corporation, 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:
Brandon Wilhite
Marcus & Millichap Corporation
3131 Turtle Creek Blvd., Suite 1200
Dallas, TX 75204
Tel: (972) 267-0600
About Whitestone Uptown Tower
Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1,
2023. In the petition signed by Bradford Johnson, authorized
representative, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Michelle V Larson oversees the case.
Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC
represents the Debtor as legal counsel.
[*] Jeffrey Gilbert Joins Greenspoon Marder's Litigation Practice
-----------------------------------------------------------------
Greenspoon Marder expands the firm's Litigation practice group with
the addition of partner Jeffrey Gilbert in the Miami office.
Drawing on nearly 40 years of experience, Mr. Gilbert represents
clients in a wide range of business and financial disputes,
including Fortune 500 companies and international businesses, in an
array of litigation, ranging from shareholder and partnership
disputes to bet-the-company lawsuits and material contract
breaches. He also represents developers, real estate lenders,
financial institutions, REITs, special servicers, and receivers in
property, real estate, financial, and construction disputes.
"I am excited to embark on a new chapter with Greenspoon Marder and
join its esteemed litigation group. I am eager to contribute to the
firm's innovative and entrepreneurial spirit in delivering client
successes," said Mr. Gilbert.
"Jeffrey's experience in complex business litigation, real estate
disputes, and consumer financial services aligns perfectly with our
firm's comprehensive approach to legal challenges. We are confident
that his skills, honed through years of work at some of the largest
law firms in the country, will further strengthen our litigation
capabilities," said Michael Marder, co-managing director of
Greenspoon Marder.
"We are delighted to welcome Jeffrey to Greenspoon Marder, and look
forward to leveraging his years of experience and business and
community connections to further enhance the services we provide to
our clients," said Gerald Greenspoon, co-managing director of
Greenspoon Marder.
Mr. Gilbert has been widely recognized for his contributions to the
legal field. He has been named among the "Best Lawyers in America"
by U.S. News and World Report for Commercial Litigation, Bankruptcy
Litigation, and Real Estate litigation each year dating back to
2013 and has been recognized among "South Florida's Top Lawyers"
since 2005 by South Florida Legal Guide. In addition to his
practice, Mr. Gilbert is deeply involved in his community. Among
many organizations, he is a member of the Greater Miami Jewish
Federation Leadership Council, formerly served as the Vice
President of the Jewish Museum of Florida and serves on the Board
of Governors for Temple Menorah.
About Greenspoon Marder
Greenspoon Marder LLP -- http://www.gmlaw.com-- is a full-service
law firm with over 240 attorneys and more than 20 office locations
across the United States. With operations from Miami to New York
and from Denver to Los Angeles, the firm attracts some of the
nation's top talent in key markets and innovation hubs. Its core
practice areas include Real Estate, Litigation, and Transactional
Services, complemented by the capabilities of a full-service firm.
Greenspoon Marder has held a spot on The American Lawyer's Am Law
200 as one of the top law firms in the U.S. since 2015, and its
goal is to provide exceptional client service by developing a
thorough understanding of each client's business needs and
objectives in order to provide strategic, cost-effective
solutions.
[*] Kramer Levin Promotes Amy Caton to Bankruptcy Practice Co-Chair
-------------------------------------------------------------------
Kramer Levin on Jan. 8, 2024, announced the promotion of Amy Caton
to co-chair of the firm's Bankruptcy and Restructuring practice.
Caton will co-lead the group along with current co-chair Kenneth H.
Eckstein. Thomas Moers Mayer will step down from his co-chair
position and will continue as a senior partner in Kramer Levin's
Bankruptcy and Restructuring department.
"Amy is widely respected as one of the nation's top bankruptcy
lawyers and is an exceptional leader and mentor within the firm,"
said Kramer Levin co-managing partners Paul H. Schoeman and Howard
T. Spilko. "Ken and Tom led the Kramer Levin bankruptcy group as a
team for 14 years, during which the stature and prominence of our
bankruptcy group has become renowned. We know that Amy and Ken will
continue this strong tradition of group leadership, and we look
forward to their continued success."
