/raid1/www/Hosts/bankrupt/TCR_Public/240131.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, January 31, 2024, Vol. 28, No. 30
Headlines
25350 PLEASANT VALLEY: Seeks to Hire NumberSquad Inc. as Accountant
ACI WORLDWIDE: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable
ACME HOSPITALITY: Wins Cash Collateral Access Thru Feb 7
AETIUS COMPANIES: Committee Taps Middleswarth Bowers as Accountant
ALLERGY & ASTHMA: No Decline in Patient Care, 3rd PCO Report Says
AMBUHEALTH INC: Seeks to Hire Jack N. Fuerst as Bankruptcy Counsel
ARTIFICIAL INTELLIGENCE: Reports Annual Recurring Revenue Increase
ASPIRA WOMEN'S: Registers Additional 333,333 Shares Under 2019 Plan
AVENUE DC: Hires The Veritas Law Firm as Special Counsel
BAAKLEEN CAPITAL: Seeks to Hire W. Derek May as General Counsel
BIFM CA: Moody's Rates New Sr. Secured First Lien Term Loan 'B3'
BIOLASE INC: Expects 2023 Revenue of $48.9M to $49.2M
BLUE LIGHTNING: Seeks to Hire Fathom Realty as Real Estate Agent
BOROHUB GARDENS: Seeks to Hire Northgate Real Estate as Broker
BULLDOG PURCHASER: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR
BWB HOUMA: Seeks Approval to Hire i5 Advisory as Financial Advisor
CANO HEALTH: ITC Rumba, E. Cooperstone Hold 12.9% of Class A Shares
CANO HEALTH: Reports 42.5% of Class A Shares of MSP Recovery
CARVANA CO: BlackRock Holds 7% of Class A Shares as of Dec. 31
CCI HOLDINGS: Wins Interim Cash Collateral Access
CENTRAL LOAN: Hires NAI 1st Valley as Real Estate Broker
CHAPIN DAIRY: Hires JP Tax Solutions LLC as Accountant
CIRCLE C EQUIPMENT: Court OKs Cash Collateral Access on Final Basis
COLLABO GROUP: Taps Rockstar Sales Team of Exp Realty as Broker
CORE & MAIN: Moody's Raises CFR to Ba2, Outlook Stable
CORE & MAIN: S&P Raises ICR to 'BB-' on Improved Financial Risk
CYTODYN INC: Taps J. Lalezari M.D. as CEO, M. Cohen as Interim CFO
DEADWORDS BREWING: Wins Cash Collateral Access Thru Feb 28
DIAMOND SPORTS: Kramer & Hunton Represent Ad Hoc First Lien Group
DIAMOND SPORTS: Paul Hastings Represents Ad Hoc Crossholder Group
DIMENSIONS IN SENIOR: No Patient Complaints at Humboldt Facility
DIMENSIONS IN SENIOR: No Patient Complaints at Village Ridge
DIMENSIONS IN SENIOR: No Patient Complaints at WB Real Facility
DIMENSIONS IN SENIOR: No Patient Complaints at Wilcox Facility
ENCHANTED LITTLE: Hires Palmer & Associates PLLC as Legal Counsel
ENVIVA INC: Falls Short of Nasdaq Minimum Bid Price Requirement
ERCOLE USA: Case Summary & 20 Largest Unsecured Creditors
EYE CARE LEADERS: Hits Chapter 11 Bankruptcy Protection
FHT RENTAL: Case Summary & Four Unsecured Creditors
FIESTA PURCHASER: Moody's Rates New $500MM First Lien Notes 'B3'
FIESTA PURCHASER: S&P Rates New $500 MM Senior Secured Notes 'B'
FLEXACAR LLC: Seeks to Hire ISC Civil Engineering as Engineer
FLEXACAR LLC: Seeks to Hire NumberSquad Inc. as Accountant
FREE SPEECH: Alex Jones Objects Creditor Bankruptcy Plan Details
GARDA WORLD: S&P Rates New $1.438BB Term Loan B Due 2029 'B'
GAUCHO GROUP: Expects Revenue Surge Amid Argentina's Monetary Shift
GENESIS GLOBAL: Okayed to Settle With Affiliate Babel
GOL LINHAS: Gets Approval to Borrow $350M in Bankruptcy
GOLDEN KEY: Creditors' Committee Files Amendment to Disc. Statement
GREATER LIGHT: Hires Gabriel Liberman APC as Legal Counsel
HARRY BECK GREENHOUSE: Trustee Taps B. Riley as Accounting Advisor
HENDRIX FARMING: Hires Williams Pitts & Beard as Accountant
HIGH VALLEY: RTC Will Get 100% of Claims; Plan Hearing March 14
HNO INTERNATIONAL: BF Borgers CPA Raises Going Concern Doubt
HS PURCHASER: Moody's Affirms 'B3' CFR, Outlook Remains Stable
HUMANIGEN INC: Hires Potter Anderson & Corroon LLP as Counsel
HUMANIGEN INC: Hires SC&H Group Inc. as Investment Banker
IMMANUEL SOBRIETY: No Patient Care Concern, 4th PCO Report Says
INFINERA CORP: BlackRock Has 7.8% Stake as of Dec. 31
INNOVATIVE DENTAL: Case Summary & 20 Largest Unsecured Creditors
INTUITION CONSULTING: Hires BTB Advisory Firm as Accountant
ITTELLA INTERNATIONAL: Hires Baker Tilly US LLP as Accountant
JEFFERSON CAPITAL: Moody's Rates New $400MM Unsecured Notes 'Ba3'
JERRY HARVEY: Wins Cash Collateral Access Thru March 12
JIMMY MOTOR: Case Summary & 17 Unsecured Creditors
JUDSON COLLEGE: Taps Christian & Small and Gilmore as Counsels
KM DOVER: Seeks to Hire Ascendant Law Group as Bankruptcy Counsel
KODIAK GAS: Moody's Assigns 'Ba3' CFR, Outlook Stable
KODIAK GAS:S&P Assigns 'B+' Issuer Credit Rating, Outlook Positive
LEXARIA BIOSCIENCE: CEO Issues Letter to Stakeholders
LIVINGSTON TOWNSHIP: Hires Phillips & Company as Accountant
LUMEN TECHNOLOGIES: Bolsters Runway to Execute Transformation
MATCON CONSTRUCTION: Court OKs Cash Collateral Access Thru Mar 12
MCCOY COUNSELING: Files Emergency Bid to Use Cash Collateral
MILLENNIAL BENEFIT: Hires Chipman Brown Cicero & Cole as Counsel
MINIM INC: Inks Agreements With Motorola Mobility
MR. COOPER GROUP: Moody's Hikes CFR to Ba3, Outlook Remains Stable
MR. COOPER: S&P Rates New $800MM Senior Unsecured Notes 'B'
NASHVILLE SENIOR: No Resident Complaints, PCO Report Says
NASHVILLE SENIOR: PCO Reports Resident Care Complaints
NC GAS HOUSE: Hires The Fuller Law Firm as Litigation Counsel
NEIMAN MARCUS: Jackson Walker Fee Clawback Trials Set in August
OCEAN PARKWAY: Seeks to Hire Davidoff Hutcher & Citron as Attorney
OCEAN POWER: Announces $1.2 Million Award From NJEDA NOL Program
OUTPUT SERVICES: S&P Assigns 'B-' ICR, Outlook Stable
PACKERS HOLDINGS: S&P Stays 'CCC' ICR on M&G Modifier Assessment
PAD SILVERTHORNE: Committee Taps Allen Vellone as Legal Counsel
PECF USS: S&P Stays 'CCC' ICR on New M&G Modifier Assessment
PLOURDE SAND: Seeks to Hire Greenridge Financial as Accountant
PROFESSIONAL PROCESS: Court OKs Cash Collateral Access Thru Feb 28
PROTERRA INC: Court OKs Disclosure Statement, Solicitation Process
PUERTO RICO: Dechert LLP Updates List of PREPA Bondholders
RESTORATION FOREST: Case Summary & 30 Largest Unsecured Creditors
RICE OIL: Seeks to Hire Steel & Company as Bankruptcy Counsel
RISKON INTERNATIONAL: Arena Entities Report 9.2% Equity Stake
RISKON INTERNATIONAL: Todd Ault Appointed Chairman and CEO
RWDY INC: Seeks to Hire James, Hardy and Haley, CPAs as Accountant
SHORT FORK: Hires Williams Pitts & Beard PLLC as Accountant
SIENTRA INC: Agrees With Lender to Extend Waiver Period to Feb. 11
SMILEDIRECTCLUB: Asks Court Okay for Chapter 11 Wind-Down Plan
SNOWSHOE MILLOWRKS: Hires Shatz Schwartz and Fentin as Counsel
SPARTAN GROUP: Seeks to Hire Andrews Myers as Construction Counsel
SPIRIT AIRLINES: Adjusts Warrants, Notes for JetBlue Merger
SRX ENTERPRISES: Seeks to Hire Henry D. Paloci as Legal Counsel
ST. MARGARET'S HEALTH: Hires Janko Realty as Real Estate Broker
STL HOLDING: S&P Upgrades ICR to 'B+', Outlook Stable
STONY POINT: Seeks to Hire Berard & Associates, CPAs as Auditor
SUSTAITA ENTERPRISES: Wins Cash Collateral Access Thru March 21
TIMOTHY HILL: Ombudsman Seeks to Hire Rimon P.C. as Attorney
TOUCHDOWN ACQUIRER: S&P Assigns 'B' ICR, Outlook Stable
TRIUMPH GROUP: State Street Reports 6.9% Equity Stake as of Dec. 31
TRUE ENTERPRISE: Seeks to Hire Houston Roderman as Legal Counsel
TUPPERWARE BRANDS: Hires KPMG as Accountant
UA LEASING: Hires Law Offices of David Freydin PC as Counsel
UKG INC: S&P Assigns 'B-' Rating on $2.5BB Senior Secured Notes
UNITED RENTALS: S&P Affirms 'BB+' Rating, Outlook Stable
UNLIMITED DEVELOPMENT: Seeks to Hire Luna Law Offices as Counsel
URBAN EMPIRE: Seeks to Hire Houston Roderman as Bankruptcy Counsel
VASO LOGISTICS: Court OKs Cash Collateral Access Thru March 8
VICTORY CLEANING: Hires Wagoner Bankruptcy Group as Attorney
VICTORY PROFESSIONAL: Court OKs Deal on Cash Collateral Access
WASTEPLACE LLC: Amends Unsecureds & WHA Claims Pay Details
WAYSTAR TECHNOLOGIES: Moody's Alters Outlook on B3 CFR to Positive
WAYSTAR TECHNOLOGIES: S&P Rates New $2.2BB 1st-Lien Term Loan 'B-'
WESCO: Motions for Summary Judgment Denied in Uptiering Challenge
WHITESTONE UPTOWN: Hires Douglas M. Berman as Special Counsel
[*] Philadelphia Residential Tower Up for Sale
[*] UJA-Federation of NY to Honor Weil Gotshap, Davis Polk
*********
25350 PLEASANT VALLEY: Seeks to Hire NumberSquad Inc. as Accountant
-------------------------------------------------------------------
25350 Pleasant Valley Drive LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
NumberSquad, Inc. to provide accounting services.
The firm will charge $237.25 per month for its services.
Giundiuz Osmanov, CEO at NumberSquad, disclosed that his firm does
not hold or represent any interest adverse to the Debtor or the
estate, and is a "disinterested person" as the term is defined in
11 U.S.C. Sec. 101(14).
The firm can be reached through:
Giundiuz Osmanov
NumberSquad, Inc.
10400 Eaton Pl #355
Fairfax, VA 22030
Phone: (703) 865-6161
About 25350 Pleasant Valley Drive LLC
25350 Pleasant Valley Drive LLC, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Va. Case No. 23-11983) on December 6, 2023.
The Debtor hires John P. Forest, II, Esq. as counsel.
ACI WORLDWIDE: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Investors Service affirmed ACI Worldwide, Inc.'s Ba3
corporate family rating and Ba3-PD Probability of Default Rating.
Moody's also affirmed ACI's B2 senior unsecured notes rating and
maintained the SGL-2 speculative grade liquidity (SGL) rating. The
outlook remains stable.
RATINGS RATIONALE
The Ba3 CFR reflects ACI's diverse product portfolio with good
stability and strong profitability. Demand for ACI's products
benefits from increasing digital payment transaction volumes,
adoption of real time payments, and omnichannel commerce. The
company derives a significant portion of its EBITDA and cash flow
from issuing and acquiring payment acceptance software solutions,
which are highly integrated in customer operations and have
multi-year contracts with high renewal rates. The credit profile is
limited by less robust growth compared with other payment and
software providers. Additionally, while on average ACI generates
strong free cash flow, cash generation can be somewhat volatile due
to seasonality of sales and renewals and processing timing.
Following an estimated mid-single digit growth in 2023 when
accounting for the divestiture of ACI's corporate online banking
business, Moody's expects mid- to high-single digit growth in 2024
driven by higher recurring revenue, expected license renewals, and
improved merchant segment results, among other factors. ACI's total
leverage (Moody's adjusted) is expected to remain around 3x.
However, the company has moved below its 2.5x net leverage target,
opening up the potential for increased shareholder return and
possibly acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if ACI generates consistent organic
revenue growth in mid-single digits or higher with sustained
profitability, and while sustaining total debt/EBITDA below 3x with
consistently improving free cash flow generation.
The ratings could be downgraded if ACI is not able to grow
organically or experiences margin pressure leading to total
debt/EBITDA sustained above 4x and deteriorating free cash flow.
The SGL-2 reflects ACI's good cash liquidity supported by cash
balances of $140 million as of September 30, 2023, and a $500
million revolving credit facility due April 2025 which was $129
million drawn as of September 2023. Moody's expects free cash flow
in excess of $150 million in 2024.
The stable outlook reflects Moody's expectation of mid-single or
better revenue growth and steady to improving margins resulting in
adjusted total leverage sustained at or below 3x over the next
12-18 months.
Based in Coral Gables, Florida, ACI Worldwide, Inc. provides
software to facilitate payments used by banks, processors,
merchants and billers. ACI generated total revenue of approximately
$1.4 billion in the LTM period ended September 30, 2023.
The principal methodology used in these ratings was Software
published in June 2022.
ACME HOSPITALITY: Wins Cash Collateral Access Thru Feb 7
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, authorized Acme Hospitality, LLC to use cash
collateral, on an interim basis, in accordance with the budget,
through February 7, 2024.
Huntington National Bank and the U.S. Small Business Administration
made loans to the Debtor, at which time Debtor granted Huntington
and the SBA a security interest in all its business assets,
including its cash collateral.
The Debtor also entered into several business loan agreements with
merchant cash advance creditors and each may also assert a security
interest in the Debtor's cash collateral.
To the extent of any Diminution in Value, the creditors determined
to have a security valid security interest in the Debtor's
pre-petition assets are granted automatically perfected and
enforceable adequate protection Replacement Liens, in accordance
with the priority of the applicable creditors’ prepetition
security interests and liens, in collateral of the same type as
such creditor has a valid prepetition lien.
The Replacement Liens will have the same validity, priority, and
extent as the liens on that existed at the time of the commencement
of the above-captioned bankruptcy cases. The Replacement Liens
granted are (i) effective as of the Petition Date, and (ii) deemed
automatically perfected without the necessity for filing or
execution of any security agreement, control agreement, financing
statement, or other document which might otherwise be required for
the perfection of security interests.
The Replacement Liens will be subordinate to the payment of the
Debtor's professional fees, including fees and expenses for
Debtor's counsel, the Subchapter V Trustee, and other professionals
authorized to be employed in such amounts and at such times as may
be approved by the Court.
A further hearing on the matter is set for February 6 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=ermTH8
from PacerMonitor.com.
About ACME Hospitality
ACME Hospitality, LLC owns and operates Moxies Grille, a family
owned and operated restaurant founded in 2011 and known for
scratch-made, homestyle meals.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50077) on January 22,
2024, with up to $50,000 in assets and $1 million to $10 million in
liabilities. Jerad Miller, sole member, signed the petition.
Judge Alan M. Koschik oversees the case.
Steven J. Heimberger, Esq., at Roderick Linton Belfance, LLP
represents the Debtor as legal counsel.
AETIUS COMPANIES: Committee Taps Middleswarth Bowers as Accountant
------------------------------------------------------------------
The official committee of unsecured creditors of Aetius Companies,
LLC and its affiliates received approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ
Middleswarth, Bowers & Co. LLP as its accountant.
The Committee requires the services of a certified public
accountant in its evaluation of the financial affairs and viability
of the Debtor, substantive consolidation, and the feasibility of
the Debtor's forthcoming Plan as well as in negotiations with the
Debtor and litigation, if necessary.
As disclosed in the court filings, Middleswarth, Bowers & Co. LLP
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael T. Bowers, MBA, CPA
Middleswarth, Bowers & Co. LLP
219 Wilmot Dr
Gastonia, NC 28054
Telephone: (704) 867-2394
Facsimile: (704) 867-5303
Email: mbowers@mbcpafirm.com
About Aetius Companies, LLC
Aetius Companies, LLC and affiliates operate a restaurant chain.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.C. Lead Case No. 23-30470) on July
19, 2023.
In the petition signed by Mark Cote, president, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge Craig Whitley oversees the case.
Robert A. Cox, Jr., Esq., at Hamilton Stephens Steele + Martin,
PLLC, represents the Debtor as legal counsel.
Judge Craig Whitley, upon recommendation of the U.S. Bankruptcy
Administrator for the Western District of North Carolina, issued an
order appointing an official committee to represent unsecured
creditors in the Chapter 11 cases of Aetius Companies, LLC and its
affiliates. Brinkman Law Group, P.C. as counsel, and Cole Hayes,
Esq. as local counsel.
ALLERGY & ASTHMA: No Decline in Patient Care, 3rd PCO Report Says
-----------------------------------------------------------------
David Crapo, the court-appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the Central District of California
his third report for the period Oct. 28, 2023 to Jan. 22, 2024,
regarding the healthcare facility operated by Allergy & Asthma
Center of SW Washington, LLC.
During the third reporting period, the PCO learned that the center
was staffed by one physician, one dietician and four physician's
assistants. The center no longer employs nurses. The center's
physician, dietician and physician's assistants are all fully
licensed. There are no disciplinary actions pending against any of
them.
Mr. Crapo stated that the center operates with several affiliates
under the name Columbia Allergy. Certain of the center's clinical
employees (particularly Dr. Jain and the dietician, Chau Brodnan,
RD) work for affiliates of the center as well as the center itself.
In the past, the PCO noted his concern that some of the employees
might have been stretched too thin. However, since the prior
reporting periods in this case, Columbia Allergy has eliminated
some facilities, thereby assuaging the PCO's concerns in that
regard.
The PCO's research did not reveal any medical malpractice or
professional litigation initiated against either the center or any
of its clinical employees during the third reporting period.
The PCO's investigation and analysis reveals that the center
apparently continues to provide the same level of patient care and
safety it historically provided since before the bankruptcy filing.
Hence, there appears to be no decline or compromise of the quality
of patient care or safety and the center's facilities.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=ERZScF from PacerMonitor.com.
About Allergy & Asthma Center
Allergy & Asthma Center of S.W. Washington, LLC is a Los
Angeles-based provider of personalized care for allergies and
asthma.
Allergy & Asthma Center sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11270) on
March 6, 2023. In the petition signed by its chief executive
officer, Sanjeev Jain, MD, the Debtor disclosed up to $500,000 in
assets and up to $10 million in liabilities.
Judge Vincent P. Zurzolo oversees the case.
Sheila Esmaili, Esq., at the Law Offices of Sheila Esmaili is the
Debtor's bankruptcy counsel.
David N. Crapo is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
AMBUHEALTH INC: Seeks to Hire Jack N. Fuerst as Bankruptcy Counsel
------------------------------------------------------------------
AmbuHealth, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire Jack N. Fuerst, Attorney at
Law as its counsel.
The firm will represent the Debtor for all matters relating to the
Chapter 11 proceedings.
Jack N. Feurst, Esq. charges $400 per hour for this engagement.
Paralegal at the firm bills at $150 per hour.
The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jack N. Feurst, Esq.
JACK N. FUERST, ATTORNEY AT LAW
2500 Tanglewilde St. Suite 320
Houston, TX 77063
Tel: (713) 299-8221
Fax: (713) 789-2606
About AmbuHealth Inc.
AmbuHealth, Inc., a Houston-based company, filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas
Case No. 24-30113) on Jan. 10, 2024, with up to $50,000 in assets
and $100,001 to $500,000 in liabilities.
Jack Nicholas Fuerst, Esq., represents the Debtor as legal counsel.
ARTIFICIAL INTELLIGENCE: Reports Annual Recurring Revenue Increase
------------------------------------------------------------------
Artificial Intelligence Technology Solutions, Inc., along with its
wholly owned subsidiary, Robotic Assistance Devices, Inc. (RAD),
announced significant sales increases year over year. As of Jan.
26, 2024, RAD has received orders that, when fully deployed, will
produce approximately $258,000 in annual recurring revenue (ARR)
compared to January 2023 when the Company's sales produced
approximately $54,000 in annual recurring revenue.
January 2024 booked sales are on pace with the approximate 400%
increased revenue bookings the Company has enjoyed since the summer
of 2023.
In January 2023, the Company booked six units with 12-month
contracts, and another six units for pilot projects and dealer
demonstration units. The 12-month contracts produced approximately
$54,000 in annual recurring revenue.
In contrast, the 26 RAD devices booked in January 2024, all of
which are on a minimum 12-month contract, are set to produce
approximately $258,000 in annual recurring revenue, when fully
deployed.
Among the January orders, three orders totaling 8 units are for
existing clients expanding their RAD deployments, demonstrating
continued trust and satisfaction in RAD's solutions. A significant
new client in Hawaii has ordered their first 4 ROSA units, marking
what potentially could be the beginning of an extensive, lucrative
relationship. Additionally, 12 units, a combination of ROSA and
RIO units, are fulfilling the previously announced order for a
Midwest grocery chain. The final 2 units, concluding a 12-month
negotiation process through one of RAD's large dealers, further
exemplifying the Company's growing market reach and penetration.
Troy McCanna, Sr. Vice President of Revenue Operations at RAD,
commented, "We're seeing an unprecedented level of orders awaiting
final client signature. This reflects not only the growing demand
for our solutions, but also the confidence clients are placing in
our technology."
Mark Folmer, CPP, PSP, FSyI, President of RAD, added, "The
advancement in discussions for larger-scale rollouts with key
customers is moving at an encouraging pace. This is indicative of
our growing footprint in the security solutions market and the
effectiveness of our offerings."
Steve Reinharz, CEO of AITX and RAD, stated, "We are committed to
making careful investments in sales and R&D while watching revenues
grow as we work to control core SG&A expenses. Our primary focus
remains on balancing competing needs to achieve positive
operational cash flow, a milestone that will mark a significant
achievement for the Company."
This impressive start to CY 2024 represents RAD's commitment to
innovation and customer satisfaction, setting a positive tone for
the year ahead and reinforcing the Company's trajectory towards
operational profitability.
ROSA is a multiple award-winning, compact, self-contained,
portable, security and communication solution that can be installed
and activated in about 15 minutes. ROSA's AI-driven security
analytics include human, firearm, vehicle detection, license plate
recognition, responsive digital signage and audio messaging, and
complete integration with RAD's software suite notification and
autonomous response library. Two-way communication is optimized
for cellular, including live video from ROSA's high-resolution,
full-color, always-on cameras. RAD has published five Case Studies
detailing how ROSA has helped eliminate instances of theft,
trespassing and loitering at hospital campuses, multi-family
communities, car rental locations and construction sites across the
country.
AITX, through its subsidiary, Robotic Assistance Devices, Inc.
(RAD), is redefining the $25 billion (US) security and guarding
services industry through its broad lineup of innovative, AI-driven
Solutions-as-a-Service business model. RAD solutions are
specifically designed to provide cost savings to businesses of
between 35%-80% when compared to the industry's existing and costly
manned security guarding and monitoring model. RAD delivers these
tremendous cost savings via a suite of stationary and mobile
robotic solutions that complement, and at times, directly replace
the need for human personnel in environments better suited for
machines. All RAD technologies, AI-based analytics and software
platforms are developed in-house.
RAD has a prospective sales pipeline of over 35 Fortune 500
companies and numerous other client opportunities. RAD expects to
continue to attract new business as it converts its existing sales
opportunities into deployed clients generating a recurring revenue
stream. Each Fortune 500 client has the potential of making
numerous reorders over time.
About Artificial Intelligence Technology
Headquartered in Ferndale, MI, Artificial Intelligence Technology
Solutions Inc. is an innovator in the delivery of artificial
intelligence-based solutions that empower organizations to gain new
insight, solve complex challenges and fuel new business ideas.
Through its next-generation robotic product offerings, AITX's RAD,
RAD-M and RAD-G companies help organizations streamline operations,
increase ROI, and strengthen business. AITX technology improves
the simplicity and economics of patrolling and guard services and
allows experienced personnel to focus on more strategic tasks.
Customers augment the capabilities of existing staff and gain
higher levels of situational awareness, all at drastically reduced
cost. AITX solutions are well suited for use in multiple industries
such as enterprises, government, transportation, critical
infrastructure, education, and healthcare.
Deer Park, Illinois-based L J Soldinger Associates, LLC, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated June 14, 2023, citing that the
Company had a net loss of approximately $18 million, an accumulated
deficit of approximately $112 million and stockholders' deficit of
approximately $32 million as of and for the year ended February 28,
2023, and therefore there is substantial doubt about the ability of
the Company to continue as a going concern.
For the nine months ended Nov. 30, 2023, the Company had negative
cash flow from operating activities of $9,378,427. As of Nov. 30,
2023, the Company has an accumulated deficit of $125,535,116, and
negative working capital of $12,944,810. Management does not
anticipate having positive cash flow from operations in the near
future. The Company said these factors raise a substantial doubt
about the Company's ability to continue as a going concern for the
twelve months following the issuance of these financial statements.
ASPIRA WOMEN'S: Registers Additional 333,333 Shares Under 2019 Plan
-------------------------------------------------------------------
Aspira Women's Health Inc. filed a Form S-8 registration statement
with the Securities and Exchange Commission for the purpose of
registering an additional 333,333 shares of the Company's common
stock, par value $0.001 per share issuable under the Company's 2019
Stock Incentive Plan. A full-text copy of the prospectus is
available for free at:
https://www.sec.gov/Archives/edgar/data/926617/000119312524016880/d728463ds8.htm
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's gynecological
health with the discovery, development, and commercialization of
innovative testing options for women of all races and ethnicities,
starting with ovarian cancer. Its ovarian cancer risk assessment
portfolio is marketed to healthcare providers as OvaSuite.
OvaWatch is a non-invasive, blood-based test intended for use in
the initial clinical assessment of ovarian cancer risk in women
with benign or indeterminate adnexal masses for which surgical
intervention may be either premature or unnecessary.
In its Quarterly Report for the three months ended Sept. 30, 2023,
Aspira Women's Health said there is substantial doubt about its
ability to continue as a going concern. The Company has incurred
significant net losses and negative cash flows from operations
since inception, and as a result has an accumulated deficit of
approximately $515,214,000 as of September 30, 2023. It also
expects to incur a net loss and negative cash flows from operations
for the remainder of 2023. Working capital levels may not be
sufficient to fund operations as currently planned through the next
12 months, absent a significant increase in revenue over historic
revenue or additional financing.
AVENUE DC: Hires The Veritas Law Firm as Special Counsel
--------------------------------------------------------
The Avenue DC, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of Columbia to employ The Veritas Law Firm as
special counsel.
The firm's services include:
a. investigating various options related to keeping the
business operating as an on-going concern or advising on readying
the business for possible sale;
b. representing the Debtor in business specific matters that
may affect the operation of the business in the industry in which
Debtor operates such as the District's Alcoholic Beverage Control
Board and any other relevant licensing or regulatory agencies; and
c. performing any other legal services reasonably necessary
and advisable in connection with the foregoing.
The firm will be paid at these rates:
Andrew J. Kline $500 per hour
Other attorneys $275 and $400 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Andrew J. Kline, Esq., a partner at The Veritas Law Firm, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andrew J. Kline, Esq.
The VERITAS LAW FIRM
1225 19th Street, NW, Suite 320
Washington, DC 20036
Tel: (202) 686-7600
Fax: (202) 293-3130
About The Avenue DC, LLC
The Avenue DC, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.D.C. Case No. 23-00339) on November
17, 2023, listing up to $50,000 in assets and $500,001 to $1
million in liabilities.
Judge Elizabeth L Gunn presides over the case.
Craig Palik, Esq. at McNamee Hosea, P.A. represents the Debtor as
counsel.
BAAKLEEN CAPITAL: Seeks to Hire W. Derek May as General Counsel
---------------------------------------------------------------
Baakleen Capital seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire the Law Office of W.
Derek May as its general insolvency counsel.
The firm will render these services to:
a. advise the Debtor concerning the requirements of the
Bankruptcy Court, the Federal Rules of Bankruptcy Procedure, the
Local Rules of the Central District of California; and with respect
to compliance with the requirement of the Office of the United
State Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor in regard to its
assets and the claims of its creditors;
c. conduct examinations of witnesses, claimants, or adverse
parties with respect to any necessary or pending litigation arising
in Bankruptcy;
d. prepare and assist in the preparation of reports, accounts,
applications, motions, complaint, orders and or any other pleadings
of any kind required in the case;
e. represent the Debtor in any proceedings or hearings in this
Court and any proceedings in any other court where the Debtor's
rights under the Bankruptcy Code may be litigated or affected;
f. file any motion, applications or other pleadings
appropriate to effectuate the reorganization of the Debtor;
g. review claims filed in the Debtor's case, and, if
appropriate, to prepare and file objections to disputed claims;
h. assist the Debtor in negotiation, formulation, confirmation
and implementation of a Chapter 11 plan of reorganization;
i. assist the Debtor in negotiation with the Estate's secured
creditors;
j. serve as the Debtor's general insolvency counsel in
cooperation with any special counsel or other professional(s)
retained by the Debtor in the case;
k. represent the Debtor in any adversary proceedings filed in
the case;
l. communicate with the Subchapter V Trustee as needed for
facilitation of a consensual plan; and
m. take such other action and perform such other services as
the Debtor may require of the firm in connection with its Chapter
11 case.
W. Derek May, Esq., the firm's attorney who will be providing the
services, will be paid at an hourly rate of $375.
The Debtor paid $12,000 to the law firm as a retainer fee.
Mr. May disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. May can be reached at:
W. Derek May, Esq.
LAW OFFICE OF W. DEREK MAY
400 N. Mountain Ave., Suite 215B
Upland, CA 91786
Tel: (909) 920-0443
Email: wdmlaw17@gmail.com
About Baakleen Capital
Baakleen Capital filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10044) on Jan.
6, 2024, with $50,001 to $100,000 in assets and $500,001 to $1
million in liabilities.
Judge Theodor Albert oversees the case.
W. Derek May, Esq., at the Law Office of W. Derek May represents
the Debtor as bankruptcy counsel.
BIFM CA: Moody's Rates New Sr. Secured First Lien Term Loan 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to BIFM CA Buyer
Inc.'s (BGIS) new backed senior secured first lien term loan. The
company's B3 corporate family rating, B3-PD probability of default
rating, existing B3 backed senior secured bank credit facility
rating and stable outlook remain unchanged.
The company intends to use the net proceeds from the proposed
senior secured first lien term loan to repay the C$962 million
outstanding principal on its existing first lien term loan and
C$195 million outstanding principal on its second lien term loan.
The proposed transaction extends the maturity of the company's
first lien term loan by two years to 2028 from 2026.
"The proposed transaction is largely leverage neutral and Moody's
expect BGIS's strong operational performance and EBITDA growth will
support deleveraging towards 6x", said Mikhil Mahore, Moody's
analyst.
RATINGS RATIONALE
BIFM CA Buyer Inc.'s CFR benefits from: (1) good market position in
the integrated facilities management business in Canada and
Australia; (2) steady organic EBITDA growth supported by the trend
towards outsourcing facility management with ample runway for
inorganic growth under the company's active M&A strategy; and (3)
strong customer retention track record, including blue chip and
government clients with multiyear contracts underpinning good
revenue visibility. However, the rating is constrained by: (1)
interest coverage (EBITDA/interest) below 2x in 2023 and 2024 and
debt to EBITDA remaining around 6x; (2) small scale compared to
large international competitors; (3) geographic and customer
concentration, with Canada and Australia accounting for nearly 87%
of EBITDA in 2022 and one-third of gross margin tied to two
government entities; and (4) aggressive financial policies
including debt-funded dividends that has kept financial leverage
above 6x.
BGIS has good liquidity. The sources of liquidity total around
C$280 million, consisting of cash on hand of about C$135 million
(at Q3 2023, pro forma for the transaction), full availability
(before deducting about C$25 million letters of credit) under the
company's US$90 million revolving credit facility (reduces to
US$77.75 million in June 2024) expiring December 2027 and Moody's
expectation of about C$70 million free cash flow through 2024.
Customer prepayments could result in fluctuations in working
capital, thereby impacting the company's free cash flow and
liquidity. Uses of cash are limited to about C$12 million in
mandatory debt amortizations. The revolving credit facility is
subject to a springing net leverage covenant which Moody's expects
the company would remain in compliance with if sprung. The company
has limited ability to generate liquidity from asset sales.
BGIS's senior secured revolving credit facility expiring December
2027 and senior secured first lien term loan due in May 2028 are
rated B3, the same as BGIS's CFR because it makes up the bulk of
the debt. The rated debt at BGIS is supported by secured upstream
guarantees from BGIS's Canadian and US operating subsidiaries
(restricted subsidiaries) but no other BGIS operations (restricted
non-guarantee subsidiaries, including BGIS Australia). Despite
this, BGIS's parent owns those businesses and provides a guarantee
to the rated debt that is secured by the stock of subsidiaries.
The stable outlook reflects Moody's expectation that EBITDA
expansion will support modest deleveraging while the company
maintains good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if the company demonstrates a
conservative financial policy track record and maintains a strong
liquidity profile, while sustaining Debt/EBITDA below 6x and
EBITDA/Interest above 2x.
The ratings could be downgraded if the company sustains Debt/EBITDA
above 8x, EBITDA/Interest is below 1x or if liquidity becomes
weak.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
BGIS is a global provider of integrated facilities management (IFM)
services headquartered in Markham, Ontario. BGIS provides facility
management, project delivery, energy & sustainability services,
asset management, workplace advisory and real estate services to
public and private enterprises in North America, the UK and the
Asia-Pacific region.
BIOLASE INC: Expects 2023 Revenue of $48.9M to $49.2M
-----------------------------------------------------
BIOLASE, Inc. announced preliminary unaudited revenue results for
2023 based on currently available information and expects to report
year-over-year growth as it continues to generate interest among
dental practitioners for its industry leading lasers. The Company
is also taking additional steps to optimize operations and believes
its revenue-generating strategies and prudent management of its
expenses will enable it to achieve its sales and profitability
goals in 2024.
Below are preliminary full-year revenue results, a recap of the
Company's 2023 key accomplishments, and anticipated operational and
product milestones for 2024.
Preliminary Full-Year 2023 Results
* Full-year 2023 revenue is expected to be in the range of $48.9
million to $49.2 million, achieving 1% growth over 2022 despite the
industry headwinds and interest rate environment
* The Company generated increased adoption of its
industry-leading dental laser, with approximately 71% of U.S.
Waterlase sales in full-year 2023 coming from new customers
* The Company delivered an increased sales conversion rate of
45% in 2023, with the continued success of its Waterlase Trial
Program
* Achieved record consumable sales in 2023, an increase of
approximately 20% over 2022
* The Company believes it is well positioned with its
industry-leading dental lasers and broad intellectual property
("IP") portfolio to capitalize on the significant market
opportunity for dental laser adoption and, with the year-end cash
and cash equivalents balance of $6.6 million, execute its growth
strategies throughout 2024
2023 Accomplishments
* Demonstrated leadership in creating awareness of the benefits
of laser dentistry through over 500 webinars, study clubs,
tradeshows, and training events in 2023
* Remained highly engaged with potential customers in 2023 with
marketing qualified leads increasing 5X over 2018 levels
* Opened a model dental office to increase marketing,
testimonial, and training opportunities
* Launched training centers to enhance sales and marketing
efforts and communicate the benefits of BIOLASE technology
* Launched BIOLASE'S education web portal at
Education.Biolase.com
* Realized cost savings and improved quality from in-house
manufacturing of key components
Anticipated 2024 Milestones Expected to Position BIOLASE for
Long-Term Growth and Success
The Company continues to remain committed to advancing the field of
dentistry through cutting-edge laser solutions while achieving
profitability. In January 2024, to improve the Company's cost
structure, it reduced its total workforce by approximately 15%,
resulting in a projected annualized cost savings of approximately
$2.5 million.
In 2024, the Company plans to:
* Grow total full-year 2024 revenue between 6% and 8% to between
$52 million and $53 million through the continued adoption of
lasers and consumables by the dental community, including general
dentists, dental specialists, dental hygienists, and group practice
entities (DSOs)
* Improve loss from operations by 50% to 60% for the full year
2024
* Achieve positive adjusted EBITDA results for the full year of
2024 (adjusted EBITDA is defined as net loss before interest,
taxes, depreciation and amortization, patent litigation
settlements, stock-based and other non-cash compensation, and the
change in allowance for doubtful accounts)
* Broaden participation in BIOLASE dental and hygiene academies
to expand awareness of the benefits of BIOLASE lasers to patients
* Expand its educational offerings through
Education.Biolase.com, enabling dental clinicians to elevate their
standard of dental care and improve patient outcomes through laser
technology
* Increase the efficiency of its Waterlase Trial Program to
drive increased adoption
* Expand the DSO customer base and further penetrate the DSO
market
The Company will report its fourth quarter and full-year 2023
financial results in March 2024.
