/raid1/www/Hosts/bankrupt/TCR_Public/240130.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, January 30, 2024, Vol. 28, No. 29
Headlines
23 INVESTMENTS: Hires Ridge Pointe as Real Estate Broker
3651 ALTA MESA: Hires Farsad Law Office as Counsel
4452 BROADWAY: Seeks Approval of Disclosure Statement
4452 BROADWAY: Seeks Refinancing, JV or Sale of Property
4D LIVESTOCK: Taps Wadsworth Garber Warner Conrardy as Counsel
8617 WEST: Unsecureds Owed $335K to Get $20K in Plan
AINOS INC: Announces $1.75 Million Follow On Funding
ALASKA LOGISTICS: General Unsecureds Unimpaired in Plan
ALCHEMY US: Moody's Affirms 'B3' CFR, Outlook Remains Stable
AMTECH SYSTEMS: Royce & Associates Reports 10.17% Equity Stake
ANASTASIA HOLDINGS: S&P Downgrades ICR to 'CCC' on Default Risk
ARCLINE FM: Moody's Affirms B3 CFR & Lowers 1st Lien Loans to B3
ARTERA SERVICES: Moody's Hikes CFR to B3, Outlook Stable
ARTERA SERVICES: S&P Upgrades ICR to 'B-', Outlook Stable
ATHERSYS INC: Hearing to Approve Bid Rules Set for Feb. 6
ATLAS MIDCO: S&P Stays 'CCC+' ICR on New M&G Modifier Assessment
AVAMERE NPS: Unsecureds to Get Left Over From Debtor Reserve
AVAYA HOLDINGS:S&P Stays 'CCC+' ICR on New M&G Modifier Assessment
AVINGER INC: Agrees to Reduce Loan Minimum Liquidity Requirement
BARNES & NOBLE: Bernard Selz Holds 6.09% Equity Stake
BIG TEDDY: Seeks Cash Collateral Access
BLACKBERRY LTD: Proposes $160M Private Convertible Notes Offering
BLUE STAR: Registers 19.9 Million Shares for Potential Resale
BOND EXPRESS: Seeks Extension to File Plan Until May 13
BORINQUEN NATURAL: NGO Raises Plan Objections
BOYCE HYDRO: Liquidating Trustee to Sell Remaining Trust Assets
CALAMP CORP: Board, Stockholders Approve 1-for-23 Stock Split
CASA SYSTEMS: S&P Stays 'CCC+' ICR on New M&G Modifier Assessment
CINEMARK HOLDINGS: BlackRock Holds 14.5% Equity Stake
COMMSCOPE HOLDING: BlackRock Has 8.1% Stake as of Dec. 31
DIOCESE OF ROCHESTER: Plan Proposes $55M for Abuse Claimants
DIOCESE OF ROCKVILLE: Unsecureds Will Recover 100% of Their Claims
DIVERSIFIED PANELS: Hires Capstone Partners as Financial Advisor
DUSOBOX CORPORATION: Case Summary & 20 Top Unsecured Creditors
E-B DISPLAY: Court Approves Disclosure Statement
E-STONE USA: Wins Interim Cash Collateral Access
EBIX INC: Seeks to Hire 'Ordinary Course' Professionals
EEA STERLING: Seeks Court Nod to Sell Two NY Condo Units
ELLIS GEOTHERMAL: Hires John A. Knutson & Co as Accountant
EMERGENT BIOSOLUTIONS: BlackRock Reports 18.1% Equity Stake
ESCHER GROUP: Court OKs Cash Collateral Access Thru March 16
EVANGELICAL RETIREMENT: Seeks Cash Collateral Access
EVANGELICAL RETIREMENT: Unsecureds Get Recovery of Unsecured Trust
EVANGELINE OPTICAL: Hires Weinstein & St. Germain as Counsel
EYE CARE LEADERS: Feb. 1 Deadline Set for Panel Questionnaires
FEMUR BUYER: S&P Downgrades ICR to 'CCC-', Outlook Negative
FL RHW ERIE: Hires Wadsworth Garber Warner Conrardy as Counsel
FLORIDIAN POOLS: Case Summary & 11 Unsecured Creditors
FRANCISCAN FRIARS: Hires Brian P. Brosnahan as Special Counsel
FRINJ COFFEE: Seeks to Hire Michael Jay Berger as Legal Counsel
GILLIAM CONSTRUCTION: Case Summary & 15 Unsecured Creditors
GOL LINHAS: Bankruptcy Court Approves "First Day" Motions
GOL LINHAS: NYSE to Commence Delisting Process of ADSs
GOL LINHAS: S&P Downgrades ICR to 'D' on Chapter 11 Filing
GOLD STAR: Files Emergency Bid to Use Cash Collateral
GRS RESTAURANT: Court OKs Deal on Cash Collateral Access
GUZZINO LEASING: Hires Steffes Firm LLC as Legal Counsel
HAWAIIAN HOLDINGS: BlackRock Reports 9.6% Stake as of Dec. 31
HELIX ENERGY: BlackRock Reports 17.5% Equity Stake
HOWARD INTERVENTION: Seeks to Tap Network Accounting as Accountant
HUMANIGEN INC: Court OKs Bid Rules for Sale of Assets
IAMGOLD CORP: Reports Q4 2023 Production Results
ILLINOIS EXTRACTS: Case Summary & 20 Largest Unsecured Creditors
INNOVATIVE DESIGNS: Delays Form 10-K for Year Ended Oct. 31
INTEGRITY TIRE: Court OKs Interim Cash Collateral Access
INTERGALACTIC THERAPEUTICS: Court OKs Bid Rules for Sale of Assets
INTERNATIONAL FOODS: Case Summary & 20 Top Unsecured Creditors
INVESTWING CAPITAL: Court OKs Cash Collateral Access on Final Basis
J & D RESTAURANT: Hires DeConcini McDonald as Litigation Trustee
J & S CONCEPTS: Hires Dunham Hildebrand as Legal Counsel
JSCO ENTERRISES: Seeks to Hire L.W. Cooper Jr. as Special Counsel
KNOTTY NUFF: Hires Pagter and Perry Isaacson as Counsel
LA MOUNT GROUP: Court OKs Cash Collateral Access on Final Basis
LAEEQ MOB: Court OKs Interim Cash Collateral Access
LION STAR: Committee Hires FTI Consulting as Financial Advisors
LION STAR: Committee Seeks to Hire Norton Rose as Counsel
LIVINGSTON TOWNSHIP: Selling Property to Insight Group for $2MM
LJK WALLCOVERINGS: Hires Charles A. Higgs as Counsel
LOMBARD FLATS: Voluntary Chapter 11 Case Summary
LONG ISLAND: Feb. 21 Disclosures & Confirmation Hearing Set
M & T ELEVATIONS: Hires JPAR – Real Estate as Real Estate Broker
MALLINCKRODT PLC: Silver Point, 2 Others Report 5.5% Equity Stake
MEGA SUNSET: Unsecureds to be Paid in Full in Liquidating Plan
MIKE JOHNSON: Unsecureds to be Paid in Full in Joint Plan
MMA TRANSMEDIC: Hires Almeida & Davila P.S.C. as Counsel
MOORE ROOFING: Taps Re/Max EK Real Estate as Realtor
MUZIK INC: Seeks to Hire Braun International as Valuation Expert
MWT ND: Voluntary Chapter 11 Case Summary
MXP OPERATING: Continued Operations to Fund Plan Payments
NEW HAVEN TRUCK: Court OKs Cash Collateral Access Thru Feb 29
NEW TROJAN: Moody's Lowers CFR to Ca Following Chap. 11 Filing
NEWSOME TRUCKING: Voluntary Chapter 11 Case Summary
NOVAN INC: Unsecureds Owed $9M to $27M to Recover 1%-20% in Plan
NUZEE INC: Receives Noncompliance Notice From Nasdaq
OIL STATES: BlackRock Reports 18.6% Equity Stake
ONENERGY INC: Ontario Court Approves Creditor Proposal
OUTFRONT MEDIA: BlackRock Holds 15.6% Equity Stake
OVER THE HILL: Taps Broege Neumann Fischer & Shaver as Counsel
PHUNWARE INC: Reduces Board Size to Four Members
PM MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
PRAIRIE FOREST: Hires Lentz Law PC as Legal Counsel
PRESTIGE HOME: Plan & Disclosures Due April 11
PRIME MARKETING: Case Summary & Eight Unsecured Creditors
PROTERRA INC: U.S. Trustee Objects "Opt Out" Form
PSG MORTGAGE: Gets Court Nod to Sell Sea Cliff Property
QUARTERNORTH ENERGY: Moody's Withdraws 'B3' CFR on Debt Repayment
QUARTERNORTH ENERGY: S&P Withdraws 'B-' Issuer Credit Rating
RADIOLOGY PARTNERS: S&P Lowers ICR to 'CC' on Debt Modifications
RAPID7 INC: BlackRock Reports 10.1% Stake as of Dec. 31
REPMGMT INC: Court OKs Cash Collateral Access on Final Basis
RESIDENTS FIRST: Seeks to Hire Heilman Law PLLC as Counsel
RISKON INTERNATIONAL: No Longer Complies With Nasdaq Requirement
SALEM MEDIA: Agrees With Lender to Increase Credit Limit to $3M
SANUWAVE HEALTH: Sells $4.6 Million Convertible Promissory Notes
SILVER STATE: Trustee Submits Plan of Reorganization
SKILLS ACADEMY: Taps Allen Vellone Wolf Helfrich & Factor as Atty.
SPANISH BROADCASTING: S&P Withdraws 'CCC+' Rating on Secured Notes
SPIRIT AIRLINES: Files Joint Notice of Appeal With JetBlue
SPIRIT AIRLINES: Unveils Investor Update as of Jan. 19
STARR CLEANING: Unsecured Creditors to Split $91K over 60 Months
STL HOLDING: Moody's Upgrades CFR & Senior Unsecured Notes to B1
T&J OF BROOKSVILLE: Seeks to Tap Kantaskas Law as Special Counsel
TBD RESTAURANTS: Case Summary & 11 Unsecured Creditors
TEGNA INC: BlackRock Reports 13.3% Equity Stake
THRIVE PET: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable
TIMBER PHARMACEUTICALS: Completes Sale of Assets to LEO
TITAN CONCRETE: Court OKs Interim Cash Collateral Access
TMS INTERNATIONAL: Moody's Affirms B2 CFR, Outlook Remains Stable
TNT CYBER: Hires Turner Legal Group LLC as Legal Counsel
TOTAL AUTO: Wins Cash Collateral Access Thru Feb 16
UBO-TECHNOLOGIES: To Seek Plan Confirmation on Feb. 29
UNIQUE FITNESS: Case Summary & 12 Unsecured Creditors
URBAN EMPIRE: Seeks to Hire Houston Roderman as Bankruptcy Counsel
VENTURE GLOBAL: S&P Rates $5.92BB Outstanding Senior Notes 'BB+'
VENUS CONCEPT: EW Healthcare Partners, 8 Others Hold 50.9% Stake
VIASAT INC: BlackRock Reports 9.1% Stake as of Dec. 31
WESCO AIRCRAFT: February 22 Plan Confirmation Hearing Set
WESTJET LOYALTY: Moody's Rates New $1BB Secured Term Loan 'Ba3'
WILLAMETTE VALLEY: Seeks Cash Collateral Access
[*] Blank Rome Announces Five New Leadership Appointments
[*] David Hong Joins Paul Hastings' Restructuring Practice
[*] Jeremy Finkelstein Joins Dorsey & Whitney's Restructuring Group
[*] Real Estate Foreclosure Auction Set for Feb. 22
[*] Robert Hirsh Joins Norton Rose Fulbright's New York Office
[*] Seyfarth Shaw Launches Restructuring & Insolvency Practice
[^] Large Companies with Insolvent Balance Sheet
*********
23 INVESTMENTS: Hires Ridge Pointe as Real Estate Broker
--------------------------------------------------------
23 Investments, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Ridge Pointe
Commercial Real Estate as real estate broker.
The firm will market and sell the Debtor's real properties known as
(i) 4580 FM 3007 Scroggins, Texas 75480; and (ii) 3119 I-30
Mesquite, Texas 75150.
The firm will be paid a commission of 6 percent of the gross sales
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:
David English
Ridge Pointe Commercial Real Estate
102 S Goliad, Suite 200
Rockwall, TX 75087
Tel: (972) 961-8532
Email: denglish@ridgepcre.com
About 23 Investments, LLC
23 Investments is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)).
23 Investments, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
23-32911) on Dec. 6, 2023. The petition was signed by Steve Nabors
as sole member. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities.
Brandon Tittle, Esq. at Glast, Phillips & Murray, P.C. represents
the Debtor as counsel.
3651 ALTA MESA: Hires Farsad Law Office as Counsel
--------------------------------------------------
3651 Alta Mesa Drive Acquisitions seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Farsad Law Office, P.C., as its bankruptcy counsel.
The firm's services include:
i. advising the Debtor with respect to its powers and duties
in the continued operation of its business and management of its
property;
ii. taking necessary action to avoid any liens against the
Debtor's property, if needed;
iii. assisting, advising and representing the Debtor in
consultations with creditors regarding the administration of its
Chapter 11 case, including the creditors holding liens on the
property;
iv. advising and taking any action to stay foreclosure
proceedings against any of the Debtor's property;
v. preparing legal papers;
vi. preparing a disclosure statement and plan of
reorganization, and representing the Debtor at any hearing to
approve the disclosure statement and confirm the plan;
vii. assisting, advising and representing the Debtor in any
manner relevant to a review of any contractual obligations, and
asset collection and dispositions;
viii. preparing documents relating to the disposition of assets;
ix. advising the Debtor on finance and finance-related matters
and transactions relating to the sale of its assets;
x. assisting, advising and representing the Debtor in any
issues associated with the acts, conduct, assets, liabilities and
financial condition of the Debtor, and any other matters relevant
to the case or to the formulation of a plan of reorganization;
xi. assisting, advising and representing the Debtor in the
negotiation, formulation, preparation and submission of any plan of
reorganization and disclosure statement;
xii. advising and assisting the Debtor with respect to resolving
disputes with any creditor that may arise and providing other
necessary services;
xiii. preparing status conference statements, and appearing at
all court hearings as necessary, including status conference
hearings before the court; and
xiv. obtaining the necessary court approval of the disclosure
statement and soliciting ballots as necessary for plan
confirmation.
The firm will be paid at these rates:
Arasto Farsad $350 per hour
Nancy Weng $350 per hour
Paralegals $100 per hour
In addition, the firm will seek reimbursement for work-related
expenses incurred.
The Debtor provided the firm with a retainer of $10,000, plus the
Chapter 11 filing fee of $1,738.
Nancy Weng, Esq., a partner at Farsad Law Office, 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.
Farsad Law Office can be reached at:
Arasto Farsad, Esq.
Nancy Weng, Esq.
FARSAD LAW OFFICE, P.C.
1625 The Alameda, Suite 525
San Jose, CA 95126
Tel: (408) 641-9966
Fax: (408) 866-7334
Emails: farsadlaw1@gmail.com
nancy@farsadlaw.com
About 3651 Alta Mesa Drive Acquisitions
3651 Alta Mesa Drive Acquisitions LLC is a limited liability
company in California.
3651 Alta Mesa Drive Acquisitions LLC sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50001
) on Jan. 2, 2024. In the petition filed by Manly Danh the Debtor
estimated assets and liabilities between $1 million and $10 million
each.
The Debtor is represented by Farsad Law Office, P.C.
4452 BROADWAY: Seeks Approval of Disclosure Statement
-----------------------------------------------------
4452 Broadway Mazal LLC submitted a motion for entry of order
approving Disclosure Statement and granting related relief.
A hearing is scheduled for Feb. 8, 2024, 10:00 AM at
Videoconference (ZoomGov) (LGB).
The Debtor is the owner of the real property and improvements
located at 4452 Broadway, New York, New York 10040 (Block 2170,
Lots 62 and 400) ("Property"). The Property is located in the
Washington Heights neighborhood of Manhattan. The Debtor intends on
developing the Property into a mixed use property consisting of
modern retail spaces and luxury condominiums.
As part of the formulation of the Debtor's Plan, the Debtor
negotiated a $25,500,000 claim amount on the Debtor's mortgage
claim held by 4452 Broadway 1 LLC ("Mortgage Lender"). This reduced
amount is predicated on the Debtor procuring sufficient funds,
either through a refinancing or joint venture, under a plan
confirmed by February 14, 2024 (90 days from the Petition Date) but
no later than March 15, 2024 (120 days from the Petition Date). If
the Debtor is unable to procure sufficient funds, then an auction
will be held as soon as practicable after March 15. Accordingly, by
this motion, the Debtor seeks the entry of an order approving the
Disclosure Statement, fixing time for the filing of acceptances or
rejections of the Plan and scheduling a hearing to confirm the Plan
("Confirmation Hearing"). The Plan and Disclosure Statement have
been filed contemporaneously with this Motion. Copies of the Plan
and Disclosure Statement are available from the Court's Electronic
Case Filing System ("ECF"), which may be accessed at the Court's
Internet website at www.nysb.uscourts.gov.
Because the Plan requires an auction to be held in the event it is
necessary to sell the Property, the Debtor also requests approval
of the Bid Procedures. The Debtor requests that the Court schedule
the date, time and place for the Auction of the Property in the
event that the Debtor receives Qualified Bids as defined in the Bid
Procedures.
The Debtor submits that the Disclosure Statement contains adequate
information necessary to enable all parties in interest to make an
informed judgment with respect to the Plan as required by Section
1125 of the Bankruptcy Code, including, but not limited to, a
discussion of:
(a) The circumstances that gave rise to the filing of the
Chapter 11 Case;
(b) Significant events during the course of the Chapter 11
Case;
(c) The condition and performance of the Debtor during the
Chapter 11 Case;
(d) Information regarding Claims against the Debtor;
(e) Information regarding Claims and Interests to be addressed
under the Plan;
(f) A summary of the Plan; and
(g) Tax consequences of the Plan.
Accordingly, the Debtor submits that the Disclosure Statement
satisfies the requirements of Section 1125 of the Bankruptcy Code.
The Debtor believes that the Bid Procedures establish appropriate
parameters under which the value of the Property may be tested at
the Auction and the subsequent Confirmation Hearing. The Bid
Procedures, which were designed to ensure a competitive and fair
bidding process, will increase the likelihood that the Debtor
receives the highest or otherwise best value for the Property.
Moreover, the Debtor believes that the Auction and proposed Bid
Procedures will promote active bidding. Significantly, the Bid
Procedures will allow the Debtor to conduct the Auction in a
controlled, fair and open fashion that will encourage participation
by financially capable bidders who demonstrate the ability to
consummate a transaction. The Debtor believes that the Bid
Procedures will encourage bidding for the Property, are consistent
with procedures typically approved by courts in this District and
are appropriate under the relevant standards governing auction
proceedings and bidding incentives in bankruptcy cases
The Debtor also seeks authority to designate a stalking horse and
offer customary bid protections including a breakup fee as part of
the Bid Procedures. In the event the Debtor designates a "Stalking
Horse," that party will subject its bid to higher and better
offers, and likely will request the enticement of a break-up fee if
the Stalking Horse loses at auction to another bidder. The use of a
stalking horse in a public auction process for sales pursuant to
Section 363 or Section 1123(a)(5)(B) of the Bankruptcy Code is a
customary practice in chapter 11 cases, as the use of a stalking
horse bid is, in many circumstances, the best way to maximize value
in an auction process by locking in a purchase price "floor" before
exposing an asset to auction. As a result, stalking horse bidders
virtually always require breakup fees and other forms of bidding
protections as an inducement for holding their purchase offer open
while it is exposed to overbids in an auction process. Thus, the
use of bidding protections, including breakup fees, has become an
established practice in chapter 11 cases.
Proposed Attorneys for the Debtor:
Fred B. Ringel, Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6300
About 4452 Broadway Mazal
4452 Broadway Mazal LLC is the owner of the real property and
improvements located at 4452 Broadway, New York, New York 10040
(Block 2170, Lots 62 and 400). The Property is located in the
Washington Heights neighborhood of Manhattan. Prior to the Chapter
11 filing, the Debtor was in the process of developing the Property
into a mixed-use property consisting of modern retail spaces and
luxury condominiums.
4452 Broadway Mazal LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
23-11832) on Nov. 16, 2023. The petition was signed by Nir Amsel
as authorized signatory. At the time of filing, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.
500 Summit Avenue Mazal LLC, an affiliate of the Debtor, filed its
own chapter 11 case (Case No. 23-11831).
LEECH TISHMAN ROBINSON BROG, PLLC, is the Debtors' legal counsel.
4452 BROADWAY: Seeks Refinancing, JV or Sale of Property
--------------------------------------------------------
4452 Broadway Mazal LLC submitted a Plan of Reorganization and a
Disclosure Statement.
The Debtor is the owner of the real property and improvements
located at 4452 Broadway, New York, New York 10040 (Block 2170,
Lots 62 and 400) ("Property"). The Property is located in the
Washington Heights neighborhood of Manhattan. Prior to the Debtor's
filing, the Debtor was in the process of developing the Property
into a mixed-use property consisting of modern retail spaces and
luxury condominiums.
The Plan provides for either the (a) Refinancing Transaction where
the Plan will be implemented through the refinancing of the
Debtor's obligations and the resulting Refinancing Proceeds will
fund payments under the Plan, (b) Joint Venture Transaction where
the Plan will be implemented through the transfer of the Property
to the Joint Venturer and the resulting Joint Venture Proceeds will
fund payments under the Plan, or (c) if the Debtor does is unable
to refinance its debts or enter into Joint Venture Agreement, then
an auction will be held pursuant to the Bid Procedures and the
resulting Sale Proceeds will fund payments under the Plan.
Under the Plan, Class 4 General Unsecured Claims total
$1,879,838.05. Each holder of an Allowed General Unsecured Claim
will receive on the Effective Date, if the Refinancing Proceeds,
Joint Venture Proceeds, or Sale Proceeds exceed the aggregate
amount of all senior Claims, its Pro Rata share of the remaining
Joint Venture Proceeds or Sale Proceeds, if any, after (i) payment
in full of all senior Claims including the Allowed Administrative
Claims (including Professional Fees), Allowed Administrative Tax
Claims, Allowed Priority Claims, and Allowed Claims in Classes 1
through 3. If the Mortgage Lender (or its assignee, nominee or
designee) is the Purchaser based on a credit bid, the Mortgage
Lender will provide a distribution of $75,000 to holders of Claims
in Class 4, which will be shared by holders of General Unsecured
Claim on a pro rata basis. Class 4 is impaired.
The Mortgage Lender has agreed to accept a gross amount of
$25,500,000.00 on account of its Mortgage Claim so long as such
payment is made by April 15, 2024. If the Debtor is able to
refinance its obligations and fund the Refinancing Proceeds or
procure a Joint Venturer who can fund the Joint Venture Proceeds,
then the Plan will be funded by either the Refinancing Proceeds or
Joint Venture Proceeds and such proceeds will be made available for
distribution to Creditors under the Plan.
If the Debtor is unable to obtain refinancing or find a Joint
Venturer with sufficient net proceeds as required under the Plan,
prior to the Effective Date, but no later than April 15, 2024, the
Property will be sold at Auction to be held as soon as practicable
after the Effective Date. In the event the Purchaser utilizes a
credit bid, that bid may be assigned to any of Purchaser's nominee
assign or designee. In the event of a credit bid for the Property,
the party making the credit bid will fund Claims senior to those of
the entity making the credit bid which will be satisfied by a Cash
payment under the terms of this Plan. If there is no credit bid for
the Property, the Property will be purchased only by a Cash bid at
the Auction under the Bid Procedures approved by the Court. The
Cash remaining after payment of the expenses of the Sale
Transaction shall be made available for distribution to Creditors
under the Plan. Notwithstanding the foregoing, Mortgage Lender (or
its assignee, designee or nominee), although under no obligation to
do so, is entitled to credit bid up to and including the total
amount of its Allowed Claim as of the Auction for the Property
pursuant to 11 U.S.C. § 363(k). In the event Mortgage Lender is
the successful bidder at the Auction, Mortgage Lender may assign
its bid to its nominee assign or designee. Any Broker's fees, costs
and/or commissions from either a Refinancing Transaction, Joint
Venture Transaction, or Sale Transaction shall be paid from
available proceeds. However, if the Mortgage Lender (or its
assignee, nominee or designee) is the Purchaser, the Broker shall
receive from Mortgage Lender the fixed amount of $70,000 and up to
$20,000 for fees, expenses, and/or commissions from the Sale
Transaction.
The Confirmation Order shall authorize and approve either the
Refinancing Transaction, Joint Venture Transaction, or Sale
Transaction under sections 365, 1123, 1129(b) and 1146(a) of the
Bankruptcy Code.
Attorneys for the Debtor:
Fred B. Ringel, Esq.
Clement Yee, Esq.
LEECH TISHMAN
ROBINSON BROG, PLLC
875 Third Avenue
New York, NY 10022
Tel: (212) 603-6300
A copy of the Disclosure Statement dated Jan. 17, 2024, is
available at https://tinyurl.ph/QfRGa from PacerMonitor.com.
About 4452 Broadway Mazal
4452 Broadway Mazal LLC is the owner of the real property and
improvements located at 4452 Broadway, New York, New York 10040
(Block 2170, Lots 62 and 400). The Property is located in the
Washington Heights neighborhood of Manhattan. Prior to the Chapter
11 filing, the Debtor was in the process of developing the Property
into a mixed-use property consisting of modern retail spaces and
luxury condominiums.
4452 Broadway Mazal LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
23-11832) on Nov. 16, 2023. The petition was signed by Nir Amsel
as
authorized signatory. At the time of filing, the Debtor estimated
$10 million to $50 million in both assets and liabilities.
500 Summit Avenue Mazal LLC, an affiliate of the Debtor, filed its
own chapter 11 case (Case No. 23-11831).
LEECH TISHMAN ROBINSON BROG, PLLC, is the Debtors' legal counsel.
4D LIVESTOCK: Taps Wadsworth Garber Warner Conrardy as Counsel
--------------------------------------------------------------
4D Livestock, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Wadsworth Garber Warner
Conrardy, PC to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
David Wadsworth $500
Aaron Garber $500
David Warner $425
Aaron Conrardy $425
Lindsay Riley $325
Justin Carpenter $250
Paralegals $125
The firm received a post-petition retainer in the amount of $25,000
plus a court filing fee of $1,738.
Aaron Conrardy, Esq., an attorney at Wadsworth Garber Warner
Conrardy, disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Aaron J. Conrardy, Esq.
Wadsworth Garber Warner Conrardy, PC
2580 W. Main St., Ste. 200
Littleton, CO 80120
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: aconrardy@wgwc-law.com
About 4D Livestock
4D Livestock LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-10272) on Jan. 22, 2024. In the petition signed by Daniel Brown,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Kimberley H. Tyson oversees the case.
Aaron J. Conrardy, Esq., at Wadsworth Garber Warner Conrardy, PC
represents the Debtor as counsel.
8617 WEST: Unsecureds Owed $335K to Get $20K in Plan
----------------------------------------------------
8617 West Fort Foote LLC submitted a Second Amended Plan of
Reorganization.
The Debtor is a Maryland Limited Liability Company whose sole
member is Nasir Khattak. The WFF Properties values are estimated
by the Debtor. The Debtor's primary assets consist of the WFF
Properties and the property at 2931 McElderry Street. No
independent appraisal of the assets has been performed, but the
Debtor estimates that the total value of the real property is
approximately $500,000.
Under the Plan, Class Six consists of holders of General Unsecured
Claims, consisting of the $15,415 Claim of WCP Fund I, LLC, a $210
claim of the Internal Revenue Service and the undersecured Claims
of IEHD Inc., Farmingdale Ventures, LLC, and Toorak Capital
Partners, LLC. The estimated amount of unsecured claims as
scheduled or filed is estimated to be $335,625. In accordance with
the Debtor's Cash Flow Analysis the Debtor has a projected
Disposable Income of $20,495 over the 60 months postconfirmation,
all of which will be paid as follows:
Commencing on the first anniversary of the Effective Date of the
Plan and each year thereafter for a total of 5 years, the Debtor
will make annual payments in an amount equal to the annual
disposable income of the Debtor. The Debtor will distribute the
funds to the holders of liquidated, non-contingent claims as
scheduled or filed, subject to timely objection to the validity or
extent of each claim and the claims of creditors not otherwise
treated under the Plan (the "General Unsecured Claims") on a
pro-rata basis commencing one year after the Effective Date and
annually thereafter for a total of five consecutive years. Class 6
is impaired.
The Plan will be funded from a combination of (i) funds on hand in
the estate at the time of Confirmation; and (ii) future income
generated through leasing, sale or refinance of the WFF Properties.
The Cash Flow Analysis annexed as Exhibit B illustrates the amount
of income the Debtor anticipates will be generated over the term of
the Plan and the resulting Disposable Income.
Counsel for the Debtor:
Steven H. Greenfeld. Esq.
LAW OFFICES OF
STEVEN H. GREENFELD, LLC
325 Ellington Blvd., #610
Gaithersburg, MD 20878
Tel: (301) 881-8300
E-mail: steveng@cohenbaldinger.com
A copy of the Plan of Reorganization dated Jan. 17, 2024, is
available at https://tinyurl.ph/Juicj from PacerMonitor.com.
About 8617 West Fort Foote
8617 West Fort Foote, LLC, is a Maryland limited liability which
was formed Nov. 3, 2014, for the purpose owning and managing
residential real estate.
8617 West Fort Foote filed a Chapter 11 bankruptcy petition (Bankr.
D. Md. Case No. 22-16122) on Nov. 2, 2022, with as much as $1
million in both assets and liabilities. The Debtor is represented
by the Law Offices of Steven H. Greenfeld, LLC.
AINOS INC: Announces $1.75 Million Follow On Funding
----------------------------------------------------
Ainos, Inc. announced that it has placed an additional financing
with Lind Global Fund II LP, an institutional investment fund
managed by The Lind Partners. The funding amount is up to $1.75
million, with $875,000 funded at closing and $875,000 to be funded
subject to effective registration statement and conditions
specified in the agreement.
"We plan to use the proceeds to fund programs planned for the first
half of 2024, including preparation work for IND applications for
VELDONA human drug candidates and advancing co-development of a
volatile organic compound (VOC) sensing platform, powered by AI
Nose technology, in collaboration with NISD and Inabata," said
Chun-Hsien Tsai, Chairman and CEO.
The increased funding is in the form of amendment to a Senior
Secured Convertible Promissory Note (the "Note") maturing on
March 28, 2025, with extension option specified in the agreement.
The Note will be convertible into Ainos' shares of common stock at
an initial conversion price equal to $7.50 per share, reverse-split
adjusted, and subject to adjustment as further specified in the
Note. The Note will be repayable in cash upon maturity. Prior to
maturity, the Investor can convert to common stock at conditions
specified in the agreement. As part of the investment, the
Investor was also granted five-year warrants equal to 75% of the
funded amount at an initial exercise price equal to $2.16 per share
of common stock, subject to adjustment.
Maxim Group LLC is acting as the lead placement agent for the
private placement. Brookline Capital Markets, a division of
Arcadia Securities, LLC is acting as the co-placement agent for the
private placement.
Ainos has agreed to file a registration statement registering for
the resale of the shares of common stock issuable upon the
conversion of the Note and upon the exercise of the warrants.
Subject to the satisfaction of certain conditions, additional
tranches of funding may be provided by mutual agreement of the
Investor and the Company. The Investor will be entitled to receive
an additional warrant equal to 75% of the increased funding amount
with an exercise price equal to 125% of the average of the 10 daily
VWAPs during the 10 trading days prior to the subsequent closing
date.
About Ainos
Ainos, Inc. (www.ainos.com), formerly known as Amarillo
Biosciences, Inc., is a diversified healthcare company engaged in
the research and development and sales and marketing of
pharmaceutical and biotech products. The Company is engaged in
developing medical technologies for point-of-care testing and safe
and novel medical treatment for a broad range of disease
indications. The Company is a Texas corporation incorporated in
1984. The Company has historically been involved in extensive
research and development of low-dose oral interferon as a
therapeutic. The Company continues to develop its VELDONA platform
and other pharmaceutical platforms and recently have acquired
intellectual properties to expand our POCT business. In 2021 and
2022, the Company acquired significant intellectual property from
its majority shareholder, Ainos KY, to expand its potential product
portfolio into Volatile Organic Compounds and COVID-19 POCTs.
Ainos reported a net loss of $14.01 million for the year ended Dec.
31, 2022, compared to a net loss of $3.89 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $33.86
million in total assets, $6.18 million in total liabilities, and
$27.68 million in total stockholders' equity.
Houston, Texas-based PWR CPA, LLP, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has incurred recurring
losses and recurring negative cash flow from operating activities,
and has an accumulated deficit which raises substantial doubt about
its ability to continue as a going concern.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Ainos reported substantial doubt about the Company's ability to
continue as a going concern for at least one year from the issuance
of the financial statements. The Company said it has incurred net
operating losses in every year since inception and has an
accumulated deficit as of September 30, 2023 of $31,961,654 and
expects to incur additional losses and negative operating cash
flows for at least the next 12 months.
ALASKA LOGISTICS: General Unsecureds Unimpaired in Plan
-------------------------------------------------------
Alaska Logistics, LLC, filed a Third Amended Plan of
Reorganization, under Subchapter V of Chapter 11 of the Bankruptcy
Code.
The Debtor has continued to make payments to Banner and lessors
since the filing date. The Debtor is current on all post-petition
lease obligations other than the leases of PNW which have expired
and shall be resolved through the resolution with PNW described
herein. In addition, in accordance with the Sale Order entered by
the Court on August 16, 2023, the Debtor has sold a variety of
items. The proceeds of these sales were delivered to Banner as
principal reduction payments in the amount of $224,850 on or about
September 5, 2023 and $20,300 on or about September 28, 2023. Since
the filing of the initial plan, the Debtor has sold additional
approved items and delivered the proceeds to Banner as principal
reduction payments in the amount of $35,200 on or about November 2,
2023, and $35,460 on or about November 7, 2023. In addition, on
December 4, 2023, the Debtor made a $1,000,000 principal reduction
payment to Banner and a $2,000,000 payment to Banner on December
27, 2023 through the sale of the LP. Also, on or about January 10,
2024, the Debtor made additional payments to Banner in the amount
of $232,000 (insurance proceeds) and $70,000 in asset sales.
The Debtor also has another marine vessel sale in process.
Specifically, the sale of the Kaktovik II / Landing Craft and Cat
980B Forklift for a purchase price of $810,000 originally set to
close by December 31, 2023 will now close on or before January 31,
2024. Escrow has been opened at Kim Marine and the buyer has
deposited $40,500 with Kim Marine. This sale has been approved by
order of the Court dated December 21, 2023. In addition, Bowhead
has expressed a continued interest in purchasing the Madison Rose
and Fishhawk and is conducting an inspection of the vessels on
January 5, 2024. This sale can be used as a backup to remit payment
to Banner in the event that the Kaktovik does not close for any
reason.
In accordance with the orders entered on August 14, 2023, September
1, 2023 and October 4, 2023, the Debtor has received court approval
for the retention of its counsel, Wenokur Riordan, its accountant,
HKP and its shipbroker, Dock Street Brokers, respectively. Dock
Street has listed three of the Debtor's barges for sale as follows:
Nixon (list price, $150k), Lily (list price, $125k) and Brittny Moe
(list price $800k).
Under the Plan the unsecured claims will be treated as follows:
* General Unsecured Claims, Class 5A: All general unsecured
creditors with an allowed unsecured claim less than or equal to
$5,000 will be paid in full on the Effective Date. Notwithstanding
the foregoing, Eagle Harbor, Two Dogs Truckin, and Western Fire &
Safety will not be bound by the terms of the Amended Plan. Class 5A
is unimpaired under the Amended Plan.
* General Unsecured Claims, Class 5B: All general unsecured
creditors with an allowed unsecured claim in excess of $5,001 will
be paid in full years one through five of the Amended Plan in equal
quarterly installments as set forth on the Budget. Interest will
accrue on the claims at the rate of 4%. Class 5B is unimpaired
under the Amended Plan.
* PNW Unsecured Claim, Class 5C: In return for its claim
reduction, plan support agreement, and purchase of the assets
pursuant to its lease, PNW will receive a promissory note in the
amount of $150,000 which will be paid in three installments as
follows: (i) $50,000 on the Effective Date, (ii) $50,000 on April
29, 2024 and (iii) $53,000 on May 27, 2024. The promissory note
will accrue interest at the rate of 6 percent. In addition, the
promissory note will be personally guaranteed by the Debtor's
principal Allyn Long. Notwithstanding the foregoing, in the event
that the note is paid in full on or before December 31, 2024, the
principal balance of the note will be reduced to $140,000. Class
5C is impaired under the Amended Plan.
The Amended Plan will be funded by (i) cash on hand (ii) asset
sales and (iii) operations of the Debtor.
The hearing where the Court will determine whether or not to
confirm the Amended Plan is January 18, 2024, at 9:30 a.m. If you
are entitled to vote, it is in your best interest to timely vote on
the enclosed ballot and return the ballot to Wenokur Riordan PLLC,
600 Stewart Street, Suite 1300, Seattle Washington 98101. Your
ballot must be received no later than January 3, 2024, or it will
not be counted. Objections to the confirmation of the Amended Plan
must be Filed with the Court and served upon counsel for the Debtor
so as to be received on January 3, 2024. Any interested party
desiring further information about the Amended Plan should contact
Faye Rasch by phone by (206) 682-6224 or faye@wrlawgroup.com
Attorney for the Debtor:
Faye C. Rasch, Esq.
WENOKUR RIORDAN PLLC
600 Stewart Street, Suite 1300
Seattle, WA 98101
E-mail: faye@wrlawgroup.com
nate@wrlawgroup.com
A copy of the Plan of Reorganization dated Jan. 17, 2024, is
available at https://tinyurl.ph/rfeOI from PacerMonitor.com.
About Alaska Logistics
Alaska Logistics LLC transports materials and equipment of all
sizes, shapes and types from Seattle to Western Alaska.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11250) on July 7,
2023.
In the petition signed by Allyn Long, general manager/ president,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge Christopher M. Alston oversees the case.
Faye C. Rasch, Esq., at Wenokur Riordan PLLC, is the Debtor's legal
counsel.
ALCHEMY US: Moody's Affirms 'B3' CFR, Outlook Remains Stable
------------------------------------------------------------
Moody's Investors Service affirmed Alchemy US Holdco 1, LLC's
("Kymera") ratings including its B3 Corporate Family Rating, B3-PD
Probability of Default Rating, and the B3 rating on its senior
secured first lien term loan B. The ratings outlook remains
stable.
RATINGS RATIONALE
Alchemy US Holdco 1, LLC's ("Kymera") B3 Corporate Family Rating
reflects its small scale, high leverage, modest organic growth
prospects and exposure to cyclical end-markets, including the
chemicals, automotive and industrial sectors. The rating also
considers the completion of several recent acquisitions which were
funded with incremental term loan debt along with the company's
weaker than anticipated operating performance. This has resulted in
LTM credit metrics which are weak for the rating. The rating also
reflects the private equity ownership which will likely prioritize
debt funded acquisitions and shareholder-friendly activities over
the pay down of debt.
Kymera's rating is supported by its broad geographic and customer
diversity, adequate liquidity, modest capital spending
requirements, countercyclical working capital needs, and high
barriers to entry. The credit profile is also supported by the
pass-through provisions in a substantial portion of the company's
contracts which lend some stability to its financial performance,
as well as Moody's expectation for improved operating results in
2024 which could bring its credit metrics more in line with the
rating.
Kymera's operating results were relatively stable in 2023 with
Moody's adjusted EBITDA around $65 million despite the benefit of
recent acquisitions and an easy comparison with late 2022 when
fires at facilities owned by both the company and a key customer
negatively impacted its sales and earnings. The weaker than
expected operating performance was due to softer than anticipated
demand and metals pricing resulting from slower economic growth.
Operating results should materially strengthen in 2024 due to the
contribution from a few recent acquisitions, cost savings
initiatives, and strength in the aerospace and defense end
markets.
Kymera's credit metrics are currently weak for its rating with an
adjusted leverage ratio (debt/EBITDA) around 7.5x and interest
coverage (EBITDA/Interest) of about 1.1x. If the company can
generate adjusted EBITDA in the range of $75 million - $80 million
in 2024 then its leverage ratio would decline to about 6.2x and its
interest coverage would rise to around 1.3x. These metrics would be
more in line with the B3 Corporate Family Rating. If the company
fails to achieve a material improvement in its operating results or
fails to extend the maturity on its term loan (matures October
2025) by the time it becomes current in October 2024, then an
outlook change or downgrade could be considered.
Kymera has failed to generate free cash flow in years 2021-2023 due
to investments in working capital, capital spending on growth
projects and elevated interest costs. Moody's anticipate the
company could generate modest free cash flow in 2024 if earnings
strengthen and working capital consumption is limited, but do not
anticipate material debt reduction as free cash is likely to be
used to fund future acquisitions. The company has spent about $150
million on five acquisitions over the past two years.
Kymera has adequate liquidity supported by $56 million in cash and
full availability under its unrated $85 million ABL facility as of
September 30, 2023. Despite negative LTM free cash flow generation,
the company's liquidity position improved as it raised $100 million
through an incremental term loan with the proceeds used to increase
cash on the balance sheet and pay down ABL borrowings. The credit
agreement for the revolving credit facility only contains a
springing fixed coverage ratio based on the excess availability.
The company would be able to comply with this covenant with a
reasonable cushion. The first lien senior secured term loan does
not have any financial maintenance covenants.
Debt capital is comprised of an $85 million asset-based revolving
credit facility and $456.6 million of senior secured term loans.
The B3 rating on the term loans is commensurate with the B3 CFR
which reflects the loan's position as the preponderance of debt in
the capital structure. Moody's view the unrated ABL, which has a
first lien on working capital assets, as positioned better than the
rated term loan, which has a first lien on fixed assets and a
second lien on working capital assets.
The stable outlook assumes Kymera will achieve a materially
improved operating performance in 2024 and that its credit metrics
will become more commensurate with its rating. It also reflects the
expectation the company will extend the maturity of its term loan
prior to it becoming current in October 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Kymera's ratings could be considered for an upgrade if adjusted
financial leverage trends toward 5x, retained cash flow is
sustained above 8% of net debt and the company demonstrates a
commitment to more conservative financial policies.
Kymera's ratings could be downgraded if adjusted financial leverage
is sustained above 6x, retained cash flow is sustained below 5% of
outstanding debt, the company experiences a substantive
deterioration in liquidity, or it fails to extend the maturity of
its term loan before it becomes current.
Headquartered in North Carolina, Alchemy US Holdco 1, LLC's
("Kymera") is a global specialty materials manufacturer and service
provider, specializing in the production and service of metal based
powders, custom alloys and coatings. The company serves a diverse
array of applications and end markets including aerospace,
chemical, industrial, automotive and building & construction. Its
Engineered Materials segment produces pure and alloyed aluminum,
copper, titanium, tantalum, vanadium and other base metals in the
form of powders, pastes and granules. Its Surface Technologies
segment produces materials and alloys and provides application
technologies and services to prevent wear and corrosion in
demanding environments. The company operates plants spread across
the United States, Europe, the Middle East, Australia and China.
The company generated $658 million in revenues during the LTM
period ended September 30, 2023.
The principal methodology used in these ratings was Chemicals
published in October 2023.
AMTECH SYSTEMS: Royce & Associates Reports 10.17% Equity Stake
--------------------------------------------------------------
In a Schedule 13G/A Report filed with the U.S. Securities and
Exchange Commission, Royce & Associates, LP disclosed that as of
December 31, 2023, it beneficially owned 1,443,080 shares of Amtech
Systems, Inc.'s Common Stock, representing 10.17% of the shares
outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/ydufskxk
About Amtech Systems Inc.
Arizona-based Amtech Systems, Inc. is a global manufacturer of
capital equipment, including thermal processing, wafer polishing
and cleaning, and related consumables used in fabricating
semiconductor devices, such as silicon carbide (SiC) and silicon
power devices, analog and discrete devices, electronic assemblies,
and light-emitting diodes (LEDs). It sell these products to
semiconductor device and module manufacturers worldwide,
particularly in Asia, North America and Europe. The Company's
strategic focus is on semiconductor growth opportunities in power
electronics, sensors and analog devices leveraging our strength in
our core competencies in thermal and substrate processing. It is a
market leader in the high-end power chip market (SiC substrates,
300mm horizontal thermal reactors, and electronic assemblies used
in power, RF, and other advanced applications), developing, and
supplying essential equipment and consumables used in the
semiconductor industry.
As of September 30, 2023, the Company had $137.02 million in total
assets and $48.66 million in total liabilities.
ANASTASIA HOLDINGS: S&P Downgrades ICR to 'CCC' on Default Risk
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Beverly
Hills, Calif.-based color cosmetics company Anastasia Holdings LLC
(Anastasia Beverly Hills or ABH) to 'CCC' from 'CCC+'.
Concurrently, S&P lowered its issue-level rating on the company's
revolver and first-lien term loan to 'CCC' from 'CCC+'. The
recovery ratings are unchanged at '3'.
The negative outlook reflects the potential for a lower rating if
S&P believes a default appears to be inevitable in the subsequent
six months.
The downgrade reflects Anastasia's deteriorating operating
performance, looming maturities, and heightened refinancing risk
and potential debt restructuring.
S&P said, "We believe Anastasia's liquidity position remains
constrained due to the limited availability of $36.4 million under
the revolver due to covenant constraint and is tightening from the
deteriorating operating performance and upcoming maturities. The
company will have to address its capital structure because its $104
million revolver will become current in May, and its $650 million
secured first-lien term loan will become current in August. We
believe refinancing risk is high given the company's elevated
leverage levels and underperformance of the business, which could
make it challenging to extend its maturities on satisfactory terms,
particularly with high interest rates and volatile market
conditions. Moreover, the company's secured first-lien term loan is
trading at very distressed levels of approximately 66 cents on the
dollar, which could give the company an incentive to restructure
its debt in a transaction where lenders receive less than they were
originally promised, including a subpar exchange, which we would
view as tantamount to a default under our criteria. Even if the
company is able to refinance, the likely increase in interest
expense due to higher borrowing costs in current market conditions
would also strain cash flow and potentially compromise liquidity."
S&P forecasts continued weak credit metrics because Anastasia is
working to stabilize its share losses to lower-priced competitors.
Anastasia's operating performance has deteriorated over the past
few quarters and adjusted leverage increased to 25.8x including the
TPG Capital- and owner-owned preferred stock (10.4x without the
preferred stock) for the 12 months ended Sept 30, 2023, from 18x
including the preferred (7.6x without the preferred stock) at the
end of 2022. The company's sales and adjusted EBITDA declined about
12% and 34%, respectively, in the third quarter of 2023, driven by
sales declined at key retailers in Anastasias' domestic wholesale
channel from share gains from lower-priced competitors, delays of
new product deliveries, and lower replenishment. S&P said, "We
believe the categories the company competes in remain competitive
in the U.S. wholesale and specialty markets. However, we expect the
timing of new product deliveries and retail selling performance for
the brow, lip and potentially other segments to improve in 2024 and
lead to low-single-digit revenue growth in 2024. We expect the
company to continue to spend in advertising to raise awareness of
its key products. We expect the company's inventory position to
improve but the high interest burden to continue to lead to
negative FOCF in 2023 and 2024."
S&P believes a sale of the company is possible if TPG chooses to
exercise the put option on its preferred stock in 2024.
TPG initially invested in the company with $600 million of
preferred stock (class A stock) in 2018. This instrument accrues
paid-in-kind interest compounded annually, representing a growing
liability. The preferred stock has a redemption option in year six,
which is mid-2024, if the company has not gone public or been sold.
TPG can choose to put the preferred stock back to the company for
cash and has the right to encourage an IPO or sale at that time if
the company cannot provide the cash to redeem the shares. S&P said,
"Given the company's underperformance and elevated leverage, we
believe an IPO is unlikely, and a sale of the company is the more
likely, but not definite, choice should TPG choose to exercise the
put option. In addition, we also consider the owners' equity
contribution in 2020 of approximately $61 million of preferred
equity as debt in our calculation of the company's adjusted debt.