For the past 25 years, Ms. Caton has represented investors, groups
and creditors' committees in many of the nation's most complex and
highest-profile restructurings, including Puerto Rico, PREPA
(Puerto Rico Electric and Power Authority), Hertz, Brazos Electric,
PG&E, AES PR, Purple Line, American Airlines and General Motors.
Ms. Caton has received many accolades for her accomplishments, with
American Lawyer naming her a "Dealmaker of the Year" and
Turnarounds & Workouts naming her three times in its short list of
"Restructuring Lawyers of the Year." Ms. Caton is a Class of 2024
member of the American College of Bankruptcy and member of the
Society of Municipal Analysts. She is also a member of Kramer
Levin's Executive Committee, where she has served since her
election in 2015.
Ken Eckstein, Bankruptcy and Restructuring department co-chair,
said, "We are very fortunate at Kramer Levin to have a wealth of
talented, experienced restructuring partners to attract and run our
complex bankruptcy cases and out-of-court restructurings. Amy's
talent and intelligence in representing clients and leading teams
have been a mainstay of the Kramer Levin bankruptcy team for years.
Tom and I are both thrilled that Amy is stepping up to co-chair the
group."
"I am excited to co-lead our exceptional group and help us continue
our tradition of excellence and cutting-edge, creative
representation that we are known for among our clients," said
Caton.
Ms. Caton's appointment is one of many developments within the
bankruptcy practice, which has long been considered one of the best
in the nation. Kramer Levin appointed Bankruptcy and Restructuring
partner Adam Rogoff to co-lead the firm's multidisciplinary health
care industry group in 2023. Last year, the firm also hired lateral
partners Alexander Woolverton and Scott Welkis, who co-lead the
firm's Special Situations practice. In 2022, Kramer Levin combined
with DC litigation and appellate boutique Robbins, Russell,
Englert, Orseck & Untereiner LLP, adding to the enormous depth of
litigation talent on the bankruptcy team.
In the past few months, Kramer Levin has been selected as counsel
for the unsecured creditors' committee of Rite Aid Corp. and the
unsecured creditors' committee of Genesis Care, as well as for
holders of $400 million of Fulcrum bonds and holders of $350
million of Enviva bonds. The firm was also selected as counsel for
the unsecured creditors' committee of Endo Pharmaceuticals last
year.
About Kramer Levin Naftalis & Frankel LLP
Kramer Levin -- http://www.kramerlevin.com-- provides its clients
with proactive, creative and pragmatic solutions that address
today's most challenging legal issues. The firm is headquartered in
New York with offices in Silicon Valley, Washington, DC, and Paris
and fosters a strong culture of involvement in public and community
service.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Maidulsafa LLC
Bankr. E.D.N.Y. Case No. 23-44868
Chapter 11 Petition filed December 29, 2023
See
https://www.pacermonitor.com/view/RKBZ7VY/Maidulsafa_LLC__nyebke-23-44868__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Thomas M. Connelly and Nancee A. Connelly
Bankr. D. Ariz. Case No. 24-00017
Chapter 11 Petition filed January 2, 2024
represented by: Allan Newdelman, Esq.
ALLAN D NEWDELMAN PC
In re SCO Enterprises, Inc.
Bankr. M.D. Fla. Case No. 24-00006
Chapter 11 Petition filed January 2, 2024
See
https://www.pacermonitor.com/view/MWZGYHI/SCO_Enterprises_Inc__flmbke-24-00006__0001.0.pdf?mcid=tGE4TAMA
represented by: Jonathan M. Bierfeld, Esq.