About Biolase
Biolase, Inc. -- http://www.biolase.com-- is a medical device
company that develops, manufactures, markets, and sells laser
systems that provide significant benefits for dental practitioners
and their patients. The Company's proprietary systems allow
dentists, periodontists, endodontists, pediatric dentists, oral
surgeons, and other dental specialists to perform a broad range of
minimally invasive dental procedures, including cosmetic,
restorative, and complex surgical applications.
Biolase reported a net loss of $28.63 million in 2022, a net loss
of $16.16 million in 2021, a net loss of $16.83 million in 2020, a
net loss of $17.85 million in 2019, and a net loss of $21.52
million in 2018. As of Sept. 30, 2022, the Company had $42.86
million in total assets, $29.01 million in total liabilities, and
$13.86 million in total stockholders' equity.
The Company incurred losses from operations and used cash in
operating activities for the three and nine months ended Sept. 30,
2023 and for the years ended Dec. 31, 2022, 2021, and 2020. The
Company said its recurring losses, level of cash used in
operations, and potential need for additional capital, along with
uncertainties surrounding the Company's ability to raise additional
capital, raise substantial doubt about the Company's ability to
continue as a going concern.
BLUE LIGHTNING: Seeks to Hire Fathom Realty as Real Estate Agent
----------------------------------------------------------------
Blue Lightning Holdings, Inc., Blue Lightning Transportation
Solutions, Inc., and Truckers Pipeline, Inc. seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to hire
Fathom Realty as its agent.
The firm will market and sell the Debtor's property located at 9333
Crowley Road, Fort Worth, Texas.
The agent's compensation is a flat 6 percent commission on the
gross sale proceeds.
Fathom Realty is a "disinterested person" within the meaning of
Bankruptcy Code Section 101(14), according to court filings.
The firm can be reached through:
Sally Zaharovitz
Fathom Realty
6841 Virginia Pkwy #103-448
McKinney. TX 75071
Phone: (214) 713-9291
Email: sallt@zdmrealestate.com
About Blue Lightning Holdings
Blue Lightning Holdings, Inc. and its affiliates filed voluntary
petitions for Chapter 11 protection (Bankr. N.D. Texas Lead Case
No. 23-41064) on April 15, 2023. At the time of the filing, Blue
Lightning Holdings reported as much as $50,000 in assets and $1
million to $10 million in liabilities.
Judge Mark X. Mullin oversees the cases.
The Debtors tapped Howard Marc Spector, Esq., at Spector & Cox,
PLLC as legal counsel and Sabrina Hill, CPA, PLLC as accountant.
BOROHUB GARDENS: Seeks to Hire Northgate Real Estate as Broker
--------------------------------------------------------------
Borohub Gardens LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Northgate Real
Estate Group as its broker.
The broker will negotiate and accept offers on the purchase of the
Debtor's property located at 4820 Bay Parkway, Brooklyn, NY 11230.
Northgate will be paid a commission equal to 5 percent of the gross
purchase price of the property; 6 percent of any commission that is
split with another broker; and 2.5 percent of any deal should any
member of the principal of Debtor be the party to purchase the
property.
As disclosed in the court filings, the broker neither holds nor
represents any interests adverse to the Debtor's estate and is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Greg Corbin
NORTHGATE REAL ESTATE GROUP
433 5th Avenue, Fourth Floor
New York, NY 10016
Phone: (212) 419-9103
About Borohub Gardens LLC
Borohub Gardens LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 23-44469) on December 4, 2023, disclosing under
$1 million in both assets and liabilities.
The Debtor hires Scura Wigfield Heyer & Stevens, LLP as counsel.
BULLDOG PURCHASER: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from negative
and affirmed all its ratings, including its 'CCC+' issuer credit
rating, on Bulldog Purchaser Inc. (doing business as Bay Club).
S&P said, "The positive outlook reflects our expectation that
continued organic growth in revenue and EBITDA and a full year of
revenue and EBITDA contribution from acquired clubs will result in
significant S&P Global Ratings-adjusted EBITDA growth by the end of
fiscal 2024 (ending January 31, 2025) to a run rate that could
reduce leverage to about 7.0x, which we would view as likely
sustainable over the long term.
"The outlook revision reflects our expectation that Bay Club's
revenue growth, and an improving EBITDA margin will result in
incremental leverage reduction through fiscal 2024 to an extent
that we could view the capital structure as sustainable over the
long term. Our updated forecast is that Bay Club's S&P Global
Ratings-adjusted gross debt to EBITDA will be in the 9x area in
fiscal year ending Jan. 31, 2024 (fiscal 2023), which is higher
than we previously expected due to the inclusion of the incremental
term loan. While still very high, we expect Bay Club's run rate
EBITDA could drive S&P Global Ratings-adjusted leverage to about 7x
by the end of fiscal 2024. As a result, we believe the company
would be in a much better position to successfully refinance its
first-lien term loan maturing in September 2025 ($499.8 million
outstanding as of Sept. 30, 2023), which comprises the majority of
its capital structure. We forecast Bay Club's revenue will grow by
30% in 2024 due to recent acquisitions and membership price
increases in the high-single-digit percent area. We also expect its
EBITDA margin will modestly expand as the company realizes cost
synergies from integrating recent acquisitions. Bay Club has
reported a good recovery in revenue and a full recovery in EBITDA
over the past several quarters from the impact of the COVID-19
pandemic. As of the third quarter 2023, club usage was at 116% of
pre-covid levels. We expect Bay Club will continue to see growth in
memberships and utilization as the company benefits from an ongoing
shift toward consumer spending on experiences and in-person fitness
options.
"We view Bay Club's recent acquisitions as an overall credit
positive due to the equity offering and increases in revenue and
EBITDA base. During the third quarter of fiscal 2023, Bay Club
closed on tuck-in acquisitions of the Crow Canyon Country Club and
Rolling Hills Club, which was initially funded with a mix of cash
and about $35 million of revolver capacity. In addition, during the
fourth quarter the company acquired Pro Club, which includes a
premier 350,000-sq.-ft sports resort in Bellevue and 30,000-sq.-ft
satellite location in downtown Seattle. To fund the acquisitions,
the company raised a new unrated $100 million incremental term loan
and $120 million in common equity from its financial sponsor,
affiliates of KKR & Co. Inc. As of Dec. 3, 2024, the company fully
paid down the outstanding revolver balance using these funds.
Bay Club benefits from its wide range of amenities, high-quality
hospitality experience, and enhanced facility amenities and member
experience from significant investments. S&P said, "Bay Club offers
a variety of amenities and provides a high-quality hospitality
experience to affluent consumers, which we view favorably. The
company's clubs also exhibit lower attrition rates than most
fitness club operators, which contributes to a predictable stream
of dues and low overall profit volatility. Despite its
participation in a leisure club segment that is adjacent to the
highly competitive and fragmented fitness club industry, we believe
Bay Club has diverse amenities that result in higher barriers to
entry than faced by other fitness clubs. In addition, the company
also earns a relatively high percentage of revenue from ancillary
sources, such as family programs, personal training, and other
services, which supports high customer loyalty."
Over the past couple of years, Bay Club has made significant
renovations to its clubs in Santa Clara, El Segundo, and Redondo
Beach, Calif. Improvements to these clubs include revamped locker
rooms, pools, fitness areas, and studios, as well as family
programming spaces providing activities for kids of all ages.
Although these renovations were capital intensive, S&P believes
they will enhance the member experience, combat attrition, promote
family attendance by providing children with fun activities, and
support long-term growth.
Despite recent acquisitions, Bay Club continues to face risks from
its lack of scale and geographic diversity in its portfolio.
Relative to peers, Bay Club's portfolio contains a small number of
clubs and members. The small club base is a potential competitive
disadvantage, in S&P's view, compared with other leisure clubs with
larger geographic reach. With its concentration in California,
region-specific economic deterioration or statewide minimum wage
increases may hurt its operating income. The 2019 acquisition of
five clubs from Leisure Sports included one club in Portland,
Oregon, and in 2023 the acquisition of Pro Club located in Seattle,
WA have broadened the geographic footprint into the Pacific
Northwest region.
S&P said, "We believe the newly added presence in the Seattle
market from the acquisition of Pro Club will help mitigate some
risks relating to Bay Club's lack of scale and geographic
diversity; it is heavily concentrated in California. In addition,
it is our understanding that Pro Club has an exclusive contract
with Microsoft, whose Redmond campus headquarters is located within
walking distance to the Bellevue location, providing a material
recurring revenue stream and good club utilization. Prior to the
acquisition, Pro Club had its own stand-alone administrative
overhead, and we believe there is significant opportunity for cost
savings and synergies as Bay Club incorporates Pro Club into its
portfolio over the coming quarters.
"Bay Club faces risks from private-equity ownership and the
tendency of financial sponsors to use leverage to fund
acquisitions, investments, or cash distributions. Bay Club is owned
by affiliates of KKR & Co. Inc. Our assessment of the company's
financial risk reflects corporate decision-making that could
prioritize the interests of controlling owners, in line with our
view of most rated entities owned by private-equity sponsors. Our
assessment also reflects its generally finite holding periods and a
focus on maximizing shareholder returns.
"The positive outlook reflects our expectation that continued
organic growth in revenue and EBITDA and a full year of revenues
from acquired clubs will result in significant growth in S&P Global
Ratings-adjusted EBITDA by the end of fiscal 2024 to a run rate
that could reduce leverage to about 7.0x; we would view this as
likely sustainable over the long term and would lead us to believe
the company could successfully refinance its first-lien term
loan."
S&P could raise its ratings on Bay Club if:
-- The company's membership base, EBITDA, and cash flow recover in
such a way that it can comfortably cover its fixed charges and
modest acquisition spending, and S&P becomes confident its capital
structure is sustainable over the long term; or
-- S&P believes the company could sustain leverage of less than
7.5x.
In addition, an upgrade would likely require S&P's belief that the
company would be able to extend or refinance its first-lien term
loan due 2025.
S&P could revise its outlook to stable or negative or lower its
rating on Bay Club if:
-- The recovery in its membership, revenue, EBITDA, and cash flow
significantly underperforms S&P's base case due to a weak
macroeconomic environment; or
-- S&P anticipates the company's liquidity position will worsen
and lead to the inability to refinance the company's capital
structure at par, such that a default or debt restructuring will
occur in the subsequent 12 months.
BWB HOUMA: Seeks Approval to Hire i5 Advisory as Financial Advisor
------------------------------------------------------------------
BWB Houma Holdings LLC and BWB Controls Inc. seek approval from the
U.S. Bankruptcy Court for the Eastern District of Louisiana to
employ i5 Advisory, LLC as their mergers and acquisition financial
advisor and provide investment banking services.
The firm will render these services:
a. commence its review of the Debtor's financial position,
financial history, operations, competitive environment, and assets
to assist the Debtor in determining the best means and timing to
effect a Transaction with any person or entity (including, among
others, former and existing creditors, affiliates, employees and/or
stockholders, members, all of the foregoing being considering
"Constituents").
b. develop a list of potential investors, buyers and/or
strategic partners (jointly referred to herein as "Investors") and
interact with such Investors in an effort to create interest in one
or more Transactions. After consultation with the Debtor and its
advisors, i5A will prepare marketing materials, including, as
appropriate, a Teaser and/or a Confidential Information Memorandum
and an online data room (hosted by ShareVault) (collectively the
"Marketing Materials") (with substantial input from the Debtor) to
provide to interested Investors. i5A's services may include, but
not be limited to, developing a coordinated sales effort and
assisting in the negotiation and structuring of the financial
aspects of any proposed Transaction. As appropriate, i5A will
submit and discuss the Offering Materials with interested parties,
will coordinate the negotiating process with the Debtor and its
other advisors (i.e. attorneys, accountants), will actively
participate in negotiations, and otherwise reasonably assist the
Debtor in effectuating a Transaction, or Transactions.
i5 Advisory will be compensated as follows:
a. Work Fee: Upon the full execution of this Agreement, the
Debtor shall pay to i5A an initial amount of $20,000 for services
to be performed under this Agreement. One-fourth of the Work Fee
($5,000) is payable, via wire transfer, immediately upon Court
approval of this Agreement and the remaining three-fourths of the
Work Fee ($15,000) is payable immediately upon the Debtor securing
Debtor In Possession (DIP) or other financing. This Work Fee is
solely for consulting services provided by i5A for financial
review, preparation of Marketing Materials, financial models,
strategy formation and review, and marketing to potential
Investors. This Work Fee is not refundable and is not related to
the Transaction Fee associated with the Transaction or Transactions
contemplated under this Agreement. The services covered by this
Work Fee does not guarantee that a successful Transaction will
occur.
b. Transaction Fee: The Debtor shall request that the Court
approve a payment to i5A immediately and directly out of the
proceeds, at closing, of each Transaction as a cost of sale of each
Transaction, in cash, a transaction fee ("Transaction Fee") shall
be equal to 2 percent of the Aggregate Gross Consideration
("Aggregate Gross Consideration" or "AGC").
c. Aggregate Gross Consideration: For the purpose of
calculating the Transaction Fee in respect of each Transaction, the
Aggregate Gross Consideration shall be the total proceeds and other
consideration paid to or received by, or to be paid to or received
by, the Debtor, or paid to others on behalf of the Debtor, or any
of its Constituents or other parties in interest in connection with
a Transaction (which consideration shall be deemed to include
amounts in escrow), including, without limitation, cash, loans,
notes, refinancings, securities and other property, payments made
in installments, amounts payable under consulting agreements,
above-market employment contracts, non-compete agreements or
similar arrangements, payments made under a license agreement, or
Contingent Payments. In addition, if any of the Debtor's
liabilities are assumed or otherwise paid down or paid off in
conjunction with a Transaction (by the Debtor or any Investor, in
the form of "cure" payments or otherwise), the Aggregate Gross
Consideration will be increased to reflect the face value of any
such payments or satisfaction of such liabilities. Contingent
Payments shall be defined as the fair market value of consideration
received or receivable by the Debtor, or any of its Constituents or
Creditors and/or any other parties in the form of deferred
performance-based payments, "earn-outs", or other contingent
payments based upon the future performance of the Debtor or any of
its businesses or assets. Such fee however shall not apply to any
management incentive program in favor of the Companies employees or
management.
d. Value of Consideration: For the purpose of calculating the
Aggregate Gross Consideration received in a Transaction, the value
of any purchase money or other promissory notes shall be deemed to
be the face amount thereof. In the event the Aggregate Gross
Consideration includes any Contingent Payments, i5A's Transaction
Fee shall be calculated based on the fair market value of such
Contingent Payments as of closing and i5A shall be paid such
Transaction Fee at the closing of the Transaction.
e. Reimbursement of Expenses: In addition to any other
payments, and regardless of whether any Transaction is consummated,
i5A shall be reimbursed for out-of-pockets expenses that are
reasonably incurred in connection with its services. Such fees and
expenses will include, but not be limited to, travel expenses
(airfare and hotel only), virtual data room (VDR) charges (hosted
by ShareVault with an estimated cost of $3,500), database charges,
and delivery and distribution charges. Said amounts, if any, will
be billed to the Debtor periodically and reimbursed by the Debtor
within 15 days of the billing date.
i5A is a "disinterested person" within the meaning of Bankruptcy
Code section 101(14), as required by Bankruptcy Code section 327(a)
and does not hold or represent an interest materially adverse to
the Debtor's estate, according to court filings.
The firm can be reached through:
Dale Behan
i5 Advisory, LLC
5956 Berkshire Lane, Suite 600
Dallas, TX 75225
Phone: +1 972-504-7143
Email: dale@i5advisory.com
About BWB Houma Holdings LLC
BWB Houma Holdings LLC specializes in the design and manufacturing
of pneumatically, hydraulically, and electrically operated surface
safety components. The Debtor offers machining, milling, assembly
and testing services to the upstream, midstream and downstream oil
and gas industries.
BWB Houma Holdings LLC and BWB Controls Inc. sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Lead
Case No. 24-10030) on January 9, 2024. In the petition signed by
Edward A. LaBorde, president and CEO, the Debtor disclosed up to
$10 million in both assets and liabilities.
Judge Meredith S. Grabill oversees the case.
Douglas S. Draper, Esq., at Heller, Draper & Horn, LLC, represents
the Debtor as legal counsel.
CANO HEALTH: ITC Rumba, E. Cooperstone Hold 12.9% of Class A Shares
-------------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, ITC Rumba, LLC disclosed that as of Jan. 17, 2024, it
beneficially owned 580,102 shares of Class A Common Stock, $0.01
par value per share, of Cano Health, Inc., representing 12.9
percent of the Shares outstanding. Elliot Cooperstone also
reported beneficial ownership of 580,250 Class A shares.
The percent of class was calculated based on (i) 2,887,608 shares
of Class A Common Stock outstanding as of Nov. 9, 2023, as reported
in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on
Nov. 13, 2023, and (ii) 1,597,809 shares of Class B Common Stock
previously converted into Class A Common Stock by ITC Rumba, LLC.
Shares of Class B Common Stock are convertible into shares of Class
A Common Stock on a one-for-one basis at any time at the option of
the holder.
Mr. Cooperstone directly holds 148 shares of Class A Common Stock
of the Issuer. ITC Rumba, LLC directly holds 580,102 shares of
Class A Common Stock of the Issuer. Cooperstone is the founder and
managing Partner of ITC Rumba, LLC and may be deemed the beneficial
owner of the shares held by ITC Rumba, LLC with voting and
dispositive control over such securities.
On each of Dec. 15, 2023 and Jan. 12, 2024, ITC Rumba, LLC
exchanged 532,603 and 1,065,206 PCIH Common Units, respectively,
together with the surrender and cancellation of the same number of
shares of Class B Common Stock, for an equal number of shares of
Class A Common Stock, pursuant to the Second Amended and Restated
Limited Liability Company Agreement of Primary Care (ITC)
Intermediate Holdings, LLC.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1800682/000119312524016832/d929099dsc13da.htm
About Cano Health
Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary
care-centric, technology-powered healthcare delivery and population
health management platform. Founded in 2009, with its headquarters
in Miami, Florida, Cano Health is transforming healthcare by
delivering primary care that measurably improves the health,
wellness, and quality of life of its patients and the communities
it serves through its primary care medical centers and supporting
affiliated providers.
Cano Health reported a net loss of $428.39 million in 2022, a net
loss of $116.74 million in 2021, a net loss of $71.06 million in
2020, and a net loss of $19.78 million in 2019.
"Management has evaluated the significance of these relevant
conditions in relation to the Company's ability to meet its
obligations and has concluded that there is substantial doubt about
the Company's ability to continue as going concern within one year
after the date that the financial statements are issued. The
Company's ability to continue as a going concern is contingent
upon, among other things, successful execution of management's
intended plan over the next 12 months to improve the Company's
liquidity and profitability," said Cano in its Quarterly Report for
the period ended Sept. 30, 2023.
* * *
As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'.
S&P said, "We based our negative outlook on our expectation for
continued weak operating performance and cash flow deficits. Given
the company's current liquidity position, we believe there is
heightened risk of a near-term default such as a bankruptcy filing,
debt restructuring, or missed interest payment."
CANO HEALTH: Reports 42.5% of Class A Shares of MSP Recovery
------------------------------------------------------------
Cano Health, Inc. disclosed in a Schedule 13D/A filed with the U.S.
Securities and Exchange Commission that as of January 23, 2024, it
beneficially owned 6,125,998 shares of MSP Recovery, Inc.'s Class A
Common Stock, representing 42.5% of the Class A Shares
outstanding.
The 6,125,998 Class A Shares beneficially owned by Cano Health
represent approximately 4.4% of the MSP's total outstanding voting
shares.
Cano Health's voting power percentage assumes an aggregate of
138,669,106 shares of Issuer voting stock outstanding, consisting
of (x) 14,415,930 Class A Shares outstanding as of November 27,
2023, based on information set forth in the Form S-1/A, and (y)
124,253,176 shares of the MSP's Class V common stock, par value
$0.0001 per share outstanding as of November 27, 2023, based on
information set forth in the Form S-1/A. The Class A Shares and
Class V Shares each are entitled to one vote per share on matters
submitted to a vote of the MSP's stockholders.
A full-text copy of the Report is available at
http://tinyurl.com/bdfub22n
About Cano Health
Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary
care-centric, technology-powered healthcare delivery and population
health management platform. Founded in 2009, with its headquarters
in Miami, Florida, Cano Health is transforming healthcare by
delivering primary care that measurably improves the health,
wellness, and quality of life of its patients and the communities
it serves through its primary care medical centers and supporting
affiliated providers.
Cano Health reported a net loss of $428.39 million in 2022, a net
loss of $116.74 million in 2021, a net loss of $71.06 million in
2020, and a net loss of $19.78 million in 2019.
* * *
As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'.
S&P said, "We based our negative outlook on our expectation for
continued weak operating performance and cash flow deficits. Given
the company's current liquidity position, we believe there is
heightened risk of a near-term default such as a bankruptcy filing,
debt restructuring, or missed interest payment."
CARVANA CO: BlackRock Holds 7% of Class A Shares as of Dec. 31
--------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2023, it
beneficially owned 7,962,533 shares of Class A common stock of
Carvana Co., representing 7 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/1364742/000108636424004625/us1468691027_012624.txt
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars. Carvana.com allows someone to purchase a vehicle
from the comfort of their home, completing the entire process
online, benefiting from a 7-day money back guarantee, home
delivery, nationwide inventory selection and more. Customers also
have the option to sell or trade-in their vehicle across all
Carvana locations, including its patented Car Vending Machines, in
more than 300 U.S. markets.
Carvana Co. reported a net loss of $2.89 billion for the year ended
Dec. 31, 2022, a net loss of $287 million for the year ended Dec.
31, 2021, and a net loss of $462 million for the year ended Dec.
31, 2020. As of Sept. 30, 2023, Carvana had $7.02 billion in total
assets, $7.23 billion in total liabilities, and a tota
stockholders' deficit of $202 million.
* * *
As reported by the TCR on Sept. 13, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based Carvana Co. to 'CCC+' from
'D'. S&P said, "The negative outlook reflects our expectation that
we could downgrade the company if the company's performance were to
deteriorate further such that we believe liquidity would become
constrained or if we believe there is a likelihood the company
could conduct a distressed restructuring over the next 12 months.
The upgrade to 'CCC+' reflects the near-term improvement in the
company's liquidity position, though the capital structure remains
unsustainable."
Moody's Investors Service upgraded Carvana Co.'s corporate family
rating to Caa3 from Ca, the TCR reported on Sept. 22, 2023.
Moody's said the upgrade of Carvana's CFR to Caa3 reflects the
completion of its debt exchange that pushes out some near-term
maturities, reduces outstanding debt and materially reduces cash
interest expense in the two years following the exchange.
CCI HOLDINGS: Wins Interim Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized CCI Holdings Group, LLC to use cash collateral
on an interim basis, in accordance with the budget, with a 10%
variance, retroactive to July 14, 2023.
Creditor CT Corporation System, as representative, may claim
blanket liens against the Debtor's assets.
The court ruled that the Debtor may use cash collateral to pay: (a)
amounts expressly authorized by the Court; (b) one quarter of the
current and necessary expenses set forth in the budget, and (c)
additional amounts as may be expressly approved in writing by the
Secured Creditors.
The Secured Creditors will have perfected post-petition liens
against cash collateral to the same extent and with the same
validity and priority as their prepetition liens, without the need
to file or execute any document as may otherwise be required under
applicable non bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditors.
A continued hearing on the matter is set for February 22, 2024 at 2
p.m.
A copy of the order is available at https://urlcurt.com/u?l=5FmJqJ
from PacerMonitor.com.
About CCI Holdings Group, LLC
CCI Holdings Group, LLC is a licensed and bonded concrete
contractor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02988) on July 14,
2023.
In the petition signed by Petar J. Pitesa, authorized member, the
Debtor disclosed $786,813 in assets and $1,330,069 in liabilities.
Judge Catherine Peek McEwen oversees the case.
Buddy D. Ford, Esq. represents the Debtor as legal counsel.
CENTRAL LOAN: Hires NAI 1st Valley as Real Estate Broker
--------------------------------------------------------
Central Loan Company, LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Mexico to employ NAI 1st Valley as
real estate broker.
The firm will market and sell the Debtor's real property located at
2601 North Main Street, Las Gruces, NM 88011.
The firm will be paid a commission of 6 percent of the total sales
price.
William Shattuck, a partner at NAI 1st Valley, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
William Shattuck
NAI 1ST VALLEY
1155 S Telshor Suite 100
Las Cruces, NM 88011
Tel: (575) 521-1535
Email: randy@1stvalley.com
About Central Loan Company, LLC
Central Loan Company, LLC, a loan agency in Las Cruces, N.M., filed
Chapter 11 petition (Bankr. D. N.M. Case No. 23-10917) on Oct. 18,
2023, with $1 million to $10 million in both assets and
liabilities. Ruben Smith, managing partner, signed the petition.
Judge Robert H. Jacobvitz oversees the case.
Thomas D. Walker, Esq., at Walker & Associates, P.C. represents the
Debtor as legal counsel.
CHAPIN DAIRY: Hires JP Tax Solutions LLC as Accountant
------------------------------------------------------
Chapin Dairy LLC, seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ JP Tax Solutions, LLC as
Accountant
The firm will prepare the Debtor's 2023 federal and state tax
returns.
The firm will be paid at the rate of $250 per hour, and will be
reimbursed for reasonable out-of-pocket expenses incurred.
Joey K. Penfold, managing member of JP Tax Solutions, LLC, assured
the court that he is a "disinterested person" within the meaning on
11 U.S.C. 101(14).
The firm can be reached through:
Joey K. Penfold
JP Tax Solutions LLC
4627 West 20th Street Road Suite B
Greeley, CO 80634
Phone: (970) 402-2170
About Chapin Dairy, LLC
Chapin Dairy, LLC owns five properties in Weldona, Colo. valued at
$5.96 million. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July
24, 2023. In the petition signed by A. Foy Chapin, manager, the
Debtor disclosed $11,249,082 in assets and $19,303,237 in
liabilities.
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.
CIRCLE C EQUIPMENT: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
authorized Circle C Equipment, LLC to use cash collateral on a
final basis, in accordance with the budget, with a 10% variance.
The Debtor requires the use of cash collateral to pay current
operating expenses.
Great Plains National Bank has secured claims that are secured by
properly perfected priority liens and security interests.
GPNB is entitled to a validly perfected first priority lien on and
security interests in the Debtor's post-petition Collateral, to the
extent that it had valid perfected first priority liens and
security interests in Debtor's post-Petition Collateral prior to
this bankruptcy case being filed, and subject to existing valid,
perfected and superior liens in the Collateral held by other
creditors, if any, and the Carve-Out.
The post-petition security interests and liens granted will be
valid, perfected and enforceable and will be deemed effective and
automatically perfected as of the Petition Date without the
necessity of GPNB taking any further action.
In the event of, and only in the case of Diminution of Value of
GPNB's interests in the Collateral, GPNB will be entitled to a
super-priority claim that will have priority in the Debtor's
bankruptcy case over all priority claims and unsecured claims
against the Debtor and its estate, now existing or hereafter
arising, of any kind or nature.
This super-priority claim will be subject and subordinate only to
the Carve-Out and not to any other unsecured claim (having
administrative priority or otherwise).
The Carve-Out will include any fees and expenses incurred by
Debtor's professionals, the Subchapter V trustee, Stephen Moriarty,
and approved by the Court.
The Debtor will be required to insure to its full value all
Collateral subject to GPNB's liens. The Debtor will be required to
furnish evidence of insurance to GPNB upon request.
A copy of the order is available at https://urlcurt.com/u?l=LHPN0b
from PacerMonitor.com.
About Circle C Equipment, LLC
Circle C Equipment, LLC in Oklahoma City, OK, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Okla. Case No.
23-13213) on December 6, 2023, listing $284,735 in assets and
$1,578,807 in liabilities. Ricky Collins as president/owner,
signed the petition.
Judge Sarah A. Hall oversees the case.
HAMMOND LAW FIRM serves as the Debtor's legal counsel.
COLLABO GROUP: Taps Rockstar Sales Team of Exp Realty as Broker
---------------------------------------------------------------
Collabo Group Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Rockstar Sales Team
of Exp Realty as its broker.
The firm will render these services:
a. list the Debtor's property located at 21 North Street
Middletown, New York 10940;
b. advise the Debtor when an offer for the property is made
and negotiate the transaction which is in the best interest of the
Debtor; and
c. assist the Debtor with all transactions performed in
connection with the sale.
The firm will be paid a commission of 6 percent of the sales price,
and a flat fee of $595.
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 through:
Philip Barnao
Rockstar Sales Team
of Exp Realty
239 Seaman Rd
Circleville, NY 10919
Phone: (845) 275-3508
Email: pbarnao@gmail.com
About Collabo Group Inc.
Collabo Group Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35891) on Oct. 24,
2023, listing under $1 million in both assets and liabilities.
Robert Lewis, Esq. at ROBERT S LEWIS PC represents the Debtor as
counsel.
CORE & MAIN: Moody's Raises CFR to Ba2, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded Core & Main LP's corporate
family rating to Ba2 from Ba3, probability of default rating to
Ba2-PD from Ba3-PD and the rating assigned to the company's
existing senior secured term loan B due 2028 to Ba3 from B1.
Moody's also assigned a Ba3 rating to the proposed senior secured
first lien term loan B, which will have terms and conditions
similar to the existing term loan. The company's speculative grade
liquidity (SGL) rating remains unchanged at SGL-1. The outlook is
maintained at stable.
Proceeds from the proposed term loan will be used for general
corporate purposes. As part of this transaction, the company will
be extending the expiration on its $1.25 billion asset based
revolving credit facility (ABL) to 2029.
The upgrade of Core & Main's CFR to Ba2 reflects governance
considerations, highlighted by the reduction of private equity firm
CD&R's ownership of Core & Main, which had been a constraint on the
rating. Following its most recent offering, CD&R now owns 0% of the
company. Moody's expects the CD&R affiliated board members will
roll off over the near-term in accordance with the new ownership
structure. The upgrade also reflects Core & Main's low leverage and
Moody's expectation that Core & Main will continue to perform well
and maintain low leverage, with Moody's adjusted debt-to-EBITDA
below 3x over the next two years. The company's ability to generate
strong cash flow further supports the upgrade.
The Ba3 assignment on the first lien term loan, one notch below the
CFR, reflects subordination to company's asset based revolving
credit facility.
RATINGS RATIONALE
Core & Main's Ba2 CFR reflects the company's position as one of the
largest distributors of water products in the US, with a national
presence in a highly fragmented market. The company's size, scale,
large customer base and wide array of product offerings provides a
distinct competitive advantage. Operating performance has been
strong and has led to adjusted debt/EBITDA, pro forma for the term
loan issuance, of 2.5x as of October 29, 2023 and relatively strong
profit margins compared to peers. Moody's forecast leverage to
remain relatively stable over the next 12 to 18 months. The rating
is further supported by Core & Main's significant free cash flow
generation, which Moody's project will be about $450 million over
the next 12-18 months. The rating is constrained by the cyclical
nature of the company's end markets, which can be directly and
indirectly impacted by new housing construction. Changes in
commodity pricing, specifically those used to produce PVC pipe and
ductile iron pipe products, can create cash flow volatility.
Moody's projects Core & Main will have very good liquidity over the
next two years, generating healthy free cash flow in each of the
next two years and ample availability on its $1.25 billion ABL
expiring 2029.
The stable outlook reflects Moody's expectations that Core & Main
will continue to grow over the long-term both organically and
through tack-on acquisitions while maintaining solid operating
margins above 7.5%. The stable outlook also reflects maintenance of
very good liquidity.
ESG CONSIDERATIONS
Core & Main's G-3 governance score reflects Moody's expectation
that the CD&R affiliated board members will roll off over the
near-term in accordance with the new ownership structure. The G-3
also reflects Moody's expectation for conservative financial
strategies including the company's target leverage of 1.5x - 3x net
debt/EBITDA.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade would require Moody's adjusted debt-to-EBITDA
sustained below 2x, preservation of very good liquidity and
maintenance of conservative financial strategies.
A ratings downgrade could result if Moody's adjusted debt-to-EBITDA
is sustained above 3.25x, if financial strategies become more
aggressive or if there is a deterioration of liquidity.
Core & Main LP, headquartered in Saint Louis, Missouri, is a
national distributor of water, sewage, drainage, stormwater and
fire protection products serving mainly the nonresidential,
residential and municipal end markets. Revenue for the twelve
months ended October 29, 2023 was $6.6 billion. The holding company
of the group, Core & Main, Inc., is listed on the New York Stock
Exchange under the "CNM" ticker symbol.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
CORE & MAIN: S&P Raises ICR to 'BB-' on Improved Financial Risk
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Core & Main
L.P. to 'BB-' from 'B+'. At the same time, S&P raised its
issue-level rating on the company's $1.5 billion first-lien term
loan B due 2028 to 'BB-' from 'B+' concurrent with the upgrade. The
recovery rating remains '4'.
S&P said, "We have also assigned our 'BB-' issue-level rating and
'4' recovery rating to the company's proposed $750 million
first-lien term loan B due 2031.
"At the same time, we assigned a new assessment of the company's
management and governance of neutral consistent with the removal of
its financial sponsor ownership.
"The positive outlook indicates that we could raise our rating on
Core & Main within the next 12 months if we believe the company
will continue to maintain debt leverage below 4x in most market
conditions including potential acquisitions and shareholder
rewards."
Core & Main L.P. has maintained debt leverage below 3x and the
recent secondary offering and share repurchase eliminates Clayton
Dubilier & Rice LLC's (CD&R) financial sponsor ownership, which was
a constraint for the rating.
The elimination of CD&R's financial sponsor ownership improves our
financial risk assessment. Debt to EBITDA has remained below 3x
since Core & Main's initial public offering (IPO) in 2021. However,
ratings upside has been constrained by its majority ownership by
financial sponsor CD&R. S&P said, "We now expect Core & Main's
financial policy to be less aggressive and supportive of the higher
rating despite the expectation it will continue to pursue growth
through acquisitions. Credit metrics will also be supported by good
free cash flow generation. We anticipate free operating cash flow
(cash from operations less capital spending) could exceed $400
million in 2024 supported by improved earnings and relatively low
capital spending."
Despite the $750 million term loan issuance we expect debt leverage
to remain below 3x in 2024. Core & Main is issuing a $750 million
term loan due 2031. At the same time, the company is proposing to
extend the maturity on its $1.25 billion asset-based lending (ABL)
credit facility (not rated) by three years to 2029 from 2026. The
company has indicated potential uses of the proceeds could include
acquisitions, as well as organic growth and productivity
initiatives. S&P said, "For the purposes of our forecast, we
anticipate the company will use the entire issuance for
acquisitions or to repay outstanding ABL borrowings. Despite the
additional debt, we expect debt to EBITDA to be in the 2.5x-3x
range, which is supportive of the higher rating."
Core & Main's competitive advantage assessment is based on its
leading market share, high margins, and diverse customer and
supplier base, offset by a narrow product and industry focus. The
company benefits from good market share (about 17%) in the very
fragmented water infrastructure supply market and its EBITDA
margins (around 15% for the trailing 12 months ended Oct. 30, 2023)
are higher than most building materials distributors S&P rate.
Approximately 50% of demand for its products is derived from
maintenance, repair, and replacement work. S&P views this portion
of the company's sales as less volatile and cyclical than its sales
in new residential developments (22%) and the 39% dedicated to
commercial markets. With about $6.78 billion in revenues expected
for fiscal-year-ended January 2024, Core & Main's size and scale
give it a competitive advantage over smaller players in both
pricing and supplying larger projects on a regional or nationwide
basis. The company also benefits from a very diverse customer base,
with no one customer accounting for more than 1% of sales.
Offsetting these positive attributes are Core & Main's narrow
product and industry focus limited to water infrastructure as well
as the impact of project delays. The company is also exposed to
swings in steel and resin costs, and some exposure to tariffs,
which can lead to short-term margin compression until prices can be
passed through.
S&P said, "The positive outlook indicates that we could raise our
rating on Core & Main within the next 12 months if we believe the
company will continue to maintain debt leverage below 4x in most
markets, including potential acquisitions and shareholder rewards.
"We could raise our issuer credit rating on Core & Main over the
next 12 months if the company maintains its current operating
momentum and a disciplined growth strategy such that we believe its
competitive position is enhanced while also maintaining debt
leverage well below 4x despite potential acquisitions and
shareholder rewards.
"We could return the rating outlook on Core & Main to stable if
debt leverage is sustained above 4x because of
weaker-than-anticipated earnings and cash flows or more aggressive
financial policy than we anticipate."
CYTODYN INC: Taps J. Lalezari M.D. as CEO, M. Cohen as Interim CFO
------------------------------------------------------------------
CytoDyn Inc. announced that Dr. Jacob Lalezari, formerly interim
CEO, was appointed to the CEO role, effective Jan. 26, 2024.
Dr. Lalezari's appointment as CEO was made following a robust and
competitive search process, carried out by the Company's Board of
Directors over the past seven months with support from
international search advisers. CytoDyn Board Chair Tanya Urbach,
commented, "Since July 2023, CytoDyn's board has undertaken a
thorough and highly competitive process to identify our next CEO,
considering several qualified candidates in detail. Following his
appointment as interim CEO in November 2023, a consensus developed
by the board that Dr. Lalezari was the outstanding candidate and is
the right leader for CytoDyn at this time. We are pleased that he
has agreed to assume the longer-term role and continue to lead us
during this critical time."
Dr. Lalezari stated, "I am honored to accept the position of CEO
during this crucial transition period for CytoDyn. Our clinical
protocol in HIV+ subjects with immune activation has been revised
per FDA guidance and, assuming the removal of the current hold on
the trial protocol, we hope to initiate the trial this year."