We currently add about $910 million of preferred stock into the
calculation of our adjusted debt."
S&P Global Ratings assigned a new M&G modifier assessment of
negative to Anastasia.
S&P said, "The action follows the revision to our criteria for
evaluating the credit risks presented by an entity's management and
governance framework. The terms management and governance encompass
the broad range of oversight and direction conducted by an entity's
owners, board representatives, and executive managers. These
activities and practices can affect an entity's creditworthiness
and, as such, the M&G modifier is an important component of our
analysis. Our M&G assessment of negative reflects material
deficiencies in the management and governance that increase credit
risk due to combined family and TPG's ownership of the company as
well as key women risk with its founder and CEO, Anastasia Soare."
The negative outlook reflects the possibility that S&P could lower
our ratings if a default appeared to be inevitable within the
subsequent six months.
S&P could lower the rating if:
-- The company were unable to extend the maturity of its revolver
and term loan on satisfactory terms.
-- S&P expected the company to pursue a distressed debt exchange,
subpar repurchase, or other form of restructuring that could be
considered as a default under its criteria.
-- The company could not slow the rate of revenue and EBITDA
decline, leading to continued performance shortfall and higher cash
burn;
-- Liquidity position deteriorated further, resulting in reliance
on its revolver and a potential covenant compliance breach.
S&P could take a positive rating action if it believed a default
were less likely in the next 12 months. This could happen if:
-- Anastasia successfully refinanced its upcoming debt maturities
with satisfactory terms, and
-- The company's operating performance improved and generated
positive FOCF.
ARCLINE FM: Moody's Affirms B3 CFR & Lowers 1st Lien Loans to B3
----------------------------------------------------------------
Moody's Investors Service affirmed Arcline FM Holdings, LLC's (dba
Fairbanks Morse Defense or FMD) B3 corporate family rating, B3-PD
probability of default rating and Caa2 senior secured second lien
rating. Simultaneously, Moody's downgraded FMD's senior secured
first lien rating to B3 from B2. The outlook is stable.
The affirmation of the B3 CFR reflects FMD's increase in scale
following its leveraged buyout (LBO) in December 2019. The company
has completed several acquisitions that have increased and
diversified its product offerings. The growth strategy supports
FMD's very strong position as a supplier to the US Navy and Coast
Guard. The ratings also reflect the company's weak interest
coverage, high financial leverage and modest scale. Liquidity will
continue to be adequate with Moody's expectation of positive free
cash flow and limited use of the revolver over the next 12-18
months.
The downgrade of the senior secured first lien rating reflects the
loss of notching uplift following the proposed change to FMD's debt
structure. FMD will refinance $122 million of its second lien term
loan maturing June 2029 with incremental first lien debt, thereby
reducing the first loss absorption the second lien debt provides in
the event of a restructuring. Simultaneously, FMD is repricing the
$209 million non-fungible first lien term loan from November 2023.
No other material changes are expected to the terms of the
facilities.
RATINGS RATIONALE
FMD's B3 CFR reflects weak interest coverage and modest organic
growth with a niche focus. Moody's adjusted EBIT/Interest expense
will remain below 1.0 times for the next several quarters due in
part to FMD's acquisitive growth strategy and the elevated interest
rate environment. The company's revenue base is small relative to
similarly rated peers and its customer concentration is skewed
towards the US Navy and Coast Guard. Most of the company's
contracts are fixed price, and therefore weak execution or cost
overruns could lead to volatility in earnings and cash flow.
Moody's adjusted debt/EBITDA will remain high at about 6.5 times.
The ratings are supported by FMD's very good revenue visibility and
a solid niche position as a key US Navy/Coast Guard subcontractor.
A large installed equipment base will continue to drive demand for
aftermarket parts and services. The company is the sole domestic
supplier for the engine classes that FMD builds and the US Navy
will primarily source its propulsion systems domestically. Barriers
to entry are therefore substantial. The strength of the company's
competitive position is demonstrated by its high EBITDA margin of
around 30%. The rating is supported by the company's good growth
prospects as the US Navy extends the life of and expands its ship
fleet. Moody's anticipates adequate liquidity supported by free
cash flow generation and limited use of its revolver over the next
several quarters.
The stable outlook reflects adequate liquidity, solid demand for
products and services and continued good performance on fixed price
contracts. The outlook also anticipates an acquisitive growth
strategy without disruption to ongoing operations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings may be upgraded if the company sustains positive free
cash flow or increases its scale. Debt/EBITDA sustained below 6.0
times or EBIT/Interest expense sustained above 1.5 times may also
support an upgrade.
The ratings may be downgraded if liquidity weakens or if
debt/EBITDA exceeds 7.5 times. Interest coverage sustained below
1.0 times may also result in a downgrade. More aggressive financial
policies may also result in a downgrade.
Arcline FM Holdings, LLC (dba Fairbanks Morse Defense) is a
provider of propulsion systems, ancillary power units, motors and
electric controllers for the US Navy and US Coast Guard. The
company is owned by entities of Arcline Investment Management.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
ARTERA SERVICES: Moody's Hikes CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has upgraded Artera Services, LLC's
Corporate Family Rating to B3 from Caa1 and Probability of Default
Rating to B3-PD from Caa1-PD. Moody's has also assigned B3 ratings
to the company's new $211 million backed senior secured first-lien
revolver, $740 million backed senior secured first lien term loans
and $740 million backed senior secured notes. The outlook remains
stable.
The proceeds from the debt issuance, together with about $800
million equity injection, $300 million new PIK debt and cash on
hand, will be used to repay the company's existing $1.3 billion
first lien term loan, $987 million secured notes and $94 million
second lien term loan, as well as $88 million borrowings under the
accounts receivable facility.
The rating upgrade reflects Artera's deleveraging to the level
commensurate with a B3 rating thanks to its owner's large equity
contribution, as well as recent earnings improvement driven by cost
savings and business transformation. In addition, the extension of
debt maturities gives the company more leeway to execute on
business restructuring and capture growth opportunities. Governance
consideration, in particular the equity contribution to reduce
debt, is a key driver for the rating upgrade.
RATINGS RATIONALE
Moody's expects Artera's credit metrics to become in line with B3
rating requirements after recapitalization. Adjusted debt leverage
will improve to about 6.0x from nearly 9.0x at the end of September
2023. Interest coverage will rise above 1.5x. The outlook for free
cash flow generation brightens with a substantial decline in
interest payment and continued cost savings in 2024. In addition,
the improvement in its credit profile is conducive to bidding new
projects in the gas utility service sector and negotiating more
favorable terms and conditions with its customers, suppliers, banks
and insurance providers.
Artera's liquidity profile will improve after amending and
extending its revolver and accounts receivable (A/R) facility. The
revolver will be upsized to $211 million. The maturities of its
revolver and A/R facility will be extended to February 2029 and
February 2027, respectively. Both will be undrawn after
recapitalization. Artera will also have sufficient headroom under
the revolver's springing covenant, thus be in a better position to
fund its working capital and capital expenditure.
Artera's rating remains constrained by the large amount of debt on
the balance sheet, execution risks associated with its cost
reduction efforts and limited end market diversity given its focus
on maintenance, repair and upgrade services to gas and electric
utilities. This work is typically covered by master service
agreements and blanket contracts, but work order releases can
fluctuate and exogenous factors such as weather can delay project
completion, leading to periodic inefficiencies in labor and asset
utilization and margin compression. Business risks include project
safety and service quality, which will affect customer retention
and operating results.
Artera's credit profile is supported by the industry fundamentals
as utilities focus on replacing aging infrastructure and
outsourcing engineering and construction services to third parties.
The recurring maintenance, repair and upgrade services for gas and
electric distribution networks account for slightly above three
quarters of Artera's sales. Exposure to fixed-price projects are
about a quarter of its revenues.
Artera's new first lien senior secured term loan and first lien
senior secured notes rating assessment are in line with the B3 CFR,
as they are secured by first priority lien on substantially all the
tangible and intangible assets of the company and they account for
the vast majority of the new debt capital structure. The B3 ratings
also reflect the junior-ranking position of the first lien debt
instruments with respect to the $350 million securitization
facility, the collateral for which includes the company's accounts
receivables.
Artera's credit profile also reflects environmental, social and
governance factors. Its Credit Impact Score ("CIS") has been
changed to CIS-4 from CIS-5, reflecting the change in Governance
score to G-4 from G-5 after the owner's equity injection to reduce
debt and recent performance improvement under the new management
team. The company's maintenance, upgrade and repair services to gas
utilities and power companies have relatively low
environmental-related risks and help reduce methane leakage from
its customers' pipelines. Health and safety risks to its employees
in the construction business is a key element in social
consideration.
The stable outlook reflects Moody's expectation that Artera will
improve its business fundamentals, realize cost savings to
strengthen its earnings and keep debt leverage steady in the next
12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Artera's ratings could be downgraded, if operating performance
deteriorates, free cash flow turns negative or debt leverage ratio
remains above 6.0x for an extended period of time. A deterioration
in its liquidity profile could also have negative credit
implication.
Artera's ratings could be upgraded, if it improves profit margins,
generates consistent free cash flow and sustains a debt leverage
below 5.0x.
Headquartered in Atlanta, Georgia, Artera Services, LLC is an
independent provider of repair, maintenance, replacement, and
installation services to the distribution and small transmission
segment of the utility industry. The company operates primarily in
the East, South, Southwest, and Midwest regions of the United
States. Its customers are natural gas and electric utilities and
midstream operators. The company generated revenues of about $2.4
billion for the last twelve months ending September 2023. Clayton,
Dublier & Rice ("CD&R") acquired the majority ownership of the
company in 2018.
The principal methodology used in these ratings was Construction
published in September 2021.
ARTERA SERVICES: S&P Upgrades ICR to 'B-', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised our issuer credit rating on Artera
Services LLC, a U.S.-based gas and electric utility service
provider, to 'B-' from 'CCC+'.
S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to the proposed $740 million term
loan and its $740 million senior secured notes. The recovery rating
is '3', indicating our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a default. In addition, we
raised our rating on the company's $211 million revolving line of
credit to 'B-' from 'CCC+'.
"The stable outlook reflects our expectation for healthy operating
performance with low- to mid-single digit percent top-line growth
and margin expansion toward the low- to mid-teens percent area due
to price increases and cost reduction initiatives. The stable
outlook incorporates our expectation for sustained positive free
operating cash flow (FOCF) with S&P Global Ratings-adjusted FOCF to
debt in the low-to mid-single digit percent and leverage remaining
at about 6.0x in 2024."
Artera's comprehensive refinancing of its capital structure
addresses near-term refinancing risk and reduces its debt burden
via sponsor equity contribution. Artera's financial sponsor is
contributing $801 million in common equity to reduce debt. In
addition, Artera seeks to raise $1.48 billion in debt to repay
existing debt. The transaction will address the company's debt
maturities, pushing them to 2031, and improve leverage. S&P expects
the company's healthy operating performance, combined with lower
debt burden and improved funding costs will support positive FOCF
over the next 12-24 months.
S&P said, "We expect FOCF generation will improve significantly in
2024. We expect FOCF generation of $65 million in 2024 due to the
lower interest burden providing some headroom for potential FOCF
fluctuations. We assume about $14 million of working capital
outflow to support growth and capital expenditure of about 3% of
revenues. We do not project any sizable acquisitions over the next
12 months, during which transaction fees are significantly
elevated, constraining cash flow. We note that $451 million
availability under its $211 million revolving line of credit and
$350 million account receivable securitization facility provides
adequate liquidity for potential FOCF fluctuations due to
underperformance or larger-than-expected working capital outflows.
"We expect leverage will improve significantly, declining to about
6.0x in 2024. We expect the lower interest burden to contribute to
improved FOCF generation. That said, our view of Artera's financial
risk is governed by its financial-sponsor ownership and our
baseline expectation for S&P Global Ratings-adjusted debt to EBITDA
in the 6.0x range through 2025 (compared to over 9.0x in 2023). We
expect its financial policies will remain aggressive and the
company's financial sponsors will favor tuck-in acquisitions funded
with debt, which may preclude significant debt reduction with debt
to EBITDA remaining above 5x over the next few years.
"We expect continued improvement in the company's profit margins
through 2025. We project the company's reported EBITDA margin will
grow to 11.8% in 2024 from about 10% in 2023 due to increased
prices, improved contract terms, and improved efficiency. Our
projections reflect increased volume in the gas distribution
segment due to increasing wallet share from existing customers. We
assume $26 million of net benefit from the implementation of its
planned cost-saving initiatives in 2024, which relates to
improvements in its operations, procurement, and fleet utilization.
Artera's contracts typically include annual pricing escalators
(about 2%-4%) that are financially accretive during periods of
moderate inflation but were not sufficient to recover the acute
inflation Artera experienced in 2021-2022. The company has been
taking aggressive pricing actions since late 2022, which we believe
will enable it to restore profitability to historical levels.
"The stable outlook reflects our expectation for healthy operating
performance with low- to mid-single digit percent top-line growth
and margin expansion toward the low- to mid-teens percent area due
to price increases and cost reduction initiatives. The stable
outlook incorporates our expectation for sustained positive FOCF
with S&P Global Ratings-adjusted FOCF to debt in the low-to
mid-single digit percent and leverage remaining at about 6.0x in
2024."
S&P could lower its ratings if Artera's cash flows come under
pressure, and it expects sustained FOCF deficits or liquidity
strains. This could happen if:
-- Operating performance weakens and the company cannot implement
its planned price increases and cost-savings initiatives, with
EBITDA margins well below our base case;
-- Cash interest expense increases to the extent free cash flow
generation is strained; or
-- Working capital needs increase.
S&P could raise its ratings if:
-- The company exhibits profitable growth and improves cash flow
generation such that S&P Global Ratings-adjusted FOCF to debt is
sustained in the mid-single-digit percent area;
-- S&P Global Ratings-adjusted debt to EBITDA is sustained below
6.0x; and
-- The sponsor prioritizes deleveraging with cash flow rather than
debt-funded acquisitions and dividends over the long term.
ATHERSYS INC: Hearing to Approve Bid Rules Set for Feb. 6
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio is set
to hold a hearing on Feb. 6 to consider approval of the bid rules
proposed by Athersys Inc. and its affiliates in connection with the
sale of their assets.
The companies are selling substantially all of their assets to
their lender, Healios K.K., or to another buyer with a better
offer.
The consideration to be provided by Healios is a total price of $2
million in the form of a credit bid of its obligations under a
multi-draw debtor-in-possession loan, and the payment of cure costs
for any purchased contracts.
Healios' offer will serve as the stalking horse bid at the auction
scheduled for March 5. In the event it is not selected as the
winning bidder at the auction, Healios will receive a break-up fee
of $200,000 and expense reimbursement of up to $300,000.
Any interested buyer must follow the bid rules in order to
participate in the auction.
The bid rules set a Feb. 29 deadline for interested buyers to place
their bids on the assets. Any competing bid must include a cash
consideration equal to or exceeding Healios' $2 million offer;
$500,000 for the bid protections; and an additional $20,000.
The companies will announce the winning bidder not later than one
day after cancellation or completion of the auction.
The bankruptcy court will hold a hearing on March 14 to consider
the sale of the companies' assets to the winning bidder. Objections
to the sale must be filed one day before the hearing, at 12:00 p.m.
(Eastern Time).
The winning bidder has until April 1 to consummate the sale,
according to the bid rules.
About Athersys Inc.
Athersys, Inc. is a clinical-stage biotechnology company developing
novel and proprietary best-in-class therapies designed to extend
and enhance the quality of human life. It is based in Cleveland,
Ohio.
Athersys and its affiliates concurrently filed voluntary Chapter 11
petitions (Bankr. N.D. Ohio Lead Case No. 24-10043) on Jan. 5,
2024. At the time of the filing, Athersys reported $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.
Judge Jessica E. Price Smith presides over the cases.
The Debtors tapped Nicholas Miller, Esq. at McDonald Hopkins, LLC
as legal counsel; Outcome Capital, LLC as investment banker; and
Ankura Consulting Group, LLC as financial advisor. Kasey Rosado,
senior managing director at Ankura, serves as the Debtors' interim
chief financial officer.
ATLAS MIDCO: S&P Stays 'CCC+' ICR on New M&G Modifier Assessment
----------------------------------------------------------------
S&P Global Ratings retained its ratings on Atlas Midco Inc. (dba
Alvaria), including its 'CCC+' issuer credit rating, following the
assignment of the new M&G assessment.
S&P Global Ratings assigned a new M&G modifier assessment of
negative to Delaware-based Alvaria. The action follows the revision
to S&P's criteria for evaluating the credit risks presented by an
entity's management and governance framework. The terms management
and governance encompass the broad range of oversight and direction
conducted by an entity's owners, board representatives, and
executive managers. These activities and practices can impact an
entity's creditworthiness and, as such, the M&G modifier is an
important component of its analysis.
S&P's M&G assessment of negative reflects material deficiencies in
the management and governance that clearly increase credit risk for
Alvaria.
All other ratings on Alvaria remain unchanged.
S&P said, "The stable outlook reflects our expectation for
Alvaria's cash burn to moderate somewhat over the next 12 months
helped by cost savings and reduced restructuring and one-off cash
outflows. While there are no near-term debt maturities, with the
earliest maturity being the revolving credit facility (RCF) in May
2026, we view the capital structure as unsustainable given the
company's high interest burden and the uncertainty around a return
to long-term revenue growth and sustainable positive FOCF
generation."
Downside scenario
S&P could lower its ratings if it believes Alvaria could undertake
a debt restructuring or distressed exchange within a 12-month
period. This could be due to S&P's expectation of:
-- Worse-than-expected or sustained revenue declines because of
weak customer demand, elevated customer churn, or further
operational mishaps;
-- Greater-than-expected cash burn leading to a further weakened
liquidity position, resulting in a likely inability to meet debt
servicing obligations and seasonal net working capital needs within
the next 12 months; or
-- Cost-cutting activities not sufficient to offset revenue
declines such that S&P believes financial covenants might be
breached within the next 12-24 months.
Upside scenario
S&P could raise its rating if:
-- Alvaria stabilizes revenues with support from lower cloud
customer churn due to greater confidence in the company's security
operations, a return to bookings growth from effective sales and
channel partner execution, and good demand for core WEM and
outbound products;
-- EBITDA margins remain above 30%, with the company maintaining
adequate cost discipline while investing to support organic growth;
and
-- S&P expects a return to sustained positive FOCF, leading to an
improved liquidity position as evidenced by the company's cash
balance and RCF availability. This could be driven by cost
efficiencies and net working capital management and further
supported by an equity capital infusion.
AVAMERE NPS: Unsecureds to Get Left Over From Debtor Reserve
------------------------------------------------------------
Avamere NPS Stables LLC and Avamere NPS Carpenters LLC filed a
Joint Plan of Liquidation and a Disclosure Statement.
The Debtors are single asset real estate limited liability
companies organized under the laws of the District of Columbia with
a principal place of business located in the District of Columbia.
The sole significant tangible asset of Carpenters is the
"Carpenters Property" which is that property commonly known as 2725
Cassedy Street, Silver Spring MD 20910, and more specifically known
as Lot 22, Block 1 in a subdivision known as "Forest Glen Park" per
plat thereof recorded as Plat No. 23377 among the Land Records of
Montgomery County, Maryland. The Carpenters Property consists of
six vacant condominium units located in Silver Spring, MD. The
Carpenters Property was subject to liens in favor of Odeh
Properties, LLC and WCP Fund I, LLC ("WCP").
The sole significant tangible asset of Stables is the "Stables
Property" which is that property commonly known as 2701 Linden
Lane, Silver Spring MD 20910, and more specifically known as Lot
43, Block 1 in a subdivision known as "Forest Glen Park" per plat
thereof recorded as Plat No. 23374 among the Land Records of
Montgomery County, Maryland. The Stables Property consists of seven
vacant condominium units located in Silver Spring, MD. The Stables
Property was subject to liens in favor of B&L Funding, LLC and
WCP.
The Stables Property and the Carpenters Property are hereinafter
collectively referred to as the "Properties."
Under the Plan, Class 8 consists of Unsecured Claims. On the
Distribution Date, the Debtors will pay any amounts left over from
the applicable Debtor Reserve after payment of Administrative and
Priority Tax Claims, to holders of General Unsecured Claims in full
and complete satisfaction of any General Unsecured Claims. Holders
of Allowed Class 8 Claims are impaired entitled to vote to accept
or reject the Plan.
At any time of WCP's choosing, the Debtors shall convey the
Properties to WCP or any other entity to which WCP directs that the
Debtors make such transfer. WCP shall be responsible for all costs
of effectuating such transfer, including payment of all required
real estate taxes, closing costs, water/sewer liens and any
required US Trustee fees.
All property of the Estate shall revest in the Debtors on the
Effective Date, free and clear of all other liens, claims,
interests and encumbrances, except for the liens specifically
granted by the Plan.
Counsel for the Debtors:
Justin P. Fasano, Esq.
MCNAMEE HOSEA, P.A.
6404 Ivy Lane, Suite 820
Greenbelt, MD 20770
Tel: (301) 441-2420
Fax: (301) 982-9450
E-mail: jfasano@mhlawyers.com
A copy of the Disclosure Statement dated Jan. 17, 2024, is
available at https://tinyurl.ph/tGOdn from PacerMonitor.com.
About Avamere NPS Stables
Avamere NPS Stables LLC is a Single Asset Real Estate (as defined
in 11 U.S.C. Sec. 101(51B)).
Avamere NPS Stables LLC and affiliates sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Case No. 23-00285) on
Oct. 5, 2023. In the petition filed by James Smith, as managing
member, the Debtor reports estimated assets and liabilities between
$1 million and $10 million.
The Honorable Bankruptcy Judge Elizabeth L Gunn oversees the case.
The Debtor is represented by:
Justin Philip Fasano, Esq.
McNamee Hosea, P.A.
c/o James Smith
44050 Ashburn Shopping Plaza
Suite 195-637
AVAYA HOLDINGS:S&P Stays 'CCC+' ICR on New M&G Modifier Assessment
------------------------------------------------------------------
S&P Global Ratings retained its ratings on Morristown, N.J.-based
Avaya Holdings Corp., including its 'CCC+' issuer credit rating,
are unchanged following the assignment of the new M&G assessment.
Rating Action Rationale
S&P Global Ratings assigned a new M&G modifier assessment of
Negative to Morristown, New Jersey based Avaya Holdings Corp. The
action follows the revision to our criteria for evaluating the
credit risks presented by an entity's management and governance
framework. The terms management and governance encompass the broad
range of oversight and direction conducted by an entity's owners,
board representatives, and executive managers. These activities and
practices can impact an entity's creditworthiness and, as such, the
M&G modifier is an important component of its analysis.
S&P's M&G assessment of negative reflects Avaya's two bankruptcies
which it believes translate to deficiencies in management and
governance that have potential to increase the company's credit
risk.
All other ratings on Avaya Holdings Corp. remain unchanged.
S&P said, "The stable outlook reflects Avaya's significantly
reduced debt burden and our expectation that the company will
return to growth starting in 2025, improving profitability metrics
as a result of sizable cost-saving actions taken and planned. The
stable outlook also reflects its strong liquidity balances, which
we believe will provide ample headroom as Avaya ramps up operations
following its bankruptcy filing."
Downside scenario
S&P could lower the rating if operational challenges arise from
Avaya's business turnaround such that:
-- Revenue growth stalls or declines on a sustained basis;
-- Free operating cash flow (FOCF) deficits accelerate;
-- The compliance calculated fixed-charge coverage ratio
approaches 1x; or
-- Liquidity deteriorates and S&P believes Avaya may not meet its
near-term cash commitments.
Upside scenario
S&P could raise its ratings on Avaya if it:
-- Sustains revenue growth and EBITDA margins in the
high-single-digit percent area; and
-- Generates positive and increasing FOCF.
AVINGER INC: Agrees to Reduce Loan Minimum Liquidity Requirement
----------------------------------------------------------------
Avinger, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Jan. 26, 2024, it entered into
Amendment No. 7 to the Term Loan Agreement with CRG Partners III
L.P. and certain of its affiliated funds, as lenders, dated as of
Sept. 22, 2015, by and among the Company, certain of its
subsidiaries from time to time party thereto as guarantors and
Lenders.
The Amendment reduces the minimum liquidity requirement of the Term
Loan Agreement from $3,500,000 to $1,000,000 until April 1, 2024.
Thereafter, the Company will be subject to the minimum liquidity
requirement of $3,500,000.
About Avinger
Headquartered in Redwood City, California, Avinger, Inc. --
http://www.avinger.com-- is a commercial-stage medical device
company that designs and develops image-guided, catheter-based
system for the diagnosis and treatment of patients with Peripheral
Artery Disease (PAD). The Company designs, manufactures, and sells
a suite of products in the United States and select international
markets.
Avinger reported a net loss applicable to common stockholders of
$27.24 million for the year ended Dec. 31, 2022, a net loss
applicable to common stockholders of $21.59 million for the year
ended Dec. 31, 2021, a net loss applicable to common stockholders
of $22.87 million for the year ended Dec. 31, 2020, a net loss
applicable to common stockholders of $23.03 million for the year
ended Dec. 31, 2019, and a net loss applicable to common
stockholders of $35.69 million for the year ended Dec. 31, 2018.
San Francisco, California-based Moss Adams LLP, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated March 15, 2023, citing that the Company's recurring
losses from operations and its need for additional capital raise
substantial doubt about its ability to continue as a going
concern.
"The Company can provide no assurance that it will be successful in
raising funds pursuant to additional equity or debt financings or
that such funds will be raised at prices that do not create
substantial dilution for its existing stockholders. Given the
volatility in the Company's stock price, any financing that the
Company may undertake in the next twelve months could cause
substantial dilution to its existing stockholders, and there can be
no assurance that the Company will be successful in acquiring
additional funding at levels sufficient to fund its various
endeavors. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. In addition, the
macroeconomic environment has in the past resulted in and could
continue to result in reduced consumer and investor confidence,
instability in the credit and financial markets, volatile corporate
profits, and reduced business and consumer spending, which could
increase the cost of capital and/or limit the availability of
capital to the Company," the Company said in its Quarterly Report
for the period ended Sept. 30, 2023.
BARNES & NOBLE: Bernard Selz Holds 6.09% Equity Stake
-----------------------------------------------------
In a Schedule 13G Report filed with the U.S. Securities and
Exchange Commission, Bernard Selz disclosed that as of December 31,
2023, he beneficially owned 3,236,984 shares of Barnes & Noble
Education, Inc.'s Common Stock, representing 6.09% of the shares
outstanding.
A full-text copy of the report is available at
http://tinyurl.com/yv4xw6dd
About Barnes & Noble Education
Basking Ridge, New Jersey-based Barnes & Noble Education, Inc.
("BNED") is one of the largest contract operators of physical and
virtual bookstores for college and university campuses and K-12
institutions across the United States. It is one of the largest
textbook wholesalers, inventory management hardware and software
providers that operates 1,289 physical, virtual, and custom
bookstores and serve more than 5.8 million students, delivering
essential educational content, tools and general merchandise within
a dynamic omnichannel retail environment.
As of July 29, 2023, BNED has $1,070,817,000 in total assets and
$989,758,000 in total liabilities.
BNED was previously warned that its liquidity level raised
substantial doubt about its ability to continue as a going concern
as of the year ended April 29, 2023, according to a TCR report
dated Sept. 12, 2023.
BNED's management believes that the expected impact on its
liquidity and cash flows resulting from the debt amendments and the
operational initiatives as outlined are sufficient to enable the
Company to meet its obligations for at least the next 12 months and
to continue to alleviate the conditions that initially raised
substantial doubt.
BIG TEDDY: Seeks Cash Collateral Access
---------------------------------------
Big Teddy, LLC d/b/a Big Plush asks the U.S. Bankruptcy Court for
the District of New Jersey for authority to use cash collateral and
provide adequate protection.
The Debtor requires the use of cash collateral to pay its ordinary
and necessary business expenses such as payroll, rent, taxes,
insurance, maintenance, inventory costs, and other basic operating
expenses.
On September 14, 2023, Amazon Capital Services, Inc. provided a
business loan to the Debtor in the principal amount of $40,124 with
an annual interest rate of 9.99%. This loan was a refinance of an
existing business loan from Amazon. The Amazon Loan Agreement
provided for repayment of $3,527 per month over a 12-month period.
Pursuant to the Amazon Loan Agreement, Amazon funded the Amazon
Loan into the Debtor's Amazon Seller Account and is authorized to
withhold disbursements to the Debtor from its Amazon Seller Account
or to deduct loan payments from the Amazon Seller Account to cover
any scheduled payments due to Amazon under the Amazon Loan
Agreement.
Amazon perfected its original loan to the Debtor by filing a UCC-1
financing statement on March 2, 2021. In addition, Amazon has a
perfected security interest in the Amazon Collateral pursuant to
N.J.S.A. 12A:9-310(b)(8) and 12A:9-314 as a result of its control
over the Debtor's Amazon Seller account.
To further secure payment, Michael Matuska executed a personal
guarantee of the Amazon Loan pursuant to which Mr. Matuska agreed
to unconditionally guaranty repayment of the Debtor's obligations
to Amazon.
As of the date of the motion, the Debtor is current on its payments
to Amazon and is not in default under the Amazon Loan Agreement.
The current balance of the debt owed to Amazon is $37,964.
On January 12, 2022, the Debtor executed a Revenue Based Financing
Agreement with EBF Holdings LLC d/b/a Everest Business Funding to
secure a merchant cash advance in the principal amount of $50,000.
To perfect its security interest in the Future Receipts, Everest
filed a UCC-1 financing statement on August 2, 2022. As of the date
of the motion, $2,706 is owed to Everest.
The Debtor obtained a working capital loan from PayPal Inc. in the
principal amount of $15,500. The Debtor and PayPal executed a
Working Capital Account Agreement which permitted PayPal to
automatically deduct payments from the Debtor's PayPal account in
connection with the loan and granted PayPal a security interest in
the Debtor's PayPal account as well as other general business
intangibles. PayPal never filed a UCC-1 financing statement.
The current outstanding balance of the loan to PayPal is $10,023.
Both Amazon and PayPal automatically deduct moneys owed to them
from the Debtor's Amazon Business Seller's Account and PayPal
Account, respectively, prior to disbursing the net cash proceeds to
the Debtor for the sale of its goods on various e-commerce
platforms. Amazon and PayPal's interests are adequately protected
under these circumstances.
The Debtor plans to sell its business and assets to a third party
as part of a liquidating chapter 11 plan. For the sale to happen,
the Debtor must be able to continue operating as a going concern,
which requires the continued use of cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=oyykUq
from PacerMonitor.com.
About Big Teddy
Big Teddy, LLC conducts business under the name Big Plush. The
company is based in Newark, N.J.
Big Teddy filed voluntary Chapter 11 petition (Bankr. D.N.J. Case
No. 23-19587) on Oct. 30, 2023, with up to $50,000 in assets and $1
million to $10 million in liabilities. Michael Matuska, sole
member, signed the petition.
Michael E. Holt, Esq., at Forman Holt represents the Debtor as
legal counsel.
BLACKBERRY LTD: Proposes $160M Private Convertible Notes Offering
-----------------------------------------------------------------
BlackBerry Limited announced that it intends to offer, subject to
market and other conditions, $160 million aggregate principal
amount of Convertible Senior Notes due 2029 in a private offering.
The notes will be offered only to persons reasonably believed to be
qualified institutional buyers in accordance with Rule 144A under
the Securities Act of 1933, as amended, and pursuant to prospectus
exemptions in Canada and other jurisdictions. BlackBerry also
expects to grant the initial purchasers of the notes the option to
purchase, within a 13-day period beginning on, and including, the
date on which the notes are first issued, up to an additional $25
million aggregate principal amount of the notes.
BlackBerry intends to use the net proceeds from the offering of the
notes to fund the repayment or repurchase of its outstanding $150
million aggregate principal amount of 1.75% extendible convertible
unsecured debentures due February 15, 2024 (the "Existing
Debentures") and the remainder, if any, for general corporate
purposes.
The notes will be BlackBerry's general unsecured obligations,
ranking senior to BlackBerry's obligations under the Existing
Debentures. The notes will mature on February 15, 2029, unless
earlier converted, redeemed or repurchased. BlackBerry may satisfy
any conversions of the notes by paying or delivering, as the case
may be, cash, its common shares or a combination of cash and its
common shares, at BlackBerry's election (or, in the case of any
notes called for redemption that are converted during the related
redemption period, solely its common shares). The interest rate on,
the initial conversion rate of, and other terms of the notes will
be determined at the time of pricing of the offering.
The closing of the offering will be subject to customary
conditions, including approval from the Toronto Stock Exchange.
The offer and sale of the notes and the common shares issuable upon
conversion of the notes, if any, have not been registered under the
Securities Act or any state securities laws. Unless a subsequent
sale is registered under the Securities Act, the notes and the
common shares issuable upon conversion of the notes, if any, may
only be offered or sold in the United States in a transaction that
is exempt from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
About BlackBerry
Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB;
TSX: BB) provides intelligent security software and services to
enterprises and governments around the world. As of Aug. 31, 2023,
the Company had $1.613 billion in total assets against $784 million
in total liabilities.
In September 2023, Egan-Jones Ratings Company maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by BlackBerry Limited.
BLUE STAR: Registers 19.9 Million Shares for Potential Resale
-------------------------------------------------------------
Blue Star Foods Corp. filed with the Securities and Exchange
Commission Amendment No. 2 to its Form S-1 registration statement
relating to the potential offer and resale by the selling
stockholders or their permitted transferees of 19,876,735 shares of
the Company's common stock, $0.0001 par value per share, consisting
of:
(i) up to 2,761,668 shares issuable upon conversion of the
principal and accrued interest at maturity of two convertible
promissory notes in the aggregate principal amount of $1,500,000 in
total, each issued to Lind Global Fund II LP on May 30, 2023, and
July 27, 2023, respectively (collectively the "Lind Notes")
(ii) 435,035 shares of Common Stock issuable upon the exercise
of warrants (at an exercise price of $2.45 per share), issued to
Lind on May 30, 2023, and
(iii) up to 16,680,032 shares issuable pursuant to that certain
purchase agreement (the "ELOC Purchase Agreement") dated May 16,
2023, by and between ClearThink Capital Partners, LLC and the
Company.
The registration of the shares of Blue Star's Common Stock covered
by the prospectus does not necessarily mean that any shares of its
Common Stock will be sold by any of the Selling Stockholders, and
the Company cannot predict when or in what amounts any of the
Selling Stockholders may sell any of its shares of Common Stock
offered by the prospectus.
The Selling Stockholders, or their respective transferees,
pledgees, donees or other successors-in-interest, may sell the
Common Stock through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at
privately negotiated prices. The Selling Stockholders may sell any,
all or none of the securities offered by this prospectus, and the
Company not know when or in what amount the Selling Stockholders
may sell their shares of Common Stock hereunder following the
effective date of this registration statement.
There is currently a limited public trading market for The
Company's Common Stock.
The Company's Common Stock is listed on the Nasdaq Capital Market
under the symbol "BSFC." The last reported sale price of its common
stock on the Nasdaq Capital Market on January 10, 2024, was $0.15
per share. ClearThink is an "underwriter" within the meaning of
Section 2(a)(11) of the Securities Act. The additional Selling
Stockholder is or may be an "underwriter" within the meaning of
Section 2(a)(11) of the Securities Act.
Blue Star is registering the shares of Common Stock on behalf of
the Selling Stockholders, to be offered and sold by them from time
to time. It will not receive any proceeds from the sale of the
Common Stock by the Selling Stockholders in the offering described
in the prospectus. The Company has agreed to bear all of the
expenses incurred in connection with the registration of the Common
Stock. The Selling Stockholders will pay or assume discounts,
commissions, fees of underwriters, selling brokers or dealer
managers and similar expenses, if any, incurred for the sale of the
Common Stock.
A full-text copy of the Prospectus is available at
http://tinyurl.com/jmzhxdzn
About Blue Star Foods
Based in Miami, Florida, Blue Star Foods Corp. --
https://bluestarfoods.com/ -- is an international sustainable
marine protein company based in Miami, Florida, that imports,
packages and sells refrigerated pasteurized crab meat, and other
premium seafood products. The Company's main operating business,
John Keeler & Co., Inc. was incorporated in the State of Florida in
May 1995. The swimming crab meat primarily from Indonesia,
Philippines and China and distributing it in the United States and
Canada under several brand names such as Blue Star, Oceanica,
Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride
Fresh, and steelhead salmon and rainbow trout fingerlings produced
under the brand name Little Cedar Farms for distribution in
Canada.
Blue Star reported a net loss of $13.19 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.61 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $7.24
million in total assets, $6.76 million in total liabilities, and
$482,294 in total stockholders' equity.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Blue Star Foods reported that the Company had an accumulated
deficit of $33,188,070 and a working capital deficit of $1,254,840,
inclusive of $768,839 in stockholder debt for the nine months ended
Sept. 30, 2023. The Company said these factors raise substantial
doubt as to its ability to continue as a going concern.
BOND EXPRESS: Seeks Extension to File Plan Until May 13
-------------------------------------------------------
Bond Express, Inc., filed a motion to extend its time to file a
Chapter 11 Small Business Plan of Reorganization and Disclosure
Statement pursuant to 11 U.S.C. Sec. 1121(e).
The Debtor is a corporation with the business address 1890 East 5
Street #2K, Brooklyn, NY 11223.
From the filing of this bankruptcy case, Debtor has consistently
and timely filed all Monthly Operational Reports pursuant to the
rules of the Bankruptcy Court. As well, the Debtor is up to date
with all the payments of the quarterly fees to the US Trustee's
Office as debtor in possession.
The Debtor continues to operate its respective business and manage
its properties as Debtor in Possession, pursuant to Sections
1107(a) and 1108 of the Bankruptcy Code.
No trustee or examiner has been appointed in this chapter 11 case.
The Debtor requests an extension of the time period to file a Plan
of Reorganization (as hereinafter defined) through and including
May 13, 2024, pursuant to Section 1121(e) of the Bankruptcy Code,
without prejudice to the Debtor's right to seek an additional
extension of such Period. Bond Express, Inc., is a small business
Debtor as defined by 11 U.S.C. Sec. 101(51C).
The Debtor's time to file the Plan of reorganization and Disclosure
statement is currently set to expire on February 11, 2024.
This fourth extension is not made for the purpose of delay. The
fourth requested extension of the time period to file a plan is
necessary due to the fact, that the time to file a plan is set to
expire on Feb. 11, 2024, and the Debtor needs an additional time to
complete negotiations with the U.S. Small Business Administration
and thereafter to file a plan of reorganization and disclosure
statement, offering treatment to the main and other remaining
Creditors of the estate. The Debtor made an offer to the U.S.
Small Business Administration.
Furthermore, the fourth extension of the time period to file a plan
will allow the Debtor to file a Chapter 11 plan and disclosure
statement without violating the Bankruptcy Code provisions and to
provide treatment to its Creditors.
Counsel for the Debtor:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
About Bond Express
Bond Express, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 22-42628) on Oct. 21, 2022, with as much as $1
million in both assets and liabilities. Judge Jil Mazer-Marino
oversees the case. The Law Offices of Alla Kachan, PC, and Wisdom
Professional Services, Inc., serve as the Debtor's legal counsel
and accountant, respectively.
BORINQUEN NATURAL: NGO Raises Plan Objections
---------------------------------------------
Creditor, NGO Health Distributor, Inc, filed an objection to
Borinquen Natural, LLC's Chapter 11 Plan.
At a hearing held on Sept. 26, 2023, the Court granted Debtor 45
days to Amended the Disclosure Statement and Plan, among other
things, which was due on Nov. 10, 2023, however, they filed the
Amended Disclosure Statement and the Amended Plan on Nov. 15, 2023,
hence, leaving less than the 28 days afforded by Rule 2002 of the
Federal Rules of Bankruptcy Procedure to object to the Disclosure
Statement and Plan. Such Amended Disclosure Statement and Plan were
again, amended on December 27, 2023, however, after review of the
same, NGO's objection to both documents, the Amended Disclosure
Statement and Amended Chapter11 Plan, remains since Debtor have
failed to addressed the main issues involving the Priority Rule and
the Liquidation Value, among many other concerns raised on the
present objection.
Also, as of Jan. 2, 2024, Debtor nor Debtor's attorney has
circulated the ballots for the corresponding vote to the
undersigned attorney nor to creditor and in accordance with the
Order of the Court.
NGO objects to the confirmation of Debtor's small business plan
dated Dec. 27, 2023 for the following reasons:
a. Plan must be proposed in good faith pursuant to 11 U.S.C.
Sec. 1129(a)(3). Debtor's proposed plan dated December 27, 2023
makes reference to the income derived from the sale of goods.
However, the majority of the goods sold by Debtor are the subject
of the state civil court that is pursued by creditor NGO, since
such goods are the result of a continued infringement of copyright
laws and patents held by creditor, NGO. Part of the remedies
requested to the State Court is the imposition of a prohibition for
Debtor to continue selling products that violate the copyright
laws. Therefore, if such prohibition is ascertain, and NGO is
confident that the same will be obtained, then Debtor's continuance
of the selling of such merchandise will be in violation of federal
laws.
b. Proposed Chapter 11 Plan contemplates a Liquidation Value
that do not conform to a Chapter 7 case scenario. As per exhibit C
of the Disclosure Statement, the Debtor does not contemplate the
preferential transfers made by Debtor nor they are estimated, and
also do not include the payments made by Debtor after the filing of
the case and that might be considered preferential transfers that
will be recoverable by a Chapter 7 Trustee and such monies
increment the return percent to the unsecured creditors.
c. Proposed Chapter 11 plan sections regarding effect of
confirmation provides an injunction to the pursuit of any claim.
The plan's language in section 81, 82, 91, 92 and 93 are not
acceptable to NGO, as it provides an injunction barring any action
against Debtor after confirmation. Part of NGO's claim stems from a
violation of an exclusive distribution contract and also the
copyright infringement as well as damages. As per the latest
hearing, the stay was modified to let creditor, NGO, pursue such
civil suit until judgement. NGO must retain the capability to
pursue the civil suit. Moreover, NGO retains its right to proceed
against any co-debtor of the Debtor, as there is no co-debtor's
stay in Chapter 11. The foregoing would be particularly detrimental
to NGO, after the stay is terminated upon the entry of a final
decree.
d. Proposed treatment of claims unfairly discriminates against
unsecured creditors, class 2 and in violation of the Absolute
Priority Rule. Debtor contemplates to pay in full with interest
class 3, which is the class composed for insiders and equity
security holders, when class 2, is offered either ZERO PAYMENT
and/or in the alternative a $30,000.00 escrow account.
e. Debtor's proposed plan does not contemplate the disposable
income test and/or projections. Debtor's proposed plan only
contemplates payments for 36 months in complete disregard of their
5 year projections, nor it considers other sources of income in the
event Debtor is prohibited from selling the current products
subject to violation of trademark and copyright infringement.
Although Debtor's income may fluctuate over time, the projections
to fund its Chapter 11 plan cannot be based on mere speculation,
without any basis on prior performance. Debtor's monthly operating
reports clearly show that Debtors have not met their $20,000.00
projected cap and therefore, it was changed to $5,000.00. However,
if we consider the accounts payable, Debtor is on red figures most
of the time.
Counsel for NGO Health Distributor, Inc.:
Jacqueline Hernandez Santiago, Esq.
PO BOX 366431
San Juan, Puerto Rico 00936-6431
Tel: (787)766-0570 / 249-4264
E-mail: quiebras1@gmail.com
About Borinquen Natural
Borinquen Natural, LLC, is a corporation organized under the laws
of the Commonwealth of Puerto Rico. It is a limited liability
company engaged in the distribution and sale of a variety of health
food products. Borinquen Natural owns no real estate properties.
Borinquen Natural filed a voluntary petition for Chapter 11
protection (Bankr. D.P.R. Case No. 21-01058) on March 31, 2021,
listing under $1 million in both assets and liabilities. Judge
Mildred Caban Flores oversees the case.
The Debtor tapped Myrna L. Ruiz-Olmo, Esq., at MRO Attorneys at
Law, LLC, as bankruptcy counsel and Trebilcock & Rovira, LLC, as
special litigation counsel. Albert Tamarez-Vasquez, CPA, at Tamarez
CPA, LLC, is the Debtor's accountant.
BOYCE HYDRO: Liquidating Trustee to Sell Remaining Trust Assets
---------------------------------------------------------------
Scott Wolfson, the official overseeing the Boyce Hydro Liquidating
Trust, asked the U.S. Bankruptcy Court for the Eastern District of
Michigan for approval to sell the remaining assets of the trust.
The liquidating trustee is selling the assets to Cranehill Capital,
LLC for $6,000. The trust assets do not include cash.
The assets will be sold "free and clear" of liens, claims and
encumbrances.
The benefit of receiving immediate payment for the remaining
assets, which are largely unknown, outweighs the potential benefit
of retaining the assets, according to Anthony Kochis, Esq., the
liquidating trustee's attorney.
"The liquidating trustee believes that the cost of pursuing the
remnant assets would likely exceed the benefit that the liquidating
trust would possibly receive," Mr. Kochis said in a motion filed in
court.
About Boyce Hydro
Boyce Hydro, LLC and Boyce Hydro Power, LLC, Michigan-based
providers of electrical power services, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No.
20-21214) on July 31, 2020. At the time of the filing, the Debtors
each disclosed up to $50 million in assets and up to $10 million in
liabilities.
Judge Daniel S. Oppermanbaycity oversees the cases.
Goldstein & McClintock LLP, led by Matthew E. McClintock, Esq., is
the Debtors' legal counsel.
On Feb. 25, 2021, the court entered a nonconsensual order, which
confirmed the Debtors' joint consolidated Chapter 11 plan of
liquidation, and approved the establishment of the Boyce Hydro
liquidating trust and Scott A. Wolfson's appointment as liquidating
trustee. The plan was declared effective on March 3, 2021.
The liquidating trustee tapped Wolfson Bolton, PLLC as bankruptcy
counsel; Honigman, LLP and Steinhardt Pesick & Cohen, P.C. as
special counsel; Plante & Moran, PLLC as accountant; and Stretto as
claims agent. O'Keefe & Associates Consulting, LLC provides
litigation support services to the trustee.
CALAMP CORP: Board, Stockholders Approve 1-for-23 Stock Split
-------------------------------------------------------------
CalAmp Corp. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Jan. 25, 2024, the Board of Directors
of the Company approved a reverse stock split of the Company's
issued and outstanding shares of common stock, $0.01 par value per
share, at a ratio of 1-for-23. The Reverse Stock Split will be
effective as of 5:00 p.m. eastern time on Feb. 1, 2024.
Reason for the Reverse Stock Split
The Company is effecting the Reverse Stock Split to satisfy the
$1.00 minimum bid price requirement, as set forth in Listing Rule
5450(a)(1), for continued listing on the Nasdaq Stock Market LLC
exchange. As previously disclosed on Aug. 23, 2023, the Company
received a letter from Nasdaq on Aug. 22, 2023, indicating that for
the then last 30 consecutive business days, the Company was not in
compliance with the Minimum Bid Requirement.
In accordance with Listing Rule 5810(c)(3)(A), the Company has been
granted 180 calendar days, or until Feb. 18, 2024, to regain
compliance with the Minimum Bid Requirement. To regain compliance,
the closing bid price of the Company's Common Stock must be at
least $1.00 per share for a minimum of 10 consecutive business
during the Compliance Period.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split
becomes effective with Nasdaq and the Common Stock will begin
trading on a split-adjusted basis at the open of business on the
day following the Effective Date. In connection with the Reverse
Stock Split, the CUSIP number for the Common Stock will change to
128126208. The trading symbol for the Company, CAMP, will not be
changed.