MARTIN LAW FIRM
E-mail:
jonathan.bierfeld@martinlawfirm.com
In re AWMG LLC
Bankr. N.D. Ga. Case No. 24-50023
Chapter 11 Petition filed January 2, 2024
See
https://www.pacermonitor.com/view/GFD6NJY/AWMG_LLC__ganbke-24-50023__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Bellvilla Services, LLC
Bankr. N.D. Ga. Case No. 24-50029
Chapter 11 Petition filed January 2, 2024
See
https://www.pacermonitor.com/view/M4CHY5A/Bellvilla_Services_LLC__ganbke-24-50029__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Chicago Equities LLC
Bankr. N.D. Ga. Case No. 24-50025
Chapter 11 Petition filed January 2, 2024
See
https://www.pacermonitor.com/view/GCUPHDI/Chicago_Equities_LLC__ganbke-24-50025__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re HP Enterprise Group LLC
Bankr. N.D. Ga. Case No. 24-10006
Chapter 11 Petition filed January 2, 2024
See Petition at PacerMonitor.com
Filed Pro Se
In re New Shield of Faith Christian Ministries, Inc.
Bankr. N.D. Ga. Case No. 24-50022
Chapter 11 Petition filed January 2, 2024
See
https://www.pacermonitor.com/view/D5IQFEQ/New_Shield_of_Faith_Christian__ganbke-24-50022__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re One Tea J Construction, LLC
Bankr. N.D. Ga. Case No. 24-20001
Chapter 11 Petition filed January 2, 2024
See
https://www.pacermonitor.com/view/DTK2IMI/One_Tea_J_Construction_LLC__ganbke-24-20001__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Otis Delyn Hutchinson
Bankr. N.D. Ga. Case No. 24-50039
Chapter 11 Petition filed January 2, 2024
In re J. Michael Smith Construction, LLC
Bankr. S.D. Ga. Case No. 24-40005
Chapter 11 Petition filed January 2, 2024
See
https://www.pacermonitor.com/view/YSG6Q6Y/J_Michael_Smith_Construction_LLC__gasbke-24-40005__0001.0.pdf?mcid=tGE4TAMA
represented by: Jon Levis, Esq.
LEVIS LAW FIRM, LLC
E-mail: levis@levislawfirmllc.com
In re Charles Blake Stringer
Bankr. N.D. Tex. Case No. 24-20000
Chapter 11 Petition filed January 2, 2024
represented by: Max Tarbox, Esq.
TARBOX LAW, P.C.
Email: tami@tarboxlaw.com
In re Hugh Shannonhouse
Bankr. S.D. Tex. Case No. 24-30024
Chapter 11 Petition filed January 2, 2024
represented by: Troy Wilson, Esq.
In re New Alexandria Holdings, LLC
Bankr. S.D. Tex. Case No. 24-30026
Chapter 11 Petition filed January 2, 2024
See
https://www.pacermonitor.com/view/QMVGCLI/Reese_New_Alexandria_Holdings__txsbke-24-30026__0001.0.pdf?mcid=tGE4TAMA
represented by: Reese Baker, Esq.
BAKER & ASSOCIATES
E-mail: courtdocs@bakerassociates.net
In re Flannery LLC
Bankr. E.D. Ark. Case No. 24-10014
Chapter 11 Petition filed January 3, 2024
See
https://www.pacermonitor.com/view/FWOZQ5Q/Flannery_LLC__arebke-24-10014__0001.0.pdf?mcid=tGE4TAMA
represented by: Carl W. Hopkins, Esq./
Donald A. Brady, Jr., Esq.
CARL W HOPKINS PA
E-mail: cwhopkins@hopkinslawoffices.com
In re Orlando F. Cabanday, Jr.
Bankr. C.D. Cal. Case No. 24-10037
Chapter 11 Petition filed January 3, 2024
In re Reel Trini LLC
Bankr. M.D. Fla. Case No. 24-00017
Chapter 11 Petition filed January 3, 2024
See
https://www.pacermonitor.com/view/AENSLNY/Reel_Trini_LLC__flmbke-24-00017__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Anita Lucille Freeman
Bankr. S.D. Fla. Case No. 24-10033
Chapter 11 Petition filed January 3, 2024
represented by: Lucie Fleurimond, Esq.