Dr. Lalezari's compensation under the Employment Agreement includes
the following: an initial annual base salary of $400,000, subject
to periodic adjustment; eligibility to participate in the Company's
short- and long-term incentive plans in which other executive
officers may participate, including an target annual bonus of 40%
of his base salary earned for services in the fiscal year ending
May 31, 2024; and an initial grant of a nonqualified stock option
to purchase 3,000,000 shares of the Company's common stock under
the Company's Amended and Restated 2012 Equity Incentive Plan. The
stock option will have an exercise price equal to 100% of the
closing price of the common stock on the grant date and will vest
over a four-year period beginning on the grant date. The
Employment Agreement, which replaces the agreement entered into by
Dr. Lalezari and the Company in November 2023, does not provide for
severance benefits. Under the Employment Agreement, either party
may terminate Dr. Lalezari's employment with the Company at any
time, with or without cause, and with or without advance notice.
In addition, the Company announced that Mitchell Cohen has been
appointed to the role of interim CFO, effective Feb. 1, 2024,
following the resignation of Antonio Migliarese, effective Jan. 31,
2024. Mr. Cohen will be working with Mr. Migliarese to facilitate
a smooth transition over the next several weeks.
As to the appointment of Mitch Cohen as interim CFO, Chair Tanya
Urbach noted, "We look forward to working with Mr. Cohen. CytoDyn
is confident in Mr. Cohen's ability to lead our financial
operations after his successfully serving as CFO and interim
executive for numerous companies. Mr. Cohen is working with the
company to facilitate a smooth transition in partnership with Mr.
Migliarese. We thank Mr. Migliarese for his contributions over the
past several years and wish him the very best in his future
endeavors."
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com-- is a clinical stage biotechnology
company
focused on the clinical development and potential commercialization
of its product candidate, leronlimab, which is being studied for
MASH, MASH-HIV, solid tumors in oncology, and other HIV
indications. The Company's focus is on implementing a therapeutic
development and commercialization pathway for leronlimab through an
approach that is opportunistic and minimizes the amount of Company
capital needed for the creation of value by identifying strategies
that are time- and cost-effective and support the creation of
non-dilutive financing opportunities, such as license agreements
and co-development or strategic partnerships.
CytoDyn reported a net loss of $79.82 million for the year ended
May 31, 2023, compared to a net loss of $210.82 million for the
year ended May 31, 2022. As of May 31, 2023, the Company had $11.29
million in total assets, $120.79 million in total liabilities, and
a total stockholders' deficit of $109.51 million.
San Jose, California-based Macias Gini & O'Connell LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated Sept. 13, 2023, citing that the
Company incurred a net loss of approximately $70,146,000 for the
year ended May 31, 2023 and has an accumulated deficit of
approximately $832,012,000 through May 31, 2023, which raises
substantial doubt about its ability to continue as a going concern.
DEADWORDS BREWING: Wins Cash Collateral Access Thru Feb 28
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Deadwords Brewing Company, LLC to use
cash collateral on an interim basis in accordance with the budget,
through February 28, 2024.
Specifically, the Debtor the Debtor is authorized to use cash
collateral to pay: (a) amounts expressly authorized by the Court,
including payments to the Subchapter V Trustee and payroll
obligations incurred post-petition in the ordinary course of
business; (b) the current and necessary expenses set forth in the
budget, plus an amount not to exceed 10% for each line item; and
(c) additional amounts as may be expressly approved in writing by
Celtic Bank Corporation and Toast Capital, LLC.
As adequate protection, the Secured Creditors will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the prepetition lien,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued preliminary hearing on the matter is set for February
28 at 10 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=whFBBs from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$16,763 for the week of February 5, 2024;
$15,369 for the week of February 12, 2024;
$13,982 for the week of February 19, 2024; and
$18,049 for the week of February 26, 2024.
About Deadwords Brewing Company LLC
Deadwords Brewing Company LLC is a craft brewpub operating in the
Parramore District of Downtown Orlando.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-04117) on October 2,
2023. In the petition signed by James D. Satterfield, managing
member, the Debtor disclosed up to $1 million in assets and up to
$10 million in liabilities.
Judge Grace E. Robson oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
DIAMOND SPORTS: Kramer & Hunton Represent Ad Hoc First Lien Group
-----------------------------------------------------------------
The law firms Kramer Levin Naftalis & Frankel LLP and Hunton
Andrews Kurth LLP filed a second verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose
that in the Chapter 11 cases of Diamond Sports Group LLC, et al.,
the firms represent Ad Hoc First Lien Group.
Counsel represents only the Ad Hoc First Lien Group in their
capacity as investment advisors or managers who, directly or
indirectly, through funds or accounts that they manage, control or
advise, are lenders under that certain First Lien Credit Agreement,
dated as of March 1, 2022, by and among non-Debtor Diamond Sports
Intermediate Holdings LLC, as Holdings, Diamond Sports Group, LLC,
as borrower, the lenders from time to time party thereto, and
Wilmington Savings Fund Society, FSB, as administrative agent and
collateral agent (the "First Lien Agent").
Counsel does not represent the Ad Hoc First Lien Group as a
"committee" (as such term is used in the Bankruptcy Code and
Bankruptcy Rules). Counsel represents the Ad Hoc First Lien Group,
and does not purport to act, represent or speak on behalf of any
individual Member of the Ad Hoc First Lien Group during the
pendency of these chapter 11 cases. In addition, Counsel does not
represent or purport to represent any entities other than the Ad
Hoc First Lien Group in connection with these chapter 11 cases.
The Ad Hoc First Lien Group Members' address and the nature and
amount of disclosable economic interests held in relation to the
Debtors are:
1. HG Vora Capital Management, LLC
330 Madison Avenue, 20th Floor
New York, NY 10017
* First Lien Loans ($61,943,813.20)
2. Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, CA 92660
* First Lien Loans ($353,088,181.67)
* Second Lien Term Loans ($12,967,514.87)
* Second Lien Notes ($70,712,000.00)
* Third Lien Notes ($300,000.00)
* Unsecured Notes ($6,200,000.00)
Co-Counsel for Ad Hoc First Lien Group:
Timothy A. ("Tad") Davidson II, Esq.
Ashley L. Harper, Esq.
Brandon Bell, Esq.
HUNTON ANDREWS KURTH LLP
600 Travis Street, Suite 4200
Houston, Texas 77002
Telephone: (713) 220-4200
Facsimile: (713) 220-4285
E-mail: taddavidson@HuntonAK.com
ashleyharper@HuntonAK.com
bbell@HuntonAK.com
– and –
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Daniel M. Eggermann, Esq.
Jennifer R. Sharret, Esq.
Ashland J. Bernard, Esq.
1177 Avenue of the Americas
New York, New York 10036
Telephone: (212) 715-9100
Facsimile: (212) 715-8000
E-mail: deggermann@KramerLevin.com
jsharret@KramerLevin.com
abernard@KramerLevin.com
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally
Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG
also holds joint venture interests in Marquee, the home of the
Chicago Cubs, and the YES Network, the local destination for the
New York Yankees and Brooklyn Nets. The RSNs produce about 4,500
live local professional telecasts each year in addition to a wide
variety of locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90116) on March 14, 2023. In the petition filed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI
Consulting, Inc., as financial advisor; and Houlihan Lokey Capital,
Inc., as investment banker.
DIAMOND SPORTS: Paul Hastings Represents Ad Hoc Crossholder Group
-----------------------------------------------------------------
The law firm Paul Hastings LLP filed a third verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 cases of Diamond Sports Group
LLC, et al., the firm represents Ad Hoc Crossholder Group.
The members of the Ad Hoc Crossholder Group are either the
beneficial holders of, or the investment advisors or managers to,
funds and/or accounts that hold disclosable economic interests in
relation to the Debtors.
Counsel represents only the members of the Ad Hoc Crossholder Group
and does not represent or purport to represent any persons or
entities other than the Ad Hoc Crossholder Group in connection with
the Chapter 11 Cases. In addition, the Ad Hoc Crossholder Group
does not, either collectively or through its individual members,
represent or purport to represent any other persons or entities in
connection with the Chapter 11 Cases.
The Ad Hoc Crossholder Group Members' address and the nature and
amount of disclosable economic interests held in relation to the
Debtors are:
1. Alta Fundamental Advisers LLC
1500 Broadway Suite 704
New York, NY 10036
* First Lien Term Loans ($1,000,000.00)
* Second Lien Term Loans ($294,770,200.40)
* Second Lien Notes ($122,228,000.00)
* Unsecured Notes ($138,998,500.00)
2. DISCOVERY GLOBAL OPPORTUNITY MASTER FUND, LTD.
20 Marshall Street
South Norwalk, CT 06854
* Second Lien Notes ($210,000,000.00)
* Unsecured Notes ($131,000,000.00)
3. Funds managed by Hein Park Capital Management LP
c/o Hein Park Capital Management
888 7th Ave, 41st Floor
New York, NY 10019
* Second Lien Term Loans ($55,646,827.73)
* Second Lien Notes ($138,609,000.00)
* Unsecured Notes ($164,235,000.00)
4. Hudson Bay Master Fund Ltd.
Hudson Bay Capital Management LP
28 Havemeyer Place, 2nd Floor
Greenwich, CT 06830
* Second Lien Term Loans ($337,200,000.00)
* Second Lien Revolving Loans ($48,100,000.00)
* Second Lien Notes ($234,500,000.00)
* Unsecured Notes ($168,000,000.00)
5. PGIM, Inc., on behalf of various funds and/or
accounts, as investment advisor, subadvisor, and/or
collateral manager
PGIM, Inc.
P.O. Box 32339
Newark, NJ 07102
* First Lien Term Loans ($93,350,374.06)
* Second Lien Term Loans ($515,295,122.06)
* Second Lien Notes ($629,241,000.00)
* Unsecured Notes ($545,984,000.00)
Counsel to the Ad Hoc Crossholder Group:
PAUL HASTINGS LLP
James T. Grogan III, Esq.
Schlea M. Thomas, Esq.
600 Travis Street, 58th Floor
Houston, Texas 77002
Telephone: (713) 860-7300
Facsimile: (713) 353-3100
Email: jamesgrogan@paulhastings.com
schleathomas@paulhastings.com
-and-
Jayme T. Goldstein, Esq.
Sayan Bhattacharyya, Esq.
Christopher M. Guhin, Esq.
Matthew Garofalo, Esq.
Emily Kuznick, Esq.
Caroline Diaz, Esq.
200 Park Avenue
New York, New York 10166
Telephone: (212) 318-6000
Facsimile: (212) 319-4090
Email: jaymegoldstein@paulhastings.com
sayanbhattacharyya@paulhastings.com
chrisguhin@paulhastings.com
mattgarofalo@paulhastings.com
emilykuznick@paulhastings.com
carolinediaz@paulhastings.com
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally
Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG
also holds joint venture interests in Marquee, the home of the
Chicago Cubs, and the YES Network, the local destination for the
New York Yankees and Brooklyn Nets. The RSNs produce about 4,500
live local professional telecasts each year in addition to a wide
variety of locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90116) on March 14, 2023. In the petition filed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI
Consulting, Inc., as financial advisor; and Houlihan Lokey Capital,
Inc., as investment banker.
DIMENSIONS IN SENIOR: No Patient Complaints at Humboldt Facility
----------------------------------------------------------------
Abigail Mohs, the duly appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the District of Nebraska her fifth
report regarding the status of patient care provided by Humboldt
Assisted Living, LLC (doing business as Arrowood Lane Residential
Care Facility), an affiliate of Dimensions in Senior Living, LLC.
The report covers the period from Aug. 23 to Dec. 22, 2023.
The PCO noted that Amy Wilcox-Burns, chief restructuring officer of
Dimensions in Senior Living, confirmed that there were no patient
complaints during the period covered by this report. Ms. Burns
stated that the patient volume/occupancy had increased and
stabilized.
The PCO stated that Humboldt has continued to make payroll during
the entire period covered by this report. In addition, Humboldt has
been in the process of attempting to wrap up the bankruptcy
proceedings.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=zCcWpW from PacerMonitor.com.
The ombudsman may be reached at:
Abigail T. Mohs, Esq.
Baird Holm, LLP
1700 Farnam Street, Suite 1500
Omaha, NE 68102-2068
Phone: 402.636.8296
Email: amohs@bairdholm.com
About Dimensions in Senior Living
Dimensions in Senior Living, LLC -- https://www.dimsrivg.com/ --
through a series of entities, owns and manages a series of senior
living and assisted living facilities in Nebraska, Iowa, Missouri,
and Kansas.
Dimensions in Senior Living and six affiliates each filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition
filed by its chief restructuring officer, Amy Wilcox-Burns,
Dimensions in Senior Living reported assets and liabilities between
$1 million and $10 million.
Judge Brian S. Kruse oversees the cases.
The Debtors are represented by Patrick Raymond Turner, Esq., at
Turner Legal Group, LLC.
Abigail T. Mohs, Esq., at Baird Holm, LLP is the patient care
ombudsman appointed in the Debtors' cases.
DIMENSIONS IN SENIOR: No Patient Complaints at Village Ridge
------------------------------------------------------------
Abigail Mohs, the duly appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the District of Nebraska her fifth
report regarding the status of patient care provided by Village
Ridge, LLC (doing business as Village Ridge Assisted Living), an
affiliate of Dimensions in Senior Living, LLC. The report covers
the period from Aug. to Dec. 22, 2023.
The PCO conducted an on-site visit on Sept. 19, 2023, and met with
Diana Niemeier, executive director of Village Ridge. The director
stated that Amy Wilcox-Burns, chief restructuring officer of
Dimensions in Senior Living, has been direct and open with respect
to the bankruptcy process. Both staff and residents were informed
and some of them ended up leaving due to the news but it was not
substantial.
The PCO observed that the facility appeared clean and organized.
There were different levels of security based on the patient
populations, with the memory care space having more stringent
interior and exterior locks. All exterior doors are locked or
alarmed. Alarms are sent to staff pagers.
During the period covered by the report, Village Ridge has been in
the process of attempting to wrap up the bankruptcy proceedings. It
continues as of the last date covered by the report.
The PCO noted that there have been no patient complaints or other
patient-related issues. She found no areas of concern since her
fourth report.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=UmkjcX from PacerMonitor.com.
The ombudsman may be reached at:
Abigail T. Mohs, Esq.
Baird Holm, LLP
1700 Farnam Street, Suite 1500
Omaha, NE 68102-2068
Phone: 402.636.8296
Email: amohs@bairdholm.com
About Dimensions in Senior Living
Dimensions in Senior Living, LLC -- https://www.dimsrivg.com/ --
through a series of entities, owns and manages a series of senior
living and assisted living facilities in Nebraska, Iowa, Missouri,
and Kansas.
Dimensions in Senior Living and six affiliates each filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition
filed by its chief restructuring officer, Amy Wilcox-Burns,
Dimensions in Senior Living reported assets and liabilities between
$1 million and $10 million.
Judge Brian S. Kruse oversees the cases.
The Debtors are represented by Patrick Raymond Turner, Esq., at
Turner Legal Group, LLC.
Abigail T. Mohs, Esq., at Baird Holm, LLP is the patient care
ombudsman appointed in the Debtors' cases.
DIMENSIONS IN SENIOR: No Patient Complaints at WB Real Facility
---------------------------------------------------------------
Abigail Mohs, the duly appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the District of Nebraska her fifth
report regarding the status of patient care provided by WB Real
Estate of Iola, LLC (doing business as Greystone Residential Care),
an affiliate of Dimensions in Senior Living, LLC. The report covers
the period from Aug. 23 to Dec. 22, 2023.
The PCO noted that Amy Wilcox-Burns, chief restructuring officer of
Dimensions in Senior Living, confirmed that there were no patient
complaints during the period covered by this report. Ms. Burns
stated that the patient volume/occupancy was stable.
The PCO stated that WB has continued to make payroll during the
entire period covered by this report. In addition, WB has been in
the process of attempting to wrap up the bankruptcy proceedings.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=k3CKiG from PacerMonitor.com.
The ombudsman may be reached at:
Abigail T. Mohs, Esq.
Baird Holm, LLP
1700 Farnam Street, Suite 1500
Omaha, NE 68102-2068
Phone: 402.636.8296
Email: amohs@bairdholm.com
About Dimensions in Senior Living
Dimensions in Senior Living, LLC -- https://www.dimsrivg.com/ --
through a series of entities, owns and manages a series of senior
living and assisted living facilities in Nebraska, Iowa, Missouri,
and Kansas.
Dimensions in Senior Living and six affiliates each filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition
filed by its chief restructuring officer, Amy Wilcox-Burns,
Dimensions in Senior Living reported assets and liabilities between
$1 million and $10 million.
Judge Brian S. Kruse oversees the cases.
The Debtors are represented by Patrick Raymond Turner, Esq., at
Turner Legal Group, LLC.
Abigail T. Mohs, Esq., at Baird Holm, LLP is the patient care
ombudsman appointed in the Debtors' cases.
DIMENSIONS IN SENIOR: No Patient Complaints at Wilcox Facility
--------------------------------------------------------------
Abigail Mohs, the duly appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the District of Nebraska her fifth
report regarding the status of patient care provided by Wilcox
Properties of Fort Calhoun, LLC (doing business as Autumn Pointe
Assisted Living), an affiliate of Dimensions in Senior Living, LLC.
The report covers the period from Aug. 23 to Dec. 22, 2023.
The PCO noted that Amy Wilcox-Burns, chief restructuring officer of
Dimensions in Senior Living, confirmed that there were no patient
complaints during the period covered by this report. Ms. Burns
stated that the patient volume/occupancy has been up slightly and
stabilized.
The PCO stated that Wilcox has continued to make payroll during the
entire period covered by this report. Additionally, Wilcox has been
working with the Nebraska Ombudsman and the Nebraska Department of
Health and Human Services related to pharmacy charges for two
residents.
Ms. Mohs was informed that there was an adult protective services
report made by Wilcox due to resident-on-resident abuse between a
married couple who had recently been admitted. Wilcox took action
to ensure patient safety and the state ombudsman was notified.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=sYBdF2 from PacerMonitor.com.
The ombudsman may be reached at:
Abigail T. Mohs, Esq.
Baird Holm, LLP
1700 Farnam Street, Suite 1500
Omaha, NE 68102-2068
Phone: 402.636.8296
Email: amohs@bairdholm.com
About Dimensions in Senior Living
Dimensions in Senior Living, LLC -- https://www.dimsrivg.com/ --
through a series of entities, owns and manages a series of senior
living and assisted living facilities in Nebraska, Iowa, Missouri,
and Kansas.
Dimensions in Senior Living and six affiliates each filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition
filed by its chief restructuring officer, Amy Wilcox-Burns,
Dimensions in Senior Living reported assets and liabilities between
$1 million and $10 million.
Judge Brian S. Kruse oversees the cases.
The Debtors are represented by Patrick Raymond Turner, Esq., at
Turner Legal Group, LLC.
Abigail T. Mohs, Esq., at Baird Holm, LLP is the patient care
ombudsman appointed in the Debtors' cases.
ENCHANTED LITTLE: Hires Palmer & Associates PLLC as Legal Counsel
-----------------------------------------------------------------
Enchanted Little Forest Childcare Center, LLC seeks approval from
the U.S. Bankruptcy Court for the Western District of Washington to
employ Palmer & Associates, PLLC as counsel.
The firm's services include:
a. assisting the Debtor in the investigation of the financial
affairs of the estate;
b. providing legal advice and assistance to the Debtor with
respect to matters relating to this case and creditor
distribution;
c. preparing all pleadings necessary for proceedings arising
under this case; and
d. performing all necessary legal services for the estate in
relation to this case.
The firm will be paid at these rates:
Attorneys $400 per hour
Associates $300 per hour
Paralegals fees $125 per hour
The firm will be paid a retainer in the amount of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steven M. Palmer, Esq., a partner at Palmer & Associates, 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:
Steven M. Palmer, Esq.
PALMER & ASSOCIATES, PLLC
6912 220th St. SW, STE 113
Tel: (425) 292-8009
Fax: (425) 491-7178
Email: spalmer@sound-law.com
About Enchanted Little Forest Childcare Center, LLC
Enchanted Little Forest Childcare Center, LLC is a childcare center
which focuses on n lower social and economic families and the
underprivileged children, so their tuition was essentially paid by
Washington State with small copays from the families.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12435-TWD) on
December 15, 2023. In the petition signed by Kay Doramus, managing
member, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Judge Timothy W. Dore oversees the case.
Steven Palmer, Esq, at Palmer & Associates, PLLC, represents the
Debtor as legal counsel.
ENVIVA INC: Falls Short of Nasdaq Minimum Bid Price Requirement
---------------------------------------------------------------
Enviva Inc. announced that on Jan. 23, 2024 it received
notification from the New York Stock Exchange that the Company is
no longer in compliance with NYSE continued listing criteria that
requires listed companies to maintain an average closing share
price of at least $1.00 over a consecutive 30-trading-day period.
The Company can regain compliance at any time within the six-month
cure period following receipt of the Notice if, on the last trading
day of any calendar month during such cure period, the Company has
both (i) a closing share price of at least $1.00 and (ii) an
average closing share price of at least $1.00 over the
30-trading-day period ending on the last trading day of the
applicable calendar month.
The Notice has no immediate impact on the listing of the Company's
shares of common stock, which will continue to be listed and traded
on the NYSE during the cure period, subject to the Company's
compliance with the other listing requirements of the NYSE. The
Common Stock will continue to trade under the symbol "EVA," but
will have an added designation of ".BC" to indicate that the
Company currently is not in compliance with the NYSE's continued
listing requirements. If the Company is unable to regain
compliance during the cure period, the NYSE may initiate procedures
to suspend and delist the Common Stock.
The Notice does not affect the Company's ongoing business
operations nor its reporting requirements with the Securities and
Exchange Commission.
About Enviva Inc.
Enviva Inc. supplies utility-grade wood pellets primarily to major
power generators under long-term, take-or-pay off-take contracts.
It procures wood fiber and processes it into utility-grade wood
pellets and loads the finished wood pellets into railcars, trucks,
and barges for transportation to deep-water marine terminals, where
they are received, stored, and ultimately loaded onto oceangoing
vessels for delivery to customers principally in the United
Kingdom, the European Union, and Japan.
The Company has incurred net losses of $257.8 million and $168.4
million for the nine months ended Sept. 30, 2023 and the year ended
Dec. 31, 2022, respectively, and negative cash flow from operating
activities of $25.6 million and $88.8 million, respectively for the
same periods. As of Sept. 30, 2023, the Company had $315.2 million
in cash and cash equivalents, $125.5 million of restricted cash,
and no availability under its revolving credit facility, resulting
in total liquidity of $440.7 million. The Company said that its
future profitability and liquidity are expected to be negatively
impacted by the following matters which have resulted in
substantial doubt about the Company's ability to continue as a
going concern.
"The Company's ability to continue as a going concern is contingent
upon successful execution of management's plans which include,
without limitation, seeking to cure any potential breach of
covenants, modifying our debt covenants to maintain compliance with
the covenants and restrictions under the senior secured credit
facility, restructuring the repurchase obligations under the Q4
2022 Transactions to alleviate the adverse liquidity impact of the
Q4 2022 Transactions given current wood pellet market prices, and
potentially raising additional capital, if any such capital is
available on acceptable terms. However, such alternatives may not
be achievable on favorable conditions, or at all, and these
conditions and events in the aggregate raise substantial doubt
regarding the Company's ability to continue as a going concern,"
said Enviva in its Quarterly Report for the period ended Sept. 30,
2023.
ERCOLE USA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ercole USA LLC
d/b/a FBS Fortified and Ballistic Security
d/b/a Custom Security Doors
700 S. Rosemary Ave Suite 204
West Palm Beach, FL 3340
Business Description: The Debtor offers security doors and
windows.
Chapter 11 Petition Date: January 30, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-10853
Judge: Hon. Mindy A Mora
Debtor's Counsel: Julianne Frank, Esq.
JULIANNE FRANK, ATTY AT LAW
4495 Military Trl
Jupiter, FL 33458-4818
Tel: (561) 389-8660
E-mail: julianne@jrfesq.com
Total Assets: $92,428
Total Liabilities: $1,513,380
The petition was signed by David Vranicar as managing director.
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/S5XYLWY/ERCOLE_USA_LLC__flsbke-24-10853__0001.0.pdf?mcid=tGE4TAMA
EYE CARE LEADERS: Hits Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Jonathan Randles of Bloomberg Law reports that Eye Care Leaders, a
provider of specialized software for optometrists that has ties to
criminally charged investment firm founder Greg E. Lindberg, has
filed bankruptcy.
The company and its corporate affiliates filed Chapter 11 late
Tuesday, January 16, 2024, in Texas, listing assets of between $100
million and $500 million and liabilities of between $500 million
and $1 billion. The North Carolina-based firm is one of the
several businesses allegedly funded by insurance companies operated
by Lindberg, according to court documents filed in a separate data
breach suit.
About Eye Care Leaders Portfolio
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.
FHT RENTAL: Case Summary & Four Unsecured Creditors
---------------------------------------------------
Debtor: FHT Rental, Inc.
URB. El Monte
4TA Extension
F119 Calle Milcia
Ponce, PR 00730
Chapter 11 Petition Date: January 30, 2024
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 24-00296
Debtor's Counsel: Modesto Bigas-Mendez, Esq.
MODESTO BIGAS LAW OFFICE
PO Box 7462
Ponce, PR 00732
Tel: (787) 844-1444
Fax: (787) 842-4090
Email: modestobigas@yahoo.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Felix A. Torres Garcia as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VLPX63I/FHT_RENTAL_INC__prbke-24-00296__0001.0.pdf?mcid=tGE4TAMA
FIESTA PURCHASER: Moody's Rates New $500MM First Lien Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Fiesta Purchaser,
Inc.'s ("Shearer's") proposed $500 million senior secured first
lien notes due 2031. Shearer's B3 Corporate Family Rating, B3-PD
Probability of Default Rating, B3 rating on the senior secured
first lien bank credit facility, and stable outlook are not
affected.
Proceeds from the $500 million senior secured first lien notes will
be used in conjunction with the planned proceeds from the $1,220
million senior secured first lien term loan and an equity
contribution from private equity firm Clayton Dubilier & Rice,
LLC's (CD&R) to fund its leveraged buyout (LBO) of Shearer's.
The proposed issuance is in line with Moody's expectation for the
company to issue $500 million of first lien senior secured debt
when the initial ratings were assigned. This rating action follows
Moody's Jan. 22, 2024 rating action that included assigning a first
time B3 CFR to Fiesta Purchaser, Inc. with a stable outlook. Please
see the Moody's Jan. 22, 2024 press release for details on the
rationale for the rating assignments.
RATINGS RATIONALE
Shearer's B3 CFR reflects Moody's expectation for an aggressive
financial policy. The B3 CFR also reflects Shearer's high leverage
and weak pro forma free cash flow at the close of the LBO
transaction by CD&R. Moody's estimates that at the close of the
LBO, Shearer's pro forma debt/EBITDA leverage will be 6.1x (on a
Moody's adjusted basis) as of December 30, 2023 and that free cash
flow in the fiscal year ended September 2024 will be in the range
of $10-$20 million pro forma for the higher interest burden.
Capital spending will be elevated in the next year because of
investments the company is making in network optimization,
increased manufacturing efficiency, and capacity expansion. Moody's
expects the free cash flow profile to improve over the next two
years as these projects are completed and as interest rates
potentially decline. The B3 CFR also reflects that the company
operates in the competitive private label and co-manufacturing
snacks industry. Customer concentration also remains a risk because
shifts in volume or pricing pressure can weaken earnings. However,
the company has solid relationships with its largest customers and
benefits from its leading position as a producer of private label
snacks, with a broad manufacturing footprint that allows it to
service customers nationally. Shearer's credit profile is further
supported by improving private label demand and a diversified
business mix (55% private label, 38% co-manufacturing, and 7%
foodservice).
Shearer's has good liquidity, supported by Moody's expectation of
positive free cash flow in fiscal 2024 and 2025 and access to a
$300 million revolving credit facility that is expected to have $5
million drawn at closing. The company is proposing to hold a
minimal cash balance pro forma for the LBO and this is a liquidity
weakness. Moody's projects that the company will generate positive
free cash flow of $10-$20 million in fiscal 2024, and that free
cash flow will improve to nearly $50 million in fiscal 2025.
Moody's expects these liquidity sources to sufficiently cover the
$12 million in required annual term loan amortization. The new
revolving credit facility is expected to contain a 9.00x maximum
first lien net leverage covenant that springs when utilization
exceeds 40% of the commitment. Moody's does not expect the covenant
to be triggered over the next 12 months. If it does, Moody's
expects that the company will have sufficient cushion. There are no
term loan financial maintenance covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The stable outlook reflects Moody's expectation that earnings will
continue to improve, reducing debt/EBITDA leverage to 5.0-5.5x over
the next 12-18 months. The stable outlook also reflects Moody's
expectation of positive but weak free cash flow in fiscal 2024 in
the range of $10-20 million, that is projected to improve to nearly
$50 million in fiscal 2025. The higher free cash flow forecast in
fiscal 2025 reflects Moody's expectation for earnings growth, lower
interest rates, and reduced capital spending.
A rating upgrade could occur if Shearer's is able to sustain
positive organic revenue growth, increase the EBITDA margin and
improve free cash flow to a comfortably positive level. Shearer's
would also need to sustain debt/EBITDA below 6.0x and EBITDA less
capital spending-to-interest above 1.25x.
A rating downgrade could occur if earnings decline due to volume or
margin pressure, liquidity or free cash flow deteriorate, or the
financial policy becomes more aggressive.
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was Consumer Packaged
Goods published in June 2022.
COMPANY PROFILE
Fiesta Purchaser, Inc. (dba as "Shearer's Foods") is headquartered
in Massillon, Ohio, and manufactures snack food products such as
traditional potato chips, tortilla chips, kettle potato chips,
extruded cheese snacks, cookies, and crackers for other companies
(branded and private label; see chart below). Revenue was $2.0
billion for the fiscal year ended September 30, 2023, pro forma for
the Super Pufft USA acquisition in October 2023. The business is
being acquired by private equity firm Clayton Dubilier & Rice, LLC
(CD&R).
FIESTA PURCHASER: S&P Rates New $500 MM Senior Secured Notes 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Fiesta Purchaser Inc.'s (d/b/a Shearer's Foods
LLC) proposed $500 million senior secured notes due 2031. The notes
will rank pari passu with the company's senior secured term loan.
The '3' recovery rating indicates its expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery for the senior secured
lenders in a hypothetical default. The proposed notes are a part of
the financing for Clayton, Dubilier & Rice LLC's (CD&R) previously
announced acquisition of Shearer's Foods LLC.
All of S&P's existing ratings on the company, including its 'B'
issuer credit rating, are unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned its 'B' issue-level rating and '3' recovery rating
to Shearer's proposed $500 million secured notes due 2031. The '3'
recovery rating indicates its expectation of meaningful (50%-70%;
rounded estimate: 50%) recovery for the senior secured lenders in a
hypothetical default.
-- S&P's 'B' issue-level rating and '3' recovery rating on the
company's existing senior secured term loan are unchanged.
-- S&P's simulated default scenario assumes Shearer's loses
revenue due to greater competitive pressures from both branded and
private-label products and the loss of one or more key customers.
At the same time, the company faces continued raw material cost
increases in its private-label business, which weaken its margins
and profitability. In addition, it could face difficulties from
product safety or recall issues. Such factors lead to a default
occurring in the first half of 2027.
-- The company's assets, operations, and debt issuances are
primarily located in the U.S. Therefore, S&P assumes a bankruptcy
proceeding would take place in the U.S. and would not include
foreign jurisdictions.
-- S&P has valued the company as a going concern using a 6x
multiple of our projected emergence EBITDA. This multiple reflects
Shearer's long-standing relationships with its large key customers,
which is somewhat offset by its lack of brand equity and dependence
on the success of its customers' products for expansion.
Simulated default assumptions
-- Debt service assumption: $156.7 million (assumed default year
interest and amortization)
-- Minimum capital expenditure assumption: $30.6 million
-- Emergence EBITDA: $187.2 million
-- EBITDA multiple: 6x
Simplified waterfall
-- Gross enterprise value: $1,123.5 million
-- Obligor/nonobligor valuation split: 95%/5%
-- Net recovery value for waterfall after administrative expenses
(5%): $1,067.3 million
-- Priority claims: $0
-- Total value available to secured claims: $1,048.6 million
-- First-lien secured debt claims: $2,010 million
--Recovery expectation: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
FLEXACAR LLC: Seeks to Hire ISC Civil Engineering as Engineer
-------------------------------------------------------------
Flexacar LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Virginia to employ ISC Civil Engineering LLC as
its engineer.
ISC provide engineering assistance to remediate environmental
conditions existing on the property of the Debtor.
ISC had proposed to complete the remediation work for a total of
$37,400.
ISC received deposits totaling $23,000 from Caspian Auto House,
Inc. and Total Auto Financing, LLC.
Giundiuz Osmanov, CEO at NumberSquad, disclosed that his firm does
not hold or represent any interest adverse to the Debtor or the
estate, and is a "disinterested person" as the term is defined in
11 U.S.C. Sec. 101(14).
The firm can be reached through:
Sinan A. Rayyan
ISC Civil Engineering LLC
Fredericksburg, VA
About Flexacar LLC
Flexacar LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Va. Case No. 23-11984) on December 6, 2023. At the time of filing,
the Debtor estimated $500,001 to $1 million in both assets and
liabilities.
Judge Klinette H Kindred presides over the case.
The Debtor hires John P. Forest, II, Esq. as counsel.
FLEXACAR LLC: Seeks to Hire NumberSquad Inc. as Accountant
----------------------------------------------------------
Flexacar LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Virginia to employ NumberSquad, Inc. to provide
accounting services.
The firm will charge $237.25 per month for its services.
Giundiuz Osmanov, CEO at NumberSquad, disclosed that his firm does
not hold or represent any interest adverse to the Debtor or the
estate, and is a "disinterested person" as the term is defined in
11 U.S.C. Sec. 101(14).
The firm can be reached through:
Giundiuz Osmanov
NumberSquad, Inc.
10400 Eaton Pl #355
Fairfax, VA 22030
Phone: (703) 865-6161
About Flexacar LLC
Flexacar LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Va. Case No. 23-11984) on December 6, 2023. At the time of filing,
the Debtor estimated $500,001 to $1 million in both assets and
liabilities.
Judge Klinette H Kindred presides over the case.
The Debtor hires John P. Forest, II, Esq. as counsel.
FREE SPEECH: Alex Jones Objects Creditor Bankruptcy Plan Details
----------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that conspiracy theorist Alex
Jones objected to a document outlining how creditors want him to
resolve his bankruptcy, arguing that it's misleading and doesn't
provide adequate information.
The document, known as a disclosure statement, has "inaccurate and
misleading" statements about alleged mismanagement of Jones'
estate, potential creditor recoveries, and treatment of damages
owed to families of Sandy Hook Elementary School shooting victims,
Jones said in a Tuesday court filing. Jones asked a judge not to
approve the disclosure statement, which serves to inform creditors
before they cast votes for or against a bankruptcy plan, until his
suggested changes are made.
Jones and his creditors have put forth dueling proposals for how
the InfoWars host should restructure his debts in bankruptcy, which
he filed after he was ordered to pay $1 billion to Sandy Hook
victims’ families he defamed.
Jones would pay Sandy Hook families at least $55 million over 10
years under his plan. Another plan, proposed by the families and a
court-appointed creditor committee, would see Jones either pay
creditors at least $85 million over 10 years or liquidate his
assets.
But the disclosure statement outlining the creditors' plan, which
would be sent to creditors before they vote on the proposal,
includes numerous inaccuracies, Jones said in the Tuesday, January
16, 2024, filing in the US Bankruptcy Court for the Southern
District of Texas.
Judge Christopher Lopez will consider approving the disclosure
statement at a hearing on January 24, 2024.
Jones objected to their statement that his "campaign of defamation
and lies spanned many years and resulted in pervasive harassment
and profound damage to the Sandy Hook Families." Jones said a
disclaimer needs to be added that he "disagrees with the
characterizations of his actions and litigation history."
Sandy Hook families testified at trial that Jones' lies about them
deepened their trauma and forced them to flee harassment by his
followers.
Jones also said it is "baseless and inaccurate" for the creditor
group to assert that its proposed plan wouldn't hinder the ability
of Free Speech Systems LLC, Jones’ company, to restructure
itself. Free Speech, the parent of InfoWars, would be substantially
affected by the creditors’ proposal, he said in the objection.
Under the creditors' plan, Jones said he "would receive no relief
whatsoever, no reorganization, just a continuing onslaught of
litigation and collection efforts, while creditors attempt to seize
every asset he ever owned (and many he did not) and sue all of his
friends and family, with no regard as to whether any recovery could
outweigh the cost of pursuit."
Jones also disputed the ownership of certain assets listed in the
filings. Creditors said that a 2022 settlement trust owns
InfoWars.com intellectual property. But "after further
investigation, it was determined that this intellectual property is
owned by" Free Speech Systems, Jones said. Therefore, the property
needs to be removed from a list of Jones’ assets, he said in the
filing.
He also disputed an estimate of general unsecured claims in the
bankruptcy at about $2 billion.
"It is unknown where this total comes from and the Debtor does not
believe it to be accurate," Jones said.
Jones is represented by Crowe & Dunlevy PC and Jordan & Ortiz PC.
The official creditor group is represented by Akin Gump Strauss
Hauer & Feld LLP.
The case is Alexander E. Jones, Bankr. S.D. Tex., No. 22-33553,
1/16/24.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz are representing Alex Jones.
GARDA WORLD: S&P Rates New $1.438BB Term Loan B Due 2029 'B'
------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating (the same
level as the issuer credit rating) and '3' recovery rating to Garda
World Security Corp.'s proposed US$1.438 billion term loan B due
2029. The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in a simulated
default scenario.