Split Adjustment; Treatment of Fractional Shares. On the Effective
Date, the total number of shares of Common Stock held by each
stockholder of the Company will be converted automatically into (i)
the number of issued and outstanding shares of Common Stock held by
each such stockholder immediately prior to the Reverse Stock Split
divided by (ii) 23. Any fractional share of Common Stock that
would otherwise result from the Reverse Stock Split will be rounded
up to the nearest whole share and, as such, any stockholder who
otherwise would have held a fractional share after giving effect to
the Reverse Stock Split will instead hold one whole share of the
post-Reverse Stock Split Common Stock after giving effect to the
Reverse Stock Split. As a result, no fractional shares will be
issued in connection with the Reverse Stock Split and no cash or
other consideration will be paid in connection with any fractional
shares that would otherwise have resulted from the Reverse Stock
Split. The Company intends to treat stockholders holding shares of
Common Stock in "street name" (that is, held through a bank, broker
or other nominee) in the same manner as stockholders of record
whose shares of Common Stock are registered in their names. Banks,
brokers or other nominees will be instructed to effect the Reverse
Stock Split for their beneficial holders holding shares of our
Common Stock in "street name;" however, these banks, brokers or
other nominees may apply their own specific procedures for
processing the Reverse Stock Split.
Also on the Effective Date, all options, warrants and other
convertible securities of the Company outstanding immediately prior
to the Reverse Stock Split will be adjusted by dividing the number
of shares of Common Stock into which the options, warrants and
other convertible securities are exercisable or convertible by 23
and multiplying the exercise or conversion price thereof by 23, all
in accordance with the terms of the plans, agreements or
arrangements governing such options, warrants and other convertible
securities and subject to rounding to the nearest whole share.
Such proportional adjustments will also be made to the number of
shares and restricted stock units issued and issuable under the
Company's equity compensation plan.
Certificated and Non-Certificated Shares. Stockholders who are
holding their shares in electronic form at brokerage firms do not
need to take any action, as the effect of the Reverse Stock Split
will automatically be reflected in their brokerage accounts.
After the Reverse Stock Split becomes effective, the Company's
transfer agent and registrar, Equiniti Trust Company, LLC (formerly
known as American Stock Transfer & Trust Company, LLC) will mail
instructions for submitting paper certificates in exchange for new
certificates reflecting the Reverse Stock Split. Equiniti can be
contacted at (718) 921-8288, but stockholders should not submit
their paper certificates until they receive and complete the
instructions for transmittal which Equiniti will mail to them.
Certificate of Amendment. The Company will effect the Reverse
Stock Split pursuant to the Company's filing of a certificate of
amendment of the Company's amended and restated certificate of
incorporation with the Delaware Secretary of State effective at
5:00 p.m. eastern time on Jan. 25, 2024, in accordance with
Delaware Law.
Stockholder Approval. At the Company's Special Meeting held on Jan.
25, 2024, the stockholders approved a proposal to grant the Board
of Directors discretion to implement a reverse stock split in a
range of one-for-ten up to one-for-fifty. As such the Reverse
Stock Split was approved in accordance with Delaware law.
Capitalization. As of Jan. 24, 2024, there were 37,969,389 shares
of Common Stock outstanding. As a result of the Reverse Stock
Split, there will be approximately 1,650,843 shares of Common Stock
outstanding (subject to adjustment due to the effect of rounding
fractional shares into whole shares). The Reverse Stock Split will
not have any effect on the stated par value of the Common Stock.
The Total number of the Company's authorized shares of Common Stock
shall not be affected by the foregoing.
Immediately after the Reverse Stock Split, each stockholder's
relative ownership in the interest in the Company and proportional
voting power will remain virtually unchanged except for minor
changes and adjustments that will result from rounding fractional
shares into whole shares.
About CalAmp
CalAmp Corp. is a connected intelligence company that leverages a
data-driven solutions ecosystem to help people and organizations
improve operational performance. The Company solves complex
problems for customers within the market verticals of
transportation and logistics, commercial and government fleets,
industrial equipment, K12 fleets, and consumer vehicles by
providing solutions that track, monitor, and protect their vital
assets.
CalAmp Corp. reported a net loss of $32.49 million for the year
ended Feb. 28, 2023, a net loss of $27.99 million for the year
ended Feb. 28, 2022, a net loss of $56.31 million for the year
ended Feb. 28, 2021, and a net loss of $79.30 million for the year
ended Feb. 29, 2020.
The Company's management concluded that the uncertainties
associated with the Company's ability to cure noncompliance with
the Nasdaq listing requirements coupled with the repurchase rights
of the 2025 Convertible Note holders under a fundamental change
scenario represent conditions raising substantial doubt regarding
the Company's ability to continue as a going concern.
In response to these conditions, management intends to request a
waiver from the holder of the 2025 Convertible Notes to waive the
fundamental change provision in the Convertible Notes agreement and
concede the right to require the Company to repurchase the
Convertible Notes in the event that the Company is delisted from
the Nasdaq. However, these plans have not been finalized and are
not within the Company's control, and therefore cannot be deemed
probable. As a result, the Company has concluded that management's
plans do not alleviate substantial doubt about the Company's
ability to continue as a going concern, according to the Company's
Quarterly Report for the period ended Sept. 30, 2023.
CASA SYSTEMS: S&P Stays 'CCC+' ICR on New M&G Modifier Assessment
-----------------------------------------------------------------
S&P Global Ratings retained its ratings on Andover, Mass.-based
Casa Systems Inc., including its 'CCC+' issuer credit rating, are
unchanged following the assignment of the new M&G assessment.
S&P Global Ratings assigned a new M&G modifier assessment of
negative to Casa Systems. The action follows the revision to S&P's
criteria for evaluating the credit risks presented by an entity's
management and governance framework. The terms management and
governance encompass the broad array of oversight and direction
conducted by an entity's owners, board representatives, and
executive managers. These activities and practices can affect an
entity's creditworthiness and, as such, the M&G modifier is an
important component of its analysis.
S&P's M&G assessment of negative reflects Casa's recent performance
missteps and refinancing execution challenges that it believes
translate to deficiencies in management and governance that
increase credit risk for the company.
All other ratings on Casa are unchanged.
S&P said, "The stable outlook reflects our view that a debt
restructuring or distressed exchange is unlikely within the next 12
months. We believe with its near-term maturity addressed, Casa can
focus on driving growth and positive free operating cash flow
(FOCF) over the next 12 months."
Downside scenario
S&P said, "We could lower our rating if we believe Casa could
execute a debt restructuring or distressed exchange within the next
12 months. This could be due to our belief that a
greater-than-expected cash burn would further weaken its liquidity
position, putting the company at risk of breaching its financial
maintenance covenant."
Upside scenario
S&P could raise its rating on Casa if the company improves revenue
growth, profitability, and FOCF generation, as well as increases
cash cushion under its liquidity covenant.
CINEMARK HOLDINGS: BlackRock Holds 14.5% Equity Stake
-----------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of December 31, 2023, it
beneficially owned 17,655,782 shares of Cinemark Holdings Inc.'s
Common Stock, representing 14.5% of the shares outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/yc2pdt8r
About Cinemark Holdings Inc.
Headquartered in Plano, Texas, Cinemark Holdings Inc. (NYSE: CNK)
-- https://ir.cinemark.com/ -- is one of the largest movie theatre
companies in the world. Its circuit, comprised of various brands
that also include Century, Tinseltown and Rave, as of September 30,
2023 operated 507 theatres with 5,765 screens in 42 states
domestically and 13 countries throughout South and Central
America.
As of September 30, 2023, the Company had $4.8 billion in total
assets and $2.4 billion in long-term debt.
Egan-Jones Ratings Company on August 3, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Cinemark Holdings Inc.
COMMSCOPE HOLDING: BlackRock Has 8.1% Stake as of Dec. 31
---------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2023, it
beneficially owned 17,244,878 shares of common stock of CommScope
Holding Company, Inc., representing 8.1 percent of the Shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://www.sec.gov/Archives/edgar/data/1364742/000108636424003800/us20337x1090_012524.txt
About CommScope
CommScope (NASDAQ: COMM) -- www.commscope.com -- is a global
provider of infrastructure solutions for communication, data
center
and entertainment networks. The Company's solutions for wired and
wireless networks enable service providers, including cable,
telephone and digital broadcast satellite operators and media
programmers to deliver media, voice, Internet Protocol (IP) data
services and Wi-Fi to their subscribers and allow enterprises to
experience constant wireless and wired connectivity across complex
and varied networking environments.
CommScope reported a net loss of $1.28 billion in 2022, a net loss
of $462.6 million in 2021, and a net loss of $573.4 million in
2020. For the nine months ended Sept. 30, 2023, the Company
incurred a net loss of $925.7 million. As of Sept. 30, 2023, the
Company had $10.06 billion in total assets, $11.41 billion in total
liabilities, $1.15 billion in series A convertible preferred stock,
and a total stockholders' deficit of $2.49 billion.
* * *
As reported by the TCR on November 22, 2023, S&P Global Ratings
lowered its issuer credit rating on CommScope to 'CCC' from 'B-'
and removed the ratings from CreditWatch with negative
implications, where they were placed on Oct. 31, 2023. S&P
revised
the outlook to negative. S&P said, "We believe CommScope will
still see severe inventory overhang over the next year before
improving in the second half of 2024. However, we believe it's
unlikely demand will improve significantly in the second half of
2024.
DIOCESE OF ROCHESTER: Plan Proposes $55M for Abuse Claimants
------------------------------------------------------------
The Diocese of Rochester and the Official Committee of Unsecured
submitted a Second Amended Joint Chapter 11 Plan of Reorganization
dated January 12, 2024.
This Plan provides for the financial restructuring of the Diocese
and the settlement of all, or substantially all, Claims against the
Diocese, including, without limitation, the settlement of all Abuse
Claims against the Diocese and the Participating Parties.
The Plan provides for payment in full of all Administrative Claims,
Priority Tax Claims, Non-Tax Priority Claims, Professional Fee
Claims, and U.S. Trustee Fee Claims, leaves unimpaired any Allowed
Secured Claims or Pass-Through claims, provides for deferred
payments equal to the full Allowed amount of any General Unsecured
Claims, and establishes the Abuse Claims Settlement Fund to be held
by the Trust to compensate holders of Abuse Claims. Inbound
Contribution Claims are disallowed and extinguished pursuant to the
Plan.
The Plan's treatment of Abuse Claims represents the culmination of
nearly 4 years of negotiation between the Diocese and the Committee
in its capacity as an advocate on behalf of all Abuse Claimants and
has been approved by the Committee in consultation with attorneys
who collectively represent approximately 70% of all Abuse Claimants
who have asserted Abuse Claims against the Diocese ("State Court
Counsel").
The Plan provides that funding for the Trust and the Abuse Claims
Settlement Fund will be provided from, among other potential
sources of recovery, a cash contribution by the Diocese and other
Participating Parties in the aggregate amount of $55 million, and
insurance settlement payments paid pursuant to Insurance Settlement
Agreements with various Settling Insurers. As of the date of this
Plan, the Diocese and the Committee have agreed to accept a total
of $71.35 million in settlement payments from four Settling
Insurers, LMI, Underwriters, Interstate, and First State, in
exchange for entering into Insurance Settlement Agreements with
respect to their respective Insurance Policies.
To the extent the Diocese and the Committee can reach agreement on
an Insurance Settlement Agreement or other settlement terms with
any Non-Settling Insurers prior to confirmation of the Plan, the
Plan provides that such Non-Settling Insurers may become Settling
Insurers and for settlement proceeds resulting therefrom to be used
to further supplement the funds available to the Trust. To the
extent no settlement is achieved, the Plan provides for the
assignment of all Insurance Claims held by the Diocese or other
Participating Parties to the Trust, and establishes a framework for
post-confirmation litigation of Insurance Claims, Stipulated
Judgments and other Litigation Claims seeking recovery from
Non-Settling Insurers. The Committee has previously rejected a
settlement offer from Non-Settling Insurer CNA in the amount of
$63.5 million. The Committee, in consultation with State Court
Counsel representing approximately 70% of all Abuse Claimants, has
acknowledged and accepted the risk inherent in pursuing
post-confirmation recovery from Non-Settling Insurers in the
absence of a settlement.
Under the Plan, Class 3 General Unsecured Claims are impaired. The
Reorganized Diocese will pay each holder of an Allowed General
Unsecured Claim, Cash in two installments each equal to 50% of the
Allowed amount of such General Unsecured Claim with the first
payment to occur on, or as soon as reasonably practicable after the
later of (a) the Effective Date, and (b) the date on which such
General Unsecured Claim becomes an Allowed General Unsecured Claim,
and the second payment to occur on, or as soon as reasonably
practicable after the date that is six months after the date of the
first payment. The foregoing payments will be in full satisfaction,
settlement, and release of, and in exchange for, such Allowed
General Unsecured Claim. Notwithstanding anything to the contrary
set forth above, no payments will be made to any Protected Party on
account of any General Unsecured Claim and all Protected Parties
will be deemed to have withdrawn any General Unsecured Claim with
prejudice as of the Effective Date in consideration of the
Channeling Injunction and Release provided in the Plan.
The Trust shall not be responsible for payment of General Unsecured
Claims.
Counsel to The Diocese of Rochester:
Stephen A. Donato, Esq.
Charles J. Sullivan, Esq.
Grayson T. Walter, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202-1355
Telephone: (315) 218-8000
Facsimile: (315) 218-8100
E-mail: donatos@bsk.com
sullivc@bsk.com
walterg@bsk.com
James R. Murray, Esq.
James Carter, Esq.
BLANK ROME LLP
1825 Eye Street NW
Washington, DC 20006
Telephone: (202) 420-3409
E-mail: jim.murray@blankrome.com
james.carter@blankrome.com
Counsel to the Official Committee of Unsecured Creditors
James I. Stang, Esq.
Ilan D. Scharf, Esq.
Iain A. W. Nasatir, Esq.
Brittany M. Michael, Esq.
PACHULSKI STANG ZIEHL & JONES, LLP
780 Third Avenue, 34th Floor
New York, NY 10017-2024
Telephone: (212) 561-7700
Facsimile: (212) 561-7777
E-mail: jstang@pszjlaw.com
ischarf@pszjlaw.com
inasatir@pszjlaw.com
bmichael@pszjlaw.com
Timothy W. Burns, Esq.
Jesse J. Bair, Esq.
BURNS BAIR LLP
10 E. Doty St., Suite 600
Madison, WI 53703
Telephone: 608-286-2808
E-mail: tburns@burnsbair.com
jbair@burnsbair.com
A copy of the Second Amended Joint Chapter 11 Plan of
Reorganization dated Jan. 12, 2024, is available at
https://tinyurl.ph/dnCfi from Stretto, the claims agent.
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the
petition, the diocese was estimated to have $50 million to $100
million in assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP, and Berkeley Research Group, LLC, serve
as the committee's legal counsel and financial advisor,
respectively.
DIOCESE OF ROCKVILLE: Unsecureds Will Recover 100% of Their Claims
------------------------------------------------------------------
The Roman Catholic Diocese of Rockville Centre, New York submitted
a Second Modified Disclosure Statement for the First Amended Plan
of Reorganization.
The best and final offer of the Diocese is in this Plan and
Disclosure Statement. As a result, if there are not enough creditor
votes with respect to both Class 4 (Arrowood Abuse Claims) and
Class 5 (London and Ecclesia Claims) to accept the Plan under
section 1126 of the Bankruptcy Code, the Bankruptcy Court will
dismiss this chapter 11 case. Through their vote, claimants thus
have the power to choose to either accept this Plan or dismiss the
bankruptcy case.
The Diocese does not want this bankruptcy case to be dismissed. The
Diocese believes that dismissal of this case is not in the interest
of the Diocese, the parishes, faithful parishioners and all those
on Long Island that are impacted by the charitable and religious
missions of the debtor. The Diocese also strongly believes that
dismissal of this case will be even worse for claimants. So that
claimants may make an informed choice on that issue, the Diocese
wishes to make clear, in plain terms, what it proposes for
resolution of this case.
A summary of the Diocese's final offer, as reflected in the Plan,
is below. More detailed treatment is provided in this Disclosure
Statement.
Term of Proposed Chapter 11 Plan
* The Diocese, parishes, and affiliated parties will pay $200
million in cash to creditors, broken down as follows:
* $150 million paid on the Effective Date;
* $25 million on the first anniversary of the Effective
Date;
* $12.5 million on the second anniversary of the Effective
Date; and
* $12.5 million on the third anniversary of the Effective
Date.
* The amounts described above will be paid by, or on behalf of,
the following entities:
* $78.1 million from parishes
* $7million from Catholic Charities
* $45 million from Catholic Cemeteries
* $32.9 million from the Diocese
* $16 million from the Seminary
* $15 million from Ecclesia (on account of its insurance
policies)
* $3.5 million from the Diocese of Rockville Centre
Department of Education (including the two Diocesan high schools)
* approximately $2.5 million fee rebate from Pachulski Stang
Ziehl & Jones LLP
* For amounts due after the Effective Date, (i) the Debtor and
the Seminary shall be jointly and severally liable for the $16
million Seminary contribution, and (ii) the Parishes shall be
jointly and severally liable for all other amounts due after the
Effective Date. No collateral secures the payments and no interest
shall be paid on amounts due after the Effective Date. This means
such payments are subject to unsecured credit risk.
* The $200 million contribution will be used to pay creditors
that do not hold Abuse Claims, including:
* Allowed Administrative Expense Claims (estimated to be
approximately $16 million through the end of February 2024);
* Allowed Priority Tax Claims (estimated to be $0);
*Allowed Priority Claims (estimated to be $0);
*Allowed Secured Claims (estimated to be $0);
*GUC Plan Distribution, including Allowed Convenience Class
Claims (estimated to be approximately $4 million); and
*Cure Amounts (estimated to be $0).
* The amounts ultimately paid to holders of Abuse Claims will be
net of the payments described above. Such reduction will result in
approximately $180 million being made available for payment to
holders of Abuse Claims, which payments, less certain expenses of
the Trusts, will be made to holders of such claims first via the
Minimum Consideration Payments and second via the Trusts for
ultimate distribution to holders of Abuse Claims. Approximately
$9.9 million of the $180 million will be segregated for the benefit
of Future Abuse Claims. All amounts listed herein are estimates and
are subject to change or material revision.
* The non-debtor released parties are limited to the following
entities:
*Parishes, including Parish schools and regional schools;
*Diocese of Rockville Centre Department of Education
(including the two Diocesan high schools);
*Catholic Charities of Long Island;
*Catholic Youth Organization;
*Catholic Cemeteries (and the related permanent maintenance
trust);
*The Seminary of the Immaculate Conception; and
*Ecclesia Assurance Company, the Diocese's wholly-owned
captive insurance company.
* The Debtor and the non-debtor released parties will also
contribute their substantial third-party insurance assets to a
settlement trust for the benefit of creditors.
* Upon consummation of the plan, the Diocese would immediately
pay each eligible claimant with a lawsuit against a non-debtor
contributor a minimum consideration of $100,000, and each eligible
claimant without such a lawsuit a minimum consideration of
$50,000.
* The balance of the distribution would be paid to a settlement
trust and allocated to creditors based on trust distribution
protocols.
As noted, if the offer outlined is rejected by sexual abuse
claimants in accordance with the Bankruptcy Code, the chapter 11
case will be dismissed.
Under the Plan, Class 3 General Unsecured Claims are impaired. Each
Allowed General Unsecured Claim, each holder thereof will, subject
to the holder's ability to elect Convenience Claim treatment on
account of the Allowed General Unsecured Claim, receive such
holder's Pro Rata share of the GUC Plan Distribution. Creditors
will recover 100% of their claims.
On the Effective Date, the Arrowood Settlement Trust and the
General Settlement Trust will be established for the benefit of
holders of Abuse Claims. The Arrowood Settlement Trust and the
General Settlement Trust shall be administered and implemented by
the Trustees as provided in the Trust Documents. Specifically, the
Arrowood Settlement Trust and the General Settlement Trust shall,
without limitation: (1) assume liability for all Abuse Claims; and
(2) hold and administer the Trust Assets of the Arrowood Settlement
Trust and the General Settlement Trust, liquidate the Abuse Claims,
and make Trust Distributions to holders of Abuse Claims from the
Trust Assets of the Arrowood Settlement Trust and the General
Settlement Trust.
On the Effective Date and thereafter, the Trust Assets shall be
allocated between the Arrowood Settlement Trust and General
Settlement Trust. Each of the Arrowood Settlement Trust and the
General Settlement Trust shall have a Settling Claim Subfund and a
Litigating Abuse Claim Subfund.
The Arrowood Settlement Trust and the General Settlement Trust
shall, as applicable, administer, process, settle, resolve,
liquidate, satisfy, and make Trust Distributions from the Trust
Assets of the Arrowood Settlement Trust and the General Settlement
Trust on account of Abuse Claims in such a way that the holders of
Abuse Claims are treated equitably and in a substantially similar
manner, subject to the applicable terms of the Plan Documents and
the Trust Documents. From and after the Effective Date, the Abuse
Claims shall be channeled to the Arrowood Settlement Trust and the
General Settlement Trust pursuant to the Channeling Injunction set
forth in Article XI of the Plan and may be asserted only and
exclusively against the Arrowood Settlement Trust and the General
Settlement Trust.
The Debtor or the Reorganized Debtor, as applicable, shall fund
Plan Distributions using cash on hand and the Arrowood Settlement
Trust and the General Settlement Trust shall fund distributions
from Trust Assets in accordance with the Trust Documents.
The deadline to vote on the Plan is February 9, 2024, at 5:00 p.m.
prevailing eastern time.
Counsel for the Debtor:
Corinne Ball, Esq.
Todd Geremia, Esq.
Benjamin Rosenblum, Esq.
Andrew Butler, Esq.
JONES DAY
250 Vesey Street
New York, NY 10281-1047
Tel: (212) 326-3939
Fax: (212) 755-7306
E-mail: cball@jonesday.com
brosenblum@jonesday.com
tgeremia@jonesday.com
abutler@jonesday.com
A copy of the Second Modified Disclosure Statement dated Jan. 12,
2024, is available at https://tinyurl.ph/xmUGi from Stretto, the
claims agent.
About The Roman Catholic Diocese
of Rockville Centre, New York
The Roman Catholic Diocese of Rockville Centre, New York, is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.
To deal with sexual abuse claims, the Roman Catholic Diocese of
Rockville Centre, New York, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as
$500 million in both assets and liabilities. Judge Martin Glenn
oversees the case.
The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal
North America, LLC, as restructuring advisor, and Sitrick and
Company, Inc., as communications consultant. Epiq Corporate
Restructuring, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Diocese's Chapter 11 case. The committee
tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou
Faltischek, PC as its bankruptcy counsel and special real estate
counsel, respectively.
Robert E. Gerber, the legal representative for future claimants of
the Diocese, is represented by the law firm of Joseph Hage
Aaronson, LLC.
DIVERSIFIED PANELS: Hires Capstone Partners as Financial Advisor
----------------------------------------------------------------
Diversified Panels Systems, Inc. seeks approval from U.S.
Bankruptcy Court for the Central District of California to employ
Capstone Partners as its financial advisor and the firm's member,
James Calandra, Jr., as its chief restructuring officer.
The firm's services include:
(a) customary chief restructuring officer duties;
(b) accounting and financial diligence;
(c) preparation & maintenance of cash budget;
(d) compilation of financial statements;
(e) Chapter 11 compliance;
(f) sell-side transaction advisory services;
(g) sell-side distressed M&A advisory services; and
(h) insolvency advisory.
The Debtor proposes to pay Mr. Calandra and Capstone a fixed fee of
$350,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Calandra disclosed in a court filing that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
James R. Calandra, Jr.
Capstone Partners
500 N. Akard St., Ste. 2350
Dallas, TX 75201
Telephone: (603) 548-3168
Email: jcalandra@capstonepartners.com
About Diversified Panels Systems
Diversified Panels manufacturers expanded polystyrene (EPS)
insulated metal panels, focusing specifically on cold storage and
agricultural facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11112) on Nov. 22,
2023, with $12,533,166 in assets and $26,114,847 in liabilities.
Richard Charles Bell, chief executive officer, chief financial
officer and secretary, signed the petition.
Judge Ronald A. Clifford, III oversees the case.
The Debtor tapped William E. Winfield, Esq., at Nelson Comis Kettle
& Kinney, LLP as legal counsel and Capstone Partners as financial
advisor. James Calandra, Jr. of Capstone serves as the Debtor's
chief restructuring officer.
DUSOBOX CORPORATION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Dusobox Corporation
2501 Investors Row, Suite 500
Orlando, FL 32837
Business Description: Dusobox is a designer, engineer, and
manufacturer of custom corrugated display
solutions and product packaging.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-00391
Judge: Hon. Tiffany P. Geyer
Debtor's Counsel: Michael A. Nardella, Esq.
NARDELLA & NARDELLA, PLLC
135 W. Central Blvd
Suite 300
Orlando, FL 32801
Tel: 407-966-2680
Email: mnardella@nardellalaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by John L. Kelley as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2KFVJ2A/Dusobox_Corporation__flmbke-24-00391__0001.0.pdf?mcid=tGE4TAMA
E-B DISPLAY: Court Approves Disclosure Statement
------------------------------------------------
Judge Tiiara N.A. Patton has entered an order approving the
Disclosure Statement of E-B Display Company, Inc., et al. and the
Official Committee of Unsecured Creditors.
The hearing to consider confirmation of the Joint Plan will be held
on February 20, 2024, at 11:00 a.m. (prevailing Eastern Time) in
the United States Bankruptcy Court for the Northern District of
Ohio, Eastern Division, located at the Ralph Regula Federal
Building and U.S. Courthouse, 401 McKinley Ave SW, Canton, Ohio
44702.
Feb. 13, 2024, will be and is fixed as the last day for filing and
serving written objections or responses to the Debtors' request for
confirmation of the Joint Plan.
Feb. 15, 2024, will be and is, fixed as the last day for filing and
serving briefs in support of confirmation of the Joint Plan.
The deadline for the receipt of Ballots accepting or rejecting the
Joint Plan will be, and is, fixed at 5:00 p.m. (prevailing Eastern
Time), on Feb. 13, 2024.
Wickens Herzer Panza is permitted to serve as the ballot agent to
collect Ballots and must file a report with the Court not later
than Feb. 15, 2024.
About E-B Display Company
E-B Display Company, Inc. develops and manufactures custom displays
and fixtures for retail customers, including by carrying out all
graphic design, engineering, prototyping, manufacturing, and
printing necessary to create such custom displays and fixtures.
E-B Display operates in two locations situated in Massillon, Ohio.
The real property upon where E-B Display operates its business is
owned by Rotolo Industries, Inc. and the locations are operated and
managed by E-B Display.
On May 12, 2023, E-B Display and three affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead
Case No. 23-60565). At the time of the filing, E-B Display reported
as much as $10 million in both assets and liabilities. Michael S.
Rotolo, president of E-B Display, signed the petition.
Judge Tiiara NA Patton oversees the cases.
The Debtors tapped Christopher Peer, Esq., at Wickens Herzer Panza
Co. as legal counsel; Manchester RBG as financial advisor; and
Signet Capital Advisors, LLC as investment banker.
E-STONE USA: Wins 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 final hearing on the matter is set for February 7, 2024 at 10
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=NG6DEi from PacerMonitor.com.
The Debtor projects total operating expenses of $65,500 for the
week beginning February 5, 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.
EBIX INC: Seeks to Hire 'Ordinary Course' Professionals
-------------------------------------------------------
Ebix, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
professionals used in the ordinary course of business.
The Debtors employ various attorneys, accountants, auditors, tax
professionals, and other professionals in the ordinary course of
their business. The "ordinary course" professionals provide
services for the Debtors in a variety of matters, including
specialized legal services, accounting services, and auditing and
tax services.
The Debtors shall be authorized to pay, without formal application
to the court by any OCP, 100 percent of fees and disbursements to
each of the OCPs retained, for services rendered to them.
About Ebix Inc.
Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta,
Georgia, and it supplies software and electronic commerce solutions
to the insurance industry. With approximately 200 offices across 6
continents, Ebix, Inc., (NASDAQ: EBIX) endeavors to provide
on-demand infrastructure exchanges to the insurance, financial
services, travel and healthcare industries.
Ebix Inc. and its affiliates sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80004) on Dec.
17, 2023. In the petition filed by Amit K. Garg, as secretary and
authorized signatory, Ebix listed assets and liabilities between
$500 million and $1 billion.
Judge Scott W. Everett oversees the case.
The Debtors tapped Sidley Austin LLP as bankruptcy counsel;
Alixpartners, LLP, as financial advisor; and Jefferies LLC as
investment banker. Omni Agent Solutions, Inc., is the claims
agent.
EEA STERLING: Seeks Court Nod to Sell Two NY Condo Units
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York is
set to hold a hearing on Feb. 1 on the proposed private sales of
real properties owned by EEA Sterling Fund, Ltd.
The company is selling two condominium units (Units 11G and 17G)
located at 325 Fifth Avenue, New York, to Alex Duho Lee and Alice
Haichin Hsieh.
Mr. Lee made a $1.03 million offer for Unit 17G while the other
buyer offered $990,000 for the other unit.
Both offers are higher than the principal amounts of the disputed
mortgage lien asserted by Wells Fargo Bank, National Association
and U.S. Bank National Association.
"[EEA] believes that both purchase prices are sufficient to pay the
disputed mortgage liens and further hopes that both secured
creditors will consent to the sales as the best manner in which to
maximize the recovery on their respective collateral," J. Ted
Donovan, Esq., the company's attorney, said.
Mr. Donovan further said that it is unlikely that the company can
obtain a better offer through post-petition marketing and an
auction and that the company prefers to close both sales.
About EEA Sterling Fund
EEA Sterling Fund Ltd. owns two condominium apartments located at
325 Fifth Avenue, New York.
EEA sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 23-22781) on Oct. 23, 2023, with
$2,222,000 in total assets and $1,391,267 in total liabilities.
Chana Goldman, authorized representative, signed the petition.
Judge Sean H. Lane oversees the case.
J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP is
the Debtor's legal counsel.
ELLIS GEOTHERMAL: Hires John A. Knutson & Co as Accountant
----------------------------------------------------------
Ellis Geothermal, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Minnesota to employ John A. Knutson & Co,
PLLP, as accountant.
The firm will assist the Debtor in the preparation of business
income taxes and general bookkeeping and accounting services.
The firm will be paid at the rate of $205 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Teri MacNabb, CPA, a partner at John A. Knutson & Co, PLLP,
Certified Public Accountants, 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:
Teri MacNabb, CPA
John A. Knutson & Co, PLLP
1781 Prior Avenue North
Falcon Heights, MN 55113
Telephone: (651) 641-1099
About Ellis Geothermal, Inc.
Ellis Geothermal, Inc. is a building equipment contractor in Elk
River, Minn.
Ellis Geothermal filed Chapter 11 petition (Bankr. D. Minn. Case
No. 23-42590) on Dec. 7, 2023, with $2,514,798 in assets and
$3,307,904 in liabilities. Peter Ellis, president, signed the
petition.
Joseph Dicker, Esq., at Joseph W Dicker, PC represents the Debtor
as legal counsel.
EMERGENT BIOSOLUTIONS: BlackRock Reports 18.1% Equity Stake
-----------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of December 31, 2023,
BlackRock beneficially owned 9,399,197 shares of Emergent
BioSolutions Inc.'s Common Stock, representing 18.1% of the shares
outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/589r2tmn
About Emergent Biosolutions
Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threat. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 1, 2023, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Credit
Agreement, has a working capital deficiency, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
In its Quarterly Report for the period ended Sept. 30, 2023,
Emergent said that there is $211.2 million outstanding on the
Company's Revolving Credit Facility and $202.1 million on Term Loan
Facility (which matures in May 2025) as of Sept. 30, 2023. The
Company determined that there is substantial doubt about its
ability to continue as a going concern within one year after the
date that the financial statements were issued. This evaluation
considered the mitigating effect of management's plans that have
been implemented as of September 30, 2023. Management may evaluate
the mitigating effect of its plans to determine if it is probable
that (1) the plans will be effectively implemented within one year
after the date the financial statements are issued, and (2) when
implemented, the plans will mitigate the relevant conditions or
events that raise substantial doubt about the entity's ability to
continue as a going concern. The Company's plans include (A)
amending the agreement for the Senior Secured Credit Facilities,
which occurred on May 15, 2023, with the Fourth Amendment to
Amended and Restated Credit Agreement, Waiver and First Amendment
to Amended and Restated Collateral Agreement and (B) the execution
of the capital raise requirement prescribed in the Credit Agreement
Amendment.
ESCHER GROUP: Court OKs Cash Collateral Access Thru March 16
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, authorized Escher Group, LLC and its affiliates to use
cash collateral on a final basis in accordance with the budget,
through March 16, 2024.
The court said all other terms of the cash collateral order dated
November 6, 2023 remain in full force and effect.
As previously reported by the Troubled Company Reporter, for the
year ending December 31, 2022, the Pharmacies had approximate sales
of $10.6 million, mainly attributable to Medicare and Medicaid
reimbursements. The operating pharmacies were originally acquired
in 2018 in a complex transaction funded primarily by a loan
originated under the U.S. Small Business Administration Section
7(a) loan program. Live Oak Bank was the lender having issued a
loan in the original principal amount of approximately $4.8
million.
After asserted defaults in the spring of 2020, and the Debtors'
operations having survived through the Covid-19 Pandemic, the SBA
"took back" the loan from Live Oak Bank, and assigned it to an
outside, private collection agency; the collection agency then
placed the LOB Loan back to the SBA, and then it was sent to the
Department of Treasury Cross Servicing Program. Despite years of
attempts by the undersigned counsel to negotiate a resolution to
the disputes surrounding the LOB Loan (beginning with Live Oak,
then the SBA, then its outside collection agency, then the DOTCSP),
no workout resolution was practical, and the Debtors' recently
ceased such efforts despite fruitful discussions with the U.S.
Department of Treasury Cross Servicing Program, the federal
government agency that collects debts for other federal agencies.
Although negotiations with the DOTCSP were fruitful, because of the
type and size of the LOB Loan, an out-of-court "offer and
compromise" process takes between 12-18 months and ultimately
requires the approval of the Department of Justice. And,
notwithstanding good faith negotiations, the DOTCSP must, and will
continue, to set-off all reimbursements due to the Pharmacies. In
the last months leading up to the filing of the cases, the DOTCSP
directed set-offs of all of the Debtors' reimbursements under any
federal program, including those administered by the Maryland
Medicare/Medicaid programs. The set-offs tragically preclude the
Debtors from being able to operate inasmuch as the bulk of the
Debtors' operating revenues is derived from these reimbursements.
Accordingly, to save the Debtors and restructure their debt, to
save employee jobs and to preserve the critically needed services
the Pharmacies provide in the community, these bankruptcy cases had
to be filed. Indeed, because so much of the Pharmacies' income is
attributable to reimbursements under federal programs, and the
DOTCSP must, by operation of federal law, set-off all such
payments, the Pharmacies were required to seek the protection of
the Court to be able to continue their operations.
The Debtors' assets are subject to the perfected security interests
of three entities. In the first priority position is the blanket
lien and security interest of SBA/DOTCSP (as successor to Live Oak
Bank) securing the LOB Loan in the original principal amount of
$4.8 Million. The LOB Loan is memorialized by a series of loan
documents including a: Loan Agreement, Note, Security Agreement,
and several Guarantees dated December 18, 2018. The DOTCSP asserts
that the current principal balance due is $4.1 million. In Second
priority position and subordinate to the claims of SBA/DOTSCP is
the blanket lien and security interest of McKesson Corporation
pursuant to the Customer Application and Terms and Conditions dated
November 30, 2018, which McKesson agreed to subordinate to LOB
pursuant to an Intercreditor Agreement with LOB. In third priority
position is the lien and security interest of Anda, Inc. pursuant
to Credit Agreement/Applications dated February 3, 2019 for York
Road.
McKesson is the Debtors' main wholesaler of pharmaceutical and
medical supplies. the Debtors were current with billings from
McKesson.
As adequate protection for the Pre-petition Lenders' interests in
any cash collateral, the Pre-petition Lenders were granted a
security interest of the same priority and to the same extent as
their pre-petition security interests in the LOB Collateral,
McKesson Collateral or Anda Collateral.
A copy of the order is available https://urlcurt.com/u?l=GNe7Ps
from PacerMonitor.com.
About Escher Group, LLC
Escher Group, LLC dba Glen Burnie is a community pharmacy offering
free prescription delivery, blister packaging, and immunizations.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-17628) on October 23,
2023. In the petition signed by Andrew Michael Nye, II, manager,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judg Nancy V. Alquist oversees the case.
Richard M. Goldberg, Esq., at Shapiro Sher Guinot and Sandler, PA,
represents the Debtor as legal counsel.
Verity, LLC is the Debtor's financial advisor.
EVANGELICAL RETIREMENT: Seeks Cash Collateral Access
----------------------------------------------------
Evangelical Retirement Homes of Greater Chicago, Incorporated d/b/a
Friendship Village of Schaumburg asks the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, for authority
to use cash collateral and provide adequate protection.
Since the bankruptcy filing, the Debtor has utilized the following
sources to fund the Chapter 11 Case:
(a) cash in certain accounts held by the Debtor as of the Petition
Date that were not subject to perfected liens of UMB Bank, N.A.,
the Bond Trustee;
(b) $3 million in unsecured postpetition debtor-in
possession-financing provided by the Debtor's not-for-profit
sponsor, Friendship Senior Options, N.F.P.; and
(c) cash collateral in the Debtor's operating account as of the
Petition Date and generated during the Chapter 11 Case. The Debtor
spent funds pursuant to interim and final cash collateral and DIP
orders approved by the Court with the consent of all relevant
parties, including the Bond Trustee.
Pursuant to various bankruptcy orders, the sale of substantially
all assets closed on December 28, 2023, and the Debtor is holding
approximately $33.6 million in sale proceeds. The Debtor
anticipates closing the sale of the "Huntley Property", which the
Bond Trustee has agreed is not an "Encumbered Asset" subject to the
Bond Trustee's liens, in February 2024. The closing will provide
approximately $400,000 in additional unencumbered cash.
Prior to the Petition Date, the Bond Trustee held a perfected first
priority security interest on certain real and personal property
owned by the Debtor.
The Indenture and the liens granted thereunder secure two separate
obligations, which are:
a. Illinois Finance Authority Revenue Bonds, Series 2017
(Friendship Village of Schaumburg) in the aggregate principal
amount of $122.550 million pursuant to the Bond Indenture which on
April 30, 2023 had a principal balance of $115.180 million and
interest due of $5.6 million, totaling $120.8 million; and
b. Evangelical Retirement Homes of Greater Chicago, Incorporated
Direct Note Obligation, Series 2017 (UMB Bank, National Association
– Friendship Senior Options, NFP Guaranty), in the original
principal amount of $13.750 million and having, on the Debtor's
information and belief, as of January 31, 2023, a current principal
amount due of approximately $10.115 million principal and $153,387
interest, totaling$10.268 million.
The sum of the bond debt secured by the liens and security
interests of the Bond Trustee is $131.1 million. The value of the
Encumbered Assets is materially less than the amount of the Bond
Trustee's secured claim.
As adequate protection, the Debtor will grant replacement liens to
the Bond Trustee on all pre- and post-petition Encumbered Assets to
secure any loss that the Bond Trustee may incur as a result of the
Debtor's use of cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=XADSTp
from PacerMonitor.com.
A hearing on the matter is set for January 31, 2024 at 10 a.m.
About Evangelical Retirement Homes
of Greater Chicago
Evangelical Retirement Homes of Greater Chicago, Incorporated
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Ill. Case No. 23-07541) on June 9, 2023. In the
petition signed by its chief executive officer, Michael Flynn, the
Debtor disclosed $10 million to $50 million in assets and $100
million to $500 million in liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Bruce C. Dopke, Esq., at Dopkelaw, LLC and
Polsinelli, PC as legal counsels, and WYSE Advisors, LLC as
financial advisor.
The U.S. Trustee for Region 11 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Crane, Simon, Clar & Goodman.
EVANGELICAL RETIREMENT: Unsecureds Get Recovery of Unsecured Trust
------------------------------------------------------------------
Evangelical Retirement Homes of Greater Chicago, incorporated d/b/a
Friendship Village of Schaumburg submitted a Second Amended
Disclosure Statement with respect to Debtor's Second Amended
Chapter 11 Plan of Liquidation, dated Jan. 17, 2024.
The Debtor is a private Illinois not-for-profit corporation that,
as of the Petition Date, owned and operated a continuing care
retirement community ("CCRC") in Schaumburg, Illinois. The
community (the "Community"), which is the largest CCRC in Illinois,
is known as Friendship Village of Schaumburg and is currently home
to approximately 600 residents.
Prior to the Petition Date, the Debtor experienced liquidity
constraints due to several factors. In addition to depressed
occupancy rates, due to the impact of COVID-19, the Debtor's
revenues were insufficient to reasonably sustain the Debtor's debt.
As a result, with the consent of the Bond Trustee, the Debtor
attempted to accomplish a transaction outside of bankruptcy,
ultimately engaging in a marketing and sale process. After months
of negotiating with a potential purchaser, negotiations ceased,
leaving the Debtor with no other option than to seek protection
under chapter 11 of the Bankruptcy Code. On June 9, 2023, the
Debtor commenced the Chapter 11 Case seeking relief under Chapter
11. On October 18, 2023, the Debtor filed its initial Chapter 11
plan and disclosure statement with respect thereto, each of which
the Debtor amended on November 14, 2023. Thereafter, certain formal
and informal objections to the November 14th disclosure statement
were filed and the Debtor began to work with objecting parties to
resolve such objections. Additionally, settlement discussions among
FSO, the Debtor, and the Committee, which had been ongoing during
the Chapter 11 Case, resulted in the parties reaching a resolution
that provides benefits for all stakeholders, including a $1 million
contribution to the Debtor's Estate, a $1.5 million contribution to
the Debtor's Former Residents and continued support for the
Debtor's Current Residents. The Debtor files the Plan and this
Disclosure Statement to incorporate the terms of the FSO Settlement
and Contribution Agreement Term Sheet and to address certain
objections to the November 14th disclosure statement.
The overarching goal of the Chapter 11 Case was to market the
Community and procure a buyer to provide maximum recovery for
creditors while allowing Residents to continue to reside in their
homes without jeopardizing the quality of service and care
received. As discussed below, the Debtor's sale process was
successful and the Sale Closing has occurred. As a result,
Residents continue to reside at the Community and the Debtor has
Cash and sale proceeds available for distribution to creditors of
the Debtor's estate pursuant to the terms of the Plan. The Debtor
will use available Cash, including, without limitation, proceeds
obtained through multiple sales of the Debtor's Assets, including
the Huntley Property, to, inter alia: (i) satisfy Unclassified
Claims, including a portion of the DIP Facility Claims; (ii)
satisfy cure obligations, if any; (iii) repay secured creditors of
the Debtor; and (iv) fund the Unsecured Creditor Trust to be formed
for the benefit of Holders of Allowed Claims in Class 5A (Former
Resident Claims), Class 5B (Opt Out Former Resident Claims), and
Class 6 (Non-Resident General Unsecured Claims), who will receive
their Pro Rata share of any Unsecured Creditor Trust recovery.
Current Residents who had modified Residency Agreements assumed and
assigned to the Purchaser, pursuant to the APA and Sale Order, no
longer have claims against the Estate and, thus, cannot recover
from the Unsecured Creditor Trust.
The Plan will establish an Unsecured Creditor Trust, into which
certain assets of the Debtor, including the Buyer Former Resident
Contribution and certain potential causes of action, the Retained
Causes of Action, will be transferred. The Unsecured Creditor
Trustee, who will be identified through the Plan Supplement, will
be authorized to, among other things, investigate, prosecute and
liquidate the Unsecured Creditor Trust Assets in accordance with
the terms and conditions of the Plan and the Unsecured Creditor
Trust Agreement, which will be included in the Plan Supplement.
The Plan also includes a settlement of all potential Estate and
Resident claims and/or Claims against FSO and its affiliates,
including the Debtor and related directors and officers, in
exchange for FSO's agreement to make certain contributions
described more fully below and in the FSO Settlement and
Contribution Agreement Term Sheet attached hereto as Exhibit 3. In
connection with the FSO Settlement and Contribution Agreement, the
Plan will also establish a Former Residents Trust that will be
funded by a Cash contribution of $1,500,000 contributed by FSO for
the purpose of providing additional recovery to Former Residents
who consent to the releases under the Plan by not electing to Opt
Out of the releases set forth under the Plan.
The Plan is a liquidating Chapter 11 plan based, primarily, on the
sale of substantially all the Debtor's Assets to the Purchaser,
free and clear of all Liens, Claims, encumbrances, or interests, as
well as a separate sale of real estate to The Prime Group, Inc., or
its designee ("Prime Group"). With respect to the sale to
Purchaser, the transaction was the result of a sale process that
was approved by the Bid Procedures Order and resulted in the
Stalking Horse Bid, with a cash purchase price of approximately
$33,000,000 with additional future financial and other commitments
to Participating Current Residents (who consent to the modification
of their Residency Agreements to be assumed and assigned to the
Purchaser). As required by the Bid Procedures Order, on September
15, 2023, the Debtor provided notice of the Stalking Horse Bid that
was subject to higher and better bids to be received by the Overbid
Deadline of October 16, 2023. An Auction was conducted at the
offices of Polsinelli PC on October 20, 2023 and such auction,
which was adjourned, ultimately closed on October 25, 2023 after
the Debtor announced IL CCRC LLC as the winning bidder (the
"Winning Bidder"). The transaction, reflected in the form of asset
purchase agreement filed on October 26, 2023, provided the Debtor
and its estate with more than $35,500,000 in Cash consideration,
not including $2,000,000 to bet set aside for former residents and
payment of accrued paid time off obligations in the amount of
approximately $626,000. on November 8, 2023, the Bankruptcy Court
conducted the Sale Hearing and, following the hearing, approved the
sale transaction and entered the sale order on November 22, 2023
(the "Sale Order"). Since the Sale Closing, the Estate has held all
Net Sale Proceeds to be distributed as set forth in the Plan,
subject to approval of the Bankruptcy Court.
Additionally, the Debtor sold the Huntley Property to Prime Group
for a purchase price of $450,000, as described more fully in the
approved PSA and below. The net sale proceeds not subject to any
secured liens will be distributed pursuant to the Plan in
accordance with applicable provisions of the Bankruptcy Code.
Upon the Effective Date, an Unsecured Creditor Trust will be
formed, into which various Assets of the Debtor, including certain
Retained Causes of Action, shall be transferred. The Unsecured
Creditor Trust shall be established for the purposes of: (i)
liquidating any non-Cash Unsecured Creditor Trust Assets; (ii)
maximizing recovery of the Unsecured Creditor Trust Assets for the
benefit of the holders of Unsecured Creditor Trust Interests; (iii)
distributing the proceeds of the Unsecured Creditor Trust Assets to
holders of Unsecured Creditor Trust Interests in accordance with
the Plan and the Unsecured Creditor Trust agreement; (iv)
prosecuting or otherwise resolving the Retained Causes of Action
for the benefit of holders of Unsecured Creditor Trust Interests;
and (v) winding down the Chapter 11 Case, including, without
limitation (a) distributing the Buyer Former Resident Contribution
to Former Residents on a Pro Rata basis in accordance with the Plan
and (b) evaluating and potentially objecting to and resolving
disputed claims, as provided in the Plan and the Unsecured Creditor
Trust Agreement.
On June 14, 2023, the Debtor filed the Bid Procedures and Sale
Motion, which, among other things, sought entry of an order
establishing bid procedures and approval of a marketing process for
the sale of substantially all the Debtor's assets.16 On July 12,
2023, the Bankruptcy Court entered the Bid Procedures Order,
approving the Debtor's bid procedures and establishing key
deadlines and dates, including, without limitation:
* Stalking Horse LOI Deadline: July 25, 2023;
* Stalking Horse Agreement Deadline: September 11, 2023 at 4:00
p.m.;
* Stalking Horse Designation Deadline: September 15, 2023 at
4:00 p.m.;
* Overbid Deadline: October 16, 2023;
* Auction Date: October 20, 2023;
* Notice of Designated Contracts: October 25, 2023 at 4:00
p.m.;
* Sale Objection Deadline: October 26, 2023 at 4:00 p.m.;
* Adequate Assurance Objection Deadline: October 30, 2023 at
4:00 p.m.; and
* Sale Hearing: November 1, 2023 at 11:00 a.m.