In re Lphorc, LLC
Bankr. S.D. Fla. Case No. 24-10025
Chapter 11 Petition filed January 3, 2024
See
https://www.pacermonitor.com/view/VSEMPHQ/Lphorc_LLC__flsbke-24-10025__0001.0.pdf?mcid=tGE4TAMA
represented by: Tate M. Russack, Esq.
RLC, PA
E-mail: Tate@russack.net
In re 1380 Realty NY LLC
Bankr. E.D.N.Y. Case No. 24-40017
Chapter 11 Petition filed January 3, 2024
See
https://www.pacermonitor.com/view/J2W3TII/1380_Realty_NY_LLC__nyebke-24-40017__0001.0.pdf?mcid=tGE4TAMA
represented by: Linda Tirelli, Esq.
TIRELLI LAW GROUP, LLC
E-mail: LTirelli@tirellilawgroup.com
In re 2073 Development LLC
Bankr. E.D.N.Y. Case No. 24-40028
Chapter 11 Petition filed January 3, 2024
See
https://www.pacermonitor.com/view/3IWGINA/2073_Development_LLC__nyebke-24-40028__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Garth Middaugh
Bankr. M.D. Tenn. Case No. 24-00008
Chapter 11 Petition filed January 3, 2024
represented by: Justin Campbell, Esq.
In re Schmoldt Construction, Inc.
Bankr. E.D. Tex. Case No. 24-40041
Chapter 11 Petition filed January 3, 2024
See
https://www.pacermonitor.com/view/3T22J7A/Schmoldt_Construction_Inc__txebke-24-40041__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric Liepins, Esq.
ERIC A. LIEPINS
E-mail: agenda@ealpc.com
In re Jaime K Courtney and Jane A Carter
Bankr. W.D. Wash. Case No. 24-10008
Chapter 11 Petition filed January 3, 2024
represented by: Alan Wenokur, Esq.
In re Noonday Solar, LLC
Bankr. D. Ariz. Case No. 24-00062
Chapter 11 Petition filed January 4, 2024
See
https://www.pacermonitor.com/view/BRFODOI/Noonday_Solar_LLC__azbke-24-00062__0001.0.pdf?mcid=tGE4TAMA
represented by: Jonathan P. Ibsen, Esq.
CANTERBURY LAW GROUP
E-mail: jibsen@clgaz.com
In re Zenith In East Rutherford LLC
Bankr. S.D. Fla. Case No. 24-10081
Chapter 11 Petition filed January 4, 2024
See
https://www.pacermonitor.com/view/7PZN6JA/Zenith_In_East_Rutherford_LLC__flsbke-24-10081__0001.0.pdf?mcid=tGE4TAMA
represented by: Ronald Scott Kaniuk, Esq.
KANIUK LAW OFFICE, P.A.
E-mail: ron@kaniuklawoffice.com
In re 111 Ronald Road IL, LLC
Bankr. N.D. Ill. Case No. 24-00076
Chapter 11 Petition filed January 4, 2024
See
https://www.pacermonitor.com/view/NAVO2DY/111_Ronald_Road_IL_LLC__ilnbke-24-00076__0001.0.pdf?mcid=tGE4TAMA
represented by: James Graham, Esq.
THE LAW OFFICE OF JAMES A GRAHAM, LLC
E-mail: jgraham@jamesgrahamlaw.com
In re 421 Maggie Ave LLC
Bankr. D.N.J. Case No. 24-10097
Chapter 11 Petition filed January 4, 2024
See
https://www.pacermonitor.com/view/ZCWIKSA/421_Maggie_Ave_LLC__njbke-24-10097__0001.0.pdf?mcid=tGE4TAMA
represented by: Bruce H. Levitt, Esq.
LEVITT & SLAFKES, P.C.