S&P said, "We consider this issuance to be credit neutral. The term
loan B will rank pari passu with Garda's existing secured debt,
including its revolving credit facility due 2028 and secured notes
due 2027. We expect the company will use the net proceeds to
refinance its existing term loan B due 2026, effectively pushing
out its maturity profile.
"All of our existing ratings on Garda, including our 'B' issuer
credit rating, are unchanged. The stable outlook reflects our
expectation that the company will gradually improve its credit
metrics over the next year, including S&P Global Ratings-adjusted
debt to EBITDA of about 7.5x and S&P Global Ratings-adjusted funds
from operations (FFO) cash interest coverage of about 1.7x in
fiscal year 2024, with a further improvement and increasing free
operating cash flow through fiscal year 2025. Our expectation for
improving credit measures incorporates our forecast that the
company will increase its organic revenue by the low- to mid-single
digit percent area annually and maintain S&P Global
Ratings-adjusted EBITDA margins in the 13.0%-13.5% range, which is
up modestly relative to fiscal year 2023.
"We could lower our ratings on Garda in the next 12 months if it
sustains S&P Global Ratings-adjusted debt to EBITDA of well above
8.0x or its S&P Global Ratings-adjusted FFO cash interest coverage
approaches 1.5x. This could occur due to weaker-than-expected
earnings and operating cash flow stemming from competitive
pressures or operating inefficiencies. It could also occur if the
company materially increases its debt levels, most likely due to a
higher-than-expected level of acquisitions or shareholder
distributions. Higher-than-anticipated short term interest rates
could also be a contributing factor since about half of Garda's
outstanding debt feature variable rates.
"We believe debt-funded acquisitions will remain an important part
of the company's growth strategy, which will limit the ratings
upside. Although unlikely, we could upgrade Garda in the next 12
months if it demonstrates a commitment to sustaining S&P Global
Ratings-adjusted debt to EBITDA of close to 5x."
ISSUE RATINGS-RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned its 'B' issue-level rating and '3' recovery rating
to Garda's proposed US$1.438 billion term loan B due 2029.
The '3' recovery rating on the company's secured debt indicates its
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a default.
-- The '6' recovery rating on the company's senior unsecured debt
(senior notes due 2027 and 2029) indicates S&P's expectation for
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a default.
-- S&P's simulated default scenario contemplates a default in 2026
stemming from the loss of customer contracts, heightened
competition, and margin erosion caused by an unexpected increase in
costs. It believes these factors could pressure Garda's ability to
meet its financial obligations, prompting the need for a bankruptcy
filing or restructuring.
-- S&P's recovery analysis assumes a net enterprise value for the
company of about C$2.5 billion, reflecting emergence EBITDA of
about C$483 million and a 5.5x multiple.
-- S&P assumes that, in our hypothetical bankruptcy scenario, the
US$392 million revolving credit facility is 85% drawn.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: About C$483 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): C$2.52
billion
-- Obligor/non-obligor valuation split: 100%/0%
-- Total value available to secured first-lien debt claims: C$2.52
billion
-- Secured first-lien debt claims: C$4.01 billion
--Recovery expectations: 50%-70% (rounded estimate: 60%)
-- Total value available to unsecured claims: $0
-- Senior unsecured debt/pari passu unrecovered secured claims:
C$3.56 billion
--Recovery expectations: 0%-10% (rounded estimate: 0%)
Note: All debt amounts include six months of prepetition interest.
GAUCHO GROUP: Expects Revenue Surge Amid Argentina's Monetary Shift
-------------------------------------------------------------------
Gaucho Group Holdings, Inc. announced its robust outlook in
response to Argentina's progressive economic reforms under
President Javier Milei. With plans to ultimately transition to a
dollarized economy, this policy shift is anticipated to more than
double the Company's income in pesos, thereby significantly
benefiting cash flow.
At Gaucho Holdings' esteemed properties such as Algodon Mansion in
Buenos Aires and Algodon Wine Estates Resort in San Rafael Mendoza,
the Company's strategy of charging in USD while incurring expenses
in pesos positions it to potentially realize a considerable uptick
in revenue. This structure could yield an increase of hundreds of
thousands of USD per year in positive cash flow.
The Company said that regarding the progression of Milei's
dollarization initiative, it is important to note that while the
immediate plan involves a necessary devaluation of the peso, the
ultimate goal remains to transition to a dollarized economy. This
strategy aligns with Milei's broader economic reform agenda, aiming
to stabilize the Argentine economy by curbing its high inflation
rates.
Scott Mathis, CEO and Founder of Gaucho Group Holdings, provided a
comprehensive overview of the situation: "In the immediate future,
spanning about 6 to 8 months, we anticipate a substantial benefit
from our USD rates against our labor costs in ARS, which represent
a significant portion of our expenses. However, looking ahead to
the next 10 to 12 months, we expect these advantages might reduce
or possibly even disappear as labor unions in Argentina are likely
to seek wage increases in response to economic changes. Despite
these challenges, the first 8 months should witness a positive
economic impact due to President Milei's pivotal reforms. The year
2024 is shaping up to be challenging, yet it presents
opportunities, particularly in the real estate sector, which is
poised to become a key driver of economic activity. Additionally,
the banking sector's role in offering reasonable lending rates will
be crucial during this period. We are committed to playing a
significant role in this dynamic and evolving economic landscape,
contributing to and thriving amidst these transformative changes."
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc.'s
(gauchoholdings.com) mission has been to source and develop
opportunities in Argentina's undervalued luxury real estate and
consumer marketplace. The Company has positioned itself to take
advantage of the continued and fast growth of global e-commerce
across multiple market sectors, with the goal of becoming a leader
in diversified luxury goods and experiences in sought after
lifestyle industries and retail landscapes.
Gaucho reported a net loss of $21.83 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.39 million for the year
ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91
million in total assets, $11.02 million in total liabilities, and
$7.89 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
17, 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.
"The Company's operating needs include the planned costs to operate
its business, including amounts required to fund working capital
and capital expenditures. Based upon projected revenues and
expenses, the Company believes that it may not have sufficient
funds to operate for the next twelve months from the date these
financial statements are made available. Since inception, the
Company's operations have primarily been funded through proceeds
received from equity and debt financings. The Company believes it
has access to capital resources and continues to evaluate
additional financing opportunities. There is no assurance that the
Company will be able to obtain funds on commercially acceptable
terms, if at all. There is also no assurance that the amount of
funds the Company might raise will enable the Company to complete
its development initiatives or attain profitable operations. The
aforementioned factors raise substantial doubt about the Company's
ability to continue as a going concern for a period of one year
from the issuance of these financial statements," the Company said
in its Quarterly Report for the period ended Sept. 30, 2023.
GENESIS GLOBAL: Okayed to Settle With Affiliate Babel
-----------------------------------------------------
Jonathan Randles of Bloomberg Law reports that bankrupt crypto
lender Genesis Global Holdco LLC won court approval for a
settlement with an affiliate of fellow crypto lender Babel Holding
Ltd. that resolves disputes between the companies.
The deal approved Thursday, January 18, 2024, by Judge Sean Lane
will net Genesis a nearly $185 million claim against Babel
affiliate Moonalpha Financial Services Ltd., which is undergoing a
court supervised restructuring in Singapore.
Genesis, a subsidiary of Barry Silbert's Digital Currency Group,
said it lent and borrowed digital assets from Moonalpha and its
affiliates before filing bankruptcy last January.
About Genesis Global
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) provide lending and borrowing, spot trading, derivatives
and custody services for digital assets and fiat currency. Genesis
Global Holdco, LLC owns 100% of GGC and GAP.
Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are
pending before the Honorable Sean H. Lane.
At the time of the filing, Genesis Holdco reported $100 million to
$500 million in both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG and certain of the Holdco subsidiaries are not included in
the Chapter 11 filings. The non-debtor subsidiaries include
Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia
(Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis
Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC and GSB 2022 I LLC.
The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC as investment banker. Kroll Restructuring Administration, LLC,
is the Debtors' claims and noticing agent and administrative
advisor.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP. The U.S.
Trustee for Region 2 appointed an official committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped White & Case, LLP as bankruptcy counsel; Houlihan
Lokey Capital, Inc., as investment banker; Berkeley Research Group,
LLC as financial advisor; and Kroll as information agent.
GOL LINHAS: Gets Approval to Borrow $350M in Bankruptcy
-------------------------------------------------------
Reuters reports that a U.S. bankruptcy judge allowed Brazilian
airline Gol (GOLL4.SA) to borrow the first $350 million of its
proposed bankruptcy financing, which a company attorney said was
"desperately" needed to maintain normal operations.
U.S. bankruptcy judge Martin Glenn approved the initial funding at
a court hearing in Manhattan, despite voicing some concerns about
the high cost of the overall $950 million loan. Judge Glenn will
consider approving the rest of the loan at a future hearing, and
said he needs more insight into the financing costs.
"I'm not writing a blank check," Judge Glenn said.
The loan has an interest rate that currently exceeds 15%, over $235
million in additional fees, and additional attorneys' fees that
could be added to that cost later, according to court documents.
Gol attorney Andrew Leblanc said the initial funding was
"desperately needed" to maintain Gol's operations and preserve
relationships with the lessors who own Gol's fleet of 141 Boeing
(BA.N) aircraft and who could stop maintenance work or seek to
reclaim airplanes if they are not paid.
Gol's Sao Paulo-traded shares tumbled 33.6% on Monday to 3.93
reais, their lowest closing price since Dec. 22, 2016.
The company's shares have fallen by almost 50% since local media
first reported earlier this month that the company was considering
filing for bankruptcy. It now has a market value of 1.65 billion
reais ($333.21 million).
In addition to the financing, Gol intends to use the legal
protections of Chapter 11 bankruptcy to insulate its leases from
outside interference, Leblanc said. A rival airline has already
reached out to Gol's lessors in an attempt to "poach" Gol's
aircraft, according to Leblanc.
Gol filed for Chapter 11 bankruptcy protection on Thursday with
about $8 billion in total balance-sheet debt.
The company has $2.7 billion in liabilities coming due in the next
12 months, including $647 million for future air travel purchased
by Gol's customers, $359 million owed to aircraft lessors, and $292
million owed to its lenders.
The company, which ranks second in market share among airlines
flying domestically in Brazil, is the latest Latin American air
carrier to file for bankruptcy in the United States.
Other airlines that have recently completed bankruptcy
restructurings in the U.S. include LATAM Airlines, Grupo Aeromexico
SAB, and Avianca Group International Limited.
Despite strong post-pandemic demand, Gol has struggled with the
pandemic's lingering impact and supply-chain issues involving
Boeing, including the 2019 grounding of its 737 MAX jet and delayed
delivery of new aircraft that Gol intended to add to its fleet in
2023.
Gol is 53% owned by Grupo Abra, which also owns Colombia-based
Avianca.
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.
GOLDEN KEY: Creditors' Committee Files Amendment to Disc. Statement
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Golden Key Group,
LLC, submitted an Amended Disclosure Statement for Plan of
Reorganization for the Debtor dated January 25, 2024.
The Committee believes that the Committee Plan is in the best
interests of all Creditors and the Estate. The Committee urges the
Holders of Impaired Claims entitled to vote to accept the Committee
Plan and to evidence such acceptance by properly voting and timely
returning their Ballot in favor of the Committee Plan.
The Committee Plan is more favorable to creditors than the Chapter
11 Plan proposed by the Debtor because, among other things, the
Committee Plan (a) requires significantly higher minimum monthly
payments for the benefit of creditors thereby enabling them to get
paid in full more quickly, (b) provides for an Independent Board of
Managers to control the Debtor and monitor its compliance with the
Committee Plan with the Management Team running the day-to-day
operations, (c) provides that the New Equity Interests in the
Reorganized Debtor will be subject to a pledge for the benefit of
the Creditors to secure the payment of Allowed Claims under the
Committee Plan, (d) installs a Plan Administrator responsible for
monitoring and enforcing the Debtor's compliance with the Committee
Plan, (e) preserves Causes of Action that the Debtor and/or
Creditors may have against the Debtor's insiders and Holders of
Equity Interests, and (f) protects non-insider Creditors from
Avoidance Actions during the life of the Committee Plan.
The Committee asserts that the Committee Plan offers an opportunity
to repay creditors 100% of their Allowed Claims plus interest over
a reasonable period of time. The Committee and its Professionals
believe that the Committee Plan is feasible, and that the Debtor's
reorganization pursuant to the Committee Plan is not likely to be
followed by any additional reorganization or liquidation
proceedings.
According to the Debtor, based on a review of the its Schedules and
Proofs of Claim, no Claim is asserted as a Priority Tax Claim, and
one Claim totaling $1,653,823 is asserted as a Secured Claim;
however, the Debtor has paid all outstanding secured amounts
pursuant to the Cash Collateral Order and DIP Financing Order. In
total, 32 Claims were filed, and the amount asserted as Unsecured
Claims totals $14,047,020.
The Committee Plan will be funded from four sources: (1) Cash on
hand on the Effective Date, (2) recoveries from the pursuit of any
claims, rights, or other legal remedies the Debtor has or may have
in the future income derived from its operations, (3) tax refunds
and/or tax credits which the Debtor is owed for any pre- or
post-petition period, including but not limited to the ERTC, and
(4) available Cash from ongoing operations.
The Debtor shall have the right to utilize its M&T Bank line of
credit (if it remains open), to seek alternative financing (with
approval of the Independent Board of Managers), and to use funds
from other sources not contemplated herein to fund the Committee
Plan, and/or vary the proportions of funds from these or such other
sources, provided the intent and purposes of the Committee Plan are
adequately addressed.
Like in the prior iteration of the Plan, the Reorganized Debtor
shall pay each Holder of a Class 2 Unsecured Convenience Claims
100% of its Allowed Claim, with interest at the Applicable Federal
Judgment Rate until paid in full, in consecutive equal monthly
installments commencing the month immediately following
Administrative Expense Claims being Paid in Full.
Class 4 consists of Claims of General Unsecured Creditors of the
Debtor. In full and complete satisfaction, discharge, and release
of the Class 5 Claims, the Reorganized Debtor shall pay the Holders
of Class 4 Claims 100% of their Allowed Claims, with interest at
the Applicable Federal Judgment Rate until paid in full, in
consecutive equal monthly installments commencing the month
immediately following Classes 2 and 3 being Paid in Full. Payments
will be made on a pro rata basis pari passu.
The sources of the Cash the Debtor will have on hand by the
Effective Date are (1) Cash in the Debtor's bank accounts, (2)
recoveries from the pursue of any claims, rights, or other legal
remedies the Debtor has, or may have in the future, (3) tax refunds
and/or tax credits which the Debtor is owed for any pre or
post-petition period, and (4) available Cash from ongoing
operations.
This Plan contemplates funding, from the on-going continued
operations of the Reorganized Debtor that will produce net positive
Cash receipts after considering regular Cash disbursements made in
the normal course of business of the Reorganized Debtor, but before
taking into account payments contemplated by this Plan.
A full-text copy of the Amended Disclosure Statement dated Jan. 25,
2024 is available at https://urlcurt.com/u?l=pi4E5z from
PacerMonitor.com at no charge.
Counsel to the Official Committee of Unsecured Creditors:
Brent C. Strickland, Esq.
WHITEFORD, TAYLOR & PRESTON L.L.P.
111 Rockville Pike, Suite 800
Rockville, MD 20850
Tel: (410) 347-9402
Fax: (410) 223-4302
E-mail: bstrickland@whitefordlaw.com
- and -
Christopher A. Jones, Esq.
3190 Fairview Park Drive, Suite 800
Falls Church, VA 22042
Tel: (703) 280-9263
Fax: (703) 280-9139
E-mail: cajones@whitefordlaw.com
About Golden Key Group
Golden Key Group, LLC, is a professional services firm dedicated to
helping federal and commercial clients solve strategic,
organizational and operational challenges while addressing their
future needs. Founded in 2002, Golden Key Group's solution
offerings include Human Capital Management Support, Human Resources
Operations, Employee Training and Leadership Development,
Professional Consulting Services, Program Management Office,
Acquisition and Category Management, Analytics and Information
Technology, Executive Search Services, and Select Solutions.
The Debtor sought protection under U.S. Bankruptcy Code (Bankr. D.
Md. Case No. 23-10414) on Jan. 20, 2023. In the petition signed by
Gretchen McCracken as CEO and managing member, the Debtor disclosed
up to $10 million in assets and up to $50 million in liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney and Mulrenin, LLC,
is the Debtor's legal counsel.
GREATER LIGHT: Hires Gabriel Liberman APC as Legal Counsel
----------------------------------------------------------
Greater Light Baptist Church of Sacramento seeks approval from the
U.S. Bankruptcy Court for the Eastern District of California to
employ Law Offices of Gabriel Liberman, APC as counsel.
The firm will implement the restructuring and reorganization of the
Debtor's Chapter 11 case.
The firm will be paid at these rates:
Gabriel E. Liberman $385 per hour
Paraprofessionals $150 per hour
The firm will be paid a retainer in the amount of $30,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gabriel E. Liberman, Esq., a partner at Law Offices of Gabriel
Liberman, APC, 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:
Gabriel E. Liberman, Esq.
LAW OFFICES OF GABRIEL LIBERMAN, APC
1545 River Park Drive, Suite 530
Sacramento, CA 95815
Tel: (916) 485-1111
Fax: (916) 485-1111
Email: Gabe@4851111.com
About Greater Light Baptist Church of Sacramento
The Debtor is a tax-exempt religious organization.
Greater Light Baptist Church of Sacramento in Sacramento, CA, filed
its voluntary petition for Chapter 11 protection (Bankr. E.D. Cal.
Case No. 23-24467) on Dec. 13, 2023, listing $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Pastor O.J. Swanigan as president/pastor, signed the petition.
Judge Fredrick E. Clement oversees the case.
LAW OFFICES OF GABRIEL LIBERMAN, APC serve as the Debtor's legal
counsel.
HARRY BECK GREENHOUSE: Trustee Taps B. Riley as Accounting Advisor
------------------------------------------------------------------
Linda M. Leali, as Trustee of the 12844 Trust of Harry Beck
Greenhouse, seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to hire B. Riley Advisory Services to
provide tax and accounting advisory services.
The firm will perform ordinary and necessary services required in
the administration of the 12844 Trust including preparing financial
reports, evaluating tax issues, preparing tax returns and assisting
in calculating distributions to the beneficiaries of the Trust.
Alan Barbee, a senior managing director at B. Riley, disclosed in a
court filing that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Alan Barbee
B. Riley Advisory Services
1400 Centrepsrk Boulevard, Suite 860
West Palm Beach, FL 33401
Email: abarbee@brileyin.com
About Harry Beck Greenhouse
Harry Beck Greenhouse sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-12844) on
March 26, 2021, listing under $1 million in both assets and
liabilities.
The Debtor is represented by Robert Charbonneau, Esq.
HENDRIX FARMING: Hires Williams Pitts & Beard as Accountant
-----------------------------------------------------------
Hendrix Farming, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Mississippi to employ Williams, Pitts
& Beard, PLLC as accountant.
The firm will provide these services:
a. assume responsibility for the filing of necessary tax
returns;
b. prepare financial statements in accordance with the tax
basis of accounting and apply accounting and financial reporting
expertise to assist the Debtor in the presentation of financial
statements; and
c. provide other general accountant services as the Debtor may
require from time-to-time.
The firm will be paid at the rates of $135 to 350 per hour and will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Roxie Norris, a partner at Williams, Pitts & Beard, 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:
Roxie Norris
Williams, Pitts & Beard, PLLC
2042 Mcingvale, Suite A,
Hernando, MS 38632
Tel: (662) 429-4436
Fax: (662) 429-4438
Email: dstaley@wpbcpa.net
About Hendrix Farming, LLC
Hendrix Farming, LLC, a company in Holy Springs, Miss., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. N.D. Miss. Case No. 23-13663) on Nov. 30, 2023, with $1
million to $10 million in both assets and liabilities. Robert Byrd,
Esq., at Byrd & Wiser, serves as Subchapter V trustee.
Judge Jason D. Woodard oversees the case.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC
represents the Debtor as bankruptcy counsel.
HIGH VALLEY: RTC Will Get 100% of Claims; Plan Hearing March 14
---------------------------------------------------------------
High Valley Investments, LLC, and its Debtor Affiliates submitted a
Revised Disclosure Statement for Chapter 11 Plan of Reorganization
dated January 25, 2024.
The Debtors own real property and related assets in the states of
Washington and Idaho. Specifically, the Debtors own investment
properties (collectively, the "Properties") comprising unimproved
land, a self-storage facility, a business park, various rental
properties, and certain improved real property.
The Debtors generate and receive cash from operation of the
Properties, in part, by leasing certain of the Properties to
third-party tenants, and the cash collected at each applicable
Property is used to satisfy operating obligations and to make
necessary debt service payments. In the ordinary course of
business, the Debtors also improve and sell their Properties, the
profits of which are used to further fund operations and fund other
investment opportunities.
The Revised Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 4 consists of General Unsecured Claims. Except to the
extent that a holder of an Allowed General Unsecured Claim agrees
to different treatment, each holder of an Allowed General Unsecured
Claim shall receive at the option of the Debtors or Reorganized
Debtors, as applicable, in full and complete satisfaction, and
release of and in exchange for such Allowed General Unsecured
Claim, either (a) payment in full, in Cash, of the unpaid portion
of the Allowed amount of such Allowed General Unsecured Claim on,
or as soon thereafter as is reasonably practicable, the later of
the (i) Effective Date, (ii) first Business Day after the date that
is 30 calendar days after the date a General Unsecured Claim
becomes an Allowed Claim, or (iii) the date that such Allowed
General Unsecured Claim becomes payable in the ordinary course of
business; (b) Reinstatement of such holder's Allowed General
Unsecured Claim; or (c) such other treatment as may render such
holder’s Allowed General Unsecured Claim Unimpaired.
* Class 7 consists of Interests in the Debtors. On the
Effective Date, all Interests in the Debtors shall be Reinstated.
Class 5 consists of the RTC Claim. The RTC Claim shall be Allowed
and satisfied in accordance with the terms of the RTC Settlement
Agreement. RTC shall receive payment in full of the unpaid portion
of the RTC Claim pursuant to the terms of the RTC Settlement
Agreement, and the Security provided for in the RTC Settlement
Agreement shall be maintained by the Reorganized Debtors in
accordance with the terms thereof. The amount of claim in this
Class total $18,000,000. This Class will receive a distribution of
100% of their allowed claims.
Upon the effective date of the RTC Settlement Agreement or entry of
the Confirmation Order (with respect to provisions of the RTC
Settlement Agreement to be implemented through the Plan pursuant to
the RTC Settlement Agreement), as applicable, the Debtors and
Reorganized Debtors shall be authorized, pursuant to sections 363
and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, to
consummate and implement any and all of the transactions
contemplated under the RTC Settlement Agreement, in accordance with
the RTC Settlement Agreement, the Approval Orders, the Plan, and
the Confirmation Order. For the avoidance of doubt, the Reorganized
Debtors will be bound by, and continue to operate under, the RTC
Settlement Agreement.
The Plan and distributions thereunder will be funded by existing
Cash, the sale of certain of the Debtors' real property assets, and
any financing or financial transactions that the Debtors may obtain
following the Effective Date.
The voting deadline to accept or reject the Plan is March 5, 2024
at 4:00 p.m. The deadline to file objections to confirmation of the
Plan or final approval of the adequacy of the disclosures contained
in this Disclosure Statement is March 5, 2024 at 4:00 p.m.
The Confirmation Hearing will commence on March 14, 2024 at 2:00
p.m., before the Honorable Thomas M. Horan, United States
Bankruptcy Judge, at the United States Bankruptcy Court for the
District of Delaware, 824 N. Market St, 5th Floor, Courtroom 5,
Wilmington, Delaware 19801.
A full-text copy of the Revised Disclosure Statement dated January
25, 2024 is available at https://urlcurt.com/u?l=A1f17J from
PacerMonitor.com at no charge.
Counsel for the Debtors:
Sean M. Beach, Esq.
Edmon L. Morton, Esq.
Allison S. Mielke, Esq.
Shella Borovinskaya, Esq.
Timothy R. Powell, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: sbeach@ycst.com
About High Valley Investments
High Valley Investments, LLC, and its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 23-11616) on Sept. 27, 2023. In the petitions signed by John P.
Madden, chief restructuring officer, High Valley disclosed up to
$100,000 in estimated assets and up to $50 million in estimated
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Gibson, Dunn & Crutcher LLP as special counsel; and
Emerald Capital Advisors Corp. to provide a chief restructuring
officer (CRO) and additional personnel. Stretto, Inc. is the
administrative advisor.
HNO INTERNATIONAL: BF Borgers CPA Raises Going Concern Doubt
------------------------------------------------------------
HNO International, Inc. disclosed in a Form 10-K Report filed with
the U.S. Securities and Exchange Commission for the fiscal year
ended October 31, 2023, that BF Borgers CPA PC, the Company's
independent auditor, expressed substantial doubt about the
Company's ability to continue as a going concern.
In the Report of Independent Registered Public Accounting Firm, BF
Borgers CPA PC, said, "We have audited the accompanying
consolidated balance sheets of HNO International, Inc. as of
October 31, 2023 and 2022 and the related consolidated statements
of operations, shareholders' equity, and cash flows for the two
years in the period ended October 31, 2023, and the related notes
and schedules. In our opinion, the financial statements present
fairly, in all material respects, the financial position of the
Company as of October 31, 2023 and 2022, and the results of its
operations and its cash flows for the two years in the period ended
October 31, 2023 and 2022, in conformity with accounting principles
generally accepted in the United States of America. The Company has
suffered recurring losses from operations that raises substantial
doubt about its ability to continue as a going concern."
During the year ended October 31, 2023, HNO International incurred
a net loss of $1,441,335 on $13,000 of total revenue compared to a
net loss of $1,071,309 on $34,450 of total revenue during the same
period in 2022 and used cash in operating activities of $1,427,284.
These factors, among others, raise substantial doubt about its
ability to continue as a going concern.
At October 31, 2023, HNO International had a deficit of
$41,609,945. HNO International has not been able to generate
sufficient cash from operating activities to fund its ongoing
operations. The Company will be required to raise additional funds
through public or private financing, additional collaborative
relationships, or other arrangements until it is able to raise
revenues to a point of positive cash flow. The Company is
evaluating various options to further reduce its cash requirements
to operate at a reduced rate, as well as options to raise
additional funds, including obtaining loans and selling common
stock. There is no guarantee that the Company will be able to
generate enough revenue and/or raise capital to support
operations.
As of October 31, 2023, the Company had $1,342,634 in total assets,
$1,434,835 in total liabilities, and $92,201 in total stockholders'
deficit.
Based on the above factors, substantial doubt exists about the
Company's ability to continue as a going concern for one year from
the issuance of these condensed financial statements.
A full-text copy of the Form 10-K is available at
http://tinyurl.com/2kfure72
About HNO International
Murrieta, CA-based HNO International, Inc. (HNO stands for Hydrogen
and Oxygen) focuses on systems engineering design, integration, and
product development to generate green hydrogen-based clean energy
solutions to help businesses and communities decarbonize in the
near term. The Company provides green hydrogen systems engineering
design, integration, and products to multiple markets, which
include: (i) the zero-emission vehicle and mobile equipment market
consisting of hydrogen fuel cell electric passenger vehicles,
material handling equipment such as forklifts and airport ground
support equipment, as well as the medium and heavy-duty truck
market; (ii) the current and emerging hydrogen gas markets
encompassing ammonia, fertilizer, steel, mining, electronics,
semiconductors, and fuel cell electric vehicles; (iii) and the
gasoline and diesel engine emissions and maintenance reduction
product and services market.
HS PURCHASER: Moody's Affirms 'B3' CFR, Outlook Remains Stable
--------------------------------------------------------------
Moody's Investors Service affirmed HS Purchaser, LLC's (Fortra or
the Company) B3 Corporate Family Rating and B3-PD Probability of
Default Rating. Moody's also affirmed the Company's B2 rated backed
senior secured first lien bank credit facilities. The outlook
remains stable.
The rating action and stable outlook reflects Moody's expectation
that Fortra will reduce cash adjusted leverage to below 8.0x in the
next 12 months and generate flat to low-single digit percent free
cash flow (FCF) to debt. Fortra's 2023 operating performance has
been negatively impacted by the timing and size of large enterprise
and multi-year deals as budgetary scrutiny across customers
persists. The Company's cash flows have also been constrained by a
higher interest rate environment and one-time costs. However, as
the Company focuses on its middle market growth and executes on
further cost management, Moody's expects revenues and PF EBITDA
will grow in the low-single digit percent range. The mission
critical nature of the Company's products and continued high
retention rates support the Company's ability to maintain key
operating, financial and credit metrics.
RATINGS RATIONALE
The B3 CFR reflects the Company's highly leveraged capital
structure and modest operating scale with revenues under $800
million. In addition, Fortra's acquisition-driven growth strategy
can result in leverage remaining persistently high. Leverage
(Moody's adjusted and pro forma for run rate adjustments to include
acquisition synergies and add-back one time transaction costs), is
around 8x, but closer to 8.3x when using cash EBITDA (which adds
back changes in deferred revenue). Without these adjustments,
leverage is closer to 10x. Fortra is expected to generate flat to
low-single digit percent FCF to gross debt over the next 12
months.
Fortra benefits from its strong niche position in the IBMi market,
highly recurring maintenance and subscription revenue streams that
lead to predictable profits and cash flows and strong customer
retention rates. Fortra is also very profitable, producing high
EBITDA margins of over 40% resulting from an efficient cost
structure and effective tele-sales and channel distribution model,
as well as long-term relationships with a diversified group of
enterprise customers.
Fortra's liquidity is adequate, supported by access to $80 million
of undrawn revolving credit facility and a cash balance of around
$30 million as of December 2023. Moody's expect FCF generation to
be flat to slightly positive in the next 12 months as high interest
expenses and pressured earnings are offset by cost actions,
reductions in certain one-time expenses, and modest growth.
The B2 ratings on Fortra's first lien bank credit facilities
(revolver and term loan) are one notch above the Company's B3
Corporate Family Rating (CFR), reflecting the debt's senior
position in the capital structure relative to the unrated second
lien term loan and other unsecured claims. The first lien term loan
is secured by a first priority lien on substantially all assets of
the borrower and its material domestic subsidiaries. The revolver
and term loan are supported by guarantees and asset pledges from
all material domestic subsidiaries.
Fortra's CIS-4 credit impact score primarily reflects the Company's
governance risks. Fortra's G-4 governance score reflects a
relatively aggressive financial strategy as evidenced by the
Company's high leverage resulting from past debt-funded
acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if debt reduction, combined with
sustained earnings growth leads to a material improvement in
Fortra's credit metrics such that debt to EBITDA is sustained below
6.5x and FCF to debt levels were sustained above 5%.
Ratings could be downgraded if Fortra's cash adjusted leverage
exceeds 8x on other than a temporary basis or if FCF to debt were
expected to be negative as a result of competitive pressures,
market declines, debt financed M&A or shareholder return activity.
The principal methodology used in these ratings was Software
published in June 2022.
Fortra, based in Eden Prairie, Minnesota is a provider of
cybersecurity and automation software as well as horizontal
application and infrastructure software solutions for distributed
and IBMi computing environments. The Company is majority owned by
funds affiliated with TA Associates and Harvest Partners, with
minority stakes held by funds affiliated with HGGC and Charlesbank
and Fortra's management team. Revenue as of the last twelve months
ended September 31, 2023 was approximately $778 million.
HUMANIGEN INC: Hires Potter Anderson & Corroon LLP as Counsel
-------------------------------------------------------------
Humanigen, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Potter Anderson & Corroon LLP as
Counsel.
The firm's services include:
a. advising the Debtor of its rights, powers, and duties as
debtor and debtor in possession under chapter 11 of the Bankruptcy
Code;
b. taking action to protect and preserve the Debtor's estates,
including the prosecution of actions on the Debtor's behalf, the
defense of actions commenced against the Debtor in this Chapter 11
Case, the negotiation of disputes in which the Debtor is involved,
and the preparation of objections to claims filed against the
Debtor;
c. appearing in Court and at any meeting required by the U.S.
Trustee and any meeting of creditors at any given time on behalf of
the Debtor as its counsel;
d. assisting with any disposition of the Debtor's assets by
sale or otherwise;
e. preparing on behalf of the Debtor's motions, applications
answers, orders, reports, and papers in connection with the
administration of the Debtor's estates and pursuing causes of
actions;
f. preparing any plan of reorganization or liquidation;
g. preparing any disclosure statement and any related
documents and pleadings necessary to solicit votes on any plan of
reorganization;
h. prosecuting on behalf of the Debtor any proposed plan and
seeking approval of all transactions contemplated therein and, in
any amendments, thereto; and
i. performing all other services assigned by the Debtor to the
firm and to the extent the firm determines that such services fall
outside of the scope of services historically or generally
performed by the firm in a bankruptcy proceeding.
The firm will be paid at these rates:
Partner $765 to $1,590
Counsel $685 to $730
Associates $450 to $690
Paraprofessionals $315 to $445
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received a retainer in the amount of $150,000 in
connection with the planning and preparation of documents and its
proposed postpetition representation of the Debtor. On September
29, 2023, the firm received $150,000. As of January 5, 2024, the
balance of the retainer is $0.
M. Blake Cleary, Esq., a partner at Potter Anderson & Corroon 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:
M. Blake Cleary, Esq.
Aaron H. Stulman, Esq.
Brett M. Haywood, Esq.
Sameen Rizvi, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6 th Floor
Wilmington, DE 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: bcleary@potteranderson.com
astulman@potteranderson.com
bhaywood@potteranderson.com
srizvi@potteranderson.com
About Humanigen, Inc.
Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly
known as KaloBios Pharmaceuticals, Inc. -- @ www.humanigen.com --
is a clinical stage biopharmaceutical company, developing its
portfolio of proprietary Humaneered anti-inflammatory immunology
and immuno-oncology monoclonal antibodies. The Company'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. The Company's lead product
candidate, lenzilumab, and its other product candidate,
ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies.
Humanigen, Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10003) on January 3,
2024, with assets of $521,000 and liabilities of $44,131,000.
Ronald Barliant, independent director, signed the petition.
Potter Anderson & Corroon, LLP and SC&H Group, Inc. serve as the
Debtor's bankruptcy counsel and investment banker, respectively.
HUMANIGEN INC: Hires SC&H Group Inc. as Investment Banker
---------------------------------------------------------
Humanigen, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ SC&H Group, Inc. as investment
banker.
The firm will provide these services:
a. undertake a study to better understand the business and
inspect the assets of the business to determine their physical
condition;
b. identify potential buyers based on information to be
provided by the Debtor and make recommendations to prepare the
assets and the business for proper investigation by potential
buyers;
c. identify potential Bridge and Debtor in Possession lenders
and make recommendations to prepare the assets and the business for
proper investigation by potential buyers;
d. prepare an information memorandum or other materials about
the assets and the business for consideration by prospective buyers
and prepare advertising letters, fliers and similar sales
materials, which would include information regarding the assets, in
each case, based on information provided by the Debtor;
e. prepare a program that may include marketing a potential
transaction through newspapers, magazines, journals, letters,
fliers, electronic mail, telephone solicitation, the internet and
such other methods as SC&H may deem appropriate;
f. contact potential buyers for the Debtor's consideration and
evaluation and require potential buyers to execute Confidentiality
Agreements in favor of the Debtor, unless otherwise instructed;
g. facilitate the development of a Virtual Data Room (VDR)
with detailed information including financial statements, marketing
materials, customer and supplier lists, management CVs, facilities
and other information the Debtor deems relevant;
h. circulate any information memorandum and marketing
materials, provide access to the VDR or send materials to
interested parties regarding the assets, after completing
confidentiality documents;
i. respond, provide information to, coordinate site visits,
communicate and negotiate with and obtain offers from interested
parties. Advise the Debtor in structuring a transaction and make
recommendations as to whether or not a particular transaction offer
should be accepted;
j. in connection with a bankruptcy proceeding governing a
potential transaction, assist with the submission of bid procedures
to the court and conduct the auction that may result therefrom;
k. if requested by the Debtor negotiate with various
stakeholders of the Debtor, including but not limited to, secured
and unsecured creditors and equity shareholders, in regards to the
possible financial restructuring of the existing claims of the
creditors and equity stakeholders of the Debtor; and
l. provide assistance in transaction structuring and pricing
discussions with potential buyers, on an as-needed basis, in an
effort to guide the transaction to a satisfactory conclusion and
perform related services necessary to maximize the proceeds to be
realized in any transaction.
The firm will be paid as follows:
a. Initial Fee. There is no initial fee.
b. Monthly Advisory Fees. There is no monthly fee.
c. Sale Transaction Fee. At the closing of a Transaction,
Debtor will pay SC&H a transaction fee (the "Transaction Fee")
based on Total Consideration (as defined below). The Transaction
Fee shall be the amount resulting from applying the following
formula to the Total Consideration:
(i) $200,000 plus either: (ii) 2% of any Total Consideration in
excess of $8 million if no stalking horse bid has been identified
at the time of execution of this Agreement, or if one has been
identified but is not subsequently approved by the Court as a
stalking horse, or (iii) 8% of any proceeds in excess of 105% of
the Court approved stalking horse bid if a stalking horse has been
identified at the time of execution of this agreement and is
subsequently approved by the Court.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Matt LoCascio, a principal at SC&H Group, 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:
Matt LoCascio
SC&H Group, Inc.
910 Ridgebrook Rd.
Sparks, MD 21152
Tel: (410) 403-1500
Email: mlocascio@schgroup.com
About Humanigen, Inc.
Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly
known as KaloBios Pharmaceuticals, Inc. -- @ www.humanigen.com --
is a clinical stage biopharmaceutical company, developing its
portfolio of proprietary Humaneered anti-inflammatory immunology
and immuno-oncology monoclonal antibodies. The Company'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. The Company's lead product
candidate, lenzilumab, and its other product candidate,
ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies.