In accordance with the Bid Procedures Order, the Debtor, through
its professionals and advisors conducted a comprehensive post
petition marketing and sale process. On September 11, 2023, the
Debtor received multiple bids, each in compliance with the Bid
Procedures Order. On September 15, 2023, the Debtor filed its
Notice of Filing Executed Version of Stalking Horse Asset Purchase
Agreement, wherein the Debtor designated IL CCRC, LLC as the
stalking horse bidder (the "Stalking Horse") and provided a copy of
the Stalking Horse APA. The Bond Trustee, as the only creditor with
a right to object to the Debtor's designation of the Stalking
Horse, did not object and the deadline to do so expired on
September 20, 2023 at 4:00 p.m.
October 16, 2023 at 4:00 p.m., the Debtor timely filed its proposed
sale order, as required by the Bid Procedures Order.
Under the terms of the Bid Procedures Order, Lapis Municipal
Opportunities Fund was deemed a qualified bidder, and prior to
October 20, 2023, Lapis announced its intentions to attend and
participate at the auction. Accordingly, on October 20, 2023, the
Debtor conducted an auction that was continued and ultimately
closed on October 24, 2023. Before closing the auction, the Debtor
determined that the bid of the Stalking Horse was the highest and
best offer and announced that the Stalking Horse Bidder was the
Winning Bidder and further designated Lapis Municipal Opportunities
Fund as the Backup Bidder. On October 26, 2023, the Debtor filed
the Notice of Filing Executed Winning Bidder Asset Purchase
Agreement with copies of the Asset Purchase Agreement ("Winning Bid
APA") and a redline reflecting changes between the Stalking Horse
APA and the Winning Bid APA, each attached thereto.
On Nov. 8, 2023, the Bankruptcy Court conducted the Sale Hearing
and approved the Sale Transaction. On Nov. 22, 2023, the
Bankruptcy Court entered the Sale Order, which, among other things,
approved the Sale to the Purchaser for the Purchase Price of
approximately $35.5 million. Upon the Sale Closing, the Purchaser
acquired the Purchased Assets (as defined in the APA) and assumed
the Assumed Liabilities (as defined in APA). The Purchased and
Excluded Assets are summarized below, and to the extent of any
inconsistency, the APA shall control:
Under Article 2.1 of the APA, the Debtor agreed to sell and the
Purchaser agreed to purchase the following assets (collectively,
the "Purchased Assets"):
(a) The Facility, the Premises and the improvements thereon;
(b) the Books and Records;
(c) the Assumed Contracts;
(d) the Equipment;
(e) the Inventory;
(f) to the extent transferable under applicable law, the
Permits;
(g) all Resident Trust Funds;
(h) Option Deposits and other deposits relating to the
Business;
(i) any and all prepaid fees and other amounts for room and
service charges of Residents relating to periods on or after
Closing;
(j) all Intellectual Property, including, without limitation,
community specific intellectual property, including domain name
FriendshipVillage.org, as well as the name "Friendship Village of
Schaumburg" and related logos and marketing materials;
(k) subject to the Buyer's establishment of a qualified vehicle
on the Closing Date to accept or otherwise hold it (or an Affiliate
of Seller qualified to accept or otherwise hold it, to the extent
mutually agreeable between Buyer and Seller), the Gift Annuity
Account and any endowment or donor-restricted funds held by Seller
(collectively, the "Endowment"), to be used solely for charitable
purposes as required therein; and
(l) any and all other items of tangible and intangible personal
property and assets required, used or useful for the operation of
the Facility or the Business.
Under the Plan, Class 6 – Non-Resident General Unsecured Claims
total $3,956,000. In addition to trade debt, Class 6 General
Unsecured Claims will include any Rejection Claims that arise as a
result of a Holder of a Current Resident Claim electing not to
consent to be bound by the terms of a modified Residency Agreement
and, thus, causing their Residency Agreement to be rejected. The
recovery percentage will depend on any recovery by the Unsecured
Creditor Trust. Holders of General Unsecured Claim will recover
their Pro Rata share of any recovery of the Unsecured Creditor
Trust. Class 6 is impaired.
Pursuant to the Sale Order, substantially all the Assets have been
sold to the Purchaser, free and clear of all Liens, Claims,
Encumbrances, and Interests, with all such Liens, Claims,
Encumbrances and Interests attaching automatically to the Net Sale
Proceeds in the same manner, extent, validity and priority as
existed on the Closing Date. Net Sale Proceeds will be distributed
pursuant to the Plan.
The Bond Trustee shall receive the following on account of the Bond
Claims on the Effective Date, or as soon as practicable thereafter,
the Net Sale Proceeds, less any amounts required to be distributed
to (i) Holders certain other Allowed Claims, including Unclassified
Claims. All Distributions made on account of the Bond Claims shall
be paid to the Bond Trustee, and the Bond Trustee shall make
further distributions to the Holders of the Bonds in accordance
with the 2017 Bond Documents.
Under the PSA, which was approved by the Bankruptcy Court on
January 10, 2024, the Huntley Property will be sold and transferred
to Prime Group, free and clear of any Liens, Claims, Encumbrances,
and Interests.
The Debtor estimates that the Estate will receive net sale proceeds
of approximately $400,000 after payment of closing costs, fees, and
satisfaction of debts, including, without limitation a commission
payment to Avison Young in the amount of $27,000. A portion such
net sale proceeds, totaling $50,000, will be used to fund the
Unsecured Creditor Trust that will be formed for the benefit of
certain unsecured creditors, and the balance of the proceeds will
be distributed in accordance with the Plan and applicable
provisions of the Bankruptcy Code.
Upon the Effective Date, an Unsecured Creditor Trust will be
formed, into which (i) the Buyer Former Resident Contribution
(totaling $2,000,000) and (ii) potential Causes of Action of the
Debtor, including the Retained Causes of Action, shall be
transferred. Holders of Unsecured Creditor Trust Interests shall
consist of Holders of Allowed Claims in Class 5A (Former Resident
Claims), Class 5B (Opt Out Former Resident Claims), and Class 6
(Non-Resident General Unsecured Claims).
Funding of the Unsecured Creditor Trust. On the Effective Date,
Cash in the amount of $50,000 will be funded from proceeds obtained
through the sale of the Huntley Property. The Cash will be used
exclusively for the purpose of paying Unsecured Creditor Trust
Expenses.
Transfer of Unsecured Creditor Trust Assets. As of the Effective
Date, pursuant to the provisions of sections 1141(b) and (c) of the
Bankruptcy Code, the Debtor and the Estate shall preserve, transfer
and assign all of its right, title, and interest in and to all of
the Unsecured Creditor Trust Assets, which shall automatically vest
in the Unsecured Creditor Trust free and clear of all Claims,
Liens, encumbrances, charges, Interests, and other interests,
subject only to the Allowed Claims of the Holders of Unsecured
Creditor Trust Interests as set forth in the Plan and the Unsecured
Creditor Trust Agreement.
Counsel to the Debtor:
Trinitee G. Green, Esq.
POLSINELLI PC
2950 N. Harwood, Suite 2100
Dallas, TX 75201
Tel: (214) 397-0030
Fax: (214) 397-0033
E-mail: tggreen@polsinelli.com
and
Jeremy R. Johnson, Esq.
POLSINELLI PC
600 3rd Ave., 42nd Fl.
New York, NY 10016
Tel: (212) 684-0199
Fax: (212) 684-0197
E-mail: jeremy.johnson@polsinelli.com
and
Bruce Dopke, Esq.
DOPKELAW LLC
1535 W. Schaumburg Rd., Suite 204
Schaumburg, IL 60194
Tel: (847) 524-4811
E-mail: bd@dopkelaw.com
A copy of the Disclosure Statement dated Jan. 17, 2024, is
available at https://tinyurl.ph/mHifN from PacerMonitor.com.
About Evangelical Retirement Homes
of Greater Chicago
Evangelical Retirement Homes of Greater Chicago, Incorporated,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Ill. Case No. 23-07541) on June 9, 2023. In the
petition signed by its chief executive officer, Michael Flynn, the
Debtor disclosed $10 million to $50 million in assets and $100
million to $500 million in liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Bruce C. Dopke, Esq., at Dopkelaw, LLC and
Polsinelli, PC as legal counsels, and WYSE Advisors, LLC as
financial advisor.
The U.S. Trustee for Region 11 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Crane, Simon, Clar & Goodman.
EVANGELINE OPTICAL: Hires Weinstein & St. Germain as Counsel
------------------------------------------------------------
Evangeline Optical Dispensary, Inc., seeks approval from the U.S.
Bankruptcy Court for the Western District Of Louisiana to employ
Weinstein & St. Germain, LLC to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $400
Paralegals $140
In addition, the firm will seek reimbursement for expenses
incurred.
Tom St. Germain, Esq., an attorney at Weinstein & St. Germain,
disclosed in a court filing that his firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Tom St. Germain, Esq.
Weinstein & St. Germain, LLC
1103 W. University Ave
Lafayette, LA 70506
Telephone: (337) 235-4001
About Evangeline Optical Dispensary
Evangeline Optical Dispensary, Inc. filed Chapter 11 petition
(Bankr. W.D. La. Case No. 24-50035) on Jan. 22, 2024, with up to
$50,000 in assets and up to $500,000 in liabilities. Carla Joe
Brackett, president, signed the petition.
Judge John W. Kolwe oversees the case.
Tom St. Germain, Esq., at Weinstein & St. Germain, LLC represents
the Debtor as legal counsel.
EYE CARE LEADERS: Feb. 1 Deadline Set for Panel Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of Eye Care Leaders
Portfolio Holdings, LLC.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at http://tinyurl.com/3z8f46tyand return by email it to
Meredyth Kippes - MeredythKippes@usdoj.gov - at the Office of the
United States Trustee so that it is received no later than 12:00
p.m. Central Time, on Feb. 1, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Eye Care
Eye Care Leaders Portfolio Holdings, LLC provides a suite of
software specifically geared towards ophthalmology and optometry
practices, practice management, surgical, revenue cycle management
(RCM), MIPS reporting and more. Eye Care Leaders is a one-stop
shop for eye care specialists and their patients.
Eye Care Leaders and more than 30 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Tex. Lead
Case No. 24-80001) on Jan. 16, 2024. In the petition filed by
CEO/portfolio Sophie Turrell, Eye Care disclosed $100 million to
$500 million in assets against $500 million to $1 billion in debt.
Hon. Michelle V. Larson presides over the cases.
Gray Reed is the Debtors' bankruptcy counsel. B. Riley Financial
Inc. is the Debtors' financial advisor.
FEMUR BUYER: S&P Downgrades ICR to 'CCC-', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered our rating on medical device contract
manufacturer Femur Buyer Inc. to 'CCC-' from 'CCC+' based on a
higher risk of default. S&P also lowered its issue-level ratings on
its first-lien debt to 'CCC-' from 'CCC+'.
The negative outlook reflects the company's narrowing liquidity and
high leverage, which could lead to a distressed exchange or default
within the next six months.
The downgrade reflects the company's narrowing liquidity because of
negative cash flow generation and the upcoming reduction in its
revolving credit facility commitment. Femur Buyer recorded a free
operating cash flow (FOCF) deficit of about $31 million in the
first nine months of 2023. S&P said, "We expect the company will
incur a deficit of about $40 million to $50 million for the full
year, which would mark its fifth consecutive year of generating
negative cash flow. While the company has historically relied on
revolver borrowings to fund cash flow deficits (including under the
$70 million revolving credit facility obtained in the first-half of
2022), it has limited remaining availability under its two
revolving credit facilities. Following the drawdown of $56 million
under its $100 million revolving credit facility during the third
quarter of 2023, Femur Buyer had $12 million of cash and $44
million of availability under the revolvers as of Sept. 30, 2023.
In addition, $15 million of Femur's revolving credit facility
commitment matures in March of 2024, further constraining its
liquidity. Given our expectation for continued cash burn because of
pressure on sales volumes from customer destocking, working capital
outflows, and high interest expense, we believe the company could
exhaust its liquidity before mid-2024. Therefore, we believe a
payment default or distressed exchange is increasingly likely over
the next six months."
S&P said, "We expect the company's leverage will remain elevated,
at above 12x, with limited prospects for deleveraging within the
next few years. Femur Buyer's recent performance has been weaker
than previously projected. The company reported about $397 million
revenue during the l2-month period ended Sept. 30, 2023, tracking
below our prior assumptions of low-teens percentage growth in 2023.
During the third quarter in 2023, the company reported $92 million
of revenue, which represented a decline of about 5% year over year.
The revenue decline was driven by customer inventory destocking
following a spike in ordering activity in 2022 amid elevated
post-COVID demand and supply constraints. Although the recent trend
of inventory destocking will be temporary as customers work through
excess inventory, we expect customer destocking will likely
continue pressuring Femur Buyer's topline into the first half of
2024. We estimate 2023 revenue will decline by about 2% due to the
more severe impact of customer destocking in the fourth quarter.
For 2024, we assume the company's revenue will return to a growth
when customers resume normal ordering patterns, and the company
implements additional price increases. In addition, the company's
S&P Global Ratings-adjusted EBITDA margin has sustained in the
mid-teens percentage range despite the recent volume slowdown due
to improved productivity and normalized labor costs. Despite our
expectation for modest improvement in performance this year, we
continue to expect the company's limited earnings growth and
negative free cash flow generation will keep its leverage elevated,
at above 12x, for the foreseeable future."
The negative outlook reflects the company's narrowing liquidity and
high leverage, which could lead to a distressed exchange or default
within the next six months.
S&P said, "We could lower the rating if the company misses a
contracted principal or interest payment, announces a transaction
that we view as distressed, or we believe a default is a virtual
certainty.
"We could take a positive rating action if default scenarios were
no longer a potential risk over the next six months. This could
happen if the company's liquidity improves, for instance from a
substantial equity injection, such that we believe the company
could maintain its operations over the subsequent 12 months."
FL RHW ERIE: Hires Wadsworth Garber Warner Conrardy as Counsel
--------------------------------------------------------------
FL RHW Erie, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Wadsworth
Garber Warner Conrardy, PC to handle its Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
David Wadsworth $500
Aaron Garber $500
David Warner $425
Aaron Conrardy $425
Lindsay Riley $325
Justin Carpenter $225
Paralegals $125
The firm received a retainer in the amount of $15,000 from the
Debtor.
David Wadsworth, Esq., an attorney at Wadsworth Garber Warner
Conrardy, disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David V. Wadsworth, Esq.
Wadsworth Garber Warner Conrardy, PC
2580 West Main Street, Suite 200
Littleton, CO 80120
Telephone: (303) 296-1999
Facsimile: (303) 296-7600
Email: dwadsworth@wgwc-law.com
About FL RHW Erie
FL RHW Erie, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 24-10251) on
Jan. 19, 2024, with $430,984 in assets and $2,162,897 in
liabilities. Daniel Franklin, manager, signed the petition.
Judge Joseph G. Rosania Jr. oversees the case.
David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, PC
serves as the Debtor's legal counsel.
FLORIDIAN POOLS: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: Floridian Pools, Inc.
1420 Royal Palm Beach Blvd.
Suite A
Royal Palm Beach, FL 33411
Business Description: The Debtor is a swimming pool contractor
based in Florida.
Chapter 11 Petition Date: January 28, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-10782
Judge: Hon. Mindy A Mora
Debtor's Counsel: Mark S. Roher, Esq.
LAW OFFICE OF MARK S. ROHER, P.A.
1806 N. Flamingo Road
Suite 300
Pembroke Pines, FL 33028
Tel: (954) 353-2200
Email: mroher@markroherlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Elajuwan Davis as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/BD4V77I/Floridian_Pools_Inc__flsbke-24-10782__0001.0.pdf?mcid=tGE4TAMA
FRANCISCAN FRIARS: Hires Brian P. Brosnahan as Special Counsel
--------------------------------------------------------------
Franciscan Friars of California, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Brian P. Brosnahan as special counsel.
The firm will be paid at the rate $450 per hour.
As of the petition date, the Debtor was indebted to the Debtor in
the amount of $9,720. The firm holds no retainer. Since January 1,
2019, the Debtor has paid the firm $324,915.52 in fees and costs.
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:
Brian P. Brosnahan
101 California Street, Suite 2300
San Francisco, CA 94111
About Franciscan Friars of California, Inc.
The Debtor is a tax-exempt religious organization. The Debtor was
formed to provide religious, charitable, and educational acts,
ministry, and service to the poor.
Franciscan Friars of California, Inc. in Oakland, CA, filed its
voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case
No. 23-41723) on December 31, 2023, listing $1 million to $10
million in assets and $10 million to $50 million in liabilities.
David Gaa, OFM, president of the Debtor, signed the petition.
Judge William J Lafferty oversees the case.
BINDER & MALTER, LLP serve as the Debtor's legal counsel.
FRINJ COFFEE: Seeks to Hire Michael Jay Berger as Legal Counsel
---------------------------------------------------------------
FRINJ Coffee, Incorporated seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of Michael Jay Berger as bankruptcy counsel.
The Debtor requires legal counsel to:
(a) communicate with creditors;
(b) review the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
(c) advise the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
(d) work to bring the Debtor into full compliance with
reporting requirements of the Office of the United States Trustee;
(e) prepare status reports as required by the court;
(f) respond to any motions tiled in the Debtor's bankruptcy
proceeding;
(g) respond to creditor inquiries;
(h) review proofs of claim filed in the Debtor's bankruptcy;
(i) object to inappropriate claims;
(j) prepare Notices of Automatic Stay in all state court
proceedings in which the Debtor is sued during the pending of its
bankruptcy proceeding; and
(k) if appropriate, prepare a Chapter Il Plan of
Reorganization for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Michael Berger $645
Sofya Davtyan $595
Robert Poteete $475
Senior Paralegal $275
Law Clerk $275
Paralegal $200
The firm received a retainer in the total amount of $25,000 plus
filing fee of $1,738 from the Debtor.
Michael Jay Berger, Esq., disclosed in a court filing that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Blvd., 6th Floor
Beverly Hills, CA 90212
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About FRINJ Coffee
FRINJ Coffee, Incorporated is a coffee production firm that offers
coffee plant material, production consulting, post-harvest, and
marketing services. The Company creates a transformative experience
by connecting coffee drinkers to farmers, propelling the growth of
a coffee industry in Southern California. FRINJ currently supports
more than 65 farmers who are growing coffee in Santa Barbara,
Ventura, and San Diego counties as well as many more property
owners who are adding coffee to their crops.
FRINJ Coffee filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10044) on Jan. 16,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. John A. Ruskey III, chief executive
officer, signed the petition.
Judge Ronald A. Clifford III oversees the case.
The Law Offices of Michael Jay Berger represents the Debtor as
bankruptcy counsel.
GILLIAM CONSTRUCTION: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------------
Debtor: Gilliam Construction, Inc.
d/b/a Gilliam Construction
5470 Kietzke Lane #300
Reno, NV 89511
Business Description: The Debtor offers new construction and
remodeling services in Reno, Nevada.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
District of Nevada
Case No.: 24-50090
Debtor's Counsel: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Tel: 775.322.1237
Fax: 775.996.7290
Email: kevin@darbylawpractice.com
Total Assets: $159,251
Total Liabilities: $1,142,700
The petition was signed by Jeremiah Gilliam a president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/F73RP3I/GILLIAM_CONSTRUCTION_INC__nvbke-24-50090__0001.0.pdf?mcid=tGE4TAMA
GOL LINHAS: Bankruptcy Court Approves "First Day" Motions
---------------------------------------------------------
GOL Linhas Aereas Inteligentes S.A. ("GOL" or "Company") (B3:
GOLL4), a leading domestic airline in Brazil, on
Jan. 29 disclosed that it has received key approvals from the
United States Bankruptcy Court for the Southern District of New
York (the "U.S. Court") in the Company's legal financial
restructuring initiated on January 25, 2024. The approvals granted
by the U.S. Court at the "First Day" hearing ensure that GOL will
continue operating in the normal course during the process, as
previously communicated.
As expected, the U.S. Court approved interim access to the US$950
million in debtor-in-possession ("DIP") financing that was
committed by members of the Ad Hoc Group of Abra Bondholders, as
well as certain other Abra bondholders. The Company intends to seek
final approval of the financing at a hearing in the coming weeks.
In the meantime, GOL will have immediate access to part of the new
liquidity. With this approval, GOL will honor commitments to
business partners and suppliers of goods and services provided on
or after the filing date of January 25, 2024, and will continue
paying employee salaries, wages and benefits.
With access to the new financing, the Company will continue to
provide safe and reliable air travel service at a low cost,
providing the best travel experience to Customers. Customers can
continue to arrange travel and fly in the same manner they always
have, including the use of tickets and vouchers, and the accrual,
purchase and use of miles earned through Smiles. GOL's codeshare
and interline agreements remain available to Customers.
"We are pleased by this successful start to our legal financial
restructuring. Obtaining the U.S. Court's authorization to access
new financing will enable GOL to continue operating in the normal
course, as we anticipated," said Celso Ferrer, Chief Executive
Officer. "GOL's purpose is 'Being the First for All', and we
initiated this process not only for the benefit of our Company and
our Employees, but to make us an even stronger airline for our
Customers, suppliers and all our partners. Moving forward with the
support of our lenders, we are confident that we will continue to
advance our long-term strategies, including improving
affordability, the travel experience and Customer choice. We thank
our talented team and dedicated partners, suppliers and passengers
for their continued support."
Information on Chapter 11
The U.S. Chapter 11 process is a well-established and flexible
legal framework for restructuring businesses with operations in
multiple jurisdictions. The legal process allows for companies to
strengthen their financial position while continuing to operate as
usual, subject to supervision and approval by the U.S. court
system. The Chapter 11 process has been used successfully by many
international airlines, including Aeroméxico, American Airlines,
Avianca Colombia, Delta Air Lines, LATAM Airlines, and United
Airlines. Scandinavian Airlines is currently also reorganizing
under Chapter 11.
GOL is confident that this process is in the best interests of its
stakeholders, including employees and customers, who will continue
to benefit from the Company's affordable, safe and reliable flights
as well as its best-in-class service.
Additional Information
Additional information regarding the Company's court-supervised
process is available at www.GolFirstForAll.com.
Court filings and other information related to the proceedings are
available on a separate website administrated by the Company's
claims agent, Kroll Restructuring Administration LLC ("Kroll"), at
https://cases.ra.kroll.com/GOL, or by calling Kroll at 844.553.2247
(U.S./Canada) (toll free) or +1.646.777.2315 (International).
About Gol GOLL4.SA
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircrafts and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
programs to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes S.A. and its affiliates and its
subsidiaries voluntarily filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024.
GOL Linhas estimated $1 billion to $10 billion in assets as of the
bankruptcy filing.
The Debtors tapped MILBANK LLP as counsel, SEABURY SECURITIES LLC
as restructuring advisor, financial advisor and investment banker,
ALIXPARTNERS, LLP, as financial advisor, and HUGHES HUBBARD & REED
LLP as aviation related counsel. KROLL RESTRUCTURING
ADMINISTRATION LLC is the claims agent.
GOL LINHAS: NYSE to Commence Delisting Process of ADSs
------------------------------------------------------
The New York Stock Exchange LLC on Jan. 26, 2024, disclosed that
the staff of NYSE Regulation has determined to commence proceedings
to delist the American Depositary Shares ("ADSs"), each
representing two Preferred Shares of Gol Linhas Aéreas
Inteligentes S.A. (the "Company") -- ticker symbol GOL -- from the
NYSE. Trading in the Company's ADSs will be suspended immediately.
NYSE Regulation reached its decision that the Company is no longer
suitable for listing pursuant to Listed Company Manual Section
802.01D after the Company's January 25, 2024 disclosure on Form 6-K
filed with the Securities and Exchange Commission that the Company
and its subsidiaries have voluntarily filed for Chapter 11 in the
United States Bankruptcy Court for the Southern District of New
York. In reaching its delisting determination, NYSE Regulation
noted the uncertainty as to the ultimate effect of this process on
the value of the Company's ADSs.
The Company has a right to a review of this determination by a
Committee of the Board of Directors of the Exchange. The NYSE will
apply to the Securities and Exchange Commission to delist the
Company's ADSs upon completion of all applicable procedures,
including any appeal by the Company of the NYSE Regulation staff's
decision.
About Gol GOLL4.SA
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircrafts and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
programs to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircrafts with 674 daily flights. The company was founded in 2000
and is headquartered in São Paulo, Brazil.
GOL Linhas Aereas Inteligentes S.A. and its affiliates and its
subsidiaries voluntarily filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024.
GOL Linhas estimated $1 billion to $10 billion in assets as of the
bankruptcy filing.
The Debtors tapped MILBANK LLP as counsel, SEABURY SECURITIES LLC
as investment banker, ALIXPARTNERS, LLP, as financial advisor, and
HUGHES HUBBARD & REED LLP as aviation related counsel. KROLL
RESTRUCTURING ADMINISTRATION LLC is the claims agent.
GOL LINHAS: S&P Downgrades ICR to 'D' on Chapter 11 Filing
----------------------------------------------------------
S&P Global Ratings lowered its global and national scale issuer
credit ratings to 'D' from 'CCC-' and 'brCCC-', respectively, on
Brazil-based airline Gol Linhas Aereas Inteligentes S.A.
S&P also lowered its issue-level ratings on the company's senior
unsecured notes to 'D' from 'CC' and withdrew the '5' recovery
rating.
This happened after Gol Linhas Aereas Inteligentes S.A. (Gol)
announced in December 2023 it had hired financial advisors to help
strengthen its capital structure. Despite improved operational
performance during 2023, the company still faces a heavy debt
burden, while high lease payments, capital expenditure, sequential
delays on delivery of new MAX aircraft from its manufacturer, and
working capital outflows will continue pressuring cash flow.
Together with the filing, the company announced that it had secured
financial support from the ad-hoc group of Abra Group (Gol's
holding company) bondholders as well as other Abra bondholders, who
have committed $950 million in debtor-in-possession financing.
GOLD STAR: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------
Gold Star Transportation Services, LLC asks the U.S. Bankruptcy
Court for the Middle District of Florida, Orlando Division, for
authority to use cash collateral nunc pro tunc to January 15, 2024
and provide adequate protection.
The Debtor requires the use of cash collateral to fund ordinary
business operations and expenses as outlined in the budget Debtor
filed on January 18, 2024.
The Debtor's ordinary course monthly expenses, including payroll
appear to be approximately $27,800 per month, which includes the
Subchapter V trustee's monthly payment of $1,000.
The Debtor filed the instant case because it has fallen behind on
certain payments to secured creditors due to the pandemic, and its
after-effects on the bus transportation business.
Subject to defenses, counterclaims and offsets, if any, the
following creditors may assert claims secured by a lien against
property of the estate, including cash collateral.
In 2020, the Debtor received EIDL from the SBA in the amount of
$51,000. On June 17, 2020, the SBA recorded a UCC-1 Statement under
Document Number 202002331683. This amount may be subject to
forgiveness. Out of an abundance of caution, the Debtor has filed
the motion because of the potential lien held by the SBA.
As of the Petition Date, the Debtor had cash collateral consisting
of cash and accounts receivable. The Debtor's average expected
post-petition monthly revenue is approximately $ $30,301.
The Secured Creditor, and any other creditor that may have an
interest in cash collateral, will be adequately protected, as
follows:
(i) the reporting requirements;
(ii) lien on cash collateral after the Petition Date to the
same extent and with the same validity and priority as the lien
held by Secured Creditors prior to the Petition Date;
(iii) maintenance of the Debtor's business; and
(iv) increased value of the Debtor's business as a result of
reorganization.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=xNIQAK from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$27,800 for January 2024;
$27,800 for February 2024;
$27,800 for March 2024;
$27,800 for April 2024;
$27,800 for May 2024; and
$27,800 for June 2024.
About Gold Star Transportation Services, LLC
Gold Star Transportation Services, LLC provides charter bus
services in Kissimmee, Florida, to local attractions. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Case No. 6:24-bk-00177-GER) on January 15, 2024.
In the petition signed by Luis A. Primiciero, managing member, the
Debtor disclosed up to $50,000 in assets and up to $100,000 in
liabilities.
Melissa Youngman, Esq., at Winter Park Estate Plans & Reorgs,
represents the Debtor as legal counsel.
GRS RESTAURANT: Court OKs Deal on Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, authorized GRS Restaurant Group, Inc. to
use cash collateral on a final basis in accordance with the budget
and its agreement with Comerica Bank, through February 29, 2024.
As previously reported by the Troubled Company Reporter, on
December 29, 2014, Comerica filed a UCC Financing Statement with
the California Secretary of State as File No. 15-7443154630
identifying as collateral all personal property of the Debtor
including but not limited to all identified tangibles as well as
general intangibles.
The parties agreed that GRS may use cash collateral to pay its
normal and ordinary operating expenses pursuant to the budget,
subject to the terms and conditions of the Stipulation and the
Prior Cash Collateral Stipulations, including the prior
Court-approved grants of Adequate Protection by GRS to Comerica.
A copy of the court's order is available at
https://urlcurt.com/u?l=wREi5J from PacerMonitor.com.
About GRS Restaurant
GRS Restaurant Group, Inc., doing business as Stacks, operates in
the restaurant industry. It is based in Burlingame, Calif.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-30430) on June 30, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Gina Klump, Esq., at the
Law Office of Gina R. Klump, has been appointed as Subchapter V
trustee.
Judge Hannah L. Blumenstiel oversees the case.
Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the
Debtor as counsel.
GUZZINO LEASING: Hires Steffes Firm LLC as Legal Counsel
--------------------------------------------------------
Guzzino Leasing and Rental, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
The Steffes Firm, LLC as counsel.
The Steffes Firm, LLC as legal counsel in its Chapter 11 case.
Steffes Firm received a retainer in the total amount of $10,000.
As disclosed in court filings, The Steffes Firm does not hold
interests adverse to the Debtor's estate and is a disinterested
person, qualified to represent the Debtor under Section 327(a) of
the Bankruptcy Code.
The firm can be reached through:
Arthur A. Vingiello, Esq.
THE STEFFES FIRM, LLC
13702 Coursey Blvd., Building 3
Baton Rouge, LA 70817
Tel: (225) 751-1751
Email: avingiello@steffeslaw.com
About Guzzino Leasing and Rental, Inc.
Guzzino Leasing doing business as UTEC manufactures automotive
parts. The Company offers truck and trailer cranes, dump bodies,
sweepers, elevators, liftgates, lights, pumps, motors, winches, and
parts, as well as provides tank and cylinder repairs services.
Guzzino Leasing and Rental, Inc. d/b/a Utility Truck and Equipment
Company in Lake Charles, LA, filed its voluntary petition for
Chapter 11 protection (Bankr. W.D. La. Case No. 24-20019) on
January 10, 2024, listing $1 million to $10 million in assets and
$500,000 to $1 million in liabilities. Phillip Anthony Guzzino as
managing member, signed the petition.
Judge John W. Kolwe oversees the case.
THE STEFFES FIRM, LLC serve as the Debtor's legal counsel.
HAWAIIAN HOLDINGS: BlackRock Reports 9.6% Stake as of Dec. 31
-------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the U.S.
Securities and Exchange Commission that as of December 31, 2023, it
beneficially owned 4,961,117 shares of Hawaiian Holdings, Inc.'s
Common Stock, representing 9.6% of the shares outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/4ezeaejf
About Hawaiian Holdings
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
transportation services. As of September 30, 2023, Hawaiian
Holdings has $3,923,260 in total assets and $3,744,502 in total
liabilities.
* * *
On November 15, 2023, Egan-Jones Ratings Company retained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Hawaiian Holdings.
HELIX ENERGY: BlackRock Reports 17.5% Equity Stake
--------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of December 31, 2023, it
beneficially owned 26,338,219 shares of Helix Energy Solutions
Group Inc.'s Common Stock, representing 17.5% of the shares
outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/mwfbf8kc
About Helix Energy
Helix Energy Solutions Group, Inc. is an American oil and gas
services company headquartered in Houston, Texas.
As of June 30, 2023, Helix Energy reported $2,423,845,000 in total
assets and $891,917,000 in total liabilities.
* * *
Egan-Jones Ratings Company on June 23, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Helix Energy Solutions Group, Inc.
HOWARD INTERVENTION: Seeks to Tap Network Accounting as Accountant
------------------------------------------------------------------
Howard Intervention Center, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Network Accounting.
The Debtor requires an accountant to prepare its federal and state
tax return.
The accountant will be compensated for its services in an amount
not to exceed $1,000.
Jerla Freeman, CPA, a member of Network Accounting, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jerla Freeman, CPA
Network Accounting
1990 Grant St.
Gary, IN 46404
Telephone: (219) 944-8821
About Howard Intervention Center
Howard Intervention Center, Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-16312) on
December 5, 2023, with $369,399 in assets and $1,085,759 in
liabilities. Cara K. Wilson, president, signed the petition.
Judge Benjamin Goldgar oversees the case.
The Debtor tapped Gregory K. Stern, Esq., at Gregory K. Stern, PC
as legal counsel and Jerla Freeman, CPA, at Network Accounting as
accountant.
HUMANIGEN INC: Court OKs Bid Rules for Sale of Assets
-----------------------------------------------------
Humanigen, Inc. received approval from the U.S. Bankruptcy Court
for the District of Delaware to solicit bids for its assets.
The company is selling substantially all of its assets to its
lender, Taran Therapeutics, Inc., or another buyer with a better
offer.
Taran Therapeutics previously agreed to provide Humanigen with a $2
million loan to help the company get through bankruptcy.
Pursuant to its sale agreement with Humanigen, Taran Therapeutics
will provide a cash payment of $2 million, which payment will be
reduced on a dollar-for-dollar basis by the amount chargeable to
Humanigen in connection with the bankruptcy loan. Moreover, Taran
Therapeutics agreed to assume certain liabilities.
Taran Therapeutics will serve as the stalking horse bidder at the
auction that will take place on Feb. 13, at 10:00 a.m. (prevailing
Eastern Time) if Humanigen receives competing offers by the bid
deadline. The deadline for other interested buyers to place their
bids on the assets is on Feb. 12, at 4:00 p.m. (prevailing Eastern
Time).
A hearing to consider the sale of assets to the winning bidder is
scheduled for Feb. 14, at 1:30 p.m. (prevailing Eastern Time).
In case Taran Therapeutics is not selected as the winning bidder,
the stalking horse bidder will receive expense reimbursement of
$100,000.
Aaron Stulman, Esq., one of the attorneys at Potter Anderson &
Corroon, LLP representing Humanigen, said the sale to Taran
Therapeutics or another "financial or strategic party" may restart
operations and continue the development of the company's key
pharmaceutical products.
About Humanigen Inc.
Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN) --
www.humanigen.com -- is a clinical stage biopharmaceutical company,
developing its portfolio of proprietary Humaneered
anti-inflammatory immunology and immuno-oncology monoclonal
antibodies. Formerly known as KaloBios Pharmaceuticals, Inc.,
Humanigen's proprietary, patented Humaneered technology platform is
a method for converting existing antibodies (typically murine) into
engineered, high-affinity human antibodies designed for therapeutic
use, particularly with acute and chronic conditions. The company
has developed or in-licensed targets or research antibodies,
typically from academic institutions, and then applied its
Humaneered technology to optimize them. Its lead product candidate,
lenzilumab, and its other product candidate, ifabotuzumab ("iFab"),
are Humaneered monoclonal antibodies.
Humanigen filed Chapter 11 petition (Bankr. D. Del. Case No.
24-10003) on Jan. 3, 2024, with assets of $521,000 and liabilities
of $44,131,000. Ronald Barliant, independent director, signed the
petition.
Judge Brendan Linehan Shannon oversees the case.
Potter Anderson & Corroon, LLP and SC&H Group, Inc. serve as the
Debtor's bankruptcy counsel and investment banker, respectively.
Epiq Corporate Restructuring, LLC is the claims and noticing agent.
IAMGOLD CORP: Reports Q4 2023 Production Results
------------------------------------------------
IAMGOLD Corporation announced its preliminary full year and fourth
quarter 2023 production results and progress at the Cote Gold
Project, located in Ontario, Canada.
Highlights:
* 2023 attributable gold production of 465,000 ounces which is
at the top end of the annual production guidance of 410,000 to
470,000 ounces.
* Essakane achieved attributable production in the fourth
quarter of 108,000 ounces, bringing the full year production to
372,000 ounces, nearing the top end of the annual guidance of
380,000.
* Westwood achieved production in the fourth quarter of 28,000
ounces, bringing the full year production to 93,000 ounces and
beating the annual guidance of 70,000 to 90,000 ounces.
* Cote Gold commissioning activities progressing well with the
start-up of the primary crushing circuit ongoing. Initial
production remains on track for March 2024.
* IAMGOLD to report year-end financial results on February 15,
2024 after market close.
"IAMGOLD finished the year with a strong quarter with both Essakane
and Westwood achieving the highest production levels this year,"
commented Renaud Adams, President and Chief Executive Officer of
IAMGOLD. "As a result, the Company finished the year with total
annual attributable production of 465,000 ounces of gold, which was
on the upper end of the annual production guidance target of
410,000 to 470,000 ounces of gold. We congratulate the Essakane
team who achieved their targets while facing considerable
challenges and the Westwood team who continues to execute on the
plan to increase production, with a notable achievement of
producing approximately 12,400 ounces in December."
"At Cote Gold, pre-commissioning and commissioning activities are
progressing well," continued Mr. Adams. "Pre-commissioning of the
primary crushing circuit is ongoing with full commissioning of the
first mined rock delivered to the crusher via our autonomous haul
trucks planned for later this week. Next steps include
commissioning of the secondary crushing circuit, followed by the
grinding and wet circuits towards our target of initial production
towards the end of the quarter. This stage of iterative testing and
project advancement is critical in order to position the project
for a successful and steady ramp up of gold production through the
year. Cote Gold is expected to be the third largest gold mine in
Canada with an expected mine life exceeding 18 years, repositioning
IAMGOLD with a strong foundation of gold production, lower cost
profile and exceptional growth opportunities in Canada."
In 2023, IAMGOLD achieved attributable gold production of 465,000
ounces, at the top end of the guidance range of 410,000 to 470,000
ounces, including 136,000 ounces in the fourth quarter. Annual gold
sales were 462,000 ounces on an attributable basis at an average
realized gold price of $1,955 per ounce. Fourth quarter gold sales
were 136,000 ounces on an attributable basis at an average realized
gold price of $2,005 per ounce.
IAMGOLD will release its fourth quarter and full year 2023
operating and financial results, as well as operating outlook for
2024, after market hours on Thursday, February 15, 2024. Senior
management will host a conference call to discuss the operating
performance and financial results on Friday, February 16, 2024.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
http://tinyurl.com/2sut27eu
About IAMGOLD Corporation
Headquartered in Toronto, Canada, IAMGOLD Corporation is an
intermediate gold producer and developer based in Canada with
operating mines in North America and West Africa.
In June 2023, S&P Global Ratings revised its outlook on IAMGOLD
Corp. to positive from negative and affirmed its 'CCC+' issuer
credit rating. At the same time, S&P lowered its issue-level
rating on the company's unsecured notes to 'CCC' from 'CCC+' and
revised its recovery rating to '5' from '4'.
In September 2023, Egan-Jones Ratings Company maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by IAMGOLD.
ILLINOIS EXTRACTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Illinois Extracts LLC
FKA Whitefield Extraction LLC
1372 Western Road
Henry, IL 61537
Business Description: The Debtor operates in the pharmaceutical
and medicine manufacturing sector.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
Central District of Illinois
Case No.: 24-80044
Judge: Hon. Peter W. Henderson
Debtor's Counsel: Sumner A. Bourne, Esq.
RAFOOL & BOURNE, P.C.
401 Main Street, Suite 1130
Peoria, IL 61602
Tel: (309) 673-5535
Fax: (309) 673-5537
Email: notices@rafoolbourne.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jerry Read as manager.
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/AQG2Z4Q/Illinois_Extracts_LLC__ilcbke-24-80044__0001.0.pdf?mcid=tGE4TAMA
INNOVATIVE DESIGNS: Delays Form 10-K for Year Ended Oct. 31
-----------------------------------------------------------
Innovative Designs, Inc. filed a Form 12b-25 with the Securities
and Exchange Commission notifying the delay in the filing of its
Annual Report on Form 10-K for the period ended Oct. 31, 2023.
According to the Company, its auditors have not completed their
work in connection with compiling the financial information that is
a part of the Form 10-K. It is expected that the work will be
completed within the extended filing period.
The Company disclosed that revenues increased from $258,734 for the
fiscal year ended Oct. 31, 2022, to approximately $347,763, for the
fiscal year ended Oct. 31, 2023.
About Innovative Designs
Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc.
operates in two separate business segments: cold weather clothing
and a house wrap for the building construction industry. Both of
its segment lines use products made from INSULTEX, which is a
low-density foamed polyethylene with buoyancy, scent block, and
thermal resistant properties. The Company has a license agreement
directly with the owner of the INSULTEX Technology.
Innovative Designs reported a net loss of $225,489 for the year
ended Oct. 31, 2022, compared to a net loss of $322,732 for the
year ended Oct. 31, 2021. As of Oct. 31, 2022, the Company had
$1.48 million in total assets, $474,159 in total liabilities, and
$1 million in total stockholders' equity.
Kennett Square, PA-based RW Group, LLC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
Feb. 13, 2023, citing that the Company had net losses and negative
cash flows from operations for the years ended Oct. 31, 2022 and
2021 and an accumulated deficit at Oct. 31, 2022 and 2021. These
factors raise substantial doubt about the Company's ability to
continue as a going concern for one year from the issuance date of
these financial statements.
The Company had a net loss of ($255,649) and a negative cash flow
of ($84,476) for the nine-month period ended July 31, 2023. In
addition, the Company has an accumulated deficit of ($10,591,228).
Management's plans include cash receipts through sales, sales of
Company stock, and borrowings from private parties. The Company
said these factors raise substantial doubt regarding the Company's
ability to continue as a going concern for a period of one year
from the issuance of these financial statements.
INTEGRITY TIRE: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Integrity Tire LLC to use cash collateral on an interim basis, in
accordance with the budget, with a 15% variance.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to fund the payment of any
expenses incurred by the Debtor after the Petition Date in
accordance with the Budget.
The Debtor operating successfully for many years, until the COVID
pandemic jeopardized its business by increased costs, labor
shortage, and reduced demand. In order to meet its expenses and
remain in operation during the pandemic, the Debtor took out loans
from the U.S. Small Business Administration and the Delaware Small
Business Division totaling over $500,000. When those loans failed
to provide sufficient capital, it was forced to borrow from
aggressive high-interest quick-funding merchant cash advance
companies, which drew repayments directly from the Debtor's bank
accounts. Eventually these merchant cash advances caused the Debtor
to be unable to pay its debts and meet its ongoing expenses,
leading to this bankruptcy.
Shortly before the bankruptcy, the Debtor obtained a search of
UCC-1 financing statements filed in the State of Delaware, learning
that 9 financing statements had been recorded and not terminated.
Of those 9, the Debtor has determined that the SBA's $500,000 loan,
which appears to be secured by a blanket lien on all of the
Debtor's assets, is in first priority position. The Debtor has not
yet been in contact with the SBA.
The Debtor's senior secured creditor appears to be SBA, whose
original claim was $500,000 over 30 years at the interest rate of
3.5% per annum. According to SBA's UCC-1 recorded on May 21, 2020,
SBA purports to hold a perfected blanket lien on all tangible and
intangible personal property of the Debtor, although there is no
express clause perfecting any security interest on after-acquired
property.
As adequate protection, the Secured Parties are granted fully
perfected replacement liens on all of the Debtor's assets.
The Secured Parties will be entitled to attachment of Replacement
Liens on assets of the Debtor only with the same validity,
priority, amount, and extent as their respective liens existing as
of the Petition Date. The Replacement Liens will be subject to any
liens to which any lien holder has agreed or in the future will
agree will be senior to the liens of such lien holder. To the
extent that unencumbered funds are not available to pay
administrative expenses in full, the Replacement Liens will be
subject to payment of the Carve-Out. The total of all Replacement
Liens will not exceed the total value of the Collateral on the date
of entry of the Order.
In order to protect the interests of SBA in its Collateral, the
Debtor will make regular and timely monthly payments to SBA in the
amount required under its contractual loan. Such payments will be
the only adequate protection payment required for SBA's and any
other Secured Parties' interests in any property of the estate
until further order of the Court.
A final hearing on the matter is set for February 14, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=ts0MVb
from PacerMonitor.com.
About Integrity Tire LLC
Integrity Tire LLC offers name brand tires, wheels, and tire repair
services to customers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10038) on January 12,
2024. In the petition signed by Jesse Zimmerman, president, the
Debtor disclosed up to $100,000 in assets and up to $10 million in
liabilities.
Judge Laurie Selber Silverstein oversees the case.
Adam Hiller, Esq., at Hiller Law LLC, represents the Debtor as
legal counsel.
INTERGALACTIC THERAPEUTICS: Court OKs Bid Rules for Sale of Assets
------------------------------------------------------------------
Intergalactic Therapeutics, Inc. received approval from the U.S.
Bankruptcy Court for the District of Massachusetts to solicit bids
for its assets.
The assets up for sale include the company's intellectual property,
which consists of a portfolio of patents and trademarks, research
and clinical trial data, research materials, and software URLs and
related assets.
Under the court-approved bid procedures, the deadline for potential
buyers to place their bids on the assets is on March 1, at 4:30
p.m. (prevailing Eastern Time).
The bid must include (i) cash in the amount of $500,000; (ii)
payment of the debtor-in-possession loan obligation as of the
closing date; and (iii) $150,000. Moreover, it must be accompanied
by a cash deposit of $100,000.
An auction will be held at the sale hearing only if Intergalactic
receives offers by the bid deadline. The hearing on the sale is
scheduled for March 8, at 10:00 a.m.
Intergalactic had earlier received an offer from IGTX Acquisition,
Inc., an affiliate of the company's majority shareholder, ATP Life
Science Ventures.
The offer includes $500,000; the payment of cure costs associated
with the assumption and assignment of certain contracts to IGTX;
and the outstanding balance of the debtor-in-possession loan as of
the closing of IGTX's sale agreement with Intergalactic. The sale
agreement requires a closing on or before March 22.
IGTX's offer will serve as the stalking horse bid at the auction.
In the event it is not selected as the winning bidder, IGTX will
receive a break-up fee of $50,000 and expense reimbursement of up
to $50,000.
IGTX had earlier agreed to provide Intergalactic with a
debtor-in-possession loan of up to $750,000 to pay the company's
expenses associated with the sale.
About Intergalactic Therapeutics
Intergalactic Therapeutics Inc. -- https://www.intergalactic-tx.com
-- is a company specializing in developing non-viral gene
therapies. Based in Cambridge, Mass., the company uses synthetic
biology and engineered gene circuits to make covalently closed and
circular DNA molecules designed to provide a potentially safer and
more effective solution for patients.
Intergalactic filed Chapter 11 petition (Bankr. D. Mass. Case No.
23-41067) on Dec. 19, 2023, with assets between $100,000 and
$500,000 and liabilities between $10 million and $50 million.
Charles Allen, president, signed the petition.
Judge Elizabeth D. Katz oversees the case.
The Debtor tapped Murphy & King, Professional Corporation as
bankruptcy counsel; Morgan Lewis & Bockius, LLP as special patent
counsel; Verdolino & Lowey, P.C. as financial advisor; and Cassel
Salpeter & Co., LLC as investment banker.
INTERNATIONAL FOODS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: International Foods NW Inc.
4404 W. Fullerton Ave.
Chicago, IL 60639
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-01165
Judge: Hon. Deborah L. Thorne
Debtor's Counsel: John F. Hiltz, Esq.