In re Whitehead Estates LLC
Bankr. E.D.N.Y. Case No. 24-40044
Chapter 11 Petition filed January 4, 2024
See
https://www.pacermonitor.com/view/ALX3JCA/Whitehead_Estates_LLC__nyebke-24-40044__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Carolina Panel and Glass Erectors, Inc.
Bankr. E.D.N.C. Case No. 24-00040
Chapter 11 Petition filed January 4, 2024
See
https://www.pacermonitor.com/view/KT3VTMQ/Carolina_Panel_and_Glass_Erectors__ncebke-24-00040__0001.0.pdf?mcid=tGE4TAMA
represented by: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
E-mail: dbradford@bradford-law.com
In re Daniel S. De La Garza
Bankr. S.D. Tex. Case No. 24-30053
Chapter 11 Petition filed January 4, 2024
represented by: Joan Davenport, Esq.
In re Jimmy Ray Lewis, Jr. and Dorina Joy Lewis
Bankr. W.D. Tex. Case No. 24-50029
Chapter 11 Petition filed January 4, 2024
represented by: William Davis, Esq.
LANGLEY & BANACK, INC.
In re Hassan Niakan
Bankr. E.D. Va. Case No. 24-10010
Chapter 11 Petition filed January 4, 2024
represented by: John P. Forest, II, Esq.
In re Miguel Chavez
Bankr. C.D. Cal. Case No. 24-10030
Chapter 11 Petition January 5, 2024
represented by: Robert Goe, Esq.
In re Mary Brueheim
Bankr. N.D. Cal. Case No. 24-40017
Chapter 11 Petition January 5, 2024
represented by: Arasto Farsad, Esq.
In re Terry Allen Colip
Bankr. D. Colo. Case No. 24-10043
Chapter 11 Petition January 5, 2024
represented by: Bonnie Bell Bond, Esq.
LAW OFFICE OF BONNIE BELL BOND
E-mail: BONNIE@BELLBONDLAW.COM
In re PSG Concrete & Excavation, LLC
Bankr. M.D. Fla. Case No. 24-00044
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/26OYSBY/PSG_Concrete__Excavation_LLC__flmbke-24-00044__0001.0.pdf?mcid=tGE4TAMA
represented by: Melissa Youngman, Esq.
WINTER PARK ESTATE PLANS & REORGS
E-mail: my@melissayoungman.com
In re 511 Alabama Ave, LLC
Bankr. N.D. Ga. Case No. 24-10032
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/Y3OOPFI/511_Alabama_Ave_LLC__ganbke-24-10032__0001.0.pdf?mcid=tGE4TAMA
represented by: J. Nevin Smith, Esq.
SMITH CONERLY LLP
E-mail: tpauley@smithconerly.com
In re Metropolitan Transport LLC
Bankr. D. Md. Case No. 24-10123
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/Y4OWU5A/Metropolitan_Transport_LLC__mdbke-24-10123__0001.0.pdf?mcid=tGE4TAMA
represented by: Daniel Staeven, Esq.
FROST LAW
E-mail: ann.jordan@askfrost.com
In re Sally Lotz Swann
Bankr. D. Md. Case No. 24-10119
Chapter 11 Petition January 5, 2024
represented by: Robert Scarlett, Esq.
In re Thomas R. Gendich and Thomas R. Gendich
Bankr. E.D. Mich. Case No. 24-40118
Chapter 11 Petition January 5, 2024
represented by: Lynn Brimer, Esq.
In re 177 St. Croix LLC
Bankr. D. Minn. Case No. 24-30035
Chapter 11 Petition January 5, 2024
See
https://www.pacermonitor.com/view/VSDJR4Q/177_St_Croix_LLC__mnbke-24-30035__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas H. Olive, Esq.
THOMAS H. OLIVE LAW, PA
E-mail: renee@tolivelaw.com
In re Victory Cleaning Systems, Inc.
Bankr. W.D. Mo. Case No. 24-40010
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/2D6PSYI/Victory_Cleaning_Systems_Inc__mowbke-24-40010__0001.0.pdf?mcid=tGE4TAMA
represented by: Ryan A. Blay, Esq.