Humanigen, Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10003) on January 3,
2024, with assets of $521,000 and liabilities of $44,131,000.
Ronald Barliant, independent director, signed the petition.
Potter Anderson & Corroon, LLP and SC&H Group, Inc. serve as the
Debtor's bankruptcy counsel and investment banker, respectively.
IMMANUEL SOBRIETY: No Patient Care Concern, 4th PCO Report Says
---------------------------------------------------------------
Tamar Terzian, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Central District of
California her fourth and final report for the period Oct. 11, 2023
to Jan. 11, 2024 regarding Immanuel Sobriety Inc.'s healthcare
facility.
The PCO physically conducted visits to the facilities in addition
to verification of licensing, staffing and assuring compliance with
Department of Health Care Services. The PCO observed generally at
each location that all medication was properly labeled and stored
for the participants. For each location there is a designated staff
area that had the medication and files for each participant.
The PCO finds that all medication logs at Facility 1 - Male Detox
Facility are properly maintained by staff and executed by staff
after supervising the participants taking of the medication. The
safety binders are properly updated, and the office was locked only
available for staff. The medications are properly labeled with two
participants only on medication.
Ms. Terzian did not observe any staff present during her visit at
Facility 4 - Female Detox Facility. There were three participants
and different from the previous participants the PCO met during her
last visit. Patient records are properly stored in the office and
medication log with medication is locked making it accessible to
only staff. The binders for each participant and the medication log
are behind two locks. No concerns noted.
The PCO visited Facility 9 - Sober Living with six participants
present. The home was clean and fully supplied in the kitchen for
participants to prepare their own meals. All exits and emergency
signs were properly placed. There is a large outdoor space where
participants can spend time. There was no medication on site. No
concerns noted.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=R5QlZX from PacerMonitor.com.
The ombudsman may be reached at:
Tamar Terzian, Esq.
Terzian Law Group
1122 E. Green Street
Pasadena, CA 91106
Telephone: (818) 242-1100
Facsimile: (818) 242-1012
Email: tterzian@terzlaw.com
About Immanuel Sobriety
Immanuel Sobriety Inc. provides drug and alcohol rehabilitation
programs and treatment services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10806) on March 2,
2023. In the petition signed by its chief executive officer,
Elizabeth Reid, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Wayne Johnson oversees the case.
The Law Office of Crystle J. Lindsey represents the Debtor as legal
counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
INFINERA CORP: BlackRock Has 7.8% Stake as of Dec. 31
-----------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2023, it
beneficially owned 17,754,504 shares of common stock of Infinera
Corp., representing 7.8% of the Shares outstanding. A full-text
copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1138639/000108636424004315/us45667g1031_012624.txt
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and a global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services.
Infinera Corporation reported a net loss of $76.04 million for the
year ended Dec. 31, 2022, a net loss of $170.78 million for the
year ended Dec. 25, 2021, a net loss of $206.72 million for the
year ended Dec. 26, 2020, and a net loss of $386.62 million for the
year ended Dec. 28, 2019.
INNOVATIVE DENTAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Innovative Dental of Hannibal, LLC
515 Clinic Rd
Hannibal, MO 63401-3605
Business Description: The Debtor is a provider of comprehensive
dental care.
Chapter 11 Petition Date: January 30, 2024
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 24-20011
Judge: Hon. Kathy A Surratt-States
Debtor's Counsel: John M. Hark, Esq.
CURL, HARK & HOLLIDAY
999 Broadway
Hannibal MO 63401
Tel: (573) 221-7333
Email: jhark@chhlaw.us
Total Assets: $1,037,174
Total Liabilities: $6,049,362
The petition was signed by Charles W. Janes as member/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/UPOOCHA/Innovative_Dental_of_Hannibal__moebke-24-20011__0001.0.pdf?mcid=tGE4TAMA
INTUITION CONSULTING: Hires BTB Advisory Firm as Accountant
-----------------------------------------------------------
Intuition Consulting Firm, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ BTB
Advisory Firm as accountant.
The firm's services include:
a. assisting the Debtor in preparing and filing its tax
returns;
b. analyzing financial data and preparing financial reports as
necessary to comply with orders of the Court and requests from the
U.S. Trustee and other parties-in-interest;
c. auditing all monthly operating reports filed by the Debtor
to date in this case and assisting the Debtor in the amendment of
the reports, if any, to ensure accuracy of the Debtor's financial
condition; and
d. performing other essential accounting duties necessary to
ensure the accuracy of information presented to the Court and
parties in interest in this Case.
The firm will be paid at these rates:
Bernadette Harris $300 per hour
Senior Accountant $200 per hour
Junior Accountant $150 per hour
Administrative Staff $75 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bernadette Harris, a partner at BTB Advisory Firm, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Bernadette Harris
BTB Advisory Firm
5216 Highway 53 #461
Braselton, GA 30517
Tel: (678) 608-2775
About Intuition Consulting Firm, LLC
The Intuition Consulting Firm, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-56107) on June 29, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Todd Hennings, Esq., at
Macey, Wilensky & Hennings, LLP has been appointed as Subchapter V
trustee.
Judge Paul W Bonapfel oversees the case.
William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC is
the Debtor's counsel.
ITTELLA INTERNATIONAL: Hires Baker Tilly US LLP as Accountant
-------------------------------------------------------------
Ittella International, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Baker Tilly
US, LLP as accountant.
The firm will prepare the Debtors' consolidated federal and state
2023 income tax returns.
The firm will be paid at these rates:
Shashi Mirpuri, CPA $800 per hour
Jain Shally, CPA $500 per hour
Scott Howard $700 per hour
Baker Tilly US will be paid a retainer in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Shashi Mirpuri, Esq., a partner at Baker Tilly 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:
Shashi Mirpuri, Esq.
BAKER TILLY US, LLP
15760 Ventura Blvd Suite 1100
Encino, CA 91436
Telephone: (818) 981 2600
Email: shashi.mirpuri@bakertilly.com
About Ittella International, LLC
Ittella International, LLC is a supplier of plant-based products
based in Paramount, Calif.
Ittella International and seven affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case
No. 23-14154) on July 2, 2023. In the petition signed by its chief
executive officer, Salvatore Galletti, Ittella International
reported $10 million to $50 million in both assets and
liabilities.
Judge Sandra R. Klein oversees the cases.
The Debtors tapped David L. Neale, Esq., at Levene, Neale, Bender,
Yoo and Golubchik, LLP as bankruptcy counsel; Rutan and Tucker, LLP
as their special corporate and SEC counsel; SC&H Group, Inc. as
investment banker; and Grant Thornton, LLP as accountant.
The U.S. Trustee for Region 16 appointed two separate committees to
represent unsecured creditors of Ittella International and its
affiliate, New Mexico Food Distributors, Inc. The committee of New
Mexico Food Distributors tapped Brinkman Law Group, PC as counsel.
JEFFERSON CAPITAL: Moody's Rates New $400MM Unsecured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Jefferson
Capital Holdings, LLC's proposed $400 million senior unsecured
notes due 2029. The company plans to use the proceeds from the
proposed issuance to repay a portion of its revolving credit
facility and for general corporate purposes. This rating action
does not affect Jefferson's Ba2 corporate family rating, existing
Ba3 senior unsecured rating or its stable outlook.
RATINGS RATIONALE
Moody's said the Ba3 rating assigned to Jefferson's proposed senior
unsecured notes is consistent with the company's existing senior
unsecured rating. The Ba3 senior unsecured rating is one notch
below Jefferson's Ba2 CFR, reflecting the debt's ranking and size
in the company's capital structure.
Jefferson's ratings are supported by its strong profitability,
solid interest coverage, stable capitalization, and modest
debt/EBITDA leverage. Jefferson's solid credit metrics reflect
supportive operating conditions for debt purchasers, concurrent
with an improvement in Jefferson's competitive position, since
peers have reported a number of operational and financial headwinds
such as poor collections, weak profitability, and higher funding
costs. However, the company's rapid deployment growth creates
inherent risks due to heavy reliance on internal modeling for
valuing portfolio purchases and future collections, the estimates
of which could deteriorate significantly amid unexpected economic,
regulatory, or consumer behavior changes. The ratings also reflect
Jefferson's use of debt leverage to help fund its deployments. In
the current favorable operating environment, Moody's expects that
Jefferson's leverage will continue to increase modestly, but that
it will remain below its target upper range of 2.5x debt/adjusted
cash EBITDA (Jefferson's measure).
Jefferson's stable outlook reflects Moody's expectation that the
current operating environment and Jefferson's strong competitive
position will support its revenue, profitability and cash flow,
offset by Moody's expectation for modestly worse debt leverage and
interest coverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Jefferson's ratings could be upgraded if the company continues to
demonstrate strong financial performance as it continues to grow
and increase its scale, with consistently solid profitability and
cash flows, maintains its Moody's-adjusted debt/EBITDA at less than
2.0x, and continues to improve its liquidity and funding profile as
evidenced by reduced reliance on secured credit facilities.
The ratings could be downgraded if the company's financial
performance materially deteriorates, for example, if
Moody's-adjusted debt/EBITDA leverage increases to above 3.5x or if
the company's profitability and cash flow and liquidity meaningful
deteriorate on a sustained basis. Adverse regulatory developments
or a significant operational or compliance failure that weakens the
company's franchise could also result in a downgrade.
The principal methodology used in this rating was Finance Companies
Methodology published in November 2019.
JERRY HARVEY: Wins Cash Collateral Access Thru March 12
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Jerry Harvey Audio, LLC to use cash
collateral, on an interim basis, in accordance with the budget.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; (b) the current and necessary
expenses set forth in the budget attached hereto as Exhibit A, plus
an amount not to exceed 10%. This authorization will continue
through and including March 12, 2024.
During the interim period, Central Bank and the U.S. Small Business
Administration will have a perfected postpetition lien against cash
collateral to the same extent and with the same validity and
priority as their respective prepetition lien, without the need to
file or execute any documents as may otherwise be required under
applicable non-bankruptcy law. The replacement lien(s) granted will
secure all obligations owing from the Debtor to the Secured
Lenders, respectively.
A continued hearing on the matter is set for March 12, 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=4Xdcc0 from PacerMonitor.com.
The Debtor projects total cash disbursement, on a weekly basis, as
follows:
$114,317 for the week beginning February 5, 2024;
$97,526 for the week beginning February 12, 2024;
$100,704 for the week beginning February 19, 2024; and
$217,744 for the week beginning February 26, 2024.
About Jerry Harvey Audio LLC
Jerry Harvey Audio LLC manufactures JH Audio in-ear monitors. JH
Audio offers IEMs handcrafted from exotic materials such as Carbon
Fiber, Titanium, and polished Stainless Steel.
Jerry Harvey Audio LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-05279) on Dec. 11, 2023. The petition was signed by Jerry J.
Harvey, II, as manager. At the time of filing, the Debtor estimated
$1 million to $10 million in both assets and liabilities.
Judge Tiffany P. Geyer oversees the case.
R.Scott Shuker, Esq. at SHUKER & DORRIS, P.A. represents the Debtor
as counsel.
JIMMY MOTOR: Case Summary & 17 Unsecured Creditors
--------------------------------------------------
Debtor: Jimmy Motor Car Company, Inc.
6113 E. Colonial Drive
Ste. A
Orlando, FL 32807
Business Description: Jimmy Motor is a full service used car
dealer located in Orlando, Florida. Its
used car inventory includes Acura, Audi,
BMW, Cadillac, Chevrolet, Dodge, Ford, GMC,
Honda, Hyundai, INFINITI, Jeep, Kia, Land
Rover, Lexus, Lincoln, Mazda, Mercedes-Benz,
MINI, Mitsubishi, Nissan, Scion, Toyota and
Volkswagen.
Chapter 11 Petition Date: January 30, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-00423
Judge: Hon. Lori V. Vaughan
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Junaid Iqbal as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/BUITMEQ/Jimmy_Motor_Car_Company_Inc__flmbke-24-00423__0001.0.pdf?mcid=tGE4TAMA
JUDSON COLLEGE: Taps Christian & Small and Gilmore as Counsels
--------------------------------------------------------------
Judson College seeks approval from the U.S. Bankruptcy Court for
the Southern District of Alabama to hire Christian & Small LLP and
Gilmore, Rowley, Crissey & Wilson, Attorneys at Law, LLC as its
special counsels.
The firms will provide all necessary to litigate to conclusion and
reach and consummate a final settlement of the Indian Harbor
Litigation.
The firms will receive compensation on a single joint 40 percent
contingency fee basis (to be shared 52 percent to Christian & Small
and 48 percent of Gilmore).
As disclosed in the court filings, Christian & Small and Gilmore,
Rowley, Crissey & Wilson are "disinterested persons" within the
meaning of 11 U.S.C. 101(14).
The firm can be reached through:
Daniel D. Sparks, Esq.
CHRISTIAN & SMALL LLP
Financial Center, 505 20th St N # 1800
Birmingham, AL 35203
Phone: (205) 795-6588
Email: ddsparks@csattorneys.com
- and -
W. Ivey Gilmore, Jr., Esq.
GILMORE, ROWLEY, CRISSEY & WILSON, ATTORNEYS AT LAW, LLC
1905 7th Street
Tuscaloosa, AL 35401
Phone: (205) 752-8338
About Judson College
Judson College was founded as a liberal arts college for women in
1838 by members of the Siloam Baptist Church in Marion, Alabama.
The Debtor historically operated its college operations on an
80-acre campus located in the town of Marion in southwest Alabama.
Since 1843, the Debtor has been one of those entities whose
ministries are fostered by the Alabama Baptist State Convention,
whose work is financially supported by the Convention, and whose
ministries received the Convention's encouragement and nurture.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ala. Case No. 20004) on January 8,
2024, with $1 million to $10 million in assets and $10 million to
$50 million in liabilities. Daphne R. Robinson, president, signed
the petition.
Judge Henry A. Callaway oversees the case.
Alexandra K Garrett, Esq. of SILVER VOIT GARRETT & WATKINS, is the
Debtor's legal counsel.
KM DOVER: Seeks to Hire Ascendant Law Group as Bankruptcy Counsel
-----------------------------------------------------------------
KM Dover LLC seeks approval from the U.S. Bankruptcy Court for the
District of Massachusetts to hire Ascendant Law Group LLC as its
counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued management and operation of its businesses and
properties;
(b) represent the Debtor at all hearings and matters
pertaining to its affairs;
(c) attend meetings and negotiate with representatives of the
Debtor's creditors and other parties-in-interest, as well as
responding to creditor inquiries;
(d) take all necessary action to protect and preserve the
Debtor's estate;
(e) prepare on behalf of the Debtor all necessary legal
papers;
(f) review applications and motions filed in connection with
the Debtor's bankruptcy case;
(g) negotiate and prepare on the Debtor's behalf any plan of
reorganization, disclosure statement, and all related agreements or
documents, and take any necessary action on behalf of the Debtor to
obtain confirmation of such plan;
(h) advise the Debtor in connection with any potential sale or
sales of assets or its business, or in connection with any other
strategic alternatives;
(i) review and evaluate the Debtor's executory contracts and
unexpired leases, and represent the Debtor in connection with the
rejection, assumption or assignment of such leases and contracts;
(j) represent the Debtor in connection with any adversary
proceedings or automatic stay litigation which may be commenced by
or against the Debtor;
(k) review and analyze various claims of the Debtor's
creditors and treatment of such claims, and prepare, file, or
prosecute any objections thereto; and
(l) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with its
bankruptcy case.
The hourly rates of the firm's counsel and staff are as follows:
Jesse I. Redlener, Member $420
Lee Harrington, Member $420
Matthew Ginsburg, Member $420
In addition, the firm will seek reimbursement for expenses
incurred.
Jesse Redlener, Esq., a partner at Ascendant Law Group, disclosed
in a court filing that he is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jesse I. Redlener, Esq.
ASCENDANT LAW GROUP, LLC
2 Dundee Park Drive, Suite 102
Andover, MA 01810
Phone: (978) 409-2038
Email: jredlener@ascendantlawgroup.com
About KM Dover LLC
KM Dover is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
KM Dover LLC filed its voluntary petition for relief under Chapter
11 of the Bankrupty Code (Bankr. D. Mass. Case No. 24-10053) on
Jan. 11, 2024, listing $1 million to $10 million in both assets and
liabilities. The petition was signed by Kenton Chase as manager.
Jesse I. Redlener, Esq. at Ascendant Law Group LLC represents the
Debtor as counsel.
KODIAK GAS: Moody's Assigns 'Ba3' CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned new ratings to Kodiak Gas
Services, Inc. (Kodiak Gas), including a Ba3 Corporate Family
Rating, a Ba3-PD Probability of Default Rating, and SGL-3
Speculative Grade Liquidity Rating (SGL). Moody's also assigned a
B2 rating to its proposed senior unsecured notes to be issued by
Kodiak Gas's subsidiary, Kodiak Gas Services, LLC. The outlook for
both Kodiak Gas and Kodiak Gas Services, LLC is stable.
Kodiak Gas will initially use the proceeds of the senior notes
offering to reduce revolver borrowings, pay transaction costs, and
for general corporate purposes. Upon closing of Kodiak Gas's
pending acquisition of CSI Compressco LP (Compressco, Caa1 RUR),
expected in the second quarter of 2024, Kodiak Gas will use the
proceeds to retire Compressco's debt.
RATINGS RATIONALE
Kodiak Gas's Ba3 CFR is supported by the scale and quality of its
contract compression fleet, the stability of its margins, and
expectations for ongoing growth in U.S. natural gas demand to
continue driving demand for the company's compression services. The
pending Compressco acquisition is incorporated into the assigned
CFR and will meaningfully improve the company's scale, making it
the largest contract compression services provider in the U.S.
Compressco's lower percentage of large horsepower (>1,000 HP)
assets will modestly dilute Kodiak Gas's asset quality, however,
the pro forma fleet will remain of high quality with large
horsepower assets comprising nearly 75% of its capacity. Kodiak
Gas's Ba3 CFR is also supported by the 3-5 year contracts with
fixed monthly revenue and annual inflation adjustments that
underpin its business, the quality of its customer base, and its
outsized exposure to the Permian which provides some insulation
from natural gas market dynamics.
The company's credit profile is constrained by its debt leverage,
exposure to natural gas production volumes, and short operating and
financial track record as a public company after the closing of its
initial public offering in June 2023. Kodiak Gas's credit profile
is also somewhat constrained by its majority ownership by global
infrastructure investment fund EQT Partners, which will own 66% of
the company after the pending acquisition of Compressco. EQT
Partners has a term loan that is secured by its interest in Kodiak
Gas, and the need for cash flow from Kodiak Gas to service this
loan is taken into account in the company's ratings. Kodiak Gas is
neither an obligor nor a guarantor of EQT Partners's term loan, and
EQT Partners's term loan is non-recourse to Kodiak Gas. Kodiak
Gas's governance was an important consideration in the company's
ratings, as discussed further below.
The stable ratings outlook reflects Moody's expectation that Kodiak
Gas will continue to generate free cash flow, maintain good
liquidity, and reduce leverage through organic growth and modest
debt reduction.
Kodiak Gas's SGL-3 liquidity rating reflects expectations for the
company to maintain adequate liquidity through mid-2025. The
company maintains a minimal cash balance and has nearly $500
million of available borrowing capacity under its $2.2 billion
committed ABL credit facility. Revolver availability will briefly
increase to around $1.2 billion using proceeds from the senior
notes offering, but will revert back to nearly $500 million when
the Compressco acquisition closes and Kodiak Gas draws on its
revolver to retire Compressco's debt. Moody's expects Kodiak Gas to
generate sufficient operating cash flow to fund its capital
spending and dividend requirements. The proposed senior unsecured
notes do not contain any maintenance covenants. The ABL credit
facility contains financial maintenance covenants requiring
interest coverage no less than 2.5x and leverage of no more than
5.75x for the first four quarters after the issuance of its
unsecured notes and no more than 5.25x thereafter. Moody's expects
Kodiak Gas to remain in compliance with its covenants.
Kodiak Gas Services LLC's proposed $750 million senior unsecured
notes are rated B2, two notches below the Ba3 CFR, given the large
size and expected utilization of the $2.2 billion ABL credit
facility. The senior unsecured notes are expected to mature in 2029
and be guaranteed by Kodiak Gas Services, Inc. and each of its
subsidiaries that are guarantors under the ABL. The ABL credit
facility matures in 2028 and is collateralized by essentially all
of the company's assets.
Environmental, Social, and Governance Considerations
There is modest negative pressure on Kodiak Gas's rating (CIS-4),
similar to contract compression services peers. Environmental and
social risks will likely have more meaningful impacts over time as
the world transitions towards more sustainable and cleaner energy
sources, but have limited impact.
Kodiak Gas's governance score (G-4) considers the company's short
operating and financial track record as a public company and, to a
lesser extent, its majority ownership by an investment fund. Kodiak
Gas's stated financial policies, including its target of
maintaining leverage below 3.5x in 2025 and beyond, are
conservative and could lead to a higher score in the future with a
further established track record and management through industry
cycles. The majority ownership by an investment fund presents
risks, however, policies including limiting the investment fund's
Board representation to no more than two of nine members somewhat
mitigate these risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Kodiak Gas's ratings could be upgraded if it improves its fleet
quality, generates free cash flow, establishes a track record of
adhering to conservative financial policies and reduces leverage
below 3.5x on a sustained basis. A reduction in EQT's ownership in
Kodiak Gas and the size of EQT's term loan secured by its equity
ownership would also be supportive of an upgrade.
A downgrade of Kodiak Gas's rating could be considered if leverage
is sustained above 4.5x, the company generates negative free cash
flow or suffers a deterioration in liquidity. A leveraging
acquisition or shareholder distribution could also result in a
ratings downgrade.
Kodiak Gas Services, Inc. is an operator of contract compression in
the U.S. which operates under fixed-revenue contracts with upstream
and midstream customers. The company's primary operating regions
are the Permian Basin and Eagle Ford, but it also maintains
operations in the Powder River Basin, DJ Basin, Appalachian Basin,
Barnett Shale/East Texas Region, and Black Warrior Basin. Kodiak is
publicly traded, however, global infrastructure investment fund EQT
Partners, will own 66% of the company after the pending acquisition
of Compressco.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
KODIAK GAS:S&P Assigns 'B+' Issuer Credit Rating, Outlook Positive
------------------------------------------------------------------
S&P Global Ratings assigned a 'B+' issuer credit rating to Kodiak
Gas Services LLC, a Texas-based company that provides natural gas
compression services, based on its view of the company pro forma
for the acquisition.
S&P also assigned a 'B+' issue-level rating to the proposed senior
unsecured notes based on a '4' recovery rating.
S&P said, "The positive outlook reflects our expectation that
Kodiak will successfully close on the acquisition of CSI Compressco
in the second quarter of 2024 and recapitalize CSI's existing debt.
We forecast S&P Global Ratings-adjusted debt-to-EBITDA of
approximately 4.1x in 2024, falling to 3.7x in 2025."
In conjunction with Kodiak's all-equity acquisition of CSI
Compressco and assumption of CSI Compressco's debt, Kodiak will
issue $750 million senior unsecured notes at Kodiak Gas Services,
LLC. The company will use proceeds to fully repay existing debt at
CSI Compressco in the amount of $643 million, including a
prepayment penalty of approximately $ 8 million, and to partially
repay borrowings on Kodiak's revolving asset-based loan (ABL).
As a result of the acquisition Kodiak will be the largest provider
of natural gas compression services in the U.S. with 4.3 million
horsepower and S&P Global Ratings-adjusted-EBITDA in the $600
million-$700 million range over our forecast period. Sixty-five
percent and fourteen percent of Kodiak's fleet is situated in the
Permian and Eagle Ford basins, respectively. Both basins are
anticipated to exhibit natural gas growth driven by liquefied
natural gas (LNG) processing and export capacity coming online
within the next two years. While macroeconomic factors and volatile
commodity prices can drive customer production goals, low
break-even oil costs in the Permian and the production of
associated natural gas should continue to drive demand for Kodiak's
services. As a result, fleet utilization is expected to remain
above 90% through 2025. These business strengths are partially
offset by its relative short remaining contract length of 19 months
pro forma for the acquisition, as well as a moderate 50% of
revenues anticipated to stem from Investment-Grade counterparties.
S&P said, "We expect the acquisition and continued strong demand
will result in an adjusted EBITDA of approximately $600
million-$650 million in 2024 and $650-$700 million in 2025. As a
result, we anticipate an improvement in adjusted leverage from
approximately 4.1x in 2024 to under 4.0x in 2025, which reflects
our positive outlook. We attribute year-over-year improvement in
credit ratios to increases in recontracting rates given the limited
supply of current contract compression horsepower, as well as
additional horsepower coming online. The company will continue to
remain free cash flow positive while it allocates $270 million to
$300 million to capital expenditures and allocates excess free cash
flow toward distributions. If the company's deleveraging is delayed
such that leverage remains above 4.0x or if the company pursues a
more aggressive financial policy, we could revise our outlook to
stable.
"Our positive outlook reflects our expectation that Kodiak will
successfully close on the acquisition of CSI Compressco in the
second quarter of 2024 and recapitalize CSI's existing debt. We
forecast S&P Global Ratings-adjusted debt to EBITDA of
approximately 4.1x in 2024, falling to 3.7x in 2025.
"We could revise our outlook on Kodiak if we believe its debt to
EBITDA will be sustained above 4.0x."
This could occur if:
-- The demand for compression services weakens,
-- If the company pursues a debt-funded growth strategy; or
-- There are issues integrating CSI Compressco.
S&P would upgrade the rating on Kodiak if:
-- Kodiak successfully integrates CSI Compressco's assets; and,
-- If S&P anticipates that the company will sustain leverage under
4.0x and the company maintains utilization above 90%.
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis for Kodiak Gas Services, LLC. The
company provides compression services, and its business could face
decreased demand for its services over the longer terms as a result
of the energy transition. The company's exposure to upstream and
midstream drivers combined with short term contracts are key risks,
but we also factor in direct and indirect carbon emissions."
LEXARIA BIOSCIENCE: CEO Issues Letter to Stakeholders
-----------------------------------------------------
Lexaria Bioscience Corp. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that Christopher Bunka,
the Chief Executive Officer of the Company, has issued a letter
discussing Lexaria's strategic outlook and summarizing its
accomplishments during the 2023 year.
In the letter to its stakeholders, the CEO addressed and discussed
the following key topics, including the Company's:
(1) Capital Markets and Shareholders
(2) FDA Registration
(3) Research & Development
(4) 2024 R&D Plans
(5) Commercial Results and Collaboration
(6) Intellectual Property
Commenting on the Summary, the CEO said, "2023 was an 'interesting'
year: we successfully completed a number of important research
projects and we were awarded more new patents than during any other
year in our history. We had no choice but to raise capital and were
severely punished because of it. That said, we have since received
roughly $800,000 from the exercise of warrants associated with that
financing, and the additional working capital is welcome. Our
revenue generation is a welcome additional to our income statement
but remains mostly insignificant and irrelevant to our much more
ambitious goals of seeing DehydraTECH actively in use by a
'Fortune-500'-type company."
"Late in 2023 we discovered that, against all odds, DehydraTECH
seems to have a dramatic and positive effect on the oral delivery
of a GLP-1 drug known as semaglutide. That drug, owned by Novo
Nordisk and sold under the brand names Ozempic, Rybelsus, and
Wegovy, has propelled Novo Nordisk to become the most highly valued
public company in all of Europe."
"This was also our first-ever evidence that DehydraTECH could
enhance delivery performance of so-called 'large molecules'."
"I am more positive than ever before about our chances of
establishing a commercial relationship with a significant
pharmaceutical company in the year to come. Why? Because: we
have never been more confident in our intellectual property
portfolio; we have witnessed consistent drug delivery improvements
with a variety of molecules; we have established a foundation for
our studied molecules to better qualify them for commercial use and
have learned what must be done in advance of gaining a corporate
partnership; and we have now demonstrated DehydraTECH's superiority
with one of the most valuable molecule classes in the world
(GLP-1).
"Our 2024 research program for GLP-1 drugs is ambitious but
logical. It is well within our ability to execute (subject to some
financing needs). And, if it continues to deliver results similar
to those we've already seen, together with our ever-advancing
progress on DehydraTECH-related intellectual property, I'm just not
aware of what else we would need to do in order to find a strong
commercial partner."
"I have been a shareholder of Lexaria for a very long time: I know
how our shareholders feel as you watch our progress because I feel
most of the same things you do. I've always tried to be straight-up
with you even as we've juggled some daunting challenges. We have
new shareholders in 2023 who have enthusiastically supported our
most recent corporate strategies – to you I offer a special
"thank you" for your support and I pledge that I will do all that I
can to turn 2024 into the year that Lexaria leaps forward."
"Thank you for giving us this opportunity to work our way
forward."
A full-text copy of the Letter is available at
http://tinyurl.com/5ejewppx
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECH drug delivery technology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria Bioscience incurred a net loss of $6.71 million for the
year ended Aug. 31, 2023, a net loss of $7.38 million for the year
ended Aug. 31, 2022, a net loss and comprehensive loss of $4.19
million for the year ended Aug. 31, 2021, a net loss and
comprehensive loss of $4.08 million for the year ended Aug. 31,
2020, and a net loss and comprehensive loss of $4.16 million for
the year ended Aug. 31, 2019. As of Nov. 30, 2023, the Company had
$3.63 million in total assets, $254,040 in total liabilities, and
$3.37 million in total stockholders' equity.
In its Quarterly Report for the period ended Nov. 30, 2023, Lexaria
said that since inception, the Company has incurred significant
operating and net losses. Net losses attributable to shareholders
were $1.2 million and $1.8 million for the quarters ended November
30, 2023 and 2022, respectively. As of November 30, 2023, the
Company had an accumulated deficit of $46.9 million. The Company
expects to continue to incur significant operational expenses and
net losses in the upcoming 12 months. The Company's net losses may
fluctuate significantly from quarter to quarter and year to year,
depending on the stage and complexity of its R&D studies and
corporate expenditures, additional revenues received from the
licensing of its technology, if any, and the receipt of payments
under any current or future collaborations it may enter into. The
recurring losses and negative cash flows from operations raise
substantial doubt as to the Company's ability to continue as a
going concern.
LIVINGSTON TOWNSHIP: Hires Phillips & Company as Accountant
-----------------------------------------------------------
Livingston Township Fund One, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Phillips & Company as accountant.
The firm will provide these services:
a. advise and consult with Debtor-in-Possession regarding
questions and information arising from various interest which
Debtor-in-Possession may have.
b. evaluate and prepare all forms and reports pursuant to all
regulations of the Internal Revenue Service and the State of
Mississippi.
c. perform such other accounting services on behalf of
Debtor-in-Possession as may become necessary during this
proceeding.
The firm will be paid at the rate of $135 per hour for bookkeeping
services, and $375 per hour for preparation of tax returns.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Patrick Karapetian, a partner at Phillips & Company, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Patrick Karapetian
Phillips & Company
521 SW 11th Ave #200
Portland, OR 97205
Tel: (503) 224-0858
About Livingston Township Fund One, LLC
Livingston Township Fund One, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
23-02573) on Nov. 6, 2023, with $1 million to $10 million in both
assets and liabilities. Michael Bollenbacher, managing member,
signed the petition.
Judge Jamie A. Wilson oversees the case.
The Debtor tapped Eileen N. Shaffer, Esq., as legal counsel and
Andrew J. Clark, Esq., at Jernigan Copeland Attorneys, PLLC as
special counsel.
LUMEN TECHNOLOGIES: Bolsters Runway to Execute Transformation
-------------------------------------------------------------
Lumen Technologies, Inc. announced that it has entered into an
amended and restated transaction support agreement with a broadened
group of creditors who now represent, in the aggregate, over $12.5
billion of the outstanding indebtedness and commitments of the
Company and its subsidiaries and represent over 70% in the
aggregate of Lumen and Level 3 debt maturing through 2027. The
amended TSA is supported by a significantly larger group of
creditors across more of Lumen's capital structure than the
agreement previously announced on Oct. 31, 2023. The TSA will,
among other things, extend debt maturities to primarily 2029 and
beyond, provide $1.325 billion of financing to the Company through
new long-term debt and provide access to a new revolving credit
facility in an amount expected to be approximately $1 billion.
Lumen expects to complete the transactions contemplated by the TSA
in the first quarter of 2024, subject to the satisfaction of
limited remaining closing conditions. The broad support across the
Company's capital structure demonstrates creditors' and
stakeholders' conviction in Lumen's turnaround plan and growth
strategy.
"This agreement represents another positive step forward in the
Lumen turnaround story and creates substantial runway for the
Company to achieve its financial and capital structure goals. The
TSA transactions, when completed, will provide Lumen significant
flexibility as we continue to execute on our transformation journey
of disrupting telecom," commented Kate Johnson, president and chief
executive officer of Lumen.
Lumen plans to make certain term loan transactions available to all
holders in connection with the consummation of such transactions.
The transactions related to certain notes of the Company and Level
3 will be executed on a privately negotiated basis under Section
4(a)(2) of the Securities Act of 1933, as amended. The Company
does not plan to make such transactions available to all holders in
connection with the consummation of such transactions. Following
consummation of the TSA transactions, Lumen may assess potential
follow-on transactions with respect to non-participating debt.
Additional information can be found in the Company's Current Report
on Form 8-K filed with the SEC and available on Lumen's investor
relations website at https://ir.lumen.com.
Guggenheim Securities, LLC served as financial advisor and
Wachtell, Lipton, Rosen & Katz served as legal advisor to the
Company.
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an
international facilities-based technology and communications
company focused on providing its business and mass markets
customers with a broad array of integrated products and services
necessary to fully participate in its ever-evolving digital world.
The Company's platform empowers its customers to swiftly adjust
digital programs to meet immediate demands, create efficiencies,
accelerate market access and reduce costs -- allowing customers to
rapidly evolve their IT programs to address dynamic changes.
Lumen reported a net loss of $1.55 billion in 2022. Lumen incurred
a net loss of $8.3 billion for the nine months ended Sept. 30,
2023.
* * *
As reported by the TCR on Aug. 24, 2023, Moody's Investors Service
downgraded Lumen Technologies, Inc.'s corporate family rating to
Caa1 from B2. Moody's said the downgrade reflects the Company's
increasing financial risks and continued weak operating
performance.
In November 2023, S&P Global Ratings placed U.S.-based
telecommunications service provider Lumen Technologies Inc.'s
(Lumen) 'CCC+' issuer-credit rating on CreditWatch with negative
implications. S&P said, "We expect to resolve the CreditWatch
placement once the company has obtained support from all lenders
and has initiated the debt exchange transaction. Upon announcement
of the deal, we would expect to lower the issuer credit rating to
'CC'.
MATCON CONSTRUCTION: Court OKs Cash Collateral Access Thru Mar 12
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Matcon Construction Services, Inc. to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance, through March 12, 2024, the date of the final
hearing.
The Debtor requires the use of cash collateral to pay operating
expenses.
As previously reported by the Troubled Company Reporter, the
Debtor's primary secured obligations are to Lake Michigan Credit
Union. As of the petition Date, the Debtor owes LMCU approximately
$2.1 million in the form of two different loans, an operating line
of credit in the approximate amount of $1 million and a secured
loan in the approximate amount of $1.1 million, secured by a
blanket lien on all of the Debtor's assets.
The Debtor also has an SBA Economic Injury Disaster Loan with an
approximate balance of $2 million secured by substantially all of
the Debtor's personal property. Based on the Debtor's initial
review of UCC-1 filings, the SBA appears to have a second-position
security interest in the Debtor's assets.
The Debtor believes it owes additional secured debt to other
secured creditors, which assert liens on the Debtor's vehicles and
equipment:
Approximate Balance as
Creditor of Petition Date
-------- ----------------------
American Indemnity $124,623.85
Ford Credit $48,259.17
GM Financial $64,201.87
Ford Credit $36,852.38
Wells Fargo $23,401.39
Wells Fargo $24,931.50
Balboa Capital $19,946.79
In an effort to carry the business through this downturn period,
the Debtor turned to short-term funding sources with high cost of
capital known as "merchant cash advance" funding, with various
companies.
The MCAs furthered the Debtor's economic problems as the MCA
funders presented UCC demands to the Debtor's customers,
effectively cutting off the Debtor's cash flow. The Debtor filed
the case primarily to obtain relief from this financial pressure.
As of the Petition Date, the Debtor owes these amounts to the MCAs,
which the Debtor believe are all wholly unsecured:
Approximate Balance
MCA as of Petition Date
--- -------------------
Intrepid Finance $465,116
Blue Vine $44,297
Libertas Fundi g $814,090
Fox Capital $37,200
Biz Fund $485,400
Proventure Capital $55,469
Reserve Capital $139,923
City Capital $109,672
Finova $81,429
Greentree $31,936
The court said as additional adequate protection with respect to
the MCAs' and other Lenders' interests in the Cash Collateral, the
MCAs and other Lenders are granted a replacement lien in and upon
all of the categories and types of collateral in which they held a
security interest and lien as of the Petition Date to the same
extent, validity and priority that they held as of the Petition
Date, subject to carve outs and subordination to the administrative
claims set forth in the budget and US Trustee fees.
Turnover of accounts receivable is subject to any purported liens
by MCAs and other Lenders to the same priority, extent and validity
as they existed prepetition, except to the extent of permitted uses
and carve outs for administrative claims set forth in the budget
and US Trustee fees, provided, for the avoidance of doubt, as to
account debtors or Contract Parties that pay any obligations to the
Debtor, those account debtors or Contract Parties will not be
subject to payment to any of the MCAs or other Lenders for such
obligations claimed owing by any of the MCAs or other Lenders or
anyone else claiming to be an assignee under UCC 9-406, Florida
Statute section 679.4061, or other applicable law.