HILTZ ZANZIG & HEILIGMAN LLC
53 West Jackson
Suite 1301
Chicago, IL 60604
Email: jhiltz@hzhlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carlos Mella-Picel as owner.
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/Q3M3QIQ/International_Foods_NW_Inc__ilnbke-24-01165__0001.0.pdf?mcid=tGE4TAMA
INVESTWING CAPITAL: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Investwing Capital, LLC to use cash collateral on a final basis, in
accordance with the budget, with a 15% variance.
The Debtor requires the use of cash collateral to pay the
postpetition operating expenses of the Debtor's businesses.
Fund-Ex Solutions Group LLC asserts a security interest in some or
all of the Debtor's funds.
On April 21, 2022, the Debtors executed the Note made payable to
Fund-Ex in the original principal amount of $4.826 million.
Fund-Ex perfected the Prepetition Liens in SFEL's assets by filing
a UCC-1 financing statement with the Arizona Secretary of State at
Filing No. 2022-002-4659-5. As of the Petition Date, the Debtors,
jointly and severally, owe Fund-Ex the sum of $4.7 million.
As adequate protection, Fund-Ex Solutions Group LLC is granted
valid and perfected security interests in the Debtor's postpetition
assets of the same type and to the same extent and priority (if
any) as existed prior to the Petition Date.
During the Interim Period, the Debtor will maintain insurance on
Fund-Ex's physical collateral. The Debtor will also provide proof
of insurance to Fund-Ex upon request.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=Um1Dfu from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$345,900 for February 2024;
$366,179 for March 2024; and
$368,724 for April 2024.
About Investwing Capital, LLC
Investwing Capital, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-08998) on
December 15, 2023. In the petition signed by Joshua Petrawski,
chief executive officer, the Debtor disclosed up to $50,000 in
assets and up to $10 million in liabilities.
Judge Madeleine C. Wanslee oversees the case.
Jason D. Curry, Esq., at Quarles & Brady LLP, represents the Debtor
as legal counsel.
MCA Financial Group, Ltd. is the financial advisor.
J & D RESTAURANT: Hires DeConcini McDonald as Litigation Trustee
----------------------------------------------------------------
J & D Restaurant Group, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Jody A. Corrales of
DeConcini McDonald Yetwin & Lacy, P.C. as litigation trustee.
The firm will assist the Debtor in relation to potential preference
claims in the Plan of Reorganization; serves as Subchapter V
Trustee; and prosecute claims under sections 502 (d), 506, 509,
510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552, 552 and 724
of the Bankruptcy Code.
will be paid based upon its normal and usual hourly billing rates.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
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:
Jody A. Corrales
DeConcini McDonald Yetwin & Lacy, P.C.
2525 E. Broadway Blvd., Suite 200
Tucson, AZ 85716
Tel: (520) 322-5000
About J & D Restaurant Group, LLC
J & D Restaurant Group, LLC was formed in 2016 and operates a full
service modern Mexican restaurant located at 15730 North 83rd
Avenue, Suite 110, Peoria, 27 Arizona, 85382.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-05054) on July 27,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. Judge Daniel P. Collins oversees the case.
Judge Daniel P. Collins oversees the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., is the
Debtor's legal counsel.
J & S CONCEPTS: Hires Dunham Hildebrand as Legal Counsel
--------------------------------------------------------
J & S Concepts LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
Dunham Hildebrand, PLLC as their legal counsel.
The firm's services include:
a. rendering legal advice with respect to the rights, powers
and duties of the Debtors in the management of their property;
b. investigating and, if necessary, instituting legal action
on behalf of the Debtors to collect and recover assets of the
estates of the Debtors;
c. preparing all necessary pleadings, orders and reports with
respect to this proceeding and to render all other necessary or
proper legal services;
d. assisting and counseling the Debtors in the preparation,
presentation and confirmation of its disclosure statements and
plans of reorganization;
e. representing the Debtors as may be necessary to protect
their interests; and
f. performing all other legal services that may be necessary
and appropriate in the general administration of the Debtors'
estate.
The firm will be paid at these rates:
Attorneys $400 to $550 per hour
Paralegals $175 to $200 per hour
The firm received a retainer in the amount of $60,428.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
R. Alex Payne, Esq., a partner at Dunham Hildebrand, 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:
Henry E. "Ned" Hildebrand IV, Esq.
R. Alex Payne, Esq.
Gray Waldron, Esq.
DUNHAM HILDEBRAND, PLLC
2416 21st Avenue South, Suite 303
Nashville, TN 37212
Tel: (629) 777-6539
Email: alex@dhnashville.com
gray@dhnashville.com
ned@dhnashville.com
About J & S Concepts LLC
J & S Concepts, LLC and its affiliates filed petitions under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn.
Lead Case No. 24-00066) on Jan. 9, 2024. The affiliates are Party
Fowl Cool Springs LLC, Party Fowl Murfreesboro LLC, Party Fowl
Destin LLC, Party Fowl Donelson LLC, and Party Fowl Hamilton Place,
LLC.
At the time of the filing, J & S Concepts reported as much as
$50,000 in assets and $1 million to $10 million in liabilities.
Denis Graham "Gray" Waldron, Esq., at Dunham Hildebrand, PLLC
represents the Debtors as legal counsel.
JSCO ENTERRISES: Seeks to Hire L.W. Cooper Jr. as Special Counsel
-----------------------------------------------------------------
JSCo Enterprises, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ the Law Offices
of L.W. Cooper Jr. as special counsel.
The Debtor needs a special counsel to provide legal services in
connection with the lawsuit styled BDO USA, LLP v. JSCo
Enterprises, Inc. (f/k/a EverGlade Global, Inc.), et al.; Case No.
2020-CA-2600-B, pending in the Superior Court of the District of
Columbia.
The hourly rates of the firm's counsel and staff are as follows:
Lindsey W. Cooper, Jr. $415
M. Linsay Boyce $300
Associate Attorneys $250
Other Staff $150
In addition, the firm will seek reimbursement for expenses
incurred.
As of the petition date, the firm was owed $17,537.50 by the
Debtor.
Lindsey Cooper, Jr., founding partner, disclosed in a court filing
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lindsey W. Cooper, Jr., Esq.
Law Offices of L.W. Cooper Jr.
36 Broad Street
Charleston, SC 29401
Telephone: (843) 375-6622
Facsimile: (845) 375-6623
About JSCo Enterprises
JSCo Enterprises, Inc. filed its voluntary Chapter 11 petition
(Bankr. E.D. Texas Case No. 23-42151) on Nov. 9, 2023, with $1
million to $10 million in both assets and liabilities. Eric
Jia-Sobota, president, signed the petition.
Judge Brenda T. Rhoades oversees the case.
The Debtor tapped Howard Marc Spector, Esq., at Spector & Cox, PLLC
as bankruptcy counsel and the Law Offices of L.W. Cooper Jr. as
special counsel.
KNOTTY NUFF: Hires Pagter and Perry Isaacson as Counsel
-------------------------------------------------------
Knotty Nuff Wood, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Pagter and
Perry Isaacson as counsel.
The firm will provide these services:
a. advise the Debtor regarding the requirements of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Bankruptcy Rules, and the requirements of the U.S. Trustee
pertaining to the administration of the Debtor's estate;
b. advise and represent the Debtor concerning the rights and
remedies of the Estate, including any proposed sale of its assets;
c. prepare applications, answers, orders, memoranda, reports,
and papers in connection with the administration of the Estate;
d. protect and preserve the Estate by prosecuting and defending
actions commenced by or against the Debtor;
e. analyze, and prepare necessary objections to proofs of claim
filed against the Estate;
f. conduct examinations of witnesses, claimants, or adverse
parties;
g. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court;
h. advise and represent the Debtor in the negotiation,
formulation, and drafting of any plan of reorganization and
disclosure statement;
i. advise and represent the Debtor in connection with the
investigation of potential causes of action against persons or
entities, including avoidance actions, and the litigation thereof,
if warranted; and
j. render such other advice and services as the Debtor may
require in connection with the case.
The firm will be paid at these rates:
R. Gibson Pagter, Jr. $650 per hour
Misty Perry Isaacson $500 per hour
Paralegals $60 to $100 per hour
The firm received a retainer of $36,738, including the $1,738
filing fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Misty Perry Isaacson, Esq., a partner at Pagter and Perry Isaacson,
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:
Misty Perry Isaacson, Esq.
PAGTER AND PERRY ISAACSON
1851 E. First ST., Suite 700
Santa Ana, CA 92705
Tel: (714) 541-6072
Fax: (714) 541-6897
Email: misty@ppilawyers.com
About Knotty Nuff Wood, Inc.
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.
LA MOUNT GROUP: Court OKs Cash Collateral Access on Final Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, authorized La Mount Group, LLC to use cash
collateral on a final basis, in accordance with the budget.
The Debtor requires the use of cash collateral to pay employee
wages and other expenses necessary for the continued operation of
the Debtor's business and the management and preservation of the
Debtor's assets and properties.
Prior to the commencement of the Case, the Debtor's senior priority
lender was Newtek Small Business Finance, LLC. The Debtor's
obligations to the Lender were evidenced, in part by the
following:
(1) promissory note dated as of July 31, 2019 in the face amount of
$ 1.020 million together with all such other loan documents
executed in connection therewith or relating thereto, as amended.
The total indebtedness claimed to be owing to Lender, under the
Senior Secured Loan Documents, as of the Petition Date is
$672,760.
The Debtor is directed to make monthly adequate protection payments
to Lender in the amount of $ 1,500 per month beginning January 5,
2024 and by the 5th day of each proceeding month. Lender will apply
each of the Debtor's payments to its Senior Secured Indebtedness.
The Court finds that other lien holders are not entitled to
adequate protection payments for use of cash collateral as the
amount of the first lien against the Debtor's assets exceeds the
value of the cash collateral and all other assets.
As adequate protection, the Lender is granted a valid, binding,
enforceable and perfected first priority lien and security
interests, superior to the liens, security interests or other
interests or rights of all other creditors of the Debtor's estate
on the assets of the Debtor, in and upon (i) all of the PrePetition
Collateral and all proceeds thereof, and (ii) all of the Debtor's
assets acquired by the Debtor on or after the Petition Date.
As adequate protection for any post-petition diminution in value of
the Lender's interests in the Pre-Petition Cash Collateral, the
Lender is granted a post-petition claim against the Debtor's
estate. In order to secure the Adequate Protection Claim, the
Lender is granted a lien and security interest in and upon (a) the
Pre-Petition Collateral and all postpetition proceeds of the
Pre-Petition Collateral, and (b) the Post-Petition Collateral and
all proceeds thereof to the same extent, validity and priority as
its pre-petition security interest.
These events constitute an "Event of Default":
(i) the Debtor fails to timely make the Adequate Protection
Payments required by th Interim Order;
(ii) the Case is either dismissed or converted to a case under
Chapter 7 of the Bankruptcy Code;
(iii) the Debtor ceases operation of its business or takes any
material action for the purpose of effecting such cessation without
the prior written consent of the Lender;
(iv) Without the consent of Lender, the Debtor increases the
wages of any of its employees more than 10% above the current rate
paid such employees or increases the number of employees from that
which existed on the Petition Date by 1 full time or 2 part time;
(v) Without the consent of Lender, the Debtor incurs any
obligation or purchases any materials, inventory, supplies, or
equipment outside the ordinary course of business;
(vi) The Debtor fails to pay and discharge timely any and all tax
obligations incurred by the Debtor after the Petition Date or fails
to timely pay any other expenses incurred by the Debtor after the
Petition Date; and
(vii) The Debtor fails to maintain insurance on its property (both
real and personal) as required by the Security Agreement and/or
other credit documents entered into between the Debtor and Lender.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=tyXHak from PacerMonitor.com.
The Debtor projects $157,200 in gross profit and $153,150 in total
operating expenses.
About La Mount Group, LLC
La Mount Group, LLC is a franchisee of Culver's American
restaurant. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-12409) on
December 11, 2023. In the petition signed by Joshua Hankins ,
member, the Debtor disclosed $163,242 in assets and $1,675,066 in
liabilities.
Judge Beth A. Buchanan oversees the case.
Eric W. Goering, Esq., at Goering & Goering, represents the Debtor
as legal counsel.
LAEEQ MOB: Court OKs Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized LAEEQ MOB, LP to use cash collateral,
on an interim basis, in accordance with the budget.
The court said the Debtor may voluntarily return cash collateral to
the secured lender TexasBank at any time without further Court
order.
The Debtor is directed to not later than 5 p.m. on February 5,
2024:
1. File complete and accurate schedules in the case.
2. File the monthly operating report for January 2024.
3. Open its debtor-in-possession bank account or reach an agreement
regarding its depository with the U.S. Trustee. All funds of the
Debtor will flow into and out of this account.
An interim hearing on the matter is set for February 9, 2024 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=M2dp6J
from PacerMonitor.com.
About Laeeq MOB, LP
Laeeq MOB, LP is the fee simple owner of a real property located at
509 W. Tidwell Road, Houston, Texas 77091 valued at $9 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30005) on January 1,
2024. In the petition signed by Syed G. Mohiuddin, manager, the
Debtor disclosed $9 million in assets and $6 million in
liabilities.
Judge Jeffrey Norman oversees the case.
Samuel L. Milledge, Esq., at THE MILLEDGE LAW FIRM, PLLC,
represents the Debtor as legal counsel.
LION STAR: Committee Hires FTI Consulting as Financial Advisors
---------------------------------------------------------------
The official committee of unsecured creditors Lion Star Nacogdoches
Hospital, LLC, doing business as Nacogdoches Memorial Hospital,
seeks approval from the U.S. Bankruptcy Court for the Northern
District of Texas to employ FTI Consulting, Inc. as financial
advisors.
The firm's services include:
-- assistance in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
-- assistance in the preparation of analyses required to assess
any proposed Debtor-In-Possession ("DIP") financing or use of cash
collateral;
-- assistance with the assessment and monitoring of the Debtor's
short term cash flow, liquidity, and operating results;
-- assistance with the review of the Debtor's proposed employee
compensation and benefits programs;
-- assistance with the review of the Debtor's potential
disposition or liquidation of both core and non-core assets;
-- assistance with the review of the Debtor's cost/benefit
analysis with respect to the affirmation or rejection of various
executory contracts and leases;
-- assistance with the review of the Debtor's identification of
potential cost savings, including overhead and operating expense
reductions and efficiency improvements;
-- assistance in the review and monitoring of the asset sale
process, including, but not limited to an assessment of the
adequacy of the marketing process, completeness of any buyer lists,
review and quantifications of any bids;
-- assistance with review of any tax issues associated with, but
not limited to, claims/stock trading, preservation of net operating
losses, refunds due to the Debtor, plans of reorganization, and
asset sales;
-- assistance in the review of the claims reconciliation and
estimation process;
-- assistance in the review of other financial information
prepared by the Debtor, including, but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which Court approval
is sought;
-- attendance at meetings and assistance in discussions with the
Debtor, potential investors, banks, other secured lenders, the
Committee and any other official committees organized in these
chapter 11 proceedings, the U.S. Trustee, other parties in interest
and professionals hired by the same, as requested;
-- assistance in the review and/or preparation of information
and analysis necessary for the confirmation of a plan and related
disclosure statement in these chapter 11 proceedings;
-- assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;
-- assistance in the prosecution of Committee
responses/objections to the Debtor's motions, including attendance
at depositions and provision of expert reports/testimony on case
issues as required by the Committee; and
-- provision of such other general business consulting or such
other assistance as the Committee or its counsel may deem necessary
that are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding.
The firm will be paid at these rates:
Senior Managing Directors $1,095 to $1,495 per hour
Directors/Senior Directors/
Managing Directors $825 to $1,110 per hour
Consultants/Senior Consultants $450 to $790 per hour
Administrative/Paraprofessionals $185 to $370 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Clifford Zucker, a partner at FTI Consulting, 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:
Clifford A. Zucker
FTI Consulting, Inc.
1166 Avenue of the Americas, 15th Floor
New York, NY 10036
Tel: (212) 247-1010
Email: cliff.zucker@fticonsulting.com
About Lion Star Nacogdoches Hospital, LLC
Lion Star Nacogdoches Hospital, LLC is a provider of healthcare
services based in Nacogdoches, Texas.
The Debtor filed Chapter 11 petition (Bankr. N.D. Texas Case No.
23-43535) on Nov. 17, 2023, with $10 million to $50 million in both
assets and liabilities. Sean Fowler, chief executive officer,
signed the petition.
Judge Mark X. Mullin oversees the case.
The Debtor tapped Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
as legal counsel and Curtis W. Fenley, III, Esq., at Fenley & Bate,
LLP as special counsel.
LION STAR: Committee Seeks to Hire Norton Rose as Counsel
---------------------------------------------------------
The official committee of unsecured creditors Lion Star Nacogdoches
Hospital, LLC, doing business as Nacogdoches Memorial Hospital,
seeks approval from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Norton Rose Fulbright US LLP as
counsel.
The firm will provide these services:
a. provide legal advice and services regarding the Bankruptcy
Code, local rules, practices, and procedures, including Fifth
Circuit law;
b. advise the Committee with respect to its rights, duties and
powers in the Debtor's Chapter 11 Case;
c. assist and advise the Committee in its consultations and
negotiations with the Debtor relative to the administration of the
Debtor's Chapter 11 Case;
d. assist the Committee in analyzing the claims of the Debtor's
creditors and the Debtor's capital structure and in negotiating
with holders of claims and equity interests;
e. assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtor
and their insiders and of the operation of the Debtor's business;
f. assist the Committee in its analysis of, and negotiations
with, the Debtor or any third party concerning matters related to,
among other things, the assumption or rejection of certain leases
of non-residential real property and executory contracts, asset
dispositions, financing of other transactions and the terms of one
or more plans of reorganization for the Debtor and accompanying
disclosure statements and related plan documents;
g. assist and advise the Committee as to its communications to
the general creditor body regarding significant matters in the
Debtor's Chapter 11 Case;
h. represent the Committee at all hearings and other proceedings
before this Court;
i. review and analyze applications, orders, statements of
operations and schedules filed with the Court and advise the
Committee as to their propriety and, to the extent deemed
appropriate by the Committee, support, join or object thereto;
j. advise and assist the Committee with respect to any
legislative, regulatory or governmental activities;
k. assist the Committee in preparing pleadings and applications
as may be necessary in furtherance of the Committee's interests and
objectives;
l. assist the Committee in its review and analysis of all of the
Debtor's various agreements;
m. prepare, on behalf of the Committee, any pleadings,
including, without limitation, motions, memoranda, complaints,
adversary complaints, objections or comments in connection with any
matter related to the Debtor or the Debtor's Chapter 11 Case;
n. investigate and analyze any claims and causes of action that
are property of the Debtor's estate; and
o. perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules or other applicable law.
The firm will be paid at these rates:
Partners $715 to $1,700 per hour
Senior Counsel $585 to $1,350 per hour
Senior Associates $550 to $1,050 per hour
Associates $485 to $995 per hour
Paraprofessionals $165 to $510 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
a. The firm did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
b. No rate for any of the professionals included in this
engagement varies based on the geographic location of the
bankruptcy case;
c. The firm did not represent any member of the Committee prior
to its retention by the Committee; and
d. The Committee has approved the firm's proposed hourly billing
rates.
Ryan Manns, Esq., a partner at Norton Rose Fulbright US LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Ryan Manns, Esq.
Kristian W. Gluck, Esq.
Jason I. Blanchard, Esq.
Michael C. Berthiaume, Esq.
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201-7932
Tel: (214) 855-8000
Fax: (214) 855-8200
Email: ryan.manns@nortonrosefulbright.com
kristian.gluck@nortonrosefulbright.com
jason.blanchard@nortonrosefulbright.com
michael.berthiaume@nortonrosefulbright.com
About Lion Star Nacogdoches Hospital, LLC
Lion Star Nacogdoches Hospital, LLC is a provider of healthcare
services based in Nacogdoches, Texas.
The Debtor filed Chapter 11 petition (Bankr. N.D. Texas Case No.
23-43535) on Nov. 17, 2023, with $10 million to $50 million in both
assets and liabilities. Sean Fowler, chief executive officer,
signed the petition.
Judge Mark X. Mullin oversees the case.
The Debtor tapped Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
as legal counsel and Curtis W. Fenley, III, Esq., at Fenley & Bate,
LLP as special counsel.
LIVINGSTON TOWNSHIP: Selling Property to Insight Group for $2MM
---------------------------------------------------------------
Livingston Township Fund One, LLC asked the U.S. Bankruptcy Court
for the Southern District of Mississippi for approval to sell its
real property to Insight Group, LLC.
Insight Group offered $2 million for the property located at 106
Livingston Church Road, Flora, Miss.
The property is being sold "free and clear" of liens, Livingston
said in a motion filed in court.
Bank of Montgomery, which has a deed of trust on the property, will
be paid from the proceeds of the sale after payment of sale costs,
taxes and other charges.
The sale motion is on the court's calendar for Feb. 6.
About Livingston Township Fund One
Livingston Township Fund One, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
23-02573) on Nov. 6, 2023, with $1 million to $10 million in both
assets and liabilities. Craig Geno, Esq., at the Law Offices of
Craig M. Geno, PLLC serves as Subchapter V trustee.
Judge Jamie A. Wilson oversees the case.
The Debtor tapped The Rollins Law Firm, PLLC, Steven H. Smith, PLLC
and Eileen N. Shaffer, Esq., a practicing attorney in Jackson,
Miss., as legal counsels. Lisa Ellison of South Pasadena, Calif. is
the Debtor's accountant.
LJK WALLCOVERINGS: Hires Charles A. Higgs as Counsel
----------------------------------------------------
LJK Wallcoverings, Inc. d/b/a LJK Finishes, Inc. seeks approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ The Law Office of Charles A. Higgs as counsel.
The firm will provide these services:
(a) give advice to the Debtor with respect to its power and duty
as Debtor-in-Possession and the continued management of its
property and affairs;
(b) negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with the
creditors and other parties in interest;
(c) prepare the necessary pleadings, motions, and other papers
required for the Debtor who seeks protection from its creditors
under Chapter 11 of the Bankruptcy Code;
(d) appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the Court;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(f) draft the disclosure statement and Chapter 11 plan of
reorganization; and
(g) perform other legal services for the Debtor necessary for
the preservation of the Debtor's estate and to promote the best
interests of the Debtor and the Bankruptcy Estate.
The firm will be paid at these rates:
Charles A. Higgs, Esq. $450 per hour
Melissa Wotton, Esq. $450 per hour
Paraprofessionals $200 per hour
The firm will be paid an initial retainer in the amount of $8,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Charles Higgs, Esq., a partner at Law Office of Charles A. Higgs,
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:
Charles Higgs, Esq.
LAW OFFICE OF CHARLES A. HIGGS
2 Depot Plaza First Floor, Office 4
Bedford Hills, NY 10507
Tel: (917) 673-3768
Email: Charles@freshstartesq.com
About LJK Wallcoverings, Inc.
LJK Wallcoverings, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 23-22876) on November 27, 2023,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by THE LAW OFFICE OF CHARLES A. HIGGS.
LOMBARD FLATS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lombard Flats, LLC
953 Lombard Street
San Francisco, CA 94133
Business Description: Lombard Flats, LLC primarily engaged in
renting or leasing commercial-type and
industrial-type machinery and equipment.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-30047
Judge: Hon. Hannah L Blumenstiel
Debtor's Counsel: Reshma Kamath, Esq.
LAW OFFICES OF RESHMA KAMATH
700 El Camino Real, #120-1084
Menlo Park CA 94025-4847
Tel: 650-257-0719
Email: reshmakamath2021@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Martin Eng, manager of Lombard Flats,
LLC.
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/N2M4TYA/Lombard_Flats_LLC__canbke-24-30047__0001.0.pdf?mcid=tGE4TAMA
LONG ISLAND: Feb. 21 Disclosures & Confirmation Hearing Set
-----------------------------------------------------------
Judge Jil Mazer-Marino has entered an order that the Disclosure
Statement of Long Island City Developers Group, LLC, as amended,
dated Dec. 13, 2023, is conditionally approved.
That a hearing to consider final approval of the Disclosure
Statement and confirmation of the Plan will be held on Mar. 6, 2024
at 11:00 a.m. before the Honorable Jil Mazer-Marino, United States
Bankruptcy Judge, Eastern District of New York, 271- C Cadman Plaza
East, Courtroom 3529, Brooklyn, New York 11201.
That any responses or objections to final approval of the
Disclosure Statement or confirmation of the Plan will be filed and
served in order that they be received in hand by no later than 5:00
p.m. on Feb. 21, 2024.
That Counsel for the Debtor will file a reply to any objections,
memorandum of law and declarations in support of confirmation by
Feb. 28, 2024.
About Long Island City Developers Group
Long Island City Developers Group, LLC, is a New York-based company
primarily engaged in renting and leasing real estate properties. It
owns a 10,000-square-foot commercial building located at 38-24 32nd
St., Long Island City, N.Y.
Long Island City Developers Group filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 21-41272) on May 10, 2021, listing as much as $10 million
in both assets and liabilities. Joseph Torres, manager, signed the
petition.
Judge Jil Mazer-Marino oversees the case.
Morrison Tenenbaum, PLLC, serves as the Debtor's legal counsel.
M & T ELEVATIONS: Hires JPAR – Real Estate as Real Estate Broker
------------------------------------------------------------------
M & T Elevations LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ JPAR - Real Estate as
real estate broker.
The firm market and sell the Debtor's real property situated at
1105 E. Collin, Corsicana, Texas 75110.
The firm will be paid a commission of 6 percent of the sales
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:
Nikki N. Okpuzor
JPAR - Real Estate
5045 Lorimar Dr., Suite 180
Plano, TX 75093
Telephone: (800) 683-5651
About M & T Elevations LLC
M & T Elevations LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32858) on Dec. 4,
2023, with $500,001 to $1 million in both assets and liabilities.
Frances Smith, Esq., at Ross, Smith & Binford, PC, serves as
Subchapter V trustee.
Judge Stacey G. Jernigan oversees the case.
John Paul Stanford, Esq., at Quilling, Selander, Lownds, Winslett &
Moser, P.C. represents the Debtor as legal counsel.
MALLINCKRODT PLC: Silver Point, 2 Others Report 5.5% Equity Stake
-----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Silver Point Capital, L.P., Edward A. Mule and Robert
O'Shea reported beneficial ownership of 1,085,659 shares of common
stock of Mallinckrodt plc, which represents 5.5% based on a total
of 19,696,335 shares of common stock issued and outstanding as of
November 14, 2023, as reported in the Company's Current Report on
Form 8-K filed on November 15, 2023.
A full-text copy of the Report is available at
http://tinyurl.com/3466ss25
About Mallinckrodt plc
Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is
a global business consisting of multiple wholly-owned subsidiaries
that develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The Company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them. Mallinckrodt in mid-June 2022 successfully completed
its reorganization process, emerged from Chapter 11 and completed
the Irish Examinership proceedings.
Mallinckrodt Plc said in a regulatory filing in early June 2023
that it was considering a second bankruptcy filing and other
options after its lenders raised concerns over an upcoming $200
million payment related to opioid-related litigation.
Mallinckrodt plc and certain of its affiliates again sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28,
2023. Mallinckrodt disclosed $5,106,900,000 in assets and
$3,512,000,000 in liabilities as of June 30, 2023.
Judge John T. Dorsey oversees the new cases.
In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A. as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Ropes & Gray, LLP as litigation counsel;
Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as
investment banker; and AlixPartners, LLP, as restructuring
advisor.
In the new Chapter 11 cases, the Debtors tapped Latham & Watkins,
LLP and Richards, Layton & Finger, P.A., as their bankruptcy
counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate
and finance counsel; Guggenheim Securities, LLC as investment
banker; and AlixPartners, LLP, as restructuring advisor. Kroll is
the claims agent.
MEGA SUNSET: Unsecureds to be Paid in Full in Liquidating Plan
--------------------------------------------------------------
Mega Sunset, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California an Original Disclosure Statement
describing Chapter 11 Plan dated January 25, 2024.
The Debtor is a limited liability company organized and existing
under the laws of the State of California. The Debtor was formed
on December 10, 2013, to own and manage real property.
This is a liquidating plan. In other words, the Plan provides for
the sale of the estate's primary asset, that certain real property
located at 1539 Sunset Boulevard, Echo Park (Los Angeles),
California 90026 ("Sunset Portion") and the immediate and full
satisfaction of the estate's allowed claims.
The property, which is improved with a 9,680 square foot parking
lot, is part of a multi-family, mixed use development site that
includes the real property located at 1305 Laveta Terrace, Echo
Park (Los Angeles), California 90026 ("Laveta Portion"), which is
improved with a 9-unit bungalow-style multifamily complex
containing 4,279 square feet and a 1,385 square foot single family
house (the "Sunset Portion" and the "Laveta Portion" will
collectively be referred to as the "Sunset/Laveta Development
Site").
The Laveta Property Portion is owned by Reposition Laveta, LLC
("Reposition Laveta"). Mega Sunset's manager, Ted Hsu, is also the
manager of Reposition Laveta.
The effective date of the proposed Plan is 15 business days after
entry of a final order confirming the Plan and sale of the
Sunset/Laveta Development Site ("effective date").
The Plan proposes to satisfy Class 1 (Los Angeles Tax Collector) in
full; to pay Class 2 (MBM Acquisitions) in full; to [ay Class 3
(Ben Moshe) in full; to pay Class 4 (General Unsecured Creditors)
in full; and to enable Class 5 (Interest Holder) to retain its
interest.
Class 4 consists of General Unsecured Claims. The allowed claims of
the General Unsecured Creditors will be paid in full on the
effective date. The source of the payment will be the funds held in
the DIP account(s) and/or proceeds from the sale of the Sunset
Portion of the Sunset/Laveta Development Site. The allowed
unsecured claims total $1,013,158.27. This Class is unimpaired.
Debtor will retain all assets except for those lost or sold to fund
Plan.
The Plan will be funded by cash on hand; and proceeds from the sale
of the Sunset Portion of the Sunset/Laveta Development Site.
A full-text copy of the Original Disclosure Statement dated January
25, 2024 is available at https://urlcurt.com/u?l=XeoBPj from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Raymond H. Aver, Esq.
LAW OFFICES OF RAYMOND H. AVER
A PROFESSIONAL CORPORATION
10801 National Boulevard, Suite 100
Los Angeles, CA 90064
Telephone: (310) 571-3511
Email: ray@averlaw.com
About Mega Sunset
Mega Sunset, LLC, is the owner of the commercial real property
located at 1539 West Sunset Boulevard, Los Angeles, California
90069.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15583) on Aug. 29,
2023. In the petition signed by Ted Hsu, manager, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Neil W. Bason oversees the case.
Raymond H. Aver, Esq., at Law Offices of Raymond H. Aver, A
Professional Corporation, represents the Debtor as legal counsel.
MIKE JOHNSON: Unsecureds to be Paid in Full in Joint Plan
---------------------------------------------------------
Mike Johnson AZ Property Investments, LLC ("MJAZPI") and Mike
Johnson Enterprises ("MJE") filed with the U.S. Bankruptcy Court
for the District of Arizona a Disclosure Statement in support of
Joint Plan of Reorganization dated January 23, 2024.
The Debtors lease living space to low income and other individuals,
often with mental illness. The difference of holding single family
residential versus multi-family residential properties was the
original basis for the separation the companies, MJE and MJAZPI.
Both Debtors' business models are the same, offer the same services
to the same population and have no employees, but instead relied on
the same or similar vendors in the performance of their operations.
Debtors' sole owner often caused the Debtor with the most favorable
financial position at that time to purchase a particular property,
which was usually MJE. As a result, both Debtors own and maintain
multi-family residential properties.
Debtors have utilized the post-petition breathing spell to repair
many of the Properties to a habitable and rentable status and have
engaged in negotiations with numerous parties for the leasing of
some or all of Debtors' properties. The Debtors have a joint
opportunity that will provide upfront funds to rehab the
Properties, allow the placement of tenants and therefore jumpstart
sustainable revenues. This opportunity does not require DIP
lending.
The Debtors have negotiated a joint opportunity in partnership with
Prism Community Care LLC (the "Prism Partnership"). In addition, to
the Prism Partnership, the Debtors have negotiated a joint
opportunity in partnership with Buckhorn (the "Buckhorn
Partnership"). Ultimately these two partnerships when fully
utilized, will result in monthly gross income to the Debtors of
approximately $82,900.00.
In addition to the partnerships, Debtors will continue to lease the
remaining properties at market rental rates. It is estimated that
Debtors will generate $40,104.57 in monthly gross income from these
rentals. After paying operating expenses, Debtors anticipate
generating approximately $7,180.44 in monthly net operating income
from the rentals, before any payments contemplated under the Plan.
In total, Debtors will generate $123,004.57 in monthly gross income
and $12,150.17 in profit which will be utilized to make Plan
payments to Classes 1, 2, and 4.
The Debtors intended to sell 1812 North 35th Avenue Phoenix, AZ
85009. Debtors believe the property has a market value in excess of
the secured claim of approximately $725,000. As of the date of this
Disclosure Statement, Debtors are negotiating a term sheet for the
sale of the property and will seek court approval as well as higher
and better offers for the sale of the Property.
Finally, the Debtors continue to pursue a partnership with the City
of Phoenix similar to what it pursued with the State of Arizona.
This partnership will result in rental income similar to the
State's program which exceeds the current expected revenue.
Class 4 consists of Allowed Unsecured Claims. The Class 4 general
Unsecured Claims shall be paid on a Pro Rata basis from funds paid
by the Debtors to the Distribution Agent and placed in the Allowed
Claims Distribution Fund. Unsecured Claims shall not accrue
interest. Debtors shall be obligated to continue payments of Excess
Income into the Fund until all Class 4 claims have been paid in
full. The Distribution Agent shall disburse funds to this Class
quarterly and in the same fashion as to Classes 1, 2, and 3 and
only after Classes 1 and 2 are paid in full. Debtor expects that
Class 4 shall be paid in full on or before the fifth anniversary of
the Effective Date. Class 4 is impaired and is entitled to vote on
the Plan.
The Plan proposes a 100% payment to Debtors' creditors. Debtors’
equity interests will not receive any Distributions under the Plan
but shall remain unchanged and owned by Michael Johnson.
The Debtors shall cause all income generated from operations to be
deposited into an account in which Distribution Agent has access.
Debtors shall pay their costs of operations and payments required
under Class 3 as set forth in this Plan from the account. The
Debtors shall cause Excess Income to be turned over to the
Distribution Agent who shall fund the Allowed Claims Distribution
Fund. In turn, the Distribution Agent will pay the Holders of
Allowed Claims as further set forth in this Plan.
A full-text copy of the Disclosure Statement dated January 23, 2024
is available at https://urlcurt.com/u?l=pjkMGd from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Anthony W. Austin, Esq.
Heather Macre, Esq.
Jason Thomas, Esq.
Fennemore Craig, P.C.
2394 E. Camelback Rd., Suite 600
Phoenix, AZ 85016
Tel: (602) 916-5000
Email: aaustin@fennemorelaw.com
hmacre@fennemorelaw.com
jthomas@fennemorelaw.com
About Mike Johnson AZ
Mike Johnson AZ Property Investment, LLC, and Mike Johnson
Enterprises, LLC, lease living space to low income and other
individuals, often with mental illness.
The Debtors filed their petitions under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 23-02598 and
23-03234) on April 24, 2023 and May 16, 2023, respectively. The
cases are jointly administered in Case No. 23-02598. James E. Cross
of Cross Law Firm, P.L.C. has been appointed as Subchapter V
trustee.
Judge Paul Sala oversees the cases.
The Debtors tapped Anthony W. Austin, Esq., at Fennemore Craig,
P.C. as legal counsel and West to East Business Solutions, LLC as
accountant. Edward Burr of Mac Restructuring Advisors, LLC is their
chief restructuring officer (CRO).
MMA TRANSMEDIC: Hires Almeida & Davila P.S.C. as Counsel
--------------------------------------------------------
MMA Transmedic Ambulance Services, Corp. seeks approval from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Almeida & Davila, P.S.C. to serve as its bankruptcy counsel.
The firm received a retainer in the amount of $7,000, against which
the firm will bill $275 per hour for the services of Enrique
Almeida Bernal, Esq., or by Zelma Davila Carrasquillo, Esq.; $175
per hour for associate attorneys' services; and $85 per hour for
paralegal services.
The firm will receive reimbursement for work-related expenses.
As disclosed in court filings, Almeida & Davila is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Enrique M. Almeida, Esq.
Zelma B. Davila, Esq.
ALMEIDA & DAVILA, P.S.C.
268 Ponce de Leon Avenue Suite 900
San Juan, PR 00918
P.O. Box 191757
San Juan, PR 00919-1757
Tel: (787) 722-2500
Fax: (787) 777-1376
Email: enrique.almeida@almeidadavila.com
zelma.davila@almeidadavila.com
About MMA Transmedic Ambulance Services, Corp.
MMA Transmedic Ambulance Services, Corp, filed a Chapter 11
bankruptcy petition (Bankr. D.P.R. Case No. 23-04373) on December
27, 2023, disclosing under $1 million in both assets and
liabilities.
The Debtor is represented by ALMEDIA & DAVILA, PSC.
MOORE ROOFING: Taps Re/Max EK Real Estate as Realtor
----------------------------------------------------
Moore Roofing, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to employ Re/Max EK Real Estate as its
realtor.
The Debtor needs a realtor to assist in the sale of its three real
estate parcels located at 812 E. 6th St, 1407 Walnut, and 516
Chestnut in Emporia, Kansas.
Lacie Hamlin, a realtor at Re/Max EK Real Estate, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lacie Hamlin
Re/Max EK Real Estate
1201 W. 6th Ave.
Emporia, KS 66801
Telephone: (620) 342-3366
Email: emporia.remaxekrealestate.com
About Moore Roofing
Moore Roofing, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D. Kan. Case No. 23-21139) on Sept. 27, 2023, with as much as $1
million in both assets and liabilities.
Judge Dale L. Somers oversees the case.
Ryan A. Blay, Esq., at WM Law, PC serves as the Debtor's bankruptcy
counsel.
MUZIK INC: Seeks to Hire Braun International as Valuation Expert
----------------------------------------------------------------
Muzik Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Braun International as
valuation expert.
The firm's services include:
(a) analyses and consulting services relating to the value of
the Debtor's intellectual property (IP); and
(b) to the extent necessary and if requested by the Debtor,
evidence (in the form of declarations, oral testimony, or
otherwise) in connection with the Debtor's plan confirmation
proceedings, bankruptcy litigation, and/or disputes over the
valuation of the IP.
With respect to the valuation services, Braun will charge a fixed
fee of $8,500. The Debtor will be charged at the applicable hourly
rate set forth in the agreement for other services.
Todd Wohl, a partner at Braun International, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Todd Wohl
Braun International
438 Pacific Coast Hwy.
Hermosa Beach, CA 90254
Telephone: (866) 568-6638
About Muzik Inc.
Muzik Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-16304) on Sept. 27,
2023. In the petition signed by its chief executive officer, Jason
Hardi, the Debtor disclosed up to $10 million in estimated assets
and liabilities.
Judge Vincent P. Zurzolo oversees the case.
The Debtor tapped Eve H. Karasik, Esq., at Levene, Neale, Bender,
Yoo & Golubchik LLP as counsel and Erceg Partners, LLC as financial
advisor.
MWT ND: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: MWT ND, LP
d/b/a Monarch Waste Technology
8235 Douglas Ave., Suite 720
Dallas TX 75225
Business Description: The Debtor offers waste treatment and
disposal services.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-30234
Debtor's Counsel: Frances A. Smith, Esq.
ROSS, SMITH & BINDFORD, PC
700 N. Pearl St.
Suite 1610
Dallas TX 75201
Tel: (214) 377-7879
Email: frances.smith@rsbfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Cardenas as manager.
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/ZTWNR5A/MWT_ND_LP__txnbke-24-30234__0001.0.pdf?mcid=tGE4TAMA
MXP OPERATING: Continued Operations to Fund Plan Payments
---------------------------------------------------------
MXP Operating, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Texas a Disclosure Statement describing Chapter
11 Plan dated January 25, 2024.
The primary purpose of business of the Debtor is to serve as the
operator for oil and gas assets located in Seminole, Oklahoma and
is responsible for the overall management and execution of drilling
projects and the production of hydrocarbons.
Prior to filing for Chapter 11 protection, the debtor was involved
in a lawsuit with Alpha Seven Energy, a DBA of Seven Energy
Investments, LLC ("ASE"), a Texas-based limited liability company
formed to raise money for and promote various oil and gas
investment ventures.
On or about August 11, MXP filed for Chapter 11 protection under
the Bankruptcy Code in order to stave off unpaid vendors and
litigation matters impending MXP's ability to operate their
leasehold wells.
The Debtor's current business operations consist of the income
derived from serving as operator on wells. The Debtor also may have
various causes of action including a claim against HKMF for lose of
a valuable farm out agreement and claims of unpaid invoices due the
Debtor.
The Debtor will continue in business. The Debtor's Plan will break
the existing claims into 6 categories of Claimants. These claimants
will receive cash payments over a period of time beginning on the
effective date.
Class 5 consists of Allowed Unsecured Claims. All Allowed claims of
unsecured creditors will be paid in on a pro rata basis for the Net
Operating Income on a monthly basis after payments to the Class 1
through 4 creditors have been completed. The Debtor shall make
payments on a monthly basis until all Allowed Unsecured claims have
been paid in full either from the Next Operating Income, the
Liquidation Trust, or a combination of the two. The unsecured
creditors payments will continue so long as the wells continue to
produce in viable quantities and/or the Litigation Trust continues
to produce recoveries. The Class 5 Claimants are impaired under
this Plan.
The allowed unsecured claims total $8,600,000.
The current working interest holders shall retain their existing
interests.
Debtor anticipates the use of the cash on hand and the continued
operations of the business to fund the Plan. In addition to the
funds generates from operations, the Debtor will establish a
Litigation Trust which will have the authority to pursue litigation
matters for the benefit of all creditors.
A full-text copy of the Disclosure Statement dated January 25, 2024
is available at https://urlcurt.com/u?l=TdIu3L from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Eric A. Liepins, Esq.
Eric A. Liepins, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About MXP Operating
MXP Operating, LLC, operates a company providing operating services
for Oil and Gas wells in Texas and Oklahoma.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41446) on Aug.
11, 2023. The petition was signed by Rachel T. Patman, Esq. as
managing member. At the time of filing, the Debtor estimated
$2,732,000 in assets and $8,603,928 in liabilities.
Judge Brenda T. Rhoades oversees the case.
Eric A. Liepins, Esq., at Eric A. Liepins, P.C., is the Debtor's
counsel.
NEW HAVEN TRUCK: Court OKs Cash Collateral Access Thru Feb 29
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, New
Haven Division, authorized New Haven Truck and Auto Body, Inc. to
use cash collateral on an interim basis in accordance with the
budget, with a 20% variance, through February 29, 2024.
Citizens Bank, National Association asserts an interest in the
Debtor's cash collateral.
As adequate protection against any post-petition diminution of the
Lender's cash collateral under 11 U.S.C. Sections 361 and 363, the
Lender is granted replacement or substitute liens in all
post-petition assets of the Debtor and proceeds thereof, and the
replacement liens will have the same validity, extent, and priority
that the Lender possessed as to said liens on the Petition Date.
The Lender's liens and any replacement thereof pursuant to the
order, will be subject and subordinate to a carve-out of such liens
for amounts payable by the Debtor for (i) fees of the United States
Trustee under 28 U.S.C. Section 1930(a)(6); (ii) wages and benefits
due the Debtor's employees and (iii) court approved fees of the
Debtor's professionals.
The Debtor and the Lender have agreed to an adequate protection
payment of $3,000 per month to be made by the 26th day of each
month commencing with February 26.
A final hearing on the matter is set for February 28, 2024 at 10:30
a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=3Ty8ql from PacerMonitor.com.
The Debtor projects $41,000 in gross profit and $40,620 in total
expenses.
About New Haven Truck and Auto Body, Inc.
New Haven Truck and Auto Body, Inc. is a complete vehicle collision
and body repair shop located in East Haven, Connecticut.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 23-30298) on April 28,
023. In the petition signed by William S. Snow, Jr., president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Ann M. Nevins oversees the case.
Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC,
represents the Debtor as legal counsel.
NEW TROJAN: Moody's Lowers CFR to Ca Following Chap. 11 Filing
--------------------------------------------------------------
Moody's Investors Service downgraded New Trojan Parent, Inc.'s (dba
"Careismatic") probability of default rating to D-PD from Caa3-PD,
corporate family rating to Ca from Caa3, backed senior secured bank
credit facilities which includes its backed senior secured
revolving credit facility and backed senior secured first lien term
loan to Ca from Caa3. At the same time, Moody's affirmed the backed
senior secured second lien term loan rating of C. The outlook was
changed to stable from negative.
These actions reflect governance considerations associated with the
company's announcement [1] that it filed for protection under
Chapter 11 of the US Bankruptcy Code. The filing follows sustained
deterioration in Careismatic's operating performance and cash flow.
Careismatic's sales have continued to be negatively impacted by
intense competition, changes in customer buying patterns and a
softening of demand for medical scrubs from its pandemic driven
peak. These have led to an unsustainable weakening of leverage,
coverage and liquidity metrics necessitating a rationalization of
the company's capital structure. The downgrade of the corporate
family rating and backed senior secured first lien rating reflect
the lower overall recovery.
RATINGS RATIONALE
On January 22, 2024, Careismatic commenced voluntary Chapter 11
proceedings in the U.S. Bankruptcy Court for the District of New
Jersey. The company has received commitments of up to $125 million
of debtor-in-possession (DIP) financing from its pre-petition first
lien lenders. Careismatic also entered into a Restructuring Support
Agreement ("RSA") with an ad hoc group representing approximately
76% of its first lien lenders and 70% of its second lien lenders.
The RSA contemplates a full equitization of the company's first
lien debt and a provision of warrants for second lien debt. The
Company's international entities are not a part of this filing.
Subsequent to the actions, Moody's will withdraw all of its ratings
for Careismatic given the company's bankruptcy filing.
New Trojan Parent, Inc. is the parent company of Careismatic
Brands, LLC., which designs and distributes medical and school
uniform apparel and related products globally. Careismatic operates
various trademarks including Cherokee and Dickies. The company is
owned by the private equity firm Partners Group.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
NEWSOME TRUCKING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Newsome Trucking, Inc.
2262 Highway 53 W
Jasper, GA 30143
Business Description: Newsome Trucking, Inc. is a privately held
trucking company serving Cherokee County, GA
and Cobb County, GA and the nearby areas.
The Company offers local and long haul
trucking services with a guarantee of
on-time delivery. It offers a wide array of
different trucking services including cargo
services, hauling services, grading services
and more.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 24-20109
Judge: Hon. James R. Sacca
Debtor's Counsel: Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
6075 Barfield Road
Suite 213
Sandy Springs, GA 30328-4402
Tel: (770) 984-2255
Email: paul.marr@marrlegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kevin R. Newsome as 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/6VFOVBQ/Newsome_Trucking_Inc__ganbke-24-20109__0001.0.pdf?mcid=tGE4TAMA
NOVAN INC: Unsecureds Owed $9M to $27M to Recover 1%-20% in Plan
----------------------------------------------------------------
NVN Liquidation, Inc., et al., f/k/a Novan, Inc., submitted an
Amended Combined Disclosure Statement and Chapter 11 Plan of
Liquidation.
NVN Liquidation, Inc. (f/k/a Novan, Inc.) and EPI Health, LLC, the
debtors and debtors in possession in these chapter 11 cases propose
the following combined Disclosure Statement and Plan for the
liquidation of the Debtors' remaining assets and distribution of
the proceeds of the Estates' assets to the Holders of Allowed
Claims against the Debtors as set forth herein. Each Debtor is a
proponent of the Plan within the meaning of section 1129 of the
Bankruptcy Code.