WM LAW, PC
E-mail: blay@wagonergroup.com
In re 460 Mitchell Place LLC
Bankr. D.N.J. Case No. 24-10117
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/RCXGG5Y/460_Mitchell_Place_LLC__njbke-24-10117__0001.0.pdf?mcid=tGE4TAMA
represented by: Andre L. Kydala, Esq.
LAW FIRM OF ANDRE L. KYDALA
E-mail: kydalalaw@aim.com
In re Lucky Rabbit, LLC
Bankr. W.D.N.Y. Case No. 24-10015
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/Z7AUAHA/Lucky_Rabbit_LLC__nywbke-24-10015__0001.0.pdf?mcid=tGE4TAMA
represented by: Arthur G. Baumeister, Jr., Esq.
BAUMEISTER DENZ LLP
E-mail: abaumeister@bdlegal.net
In re Charles M. Alexander and Helen M. Alexander
Bankr. E.D.N.C. Case No. 24-00045
Chapter 11 Petition January 5, 2024
represented by: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
E-mail: dbradford@bradford-law.com
In re House of Dear Hair Salon, LLC
Bankr. N.D. Tex. Case No. 24-30068
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/QCXTMKQ/House_of_Dear_Hair_Salon_LLC__txnbke-24-30068__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric Liepins, Esq.
ERIC A. LIEPINS
E-mail: agenda@ealpc.com
In re AMG Express Trucking, LLC
Bankr. N.D. Tex. Case No. 24-30070
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/QL6MV6A/AMG_Express_Trucking_LLC__txnbke-24-30070__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric Liepins, Esq.
ERIC A. LIEPINS
E-mail: agenda@ealpc.com
In re House of Dear, LLC
Bankr. N.D. Tex. Case No. 24-30069
Chapter 11 Petition filed January 5, 2024
See
https://www.pacermonitor.com/view/QP344EA/House_of_Dear_LLC__txnbke-24-30069__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric Liepins, Esq.
ERIC A. LIEPINS
E-mail: agenda@ealpc.com
In re Baakleen Capital
Bankr. C.D. Cal. Case No. 24-10044
Chapter 11 Petition January 6, 2024
See
https://www.pacermonitor.com/view/IKIXZDI/Baakleen_Capital__cacbke-24-10044__0001.0.pdf?mcid=tGE4TAMA
represented by: W. Derek May, Esq.
LAW OFFICE OF W. DEREK MAY
E-mail: wdmlaw17@socalbankruptcy.net
In re Michelle Lynn Adams
Bankr. S.D. Fla. Case No. 24-10119
Chapter 11 Petition January 7, 2024
represented by: Mark S. Roher, Esq.
In re Heritage Lab Express, Inc.
Bankr. N.D. Ill. Case No. 24-00206
Chapter 11 Petition January 8, 2024
See
https://www.pacermonitor.com/view/AEPJ7CQ/Heritage_Lab_Express_Inc__ilnbke-24-00206__0001.0.pdf?mcid=tGE4TAMA
represented by: Laxmi P. Sarathy, Esq.
WHITESTONE, P.C.
E-mail: lsarathy@whitestonelawgroup.com
In re Arthur R Komissar
Bankr. E.D.N.Y. Case No. 24-70091
Chapter 11 Petition January 8, 2024
represented by: Dwight Yellen, Esq.
In re Daniel F. Dudley and Joyce A. Honeck-Dudley
Bankr. N.D. Ohio Case No. 24-30029
Chapter 11 Petition January 8, 2024
In re TexasWaterServices, LLC
Bankr. W.D. Tex. Case No. 24-10020
Chapter 11 Petition January 8, 2024
See
https://www.pacermonitor.com/view/LWBVUAI/TexasWaterServices_LLC__txwbke-24-10020__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert C Lane, Esq.
THE LANE LAW FIRM
E-mail: notifications@lanelaw.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
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