The Debtor will maintain insurance coverage for the collateral in
accordance with the obligations under the loan and security
documents.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=B1I4a8 from PacerMonitor.com.
The Debtor projects total cash disbursements, on a weekly basis, as
follows:
$95,773 for the week ending February 2, 2024;
$81,368 for the week ending February 9, 2024;
$101,111 for the week ending February 16, 2024; and
$99,462 for the week ending February 23, 2024.
About Matcon Construction Services, Inc.
Matcon Construction Services, Inc. provides general contracting,
solar solutions and development Services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215) on January 20,
2023. In the petition signed by Derek Mateos, president, the Debtor
disclosed up to $10 million in assets and up to $50 million in
liabilities.
Judge Roberta A. Colton oversees the case.
Scott Underwood, Esq., at Underwood Murray, P.A., represents the
Debtor as counsel.
MCCOY COUNSELING: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------
McCoy Counseling, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Arkansas, Little Rock Division, for authority
to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay staffing
expenses, operating expenses, maintenance expenses and
administrative expenses, and otherwise conduct the business affairs
of the Debtor.
The Debtor has an immediate need to use the cash collateral of
Black Olive Capital, LLC and Partners Bank, the Debtor's secured
creditors claiming liens on the Debtor's accounts receivable and
other assets. Partners' Bank is in first priority position having
filed a UCC-1 Financing Statement on January 3, 2023. Black Olive
is in second position having filed a UCC-1 Financing Statement on
March 23, 2023.
The Debtor can adequately protect the interests of the Secured
Lenders by providing the Secured Lenders with post-petition liens,
priority claims in the Chapter 11 bankruptcy case to the amount,
extent, and validity in which same existed pre-petition. The cash
collateral will be used to continue the Debtor's ongoing
operations.
The Debtor intends to rearrange its affairs and needs to continue
to operate in order to pay its ongoing expenses, generate
additional income and to propose a plan in this case.
The Debtor's ability to use this cash collateral will terminate
upon (i) the conversion of the Chapter 11 case to a Chapter 7; or
(ii) the confirmation of a plan of reorganization by an order that
becomes final and non-appealable unless use of the rents is
contemplated; or (iii) subsequent order of the Court.
A copy of the motion is available at https://urlcurt.com/u?l=oI5NeK
from PacerMonitor.com.
About McCoy Counseling, LLC
McCoy Counseling, LLC is a marriage and family therapist.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-10180) on January 23,
2024. In the petition signed by Kellee McCoy, member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Phyllis M. Jones oversees the case.
Kevin P. Keech, Esq., at KEECH LAW FIRM, PA, represents the Debtor
as legal counsel.
MILLENNIAL BENEFIT: Hires Chipman Brown Cicero & Cole as Counsel
----------------------------------------------------------------
Millennial Benefit Management Corporation seeks approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Chipman Brown Cicero & Cole, LLP as counsel.
The firm's services include:
a. providing legal advice with respect to the Debtors' powers
and duties as debtors-in-possession in the continued operation of
their business and management of their property;
b. negotiating, drafting, and pursuing all documentation
necessary in these Chapter 11 Cases;
c. preparing on behalf of the Debtors all applications,
motions, answers, orders, reports, and other legal papers necessary
to the administration of the Debtors' estates;
d. appearing in Court and protecting the interests of the
Debtors before the Court;
e. assisting with any disposition of the Debtors' assets, by
sale or otherwise;
f. negotiating and taking all necessary or appropriate actions
in connection with a plan or plans of reorganization and all
related documents thereunder and transactions contemplated
therein;
g. attending all meetings and negotiating with representatives
of creditors, the United States Trustee, and other
parties-in-interest;
h. providing legal advice regarding bankruptcy law, corporate
law, corporate governance, transactional, litigation, and other
issues to the Debtors in connection with the Debtors' ongoing
business operations; and
i. performing all other legal services for and providing all
other necessary legal advice to the Debtors that may be necessary
and proper in these Chapter 11 Cases.
The firm will be paid at these rates:
Partner $495 to $850 per hour
Associates and counsel $395 to $475 per hour
Paralegals $225 to $300 per hour
The firm will be paid a retainer in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William E. Chipman, Jr., Esq., a partner at Chipman Brown Cicero &
Cole, 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:
William E. Chipman, Jr., Esq.
CHIPMAN BROWN CICERO & COLE, LLP
501 Fifth Avenue, 15th Floor
New York, NY 10017
Tel: (646) 685-8363
Email: Cole@ChipmanBrown.com
About Millennial Benefit Management
Millennial Benefit Management Corporation's business was an online
pharmacy that used an online platform to connect patients,
providers and pharmacists employing medication insights and savings
recommendations. Prior to suspending all business operations, MBMC
dispensed medicines, over-the-counter products and wellness
supplements and shipped them nationwide. MBMC offered online
insurance coordination, multi-dose medication packaging, delivery
and management; as well as real-time pharmacy chat and support with
personalized treatment plans that consumers could access via a
health and wellness pharmacy dashboard. Millennial Benefit
Management currently has two employees and one part-time
contractor.
Millennial Benefit Management and Mailmyprescriptions.com Pharmacy
Corporation sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-12083 and 23-12084) on
December 19, 2023, with $50,000 to $100,000 in assets and $10
million to $50 million in liabilities. Donovan Chin, chief
restructuring officer, signed the petitions.
Judge Thomas M. Horan oversees the cases.
William E. Chipman, Jr., Esq., at Robert A. Weber, Esq. represents
the Debtor as legal counsel.
MINIM INC: Inks Agreements With Motorola Mobility
-------------------------------------------------
Minim, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Jan. 22, 2024, it entered into a Letter
Agreement re Product Purchase and a Debt Settlement Agreement with
Motorola Mobility, LLC.
Pursuant to the Letter Agreement, the Company (A) initially
transferred a portion of its inventory to Motorola and (B) agreed
to transfer the remainder of such inventory upon receipt of the
funding in order to satisfy liabilities owed to Motorola, while
agreeing to continue to provide certain customer and technical
support. Pursuant to the Settlement Agreement, the Company agreed
(i) to pay Motorola a settlement amount upon the Funding and (ii)
to transfer additional funds as collected from the Company's
customers. The Company believes that the Agreements, together with
arrangements it has finalized with other major vendors, will allow
the Company to streamline its operations while reducing its current
liabilities.
On Jan. 23, 2024, the Company, entered into a Securities Purchase
Agreement with David Lazar, a member of the Company's Board of
Directors, whereby the Company will sell and whereby Lazar will
purchase 2,800,000 shares of the Company's preferred stock, $0.01
par value per share, at a price per share of $1.00, for an
aggregate purchase price of $2,800,000, subject to certain
conditions pursuant to the exemptions afforded by the Securities
Act and Regulation S thereunder. Under the Purchase Agreement, the
Company has agreed to designate 2,800,000 of the Preferred Stock as
Series A Preferred Stock for the sale to Lazar. Each share of
Series A Preferred Stock shall be convertible, at the option of the
holder, into one share of common stock of the Company, $.01 par
value per share, and vote on an "as-if-converted" basis and shall
have full ratchet protection in any subsequent offerings.
Pursuant to the Purchase Agreement, the Company shall also issue
Lazar a warrant to purchase up to an additional 2,800,000 shares of
Common Stock, with an exercise price equal to $1.00 per share,
subject to adjustment therein.
Under the applicable Nasdaq rules and the Purchase Agreement, in
the absence of shareholder approval, the Company may only issue to
Lazar upon conversion of the Series A Preferred Stock such number
of shares of Common Stock, equal to the lower of either, (X) the
maximum percentage of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of
shares of Common Stock issuable upon conversion of the Preferred
Stock that can be issued to the Holder without requiring a vote of
the shareholders of the Company under the rules and regulations of
the Trading Market on which the Common Stock trades on such date
and applicable securities laws; or, (Y) 19.99% of the number of
shares of the Common Stock outstanding immediately prior to the
date of issuance.
The Purchase Agreement contains customary representations,
warranties and agreements of the Company and Lazar, limitations and
conditions regarding sales of the Preferred Stock or Common Stock,
indemnification rights and other obligations of the parties.
Furthermore, the Purchase Agreement contains certain conditions to
closing, including, shareholder approval of (i) a one for three
reverse stock split of the Common Stock, (ii) the increase in
authorized shares of Preferred Stock to 10,000,000, (iii) the
Certificate of Designation of the rights and privileges of the
Series A Preferred Stock of 2,800,000 shares, and the issuance of
such shares to Lazar; and (iv) removal from the Company's
Certificate of Incorporation and By-Laws of limitations on adopting
shareholder resolutions via majority without holding a shareholders
meeting.
Lazar has agreed that he will not engage in or effect, directly or
indirectly, any short sales involving the Company's securities or
any hedging transaction that transfers the economic risk of
ownership of the Common Stock. Additionally, the Board of
Directors of the Company unanimously adopted resolutions (i)
exempting Lazar's acquisition of the Series A Preferred Stock from
Section 16(b) of the Exchange Act pursuant to Rule 16b-3 and (ii)
granting the Purchaser the right to sell, assign or otherwise
transfer either the Series A Preferred Stock (as well as any Common
Stock underlying any such Series A Preferred Stock) and/or its
rights to acquire the Series A Preferred Stock (as well as any
Common Stock underlying any such Securities) pursuant to the
Purchase Agreement, including by way of option for Purchaser to
sell and/or a transferee thereof to purchase, the Securities
Purchase Rights.
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. The Company designs
and manufactures products including cable modems, cable
modem/routers, mobile broadband modems, wireless routers,
Multimedia over Coax adapters and mesh home networking devices.
Minim reported a net loss of $15.55 million in 2022 compared to a
net loss of $2.20 million in 2021. As of Sept. 30, 2023, the
Company had $15.28 million in total assets, $15.14 million in total
liabilities, and $135,637 in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has suffered recurring
losses and negative cash flows from operations and will need
additional funding within the next twelve months. This raises
substantial doubt about the Company's ability to continue as a
going concern.
"The Company's operations have historically been financed through
the issuance of common stock and borrowings. Since inception, the
Company has incurred significant losses and negative cash flows
from operations. During the nine months ended September 30, 2023,
the Company incurred a net loss of $16.5 million and had positive
cash flows from operating activities of $3.7 million. As of
September 30, 2023, the Company had an accumulated deficit of $91.3
million and cash and cash equivalents of $0.5 million. The Company
implemented cost reduction plans to align its cost structure to its
sales and increase its liquidity. The Company will continue to
monitor its cost in relation to its sales and adjust its cost
structure accordingly. The Company's financial position and
operating results raise substantial doubt about the Company's
ability to continue as a going concern. The Company believes it
does not have sufficient resources through its cash and cash
equivalents, other working capital and borrowings under its SVB
line-of-credit to continue as a going concern through at least one
year from the issuance of these financial statements," the Company
said in its Quarterly Report for the period ended Sept. 30, 2023.
MR. COOPER GROUP: Moody's Hikes CFR to Ba3, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has upgraded Mr. Cooper Group Inc.'s
corporate family rating to Ba3 from B1. Additionally, Moody's has
affirmed Nationstar Mortgage Holdings Inc.'s B1 backed senior
unsecured debt rating, Nationstar Mortgage LLC's B1 long-term
issuer rating, and Home Point Capital Inc.'s B1 senior unsecured
debt rating, assumed by Mr. Cooper Group Inc. The outlooks for Mr.
Cooper, Nationstar Mortgage Holdings Inc. and Nationstar Mortgage
LLC remain stable.
RATINGS RATIONALE
The upgrade of Mr. Cooper's CFR to Ba3 reflects the company's
strong position in the US residential mortgage origination and
servicing market. The company is currently the sixth largest
servicer of residential mortgage loans, which provide predictable
fee-for-service revenue. Additionally, the rating reflects the
company's sustained improvement in capitalization and resilient
earnings in a challenging mortgage environment. The rating also
reflects the cyclical nature of the mortgage industry, as well as
heightened operational and regulatory risks.
Mr. Cooper's adjusted tangible common equity to adjusted tangible
assets ratio was 31.0% as of September 30, 2023, a level Moody's
views as strong and better than most of the company's non-bank
mortgage company peers. The company's capitalization has improved
over the last two years, and it plans to maintain its tangible net
worth to assets ratio in the 20% - 25% range. Mr. Cooper's equity
largely supports the company's mortgage servicing rights (MSR)
portfolio, where the value is impacted by changes in interest
rates. Mr. Cooper employs an effective hedging strategy to mitigate
fair market value losses on its MSR assets, a credit positive. Mr.
Cooper's hedging strategy has also supported the company's strong
GAAP earnings over the past three years, in addition to the
company's adjusted core earnings.
Secured debt to gross tangible assets was 30.7% as of September 30,
2023 and 27.5% at the end of 2022. Over the past year, the
company's ratio has risen due to a greater reliance on the MSR
financing facility. Moody's expects Mr. Cooper will manage its
secured debt to gross tangible assets below 30%.
In October 2023, Mr. Cooper was the target of a cyber attack during
which certain data was stolen from the company as a result of a
third party gaining access to certain of its technology systems.
Mr. Cooper reported that current and former customers' personal
information was obtained from its systems during the incident and
has offered complimentary identity protection services. As a
result, the company updated its fourth quarter 2023 guidance to
include a $25 million vendor expense related to the incident.
However, Mr. Cooper reported that there was no impact to its
operating earnings as a result of the attack.
The B1 backed senior unsecured bond rating on Nationstar Mortgage
Holdings Inc. is one notch below Mr. Cooper's Ba3 CFR and
incorporates the priority of claim and strength of asset coverage.
The stable outlook reflects Moody's expectation that over the next
12-18 months, the company's profitability will be solid, its
capitalization strong, and its funding and liquidity profile will
be largely unchanged.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings of Mr. Cooper could be upgraded if the company is able
to 1) demonstrate average net income to assets (excluding MSR fair
value marks) that exceeds 4.0% over an economic cycle; 2) maintain
solid capital levels, such as adjusted tangible common equity to
adjusted tangible assets of at least 20%; 3) preserve its servicing
performance and franchise value; and 4) demonstrate a solid funding
and liquidity profile.
The ratings of Mr. Cooper could be downgraded if 1) the company's
financial performance materially deteriorates; 2) if capitalization
falls and is expected to remain below 17.5%; 3) if
through-the-cycle average net income to assets falls and is
expected to be less than 3.0%; or 4) if the company's funding
profile weakens or its liquidity position deteriorates beyond an
adequate buffer to its debt covenants. In addition, the ratings
could be downgraded in the event of material negative regulatory
actions that would impair Mr. Cooper's franchise and ability to
remain profitable.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
MR. COOPER: S&P Rates New $800MM Senior Unsecured Notes 'B'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating and a '4' recovery
rating to Mr. Cooper Group Inc.'s proposed $800 million senior
unsecured notes due 2032. The '4' recovery rating indicates its
expectation of average (30%-50%; rounded estimate: 45%) recovery in
the event of a default.
The company plans to use the net proceeds to repay outstanding
borrowings under its mortgage servicing rights (MSR) facilities,
which had a combined outstanding balance of about $2.2 billion, as
of Sept. 30, 2023.
Since last year, Mr. Cooper's mortgage servicing rights (MSR) book
has grown substantially given its bulk purchase activities and
acquisition of Home Point in 2023, which added more than $80
billion in unpaid principal balance. As of Sept. 30, 2023, the
company's owned MSR portfolio was $8.5 billion, up from $7.1
billion, as of June 30, 2023. While S&P considers this growth to be
positive and in line with the company's strategy of growing its
servicing business, the additional $800 million of unsecured debt
reduces the collateral value available to the unsecured noteholders
in a default scenario. As a result, its recovery remains unchanged
at '4'.
As of Sept. 30, 2023, Mr. Cooper's debt to EBITDA (on a
trailing-12-month basis) was 5.3x, and debt to tangible equity was
1.3x. S&P expects the transaction to be leverage neutral, with pro
forma 2023 debt to EBITDA and debt to tangible equity to remain at
around 5.0x-5.5x and 1.0x-1.5x, respectively.
S&P said, "The stable outlook reflects our expectation that, over
the next 12 months, tough operating conditions will continue to
hinder Mr. Cooper's performance such that debt to EBITDA will
remain over 5.0x, with debt to tangible equity of around 1.0x.
"We could lower the rating over the next 12 months if we expect
debt to tangible equity to rise and stay above 1.5x on a sustained
basis. We could also lower our rating if the company discloses
significant regulatory or compliance failures that affect its
operating profitability or market position.
"We could raise the rating if an improvement in industry conditions
leads to a rebound in the company's operating performance such that
our measure of debt to EBITDA is well below 4.0x and debt to
tangible equity remains below 1.0x."
Issue Ratings--Recovery Analysis
Key analytical factors
-- S&P's simulated default scenario contemplates a default in
2027, resulting from substantial curtailments of business practices
owing to regulatory and compliance deficiencies in servicing
practices. The company's liquidity and capital resources would
eventually become strained to the point where it cannot continue to
operate without an equity infusion or bankruptcy filing.
-- As a result, the company may have to liquidate its MSRs. S&P
thinks the causes of a default would be inherent to the company's
operating activities and believe creditors would place a higher
value on the MSRs.
-- S&P has therefore valued the company through a discrete asset
valuation of its MSRs.
Simulated default assumptions
-- A sustained period of rapid amortization of MSRs, with limited
ability to refinance the repayments.
-- Limited new origination activity and limited purchase of MSRs
in the secondary market.
-- An increase in borrower delinquencies and in the discount rate
to value MSRs.
Simplified waterfall
-- Discrete asset value (after 5% administrative costs): $5.3
billion
-- Priority claims: $3.3 billion
-- Collateral value available to unsecured creditors: $2.0
billion
-- Senior unsecured notes: $4.1 billion
-- Recovery expectations: 30%-50%; rounded estimate 45% (4)
All debt amounts include six months of prepetition interest.
NASHVILLE SENIOR: No Resident Complaints, PCO Report Says
---------------------------------------------------------
Teresa Teeple, the patient care ombudsman, filed a report regarding
the quality of patient care provided at the nursing home operated
by Nashville Senior Care, LLC and its affiliates.
The PCO directed a representative, District Ombudsman Melinda
Lunday to make frequent visits to McKendree Village. Ms. Lunday has
visited McKendree Village six times from Dec. 20, 2023 to Jan. 12,
2024.
The final and most recent visit of Ms. Lunday to the facility was
Jan. 12. The assisted living area was relatively quiet and appeared
clean. A staff member was seated near the residents, and the menu
and activities were posted. Overall, the assisted living area
appeared to have resolved the previous snack and menu issues and
were providing adequate staffing.
Ms. Lunday saw many staff interacting with residents in the
long-term nursing home care. There appeared to be multiple agency
staff members working in the facility giving showers, answering
call lights, and distributing medications. Staff appeared to be
attentive to residents and were answering call lights and giving
residents showers.
Ms. Lunday spoke with a female resident, whose departure from the
facility has been delayed. She stated that things seem to be
getting better at the facility. No complaints regarding care were
received.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=xhHcpd from Stretto, Inc., claims agent.
About Nashville Senior Care
Nashville Senior Care, LLC and affiliates are comprised of five
senior living communities and one Medicare-certified home health
agency affiliated with the Trousdale Foundation. All of the real
estate associated with the senior living communities is owned by
the Debtors.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug.
14, 2023. In the petitions signed by Thomas Johnson, executive
director, Nashville Senior Care disclosed $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Judge Marian F. Harrison oversees the cases.
The Debtors tapped McDonald Hopkins LLC as general bankruptcy
counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital,
Inc. as investment banker. Stretto, Inc. is the notice, claims and
balloting agent.
On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Womble Bond Dickinson (US), LLP and
Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors,
LLC as financial advisor.
Teresa Teeple is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
NASHVILLE SENIOR: PCO Reports Resident Care Complaints
------------------------------------------------------
Jackie DeGenova, the court-appointed patient care ombudsman, filed
her report concerning the quality of care provided to the residents
of Nashville Senior Care, LLC and its affiliates.
A certified long-term care ombudsman has visited the Friendship
Village Dayton Nursing Home approximately biweekly since the
appointment as PCO.
The PCO noted that recent complaints received in the nursing
facility include dietary concerns, discharge, assistive devices or
equipment. Recent complaints received for the residential care
facility include involuntary discharge, billing, and access to
health-related services.
The PCO observed that concerns remain historically consistent at
Hyde Park Health Center and Gardens of Oakley Residential Care
Facility. Residents shared concerns about poor staff attitudes,
including disrespectful treatment and foul language. Other concerns
related to late or mismanaged medications, and poor pain
management, and issued with food services including poor quality,
temperature or choice.
Recently resolved complaints include concerns with housekeeping,
medications, access to health-related services, and personal
property.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=LlDqOB from Stretto, Inc., claims agent.
About Nashville Senior Care
Nashville Senior Care, LLC and affiliates are comprised of five
senior living communities and one Medicare-certified home health
agency affiliated with the Trousdale Foundation. All of the real
estate associated with the senior living communities is owned by
the Debtors.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on Aug.
14, 2023. In the petitions signed by Thomas Johnson, executive
director, Nashville Senior Care disclosed $50 million to $100
million in assets and $100 million to $500 million in liabilities.
Judge Marian F. Harrison oversees the cases.
The Debtors tapped McDonald Hopkins LLC as general bankruptcy
counsel; EmergeLaw, PLC as co-counsel; and Houlihan Lokey Capital,
Inc. as investment banker. Stretto, Inc. is the notice, claims and
balloting agent.
On Aug. 31, 2023, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped Womble Bond Dickinson (US), LLP and
Dunham Hildebrand, PLLC as legal counsel, and Rock Creek Advisors,
LLC as financial advisor.
Terri Cantrell is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
NC GAS HOUSE: Hires The Fuller Law Firm as Litigation Counsel
-------------------------------------------------------------
NC Gas House Gang LLC seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to employ The Fuller Law Firm, P.C. as
its special litigation counsel.
The Debtor requires counsel to defend the a complaint filed by the
City of Gastonia in the General Court of Justice Superior Court
Division for Gaston County, case no. 2023-CVS3947, and litigate
claims in North Carolina that will affect this bankruptcy estate.
The firm shall receive a retainer of $8,000 from Brandon Bellamy
and will bill at the rate of $450 per hour.
Trevor Fuller, Esq., president of The Fuller Law Firm, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Trevor M. Fuller, Esq.
THE FULLER LAW FIRM, PC
5970 Fairview Road, Suite 450
Charlotte , NC 28210
Telephone: (704) 659-5600
Email: tmfuller@thefullerlawfirm.com
About NC Gas House Gang LLC
NC Gas House Gang LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-18766)
on Dec 1, 2023. The petition was signed by Brandon Bellamy as
manager. At the time of filing, the Debtor estimated $1 million to
$10 million in both assets and liabilities.
Judge Lori S. Simpson presides over the case.
Ronald Drescher, Esq. at DRESHCHER & ASSOCIATES, PA represents the
Debtor as counsel.
NEIMAN MARCUS: Jackson Walker Fee Clawback Trials Set in August
---------------------------------------------------------------
James Nani of Bloomberg Law reports that Jackson Walker LLP will
face fee clawback trials in August 2024 over Justice Department
accusations that it failed to disclose allegations of a romantic
relationship between one of its former attorneys and a former
prominent Houston bankruptcy judge.
Trials over whether orders should be set aside awarding Jackson
Walker about $1.8 million in compensation it collected in three
Chapter 11 cases were set at a hearing Tuesday, January 16, 2024,
by US Bankruptcy Judge Marvin Isgur of the US Bankruptcy Court for
the Southern District of Texas.
The trials are part of the US Trustee's challenges to Jackson
Walker's compensation for serving as bankruptcy counsel in the
Chapter 11 cases of Neiman Marcus Group LTD LLC, Seadrill Partners
LLC, and Strike LLC. They follow revelations last year that the
firm failed to disclose allegations of a romantic relationship
between former Jackson Walker partner Elizabeth Freeman and former
Judge David R. Jones.
Jones presided over at least 26 cases, and perhaps more, where he
awarded Jackson Walker about $13 million in compensation and
expenses while Freeman was both a firm partner and living with
Jones in an intimate relationship, the US Trustee has said.
Amid an ethics storm, Jones resigned last 2023 after the Fifth
Circuit's chief judge issued a formal complaint against him which
said there was probable cause to believe he engaged in misconduct.
Texas-based Jackson Walker regularly represented clients in
Jones’ courtroom before he resigned.
Isgur, who took over several of the cases after Jones resigned, was
asked in November by the Trustee to vacate all orders awarding the
firm compensation because of the romantic revelations, calling the
cases "tainted." Vacating the compensation orders would allow the
Trustee and other parties to object to the compensation and try to
claw back funds.
Isgur set Neiman Marcus's trial to begin on August 12, 2024
Seadrill's on August 15, 2024, and Strike's on August 16, 2024.
Jackson Walker has previously said Freeman lied to it about the
full extent of her relationship with Jones and is confident it
acted responsibly. Freeman joined Jackson Walker in 2018, and left
in late 2022.
Jackson Walker LLP is represented by Norton Rose Fulbright US LLP.
The cases are Neiman Marcus Group LTD LLC, Seadrill Partners LLC,
and Strike LLC, Bankr. S.D. Tex., Nos. 20-32519, 20-35740,
21-90054, hearing 1/16/24.
About Jackson Walker
Jackson Walker LLP is a Texas-based law firm with a national
presence and global reach. With more than 450 attorneys, Jackson
Walker is one of the largest firms in the state and provide
comprehensive services in a broad range of practice areas. The
firm's practice areas include aviation, antitrust, bankruptcy,
energy, environmental, entertainment, health care, immigration,
insurance, intellectual property, international, labor and
employment, real estate, and tax law.
About Neiman Marcus Group
Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is
a luxury omni-channel retailer conducting store and online
operations principally under the Neiman Marcus, Bergdorf Goodman,
and Last Call brand names. It also operates the Horchow e-commerce
website offering luxury home furnishings and accessories. Since
opening in 1907 with just one store in Dallas, Neiman Marcus and
its affiliates have strategically grown to 67 stores across the
United States.
Weeks after being forced to temporarily shutter stores due to the
coronavirus pandemic, Neiman Marcus Group and 23 affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32519) on
May 7, 2020, after reaching an agreement with a significant
majority of our creditors to undergo a financial restructuring that
will substantially reduce the Company's debt load, and provide
access to considerable financing to ensure business continuity.
Kirkland & Ellis LLP served as legal counsel to the Company, and
Jackson Walker LLC was the co-counsel. Lazard Ltd. was the
Company's investment banker, and Berkeley Research Group was the
Company's financial advisor. Stretto was the claims agent,
maintaining the page https://cases.stretto.com/NMG
Judge David R. Jones oversaw the cases.
The Extended Term Loan Lenders were represented by Wachtell,
Lipton, Rosen & Katz as legal counsel, and Ducera Partners LLC as
investment banker.
The Noteholders were represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel and Houlihan Lokey as investment
banker.
OCEAN PARKWAY: Seeks to Hire Davidoff Hutcher & Citron as Attorney
------------------------------------------------------------------
Ocean Parkway BH 26 LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Davidoff Hutcher
& Citron LLP as its attorney.
The firm will provide these services:
a. give advice to the Debtor with respect to its powers and
duties 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 answers, orders, reports and other
legal papers required for a 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. advise the Debtor in connection with any potential
refinancing of secured debt and any potential sale of the
business;
g. represent the Debtor in connection with obtaining
post-petition financing;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
i. perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estate and to
promote the best interests of the Debtor, its creditors and the
estates.
The firm will be paid at these rates:
Attorneys $450 to $825 per hour
Paraprofessionals $195 to $275 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jonathan S. Pasternak, Esq., a partner at Davidoff Hutcher & Citron
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:
Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON LLP
120 Bloomingdale Road, Suite 100
White Plains, NY 10605
Tel: (914) 381-7400
Email: jsp@dhclegal.com
About Ocean Parkway BH 26 LLC
Ocean Parkway is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)). The Debtor is the owner of real
property located at 2105 Ocean Parkway, Brooklyn, NY 11223 having
an appraised value of $9.8 million.
Ocean Parkway BH 26 LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
24-40210) on Jan. 17, 2024. In the petition signed by Salomao
Laniado as manager, the Debtor disclosed $9,802,500 in assets and
$5,387,703 in liabilities.
Judge Nancy Hershey Lord presides over the case.
Jonathan S. Pasternak, Esq. at DAVIDOFF HUTCHER & CITRON LLP
represents the Debtor as counsel.
OCEAN POWER: Announces $1.2 Million Award From NJEDA NOL Program
----------------------------------------------------------------
Ocean Power Technologies, Inc. announced it has been awarded
approximately $1.2 million under the New Jersey Economic
Development Authority (NJEDA) 2023 Technology Business Tax
Certificate Transfer Program, commonly known as the Net Operating
Loss (NOL) Program.
This program enables technology and life sciences businesses in New
Jersey to sell a percentage of their New Jersey net operating
losses and unused research and development (R&D) tax credits to
unrelated profitable corporations for cash. OPT takes part in the
NJEDA NOL program annually and this funding represents a
significant resource as the Company continues to make progress on
its previously announced path to profitability. In addition, the
receipt of this award demonstrates the potential value of the
Company's net operating losses and unused R&D tax credits and the
need to preserve these potentially valuable assets and thereby
preserve OPT's ability to participate in future value enhancing
monetization opportunities.
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- @www.oceanpowertechnologies.com -- provides
ocean data collection and reporting, marine power, offshore
communications, and Maritime Domain Awareness ("MDA") products and
consulting services. The Company offers its products and services
to a wide-range of customers, including those in government and
offshore energy, oil and gas, construction, wind power and other
industries. The Company is involved in the entire life cycle of
product development, from product design through manufacturing,
testing, deployment, maintenance and upgrades, working closely with
partners across its supply chain.
Ocean Power reported a net loss of $26.33 million for the fiscal
year ended April 30, 2023, a net loss of $18.87 million for fiscal
year ended April 30, 2022, a net loss of $14.76 million for the 12
months ended April 30, 2021, a net loss of $10.35 million for the
12 months ended April 30, 2020, and a net loss of $12.25 million
for the 12 months ended April 30, 2019.
OUTPUT SERVICES: S&P Assigns 'B-' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating on
billing and critical communications provider Output Services Group
Inc. (OSG). The outlook is stable.
S&P said, "We also assigned our 'B+' issue-level rating and '1'
recovery rating to its new $50 million super senior first-out term
loan due 2028. The '1' recovery rating reflects our expectation for
very high recovery (90%-100%, rounded estimate: 95%) in the event
of a default.
"Additionally, we assigned our 'B-' issue-level rating and '4'
recovery rating on the company's new $135 million second-out term
loan due 2028. The '4' recovery rating reflects our expectation for
average recovery (30%-50%, rounded estimate: 35%) in the event of
default.
"The stable outlook reflects our expectation for the company to
generate moderate levels of free operating cash flow (FOCF) under
its new capital structure and maintain adequate liquidity over the
next 12 months."
OSG emerged from its most recent Chapter 11 bankruptcy on November
30, 2023 with a reorganized capital structure. This substantially
reduced the company's debt load, as well as its cash interest
burden.
The 'B-' credit rating on OSG reflects its small scale, lack of
diversified product offerings, minimal digital footprint, and core
print offering that is in secular decline. In addition, the rating
reflects the company's high S&P Global Ratings-adjusted leverage
above 5x and the company's history of operational
underperformance.
OSG emerged from Chapter 11 bankruptcy in November 2023 with
significantly less debt. As a result of the reorganization, OSG
reduced its outstanding reported debt and preferred equity by
approximately 74% (to $200 million from $872 million) and its
interest burden by about 65%, resulting in pro forma S&P Global
Ratings-adjusted leverage improving to around 6x from well over 10x
for the 12 months ended June 30, 2023. The new capital structure,
which includes a $50 million revolving credit facility, will
provide OSG with crucial near-term financial flexibility, and the
reduced interest costs will help the company generate FOCF in 2024
and 2025 after FOCF deficits over the past 3 years.
Through the bankruptcy proceedings, the company also divested its
unprofitable European business and is no longer encumbered with its
respective pension liabilities. S&P expects the divestiture will
allow the company to focus on profitably growing its stronger
U.S.-based business, which has a more-diverse base of small and
middle-market customers across a variety of verticals, including
financial services, health care, consumer services, and real
estate.
The company faces considerable execution risk to deliver on its
strategy to grow EBITDA. OSG has endured numerous operational
missteps and significant executive turnover, undergoing two Chapter
11 bankruptcies over the past two years and shuffling through four
CEOs over the past four years and four CFOs over the past two
years. Customer churn increased over this time as the company too
often failed to meet client expectations. The new management team
has considerable industry experience and has enacted a plan to
profitably grow the business. While the company will benefit from
operating under a much lighter debt burden post-bankruptcy, ratings
upside will require the company to establish a track record of
executing on this growth strategy by growing its digital platform
and real estate business lines while improving the efficiency of
its traditional print and mail business as it faces secular
decline.
OSG has limited scale and a narrow product offering with
significant exposure to a declining print industry. OSG has a small
EBITDA base with only about $50 million of S&P Global
Ratings-adjusted EBITDA. Its closest rated peer, Empower Payments
Intermediate Holdings Inc. (Revspring; B-/Stable/--) has a larger
EBITDA base, higher EBITDA margins, and a more robust digital
footprint than OSG. S&P said, "We also believe the company competes
with established printers like Taylor Corp. (unrated). We expect
organic print-based billing and mailing volumes will decline at a
low-single-digit percent each year as the industry shifts toward
digital communication. In 2023, print-based revenue accounted for
about 85% of OSG's total pro forma revenue and all of its EBITDA."
Still, OSG has a relatively sticky customer base due to its
integration with clients and the length of time it would take to
change suppliers. OSG benefits from its focus on small and
middle-market companies like credit unions who likely do not have
the resources to manage the logistics and compliance associated
with insourcing billing and mail functions like larger enterprises.
The company has retained the majority of its clients through its
recent bankruptcies, and we believe it has maintained some degree
of pricing power. OSG typically has three-year contracts with its
clients that include price escalators, allowing the company to pass
on input cost increases associated with raw materials, postage, and
labor.
S&P said, "We believe the company's ability to cut costs and
execute on its digital and real estate growth strategy are
paramount for longer-term success. To mitigate the negative trends
in its traditional print communications business, OSG's new
management team is implementing strategic growth and efficiency
initiatives across the business. This includes the development and
growth of its OSG Connect digital platform and growth in its real
estate print and mail subsegment, where the company believes there
is a large untapped target market of homeowner associations (HOAs)
across its North American footprint.
"We believe a successful rollout of the OSG Connect platform will
help the company retain customers that are shifting to digital
communications. However, this platform generated negligible revenue
in 2023, and it carries a high cost as most of the company's
capital expenditure (capex) goes toward developing, implementing,
and maintaining it. We expect the company will have difficulty
rapidly growing this business line due to significant
competition."
Additionally, OSG is undergoing an IT platform transformation and
consolidation that will significantly improve operating efficiency.
The company cut over $15 million in costs during 2023 and has
identified additional cost savings opportunities over the next few
years. S&P expects these cost savings and a significant reduction
in one-time costs associated with the bankruptcy filings to result
in pro forma EBITDA margin improving toward 13%-14% in 2024 from
7%-8% in 2023.
OSG's financial policy could also limit ratings upside. While OSG
had a history of large, debt-financed acquisitions, its financial
policy is uncertain coming out of bankruptcy. The company is now
owned by its debtholders, which include private equity firms
Pemberton Asset Management, Bayside Capital, and Bridgepoint Group.
While S&P expects the company will focus on organic growth and
reestablishing its credibility with its customers over the next
year, it believes it could pursue debt-funded mergers and
acquisitions (M&A) in the future, which could keep leverage
elevated.
The stable outlook reflects S&P's expectation for the company to
generate moderate levels of FOCF under its new capital structure
and maintain adequate liquidity over the next 12 months.
PACKERS HOLDINGS: S&P Stays 'CCC' ICR on M&G Modifier Assessment
----------------------------------------------------------------
S&P Global Ratings retained its ratings on Packers Holdings LLC,
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 Packers. 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 our analysis.
S&P's M&G assessment of negative reflects material deficiencies in
the management and governance, notably oversight of risk
management. The company's practices were ineffective in
identifying, monitoring, and mitigating risks tied to its workforce
and child labor violations, a key liability for a service-oriented
business. The ensuing fallout from these child labor violations
caused reputational damage, customer attrition, regulatory fines,
and higher operating expenses, and has materially impaired
performance and clearly increased credit risk for Packers. The
company has initiated significant corrective measures in its
18-point plan to address these deficiencies. However, with only a
limited track record, the effectiveness of these actions in
mitigating future risks remains uncertain and is something that S&P
will continue to closely monitor.
All ratings on Packers Holdings LLC remain unchanged.
S&P said, "The negative outlook reflects our expectation that
Packers' operating performance will continue to be negatively
impacted by the fallout from its labor law violations, including
persistent revenue declines, weaker profitability, and limited free
operating cash flow (FOCF) generation after debt amortization
payments in 2023 and 2024; this heightens the risk of a liquidity
shortfall or a distressed debt restructuring that we deem
tantamount to a default under our criteria."
PAD SILVERTHORNE: Committee Taps Allen Vellone as Legal Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of The Pad
Silverthorne, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Allen Vellone Wolf Helfrich &
Factor P.C. as its counsel.
The Committee desires to hire and continue the uninterrupted
employment of the Firm to handle representation of the Committee in
navigating this bankruptcy process and advising the Committee of
its rights, duties and responsibilities as a Chapter 11 debtor.
The firm will be paid at these rates:
Katharine S. Sender $375 per hour
(or equivalent associate)
Jeffrey A. Weinman $625 per hour
Legal Assistants/Paralegals $120 - $235 per hour
Katharine Sender, Esq., formerly of Cohen & Cohen, P.C. who joined
the law firm of Allen Vellone Wolf Helfrich & Factor P.C, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Katharine Sender, Esq.