The Debtors filed the chapter 11 cases in order to pursue a sale of
all or substantially all of their assets with the goal of
maximizing the recovery for their estates and creditors. Prior to
the Petition Date, the Debtors and LNHC, Inc., an affiliate of
Ligand
Pharmaceuticals Inc., negotiated the $15 million DIP Financing
Facility (with $3 million as part of the Bridge Loan to fund the
Debtors into bankruptcy with an additional $12 million to fund the
Chapter 11 Cases postpetition) as well as a "stalking horse" asset
purchase agreement, whereby Ligand agreed to credit bid the DIP
Financing Facility in exchange for substantially all of the
Debtors' assets. Using Ligand's bid (the "Stalking Horse Bid") as a
floor, the Debtors and Raymond James marketed the Debtors' assets,
seeking to solicit and secure the highest and best offers to
maximize recoveries for the stakeholders of the Estates.
Pursuant to the Bidding Procedures Order, and in addition to
Ligand's Stalking Horse Bid, Mayne Pharma LLC submitted a bid for a
portion of the Debtors' Commercial Assets -- Rhofade -- and the
Debtors determined that such bid was a Qualified Bid as set forth
in the Bidding Procedures Order. No other bids were received and
Ligand declined to overbid Mayne for the Commercial Assets related
to Rhofade. Thus, the result of the sale process was (a) Ligand
purchasing the entirety of the R&D Assets as well as the Commercial
Assets related to Sitavig for a purchase price of $12,150,000 (USD)
plus the payment of any contractual cure amounts related to Sitavig
and (b) Mayne purchasing the Commercial Assets related to Rhofade
for a purchase price of $8,000,000 plus the plus the payment of any
contractual cure amounts related to Rhofade. The Commercial Assets
related to Minolira and Cloderm have not yet been sold.
On September 12, 2023, the Bankruptcy Court entered the Ligand Sale
Order and the Mayne Sale Order. By September 27, 2023, both sales
approved by the Sale Orders had closed. In connection with the
closing of the Sales, the DIP Financing Facility was paid in full.
Under the Allocation Settlement provided for in Section 9.2 of this
Plan, proceeds from the sale of the R&D Assets will be allocated to
the NVN Recovery and proceeds from the sale of the Commercial
Assets will be allocated to the EPI Recovery, after paying the DIP
Financing Facility in full and certain other expenses related to
the Sales.
After the closing of the sale of the Commercial Assets related to
Rhofade to Mayne, a creditor of the Debtor, Aclaris Therapeutics,
Inc. ("Aclaris"), filed a notice of appeal of the Mayne Sale Order
to the United States District Court for the District of Delaware,
alleging that the Bankruptcy Court erred in entering the Mayne Sale
Order permitting the sale free and clear of certain of Aclaris's
alleged rights in Rhofade (the "Aclaris Appeal"). The Debtors
believe that this appeal is without merit and is, among other
things, entirely foreclosed by operation of section 363(m) of the
Bankruptcy Code.
Following the sale of substantially all of the Debtors' assets to
the Purchasers, the Debtors are focused principally on winding down
their business and preserving Cash held in the Estates. The
Debtors' Retained Assets currently consist of proceeds of the Sales
after the payment of the DIP Financing Facility and various
administrative expenses, the Bay View Settlement Amount, certain
accounts receivable (including the EPI AR Causes of Action to the
extent any accounts receivable remain outstanding as of the
Effective Date), all other Retained Causes of Action, and all
assets related to Minolira and Cloderm, if not sold or abandoned by
the Debtors prior to the Effective Date (and, if sold, the proceeds
of such sale(s) would also be Retained Assets). This Plan provides
for the Debtors' Retained Assets to be distributed to Holders of
Allowed Claims in accordance with the terms of the Plan.
Below are the Unsecured claims and will be treated as follows:
Class 3: NVN Unsecured Claims total $9,000,000-$12, 000,000 and
will recover 1%-2% of their claims. If Class 3 accepts this Plan
(i.e., 66 2/3% in claim amount and majority in number), each Holder
of an Allowed NVN Unsecured Claim will receive either: (A) its Pro
Rata share of the NVN Recovery; or (B) such other treatment which
the Debtors (with the consent of the Committee) or the Liquidating
Trustee, as applicable, and the Holder of such Allowed NVN
Unsecured Claim have agreed upon in writing. If Class 3 does not
vote to accept the Plan, Class 3 will receive no Distribution on
account of their Class 3 Claims. Class 3 is impaired.
Class 4: EPI Unsecured Claims total $24,000,000-$27,000,000 and
will recover 15%-20% of their claims. Each Holder of an Allowed EPI
Unsecured Claim will receive either: (A) its Pro Rata share of the
EPI Recovery; or (B) such other treatment which the Debtors (with
the consent of the Committee) or the Liquidating Trustee, as
applicable, and the Holder of such Allowed EPI Unsecured Claim have
agreed upon in writing. Class 4 is impaired.
On the Effective Date, the Debtors shall make any Distributions for
Administrative Claims, Tax Claims, Other Secured Claims or Other
Priority Claims that are Allowed on or prior to the Effective
Date.
On the Effective Date, the Debtors shall be dissolved, in
accordance with applicable state law, without the necessity for any
other or further actions to be taken by or on behalf of the Debtors
or payments to be made in connection therewith. The Debtors shall
transfer dominion and control over all of its books and records, in
whatever form, manner or media, to the Liquidating Trust on or as
soon as reasonably practicable after the Effective Date as part of
any such dissolution.
On the Effective Date, the Liquidating Trustee shall provide for
the retention and storage of the books, records, and files that
shall have been delivered to the Liquidating Trust until one year
after the termination and completion of the winding down of the
Liquidating Trust.
The Confirmation Hearing has been scheduled for January 25, 2024 at
10:00 a.m. (prevailing Eastern Time) to consider (a) final approval
of the combined Disclosure Statement and Plan as providing adequate
information pursuant to section 1125 of the Bankruptcy Code and (b)
confirmation of the Plan pursuant to section 1129 of the Bankruptcy
Code.
Any objection to final approval of the combined Disclosure
Statement and Plan must be filed and served no later than January
18, 2024 at 4:00 p.m. (prevailing Eastern Time).
Counsel to the Debtors:
Derek C. Abbott, Esq.
Daniel B. Butz, Esq.
Tamara K. Mann, Esq.
Scott D. Jones, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 Market St., 16th Fl
Wilmington, DE 19801
Tel: (302) 658-9200
Fax: (302) 658-3989
E-mail: dabbott@morrisnichols.com
dbutz@morrisnichols.com
tmann@morrisnichols.com
sjones@morrisnichols.com
A copy of the Disclosure Statement dated Jan. 17, 2024, is
available at https://tinyurl.ph/AULZH from PacerMonitor.com.
About Novan, Inc.
Based in Durham, N.C., Novan, Inc., (Nasdaq: NOVN), now known as
NVN Liquidation, Inc., is a clinical development-stage
biotechnology company focused on leveraging nitric oxide's
naturally occurring anti-viral, anti-bacterial, anti-fungal and
immunomodulatory mechanisms of action to treat a range of diseases
with significant unmet needs. Nitric oxide plays a vital role in
the natural immune system response against microbial pathogens and
is a critical regulator of inflammation.
Novan Inc. and affiliate, EPI Health, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-10937) on July 17, 2023.
As of March 31, 2023, Novan disclosed $79,793,000 in assets against
$7,922,000 in liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as
bankruptcy counsel; Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, LLP as special counsel; Sierra Constellation Partners,
LLC as financial advisor; and Raymond James and Associates as
investment banker. Kurtzman Carson Consultants, LLC is the claims
agent.
On July 28, 2023, the U.S. Trustee for Regions 3 and 9 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Goodwin Procter, LLP as bankruptcy
counsel; Womble Bond Dickinson (US) LLP as co-counsel; and Dundon
Advisers, LLC as financial advisor.
On October 16, 2023, the Bankruptcy Court approved the change of
Novan Inc.'s corporate name to NVN Liquidation Inc.
NUZEE INC: Receives Noncompliance Notice From Nasdaq
----------------------------------------------------
NuZee, Inc. announced that it has received a notice from the
Listing Qualifications staff of The Nasdaq Stock Market notifying
the Company that its stockholders' equity as reported in its Annual
Report on Form 10-K for the period ended Sept. 30, 2023, did not
satisfy the continued listing requirement under Nasdaq Listing Rule
5550(b)(1) for the Nasdaq Capital Market, which requires that a
listed company's stockholders' equity be at least $2,500,000. In
its Form 10-K, the Company reported stockholders' equity of
$1,674,357, and, as a result, does not currently satisfy Nasdaq
Marketplace Rule 5550(b)(1).
The Notice has no immediate effect on the Company's listing on the
Nasdaq Capital Market. In accordance with Nasdaq rules, the
Company has 45 calendar days from the date of the notification to
submit a plan to regain compliance with Nasdaq Listing Rule
5550(b)(1). The Company intends to submit a compliance plan within
45 days of the date of the notification and will evaluate available
options to resolve the deficiency and regain compliance. If the
Company's compliance plan is accepted, the Company may be granted
up to 180 calendar days from Jan. 23, 2024 to evidence compliance.
The Company intends to regain compliance within the applicable
compliance period and is preparing a compliance plan to submit to
Nasdaq.
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for
single serve coffee formats that partners with companies to help
them develop within the single serve and private label coffee
category.
Nuzee reported a net loss of $8.75 million for the year ended Sept.
30, 2023, a net loss of $11.80 million for the year ended
Sept. 30, 2022, a net loss of $18.55 million for the year ended
Sept. 30, 2021, a net loss of $9.52 million for the year ended
Sept. 30, 2020, and a net loss of $12.21 million for the year ended
Sept. 30, 2019.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going concern.
OIL STATES: BlackRock Reports 18.6% Equity Stake
------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of December 31, 2023,
BlackRock beneficially owns 11,897,534 shares of Oil States
International, Inc.'s Common Stock, representing 18.6% of the
shares outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/2c2yay84
About Oil States
Headquartered in Houston, Texas, Oil States International, Inc.
provides specialty products and services to oil and gas drilling
and production companies.
As of September 30, 2023, the Company had $1.048 billion in total
assets against $349.6 million in total liabilities.
Egan-Jones Ratings Company on September 19, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Oil States International, Inc.
ONENERGY INC: Ontario Court Approves Creditor Proposal
------------------------------------------------------
ONEnergy Inc. (NEX:OEG.H), on Jan. 26, 2024, disclosed that the
Company's previously announced proposal (the "Proposal") pursuant
to the Bankruptcy and Insolvency Act (Canada) (the "BIA") was
approved by the Ontario Superior Court of Justice (the "Ontario
Court") on January 23, 2024.
The Proposal is still subject to the approval of the TSX Venture
Exchange (the "Exchange"). Following the receipt of the requisite
approval by the Exchange and pursuant to the Proposal, the Company
plans to satisfy its unsecured outstanding liabilities in exchange
for the issuance of common shares of the Company. The issuance of
common shares by the Company shall be full and final satisfaction
for all of the Company's unsecured claims and all unsecured claims
as against the Company will be forever released.
About ONEnergy Inc.
ONEnergy common shares are listed on the NEX board of the TSX
Venture Exchange under the symbol "OEG.H". Material information
about ONEnergy can be found on SEDAR+ under the Company's issuer
profile at www.sedarplus.ca. ONEnergy's corporate website may be
found at www.onenergyinc.com.
The Company's common shares remain halted from trading pending
implementation of the Proposal.
OUTFRONT MEDIA: BlackRock Holds 15.6% Equity Stake
--------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of December 31, 2023, it
beneficially owned 25,791,407 shares of OUTFRONT Media Inc.'s
Common Stock, representing 15.6% of the shares outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/3m8by4jc
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites.
In October 2023, Egan-Jones Ratings Company maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by OUTFRONT Media Inc.
OVER THE HILL: Taps Broege Neumann Fischer & Shaver as Counsel
--------------------------------------------------------------
Over The Hill Janitorial II, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ Broege,
Neumann, Fischer & Shaver, LLC as its bankruptcy counsel.
The Debtor requires legal counsel to:
(a) give advice as to the Debtor's duties under the Bankruptcy
Code;
(b) represent the Debtor at the Sec. 341(a) hearing and at any
meetings;
(c) assist the Debtor in obtaining the authorization of the
Bankruptcy Court to retain such accountants, appraisers or other
professionals whose services it may require in connection with the
operation of its business or the administration of the Chapter 11
proceedings;
(d) defend any motions made by secured creditors to enable the
Debtor to retain the use of assets needed for an effective
reorganization;
(e) negotiate with priority, secured and unsecured creditors
to achieve a consensual resolution of their respective claims and
the incorporation of such resolution into a plan of
reorganization;
(f) file and prosecute motions to expunge or reduce claims
which the Debtor disputes;
(g) represent the Debtor in the Bankruptcy Court at such
hearings as may require its presence or participation to protect
its interest and the bankruptcy estate;
(h) formulate, negotiate, prepare, and file a disclosure
statement and plan of reorganization (or liquidation) which
conforms to the requirements of the bankruptcy code and applicable
rules of procedure;
(i) represent the Debtor at hearings on the approval of the
disclosure statement and confirmation of a plan of reorganization
and respond to any objections to same filed by creditors or other
parties in interest;
(j) assist the Debtor in discharging its obligations in
consummating any plan of reorganization which is confirmed;
(k) advise the Debtor whether and to what extent any of its
assets constitute cash collateral under the bankruptcy code and
prosecute applications for authorization to use any such assets;
and
(l) provide such other varied legal advice and services as may
be needed by the Debtor in the operation of its business or in
connection with the Chapter 11 proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Timothy Neumann $675
Associates $375
Paralegals $100
The firm received an initial retainer in the total amount of
$10,000 plus filing fee from the Debtor.
Geoffrey Neumann, Esq., an attorney at Broege, Neumann, Fischer &
Shaver, disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Timothy P. Neumann, Esq.
Geoffrey P. Neumann, Esq.
Broege, Neumann, Fischer & Shaver, LLC
25 Abe Voorhees Drive
Manasquan, NJ 08736
Telephone: (732) 223-8484
Email: timothy.neumann25@gmail.com
geoff.neumann@gmail.com
About Over The Hill Janitorial II
Over The Hill Janitorial II, LLC filed Chapter 11 petition (Bankr.
D.N.J. Case No. 24-10555) on Jan. 22, 2024, with as much as $1
million in both assets and liabilities. William Salley, member,
signed the petition.
Broege, Neumann, Fischer & Shaver, LLC is the Debtor's legal
counsel.
John C. Bircher, III was appointed as the Chapter 11 trustee in the
Debtor's case. The trustee tapped Davis Hartman Wright, LLP as
legal counsel and Williams Overman Pierce, LLP as accountant.
PHUNWARE INC: Reduces Board Size to Four Members
------------------------------------------------
Phunware, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on Jan. 22, 2024, the Board of
Directors of the Company resolved to fill the vacancy as result of
Ryan Costello's resignation from the Board and appointed Chris
Olive to serve as a Class II director.
The Company said there are no arrangements or understandings
between Mr. Olive and any other persons pursuant to which Mr. Olive
was appointed as a director of the Company. Mr. Olive has no
direct or indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a) of Regulation
S-K or Item 5.02(d) of Form 8-K.
Subsequent to Mr. Olive's appointment, the Board resolved to reduce
the size of the Board to a total of four directors, comprised of
two Class I directors, one Class II director and one Class III
director. In connection with the reduction of the size of the
Board, Chris Olive resigned as a director of the Company on Jan.
22, 2024. Mr. Olive's resignation is not due to any disagreement
with the Company, its management, the Board or any committee
thereof, or with respect to any matter relating to the Company's
operations, policies, or practices.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions, and
services necessary to engage, manage, and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $50.89 million for the year ended
Dec. 31, 2022, compared to a net loss of $53.52 million for the
year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$27.81 million in total assets, $21.26 million in total
liabilities, and $6.55 million in total stockholders' equity.
Houston, Texas-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Phunware reported that for the nine months ended September 30,
2023, the Company incurred a net loss of [$29,772,000] used
[$15,869,000] in cash for operations and have a working capital
deficiency of [$12,721,000]. These conditions, the Company said,
raise substantial doubt about its ability to meet its financial
obligations as they become due.
PM MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
PM Management – Killeen I NC LLC 24-30240
14841 Dallas Parkway, Suite 440
Dallas TX 75254
PM Management – Killeen II NC LLC 24-30244
14841 Dallas Parkway, Suite 440
Dallas TX 75254
PM Management – Killeen III NC LLC 24-30246
14841 Dallas Parkway, Suite 440
Dallas tX 75254
PM Management – Portfolio VIII NC LLC 24-30247
14841 Dallas Parkway, Suite 440
Dallas tX 75254
Business Description: The Debtors own and operate nursing care
facilities.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Debtors' Counsel: Liz Boydston, Esq.
Alexandria Rahn, Esq.
GUTNICKI LLP
10440 N. Central Expressway, Suite 800
Dallas, Texas 75231
Tel: (465) 895-4413
Fax: (465) 895-4413
Email: lboydston@gutnicki.com
arahn@gutnicki.com
- and -
Max Schlan, Esq.
GUTNICKI LLP
45 Rockefeller Plaza, Suite 2000
New York, NY 10111
Tel: (646) 825-2330
Fax: (646) 825-2330
Email: mschlan@gutnicki.com
PM Management – Killeen I NC LLC's
Estimated Assets: $1 million to $10 million
PM Management – Killeen I NC LLC's
Estimated Liabilities: $1 million to $10 million
PM Management – Killeen II NC LLC's
Estimated Assets: $1 million to $10 million
PM Management – Killeen II NC LLC's
Estimated Liabilities: $1 millioni to $10 million
PM Management – Killeen III NC LLC's
Estimated Assets: $1 million to $10 million
PM Management – Killeen III NC LLC's
Estimated Liabilities: $1 million to $10 million
PM Management – Portfolio VIII NC LLC's
Estimated Assets: $1 million to $10 million
PM Management – Portfolio VIII NC LLC's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Kevin O'Halloran as chief
restructuring officer.
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/C4X32MA/PM_Management_-_Killeen_I_NC_LLC__txnbke-24-30240__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/DFEUZJY/PM_Management_-_Killeen_II_NC__txnbke-24-30244__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6BSUNNA/PM_Management_-_Killeen_III_NC__txnbke-24-30246__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/VWNBAEA/PM_Management_-_Killeen_VIII_NC__txnbke-24-30247__0001.0.pdf?mcid=tGE4TAMA
PRAIRIE FOREST: Hires Lentz Law PC as Legal Counsel
---------------------------------------------------
Prairie Forest, GP seeks approval from the U.S. Bankruptcy Court
for the District of Nebraska to employ Lentz Law, PC, LLO as legal
counsel.
The Debtor requires legal counsel to:
a. give advice with respect to the powers and duties of the
Debtor in the reorganization of its business;
b. meet with and negotiate with creditors;
c. take any necessary actions to set aside preferences of
transfers, which may qualify to be avoided or set aside under the
Bankruptcy Code;
d. take such other necessary and required actions which are
deemed by such counsel as ordinary and necessary in the course of
these proceedings;
e. provide representation in connection with any adversary
proceedings filed in court by various creditors and adversary
proceedings required to be filed for the protection and
preservation of property of the estate;
f. prepare legal papers; and
g. perform other legal services.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred. The retainer fee is $15,000.
John Lentz, Esq., a partner at Lentz Law, PC, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John A. Lentz, Esq.
LENTZ LAW, PC, LLO
650 J. St. Ste 215B
Lincoln, NE 68508
Tel: (402) 421-9676
Email: john@johnlentz.com
About Prairie Forest, GP
Prairie Forest, GP, filed a Chapter 11 bankruptcy petition (Bankr.
D. Neb. Case No. 23-41183) on December 13, 2023, disclosing under
$1 million in both assets and liabilities.
The Debtor is represented by LENTZ LAW, PC, LLO.
PRESTIGE HOME: Plan & Disclosures Due April 11
----------------------------------------------
Judge Pamela W. McAfee has entered an order that the court has
reviewed the case file and has determined that to ensure that the
case is handled expeditiously and economically, Prestige Home
Health Care, LLC, must file a plan and disclosure statement on or
before April 11, 2024.
The court will review the disclosure statement when it is filed
and, if acceptable, the disclosure statement will be conditionally
approved.
Additionally, the hearing on approval of the disclosure statement
will be combined with the hearing on confirmation of the plan.
If the court determines that the debtor's plan provides adequate
information under 11 U.S.C. Sec. 1125(a) and 1125(f)(1) and that a
separate disclosure statement is not necessary, the court may treat
the plan as the disclosure statement for the purpose of conditional
approval pursuant to Bankruptcy Rule 3017.1.
A status conference pursuant to 11 U.S.C. Sec. 105(d)(1) will be
held on Tuesday, Jan. 30, 2024, at 10:00 AM by conference telephone
call.
Prestige Home Health Care, LLC, sought Chapter 11 protection
(Bankr. E.D.N.C. Case No. 24-00105) on Jan. 12, 2024, estimating
less than $1 million in both assets and liabilities.
Danny Bradford, Esq., at PAUL D. BRADFORD, PLLC, is the Debtor's
counsel.
PRIME MARKETING: Case Summary & Eight Unsecured Creditors
---------------------------------------------------------
Debtor: Prime Marketing LLC
401 Ryland Street, Suite 200-A
Reno, NV 89502
Business Description: Prime Marketing is a provider of smart IT
tools for a business of global organizations
of any sizes. From developing exclusive
strategies to delivering the products,
services, and expertise, the Company assists
its clients' business run more competently
and revise through technology Solutions.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
District of Nevada
Case No.: 24-50091
Debtor's Counsel: L. Edward Humphrey, Esq.
HUMPREY O'ROURKE PLLC
201 W. Libert Street
Suite 350
Reno, Nevada 89501
Tel: (775) 420-3500
Email: ed@hlawnv.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Varunkumar Pankajbhal Suthar as managing
member of Axin Enterprise LLC, member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/CFHF4ZA/Prime_Marketing_LLC__nvbke-24-50091__0001.0.pdf?mcid=tGE4TAMA
PROTERRA INC: U.S. Trustee Objects "Opt Out" Form
-------------------------------------------------
Andrew R. Vara, the United States Trustee for Region 3, filed an
objection to Proterra Inc, et al.'s motion for entry of an order
approving the adequacy of the disclosure statement.
The U.S. Trustee objects to the Motion because it imposes on public
shareholders the requirement to return an "opt out" form to avoid
releasing their direct claims against non-debtor parties, including
claims for fraud and intentional misconduct, even though the
shareholders shall receive no distribution under the Plan. Further,
the various notices and opt-out forms are unnecessarily confusing
and, with respect to beneficial holders, their time to opt out of
the releases is truncated.
The U.S. Trustee further objects to the Motion because the
Disclosure Statement does not contain adequate information
concerning third-party releases.
For these reasons, the U.S. Trustee submits that the Motion should
be denied.
About Proterra Inc.
Proterra Inc.'s business involves designing, manufacturing, and
selling electric transit buses and components, batteries, and
electric drive trains, and providing and selling related products
and services.
Proterra Inc. and Proterra Operating Company, Inc., sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-11120) on August 7, 2023. In the petition filed by
Gareth T. Joyce, chief executive officer, the Debtor reported total
assets as of June 30, 2023 amounting to $818,773,679 and total debt
as of June 30, 2023 of $609,498,207.
The Honorable Bankruptcy Judge Brendan Linehan Shannon oversees the
cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, as counsel; FTI Consulting,
Inc., as financial advisor; Moelis & Company, LLC, as investment
banker; and Slaughter and May as special corporate counsel.
Kurtzman Carson Consultants LLC is the claims agent.
PSG MORTGAGE: Gets Court Nod to Sell Sea Cliff Property
-------------------------------------------------------
PSG Mortgage Lending Corp, a Delaware Corporation received approval
from the U.S. Bankruptcy Court for the Northern District of
California to sell real property to Edward Dudensing or another
buyer with a better offer.
Under the sale agreement, Mr. Dudensing offered $6.5 million to
purchase the property located at 224 Sea Cliff Avenue, San
Francisco, Calif.
The proposed buyer also agreed to assume responsibility and pay the
amount owed to San Francisco Bay Area Conservation and Development
Commission, which is approximately $90,000.
The sale of the property to Mr. Dudensing is subject to overbid.
Any competing bidder must agree to assume responsibility and pay
the amount owed to BCDC. The minimum starting overbid is $7
million, with minimum increments thereafter of $50,000.
PSG is selling the property "free and clear" of liens, with only
the statutory senior property tax lien to be paid in full and the
lien in second position of Wells Fargo Bank, N.A. to be paid off
through escrow to the extent there is available cash.
The company is not selling the property "free and clear" of the
property tax lien estimated at $60,463.85 in favor of the City and
County of San Francisco, which will be paid through escrow.
The liquidation price will not yield any net gain but will leave
$30,000 at the close of escrow for deposit into PSG's account,
according to the company's attorney, Matthew Metzger, Esq., at
Belvedere Legal, PC.
About PSG Mortgage Lending Corp
PSG Mortgage Lending Corp, a Delaware Corporation, filed Chapter 11
petition (Bankr. N.D. Calif. Case No. 23-30281) on May 3, 2023,
with $10 million to $50 million in both assets and liabilities.
Judge Dennis Montali oversees the case.
Matthew D. Metzger, Esq., at Belvedere Legal, PC is the Debtor's
legal counsel.
QUARTERNORTH ENERGY: Moody's Withdraws 'B3' CFR on Debt Repayment
-----------------------------------------------------------------
Moody's Investors Service withdrew all of QuarterNorth Energy
Holding Inc. ratings, including its B3 Corporate Family Rating,
B3-PD Probability of Default Rating (both currently under review
for upgrade) and the B3 rated senior secured second-lien term loan
due August 2026. The outlook was changed to rating withdrawn from
rating under review. The withdrawals follow the extinguishment of
its outstanding debt.
QuarterNorth's ratings review was initiated on January 16, 2024,
following QuarterNorth's agreement to be acquired by Talos Energy
Inc. (rated subsidiary Talos Production Inc., B2 stable).
RATINGS RATIONALE
QuarterNorth has repaid its B3-rated senior secured second-lien
term loan. All of QuarterNorth's ratings have been withdrawn
because its rated debt is no longer outstanding.
QuarterNorth Energy Holding Inc. is a privately owned deepwater
Gulf of Mexico focused exploration and production company. The
company's pending acquisition by Talos Energy Inc. is expected to
close by the end of the first quarter of 2024, subject to
regulatory approvals and certain customary closing conditions.
QUARTERNORTH ENERGY: S&P Withdraws 'B-' Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings withdrew its 'B-' issuer credit rating on
Quarternorth Energy Holding Inc. following the company's
announcement that it will be acquired by Talos Energy Inc. S&P
expects the acquisition will close by the end of the first quarter
of 2024.
S&P said, "At the same time, we discontinued our 'B+' issue-level
rating and '1' recovery rating on Quarternorth's second lien term
loan because it has been repaid.
"At the time of the withdrawal, our ratings on Quarternorth were on
CreditWatch, where we placed them with positive implications on
Jan. 17, 2024."
RADIOLOGY PARTNERS: S&P Lowers ICR to 'CC' on Debt Modifications
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'CC' from
'CCC+' and its issue-level rating on the notes to 'C' from 'CCC-'
on El Segundo, Calif.-based Radiology Partners Holdings LLC.
The 'CCC+' issue-level rating on the company's secured debt is
unchanged and remains on CreditWatch with negative implications.
S&P could lower the rating on these obligations if it concludes
lenders of the respective obligations won't receive sufficient
compensation for the maturity extension upon the close of the
transaction.
The negative outlook reflects Radiology Partners' proposed debt
modification transactions to extend its debt maturities and reduce
its annual cash interest burden, in conjunction with an equity
raise and partial paydown on certain debt balances.
Radiology Partners recently announced its plan to raise new
preferred equity and extend the maturity and amend other terms of
its secured revolver and term loan. It also offered to exchange its
senior secured notes for new secured notes and its senior unsecured
notes for new second-lien notes, effectively extending the maturity
on all its debt to 2028 or beyond.
The downgrade of Radiology Partners' unsecured debt due in 2028
reflects the proposed exchange for second-lien debt due in 2030 and
a change to interest payment-in-kind (PIK), notwithstanding the
proposed increase in interest rate. The proposed unsecured note
exchange, if completed, would reduce the company's cash interest
burden and extend its debt maturities. S&P said, "However, we do
not view the incremental compensation offered to unsecured debt
lenders as adequate relative to what was originally promised. This
assessment applies despite improvement in the company's
creditworthiness from the combination of the equity raise and
financial flexibility provided by the revised debt terms. We expect
to lower the rating on the unsecured debt to 'D' upon the close of
the transaction."
S&P said, "If we conclude that following Radiology Partners'
preferred equity raise and finalization of the transaction terms
the lenders on the various secured debt obligations would receive
adequate compensation, we expect to leave those ratings unchanged
and lower the issuer credit rating to 'SD' (selective default) to
reflect a default on only a portion of its debt capital structure.
"Conversely, if we conclude the secured lenders will not receive
sufficient compensation relative to what was originally promised,
we expect to lower the ratings on those obligations to 'CC' ahead
of the transaction close and to 'D' at close. Moreover, if we
conclude that substantially all of the debt outstanding has less
than the original promise of return, we will lower the issuer
credit rating to 'D'.
"In all scenarios, we expect to refresh our ratings subsequent to
the transaction close to reflect the revised capital structure,
incorporating the benefits from the equity raise and financial
flexibility arising from the revised terms and conditions."
S&P does not have sufficient information yet to definitively
ascertain whether secured debt lenders are receiving less than
originally promised. The proposed capital structure would also
extend the maturity on the secured debt due in 2024 to 2028 and the
maturity on the secured debt coming due in 2025 to 2029. It would
also provide additional compensation to lenders on certain secured
obligations including incremental interest that will be PIK for an
initial period and potentially PIK interest beyond that if
financial performance falls short of certain thresholds. This and
the precise details are conditioned upon Radiology Partners'
success raising preferred equity and amounts that have not yet been
finalized and still subject to negotiation and lender consent.
Radiology Partners has faced challenges from a combination of the
No Surprises Act relating to patient billing, a payer dispute with
insurer United Healthcare, and wage inflation. These issues have
pressured free cash flow and liquidity. S&P expects the capital
raise and extension of maturities to alleviate near-term liquidity
shortfalls, which will give the company time to resolve the working
capital shortfalls, address operational challenges, and start
reaping benefits from investment in new sites and cost-saving
initiatives.
RAPID7 INC: BlackRock Reports 10.1% Stake as of Dec. 31
-------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the U.S.
Securities and Exchange Commission that as of December 31, 2023, it
beneficially owned 6,219,779 shares of Rapid7, Inc.'s Common Stock,
representing 10.1% of the class.
A full-text copy of the Report is available at
http://tinyurl.com/379tdjcw
About Rapid7
Rapid7 (Nasdaq: RPD) is on a mission to create a safer digital
world by making cybersecurity simpler and more accessible. The
Company empowers security professionals to manage a modern attack
surface through its best-in-class technology, leading-edge
research, and broad, strategic expertise.
Rapid7 reported a net loss of $124.72 million in 2022, a net loss
of $146.33 million in 2021, a net loss of $98.85 million in 2020, a
net loss of $53.84 million in 2019, and a net loss of $55.54
million in 2018. Rapid7 incurred a net loss of $169.31 million net
loss in the nine months ended Sept. 30, 2023. As of Sept. 30,
2023, the Company had $1.40 billion in total assets, $1.56 billion
in total liabilities, and a total stockholders' deficit of $161.64
million.
Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Rapid7, Inc.
REPMGMT INC: Court OKs Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia authorized
RepMGMT Inc. Chartered, d/b/a Fireside Campaigns to use cash
collateral, on a final basis, in accordance with the budget.
As previously reported by the Troubled Company Reporter, the Debtor
has five creditors to which it has extended security interests in
its assets.
On February 13, 2023, the Debtor executed a Business Loan and
Security Agreement with Channel Partners Capital, LLC. As of the
Petition Date, the Debtor owed Channel Partners $126,999. Channel
Partners' interest is under-secured because of the value of the
Debtor's personal property on the Petition Date. Chanel Partners'
security interest in the Debtor's property is also subject to
avoidance under 11 U.S.C. Section 547(b) because it did not file
its financing statement to perfect the security interest until
October 19, 2023, which is within 90 days before the Petition
Date.
The Debtor intends to seek avoidance of Channel Partners'
perfection of its security interest under 11 U.S.C. Section
547(b).
On March 1, 2023, the Debtor entered into a Business-Use Line of
Credit and Security Agreement with Headway Capital, LLC.
The Debtor currently owes Headway Capital $16,246. It does not
appear that Headway Capital has taken any steps to perfect its
security interest in any of the Debtor's assets.
On May 24, 2022, the Debtor entered into a loan agreement with
American Express National Bank, then doing business as Kabbage
Funding, opening Account No. 270320. Under the same numbered
account, the Debtor entered into three later loan agreements with
American Express. As of the Petition Date, the Debtor owed American
Express $25,266.
The Debtor's other two secured creditors are both insiders: Bradley
Bauman and Autumn Campbell. These are the Debtor's sole shareholder
and his wife. The couple loaned money to the Debtor primarily to
enable the Debtor to fulfil its final payroll obligations to
employees it laid off in October 2023. The loan was made by a
series of promissory notes secured under a Security Agreement in
which the Debtor contemporaneously conveyed to Mr. Bauman and Ms.
Campbell a security interest in all of its assets. The Debtor owes
these creditors $65,500.
A copy of the order is available at https://urlcurt.com/u?l=t9gaU4
from PacerMonitor.com.
About RepMGMT Inc.
RepMGMT Inc. Chartered filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Case No.
23-00375) on Dec. 12, 2023, with $50,000 to $100,000 in assets and
$1 million to $10 million in liabilities. Bradley Bauman,
president, signed the petition.
Judge Elizabeth L. Gunn oversees the case.
Robert Lannan, Esq., at Lannan Legal, PLLC represents the Debtor as
bankruptcy counsel.
RESIDENTS FIRST: Seeks to Hire Heilman Law PLLC as Counsel
----------------------------------------------------------
Residents First, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to employ Heilman Law PLLC as
counsel.
The firm's services include:
a. advising Debtor with respect to its powers and duties as
debtor and debtor-in-possession in the continued management and
operation of its business;
b. administrating this case and the exercise of oversight with
respect to Debtor's affairs, including all issues arising from or
impacting Debtor or this Chapter 11 case;
c. preparing necessary applications, motions, memoranda, orders,
reports, and other legal papers;
d. appearing in Court and at meetings to represent the interests
of Debtor;
e. negotiating with creditors and other parties in interest;
f. serving as Debtor's counsel in any adversary proceedings or
other litigation related to this Bankruptcy Case;
g. preparing and prosecuting a Chapter 11 plan of
reorganization; and
h. performing all other legal services for Debtor in connection
with this Chapter 11 case.
The firm will be paid at these rates:
Ryan Heilman $385 per hour
Paralegals $135 per hour
The firm received from the Debtor a retainer of $7,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ryan D. Heilman, Esq., a partner at Heilman Law 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:
Ryan D. Heilman, Esq.
HEILMAN LAW PLLC
40900 Woodward Ave., Suite 111
Bloomfield, MI 48304
Tel: (248) 835-4745
Email: ryan@heilmanlaw.com
About Residents First, LLC
Residents First, LLC manages six separate manufactured mobile
housing communities. It handles all leasing, rent collection,
maintenance, landscaping, utilities, customer relations, and all
other aspects relating to maintenance and management of the
communities.
Residents First filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-49817) on Nov.
8, 2023, with up to $100,000 in assets and up to $1 million in
liabilities. Ara J. Darakjian, managing member, signed the
petition.
Judge Mark A. Randon oversees the case.
Ryan D. Heilman, Esq., at Heilman Law, PLLC, represents the Debtor
as bankruptcy counsel.
RISKON INTERNATIONAL: No Longer Complies With Nasdaq Requirement
----------------------------------------------------------------
RiskOn International, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Jan. 23, 2024, it
received a written notice from The Nasdaq Stock Market LLC,
indicating that, as a result of Milton C. Ault, III's appointment
to the board of directors of the Company effective Jan. 4, 2024,
the Company currently has six directors, with only three of which
qualify as independent directors. As such, the Company no longer
complies with Nasdaq's independent director requirement as set
forth in Listing Rule 5605, which requires, among other things, a
listed company to have at least a majority of its Board members
qualify as independent directors.
Pursuant to Nasdaq Listing Rule 5605(b)(1)(A), the Company is
entitled to a "cure period" until the earlier of the Company's next
annual shareholders' meeting or Jan. 6, 2025, or if the next annual
shareholders' meeting is held before July 2, 2024, then the Company
must evidence compliance no later than July 2, 2024. The Company
intends to appoint one or more independent directors to the Board
prior to the end of the cure period.
The Notice has no immediate effect on the listing or trading of the
Company's common stock on The Nasdaq Capital Market.
About RiskOn International
Founded in 2011, RiskOn International, Inc. (formerly known as
BitNile Metaverse, Inc.) owns 100% of BNC, including the
BitNile.com metaverse platform. The Platform, which went live to
the public on March 1, 2023, allows users to engage with a new
social networking community and purchase both digital and physical
products while playing 3D immersive games. In addition to BNC, the
Company also owns two non-core subsidiaries: approximately 66% of
Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and
approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn
also owns approximately 70% of White River Energy Corp (OTCQB:
WTRV).
RiskOn reported a net loss of $87.36 million on zero revenue for
the year ended March 31, 2023, compared to a net loss of $10.55
million on $27,182 of revenues for the year ended March 31, 2022.
As of Sept. 30, 2023, the Company had $16.80 million in total
assets, $35.86 million in total liabilities, and a total
shareholders' deficit of $19.05 million.
In its Quarterly Report for the three months ended Sept. 30, 2023,
RiskOn said there is substantial doubt about its ability to
continue as a going concern. The Company believes that the current
cash on hand is not sufficient to conduct planned operations for
one year from the issuance of the condensed consolidated financial
statements, and it needs to raise capital to support its
operations.
SALEM MEDIA: Agrees With Lender to Increase Credit Limit to $3M
---------------------------------------------------------------
Salem Media Group, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Jan. 19, 2024, the
Company and Siena Lending Group LLC entered into a Letter Amendment
and Consent amending that certain Loan and Security Agreement,
dated as of Dec. 26, 2023, by and among the Lender, the Company and
certain subsidiaries of the Company.
Pursuant to the Amendment Letter, the Lender and the Borrowers
agreed to, among other things, increase the letter of credit limit
in the Loan and Security Agreement from $1.0 million to $3.0
million, and to provide for a minimum usage threshold following the
consummation of a prospective sale-leaseback transaction.
A copy of the Amendment Letter is available for free at:
https://www.sec.gov/Archives/edgar/data/1050606/000119312524015453/d719020dex101.htm
About Salem Media
Headquartered in Texas, Salem -- www.salemmedia.com -- is a
domestic multimedia company specializing in Christian and
conservative content, with media properties comprising radio
broadcasting, digital media, and publishing. Its content is
intended for audiences interested in Christian and family-themed
programming and conservative news talk.
As of Sept. 30, 2023, the Company had $471.30 million in total
assets, $339.15 million in total liabilities, and $132.15 million
in total stockholders' equity.
* * *
As reported by the TCR on Sept. 25, 2023, Moody's Investors Service
downgraded Salem Media Group, Inc.'s Corporate Family Rating to
Caa3 from Caa1. Moody's said the downgrade of the CFR to Caa3
reflects Salem's weak operating performance pressured by subdued
radio advertising demand, high financial leverage, a deteriorating
liquidity profile and the uncertainty around the company's ability
to refinance its $25 million ABL revolving facility before its
expiration in March 2024.
Also in September 2023, S&P Global Ratings lowered its issuer
credit rating on Salem Media Group Inc.to 'CCC-' from 'CCC'. S-&P
said the negative outlook reflects the potential for a default or
debt restructuring over the next six months.
SANUWAVE HEALTH: Sells $4.6 Million Convertible Promissory Notes
----------------------------------------------------------------
Sanuwave Health, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that in accordance with the
terms of a side letter, on Jan. 21, 2024, the Company entered into
a Securities Purchase Agreement with certain accredited investors,
as purchasers, for the sale by the Company in a private placement
of (i) the Company's Future Advance Convertible Promissory Notes in
an aggregate principal amount of approximately $4.6 million, (ii)
Common Stock Purchase Warrants to purchase an additional 113.9
million shares of common stock of the Company with an exercise
price of $0.067 per share and (iii) Common Stock Purchase Warrants
to purchase an additional 113.9 million shares of common stock of
the Company with an exercise price of $0.04 per share.
The exercise price of the Warrants is subject to adjustment,
including if the Company issues or sells shares of common stock or
Share Equivalents (as defined in the Warrants) for an effective
consideration price less than the exercise price of the Warrants or
if the Company lists its shares of common stock on the Nasdaq
Capital Market and the average volume weighted average price of
such common stock for the five trading days preceding such listing
is less than $0.04 per share; provided, however, that the exercise
price of the Warrants shall never be less than $0.01 per share.
The Warrants have a five-year term. The closing of the January
Private Placement occurred on Jan. 21, 2024. The Company received
no cash proceeds in the January Private Placement.
As previously disclosed in a Current Report on Form 8-K filed by
Sanuwave with the SEC on July 26, 2023, the Company issued
Asset-Backed Secured Promissory Notes in an aggregate principal
amount of $4.6 million to certain accredited investors at an
original issue discount of 33.33% on July 21, 2023. The ABL Notes
bore interest at a rate of zero percent per annum and matured on
Jan. 21, 2023. The closing of the July Private Placement occurred
on July 21, 2023, when the Company received total proceeds of
approximately $3.0 million.
On July 21, 2023, the Company and the Purchasers also entered into
a side letter, pursuant to which the parties agreed that upon the
Maturity Date, the Company would issue each Purchaser (i) a Future
Advance Convertible Promissory Note with the same principal amount
as the principal amount of such Purchasers' ABL Note, plus any
accrued and unpaid interest, and (ii) two Common Stock Purchase
Warrants, one with an exercise price of $0.04 per share and one
with an exercise price of $0.067 per share, each of which would be
exercisable for such number of shares of the Company's common stock
calculated by dividing the principal amount of the Purchaser's
Future Advance Convertible Promissory Note by $0.04. In addition,
the parties agreed to enter into a securities purchase agreement, a
subordination agreement, a security agreement and a registration
rights agreement.
Notes
Pursuant to the Notes, the Company promised to pay each Purchaser,
its designee or registered assigns in cash and/or in shares of
common stock, at a conversion price of $0.04, the principal amount
(subject to reduction pursuant to the terms of the Note, the
"Principal") as may be advanced in disbursements, and to pay
interest at a rate of 15% per annum on any outstanding Principal at
the applicable Interest rate from the date of the Notes until the
Notes are accelerated, converted, redeemed or otherwise. The
Conversion Price of the Notes is subject to adjustment, including
if the Company issues or sells shares of common stock for a price
per share less than the Conversion Price of the Notes or if the
Company lists its shares of common stock on the Nasdaq Capital
Market and the average volume weighted average price of such common
stock for the five trading days preceding such listing is less than
$0.04 per share; provided, however, that the Conversion Price shall
never be less than $0.01.
In connection with the January Private Placement, on Jan. 21, 2024,
the Company entered into a security agreement in favor of each
Purchaser to secure the Company's obligations under the Notes.
The rights of the Purchasers to receive payments under the Notes
are subordinate to the rights of NH Expansion Credit Fund Holdings
LP pursuant to a subordination agreement, which the Company and
the Purchasers entered into with North Haven Expansion on Jan. 21,
2024, in connection with the January Private Placement.
Registration Rights Agreement
In connection with the Purchase Agreement, the Company entered into
a registration rights agreement with the Purchasers on Jan. 21,
2024, pursuant to which the Company agreed to file a registration
statement with the SEC no later than 60 days following the Closing
Date to register the resale of the number of shares of common stock
issuable upon conversion of the Notes and exercise of the Warrants
issued pursuant to such Purchase Agreement and to cause the
Registration Statement to become effective within 180 days
following the Closing Date. The Company shall use its best efforts
to keep the Registration Statement continuously effective under the
Securities Act of 1933, as amended, until all Registrable
Securities have been sold, or may be sold without the requirement
to be in compliance with Rule 144(c)(1) of the Securities Act and
otherwise without restriction or limitation pursuant to Rule 144 of
the Securities Act, as determined by the counsel to the Company.
Waiver Letter
In connection with the Purchase Agreement, each Purchaser delivered
a waiver letter to the Company, pursuant to which the Purchaser
waived, through Dec. 31, 2024, the Company's obligation to (i)
effect a reverse stock split of its common stock on or before Dec.
31, 2023 pursuant to the Notes and the Warrants; (ii) reserve a
specified number of shares of Company common stock from its duly
authorized capital stock and amend the Company's Articles of
Incorporation to increase the number of authorized but unissued
shares of common stock, in each case pursuant to the Purchase
Agreement; and (iii) register the shares underlying the Notes and
Warrants pursuant to the Registration Rights Agreement.
Letter Agreement
In October 2023, each Purchaser delivered a letter agreement to the
Company, pursuant to which the Purchasers agreed to receive shares
of the Company's common stock in exchange for the Notes and the
Warrants immediately prior to the closing of the Company's planned
business combination with SEP Acquisition Corp. ("SEPA"). Pursuant
to the Letter Agreements, the Purchasers will receive, in the form
of Company common stock at an exchange ratio of $0.04 per share,
the full amount of principal and interest that would be due and
payable on the Notes as of the maturity date. Warrants with an
exercise price of $0.04 per share will be exchanged for 0.9 shares
of Company common stock per share that are subject to such
Warrants, and Warrants with an exercise price of $0.067 per share
will be exchanged for 0.85 shares of Company common stock per share
that are subject to such Warrants. The Purchasers will pay no new
consideration to the Company in connection with these exchanges.
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and
shock wave technology company using patented systems of
noninvasive, high-energy, acoustic shock waves or low intensity and
non-contact ultrasound for regenerative medicine and other
applications. The Company's focus is regenerative medicine
utilizing noninvasive, acoustic shock waves or ultrasound to
produce a biological response resulting in the body healing itself
through the repair and regeneration of tissue, musculoskeletal, and
vascular structures. Its two primary systems are UltraMIST and
PACE. UltraMIST and PACE are the only two Food and Drug
Administration (FDA) approved directed energy systems for wound
healing.
SANUWAVE reported a net loss of $10.29 million for the year ended
Dec. 31, 2022, compared to a net loss of $27.26 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$19.87 million in total assets, $60.88 million in total
liabilities, and a total stockholders' deficit of $41.01 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has incurred recurring losses and
needs to raise additional funds to meet its obligations and sustain
its operations and the occurrence of the events of default on the
Company's debt. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SILVER STATE: Trustee Submits Plan of Reorganization
----------------------------------------------------
Michael W. Carmel, the Chapter 11 Trustee for the bankruptcy estate
of Major Market Radio, LLC, proposes a Plan of Reorganization for
the resolution of Debtor's outstanding claims and equity
securities.
The Plan will treat unsecured claims as follows:
Class 2 Priority Unsecured Claims are unimpaired. The Allowed
Claims in Class 2, if any, shall be treated as follows:
Each Allowed Priority Unsecured Claim, shall, in full and
final satisfaction of such Claim, be paid in full in Cash by the
Debtor or Reorganized Debtor, as applicable, upon the latest of:
(i) the Effective Date or as soon thereafter as practicable; (ii)
such date as may be fixed by the Bankruptcy Court; (iii) the first
Business Day following the 14th day after such Claim is Allowed;
and (iv) such date as agreed upon by the Holder of such Claim and
the Trustee, and after the Effective Date, by the Reorganized
Debtor.
Class 3 General Unsecured Claims are impaired. Class 3 is
comprised of the Allowed General Unsecured Claims. The Allowed
Claims in Class 3 shall be treated as follows:
Except to the extent that a Holder of an Allowed General
Unsecured Claim agrees to less favorable treatment, each Holder of
a General Unsecured Claim shall, in full and final satisfaction of
such Allowed General Unsecured Claim, be paid as follows:
(i) On the 15th Business Day after the Disputed Claim
Reserve is funded, the Reorganized Debtor shall pay each Holder of
an Allowed General Unsecured Claim on such date the lesser of: (i)
their Pro Rata share of the Remaining Cash on such date; and (ii)
the outstanding, unpaid balance of their Allowed General Unsecured
Claim.
(ii) Within 15 days after all Disputed Claims having been
resolved, the Reorganized Debtor shall pay each Holder of an
Allowed General Unsecured Claim the lesser of: (i) their Pro Rata
share of the Remaining Cash and the Disputed Claim Reserve; and
(ii) the outstanding, unpaid balance of their Allowed General
Unsecured Claims.
(iii) Prior to any Distribution being made on account of
Class 4 Equity Securities, all Allowed Class 3 General Unsecured
Claims shall have been paid in full with interest as provided in
the Plan.
On the Effective Date, the Assets shall be vested in the
Reorganized Debtor free and clear of all Liens, Claims, and Equity
Securities, expect as otherwise expressly provided in the Plan.
On the Effective Date, all assets, including cash, shall be held
and preserved by the Reorganized Debtor to be distributed in
accordance with this Plan.
Attorneys for Chapter 11 Trustee Michael Carmel:
Gregory Garman, Esq.
Talitha Gray Kozlowski, Esq.
Mary Langsner, Ph.D.
GARMAN TURNER GORDON LLP
7251 Amigo Street, Suite 210
Las Vegas, NV 89119
Tel: (725) 777-3000
E-mail: ggarman@gtg.legal
tgray@gtg.legal
mlangsner@gtg.legal
A copy of the Plan of Reorganization dated Jan. 12, 2024, is
available at https://tinyurl.ph/DgJbW from PacerMonitor.com.
About Silver State Broadcasting
Las Vegas-based Silver State Broadcasting, LLC and its affiliates
run an independent radio broadcasting company. Three of the radio
stations (KFRH, KREV and KRCK-FM) are the primary assets.
Silver State Broadcasting, Major Market Radio, LLC and Golden State
Broadcasting, LLC filed voluntary petitions for Chapter 11
protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19,
2021. In its petition, Silver State listed up to $50 million in
assets and up to $1 million in liabilities.
Judge August B. Landis oversees the cases.
Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood &
Maines, P.C. serve as the Debtors' bankruptcy counsel and special
counsel, respectively.
Michael Carmel has been appointed as trustee in the Chapter 11
cases. The Trustee tapped Garman Turner Gordon LLP as legal
counsel and Timmons PC as special counsel.
The Debtors filed their disclosure statement and proposed plan to
exit Chapter 11 protection on May 2, 2022.
SKILLS ACADEMY: Taps Allen Vellone Wolf Helfrich & Factor as Atty.
------------------------------------------------------------------
Skills Academy Vocational Center, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Allen
Vellone Wolf Helfrich & Factor PC as its counsel.
The Debtor requires legal counsel to:
(a) advise and represent in connection with the general
administration of the estate;
(b) confirm any proposed plan of reorganization, all other
contested and adversary matters that arise in this case;
(c) investigate and litigate any avoidance or other action the
estate may have; and
(d) perform other legal services for the Debtor related to or
arising out of contested matters in this bankruptcy case.
The hourly rates of the firm's counsel and staff are as follows:
Jeffrey Weinman $625
Lance Henry $375
Paralegals $120 - $235
The firm received a pre-bankruptcy retainer in the total amount of
$12,000 from the Debtor.
Jeffrey Weinman, Esq., an attorney at Allen Vellone Wolf Helfrich &
Factor, disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Jeffrey A. Weinman, Esq.
Allen Vellone Wolf Helfrich & Factor PC
1600 Stout Street, Suite 1900
Denver, CO 80202
Telephone: (303) 534-4499
Facsimile: (303) 893-8332
Email: JWeinman@allen-vellone.com
About Skills Academy Vocational Center
Skills Academy Vocational Center, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo.
Case No. 24-10155) on Jan. 12, 2024, with up to $500,000 in assets
and up to $1 million in liabilities. Randee Van Ness, president,
signed the petition.
Judge Thomas B. McNamara oversees the case.
Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor,
P.C., represents the Debtor as legal counsel.
SPANISH BROADCASTING: S&P Withdraws 'CCC+' Rating on Secured Notes
------------------------------------------------------------------
S&P Global Ratings has withdrawn its 'CCC+' ratings on Spanish
Broadcasting System Inc., including the issue-level rating on the
company's senior secured notes, at the company's request. The
ratings were on CreditWatch with negative implications at the time
of the withdrawal.
SPIRIT AIRLINES: Files Joint Notice of Appeal With JetBlue
----------------------------------------------------------
JetBlue Airways Corporation and Spirit Airlines, Inc. reported that
they have jointly filed a notice of appeal to the U.S. Court of
Appeals for the First Circuit, consistent with the requirements of
the merger agreement.
About JetBlue Airways Corp.
JetBlue is New York's Hometown Airline, and a leading carrier in
Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando, and San
Juan. JetBlue carries customers to more than 100 destinations
throughout the United States, Latin America, the Caribbean, Canada,
and Europe.
About Spirit Airlines
Spirit Airlines Inc. is a major United States ultra-low cost
airline headquartered in Miramar, Florida, in the Miami
metropolitan area.
In September 2023, Fitch Ratings has revised the Rating Outlook for
Spirit Airlines to Negative from Stable and affirmed Spirit's
Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed
Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior
secured debt at 'BB+'/'RR1′.
On Jan 22, 2024, S&P Global Ratings lowered its issuer credit
rating on Spirit Airlines Inc. to 'CCC+' from 'B'. S&P also lowered
its ratings on Spirit's enhanced equipment trust certificates
(EETCs) in line with the lower issuer rating. The negative outlook
reflects S&P's view that Spirit's capital structure is vulnerable
and dependent on favorable market conditions or a significant
improvement in its financial performance to address its upcoming
debt maturities.
Additionally, on Jan 25, 2024, Moody's Investors Service downgraded
its ratings of Spirit Airlines, Inc., including the corporate
family rating to Caa2 from Caa1 and probability of default rating
to Caa2-PD from Caa1-PD. Moody's also downgraded the backed senior
secured rating assigned to Spirit IP Cayman Ltd.'s 8% senior notes,
which are secured by the company's loyalty program and brand IP
("Notes"), to Caa2 from B2. The speculative grade liquidity rating
("SGL") remains unchanged at SGL-3 and the rating outlook remains
negative.
SPIRIT AIRLINES: Unveils Investor Update as of Jan. 19
------------------------------------------------------
Spirit Airlines Inc. revealed its Investor Update as of Jan. 19,
2024.
According to the Company, its total revenue for the fourth quarter
2023 is expected to be at the high end of the Company's initial
guidance, as bookings for the peak travel period over Christmas and
New Years were strong. Operating expenses are estimated to come in
better than expected primarily due to lower fuel costs driven by
better than expected fuel efficiency, lower airport costs and other
items, driven by strong operational performance and reliability,
with the Company reporting a top 3 completion factor of 99.7%
during the holiday period. Adjusted operating margin guidance for
the fourth quarter 2023 is positively revised 450 basis points from
negative 15 to 19 percent to negative 12 to 13 percent.
As of December 31, 2023, Spirit had $1.3 billion of liquidity,
including unrestricted cash and cash equivalents, short-term
investment securities and $300 million of liquidity under the
Company's revolving credit facility.
During the fourth quarter, the Company took several steps to shore
up its liquidity to allow it time to make the necessary strategic
shifts to enable the Company to compete effectively in the current
demand backdrop and to return the business to profitability.
In November 2023, Spirit modified its Revolving Credit Facility to,
among other things, extend the final maturity to September 30,
2025.
In December 2023, the Company completed sale-leaseback transactions
for 20 aircraft, resulting in repayment of approximately $325
million of indebtedness on those aircraft and net cash proceeds of
$320 million.
In January 2024, the Company completed sale-leaseback transactions
for an additional five aircraft, resulting in repayment of
approximately $140 million of indebtedness on those aircraft and
net cash proceeds of $99 million. In total, these transactions
resulted in net cash proceeds to the Company of approximately $419
million.
Spirit and Pratt & Whitney have been in negotiations regarding fair
compensation for the financial damages related to the geared turbo
fan (GTF) neo engine availability issues. Discussions with Pratt
have progressed considerably since October, and while no agreement
has been reached to date, the Company believes the amount of
compensation it will receive will be a significant source of
liquidity over the next couple of years.
The Company is also assessing options to refinance its 2025 debt
maturities, including the $1.1 billion of aggregate principal
amount of 8.00% Senior Secured Notes.
For the first quarter 2024, the Company estimates capacity growth
will be up 1 to 2 percent year over year.
Spirit plans to conduct a conference call to discuss fourth-quarter
results and its forward outlook on February 8, 2024.
The Merger Agreement between Spirit and JetBlue and Sundown
Acquisition Corp., wholly owned subsidiary of JetBlue, dated July
28, 2022 remains in full force and effect.
On January 16, 2024, Spirit Airlines, Inc. and JetBlue Airways
Corporation issued a joint statement announcing (i) that the United
States District Court for the District of Massachusetts (the
"Court") has granted the U.S. Department of Justice's request for a
permanent injunction against the proposed merger of Spirit and
JetBlue and (ii) that JetBlue and Spirit are reviewing the Court's
decision and evaluating next steps.
Spirit has stated that it disagrees with the U.S. District Court's
ruling and continues to believe that a combination with JetBlue is
the best opportunity to increase much needed competition and choice
by bringing low fares and great service to more customers in more
markets while enhancing their ability to compete with the dominant
U.S. carriers. JetBlue's termination of the Northeast Alliance and
commitment to significant divestitures have removed any reasonable
anti-competitive concerns that the Department of Justice raised.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at
http://tinyurl.com/2p9u7w55
About Spirit Airlines
Spirit Airlines Inc. is a major United States ultra-low cost
airline headquartered in Miramar, Florida, in the Miami
metropolitan area.
In September 2023, Fitch Ratings has revised the Rating Outlook for
Spirit Airlines to Negative from Stable and affirmed Spirit's
Long-term Issuer Default Rating at 'B+'. Fitch has also affirmed
Spirit IP Cayman Ltd.'s and Spirit Loyalty Cayman Ltd.'s senior
secured debt at 'BB+'/'RR1'.
On Jan 22, 2024, S&P Global Ratings lowered its issuer credit
rating on Spirit
Airlines Inc. to 'CCC+' from 'B'. S&P also lowered its ratings on
Spirit's enhanced equipment trust certificates (EETCs) in line with
the lower issuer rating. The negative outlook reflects S&P's view
that Spirit's capital structure is vulnerable and dependent on
favorable market conditions or a significant improvement in its
financial performance to address its upcoming debt maturities.
Additionally, on Jan 25, 2024, Moody's Investors Service downgraded
its ratings of Spirit Airlines, Inc. ("Spirit"), including the
corporate family rating to Caa2 from Caa1 and probability of
default rating to Caa2-PD from Caa1-PD. Moody's also downgraded the
backed senior secured rating assigned to Spirit IP Cayman Ltd.'s 8%
senior notes, which are secured by the company's loyalty program
and brand IP ("Notes"), to Caa2 from B2. The speculative grade
liquidity rating ("SGL") remains unchanged at SGL-3 and the rating
outlook remains negative.
STARR CLEANING: Unsecured Creditors to Split $91K over 60 Months
----------------------------------------------------------------
Starr Cleaning Services, LLC, filed with the U.S. Bankruptcy Court
for the District of Arizona a Plan of Reorganization under
Subchapter V dated January 23, 2024.
Starr contracts to clean carpet, tile and upholstery with truck
mounted units. These hot water extraction units are designed
specifically for cleaning floors and upholstery.
This Plan of Reorganization proposes to pay the creditors of the
Debtor from its net disposable earnings.
Class 13 consists of General Unsecured Claims. All non-insider
allowed and approved claims under this Class shall be paid their
allowed claims from all funds available for distribution as set
forth in the Disbursement Schedule. The projected dividend is to be
paid over a period of 60 months, commencing in month 1 of the Plan.
This Class is impaired. The allowed unsecured claims total
$495,444.69. This Class will receive a distribution of $91,469.34
of their allowed claims.
The Debtor may pre-pay any amounts due any creditor in this Class
prior to the due dates in the Plan of Reorganization without
penalty and without prior notice or Court approval unless otherwise
provided for in the Plan of Reorganization.
Equity Holder shall retain its shareholder/membership interest in
the Debtor and the Debtor shall retain all legal and equitable
interest in assets of this estate as all reconciliation issues have
been met.
This is a 60-month Plan with a total projected Plan yield of
approximately $270,000.00. The total projected yield includes
payment of Administrative Claimants. Debtor agrees that it will
make payments of not less than $270,000.00 over the life of the
Plan represents the Debtor's projected disposable income for that
time period as required under the Code.
A full-text copy of the Plan of Reorganization dated Jan. 23, 2024
is available at https://urlcurt.com/u?l=rJekhx from
PacerMonitor.com at no charge.
Attorney for Debtor:
Allan D. NewDelman, Esq.
ALLAN NEWDELMAN, P.C.
80 East Columbus Avenue
Phoenix, AZ 85012
Tel: (602) 264-4550
Email: anewdelman@adnlaw.net
About Starr Cleaning Services
Starr Cleaning Services, LLC, contracts to clean carpet, tile and
upholstery with truck mounted units.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 2:23-bk-07844-EPB) on
Nov. 1, 2023. In the petition signed by Austin Arrow, member, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Eddward P. Ballinger Jr. oversees the case.
Allan D. NewDelman, Esq., is the Debtor's legal counsel.
STL HOLDING: Moody's Upgrades CFR & Senior Unsecured Notes to B1
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
STL Holding Company LLC ("DSLD Homes") to B1 from B2, its
probability of default rating to B1-PD from B2-PD and the rating on
the senior unsecured notes to B1 from B2. The ratings outlook is
maintained at stable.
"DSLD Homes' upgrade reflects Moody's expectation that the company
will continue to reduce its exposure to Louisiana through targeted
growth in adjacent states, while maintaining a conservative
financial policy. Moody's expect DSLD Homes will maintain its debt
to book capitalization between 35-40% through housing cycles as
well as maintain good liquidity," said Griselda Bisono, Moody's
Vice President-Senior Analyst. The stable outlook reflects Moody's
expectation that the low supply of existing homes for sale will
support DSLD Homes' growth objectives. The stable outlook also
reflects maintenance of a conservative capital structure.
RATINGS RATIONALE
The B1 CFR reflects DSLD Homes' asset-lite business model that
helps minimize the company's land and home impairment risk through
cycles. The rating also considers the company's focus on
entry-level and first-time move-up buyers, which are segments that
continue to demonstrate solid demand amid limited inventory
availability. DSLD Homes' rating is further supported by strong
credit metrics, including low leverage and strong interest
coverage. These factors are offset by DSLD Homes' small size and
scale, high geographic concentration in the state of Louisiana and
low level of tangible net worth. Moody's expects DSLD Homes will
slowly improve its geographic diversification through expansion in
new markets in Texas and Florida. Other factors influencing the
rating include stretched home affordability for consumers due to
higher mortgage interest rates relative to two years ago and
overall lower consumer sentiment, which will continue to negatively
impact builder margins.
Moody's expects DSLD Homes to maintain good liquidity over the next
12-18 months, supported by a strong unrestricted cash balance in
excess of $150 million and modest, but positive, free cash flow
over this time horizon. Liquidity is supported by a $75 million
unsecured credit facility, with the commitment size subject to a
borrowing base calculation. Moody's expect the company to draw on
this facility from time to time to support working capital needs.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade for DSLD Homes will hinge on meaningful expansion
of scale, geographic and product diversity. In addition, an upgrade
would require maintenance of debt to total capitalization below
45%, EBIT interest coverage maintained above 4.5x and gross margin
in line with sector averages. A ratings upgrade would also reflect
maintenance of good liquidity while broader industry conditions
remain favorable.
The ratings could be downgraded if debt to total capitalization
exceeds 50%, EBIT interest coverage drops below 3.0x or if the
company's liquidity weakens. Also, a downgrade could result from
weakening industry conditions causing meaningful revenue and gross
margin declines that result in net losses and impairments.
The principal methodology used in these ratings was Homebuilding
and Property Development published in October 2022.
DSLD Homes is a private homebuilder focused on the construction of
entry-level homes predominantly in the Gulf Coast region of the
United States. The company operates in Louisiana, Alabama,
Mississippi, Florida and Texas. Total revenues for the twelve month
period ended September 30, 2023 was about $900 million.
T&J OF BROOKSVILLE: Seeks to Tap Kantaskas Law as Special Counsel
-----------------------------------------------------------------
T&J of Brooksville, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Kantaskas Law PA
as its special counsel.
The firm will continue to represent the Debtor in a litigation
against Snell Isle Realty, LLC, Harshadrai Mistry, Beth Beshai, and
Beshai Properties, LLC in connection with the sale of the Oaks
Mobile Home Park to the Debtor.
Prior to the petition date, the Debtor paid a total of $12,500.
J. Derek Kantaskas, Esq., president of Kantaskas Law, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
J. Derek Kantaskas, Esq.
Kantaskas Law PA
2202 N. West Shore Blvd., Ste. 200
Tampa, FL 33607
Telephone: 813) 997-9424
Email: Derek@kantaskaslaw.com
About T&J of Brooksville
T&J of Brooksville, LLC is the owner and lessor of residential
buildings and dwellings located at 626 South Broad St.,
Brooksville, Fla. The properties are valued at $1.30 million.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05076) on Nov. 9,
2023, with $1,320,754 in assets and $3,735,057 in liabilities. Tom
May, authorized member, signed the petition.
Judge Catherine Peek McEwen oversees the case.
The Debtor tapped Andrew Wit, Esq., at Wit Law, PLLC as bankruptcy
counsel and J. Derek Kantaskas, Esq., at Kantaskas Law PA as
special counsel.
TBD RESTAURANTS: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: TBD Restaurants, LLC
DBA Napoli Pizza
1275 W. Warm Springs Rd. #100-110
Henderson, NV 89014
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
District of Nevada
Case No.: 24-10386
Debtor's Counsel: James T. Leavitt, Esq.
LEAVITT LEGAL SERVICES, P.C.
601 S. 6th Street
Las Vegas, NV 89101
Tel: (702) 385-7444
Fax: (702) 925-7444
Email: jamestleavittesq@gmail.com,
leavittecf@gmail.com
Total Assets: $4,079,600
Total Liabilities: $431,000
The petition was signed by Hagop (Jacob) Tchamanian as managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/P7V4OGY/TBD_RESTAURANTS_LLC__nvbke-24-10386__0001.0.pdf?mcid=tGE4TAMA
TEGNA INC: BlackRock Reports 13.3% Equity Stake
-----------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of December 31, 2023, it
beneficially owned 26,159,657 shares of TEGNA, Inc.'s Common Stock,
representing 13.3% of the shares outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/2388hh64
About TEGNA
Headquartered in Virginia, TEGNA Inc. is a broadcasting, digital
media and marketing services company. As of Sept. 30, 2023, TEGNA
has $7.20 billion in total assets and $4.22 billion in total
liabilities.
Egan-Jones Ratings Company on August 10, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by TEGNA Inc.
THRIVE PET: Moody's Lowers CFR to Caa1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded Thrive Pet Healthcare's,
Corporate Family Rating to Caa1 from B3 and Probability of Default
Rating to Caa1-PD from B3-PD. Moody's also downgraded the company's
senior secured first lien bank credit facilities rating to B3 from
B2. The outlook is changed to stable from negative.
The ratings downgrade is primarily driven by the company's
underperformance to Moody's expectations, including Moody's
estimate that the company will miss its EBITDA budget by over -20%
in the year ending December 31, 2023. As a result, debt to EBITDA
remains at unsustainable levels (above 10x on Moody's-adjusted
basis as of September 30, 2023) with persistent negative free cash
flow. Furthermore, Moody's believes Thrive's long-term ability to
generate positive free cash flow is uncertain in light of continued
labor pressure at its specialty veterinarian facilities, as well as
idiosyncratic operational headwinds. While the company has taken
several targeted actions to improve operations and profitability
metrics - such as headcount initiatives, targeted pricing actions,
and replacing its management team - Thrive continues to see
negative pressure on transaction volumes, most recently with a -7%
decline in transactions in the quarter ending September 30, 2023.
While the new management team may be able to drive earnings
improvement over the next 12-18 months through initiatives such as
more sophisticated pricing techniques and additional cost
efficiencies, it is unclear if these actions will improve metrics
to allow Thrive to cover its fixed charges.
Governance risk considerations factor into the rating action.
Thrive's G-5 score (previously G-4) reflects the company's
aggressive financial policies under private equity ownership, as
well as the company's track record of substantially underperforming
its earnings and cash flow budget over the past two years. The new
management team would need to rebuild the company's credibility and
track record over a prolonged period to mitigate these governance
considerations.
RATINGS RATIONALE
Thrive's Caa1 CFR broadly reflects its very high pro forma debt-to
EBITDA at over 10 times (on Moody's adjusted basis) as of September
30, 2023. Since 2022, Thrive has been materially impacted by
earnings headwinds related to labor inflation and availability,
resulting in a low adjusted EBITDA margin that Moody's expects to
be below 12% in FY2023. The rating is also constrained by event and
financial policy risks. While Thrive has paused acquisition
activity in the near-term as it focuses on performance improvement
initiatives, Moody's expects that the company will maintain an
aggressive acquisition strategy under private equity ownership
longer-term, if the company is successful in turnaround efforts.
Thrive's rating is supported by certain recurring revenues in the
favorable animal health end-market, good diversification by
geography and facility type, and meaningful scale.
Liquidity is adequate, supported by $207 million of cash and an $80
million undrawn senior secured first lien revolving credit facility
as of September 30, 2023. Moody's notes that effective availability
of the revolver is below $30 million, as the company would not be
in compliance with its springing first lien net leverage covenant
(8.56x as of September 30, 2023 vs. 7.93x permitted) if more than
35% of the facility is drawn. Moody's projects that the company
will continue to experience an annualized free cash flow deficit of
at least $40 million over the next 12-18 months, in addition to
mandatory amortization requirements.
Thrive's CIS-5 (previously CIS-4) indicates that the rating is
lower than it would have been if ESG risk exposures did not exist
and that the negative impact is more pronounced than for issuers
scored CIS-4. Governance considerations (G-5, previously G-4)
incorporate Thrive's aggressive financial policies under private
equity ownership, including its historical rapid pace of
debt-funded acquisitions with an all floating-rate debt capital
structure. At the same time, governance risks reflect the company's
material underperformance to its earnings and cash flow budget
since 2022. The score also reflects Thrive's exposure to social
risks (S-4), primarily due to human capital, as Thrive is reliant
upon a highly specialized workforce that exposes the company to
elevated risks from labor supply and/or inflationary pressures.
The stable outlook reflects Moody's view that Thrive's adequate
liquidity will allow it to absorb ongoing free cash flow burn over
the next 12-18 months, while the company continues to implement
performance improvement initiatives aimed at deleveraging.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if earnings further deteriorate,
which would incorporate unsuccessful results from performance
improvement initiatives. Ratings could also be downgraded if
liquidity further weakens. Specifically, a weakening of liquidity
would include a larger free cash flow deficit, and/or a significant
reduction in its cash balance. Finally, ratings could be downgraded
if the probability of default, including by way of a transaction
that Moody's would deem a distressed exchange, were to rise.
The ratings could be upgraded if new management illustrates
sustained performance improvement over several quarters, including
higher earnings amid ongoing labor pressure. Additionally, an
upgrade would be dependent on Thrive establishing a clear
trajectory to positive free cash flow generation as supported by a
sustained performance track record, with liquidity remaining
adequate.
Headquartered in Austin, Texas, Thrive Pet Healthcare is a national
veterinary hospital consolidator, offering a full range of medical
products and services. The company operates general, specialty and
emergency practice facilities. It also operates a membership
organization for veterinary practice owners, Veterinary Growth
Partners (VGP), which supports over 7,000 affiliated and
unaffiliated member hospitals, throughout the United Sates. The
company generated revenues of over $1.2 billion for the twelve
months ended September 30, 2023. Thrive is majority owned by
private equity firm TSG Consumer Partners.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TIMBER PHARMACEUTICALS: Completes Sale of Assets to LEO
-------------------------------------------------------
Timber Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed
with the Securities and Exchange Commission that on January 22,
2024, the U.S. Bankruptcy Court for the District of Delaware
entered an order authorizing the Asset Sale pursuant to the terms
of the Stalking Horse Agreement. Accordingly, the Company, and
certain of its subsidiaries (collectively with the Company, the
"Debtors") and the buyers closed the Asset Sale contemplated by the
Stalking Horse Agreement, thereby completing the disposition of
substantially all of the assets of the Company and its
subsidiaries, including TMB-001.
As previously disclosed, on November 17, 2023, in connection with
the Chapter 11 Case, the Debtors, LEO Pharma A/S and LEO Spiny
Merger Sub, Inc., a Delaware corporation and direct, wholly-owned
subsidiary of LEO US Holding, Inc., a Delaware corporation
(collectively with LEO Pharma A/S and LEO Spiny Merger Sub, Inc.,
"LEO") entered into a "stalking horse" asset purchase agreement.
Pursuant to the terms of the Stalking Horse Agreement. the Debtors
agreed to sell substantially all of the assets of the Company and
its subsidiaries, including TMB-001, to LEO (the "Asset Sale"), for
a purchase price of $14.35 million (the "Purchase Price") plus the
assumption of certain liabilities, subject to approval by the
Bankruptcy Court and other agreed-upon conditions.
Upon the closing of the Asset Sale, the Purchase Price was paid by
LEO, inter alia, through a credit bid of all outstanding
obligations owed under the DIP Loan Agreement (as defined in the
Stalking Horse Agreement) in the principal amount of $13.9 million
(plus outstanding interest and fees owed thereunder). Accordingly,
as of the closing of the Asset Sale, the DIP Loan Agreement was
deemed satisfied and paid in full.
Furthermore, effective as of the closing of the Asset Sale, each of
John Koconis, Chief Executive Officer, President and Chairman of
the Board, and Joseph Lucchese, Chief Financial Officer, Treasurer
and Secretary, resigned from their respective executive officer and
other employment positions they held with the Company and the
Company's subsidiaries, as applicable, and assumed employment
positions with LEO Spiny Merger Sub, Inc.
Similarly, Alan Mendelsohn, Chief Medical Officer, as of the
closing of the Asset Sale, no longer serves as Chief Medical
Officer of the Company and any other positions with the Company's
subsidiaries, as applicable and has been offered employment with
LEO Spiny Merger Sub, Inc.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber Pharmaceuticals, Inc., and affiliates Timber Pharmaceuticals
LLC and BioPharmX Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 23-11878) on Nov. 17, 2023. Timber Pharmaceuticals,
Inc., disclosed total assets of $3,326,213 against total debt of
$5,947,297.
The Debtors tapped Morris, Nichols, Arhst & Tunnell LLP as
bankruptcy counsel; Lowenstein Sandler LLP as special counsel; and
VRS Restructuring Services LLC to provide a chief restructuring
officer.
Counsel to the DIP Lender, LEO US Holding, Inc., are Covington &
Burling LLP and Cole Shotz P.C.
TITAN CONCRETE: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Titan Concrete, Inc. to use cash collateral on an
interim basis, in accordance with the budget.
The Debtor has no traditional secured lender with a lien on
substantially all assets with whom to negotiate the potential use
of cash collateral order. In fact, a Uniform Commercial Code lien
search did not reveal any creditor with a properly perfected
security interest in the Debtor's cash.
Instead, on July 17, 2023, the Debtor entered into what could be
characterized as a factoring arrangement with Panthers Capital,
wherein Panthers Capital provided $1.6 million in funds to the
Debtor in exchange for $2.240 million in future accounts
receivable. The Debtor has begun initial settlement discussions
with Panthers Capital in an attempt to reach a consensual interim
resolution, but only recently started those conversations after the
Petition Date.
The Debtor is directed to maintain money received from operations
and cash collateral in a debtor-in possession operating account for
the Debtor. The Debtor will use funds received from operations to
pay expenses reasonably consistent with the Budget.
A final hearing on the matter is set for March 12, 2024 at 9 a.m.
A copy of the order is available at https://urlcurt.com/u?l=ntsTVT
from PacerMonitor.com.
About Titan Concrete
Titan Concrete, Inc., a company in Carmel, N.Y., provides concrete
and ready-mix services to commercial, industrial, residential and
homeowner customers.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35835) on Oct. 4,
2023, with $1 million to $10 million in both assets and
liabilities. Samuel Dawidowicz serves as Subchapter V trustee.
Judge Cecelia G. Morris oversees the case.
Jeremy R. Johnson, Esq., at Polsinelli, PC represents the Debtor as
legal counsel.
Klestadt Winters Jureller Southard & Stevens, LLP and HBM
Management Associates, LLC serve as the Debtor's bankruptcy and
restructuring advisor, respectively. Marc Ross and Harry Malinowski
of HBM serve as chief restructuring officers.
TMS INTERNATIONAL: Moody's Affirms B2 CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed TMS International Corp.'s (TMS
or TMS International) ratings, including its B2 corporate family
rating, B2-PD probability of default rating, B1 rating on its
senior secured term loan B4 and Caa1 rating on its senior unsecured
notes. The ratings outlook remains stable.
RATINGS RATIONALE
TMS International's B2 corporate family rating is supported by its
strong market position and regional diversity, downside protection
afforded by its long-term contracts when volumes decline and its
highly-variable cost structure. It also reflects the high margins
generated by its Industrial and Environmental Services Group and
its good liquidity. TMS International's credit profile is
constrained by its somewhat weak interest coverage, reliance on the
highly cyclical steel sector, an inability to fully pass through
rising costs and its inconsistent free cash generation due to
potential dividend payments and periodic capital spending at new
mill sites in advance of cash flow generation from those sites. It
also reflects its recent more aggressive financial policies
including the debt funded acquisitions of Stein, LLC in December
2020 and Kent Environmental in January 2021 for a combined purchase
price of $166.5 million and the payment of shareholder dividends in
2021-2022.
After a challenging 2022, characterized by material inflationary
cost pressures and limited cost pass throughs, TMS International's
performance stabilized in 2023 leading to a modest increase in
Moody's-adjusted EBITDA of $173 million in the LTM ended September
30, 2023 from $170 million in 2021. Pricing adjustments in the IESG
segment helped TMS compensate for lower customer production
volumes, lower sales of raw materials and higher operating costs.
However, free cash flow remained negative in 2023, which along with
interest expense mitigation initiatives, led the company to
increase its borrowings under the ABL facility. Moody's anticipate
that TMS' operating performance will improve modestly in 2024 with
the Moody's-adjusted EBITDA rising to the range of $175 million -
$180 million, driven by the full-year contribution from recently
signed new contracts and incremental margin improvement from
additional pricing adjustments. That said, the recent emergence of
Phoenix Services from the bankruptcy with a substantially lower
debt level will create a more competitive market environment for
TMS and other steel mill services companies.
Moody's expect TMS to generate moderate positive free cash flow in
2024 and use it to reduce the ABL borrowings, which should lead to
slight improvement in leverage, to about 5x, and the interest
coverage ratio to 1x in 2024 from 5.3x and 0.8x, respectively, as
of September 30, 2023. While Moody's expect the company to utilize
its free cash flow to pay down debt, additional acquisitions and
shareholder dividends remain a risk. If the company's operating
performance fails to improve or it continues to use free cash flow
to fund dividends rather than debt repayments, then an outlook
change or a downgrade could be considered.
The company's metrics are somewhat weak for the B2 rating. However,
the company is analyzed under Moody's steel industry methodology
which calculates the interest coverage ratio utilizing EBIT instead
of EBITDA. This assumes that most steel producers will spend an
amount equal to their depreciation and amortization on capital
expenditures in this capital-intensive sector, which is typically
not the case for TMS as it spends an amount that is closer to its
depreciation expense excluding growth investments. Therefore, its
interest coverage is more accurately measured using
EBITA-to-Interest, which was 1.1x during the LTM period ended
September 30, 2023.
TMS has a good liquidity profile, as of September 30, 2023, with
$21 million of unrestricted cash and about $78 million available
under its recently upsized $175 million asset-based revolving
credit facility, net of $74 million of borrowings outstanding and
$21.3 million in letters of credit. The eligible accounts
receivable and inventory that comprise the collateral under the ABL
facility supported a gross borrowing base of $171.6 million.
Instrument-level ratings on the term loan and unsecured notes
reflect their relative position in the company's capital structure.
The B1 rating on the senior secured term loan reflects its first
priority lien on fixed assets and second priority lien on accounts
receivables and inventory. The ABL has a first lien on the latter
collateral. The Caa1 rating on the senior unsecured notes reflects
effective subordination to the secured debt in the company's
capital structure. The rated instruments benefit from guarantees
from the parent company and all material wholly-owned subsidiaries,
but do not have guarantees from international subsidiaries. The
international subsidiaries have grown in size in recent years as
the company has expanded in these geographies.
The stable ratings outlook reflects the expectation that TMS
International's operating performance will moderately improve in
2024 and its credit metrics will remain commensurate with the
rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
TMS International's ratings are not likely to experience upward
pressure in the near term. However, the ratings would be considered
for an upgrade if the company achieves substantially improved
operating results and credit metrics. This would include
maintaining a leverage ratio (Debt/EBITDA) below 4.5x and cash flow
from operations less dividends above 13% of outstanding debt.
The ratings would be considered for a downgrade if the company
experiences a material reduction in borrowing availability or
liquidity, or if its leverage ratio is sustained above 5.5x or cash
flow from operations less dividends below 10% of outstanding debt.
TMS International Corp., headquartered in Pittsburgh, PA., provides
on-site steel mill services such as scrap management and
preparation, semi-finished and finished material handling, metal
recovery, slag handling, processing and sales, surface
conditioning, raw materials procurement and logistics and raw
material cost optimization. Through its Kent Environmental
subsidiary, it also provides transportation and recycling, hydro
excavation, vacuum and container management services for the
industrial, chemical and petrochemical sectors. TMS International
generated $1.94 billion in revenues for the twelve months ended
September 30, 2023. TMS has been owned by The Pritzker Organization
since late 2013.
The principal methodology used in these ratings was Steel published
in November 2021.
TNT CYBER: Hires Turner Legal Group LLC as Legal Counsel
--------------------------------------------------------
TNT Cyber Solutions, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nebraska to employ Turner Legal Group,
LLC as counsel.
The firm's services include:
a. providing the Debtor with legal advice, representing the
Debtor and preparing necessary documents in the areas of
restructuring and bankruptcy;
b. advising the Debtor with respect to its powers and duties
in the continued management and operation of its businesses and
properties;
c. attending meetings and negotiating with creditors and other
parties in interest;
d. taking all necessary action to protect and preserve the
Debtor's assets, including the prosecution of actions on behalf of
the estate, the defense of any actions commenced against the
estate, negotiations concerning litigation in which the Debtor may
be involved, and objections to claims filed against the estate;
e. preparing or coordinating preparation of legal documents
necessary to administer the estate;
f. taking any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
g. representing the Debtor in connection with any potential
post-petition financing;
h. appearing before the bankruptcy court, appellate courts and
any other courts; and
i. providing other necessary legal services related to the
Debtor's Chapter 11 case.
The firm will be paid at the rate of $315 per hour and will be
reimbursed for out-of-pocket expenses incurred. The retainer fee is
$12,000.
Patrick Turner, Esq., an attorney at Turner Legal Group, disclosed
in a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Patrick Turner, Esq.
TURNER LEGAL GROUP, LLC
139 S. 144th Street, Suite 665
Omaha, NE 68010
Tel: (402) 690-3675
Email: pturner@turnerlegalomaha.com
About TNT Cyber Solutions, LLC
TNT Cyber Solutions, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Neb. Case No. 23-41217) on December 21, 2023, disclosing
under $1 million in both assets and liabilities.
The Debtor is represented by TURNER LEGAL GROUP, LLC.
TOTAL AUTO: Wins Cash Collateral Access Thru Feb 16
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, authorized Total Auto Financing LLC to use
cash collateral, on an interim basis, in accordance with the
budget, through February 16, 2024.
American Credit Acceptance, LLC and Auto Finance Corporation assert
an interest in the Debtor's cash collateral.
As adequate protection under 11 U.S.C. Section 361 of the
Bankruptcy Code, ACA and AFC will receive interest payments from
the Debtor at the non-default rate of interest. AFC will receive
interest payments as funds are received.
The Debtor is ordered to maintain separate debtor-in-possession
accounts for ACA and AFC so that all funds received from retail
installment sales contracts in which ACA has a security interest
and in which AFC has a security interest are not commingled. In
addition, the Debtor will maintain at least one additional DIP
account for its operating funds.
A continued hearing on the matter is set for February 13 at 11 am.
A copy of the order is available at https://urlcurt.com/u?l=Y3btod
from PacerMonitor.com.
About Total Auto Financing LLC
Total Auto Financing LLC is in the business of automotive finance
for sub-prime car purchasers using retail installment contracts.
The Debtor was formed by two brothers- Elshan Bayramov and Babak
Bayramov - on September 28, 2020. It provides loan portfolio
management services for a $48 million loan portfolio employing 8
persons in the United States and 8 persons in the Bayramovs' native
country of Azerbaijan.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11867) on November 15,
2023. In the petition signed by Elshan Bayramov, member-manager,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge Brian F. Kenney oversees the case.
Martin C. Conway, Esq., at Conway Law Group, PC, represents the
Debtor as legal counsel.
UBO-TECHNOLOGIES: To Seek Plan Confirmation on Feb. 29
------------------------------------------------------
Ubo-Technologies, LLC, sought and obtained approval of its motion
to conditionally approve its Disclosure Statement and approve
procedures for notice, solicitation and balloting, and set
confirmation hearing and procedures.
The hearing to consider confirmation of the Plan and final approval
of the Disclosure Statement is slated for Feb. 29, 2024, at 1:30
p.m. at C. Clyde Atkins U.S. Courthouse, 301 N Miami Ave Courtroom
8 (LMI), Miami, FL 33128.
Objection to confirmation of the Plan are due Feb. 26, 2024.
The deadline to object to claims is Feb. 15, 2024.
The Debtor proposes to set procedures for the confirmation of its
recently filed Plan without delay.
Pursuant to s 1125(f)(3) of the Bankruptcy Code, in a small
business case "the court may conditionally approve a disclosure
statement subject to final approval after notice and a hearing." 11
U.S.C. Sec. 1125(f)(3).
The Disclosure Statement and Plan contain "adequate information"
considering the nature of the Debtor's small business case. The
Debtor believes that separate hearings on disclosure will create
unnecessary delay and expenses related to the confirmation of the
Plan and will provide no additional benefit to creditors. In
addition, Debtor asserts that creditors will have sufficient notice
and disclosure of the terms of the Plan in which to consider the
terms of the Plan, cast their votes, and assert any objections
prior to confirmation.
Counsel for the Debtor:
Chad Van Horn, Esq.
Julia Osmolia, Esq.
VAN HORN LAW GROUP, P.A.
500 N.E. 4th Street, Suite 200
Fort Lauderdale, FL 33301
Telephone: (954) 765-3166
Facsimile: (954) 756-7103
E-mail: chad@cvhlawgroup.com
julia@cvhlawgroup.com
About Ubo-Technologies
Ubo-Technologies, LLC, manufactures water bottles. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 23-12848) on April 13, 2023. In the
petition signed by Rakesh Guduru, founder and CEO, the Debtor
disclosed $327,181 in assets and $2,521,279 in liabilities.
The Hon. Bankruptcy Judge Laurel M. Isicoff oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group, P.A., is the Debtor's
legal counsel.
UNIQUE FITNESS: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------
Debtor: Unique Fitness Concepts, LLC
276 Noble Circle
Vernon Hills, IL 60061
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 24-01183
Judge: Hon. Jacqueline P Cox
Debtor's Counsel: Nathan E. Delman, Esq.
HORWOOD MARCUS BERK CHARTERED
500 W Madison St Suite 3700
Chicago, IL 60661
Email: ndelman@hmblaw.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Harvey Reich as president.
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/UCDFL3Y/Unique_Fitness_Concepts__LLC__ilnbke-24-01183__0001.0.pdf?mcid=tGE4TAMA
URBAN EMPIRE: Seeks to Hire Houston Roderman as Bankruptcy Counsel
------------------------------------------------------------------
Urban Empire, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Houston Roderman, PLLC
as its bankruptcy counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in connection with its Chapter 11 case;
(b) advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's operating guidelines,
reporting requirements and with the bankruptcy code, the federal
rules of bankruptcy procedure, applicable bankruptcy rules,
including local rules, pertaining to the administration of the
case;
(c) prepare legal documents;
(d) negotiate with creditors, prepare and seek confirmation of
a plan of reorganization and related documents, and assist the
Debtor with implementation of any plan;
(e) review executory contracts and unexpired leases, if any;
(f) negotiate and document any financing matters;
(g) advise the Debtor regarding immediate litigation issues;
(h) protect the interest of the Debtor in all matters pending
before the court; and
(i) undertake the filing and prosecution of any claims or
actions against creditors or other third parties.
The hourly rates of the firm's professionals are as follows:
Bart Houston $595
Associates $450
Paraprofessionals $150
The firm received a retainer in the total amount of $30,000 from
the Debtor.
Bart Houston, Esq., an attorney at Houston Roderman, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Bart A. Houston, Esq.
Houston Roderman, PLLC
633 S. Andrews Ave., Suite 500
Ft. Lauderdale, FL 33301
Telephone: (954) 900-2615
Facsimile: (954) 839-9068
Email: bhoouston@thehooustonfirm.com
About Urban Empire
Urban Empire, LLC, a company in Fort Lauderdale, Fla., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 23-20876) on December 29, 2023, with $1
million to $10 million in both assets and liabilities. Jaykaran
Kambo, manager, signed the petition.
Judge Scott M. Grossman oversees the case.
Bart A. Houston, Esq., at Houston Roderman, PLLC represents the
Debtor as legal counsel.
VENTURE GLOBAL: S&P Rates $5.92BB Outstanding Senior Notes 'BB+'
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' rating on Venture Global
Calcasieu Pass LLC's (VGCP) $5.92 billion outstanding senior
notes.
The recovery rating on the debt remains '2', indicating our
expectation of substantial (70%-90%; rounded estimate: 75%)
recovery in a default scenario.
The outlook on the rating remains positive and reflects our
expectation of raising the rating once the project successfully
passes the 90-day lender reliability test (LRT) and declares the
commercial operations date (COD). We expect a minimum debt service
coverage ratio (DSCR) during operations of 1.41x.
Venture Global Calcasieu Pass is a 10-million metric ton per year
(MTPA) liquefaction facility on the Gulf Coast in Cameron Parish,
La. The project is under construction, with the facility declared
substantially complete as of Oct. 31, 2022. VGCP is unique because
its construction is modular, with liquefaction modules built in
overseas factories and fabrication yards. VGCP procures natural gas
for the conversion and subsequent sale of liquefied natural gas
(LNG). Once the project declares COD, it will sell LNG under
long-term take-or-pay sales and purchase agreements (SPA).
Key features include:
-- A 10-MTPA nameplate liquefaction facility on the U.S. Gulf
Coast;
-- Situated on approximately 1,000 acres of land with over 1.5
miles of deep-water frontage at the mouth of the Calcasieu shipping
channel adjacent to the Gulf of Mexico;
-- Eight marine offloading sites; and
-- Approximately $8 billion in capital deployed in support of this
project as of Sept. 30, 2023.
SPAs with 20-year terms (85%) with highly rated counterparties
eliminate the majority of market risk and support the credit
quality of the operations phase.
The project benefits from strong full-payment and credit guarantees
from highly rated construction counterparties and uncapped make
goods from Kiewit Corp. and Baker Hughes.
The chief risk to this project is the completion of the
construction phase and demonstration that the facility can produce
LNG consistently at or above nameplate capacity. This currently
requires repairs and remediation work S&P discuss below.
About 15% of capacity is contracted under shorter term three- and
five-year contracts, which exposes VGCP to market risk upon
expiration. Although we expect market prices to remain higher than
currently contracted prices, this would present a risk should spot
LNG prices deteriorate materially.
The chief risk during the operations phase is operational risk and
the ability to maintain production at or above 10 MTPA.
Largely bullet-style debt increases refinancing risk.
S&P said, "Due to reliability issues with on-site power, we now
expect the project to declare commercial operations in December
2024 or Q1 2025. Although all 18 trains are currently running at
close to full capacity and the project is exporting merchant
cargoes sold at LNG spot prices, VGCP has not yet passed the lender
reliability test or formally declared commercial operations mainly
due to defective heat recovery steam generators (HRSGs) in the
power island system. A root cause analysis by the project's
independent technical consultants found that the five HRSGs have
all experienced tube leaks due to a new welding process employed by
General Electric (GE). We expect GE to permanently replace these
faulty parts throughout 2024. In addition to the HRSG repairs,
further work was needed on the pretreatment system and LNG tanks as
well during 2023. The rectification and replacement work for HRSGs
1-5 constitutes a material delay of about two years to completion
of the project from our original expectations."
The project has notified lenders of a December 2024 target for Date
Certain (legally binding date in the contract). S&P notes the
possibility the LRT will be performed and completed after December
2024. Under this scenario, the LRT would need to be completed no
later than March 31, 2025, at which point S&P'd expect the project
to formally declare commercial operations and offtake contracts
would go into force.
S&P said, "Despite delays and arbitration proceedings, we do not
expect offtakers to move to terminate SPAs. In March 2023, the
project declared force majeure to remedy the aforementioned
operational issues. While multiple offtakers have filed arbitration
due to material delays in formally declaring COD and invoking the
SPAs, it is premature to make a determination on the potential
impact of the arbitration. At present, we still expect COD to be
declared once remediation work is complete, and we expect the SPAs
to go into force at that time. Based on current market
fundamentals, VGCP's offtake contracts are substantially in the
money for the counterparties, and we view it as very unlikely any
offtaker would terminate its SPAs.
"A strong contractual profile supports our expectations for stable
cash flows upon full commercial operations. Our view of the
project's credit quality primarily reflects its long-term,
take-or-pay liquefaction contracts with highly rated off-takers.
VGCP has 8.5 million MTPA contracted with Shell, BP, Repsol, PGNIG
(now Orlen), Edison, and Galp for 20-year terms. An additional 1
MTPA is contracted via a three-year intermediate-term take-or-pay
SPA with UNIPEC. The remaining 0.5 MTPA was contracted recently
with CNOOC Gas & Power Singapore Trading & Marketing PTE Ltd. for a
period of five years. We expect the project to recontract this 1.5
MTPA with highly rated counterparties as these contracts mature.
"Since we deem the revenue counterparties replaceable, we take a
weighted-average of the counterparty issuer credit ratings or
credit estimates based on the proportion of revenue to determine
the counterparty dependency assessment of 'a-' (which does not cap
the operations phase assessment). We do not model excess capacity
revenue above the 10 MTPA nameplate capacity of the plant. We
expect that any excess sales would be distributed to equity and
would not be used to repay debt. During operations, we expect high
utilization rates and DSCRs that exceed 1.4x in all years based on
contracted cash flow.
"We expect VGCP to fully deleverage over its 20-year contract tenor
with an average DSCR of 1.42x.We expect the project to have about
$5.8 billion of adjusted debt on its balance sheet at year-end
2024. Given that VGCP's projected cash flow available for debt
service remains largely fixed due to its long-term SPAs, we expect
the project to pay down debt through scheduled amortization on the
construction term loan and maintain strong DSCRs greater than 1.4x
throughout the life of the project. As the project's bonds mature,
we expect them to be refinanced into fully amortizing structures
that are repaid by 2044, the end of the contractual profile. We
also note that the project has about 97% of its construction term
loan facility hedged, insulating it from exposure to increasing
interest rates. However, the senior secured bonds tranches remain
exposed to refinancing risk in line with S&P Global Ratings
assumptions and high market interest rates.