ALLEN VELLONE WOLF HELFRICH & FACTOR P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Telephone: (303) 534-4499
Facsimile: (303) 893-8332
About The Pad Silverthorne, LLC
The Pad Silverthorne, LLC owns an improved real property located at
491 Rainbow Drive, Silverthorne, Colo., valued at $20.25 million.
Pad Silverthorne filed Chapter 11 petition (Bankr. D. Colo. Case
No. 23-14516) on Oct. 4, 2023, with $21,085,885 in assets and
$16,652,147 in liabilities. Robert Baer, manager, signed the
petition.
Judge Joseph G. Rosania Jr. oversees the case.
Kutner Brinen Dickey Riley, PC serves as the Debtor's legal
counsel.
PECF USS: S&P Stays 'CCC' ICR on New M&G Modifier Assessment
------------------------------------------------------------
S&P Global Ratings retained its ratings on PECF USS Intermediate
Holding III Corp., including its 'CCC' issuer credit rating,
following the assignment of the new M&G assessment.
S&P said, "S&P Global Ratings assigned a new M&G modifier
assessment of negative to PECF. The action follows the revision to
our criteria for evaluating the credit risks presented by an
entity's M&G 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 our analysis.
"Our M&G assessment of negative reflects material deficiencies in
the M&G that clearly increase credit risk for PECF. This reflects
the company's ownership by a financial sponsor as well as the
relative lack of managerial continuity in top leadership positions
following the unexpected departures of its CEO, CFO, and COO last
year. Key senior management is still relatively new to the
company."
All other ratings on PECF remain unchanged.
The negative outlook reflects the more challenging macroeconomic
backdrop, high interest rates, and significant cost inflation that
weakened PECF's credit measures in 2023. Specifically, the
company's S&P Global Ratings-adjusted debt to EBITDA increased to
over 12x for the last-12-month period ended Sept. 30, 2023, and S&P
believes its weighted-average debt leverage will remain above 11x.
S&P said, "We expect the company's volumes will be lower in 2023
and its S&P Global Ratings-adjusted EBITDA will drop given ongoing
inflationary cost pressures. We expect it will remain focused on
preserving its liquidity position.
"We believe the springing covenants on the company's asset-based
lending facility and cash flow revolver could potentially be
triggered over the next year. Absent any unforeseen material
declines in earnings, we expect PECF to remain in compliance with
both covenants. We also expect it will not pursue any debt buybacks
that we would view as distressed exchanges and note it does not
face material upcoming debt maturities, which are key factors
underpinning the rating."
S&P could lower its ratings on PECF in the next year if:
-- Its earnings deteriorate beyond our expectations due to weak
end-market demand in its core residential and nonresidential
construction end markets, or it cannot increase prices to offset
its higher costs;
-- Its EBITDA margins decline modestly compared with our base-case
assumptions;
-- The company undertakes a transaction that we view as a
distressed exchange;
-- It skips an interest payment;
-- Its liquidity weakens due to persistent negative free cash flow
generation, challenging its covenant compliance; or
-- It completes a larger-than-expected debt-funded acquisition or
a large dividend recapitalization.
If some of these scenarios to occur, S&P believes its debt to
EBITDA would consistently remain at 10x or above.
While unlikely, S&P could take a positive rating action on PECF in
the next year if:
-- Its volumes and pricing are stronger than we project such that
its revenue increases over 10% and its EBITDA margins rise over 450
basis points relative to our base-case assumption. Under such a
scenario, S&P believes its weighted-average debt to EBITDA would
approach 8x;
-- The company generates moderately positive free cash flow, which
it uses to reduce its debt;
-- The company's stronger free cash flow or an infusion of equity
allows it to improve its liquidity position; and
-- S&P believes the company's financial policies support
maintaining its improved leverage levels even after incorporating
potential acquisitions and shareholder rewards.
PLOURDE SAND: Seeks to Hire Greenridge Financial as Accountant
--------------------------------------------------------------
Plourde Sand & Gravel Co., Inc. seeks approval from the U.S.
Bankruptcy Court for the District of New Hampshire to employ
Greenridge Financial Services, LLC, as accountant.
The firm will provide these services:
a. prepare tax returns for the Debtor for the years ended
March 31, 2021, 2022, and 2023 as well as the return for March 31,
2024; and
b. handle any matters with the Internal Revenue Service and the
State of New Hampshire on behalf of the Debtor; and
c. perform all other accounting and income tax preparation
services for Debtor as Debtor-in-Possession, which may be necessary
herein.
The firm will be paid at the rate of $310 per hour, and a retainer
in the amount of $11,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Elisa Sartori, a partner at Greenridge Financial, 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:
Elisa M. Sartori
Greenridge Financial Services LLC
400 Trade Center, Suite 5900
Woburn, MA 01801
Tel: (781) 569-5069 / (617) 872-9671
Email: esartori@greenridgeservices.com
About Plourde Sand & Gravel Co., Inc.
Plourde Sand & Gravel Co., Inc. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10015) on
January 9, 2024. In the petition signed by Daniel O. Plourde, sole
shareholder and vice president, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Bruce A. Harwood oversees the case.
Eleanor Wm. Dahar, Esq., at VICTOR W. DAHAR PROFESSIONAL
ASSOCIATION, represents the Debtor as legal counsel.
PROFESSIONAL PROCESS: Court OKs Cash Collateral Access Thru Feb 28
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division authorized Professional Process Piping, LLC to use cash
collateral on an interim basis, in accordance with the budget, with
a 15% variance, through February 28, 2024.
The Creditors that may assert a security interest in the Debtor's
cash collateral are: (i)Byzfunder NY LLC, (ii) Cohn & Gregory,
(iii) DLP Funding, LLC, (iv) Headway Capital, LLC, (v) JRG Funding
LLC, (vi) Star Capital Group, L.P., (vii) United First, LLC, and
(viii) Corporation Service Company, as representative.
As adequate protection, the Creditors are granted as of the
Petition Date and re-granted thereafter replacement liens on any
cash collateral acquired by the Debtor after the Petition Date to
the same extent, validity and priority as any of their liens or
security interests that attached to cash collateral as of the
Petition Date.
To the extent the adequate protection provided is found to be
insufficient, the Creditors will be entitled to assert a priority
claim for any such deficiency under 11 U.S.C. Section 507(b).
A further hearing on the matter is set for February 22, 2024 at
9:30 a.m.
A copy of the court's order is available at
https://urlcurt.com/u?l=hncQUK from PacerMonitor.com.
About Professional Process Piping LLC
Professional Process Piping LLC is a contractor in Spring Hill,
Florida. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00114) on January 10,
2024. In the petition signed by Jennifer A. Meissner, manager, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Roberta A. Colton oversees the case.
Kathleen L. DiSanto, Esq., at Bush Ross, PA, represents the Debtor
as legal counsel.
PROTERRA INC: Court OKs Disclosure Statement, Solicitation Process
------------------------------------------------------------------
Proterra Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on January 25, 2024, the
Company and its affiliate, Proterra Operating Company, Inc., filed
with the U.S. Bankruptcy Court for the District of Delaware a
solicitation version of the proposed Third Amended Joint Chapter 11
Plan of Reorganization dated as of January 25, 2024, and a
solicitation version of a related disclosure statement.
As previously disclosed, (i) on December 17, 2023, the Debtors
filed the Joint Chapter 11 Plan of Reorganization for Proterra Inc
and its Debtor Affiliate and a related proposed form of disclosure
statement with the Bankruptcy Court, (ii) on January 2, 2024, the
Debtors filed the First Amended Joint Chapter 11 Plan of
Reorganization for Proterra Inc and its Debtor Affiliate and a
related, amended proposed form of disclosure statement with the
Bankruptcy Court, (iii) on January 15, 2024, the Debtors filed the
Second Amended Joint Chapter 11 Plan of Reorganization for Proterra
Inc and its Debtor Affiliate and a related, amended proposed form
of disclosure statement with the Bankruptcy Court and (iv) on
January 22, 2024, the Debtors filed the Third Amended Joint Chapter
11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate
and a related, amended proposed form of disclosure statement with
the Bankruptcy Court.
The Proposed Plan and the related Disclosure Statement describe,
among other things, the terms of the Proposed Plan; the events
leading up to the Chapter 11 Cases; certain events that have
occurred or are anticipated to occur during the Chapter 11 Cases,
including the ongoing solicitation of votes to approve the Proposed
Plan from certain of the Debtors' creditors. The terms of the
Proposed Plan continue to provide that holders of the Company's
common stock will not receive any recovery on account of those
shares following the conclusion of the Chapter 11 Cases.
Accordingly, on January 25, 2024, the Bankruptcy Court entered an
order approving the Disclosure Statement and the Solicitation and
Voting Procedures.
Now the Debtors can commence solicitation of votes from their
creditors for approval of the Proposed Plan. Consummation of the
Proposed Plan remains subject to Bankruptcy Court approval and
satisfaction of other conditions. The Debtors' proposed
confirmation timeline, which is subject to change by the Bankruptcy
Court, currently contemplates that a hearing to consider
confirmation of the Proposed Plan will begin on March 5, 2024.
Although the Debtors intend to pursue the objectives and the terms
set forth in the Proposed Plan and the Disclosure Statement, there
can be no assurance that the Proposed Plan will be approved by the
Bankruptcy Court or that the Debtors will be successful in
consummating the transactions set forth in the Proposed Plan or any
similar transaction, on different terms or at all. This Form 8-K
does not constitute a solicitation of votes to accept or reject the
Proposed Plan. Any such solicitation will be made pursuant to and
in accordance with the Solicitation and Voting Procedures approved
by the Bankruptcy Court and applicable law, including orders of the
Bankruptcy Court.
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 its
chief executive officer, Gareth T. Joyce, Proterra Inc. reported
total assets of $818,773,679 and total debt of $609,498,207 as of
June 30, 2023.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, as legal counsels; 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.
PUERTO RICO: Dechert LLP Updates List of PREPA Bondholders
----------------------------------------------------------
The law firm of Dechert LLP filed a third verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of Puerto Rico Electric
Power Authority ("PREPA"), the firm represents PREPA Ad Hoc Group.
Dechert notes that it does not represent the PREPA Ad Hoc Group as
a committee (as such term is used in the Bankruptcy Code and
Bankruptcy Rules) and does not undertake to, and does not,
represent the interest of, and is not a fiduciary for, any
creditor, party in interests, or entity other than the PREPA Ad Hoc
Group and Invesco.
Dechert has been advised by the Members of the PREPA Ad Hoc Group
that its Members either hold, or manage funds and/or accounts that
hold, collectively, approximately $2.3 billion in aggregate
principal amount of uninsured Bonds, in addition to approximately
$474 million in aggregate principal amount of insured Bonds.
The members of the PREPA Ad Hoc Group and their bond holdings in
PREPA are:
Member Uninsured Bonds Insured Bonds
------- --------------- -------------
AllianceBernstein L.P. $173,735,000 $58,225,000
1345 Avenue of
the Americas,
New York, NY 10105
Aristeia Capital, L.L.C. $74,090,000 $0
One Greenwich
Plaza, Suite 300,
Greenwich, CT
06830
BNY Mellon Funds Trust $14,500,000 $0
201 Washington
Street, 8th Floor,
Boston, MA 02108
Capital Research and Management Co. $68,845,000 $50,445,000
333 South Hope Street, 54th Floor
Los Angeles, CA 90404
Columbia Management Investment
Advisers, LLC $65,675,000 $0
290 Congress Street,
Boston, MA 02210
Delaware Management Company
a series of Macquarie
Investment Management
Business Trust $161,190,000 $0
610 Market Street,
Philadelphia PA
19106
Ellington Management Group, L.L.C. $33,595,000 $0
711 Third Avenue,
New York, NY 10017
Goldman Sachs Asset Management LP $248,816,000 $137,417,000
200 West Street,
New York, NY 10282
Invesco Advisers, Inc. $436,926,000 $142,325,000
225 Liberty Street
New York, NY 10281
MacKay Shields LLC $558,550,000 $28,595,000
1345 Avenue of the Americas
New York, NY 10105
Massachusetts Financial
Services Company $207,140,000 $52,420,000
111 Huntington
Avenue, Boston, MA 02199
RUSSELL INVESTMENT COMPANY $21,665,000 $3,965,000
1301 Second Avenue, 18th Floor
Seattle, WA 98101
SIG Structured Products, LLC $71,525,000 $0
401 E. City Avenue, Suite 220
Bala Cynwyd, PA 19004
T. Rowe Price $150,120,000 $885,000
100 E. Pratt Street, BA 0754
Baltimore, MD 21202
Tower Bay Asset Management LP $18,035,000 $0
700 Canal Street, Ste 12E
Stamford, CT 06902
PREPA Ad Hoc Group is represented by:
MONSERRATE SIMONET & GIERBOLINI, LLC
Dora L. Monserrate-Peñagarícano, Esq.
Fernando J. Gierbolini-González, Esq.
Richard J. Schell, Esq.
101 San Patricio Ave., Suite 1120
Guaynabo, PR 00968
Phone: (787) 620-5300
Facsimile: (787) 620-5305
Email: dmonserrate@msglawpr.com
fgierbolini@msglawpr.com
rschell@msglawpr.com
- and -
DECHERT LLP
G. Eric Brunstad Jr., Esq.
Stephen D. Zide, Esq.
David A. Herman, Esq.
1095 Avenue of the Americas
New York, NY 10036
Phone: (212) 698-3500
Facsimile: (212) 698-3599
Email: eric.brunstad@dechert.com
stephen.zide@dechert.com
david.herman@dechert.com
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States. The chief of state is the President of the
United States of America. The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats. The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son
of former governor Pedro Rossello.
In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.
The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii)
David A. Skeel Jr.
On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's
PROMESA petition is available at http://bankrupt.com/misc/17
01578-00001.pdf
On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599). Joint administration has been sought for the Title
III cases.
On May 21, 2017, two more agencies -- Employees Retirement System
of the Government of the Commonwealth of Puerto Rico and Puerto
Rico Highways and Transportation Authority (Case Nos. 17-01685 and
17-01686) -- commenced Title III cases.
U.S. Chief Justice John Roberts named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains the case Web site
https://cases.primeclerk.com/puertorico
Jones Day is serving as counsel to certain ERS bondholders.
Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.
RESTORATION FOREST: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Restoration Forest Products Group, LLC
14005 Old Rte 66
Bellemont, AZ 86015
Business Description: The Debtors, initially founded in 2008, are
sustainable forestry and wood products
manufacturing company. By operating as a
vertically-integrated wood processer with
in-house harvesting, manufacturing, and
distribution capabilities, the Debtors work
to thin and restore the forests of Northern
Arizona. The Debtors have extensive
manufacturing capabilities that enable them
to process the logs and forest residuals
into a diverse product portfolio of value-
added wood products such as, lumber,
engineered wood products, and sawmill and
forest residuals. Additionally, the Debtors
work actively with the U.S. Forest Service
and Four Forest Restoration Initiative to
implement sustainable forestry practices,
mitigate the risk of catastrophic wildfires,
and improve forest health.
Chapter 11 Petition Date: January 29, 2024
Court: United States Bankruptcy Court
District of Delaware
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Restoration Forest Products Group, LLC (Lead Case) 24-10120
Just Right, LLC 24-10121
Good Earth Power, AZ, LLC 24-10122
Restoration Forest Products, LLC 24-10123
Debtors' Counsel: M. Blake Cleary, Esq.
Brett M. Haywood, Esq.
Gregory J. Flasser, Esq.
Katelin A. Morales, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, Delaware 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: bcleary@potteranderson.com
bhaywood@potteranderson.com
gflasser@potteranderson.com
kmorales@potteranderson.com
Debtors'
Investment
Banker: INTREPID INVESTMENT BANKERS LLC
Debtors'
Restructuring &
Management
Services
Provider: RIVERON MANAGEMENT SERVICES, LLC
Debtors'
Claims,
Noticing,
and Solicitation
Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Lead Debtor's
Estimated Assets: $100 million to $500 million
Lead Debtor's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Kenneth Latz as chief restructuring
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/HYQL7FA/Restoration_Forest_Products_LLC__debke-24-10123__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. First Insurance Funding Insurance $716,962
PO Box 7000,
Carol Stream, IL 60197-700
2. Parallel One Enterprises Ltd Trade Debt $574,272
1818 Brownmiller Rd,
Quesnel, BC, V2J 0C5
3. BEP Engineering Services Ltd Trade Debt $567,445
Unit A-5454 192nd St,
Surrey, BC, V3S 8E5
4. South 49 Construction Inc. Trade Debt $496,229
215 East Bay St. #203-
C, Charleston, SC, 29401
5. Duz Cho Logging Trade Debt $462,340
Box 2408, 5360 Ritchie
Road, MacKenzie, BC,
V0J 2CO
6. Melvin Melton Services, Trade Debt $257,430
Inc./ MMSI
PO Box 988,
Springerville, AZ, 85938
7. Versatile Fab & Machine Ltd Trade Debt $238,519
311 Tilley Road,
Kelowna, BC, V4V2K5
8. Varilease Finance, Inc. Leases $238,149
Dept #1087 P.O. Box 29338,
Phoenix, AZ 85038-9338
9. Armstrong Industrial LLC Trade Debt $231,034
61785 Harmony Lane,
Bendo, OR, 97702
10. Wood Mizer Sawmilling Trade Debt $216,305
Solutions
8180 West 10th St,
Indianapolis, IN 46214
11. Outlaw Industrial Painting Trade Debt $216,098
& Pressure
105 Valley View Dr,
Kallspell, MT, 59901
12. KTC Engineering Trade Debt $195,958
Suite 218-12877 76th
Avenue, Surrey, BC,
V3W 1E6
13. United Rentals North Leases $192,569
America
P.O. Box 051122,
Los Angeles, CA, 90074-1122
14. Coconino County Arizona Property $178,142
110 E Cherry Avenue, Taxes
Flagstaff, AZ, 86001-4627
15. Laron LLC Trade Debt $144,450
Dept 9060, Salt Lake
City, UT, 84130-0846
16. LD & B, LLC Trade Debt $131,975
Jacob Letner, PO Box
269, Show Low, AZ, 85902
17. Alliance Funding Group Leases $100,189
14614 N Kierland Blvd #
N 100,
Scottsdale, AZ 85254
18. Froedge Machine & Supply Trade Debt $84,313
Co.,Inc
317 Radio Station Rd,
Tompkinsville, KY, 42167
19. Yavapai Steel Trade Debt $77,238
P.O. BOX 431133,
Houston, TX, 77243
20. Specialty Machine Works Ltd Trade Debt $64,969
178 Green Mountain
Road, Penticton, BC,
V2A 0K1
21. Sunstate Equipment Co, Trade Debt $58,936
LLC
PO Box 208439, Dallas,
TX, 75320-8439
22. Carbotech International Trade Debt $40,285
2250 St-Jean Street,
Plessisville, QC, G6L 2Y4
23. The French Agency Trade Debt $35,219
9630 E. Celtic Drive,
Scottsdale, AZ, 85260
24. Page Steel Trade Debt $32,192
2040 Industrial Dr,
PO Box 1687,
Page, AZ 86040
25. Bianchi Brandt Gov't Professional $30,000
Affairs Services
6730 N. Scottsdale Road,
Suite #100,
Scottsdale, AZ 85253
26. The Kostelic Agency Professional $27,500
Brandon Kostelic, 16717 Services
Auburn Road,
Chagrin Falls, OH 44023
27. NYLE Systems Trade Debt $22,477
12 Stevens Road,
Brewer, ME 04412
28. Quality Fuels, Inc. Trade Debt $22,368
PO Box 1174,
Herber, AZ 85928
29. Signode Canada ULC Trade Debt $19,200
16 Cleve Court, Halton
Hills, ON, L7G 0L7,
Canada
30. Leidos Engineering, LLC Trade Debt $18,571
1750 Presidents St,
Reston, VA 20190
RICE OIL: Seeks to Hire Steel & Company as Bankruptcy Counsel
-------------------------------------------------------------
Rice Oil Company, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire Steel & Company Law Firm
as its counsel.
The Debtor requires legal counsel to:
(a) monitor the Debtor's Chapter 11 case;
(b) advise the Debtor of its obligations and duties;
(c) execute the Debtor's decisions by filing with the court
motions, objections, and other relevant documents;
(d) appear before the court;
(e) assist the Debtor in the administration of the Chapter 11
case; and
(f) take such other actions as are necessary to protect the
rights of the Debtor's estate.
The hourly rates of the firm's counsel and staff are as follows:
Attorney - Principal $375
Attorney - Associate $150
Paralegals $50
Law Clerks $25
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the Debtor's principal provided the
firm with a retainer in the aggregate amount of approximately
$10,000.
Michael Steel, Esq., an attorney at Steel & Company Law Firm,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael A. Steel, Esq.
STEEL & COMPANY LAW FIRM
2950 West Market Street, Suite G
Fairlawn, OH 44333
Telephone: (330) 223-5050
Email: msteel@steelcolaw.com
About Rice Oil Company
Rice Oil Company, LLC, doing business as Rice Oil & Environmental,
offers products and services that span the following: oils and
lubricants delivery; used oil and oily water collection; and vacuum
cleaning services for oil-water separators.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-50084) on January 22,
2024, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. David K. Charlton, president, signed the
petition.
Judge Alan M. Koschik oversees the case.
Michael A. Steel, Esq., represents the Debtor as legal counsel.
RISKON INTERNATIONAL: Arena Entities Report 9.2% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Arena Investors, LP, Arena Investors GP, LLC, and Arena
Business Solutions Global SPC II, Ltd., on behalf of and for the
account of Segregated Portfolio #3 – SPC #3 reported that as of
Jan. 18, 2024, they beneficially owned 3,000,000 shares of common
stock of RiskOn International, Inc., representing 9.2% of the
Shares outstanding.
The percentage beneficial ownership of each Reporting Person is
based on 32,627,248 shares of Common Stock outstanding as of Jan.
18, 2024, as obtained by the Reporting Persons directly from the
Issuer. A full-text copy of the regulatory filing is available for
free at:
https://www.sec.gov/Archives/edgar/data/1437491/000110465924006694/tm244159d1_sc13g.htm
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 period ended Sept. 30, 2023, RiskOn
disclosed $1,554 in cash and cash equivalents as of September 30,
2023. 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, raising
substantial doubt about its ability to continue as a going concern.
RISKON INTERNATIONAL: Todd Ault Appointed Chairman and CEO
----------------------------------------------------------
RiskOn International, Inc. announced that Randy May, chairman and
chief executive officer, and Jay Puchir, chief financial officer,
submitted their resignations, which took effect at the close of
business on Monday, Jan. 29, 2024. Todd Ault, vice chairman of the
Company, has been unanimously appointed by the Company's Board of
Directors as chairman and chief executive officer, and Kayson
Pulsipher has been unanimously appointed as chief financial
officer.
According to the Company, neither Mr. May's or Mr. Puchir's
resignation was the result of any disagreement with the Company, or
its management on any matter relating to the Company's operations,
policies or practices. The Company thanks Messrs. May and Puchir
for their contributions.
"I'd like to thank both Randy and JP for their work with the
Company not only during this transition period but throughout their
tenure with the Company. I am thrilled to be stepping into the
role as the Company's Chairman & CEO and am extremely optimistic
about the future of the Company," stated Todd Ault, currently the
Vice Chairman of RiskOn. "RiskOn is building an innovative
Artificial Intelligence product and service offering, along with
its Metaverse Social gaming platform powered by Meetkai. My team
and I are committed to continuing to execute on our growth plans
for the Company."
Additionally, the Company has concluded that, for regulatory
reasons, it will be unable to effect the distribution of its shares
of White River common stock as contemplated by the press releases
issued by the Company on each of Sept. 11, 2022 and Sept. 30, 2022
and described in greater detail in the registration statement on
Form S-1 (File No. 333-268707) filed by White River. In an effort
to attempt to fulfill its original intent to transfer shares to
beneficial and registered shareholders as of Sept. 30, 2022, the
intended record date for the distribution described in the
Registration statement, the Company will send each such Holder an
agreement whereby qualified Holders can (i) demonstrate to the
Company's satisfaction that he/she/it in fact was a beneficial
holder of the Company's common or preferred stock as of Sept. 30
2022 and (ii) affirm that such Holder is an "accredited investor"
as that term is defined in Rule 501 of the Securities Act of 1933,
as amended.
Jay Puchir, the Company's departing CFO, has agreed to transition
to a limited scope officer role to help facilitate the validation
and transfer of WTRV Shares. Any beneficial holder who can provide
evidence of share ownership as of Sept. 30, 2022 and qualifies as
an accredited investor is encouraged to contact the Company at
WTRV@Riskonint.com to request additional information about
obtaining potential WTRV Shares. All Distributable Shares will be
"restricted securities" as such term is defined in Rule 144 of the
Securities Act.
About RiskOn International
Founded in 2011, the Company owns 100% of BitNile.com, Inc.,
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. RiskOn
recently formed GuyCare to open specialized men's healthcare
clinics. In addition, the Company also owns approximately 66% of
Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and
approximately 70% of White River (OTCQB: WTRV) directly.
RiskOn reported a net loss of $87.36 million for the year ended
March 31, 2023, compared to a net loss of $10.55 million 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.
As of Sept. 30, 2023, the Company had $1,554 in cash and cash
equivalents. 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
the Company needs to raise capital to support its operations,
raising substantial doubt about its ability to continue as a going
concern.
RWDY INC: Seeks to Hire James, Hardy and Haley, CPAs as Accountant
------------------------------------------------------------------
RWDY, Inc. received approval from the U.S. Bankruptcy Court for the
Western District of Louisiana to employ James, Hardy and Haley,
CPAs as its accountant.
The professional services which the accountant are expected to
provide include
-- auditing services, including the preparation of, examination
of, and corrections to, Debtor's financial statements and other
accounting statements;
-- providing assistance in preparation of monthly accountings to
the Bankruptcy Court;
-- providing assistance in preparation of cash flow forecast;
-- providing assistance in preparation of a plan or plans of
reorganization;
-- preparing tax returns and/or amended tax returns; and
-- providing all other accounting services that the
Debtor-in-Possession may require.
The firm will be paid at these rates:
Phillip R. Haley, Jr., Partners $250 per hour
Justin Vinz, Directors $195 per hour
Managers $165 per hour
Accounting Staff $125 per hour
Phillip R. Haley, Jr., partner of James, Hardy and Haley, CPAs,
assured the court that his firm is a "disinterested person" within
the meaning of Secs. 101, 327 and 328(b) of the United States
Bankruptcy Code.
The firm can be reached through:
Phillip R. Haley, Jr.
James, Hardy and Haley, CPAs
401 Market Street, Suite 800
Shreveport, LA 71101
Phone: (318) 226-1040
About RWDY Inc.
RWDY Inc. -- https://www.rwdyinc.com/ -- is an oil and energy
company based out of 1302 Dekort St, Copperas Cove, Texas.
RWDY filed a petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 22-11308) on Dec. 21, 2022, with $10
million to $50 million in both assets and liabilities. Mark Allen,
manager, signed the petition.
Judge John S. Hodge oversees the case.
The Debtor tapped Robert W. Raley, Esq., at Ayres, Shelton,
Williams, Benson & Paine, LLC as legal counsel; Leland G. Horton,
Esq., at Bradley Murchison Kelly & Shea LLC as special counsel; and
Postlethwaite & Netterville, APAC as accountant.
SHORT FORK: Hires Williams Pitts & Beard PLLC as Accountant
-----------------------------------------------------------
Short Fork Farms, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Mississipi to employ Williams, Pitts &
Beard, PLLC as accountant.
The firm will provide these services:
a. assume responsibility for the filing of necessary tax
returns;
b. prepare financial statements in accordance with the tax
basis of accounting and apply accounting and financial reporting
expertise to assist the Debtor in the presentation of financial
statements; and
c. provide other general accountant services as the Debtor may
require from time-to-time.
The firm will be paid at the rates of $135 to 350 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Roxie Norris, Esq., a partner at Williams, Pitts & Beard, 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:
Roxie Norris, Esq.
Williams, Pitts & Beard, PLLC
2042 Mcingvale, Suite A,
Hernando, MS 38632
Tel: (662) 429-4436
Fax: (662) 429-4438
Email: dstaley@wpbcpa.net
About Short Fork Farms LLC
Short Fork Farms LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-13661) on November
30, 2023. In the petition signed by Guy Hendrix, member the Debtor
disclosed up to $50,000 in both assets and liabilities.
Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC,
represents the Debtor as legal counsel.
SIENTRA INC: Agrees With Lender to Extend Waiver Period to Feb. 11
------------------------------------------------------------------
Sientra, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Jan. 28, 2024, it entered into that
certain Amendment No. 2 to Temporary Waiver and Exchange Agreement
and Temporary Amendment to Facility Agreement, which further
amended that certain Temporary Waiver and Exchange Agreement, dated
as of Oct. 30, 2023, by and among the Company, as borrower, certain
of the Company's subsidiaries from time to time party thereto, as
guarantors, and Deerfield Partners, L.P., as agent and lender, in
connection with that certain Amended and Restated Facility
Agreement, dated as of Oct. 12, 2022 (as so amended and restated)
by and among the Company, as borrower, certain of the Company's
subsidiaries from time to time party thereto, as guarantors, and
Deerfield.
The New Temporary Waiver Amendment (i) extends, subject to certain
conditions as set forth in the Original Temporary Waiver, the
previous waiver period included in the Previous Temporary Waiver
Amendment, which spanned from Oct. 30, 2023 to Jan. 28, 2024, to
Feb. 11, 2024 and (ii) provides that, solely during the Amended
Waiver Period, the minimum cash balance covenant contained in
Section 6.10(b) of the Facility Agreement is temporarily reduced
from $8,000,000 to $5,000,000.
About Sientra
Headquartered in Irvine, California, Sientra, Inc. --
www.sientra.com -- is a medical aesthetics company uniquely focused
on becoming the leader of transformative treatments and
technologies focused on progressing the art of plastic surgery.
The Company was founded to provide greater choices to board
certified plastic surgeons and patients in need of medical
aesthetics products. The Company has developed a broad portfolio
of products with technologically differentiated characteristics,
supported by independent laboratory testing and strong clinical
trial outcomes.
Los Angeles, California-based KPMG LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company's recurring losses from
operations, insufficient cash flows generated from operations, and
need to obtain additional capital raise substantial doubt about its
ability to continue as a going concern.
SMILEDIRECTCLUB: Asks Court Okay for Chapter 11 Wind-Down Plan
--------------------------------------------------------------
Clara Geoghegan of Law360 reports that defunct teledentistry firm
SmileDirectClub urged a Houston bankruptcy judge Thursday, January
18, 2024, to greenlight the company's bid to wind down its
insolvency through the ongoing Chapter 11 process, rather than
Chapter 7, despite calls from creditors and the U.S. Trustee's
Office to convert the case and liquidate the business.
About SmileDirectClub Inc.
SmileDirectClub, Inc. (Nasdaq: SDC) --
http://www.SmileDirectClub.com/-- is an oral care company and
creator of the first medtech platform for teeth straightening.
Through its cutting-edge telehealth technology and vertically
integrated model, SmileDirectClub is revolutionizing the oral care
industry. Its mission is to democratize access to a smile each and
every person loves by making it affordable and convenient for
everyone. SmileDirectClub is headquartered in Nashville,
Tennessee.
SmileDirectClub and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90786) on Sept. 29, 2023. In the petition signed by its chief
financial officer, Troy Crawford, SmileDirectClub disclosed
$498,712,000 in assets and $1,051,823,000 in liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International, LLP as general bankruptcy counsel; Jackson Walker,
LLP, as local bankruptcy counsel; Centerview Partners, LLC as
financial advisor and investment banker; FTI Consulting, Inc., as
restructuring advisor; and Kroll Restructuring Administration, LLC,
as notice and claims agent.
SNOWSHOE MILLOWRKS: Hires Shatz Schwartz and Fentin as Counsel
--------------------------------------------------------------
Snowshoe Millowrks, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Shatz, Schwartz
and Fentin, P.C. as Counsel.
The firm will provide these services:
a. undertake appropriate legal action for sale of assets of
the estate and to commence any and all legal actions required in
connections therewith;
b. prepare and execute all legal instruments required to
effect sales of certain estate assets as may be allowed by this
Court;
c. undertake legal actions as may be required to determine the
perfections of or priority of secured claims in and to the assets
or proceeds of the Debtor's property;
d. undertake legal action to investigate and recover voidable
preferences and fraudulent conveyances as may come to the attention
of the Trustee;
e. review the validity and priority of claims filed against
property of the estate and if appropriate, to object to claims;
f. take legal action as may be required to recover transfers
which may have been made by the Debtor in derogation of the
Bankruptcy Code;
g. commence legal action to collect outstanding accounts
receivable as may be required;
h. conduct examinations of the Debtor (or its officers and
employees), and various witnesses as to the actions, conduct and
property of the Debtor;
i. prepare numerous applications for the Trustee to hire
professionals and to seek allowance of compensation of such
professionals;
j. object to the Debtor(s)'s discharge(s) if appropriate;
k. undertake, without limitation, other actions otherwise
required of counsel, upon matters which may hereinafter become
known to your application in the usual course of the administration
of this estate.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Steven Weiss, a partner at Shatz, Schwartz and Fentin, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Steven Weiss, Esq.
SHAHTZ, SCHWARTS AND FENTIN, P.C.
1441 Main Street, Suite 1100
Springfield, MA 01103
Telephone: (413) 737-1131
About Snowshoe Millowrks, LLC
Snowshoe Milworks, LLC, is a Massachusetts limited liability
company formed in 2018.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 23-10887) on June 5,
2023, with $1 million to $10 million in both assets and
liabilities. Sheila Coffin Harshman, sole manager and member,
signed the petition.
Judge Janet E. Bostwick oversees the case.
The Debtor tapped Adam Ruttenberg, Esq., at Beacon Law Group, LLC,
as bankruptcy counsel and Cheryl L. Dukeman, Esq., at Coast to
Coast Closings as special counsel.
SPARTAN GROUP: Seeks to Hire Andrews Myers as Construction Counsel
------------------------------------------------------------------
Spartan Group Holdings, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Eastern District of Texas to
employ Andrews Myers, P.C. as its special construction counsel.
Andrews Myers's scope of work will involve assisting the Debtors
with construction-law issues such as M&M lien noticing and
perfection, construction trust fund claims and dispute resolution,
collection of accounts receivable including as it relates to change
orders and retainage, and construction litigation.
The firm will bill these hourly rates:
Shareholder $345 - $700
Senior Counsel/Of Counsel $335 - $475
Senior Associate/Associate $275 - $350
Paralegals/E-Discovery $150 - $225
William Westcott, Esq., a shareholder of Andrews Myers, disclosed
in court filings that the firm does not represent any interest
adverse to the Debtors and their estates, creditors, equity holders
and affiliates, and is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
William B. "Ben" Westcott, Esq.
ANDREW MYERS, P.C.
1885 Saint James Place, 15th Floor
Houston, TX 77056
Tel: (713) 850-4200
Fax: (832) 786-4877
Email: bwestcott@andrewsmyers.com
About Spartan Group Holdings
Spartan Group is a family of companies that provide dependable
turnkey engineering, construction, and supply chain service
solutions.
Spartan Group Holdings, LLC and its affiliates filed their
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tex. Lead Case No. 23-42384) on Dec. 13, 2023.
The petitions were signed by Adrian J. Cano as chief executive
officer. At the time of filing, Spartan estimated $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.
Judge Brenda T. Rhoades presides over the case.
Davor Rukavina, Esq. at MUNSCH HARDT KOPF & HARR, P.C. represents
the Debtor as counsel.
SPIRIT AIRLINES: Adjusts Warrants, Notes for JetBlue Merger
-----------------------------------------------------------
Spirit Airlines, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on January 12, 2024,
JetBlue Airways Corporation announced that it will pay $0.10 in
cash per outstanding share of Common Stock on January 31, 2024 to
Spirit's stockholders of record on January 25, 2024 as a prepayment
of merger consideration, pursuant to the terms of that certain
Agreement and Plan of Merger, dated as of July 28, 2022, by and
among Spirit, JetBlue and Sundown Acquisition Corp. Accordingly, on
January 24, 2024, Spirit announced an adjustment to the exercise
prices and warrant shares of the Warrants.
As previously disclosed, on April 20, 2020, January 15, 2021 and
April 29, 2021, respectively, Spirit entered into the Warrant
Agreements (as supplemented by the Warrants to Purchase Common
Stock issued pursuant thereto, the "Warrant Agreements") with the
United States Department of the Treasury, concerning the issuance
by Spirit to Treasury of warrants to purchase shares of Spirit's
common stock, par value $0.0001, in accordance with the terms of
the respective Warrant Agreements pursuant to the PSP1 program,
PSP2 program and PSP3 program (together with the PSP1 Warrants and
PSP2 Warrants, the "Warrants").
The exercise price in respect of the PSP1 Warrants has been
adjusted from $11.663 to $11.568, and the number of warrant shares
issuable upon the exercise of the PSP1 Warrants has been adjusted
from 628,725.19 to 633,888.48. The exercise price in respect of the
PSP2 Warrants has been adjusted from $20.229 to $20.065, and the
number of warrant shares issuable upon the exercise of the PSP2
Warrants has been adjusted from 166,292.37 to 167,651.55. The
exercise price in respect of the PSP3 Warrants has been adjusted
from $30.196 to $29.950, and the number of warrant shares issuable
upon the exercise of the PSP3 Warrants has been adjusted from
97,219.73 to 98,018.26.
Accordingly, on January 12, 2024, JetBlue announced that it will
pay $0.10 in cash per outstanding share of Common Stock on January
31, 2024 to Spirit's stockholders of record on January 25, 2024 as
a prepayment of merger consideration, pursuant to the terms of the
Merger Agreement. Accordingly, on January 24, 2024, Spirit
announced an adjustment to the conversion rates of its 4.75%
Convertible Senior Notes due 2025 (the "2025 Notes") and 1.00%
Convertible Senior Notes due 2026 (the "2026 Notes").