"The positive outlook reflects our expectation of raising the
rating once the project passes the 90-day lender reliability test
and declares COD. While we expect the project to declare commercial
operations in the fourth quarter of 2024, we note that the scope of
work introduces uncertainty into the timeline. Further delays in
declaring COD would delay the timing of an investment-grade
rating.
"We could revise the outlook to stable if the project experienced
material operational issues in operating the facility at full
capacity such that achieving COD were further delayed or we
believed the facility would be unable to achieve COD.
"We would raise the rating once the project successfully passes the
90-day lender reliability test and formally declares COD. This
would require confidence that all mechanical issues are resolved
and the project can operate at full capacity according to the
expected technical specifications."
VENUS CONCEPT: EW Healthcare Partners, 8 Others Hold 50.9% Stake
----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, EW Healthcare Partners, L.P. and affiliated entities
reported beneficial ownership of shares of Venus Concept, Inc.'s
Common Stock.
Reporting Shares Beneficially Percent
of
Persons Owned Class
EW Healthcare Partners, L.P. 4,610,257
50.9%
EW Healthcare Partners-A, L.P. 4,610,257
50.9%
Essex Woodlands Fund IX-GP, L.P. 4,610,257
50.9%
Essex Woodlands IX, LLC 4,610,257
50.9%
Martin P. Sutter 4,610,257
50.9%
R. Scott Barry 4,610,257
50.9%
Ronald Eastman 4,610,257
50.9%
Petri Vainio 4,610,257
50.9%
Steve Wiggins 4,610,257
50.9%
According to Venus Concept's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and
Exchange Commission on November 14, 2023, the number of shares of
the Company's Common Stock outstanding on November 10, 2023 was
5,529,149 shares. For purposes of calculating the total outstanding
shares of Common Stock on the date of filing of this Amendment No.
10, the Reporting Persons have included 1,598,721 shares of Common
Stock issuable in connection with the Convertible Notes.
A full-text copy of the Report is available at
http://tinyurl.com/yjwf53av
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $43.58 million in 2022
compared to a net loss of $22.14 million in 2021. As of Sept. 30,
2023, the Company had $98.92 million in total assets, $110.30
million in total liabilities, and a total stockholders' deficit of
$12.17 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has reported recurring net losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Venus Concept said the Company's recurring losses from operations
and negative cash flows raise substantial doubt about the Company's
ability to continue as a going concern within 12 months from the
date that the unaudited condensed consolidated financial statements
were issued. The global economy, including the financial and
credit markets, has recently experienced extreme volatility and
disruptions, including increasing inflation rates, rising interest
rates, foreign currency impacts, declines in consumer confidence,
and declines in economic growth. All these factors point to
uncertainty about economic stability, and the severity and duration
of these conditions on the Company's business cannot be predicted,
and the Company cannot assure that it will remain in compliance
with the financial covenants contained within its credit
Facilities.
VIASAT INC: BlackRock Reports 9.1% Stake as of Dec. 31
------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A Report filed with the
U.S. Securities and Exchange Commission that as of December 31,
2023, it beneficially owned 11,375,968 shares of Viasat, Inc.'s
Common Stock, representing 9.1% of the shares outstanding.
A full-text copy of the Report is available at
http://tinyurl.com/395v6k67
About Viasat Inc.
Viasat, Inc., headquartered in Carlsbad, California, operates a
consumer satellite broadband internet business, an in-flight
connectivity business, and provides satellite and related
Communications, 0networking systems and services to government and
commercial customers. Inmarsat operates a satellite communications
network using L-band, Ka-band and S-band spectrum, and provides
voice and data services to customers on land, at sea and in the
air.
Egan-Jones Ratings Company, on November 15, 2023, retained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Viasat, Inc. EJR also withdraws rating on
commercial paper issued by the Company.
WESCO AIRCRAFT: February 22 Plan Confirmation Hearing Set
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the adequacy of the disclosure statement explaining the
modified first amended joint Chapter 11 plan of Wesco Aircraft
Holdings Inc. and its debtor-affiliates.
A preliminary status conference in relation to further
consideration of confirmation will be held on Feb. 22, 2024, at
4:00 p.m. (CST), solely by audio and video connection. Subject to
the outcome of the preliminary status conference, a hearing to
consider confirmation of the plan will be held on Feb. 27, 2024, at
9:00 a.m. (CST) before the Hon. Marvin Isgur in courtroom 404 at
515 Rusk Street, Houston, Texas 77002.
The deadline for filing objections and voting on the Plan or opting
out of the third-party releases is Feb. 15, 2024, at 5:00 p.m.
(CST).
As reported by the Troubled Company Reporter on Jan. 16, 2024,
Wesco Aircraft Holdings, Inc., et al., submitted a Modified First
Amended Joint Chapter 11 Plan and Disclosure Statement dated Jan.
11, 2024.
The Plan provides for a comprehensive financial restructuring (the
"Restructuring") that will eliminate approximately $2 billion of
net debt (plus unpaid interest) from their balance sheet. As a
result, Incora will emerge from chapter 11 (as the "Reorganized
Debtors") a stronger company, with a sustainable capital structure
that is better aligned with its expectations for growth.
The Debtors believe that the proposed Restructuring will provide
the Debtors with the capital structure and liquidity that they need
to flourish. Entering bankruptcy, the Debtors were overleveraged
and faced severe liquidity constraints. The Restructuring will
address those problems by eliminating approximately $2 billion in
net funded debt obligations, thereby reducing debt service and
eliminating near-term maturities. Furthermore, the rejection or
renegotiation of certain burdensome contracts during the Chapter 11
Cases will improve Incora's long term profit margins.
Throughout the Chapter 11 Cases, the Debtors have engaged in
negotiations with key creditor groups over the terms of a plan of
reorganization. Separate from and in addition to the Committee
Stipulation, the Debtors have entered into a Restructuring Support
Agreement with, among others, the members of the First Lien
Noteholder Group and the holders of more than two-thirds in
principal amount of the 1.25L Notes Claims and the Sponsor.
Pursuant to the Restructuring Support Agreement, those supporting
stakeholders have agreed to accept the proposed treatment of their
Claims and Interests under the Plan, to vote in favor of the Plan,
and not opt out of the Third-Party Releases. The holder of more
than two-thirds in principal amount of the 2027 Unsecured Notes
Claims has also, through the Restructuring Support Agreement agreed
to support the Plan and to withdraw its pending motion for standing
to pursue certain Causes of Action, but has not agreed to vote to
accept the Plan or to accept the Third Party Releases. The
Restructuring Support Agreement also provides for the payment of a
limited amount of professional fees and expenses for certain of the
supporting creditors.
Class 4 consists of all 1L Notes Claims. On the Effective Date,
each holder of an Allowed 1L Notes Claim shall receive (i) its Pro
Rata share of (A) $420,000,000 in principal amount of New Takeback
Notes and (B) 96.5% of the New Common Equity, subject to dilution
by any New Common Equity issued in respect of the Management
Incentive Plan, and (ii) the indemnification. As a component of the
Global Settlement, each holder of a Claim in Class 4 shall not
receive any distributions from the Settlement Distributions on
account of any deficiency claim in respect of such 1L Notes
Claims.
Class 5 consists of the 1.25L Notes Claims. The 1.25L Notes Claims
shall be Allowed (against all Debtors that are obligors in respect
of, including guarantors of, the 1.25L Notes) in the amount of
$535,859,414.03 (the aggregate principal amount and accrued but
unpaid interest thereon through the Petition Date), plus fees
through the Petition Date, and shall not include any amount on
account of "Applicable Premium," make-whole premium, call
protection, or other similar amounts or premiums. As a component of
the Global Settlement, holders of Claims in Class 5 shall not
receive any distributions on account of such 1.25L Notes Claims.
Class 7a consists of all General Unsecured Claims against one or
more Debtors. On the Effective Date (or as soon thereafter as
reasonably practicable in accordance with the resolution and
distribution provisions set forth herein), each holder of an
Allowed General Unsecured Claim shall receive its Pro Rata share of
the Settlement Equity Pool.
* The 2024 Unsecured Notes Claims shall be Allowed (against
all Debtors that are obligors in respect of, including guarantors
of, the 2024 Unsecured Notes) in the amount of $184,984,336.09 (the
aggregate principal amount and accrued but unpaid interest thereon
through the Petition Date), plus fees through the Petition Date,
and shall not include any amount on account of "Applicable
Premium," make-whole premium, call protection, or other similar
amounts or premiums.
* The 2026 Unsecured Notes Claims shall be Allowed (against
all Debtors that are obligors in respect of, including guarantors
of, the 2026 Unsecured Notes) in the amount of $353,557,970.20 (the
aggregate principal amount and accrued but unpaid interest thereon
through the Petition Date), plus fees through the Petition Date,
and shall not include any amount on account of "Applicable
Premium," make-whole premium, call protection, or other similar
amounts or premiums.
* The 2027 Unsecured Notes Claims shall be Allowed (against
all Debtors that are obligors in respect of, including guarantors
of, the 2027 Unsecured Notes) in the amount of $111,608,496.29 (the
aggregate principal amount and accrued but unpaid interest thereon
through the Petition Date), plus fees through the Petition Date,
and shall not include any amount on account of "Applicable
Premium," make-whole premium, call protection, or other similar
amounts or premiums.
Class 7b consists of all General Unsecured Convenience Claims.
Except to the extent previously paid during the Chapter 11 Cases or
such holder agrees to less favorable treatment (with the consent of
the Required Consenting 1L Noteholders, not to be unreasonably
withheld), each holder of an Allowed General Unsecured Convenience
Claim shall receive such holder's Pro Rata share of Cash in the
amount of the Settlement Cash Pool; provided that in no event shall
any holder of General Unsecured Convenience Claims receive more
than 10.00% of the Allowed amount of its General Unsecured
Convenience Claim.
The Reorganized Debtors shall fund distributions under the Plan
required to be paid in Cash, if any, with Cash on hand (including
Cash from operations and Cash received under the DIP Financing in
accordance with the DIP Documents and Cash received on the
Effective Date).
A copy of the Modified First Amended Joint Plan dated January 11,
2024, is available at https://urlcurt.com/u?l=34KXqP from
https://www.kccllc.net, the claims agent.
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to
$10billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped McDermott Will & Emery, LLP and Morrison
Foerster, LLP as its counsel; Piper Sandler & Co. as investment
banker; and Province, LLC as financial advisor.
WESTJET LOYALTY: Moody's Rates New $1BB Secured Term Loan 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has assigned Ba3 rating to WestJet
Loyalty LP's (WestJet Loyalty) proposed $1 billion senior secured
term loan B due in 2031 with a stable outlook. WestJet Airlines
Ltd.'s (WestJet) B2 corporate family rating, B2-PD probability of
default rating, B1 backed senior secured first-lien term loan B, B1
backed senior secured first-lien revolving credit facility, and
stable outlook have been reviewed in rating committee and remain
unchanged.
WestJet Loyalty plans to loan the proceeds of the proposed term
loan B issuance to WestJet, via intercompany loan. WestJet intends
to use the proceeds to repay a portion of the outstanding term loan
B and for general corporate purposes. WestJet Loyalty - the issuer
- is a new, wholly owned, indirect, bankruptcy-remote, special
purpose entity subsidiary of WestJet. WestJet and the newly created
special purpose entities (SPEs) – WestJet Loyalty Holding LP,
WestJet Brand Holding LP, and WestJet Brand LP - will
unconditionally guarantee WestJet Loyalty's debt obligations under
the term loan B agreement on a joint and several basis.
The proposed term loan B will be secured on first lien priority
basis by WestJet Rewards (WestJet's loyalty program) including the
intellectual property and customers data required to operate the
program, cash revenue from WestJet Rewards points issuance, and
WestJet's brand intellectual property. The proposed debt will also
be guaranteed and secured on first lien priority basis by WestJet's
equity interests in WestJet Loyalty, SPEs, license agreements, and
operating and collection accounts.
RATINGS RATIONALE
WestJet's B2 CFR benefits from a leading position in the
duopolistic Canadian air travel market, Moody's expectation that
financial leverage (debt/EBITDA) will improve to around 4.8x in
2024, improved profitability as it undergoes new narrow-body fleet
deliveries, and renewed focus as low-cost carrier with premium
leisure offerings.
The rating is constrained by execution risk with the integration of
its recently acquired Sunwing Airlines Inc. (Sunwing), emerging
low-cost carrier competition that could pressure air fares and
yields, and private equity ownership that could lead to shareholder
friendly transactions limiting cash flow available for
deleveraging.
WestJet has good liquidity through 2024. Sources of liquidity total
about of CAD1.7 billion compared to about CAD550 million of uses.
Pro forma for the transaction, sources are comprised of CAD1
billion of cash and cash equivalents (net of restricted cash and
minimum regulatory requirement for tour operators), full
availability under its $350 million (about CAD480 million) revolver
expiring in Dec 2024 (which Moody's expects it to be upsized to
$510 million and extended to 2029), and Moody's expectation of
about CAD200 million of positive free cash flow over the next four
quarters. These sources are sufficient to fund about CAD550 million
of mandatory annual debt and lease repayments over the next four
quarters. Sources of liquidity do not include WestJet's expectation
of completing sale and leaseback transactions for its future
aircraft deliveries or on existing aircraft, which if completed,
will provide additional liquidity. WestJet's existing term loan B
and revolver are secured by most of its assets and subject to a
collateral coverage test which the company is currently above the
minimum requirement. The proposed term loan B is subject to minimum
liquidity covenant of CAD300 million and Moody's expects the
company to remain compliant over the next 4 quarters.
The B1 ratings on WestJet's term loan B and revolver are rated one
notch above the CFR, reflecting its priority above the company's
trade payables despite constituting the bulk of the debt capital
structure. The term loan B and revolver have first lien security on
substantially all the material assets of the company, excluding
aircraft that secure Export Development Corporation (EDC) term
loans.
The Ba3 rating on the WestJet Loyalty's proposed term loan B
reflects the essentialness of WestJet's brand and related
intellectual properties for it to operate the business and the
importance of WestJet Rewards to the company's day-to-day
operations and cash flows. This view is balanced by a relatively
lower recovery of the collateral if WestJet faces liquidation
scenario, and the collateral assets are monetized to repay the
proposed debt. The Ba3 rating is two notches above WestJet's CFR
which reflects Moody's assumption of a lower probability of default
relative to the company's other secured debt obligations, which are
rated one notch lower at B1.
The stable outlook reflects Moody's expectation that WestJet will
be able to maintain good liquidity and improve its financial
leverage to below 5x and interest coverage toward 3x through 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if the company demonstrates good
track record of operating performance following Sunwing
acquisition, debt/EBITDA sustained below 5x, and (Funds from
operations plus interest)/interest is likely to approach 3.5x.
The ratings could be downgraded if liquidity deteriorates,
sustained negative impact on earnings and cash flows from softening
of demand, debt/EBITDA is expected to be sustained above 6.5x, or
if (Funds from operations plus interest)/interest is sustained
below 2x.
The principal methodology used in this rating was Passenger
Airlines published in August 2021.
WestJet Airlines Ltd. headquartered in Calgary, Alberta, is a
private company owned by Onex Corporation, and is the
second-largest Canadian air carrier, providing scheduled passenger
services to destinations in Canada, the US, Central America, the
Caribbean and Europe.
WILLAMETTE VALLEY: Seeks Cash Collateral Access
-----------------------------------------------
Willamette Valley Hops, LLC asks the U.S. Bankruptcy Court for the
District of Oregon for authority to use cash collateral and provide
adequate protection, for the period February 8, 2024 to July 8,
2024.
The secured creditor is U.S. Bank N.A. and they have a UCC-1 filed
in the Office of The Secretary of the State. The debt secured by
the UCC-1 is approximately $1.3 million. Creditor has a blanket
lien on all accounts, accounts receivable and equipment of the
Debtor. The Debtor had approximately $650,000 of accounts and
accounts receivable as of the date of filing.
As and for adequate protection, U.S. Bank will be granted a
security interest and replacement lien, dollar for dollar, in all
the post-petition accounts and account receivables to replace their
security interest and liens in the collateral to the extend of
pre-petition cash collateral utilized by the Debtor during the
pendency of the bankruptcy proceeding. In additional as adequate
protection, Debtor will pay US Bank a monthly payment of $11,000.
A hearing on the matter is set for February 8, 2024 at 1:30 p.m.
A copy of the order and the Debtor's budget is available at
https://urlcurt.com/u?l=BD12AM from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$25,956 for February 2024;
$25,956 for March 2024;
$25,956 for April 2024; and
$25,956 for May 2024.
About Willamette Valley Hops, LLC
Willamette Valley Hops, LLC is a family owned and operated premium
hop product distributor, established in 2008 and located in the
heart of the Willamette Valley.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ore. Case No. 24-60110) on January 19,
2024. In the petition signed by Paul Stevens, managing member, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Peter C. Mckittrick oversees the case.
Ted A. Troutman, Esq., at Troutman Law Firm, PC, represents the
Debtor as legal counsel.
[*] Blank Rome Announces Five New Leadership Appointments
---------------------------------------------------------
Blank Rome LLP announced five new leadership appointments,
effective January 1, 2024:
-- Regina Stango Kelbon, Business Department Co-Chair
-- Matthew "Matt" J. Comisky, Philadelphia Office Co-Chair
-- William "Will" J. Dorsey, Vice Practice Group Leader,
Corporate Litigation group
-- Andrew "Andy" T. Hambelton, Co-Practice Group Leader, General
Litigation group
-- Lauren E. O'Donnell, Co-Practice Group Leader, General
Litigation group
"We are thrilled that Regina, Matt, Will, Andy, and Lauren have
assumed their new leadership roles at Blank Rome," said Grant S.
Palmer, Blank Rome's Chair and Managing Partner. "The five partners
are terrific role models, continuously seeking opportunities for
growth, providing outstanding client service, mentoring junior
lawyers, reinforcing our firm's culture of collaboration, advancing
the law in their respective areas of practice, and giving back to
our communities. They will bring great enthusiasm to their new
positions and further contribute to the success of Blank Rome."
Regina Stango Kelbon joins partners Gary R. Goldenberg and Joseph
T. Gulant as co-chair of Blank Rome's Business Department,
overseeing more than 300 attorneys across the firm's 15 offices.
She is a partner in the in the firm's Finance, Restructuring, and
Bankruptcy group and served as co-chair of the group from
2011-2018. Having spent her entire career at Blank Rome, Regina has
served in many firm leadership positions. In addition to her role
as co-chair of the Business Department, she also serves as a member
of the partner board and distribution and executive committees and
is the immediate past co-chair of the Philadelphia office. Regina
also plays a significant role in shaping the firm's culture by
providing avenues for mentorship and actively participating in the
firm's affinity group BR Women and related initiatives, including
the Women's Leadership Summit, Women's Business Development
Academy, and Women's Forum Bootcamp Series.
In her practice, Regina is a highly regarded bankruptcy and
restructuring attorney, recognized by Chambers as a "Star
Individual" for her competency, innovative thinking, and client
advocacy. She is active in the bankruptcy community, serving on
several committees of leading industry organizations. For example,
Regina is a Fellow of the prestigious American College of
Bankruptcy where she serves as the National Chair of the Education
Committee for all Circuits, is co-chair of the American Bar
Association's Business Bankruptcy Subcommittee on Corporate
Governance, and is a member of the Philadelphia/Wilmington Chapter
of the Turnaround Management Association where she is a past chair
and current member of the Networking Organization of Women.
Matt Comisky will co-chair the Philadelphia office with current
co-chair, partner Alan L. Zeiger. Matt, a partner in the firm's
Real Estate group, has deep roots at Blank Rome, having started as
an associate at the firm nearly three decades ago. Additionally,
Matt's father, the late Marvin Comisky, was one of the founding
partners of Blank Rome, revered for his decades of leadership and
instrumental role in building the firm's strong and inclusive
culture.
Matt has extensive experience in all facets of complex real estate
transactions and is a member of the American College of Real Estate
Lawyers, a Fellow of the American College of Mortgage Attorneys,
and ranked as a leading real estate attorney by Chambers. In
addition to this leadership role, Matt also serves as co-chair of
the firm's Well-being Committee. Matt and Alan will focus on the
continued strategic growth of the Philadelphia office and foster
the firm's high-performance and collaborative culture.
Will Dorsey joins co-chairs Ana Tagvoryan and Joseph T. Gulant in
leading the Corporate Litigation group. At Blank Rome, Will is a
founding member of the Chicago office, helps lead the firm's
banking litigation practice, and serves as a mentor to several
associates and junior partners. In his practice, Will is a
nationally recognized trial lawyer who has tried more than 75 cases
to judgment in a career spanning more than two decades. Clients
across the country turn to Will for high-stakes commercial finance,
real estate, mergers and acquisitions, and executive compensation
and non-compete disputes. Crain's Chicago Business recognized Will
in 2022 as a Notable Gen X Leader in Accounting, Consulting, and
Law for his contributions to the Chicago legal profession, the
firm's banking and real estate litigation teams, and the
community.
Andy Hambelton and Lauren O'Donnell join Dominique L. Casimir,
Michael A. Iannucci, and Christopher "Chris" J. Petersen as
co-practice group leaders of the General Litigation group. Andy and
Lauren both joined Blank Rome in 2010 as litigation associates and
were elevated to partners in 2019.
Andy concentrates his practice on complex commercial litigation in
state and federal courts nationwide and before arbitration panels.
He also routinely advises clients on litigation avoidance
strategies. Andy supports the firm's commitment to pro bono and has
represented pro bono clients in matters related to natural
disasters, civil rights, and domestic relations. He has also served
as a mentor during the annual Center for Urban Business
Entrepreneurship at Brooklyn Law School Innovators Invitational, a
legal tech startup competition for New York City-area law
students.
Throughout her tenure at the firm, Lauren has stepped into several
leadership positions and currently serves on the firm's recruiting
and retention committee and previously served as co-chair of the
summer associate program in 2015. As a litigator, Lauren regularly
counsels clients in white collar criminal defense matters, internal
investigations, and healthcare fraud and abuse. She also regularly
handles products liability cases, defending companies in federal
and state litigation. Lauren also dedicates time to pro bono
service, most notably having represented a client at his
resentencing and ultimately securing his release, after he had been
initially sentenced as a juvenile to life in prison without the
possibility of parole, as well as having secured the dismissal and
release of a client on double jeopardy grounds after she was
charged with murdering her abusive boyfriend in self defense and
the trial court improperly declared a mistrial.
[*] David Hong Joins Paul Hastings' Restructuring Practice
----------------------------------------------------------
Building upon its premier global financial restructuring practice,
Paul Hastings LLP on Jan. 29 disclosed that restructuring and
special situations partner David K. Hong has joined the firm as a
partner in New York.
Mr. Hong joins from Kirkland & Ellis LLP, where he advised clients
through complex debt finance, distressed/stressed situations,
event-driven investments, private credit transactions, and credit
default swap (CDS) transactions across the capital spectrum-in both
cash and synthetic credit products.
"David's roles as a sophisticated private practitioner at the top
of the market and a critical member of the legal and investing
teams at an elite fund are a powerful combination and will add more
talent to our deep roster," said Kris Hansen, Financial
Restructuring co-chair. "David's creativity and depth of
experience also will greatly benefit our clients in the
ever-expanding liability management market," added Jayme Goldstein,
Financial Restructuring co-chair.
Mr. Hong brings valuable client-side perspective with experience as
senior investment counsel at King Street Capital Management, LP, a
leading global credit-oriented investment firm, where he identified
structuring credit and derivative transactions while also leading
many of the firm's most successful and high-profile stressed and
distressed investments. Mr. Hong's work in complex liability
transactions spans more than 20 years and includes clients such as
Envision Healthcare, West Marine, and WernerCo.
"Paul Hastings' restructuring practice is a market leader,"
said Mr. Hong. "I'm excited to join this incredible team of elite
lawyers and help contribute to the firm's ongoing focus on offering
differentiated, commercial, and actionable advice to clients and
building premier platforms. I'm particularly looking forward to
collaborating with the attorneys at Paul Hastings to creatively
structure credit transactions that are value-additive to clients."
Mr. Hong is the most recent partner to join the global
restructuring practice, following the addition of former KKR
managing director Will Needham and Helena Potts in London, and the
high-profile 18-partner financial restructuring team who joined
from Stroock & Stroock & Lavan LLP in 2022.
As one of the most prominent and sophisticated teams in the world,
Paul Hastings' financial restructuring practice has extensive
experience representing the most cutting-edge financial
institutions in complex, high-profile restructurings, workouts, and
insolvency matters worldwide and is leading or involved in some of
the most prominent, news-making matters such as representing the
Official Committee of Unsecured Creditors for FTX and WeWork Inc.,
as well as serving as special counsel to crypto platform Voyager
Digital.
About Paul Hastings
With widely recognized elite teams in finance, mergers &
acquisitions, private equity, restructuring and special situations,
litigation, employment, and real estate,
Paul Hastings is a premier law firm providing intellectual capital
and superior execution globally to the world's leading investment
banks, asset managers, and corporations. For more information,
visit http://www.paulhastings.com/
[*] Jeremy Finkelstein Joins Dorsey & Whitney's Restructuring Group
-------------------------------------------------------------------
Jeremy Finkelstein has joined Dorsey & Whitney LLP as a Partner in
the Finance & Restructuring group in New York City, the
international law firm announced on Jan. 29.
Mr. Finkelstein focuses his practice on representing corporate
trust and banking institutions as indenture trustees and agents in
connection with domestic and cross-border debt capital markets
transactions. He has experience representing clients in connection
with secured and unsecured project financings. He has also worked
with secured and unsecured creditors and disbursing agents in
various defaulted debt, restructuring, and bankruptcy matters.
Mr. Finkelstein comes to Dorsey from Bryan Cave Leighton Paisner
LLP, where he was a partner. He also worked for eight years in the
corporate trust department of a large banking corporation in New
York.
Mr. Finkelstein received his J.D. from Brooklyn Law School and his
B.S. from the University of Michigan.
"Jeremy is a leader in advising corporate trust institutions and
clients who use their services, making him an excellent addition to
our overall Finance and Restructuring practice and our deep
experience in corporate trust matters," said Bill Stoeri, Managing
Partner of Dorsey & Whitney. "We continue to add key talent in
Dorsey's New York office, as demonstrated by the arrival of Jeremy
and the recent addition of Corporate and Securities attorney Megan
Penick."
"The opportunity to join Dorsey with its strong focus on the
financial industry was something I could not pass up," said Jeremy
Finkelstein. "I look forward to building on Dorsey's successful
finance, indenture, and escrow work while engaging with the
Bankruptcy and Restructuring and Project Development and Finance
teams to further serve our clients."
About Dorsey & Whitney LLP
Clients have relied on Dorsey as a valued business partner since
1912. With locations across the United States and in Canada,
Europe, and the Asia-Pacific region, Dorsey provides
results-oriented, grounded counsel for its clients' legal and
business needs. Dorsey represents a number of the world's most
successful companies from a wide range of industries, including
banking & financial institutions; development & infrastructure;
energy & natural resources; food, beverage & agribusiness;
healthcare & life sciences; and technology.
[*] Real Estate Foreclosure Auction Set for Feb. 22
---------------------------------------------------
A real estate foreclosure auction for a 39,410 +/- sf mixed-use
Commercial/Office Building - Parking lot at 187 State Street & Main
Street, U.S. Route 1, Presque Isle, Maine, on Feb. 22, 2024, at 11:
a.m. on the premises.
A $50,000 deposit to bid in cash or certified U.S. Funds, made
payable to Keenan Auction Co., Inc., 30 day closing. For
additional terms and a property information package visit
https://www.KeenanAuction.com or call (207) 885-5100 and request by
auction #24-20.
Keenan Auction can be reached at:
Keenan Auction Co., Inc.
2063 Congress Street
Portland, ME 04102
Tel: (207) 885-5100
Email: info@keenanauction.com
[*] Robert Hirsh Joins Norton Rose Fulbright's New York Office
--------------------------------------------------------------
Global law firm Norton Rose Fulbright on Jan. 29, 2024, disclosed
that bankruptcy and restructuring lawyer Robert M. Hirsh has joined
the firm as a partner in the New York office.
Mr. Hirsh focuses his practice on debtor-in-possession financing,
exit financing and distressed and special situation financing. In
addition, he has substantial experience in Chapter 11 proceedings,
representing creditor committees, acquirers, fiduciaries, indenture
trustees, bondholders, boards of directors and other significant
parties in complex restructurings both in and out of court.
With more than 25 years of experience spanning a wide array of
industries, Mr. Hirsh has a particular emphasis on life sciences
and healthcare (including long-term care and senior living), energy
(including oil and gas), mining and exploration, manufacturing,
e-commerce and hospitality.
Jeff Cody, Norton Rose Fulbright's US Managing Partner, said:
"I am pleased to welcome Rob to Norton Rose Fulbright. He will
enhance our bankruptcy capabilities in New York, an important
market where we are focused on further growth."
Ryan Manns, Norton Rose Fulbright's US Co-Head of Restructuring,
commented:
"Rob is a widely respected and seasoned restructuring lawyer with
impressive experience representing clients in all aspects of
complex Chapter 11 proceedings. He will be an immediate asset to
our nationally-recognized bankruptcy practice and will enhance our
global offering."
Mr. Hirsh, who joins from Lowenstein Sandler, said:
"Norton Rose Fulbright's deep bench of bankruptcy and finance
practitioners along with an unmatched global platform provide an
exciting opportunity for me and my practice. I am excited to
collaborate with my new colleagues across the firm as I continue
advising clients through their most challenging bankruptcy cases."
Licensed in New York and New Jersey, Mr. Hirsh received his law
degree from Brooklyn Law School and his bachelor's degree cum laude
from Brandeis University.
About Norton Rose Fulbright
Norton Rose Fulbright -- http://www.nortonrosefulbright.com--
provides a full scope of legal services to the world's preeminent
corporations and financial institutions. The global law firm has
more than 3,000 lawyers advising clients across more than 50
locations worldwide, including Houston, New York, London, Toronto,
Mexico City, Hong Kong, Sydney and Johannesburg, covering the
United States, Europe, Canada, Latin America, Asia, Australia,
Africa and the Middle East. With its global business principles of
quality, unity and integrity, Norton Rose Fulbright is recognized
for its client service in key industries, including financial
institutions; energy, infrastructure and resources; technology;
transport; life sciences and healthcare; and consumer markets.
[*] Seyfarth Shaw Launches Restructuring & Insolvency Practice
--------------------------------------------------------------
Seyfarth Shaw LLP continues the national expansion of its Corporate
department -- launching a Restructuring & Insolvency practice and
growing its Servicing & Special Servicing practice with three
prominent partners, Jason DeJonker, Scott Olson and Richard
("Rick") White.
Mr. DeJonker, who will chair the new practice, is based in Chicago,
and Olson is in San Francisco. Both are returning to Seyfarth where
they were previously partners. White, who is in Atlanta, joins the
Servicing & Special Servicing practice, which advises clients on
issues involving securitization, tax, securities law, defeasance,
and loan assumptions and was created last summer. They all join the
firm from Bryan Cave Leighton Paisner LLP where they were partners.
The addition of their team continues the firm's strategic growth
with a dozen lawyers joining the Corporate practice in the past
year.
"The formal launch of our Restructuring practice and the addition
of Jason, Scott and Rick further demonstrates our commitment to
growing our corporate and other transactional practices and
deepening our strength in many of our core practice areas," said
Lorie Almon, Seyfarth's chair and managing partner. "They
successfully work across key practices, including real estate,
corporate and litigation, and they will help grow this practice
from coast to coast."
Seyfarth's multidisciplinary Restructuring & Insolvency team has
wide-ranging experience spanning debt restructuring, financial
reorganization, special situations, loan workouts, distressed asset
transactions, and bankruptcy litigation, with a focus on
multijurisdictional, complex cases. All three new partners will
work closely with the firm's Real Estate practice.
"We are extremely excited to have Jason and Scott return to
Seyfarth. They, along with Rick, are exceptional lawyers and
strengthen our ability to serve clients in every phase of the
market cycle and all layers of the capital stack," said Steven R.
Meier, chair of the firm's Corporate department. "We have been
intentional about finding and bringing on talent in all of the
country's major banking centers, and with this team, that will be
accelerated."
"This is a great opportunity to grow this practice with both a
tremendous platform and group of lawyers," said DeJonker, who was
the global chair of BCLP's banking sector, the co-global practice
group leader of its Finance Transactions, and a member of the BCLP
Board. "And for Scott and me, we are personally thrilled to be
coming back to Seyfarth where we spent more than 10 years combined
as partners."
"In addition to being great lawyers, this highly accomplished team
is a great cultural fit with the firm," said Paul P. Mattingly,
national chair of the Real Estate department. "Their energy and
enthusiasm for serving clients is infectious and will be a catalyst
for continued growth in this area."
Mr. DeJonker focuses on restructuring and insolvency/special
situations, transport and asset finance, finance, real estate, and
real estate finance, and his practice sits at the intersection of
corporate, litigation and real estate. He counsels clients on
structuring distressed transactions, providing advice to corporate
management and boards of directors on fiduciary duty issues, and
helping private equity and traditional lender clients in
structuring commercial real estate and commercial and industrial
loans. Mr. DeJonker previously held leadership positions with the
National Asian Pacific American Bar Association, the Asian American
Bar Association of Greater Chicago, the Leadership Council on Legal
Diversity, and the Chicago Committee for Minorities in Large Law
Firms. He earned both his JD and BA from the University of
Illinois.
Mr. Olson has extensive experience in bankruptcy and insolvency
matters and regularly acts on behalf of secured and unsecured
creditors in commercial bankruptcy proceedings nationwide. He
counsels bank and non-bank lenders and other financial institutions
on complex finance transactions including asset-based loans,
cash-flow loans, and other credit facilities. He received his JD
from the University of Notre Dame and his BA from Stanford
University.
Mr. White counsels lenders, primary servicers, master servicers,
and special servicers in all aspects of CMBS loan servicing and
matters related to defaulted real estate loans and troubled assets.
His practice centers around structured finance and servicing
matters relating to commercial and residential mortgage-backed
securities. He also represents loan originators and issuers in
securitization matters. Mr. White earned his JD from Washington
University and his BA from Duke University.
About Seyfarth
With more than 900 lawyers across 18 offices, Seyfarth Shaw LLP
provides top tier advisory, litigation, and transactional legal
services to clients worldwide.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
99 ACQUISITION G NNAGU US 77.1 (2.2) 0.4
AEMETIS INC AMTX US 277.4 (200.0) (35.9)
AEON BIOPHARMA I AEON US 17.6 (121.7) 2.7
AGRINAM ACQUISIT AGRI/U CN 31.5 (15.3) (15.3)
ALNYLAM PHARMACE ALNY US 3,839.1 (165.9) 2,035.7
ALPHATEC HOLDING ATEC US 670.2 (20.6) 185.5
ALTRIA GROUP INC MO US 36,469.0 (3,357.0) (6,991.0)
AMC ENTERTAINMEN AMC US 8,793.1 (2,138.0) (548.7)
AMC ENTERTAINMEN AMCE AV 8,793.1 (2,138.0) (548.7)
AMERICAN AIRLINE AAL US 63,058.0 (5,202.0) (8,490.0)
AON PLC-CLASS A AON US 33,112.0 (486.0) 403.0
ARMATA PHARMACEU ARMP US 112.8 (12.4) 14.7
AULT DISRUPTIVE ADRT/U US 2.5 (3.0) (1.8)
AUTOZONE INC AZO US 16,292.6 (5,213.7) (1,828.8)
AVIS BUDGET GROU CAR US 32,304.0 (28.0) (537.0)
BATH & BODY WORK BBWI US 5,243.0 (2,124.0) 550.0
BAUSCH HEALTH CO BHC US 27,064.0 (235.0) 824.0
BAUSCH HEALTH CO BHC CN 27,064.0 (235.0) 824.0
BELLRING BRANDS BRBR US 691.6 (323.5) 274.0
BEYOND MEAT INC BYND US 929.2 (362.9) 392.8
BIOCRYST PHARM BCRX US 522.9 (411.0) 411.7
BIOTE CORP-A BTMD US 149.7 (51.3) 92.7
BOEING CO/THE BA US 134,281 (16,717.0) 13,873.0
BOMBARDIER INC-A BBD/A CN 12,524.0 (2,470.0) (1.0)
BOMBARDIER INC-A BDRAF US 12,524.0 (2,470.0) (1.0)
BOMBARDIER INC-B BBD/B CN 12,524.0 (2,470.0) (1.0)
BOMBARDIER INC-B BDRBF US 12,524.0 (2,470.0) (1.0)
BOOKING HOLDINGS BKNG US 25,635.0 (625.0) 5,647.0
BOSTON PIZZA R-U BPZZF US 146.6 (241.3) 2.7
BOSTON PIZZA R-U BPF-U CN 146.6 (241.3) 2.7
BOX INC- CLASS A BOX US 1,033.8 (48.9) 113.7
BRIDGEBIO PHARMA BBIO US 655.0 (1,193.7) 481.6
BRIDGEMARQ REAL BRE CN 68.2 (52.9) 8.3
BRINKER INTL EAT US 2,474.8 (156.3) (364.5)
BROOKFIELD INF-A BIPC CN 10,973.0 (764.0) (3,410.0)
BROOKFIELD INF-A BIPC US 10,973.0 (764.0) (3,410.0)
CALUMET SPECIALT CLMT US 2,804.8 (197.6) (456.8)
CAPRICOR THERAPE CAPR US 37.2 (1.8) (3.4)
CARDINAL HEALTH CAH US 43,710.0 (3,490.0) (377.0)
CARGO THERAPEUTI CRGX US - - -
CARVANA CO CVNA US 7,025.0 (202.0) 1,791.0
CEDAR FAIR LP FUN US 2,318.6 (565.8) (141.1)
CENTRUS ENERGY-A LEU US 644.7 (24.0) 194.6
CHENIERE ENERGY CQP US 18,072.0 (973.0) (195.0)
CINEPLEX INC CGX CN 2,225.6 (30.2) (252.1)
CINEPLEX INC CPXGF US 2,225.6 (30.2) (252.1)
COMMUNITY HEALTH CYH US 14,674.0 (893.0) 1,099.0
COMPOSECURE INC CMPO US 195.0 (238.8) 75.4
CONSENSUS CLOUD CCSI US 706.5 (199.3) 107.5
COOPER-STANDARD CPS US 2,029.0 (57.4) 258.8
CORNER GROWTH AC COOLU US 4.7 (4.6) (3.5)
CORNER GROWTH AC COOL US 4.7 (4.6) (3.5)
CPI CARD GROUP I PMTS US 292.1 (56.7) 115.2
CYTOKINETICS INC CYTK US 740.6 (438.8) 483.7
DELEK LOGISTICS DKL US 1,709.5 (139.2) 32.3
DELL TECHN-C DELL US 83,264.0 (2,570.0) (11,890.0)
DENNY'S CORP DENN US 479.8 (35.8) (56.0)
DIGITALOCEAN HOL DOCN US 1,425.1 (358.8) 287.2
DINE BRANDS GLOB DIN US 1,659.6 (273.7) (120.5)
DOMINO'S PIZZA DPZ US 1,619.5 (4,141.5) 232.7
DOMO INC- CL B DOMO US 208.2 (150.8) (80.6)
DROPBOX INC-A DBX US 3,010.6 (350.3) 270.3
EMBECTA CORP EMBC US 1,214.4 (821.7) 395.6
ENGENE HOLDINGS ENGN US 0.0 (0.1) (0.1)
ETSY INC ETSY US 2,449.2 (622.5) 795.0
EVOLUS INC EOLS US 168.0 (19.4) 43.5
FAIR ISAAC CORP FICO US 1,593.5 (725.8) 132.2
FAT BRANDS I-CLB FATBB US 1,275.5 (228.7) (102.3)
FAT BRANDS-CL A FAT US 1,275.5 (228.7) (102.3)
FENNEC PHARMACEU FRX CN 19.0 (10.5) 15.0
FENNEC PHARMACEU FENC US 19.0 (10.5) 15.0
FERRELLGAS PAR-B FGPRB US 1,472.1 (291.2) 133.9
FERRELLGAS-LP FGPR US 1,472.1 (291.2) 133.9
FG ACQUISITION-A FGAA/U CN 3.6 (17.0) (5.1)
FOGHORN THERAPEU FHTX US 313.4 (57.4) 213.4
GCM GROSVENOR-A GCMG US 504.7 (93.7) 108.9
GEN RESTAURANT G GENK US 175.6 36.5 10.9
GODADDY INC-A GDDY US 6,499.2 (973.4) (1,448.3)
GROUPON INC GRPN US 523.9 (49.3) (158.1)
H&R BLOCK INC HRB US 2,511.1 (344.9) (160.9)
HCM ACQUISITI-A HCMA US 295.2 276.9 1.0
HERBALIFE LTD HLF US 2,724.7 (1,103.5) 180.7
HILTON WORLDWIDE HLT US 15,200.0 (1,753.0) (1,077.0)
HP INC HPQ US 37,004.0 (1,069.0) (6,511.0)
IMMUNITYBIO INC IBRX US 432.4 (410.6) 124.8
INSMED INC INSM US 1,324.9 (289.4) 729.8
INSPIRED ENTERTA INSE US 353.5 (50.3) 64.4
IRONWOOD PHARMAC IRWD US 524.1 (325.7) (27.0)
JACK IN THE BOX JACK US 3,001.1 (718.3) (233.6)
LESLIE'S INC LESL US 1,034.4 (161.4) 194.5
LIFEMD INC LFMD US 40.7 (11.1) (7.6)
LINDBLAD EXPEDIT LIND US 851.6 (91.7) (59.9)
LOWE'S COS INC LOW US 42,519.0 (15,147.0) 3,472.0
MADISON SQUARE G MSGS US 1,366.1 (358.5) (352.9)
MADISON SQUARE G MSGE US 1,348.5 (235.2) (321.1)
MANNKIND CORP MNKD US 320.3 (251.8) 129.2
MARBLEGATE ACQ-A GATE US 8.2 (12.3) (0.3)
MARBLEGATE ACQUI GATEU US 8.2 (12.3) (0.3)
MARRIOTT INTL-A MAR US 25,267.0 (661.0) (3,995.0)
MATCH GROUP INC MTCH US 4,248.9 (299.0) 548.1
MBIA INC MBI US 2,990.0 (1,228.0) -
MCDONALDS CORP MCD US 52,089.3 (4,854.8) 2,847.3
MCKESSON CORP MCK US 66,091.0 (1,464.0) (3,616.0)
MEDIAALPHA INC-A MAX US 133.0 (99.7) (9.2)
METTLER-TOLEDO MTD US 3,288.7 (105.9) 126.5
MSCI INC MSCI US 4,865.5 (1,049.1) 434.7
N/A CORZ US 705.5 (418.7) (177.9)
NATHANS FAMOUS NATH US 65.6 (35.4) 40.0
NEW ENG RLTY-LP NEN US 386.2 (64.7) -
NIOCORP DEVELOPM NB CN 26.1 (6.7) (14.2)
NIOCORP DEVELOPM NB US 26.1 (6.7) (14.2)
NORTHERN STAR -A NSTB US 16.9 (0.4) (2.6)
NORTHERN STAR IN NSTB/U US 16.9 (0.4) (2.6)
NOVAGOLD RES NG CN 133.3 (8.2) 123.3
NOVAVAX INC NVAX US 1,657.2 (678.4) (461.8)
NUTANIX INC - A NTNX US 2,570.6 (642.2) 818.4
O'REILLY AUTOMOT ORLY US 13,551.8 (1,760.5) (2,453.4)
OMEROS CORP OMER US 493.1 (14.0) 204.2
ORGANON & CO OGN US 11,012.0 (589.0) 1,559.0
OTIS WORLDWI OTIS US 10,390.0 (4,610.0) -
PAPA JOHN'S INTL PZZA US 877.6 (459.0) (54.8)
PELOTON INTERA-A PTON US 2,672.8 (371.0) 837.5
PETRO USA INC PBAJ US 0.0 (0.1) (0.1)
PHATHOM PHARMACE PHAT US 237.0 (17.8) 202.7
PHILIP MORRIS IN PM US 62,927.0 (7,706.0) (2,354.0)
PITNEY BOWES INC PBI US 4,422.7 (125.1) (23.0)
PLANET FITNESS-A PLNT US 2,944.8 (164.9) 267.3
PROS HOLDINGS IN PRO US 431.9 (54.9) 42.5
PTC THERAPEUTICS PTCT US 1,259.9 (670.8) 48.2
RAPID7 INC RPD US 1,399.3 (161.6) 28.3
RE/MAX HOLDINGS RMAX US 597.9 (63.3) 21.3
RED ROBIN GOURME RRGB US 777.3 (8.7) (91.4)
REVANCE THERAPEU RVNC US 532.5 (106.2) 306.4
REVIVA PHARMACEU RVPH US 5.4 (8.5) (7.6)
RH RH US 4,240.6 (333.2) 351.9
RIMINI STREET IN RMNI US 335.0 (53.1) (56.7)
RINGCENTRAL IN-A RNG US 2,182.5 (285.0) 447.0
RMG ACQUISITION RMGCU US 7.0 (11.0) (7.5)
RMG ACQUISITION RMGC US 7.0 (11.0) (7.5)
SABRE CORP SABR US 4,741.7 (1,267.9) 288.1
SBA COMM CORP SBAC US 10,334.2 (5,131.4) (203.2)
SCOTTS MIRACLE SMG US 3,413.7 (267.3) 624.1
SEAGATE TECHNOLO STX US 7,149.0 (1,814.0) 99.0
SEAWORLD ENTERTA SEAS US 2,575.5 (252.4) (30.6)
SIRIUS XM HOLDIN SIRI US 10,129.0 (2,893.0) (2,117.0)
SIX FLAGS ENTERT SIX US 2,717.1 (335.3) (280.1)
SLEEP NUMBER COR SNBR US 961.0 (420.7) (721.3)
SOCIAL LEVERA-A SLAC US 16.5 8.3 (6.1)
SOCIAL LEVERAGE SLACU US 16.5 8.3 (6.1)
SPARK I ACQUISIT SPKLU US 1.2 (3.0) (4.0)
SPARK I ACQUISIT SPKL US 1.2 (3.0) (4.0)
SPIRIT AEROSYS-A SPR US 6,538.1 (855.7) 971.2
SQUARESPACE IN-A SQSP US 904.9 (288.0) (204.6)
STARBUCKS CORP SBUX US 29,445.5 (7,987.8) (2,041.9)
SYMBOTIC INC SYM US 1,050.7 (2.7) (33.7)
TORRID HOLDINGS CURV US 509.5 (209.2) (36.1)
TRANSAT A.T. TRZ CN 2,569.4 (779.0) (57.7)
TRANSAT A.T. TRZBF US 2,569.4 (779.0) (57.7)
TRANSDIGM GROUP TDG US 19,970.0 (1,978.0) 5,159.0
TRAVEL + LEISURE TNL US 6,655.0 (997.0) 648.0
TRINSEO PLC TSE US 3,271.2 (21.4) 614.8
TRIUMPH GROUP TGI US 1,673.1 (668.2) 582.6
TRULEUM INC TRLM US 2.0 (2.3) (2.9)
UBIQUITI INC UI US 1,388.1 (63.1) 815.6
UNITI GROUP INC UNIT US 4,981.3 (2,444.4) -
UROGEN PHARMA LT URGN US 193.6 (42.0) 156.3
VECTOR GROUP LTD VGR US 1,101.0 (773.4) 356.4
VERISIGN INC VRSN US 1,695.9 (1,633.4) (166.6)
WAVE LIFE SCIENC WVE US 199.9 (32.6) 58.6
WAYFAIR INC- A W US 3,360.0 (2,708.0) (212.0)
WINGSTOP INC WING US 351.7 (475.4) 65.5
WINMARK CORP WINA US 55.5 (34.6) 32.2
WORKIVA INC WK US 1,149.1 (113.7) 509.1
WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3)
WW INTERNATIONAL WW US 1,032.3 (675.2) 24.8
WYNN RESORTS LTD WYNN US 13,336.3 (1,709.0) 2,517.1
YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0)
YUM! BRANDS INC YUM US 6,071.0 (8,190.0) 201.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***