The conversion rate in respect of the 2025 Notes has been adjusted
from 94.9262 shares to 96.0938 shares of Common Stock per $1,000
principal amount of 2025 Notes, and the conversion rate in respect
of the 2026 Notes has been adjusted from 24.6649 shares to 24.9683
shares of Common Stock per $1,000 principal amount of 2026 Notes.
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.
SRX ENTERPRISES: Seeks to Hire Henry D. Paloci as Legal Counsel
---------------------------------------------------------------
SRX Enterprises LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Henry D. Paloci III
PA as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Debtor;
b. advising the Debtor with regard to certain rights and
remedies of its bankruptcy estate and the rights, claims and
interests of creditors;
c. representing the Debtor in any proceeding or hearing in the
Bankruptcy Court involving its estate unless, the Debtor are
represented in such proceeding or hearing by other special
counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtor in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of Paloci's expertise or which is beyond Paloci's
staffing capabilities;
e. preparing and assisting the Debtor in the preparation of
reports, applications, pleadings and orders including, but not
limited to, applications to employ professionals, interim
statements and operating reports, initial filing requirements,
schedules and statement of financial affairs, lease pleadings, cash
collateral pleadings, financing pleadings, and pleadings with
respect to the Debtor's use, sale or lease of property outside the
ordinary course of business;
f. representing the Debtor with regard to obtaining use of
debtor in possession financing and/or cash collateral including,
but not limited to, negotiating and seeking Bankruptcy Court
approval of any debtor in possession financing and/or cash
collateral pleading or stipulation and preparing any pleadings
relating to obtaining use of debtor in possession financing and/or
cash collateral;
g. assisting the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization and the
preparation and approval of a disclosure statement in respect of
the plan; and
h. performing any other services which may be appropriate in
Paloci's representation of the Debtor during its bankruptcy case.
Paloci will charges these rates:
Attorney $350 per hour
Paralegal $100 per hour
The firm received a retainer in the amount of $2,000.
Henry Paloci III, Esq., disclosed in court filings that the firm is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Henry D. Paloci III, Esq.
HENRY D. PALOCI III PA
5210 Lewis Road 5
Agoura Hills, CA 91301
Telephone: (805) 279-1225
Facsimile: (866) 565-6345
Email: hpaloci@hotmail.com
About SRX Enterprises LLC
SRX Enterprises primarily engaged in renting and leasing real
estate properties.
SRX Enterprises LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
23-11825) on Dec. 26, 2023. The petition was signed by R. Douglas
Spiro as manager. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities.
Henry D. Paloci III, Esq. at Henry D. Paloci III PA represents the
Debtor as counsel.
ST. MARGARET'S HEALTH: Hires Janko Realty as Real Estate Broker
---------------------------------------------------------------
St. Margaret's Health - Peru seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Janko Realty & Development as real estate broker.
The firm will market and sell the Debtor's real property located at
1916 N. Main Street, Princeton, IL 61356.
The firm will be paid at the rate of 6 percent of the gross sale
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:
Mark Janko
Janko Realty & Development
2011 Rock Street
Peru, IL 61354
Tel: (815) 223-3875
Email: jrd@jonkorealty.com
About St. Margaret's Health – Peru
St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley
are providers of healthcare services.
The Debtors filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case
No. 23-11641) on Aug. 31, 2023. At the time of the filing, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge David D. Cleary oversees the cases.
Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd., serves as
the Debtors' legal counsel. Hinshaw & Culbertson LLP as special
counsel. Huron Consulting Services LLC as financial advisor. Epiq
Corporate Restructuring, LLC as its noticing, claims, and balloting
agent.
STL HOLDING: S&P Upgrades ICR to 'B+', Outlook Stable
-----------------------------------------------------
S&P Global Ratings raised its issuer credit rating on
Louisiana-based STL Holding Co. LLC to 'B+' from 'B'. At the same
time, S&P assigned its 'BB-' issue-level rating and '2' recovery
rating to the company's proposed $250 million senior unsecured
notes due 2029.
The outlook is stable, reflecting S&P's expectation for ongoing
EBITDA growth that reflects more modest volume and price gains
inherent to smaller, existing, and adjacent southeastern markets.
Consequently, S&P anticipates leverage will remain in the 2x area
through 2024.
STL Holding Co. LLC (DSLD) is seeking to improve its debt maturity
profile. DSLD is seeking to issue $250 million of new five-year
senior unsecured notes, with proceeds from the offering to be used
to refinance the company's existing $225 million senior unsecured
notes due 2026, repay $20 million outstanding on its revolver, and
pay transaction fees and expenses. The debt offering will extend
the company's weighted-average debt maturity profile and alleviate
refinancing risk. S&P currently expects debt leverage to be about
1.9x at the end of 2023 and remain in the 2x area through the end
of 2024 after remaining below 2x since the first quarter of 2022.
DSLD has significant geographic concentration in the southeastern
U.S.DSLD does the majority of its business in the state of
Louisiana. As of Sept 30, 2023, about 74% of its closings year to
date occurred within the state, with about 46% in east Louisiana
alone. DSLD operates in just five Southeastern states and 12
markets; combined, it has about 120 active communities.
S&P said, "Our rating on DSLD reflects its small scale relative to
most other rated homebuilders. With the southeast U.S. accounting
for all of the company's sales, DSLD is among the smaller rated
homebuilders by both revenue ($963 million in 2022) and closings
(3,315 in 2022). Even though we anticipate continued growth will
further penetrate smaller markets in its current and adjacent
states--reducing its heavy Louisiana concentration--our forecast
for debt to EBITDA in the 2x area through 2024 suggests a
relatively conservative, organic expansion. DSLD's homes cater
predominately to first-time (60% of closings in 2022) and move-up
buyers (40%). Although management has proven adept at expanding its
operations, future success may be harder won, since it intends for
a portion of its growth to occur outside of its current markets
even as the housing cycle matures.
"The stable outlook reflects our forecast for S&P Global
Ratings-adjusted debt leverage to be in the 2x-area over the next
12 months, supported by the company's growing revenue base and
resilient homebuilding industry fundamentals beyond 2023.
"We could lower our rating on DSLD Homes over the next 12 months if
we expected its debt to EBITDA to be sustained at more than 3x. We
would anticipate this could occur if gross margins declined more
than 250 basis points from our expectations of 19% in 2024.
"We view an upgrade as highly unlikely over the next 12 months due
to DSLD Homes' small revenue base relative to that of 'BB-' rated
homebuilder peers and its significant geographic concentration in
the southeastern U.S. However, we could raise the rating if the
company exceeded our growth expectations such that its revenue base
was more in line with that of 'BB-' rated peers on an extended
basis while maintaining leverage below 2x."
STONY POINT: Seeks to Hire Berard & Associates, CPAs as Auditor
---------------------------------------------------------------
Stony Point Ambulance Corps, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Berard & Associates, CPAs P.C. as its auditor.
The firm will render these services:
(a) perform an audit of the financial statements in accordance
with GAAS;
(b) prepare the Debtor's federal and New York State
information return;
(c) evaluate appropriateness of accounting policies;
(d) evaluate overall presentation of financial statements
including disclosures to New York State;
(e) prepare reports to appropriate level of management in case
of any material errors or fraudulent financial reporting; and
(f) test documentary evidence supporting transactions recorded
in the accounts, tests of physical existence of inventories, and
confirmation of receivables and funding sources.
For the preparation of the 2022 audit, Berard & Associates would
charge a flat rate of $7,175 which would be payable monthly in the
amount of $597.91.
Berard & Associates is a disinterested person within the meaning of
11 U.S.C. Section 101(14), according to court filings.
The firm can be reached through:
Donalee Berard, CPA
Berard & Associates, CPAs P.C.
44 Park Ave
Suffern, NY 10901
Phone: (845) 357-5668
Email: Donalee@Berardcpas.com
About Stony Point Ambulance Corps, Inc.
Stony Point Ambulance Corps, Inc. -- https://www.spacems.org "is
the official ambulance service for the Town of Stony Point, NY.
They offer NYS EMT certification and provide personal growth and
career development opportunities.
Stony Point Ambulance sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22654) on Sept. 7,
2023. In the petition filed by Johan Waite, chief operating
officer, the Debtor estimated between $1 million and $10 million in
both assets and liabilities.
The Honorable Bankruptcy Judge Sean H. Lane oversees the case.
The Debtor tapped Erica Aisner, Esq., at Kirby Aisner and Curley,
LLP as legal counsel.
SUSTAITA ENTERPRISES: Wins Cash Collateral Access Thru March 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Norther District of Texas, Dallas
Division, authorized Sustaita Enterprises, LLC to use cash
collateral on an interim basis, in accordance with the budget,
through March 21, 2024.
The Debtor requires the use of the cash collateral to continue the
Debtor's ordinary course business operations and to maintain the
value of the bankruptcy estates.
Regions Financial Corporation asserts that the Debtor is indebted
to it under various contracts, notes, security agreements and other
loan instruments entered into prior to the Petition Date and that
the Regions Indebtedness is secured by properly perfected liens on
all or substantially all of the Debtor's assets.
Regions Bank asserts that the Regions Bank Indebtedness totals
approximately $811,000 as of the Petition Date. Regions Bank
asserts that the Regions Bank Indebtedness is secured by a lien or
liens on all or on substantially all of the Debtor's assets.
Mulligan Funding, LLC asserts that the Debtor is indebted to it
under various contracts, notes, security agreements and other loan
instruments entered into prior to the Petition Date and that the
Mulligan Indebtedness is secured by properly perfected liens on all
or substantially all of the Debtor's assets.
Mulligan asserts that the Mulligan Indebtedness totals
approximately $156,000 as of the Petition Date. Mulligan asserts
that the Mulligan Indebtedness is secured by a lien or liens on all
or on substantially all of the Debtor's assets.
The Small Business Administration may assert that the Debtor is
indebted to it under various contracts, notes, security agreements
and other loan instruments entered into prior to the Petition Date
and that the SBA Indebtedness is secured by properly perfected
liens on all or substantially all of the Debtor's assets. The SBA
may assert that the SBA Indebtedness totals approximately $2
million as of the Petition Date.
Vivian Capital asserts that the Debtor is indebted to it under
various contracts, notes, security agreements and other loan
instruments entered into prior to the Petition Date and that the
Vivian Capital Indebtedness is secured by properly perfected liens
on all or substantially all of the Debtor's assets.
Vivian Capital asserts that the Vivian Capital Indebtedness totals
approximately $79,447 as of the Petition Date.
As adequate protection, the Secured Creditors will be granted
post-petition security interests in, and replacement lien upon,
subject only to prior nonavoidable liens, claims, or interests in
the Debtor's assets and property of every kind; provided that the
Replacement Liens will only be to the extent, priority, and
validity as existed on such assets and property of the Debtor as of
the Petition Date. Notwithstanding the foregoing, the Secured
Creditors will not receive a security interest in, or a replacement
lien on, the Debtor's avoidance actions under chapter 5 of the
Bankruptcy Code. The Replacement Liens will serve as adequate
protection for the use of the cash collateral to the extent of any
diminution of the value of the collateral securing the claim of the
Secured Creditors.
All liens and security interests granted are deemed effective,
valid, and perfected as of the Petition Date -- to the extent the
original security interests of the Secured Lenders were valid and
perfected as of the Petition Date -- without the necessity of
filing or recording by or with any entity of any documents or
instruments otherwise required to be filed or recorded under
applicable non-bankruptcy law.
To the extent of any diminution in value of their respective
collateral, the Secured Lenders will have an administrative expense
pursuant to 11 U.S.C. Section 507(b) of the Bankruptcy Code and
against the Debtor's bankruptcy estate for the Debtor's use of cash
collateral to the extent of any diminution in the value of the
Secured Lenders' interest in its collateral and the administrative
claim will have priority over and above all other costs and
expenses of the kind specified in, or ordered pursuant to, 11
U.S.C. Sections 503(b) or 507(a) except as provided therein.
These events constitute an "Event of Default":
(a) The Debtor's Chapter 11 Case is converted to a case under
Chapter 7 of the Bankruptcy Code;
(b) The Court removes the Debtor as debtor-in-possession under 11
U.S.C. Section 1181(a), provided, however, that it will not be an
event of default for the Court to remove the Debtor from possession
on the request of the Secured Lenders;
(c) Any default under, breach of or failure to comply with, any
provisions of the Interim Order, which breach is not cured within
five business days after the Debtor's receipt of written notice
thereof.
A continued hearing on the matter is set for March 21 at 1:30 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=2X9yl2 from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$54,731 for the week ending February 3, 2024;
$117,278 for the week ending February 10, 2024;
$34,982 for the week ending February 17, 2024; and
$37,845 for the week ending February 24, 2024.
About Sustaita Enterprises, LLC
Sustaita Enterprises, LLC is part of the general freight trucking
industry. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-31812) on August 21,
2023. In the petition signed by Carlos Sustaita, president and
member, the Debtor disclosed $3,969,806 in assets and $3,589,563 in
liabilities.
Brandon Tittle, Esq., at Glast, Phillips & Murray, P.C., represents
the Debtor as legal counsel. Lane Gormatt Trubitt, LLC is the
financial advisor.
TIMOTHY HILL: Ombudsman Seeks to Hire Rimon P.C. as Attorney
------------------------------------------------------------
Joseph J. Tomaino, the court appointed Patient Care Ombudsman of
the bankruptcy estate of Timothy Hill Children's Ranch, Inc. seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to hire Rimon P.C. as his attorneys.
The firm will render these services:
(a) provide the PCO with legal advice with respect to his
duties, obligations, and powers as PCO during the continuance of
the Debtor's case;
(b) represent the PCO as an interested party in connection
with any proceedings in this case which effect the rights of the
PCO and the patients of the Debtor.
(c). prepare on behalf of the PCO, all necessary
applications, motions, answers, orders, and other legal documents
required by the Bankruptcy Code and the Bankruptcy Rules; and
(d) perform all other legal services for the PCO, which may be
necessary in connection win the PCO's duties in the Debtor's case.
The firm will be paid at these rates:
Attorneys $300 to $850 per hour
Paraprofessionals $175 to $275 per hour
Ronald Friedman, Esq., an attorney at Rimon, 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:
Ronald J. Friedman, Esq.
RIMON PC
100 Jericho Quadrangle, Suite 300
Jericho, NY 11753
Telephone: (516) 479-6300
About Timothy Hill Children's Ranch, Inc.
Timothy Hill Children's Ranch, Inc. owns and operates transitional
housing programs for troubled teens and young adults.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-73821) on October 16,
2023. In the petition signed by Thaddaeis Hill, executive director,
the Debtor disclosed $13,637,708 in assets and $4,841,336 in
liabilities.
Judge Louis A. Scarcella oversees the case.
Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler &
Goodman, LLP, represents the Debtor as legal counsel.
TOUCHDOWN ACQUIRER: S&P Assigns 'B' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Touchdown Acquirer Inc. (Touchdown), the future holding company of
TenCate, and its 'B' issue rating to the new senior secured TLB
issued by Touchdown.
S&P said, "The stable outlook reflects our view that TenCate's
operating performance will remain resilient, thanks to a successful
product pipeline launch and its expansion in the U.S., with S&P
Global Ratings-adjusted debt to EBITDA of about 5.0x and a funds
from operations (FFO) cash interest ratio of 2.2x-2.5x over the
next 12 months."
In December 2023, private equity firm Leonard Green & Partners
signed a definitive agreement to acquire Netherlands-based
artificial turf producer TenCate Grass (TenCate) for approximately
$2 billion after fees and expenses. The transaction will be
financed through a first-lien USD term loan B (TLB) of $685 million
and a EUR term loan B (TLB) of EUR350 million (equivalent to $380
million) and an equity contribution of $970 million.
S&P said, "We forecast TenCate's leverage will remain elevated
under the new ownership, with adjusted debt to EBITDA of about 5.0x
over the next 12 months. We forecast adjusted debt to leverage will
be about 5.2x in 2024 and about 4.6x in 2025, given our expectation
of an increasing EBITDA generation and the successful integration
of recent acquisitions. We expect inorganic growth will remain a
crucial element of the group's strategy, with a concentration on
small bolt-on acquisitions. After the closing of the transaction,
the group's cash on balance sheet will be $15 million. We expect a
solid free operating cash flow (FOCF) generation of $50 million-$70
million over the next two years, with availability under the RCF
and the delayed draw TLB providing further liquidity for continued
M&As."
TenCate continues to demonstrate a strong operating performance,
with a 37% revenue increase in 2023, supported by a vertical
integration strategy and favorable demand trends. TenCate's
reported strong growth primarily resulted from its expansion in the
U.S., successfully executed price increases, and operational
improvements. All geographies and distribution channels performed
solidly. U.S. operations, which accounted for 76% of revenue and
84% of EBITDA in 2023, drove the group's operating performance,
followed by other regions, which contributed 24% of revenue and 16%
of EBITDA over the same period. TenCate's S&P Global
Ratings-adjusted EBITDA increased to about $195.7 million (versus
$207 million company-adjusted EBITDA) in 2023, from $116.4 million
in 2022, with S&P Global Ratings-adjusted EBITDA margins of about
13.0% in 2023, compared with 10.8% in 2022. S&P anticipates EBITDA
will increase, mainly because of TenCate's consistent ability to
pass on raw material price increases to customers and because of
its effective cost management. Overall, the group benefits from the
continued vertical integration of the business and its favorable
sales mix, which it shifted toward the higher-margin U.S. sport
installation business.
S&P said, "In our view, TenCate's acquisitive nature will continue
to enable strong topline growth, albeit with some integration
risks. From 2024 onward, we assume an annual M&A cash spend of $50
million-$100 million, which will mainly include add-on
acquisitions. We expect inorganic growth will remain a key part of
the group's strategy as a market consolidator. Although the group
has a strong track record of acquiring and successfully integrating
businesses, we view an acquisitive strategy as a moderate financial
risk. This is because the materialization of topline and cost
synergies could take longer than expected and integration costs
could exceed expectations. We therefore consider acquisition
discipline is key to ensure the group's future financial health.
TenCate has plans to consolidate its footprint in the manufacturing
sector, mostly in the U.S., over the next few years. This will
increase cash needs over the next 12-24 months.
"We anticipate that the group's future strategy will focus on the
U.S. and the sports segment. After the acquisition of Construction
Inc., sporting applications represent about 83% of the group's
revenue, with landscaping applications accounting for the remaining
17%. The demands from both end-markets have little correlation. In
the landscaping market, demand is fueled by urbanization and the
shift to year-round green lawns. In the sporting market, demand is
driven by the need to improve player safety and the increased focus
on physical exercise as part of a healthy lifestyle. We forecast an
80/20 revenue split between sport and outdoor living over
2024-2025.
"Our ratings and outlook are supported by the group's cash flow
generation, with solid positive FOCF forecasts over the next 12-18
months. We forecast FOCF of $54.6 million in 2024 and $68.8 million
in 2025, due to lower working capital requirements, higher EBITDA,
and stable capital expenditure (capex) of about $33 million-$34
million over 2024-2025. We believe the group will continue to
generate profitable growth, thanks to its vertically integrated
business model, control over the supply chain, and large footprint
in the manufacturing sector.
"The ratings on Touchdown will depend on our receipt and
satisfactory review of all final documentation and the final terms
of the senior secured TLB. If we do not receive final documentation
within a reasonable time frame or if the final documentation and
final terms of the senior secured TLB are different from the
materials and terms we reviewed, we reserve the right to revise our
assessment. Potential changes include, but are not limited to, the
utilization of the proceeds, maturity, size and conditions of the
facilities, financial and other covenants, security, and ranking.
"The stable outlook indicates that, in our view, TenCate will
likely increase its profitability because of its sales mix, which
expands its presence in the U.S. sports market, and because of
expected cost synergies. We project adjusted EBITDA margins of
13.3% in 2024 and 14.5% 2025, with adjusted debt to EBITDA of 5.2x
in 2024 and 4.6x in 2025. We also forecast TenCate will increase
positive FOCF to about $54.6 million in 2024 and maintain FFO cash
interest coverage above 2.0x."
S&P could lower its rating over the next 12 months if:
-- Revenue growth and profitability are materially lower than
S&P's forecast, such that the leverage ratio deteriorates, deviates
from its expectations, and exceeds 7.0x;
-- The group's liquidity deteriorates significantly;
-- FOCF turns negative; and
-- FFO cash interest coverage drops below 2.0x.
The above scenarios could happen if TenCate fails to pass on raw
material price inflation in a timely manner as that would weigh on
its margins. An inability to successfully integrate a series of
acquisitions could also impair the group's margins and translate
into higher leverage.
S&P said, "We could also lower the rating if TenCate pursues a more
aggressive debt-financed acquisition strategy than we assume in our
base case, such that its leverage ratio deteriorates
significantly.
"We could raise the rating if TenCate maintains a leverage ratio at
the stronger-end of the 4.0x-5.0x range on a sustained basis and
significant FOCF generation to self-fund growth investments. This
could happen through faster topline and EBITDA expansion, compared
with our base case, and commitment from the owner to maintain a
less leveraged capital structure in the long term.
"Environmental and social factors are an overall neutral
consideration in our credit rating analysis of TenCate. As a
manufacturer of synthetic grass, the group, similar to the entire
industry, is exposed to environmental risks linked to waste
generation."
TenCate is actively engaged in collecting and recycling artificial
turfs at the end of their lifecycle. It is developing
next-generation sustainable products that reduce the usage of
microplastic infill and position the group to meet new potential
environmental regulations.
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of TenCate. In our
view, financial sponsor-owned companies with aggressive or highly
leveraged financial risk profiles drive corporate decision-making
that prioritizes the interests of the controlling owners. This also
reflects generally finite holding periods and a focus on maximizing
shareholder returns."
TRIUMPH GROUP: State Street Reports 6.9% Equity Stake as of Dec. 31
-------------------------------------------------------------------
State Street Corporation disclosed in a Schedule 13G/A filed with
the Securities and Exchange Commission that as of Dec. 31, 2023, it
beneficially owned 5,301,530 shares of common stock of Triumph
Group Inc., representing 6.9 percent of the Shares outstanding.
SSGA Funds Management, Inc., also reported beneficial ownership of
3,888,026 Common Shares (or 5.06%). A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1021162/000009375124000205/Triumph_Group_Inc.txt
About Triumph
Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. --
http://www.triumphgroup.com-- designs, engineers, manufactures,
repairs and overhauls a broad portfolio of aerospace and defense
systems, components and structures. The company serves the global
aviation industry, including original equipment manufacturers and
the full spectrum of military and commercial aircraft operators.
As of Sept. 30, 2023, the Company had $1.67 billion in total
assets, $314.63 million in total current liabilities, $1.65
billion in long-term debt (less current portion), $307.84 million
in accrued pension and other postretirement benefits, $7.27 million
in deferred income taxes, $55.62 million in other noncurrent
liabilities, and a total stockholders' deficit of $668.22 million.
* * *
As reported by the TCR on Dec. 27, 2023, Moody's Investors Service
placed the Caa1 Corporate Family Rating and the Caa1-PD Probability
of Default Rating of Triumph Group, Inc. on review for upgrade
following the announcement on December 21, 2023 that Triumph agreed
to sell its Product Support business to AAR CORP. (unrated) for
$725 million. Moody's said the review for upgrade of the CFR and
PDR will consider the benefits to the company's financial leverage,
liquidity and refinancing risk that will accrue by retiring debt
with the sale proceeds.
As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised
its outlook to positive from stable and affirmed the 'CCC+' issuer
credit rating on Triumph Group Inc. S&P expects management to
remain focused on deleveraging the balance sheet; however, there
remains some risk around the company's upcoming maturity of its
2025 unsecured notes.
TRUE ENTERPRISE: Seeks to Hire Houston Roderman as Legal Counsel
----------------------------------------------------------------
True Enterprise, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Houston Roderman, PLLC
as its general bankruptcy counsel.
The firm will render these services:
a. advise the Debtor with respect to its powers and duties as
debtor-in- possession and generally advise on matters of bankruptcy
law in connection with this case;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. 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 motions, applications answers, orders, reports and
any other legal documents necessary in the administration of the
case;
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;
and
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 firm will be paid at these rates:
Partner $595 per hour
Associates $450 per hour
Paraprofessionals $150 per hour
The firm received an initial retainer in the amount of $7,200.
Bart Houston, Esq., an attorney at Houston Roderman, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
The firm can be reached through:
Bart A. Houston, Esq.
HOUSTON RODERMAN, PLLC
633 S. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33301
Tel: (954) 900-2615
Email: bhouston@thehoustonfirm.com
About True Enterprise LLC
True Enterprise, LLC is a licensed compost facility in Broward
County that properly disposes of vegetative landscaping waste by
recycling it into composted soil.
True Enterprise filed its voluntary petition for Chapter 11
protection (Bankr. S.D. Fla. Case No. 24-10062) on Jan. 4, 2024,
listing up to $10 million in assets and $100,000 to $500,000 in
liabilities. Ron Nigro, trustee of The Ron Nigro Living Trust,
signed the petition.
Judge Scott M. Grossman oversees the case.
Bart A. Houston, Esq. at The Houston Firm, P.A. represents the
Debtor as legal counsel.
TUPPERWARE BRANDS: Hires KPMG as Accountant
-------------------------------------------
Tupperware Brands Corporation disclosed in a Form 8-K filed with
the Securities and exchange Commission that following approval by
the Audit and Finance Committee of the Company's Board of
Directors, the Company engaged KPMG LLP as its independent
registered public accounting firm for the fiscal year ended Dec.
30, 2023 and to review the Company's financial statements for the
first three fiscal quarters of 2023, effective immediately.
The Company said it has not consulted with KPMG LLP during the two
most recent fiscal years (ended Dec. 31, 2022 and Dec. 30, 2023),
or during any subsequent interim period prior to the engagement of
KPMG LLP, regarding (i) the application of accounting principles to
a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was
provided to the Company that KPMG LLP concluded was an important
factor considered by the Company in reaching a decision as to an
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a "disagreement" (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a "reportable event" (as described in Item
304(a)(1)(v) of Regulation S-K).
As previously reported in Tupperware Brands's Current Report on
Form 8-K filed with the SEC on Oct. 27, 2023, the Company's prior
registered public accounting firm, PricewaterhouseCoopers LLP,
informed the Company following the filing of the Company's Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2022 on
Oct. 13, 2023, that PwC was declining to stand for re-appointment
as the Company's registered public accounting firm for the
integrated audit of the Company's financial statements for the
fiscal year ended Dec. 30, 2023.
About Tupperware Brands
Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com
-- is a global consumer products company that designs innovative,
functional and environmentally responsible products. Founded in
1946, Tupperware's signature container created the modern food
storage category that revolutionized the way the world stores,
serves and prepares food. Today, this iconic brand has more than
8,500 functional design and utility patents for solution-oriented
kitchen and home products. With a purpose to nurture a better
future, Tupperware products are an alternative to single-use items.
The company distributes its products into nearly 70 countries,
primarily through independent representatives around the world.
On June 1, 2023, Tupperware Brands received a notice from the New
York Stock Exchange indicating the Company is not in compliance
with Sections 802.01B and Section 802.01C of the NYSE Listed
Company Manual because (i) the Company's average global market
capitalization over a consecutive 30 trading-day period was less
than $50 million and, at the same time, its last reported
stockholders' equity was less than $50 million, and (ii) the
average closing price of the Company's common stock was less than
$1.00 over a consecutive 30 trading-day period. The Notice has no
immediate effect on the listing of the Company's common stock.
Tupperware Brands reported a net loss of $232.5 million for the
year ended Dec. 31, 2022.
Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's
auditor since 1995, issued a "going concern" qualification in its
report dated Oct. 13, 2023, citing that the Company has experienced
liquidity challenges and is uncertain about its ability to comply
with debt covenants, which resulted in the borrowings under the
Company's credit agreement being classified as current as of Dec.
31, 2022, and that also raises substantial doubt about its ability
to continue as a going concern.
UA LEASING: Hires Law Offices of David Freydin PC as Counsel
------------------------------------------------------------
UA Leasing LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to employ Law Offices of David
Freydin PC as counsel.
The firm will represent the Debtor in matters concerning
negotiation with creditors; assist in the preparation of a plan,
corporate restructuring, analysis of claims and potential causes of
action and other assets; and represent the Debtor in matters before
the Court.
The firm will be paid at these rates:
David Freydin $350 per hour
Jan Michael Hulstedt $325 per hour
Jeremy Nevel $325 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Freydin, Esq., a partner at Law Offices of David Freydin PC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
David Freydin, Esq.
LAW OFFICES OF DAVID FREYDIN PC
8707 Skokie Blvd, Suite 312
Skokie, IL 60077
Tel: (847) 972-6157
Fax: (866) 897-7577
Email: david.freydin@freydinlaw.com
About UA Leasing
UA Leasing, LLC, a company in Wood Dale, Ill., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Ill. Case No. 23-17234) on December 25, 2023, with $3,940,000 in
assets and $5,468,149 in liabilities. Ulyana Lynevych, president,
signed the petition.
Judge Timothy A. Barnes oversees the case.
David Freydin, Esq., at the Law Offices of David Freydin represents
the Debtor as bankruptcy counsel.
UKG INC: S&P Assigns 'B-' Rating on $2.5BB Senior Secured Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to human capital management (HCM) solutions
provider UKG Inc.'s proposed $2.5 billion senior secured notes
maturing in February 2031. The plan is to use the senior secured
notes to help repay its existing term loan maturing in May 2026.
S&P's 'B-' issuer credit rating and stable outlook on UKG are
unchanged.
ISSUE RATINGS – RECOVERY RATINGS
Key analytical factors:
-- S&P assigned its 'B-' issue-level rating and '3' recovery
rating on UKG's new $2.5 billion senior secured notes. The '3'
recovery rating indicates its expectation of meaningful (50%-70%;
rounded estimate: 55%) recovery in the event of a default.
-- The 'B-' rating on the current first-lien term loan ('3'
recovery rating) and 'CCC' rating on the second-lien term loan ('6'
recovery rating) are unchanged.
-- S&P's simulated default scenario analysis on UKG contemplates a
default in 2025 as the company faces strong price competition from
the crowded HCM space, leading to severe attrition among its
existing client base and an inability to cover its debt and
interest expense.
-- In S&P's analysis, it values the company as a going concern,
maximizing value to creditors.
-- S&P applied a 7x EBITDA multiple to an assumed distressed
emergence EBITDA of $745 million to derive an estimated gross
recovery value of $5.2 billion.
-- The valuation multiple is consistent with that of similar
software companies.
Simulated default assumptions:
-- Simulated year of default: 2025
-- Emergence EBITDA: $745 million
-- EBITDA multiple: 7x
-- Jurisdiction: U.S.
Simplified waterfall:
-- Net enterprise value (after 5% administrative costs): $4.96
billion
-- Valuation split (obligors/nonobligors): 90%/10%
-- Collateral value available to first-lien debt claims: $4.8
billion
-- Noncollateral value available: $120 million
-- Secured first-lien debt claims: $8.4 billion
--Recovery expectations: 50%-70% (rounded estimate: 55%)
-- Secured second-lien debt claims: $1.5 billion
--Recovery expectations: 0%-10% (rounded estimate: 0%)
UNITED RENTALS: S&P Affirms 'BB+' Rating, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed all its ratings, including its 'BB+'
issuer credit ratings on Stamford, Conn.-based equipment rental
provider United Rentals Inc. (URI) and its subsidiary United
Rentals (North America) Inc. (URNA).
S&P said, "We also assigned our 'BBB-' issue-level rating and '1'
recovery rating to the company's proposed $750 million first-lien
term loan due 2031. The '1' recovery rating indicates our
expectation for very high (90%-100%; rounded estimate: 95%)
recovery in the event of a payment default. The company plans to
use the proceeds, along with asset-based loan (ABL) borrowings, to
refinance its existing first-lien term loan due 2025.
"The stable outlook reflects our forecast that URI will maintain
S&P Global Ratings'-adjusted debt leverage below 2x over the next
12 months amid a continued favorable rental demand environment. We
believe this level of leverage provides the company cushion to
weather a cyclical downturn while maintaining flexibility to pursue
acquisitions and shareholder returns.
"We believe URI remains acquisitive and could use its balance sheet
strength for debt-funded acquisitions. Despite a lower
through-the-cycle target leverage range, we believe the company
maintains an appetite for acquisitions. Its currently low leverage
provides flexibility to pursue various opportunities in both
general and specialty rental markets and cushion to absorb a
cyclical downturn. Because the company is exposed to cyclical end
markets, we believe its leverage can deteriorate by about one turn
in a stress scenario. Absent significant growth opportunities, we
expect the company will return most of its free cash flow to
shareholders through share repurchases and dividends. We do not
anticipate the company will favor large, debt-funded share
repurchases over strategic growth.
"We believe the U.S. equipment rental industry is poised for
continued growth this year. Large, multiyear investments in
domestic infrastructure, manufacturing, and energy transition
(including projects funded by the Infrastructure Bill, CHIPS and
Science Act, and Inflation Reduction Act) should support equipment
rental demand over the next couple of years. Since it is the
biggest player in the rental industry, we expect URI to benefit
from its ability to win large projects, particularly those
associated with its large, national accounts, that require a
sizable and diverse fleet. Further, in North America, the secular
trend toward renting continues as customers continue to find
renting more attractive, helping them to navigate periods of
end-market uncertainty, and we expect rental penetration rates will
continue to gradually increase.
"We expect S&P Global Ratings'-adjusted EBITDA margins will
contract modestly but remain solid, in the high-40% area. URI's S&P
Global Ratings'-adjusted EBITDA margins contracted 100 basis points
(bps) in 2023 compared with 2022, primarily due to the impact of
its lower-margin Ahern Rentals acquisition, which closed in
December 2022. We believe overall rental margins will remain flat
or improve slightly, as investments in new stores will largely
offset benefits of higher volume. In addition, we expect used
equipment demand and pricing will moderate over the next one to two
years because supply chains have largely normalized and new
equipment availability has improved. This puts some pressure on
used equipment margins, albeit from record 2022 levels. Still,
URI's margins remain above average compared with a broader set of
rated equipment rental providers."
The proposed term loan refinancing is leverage neutral. URNA plans
to issue a $750 million first-lien term loan due 2031. The company
plans to use the net proceeds, in addition to incremental
borrowings under its $4.25 billion ABL revolving credit facility,
to fully repay its $1.0 billion first-lien term loan due 2025 ($948
million outstanding), and pay related fees and expenses. URI, along
with URNA's current and future domestic subsidiaries (subject to
limited exceptions)--will guarantee the proposed first-lien term
loan.
S&P said, "The stable outlook reflects our forecast that URI will
maintain S&P Global Ratings'-adjusted debt leverage below 2x over
the next 12 months amid a continued favorable rental demand
environment. This level of leverage provides the company cushion to
weather a cyclical downturn (which we believe could cause leverage
to deteriorate by 1x) or pursue acquisitions."
S&P could lower the rating if the company's S&P Global
Ratings'-adjusted leverage increases and remains above 4x, which
could happen if:
-- The company experiences a significant decline in end-market
demand or its competitive advantages erodes because of loss of
market share that leads to profitability deterioration; and/or
-- It undertakes large debt-funded shareholder returns or
acquisitions.
S&P could raise the rating if it believes management has the
ability and willingness to maintain a more conservative financial
policy that supports an investment-grade rating, with leverage
below 2x during normal demand conditions, even when incorporating
share repurchases and acquisitions.
ESG factors are an overall neutral consideration in our credit
rating analysis of URI. URI curates a fleet of equipment from
original equipment manufacturers and therefore has some control
over the sustainability of its fleet. About 31% of the company's
rental fleet is electric or hybrid, and the company intends to
increase this proportion. Regarding emissions, fuel efficiency, and
other environmental standards, URI's exposure is much lower than
equipment manufacturers given its participation in rentals rather
than manufacturing.
On the social front, URI is primarily exposed to risks associated
with occupational safety; however, the company has instituted
policies that reinforce workplace safety, including daily safety
trainings and onsite safety managers at each branch.
UNLIMITED DEVELOPMENT: Seeks to Hire Luna Law Offices as Counsel
----------------------------------------------------------------
Unlimited Development Corp. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire Wanda Luna-Martinez,
Esq., and her firm, Luna Law Offices, to handle its Chapter 11
case.
Ms. Luna-Martinez will be paid at her hourly rate of $250, plus
reimbursement for expenses incurred.
Ms. Luna-Martinez disclosed in a court filing that she is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The attorney can be reached at:
Wanda Luna-Martinez, Esq.
LUNA LAW OFFICES
454 Teniente Cesar Gonzales Ave.
San Juan, PR
PMB 389 P.O. Box 194000
San Juan, PR 00919-4000
Phone: (787) 998-2356
Email: quiebra@gmail.com
About Unlimited Development Corp.
Unlimited Development Corp. owns a residential apartment located at
Capitolio Plaza, San Juan, P.R., valued at $500,000.
Unlimited Development filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 24-00168)
on Jan 22, 2024, with $500,200 in assets and $1,201,609 in
liabilities. Ismael Crespo, president of Unlimited Development,
signed the petition.
Wanda Luna-Martinez, Esq., at Luna Law Offices represents the
Debtor as counsel.
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 hire Houston Roderman, PLLC as
its general bankruptcy counsel.
The firm will render these services:
a. advise the Debtor with respect to its powers and duties as
debtor-in- possession and generally advise on matters of bankruptcy
law in connection with this case;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. 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 motions, applications answers, orders, reports and
any other legal documents necessary in the administration of the
case;
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;
and
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 firm will be paid at these rates:
Partner $595 per hour
Associates $450 per hour
Paraprofessionals $150 per hour
The firm received an initial retainer a fee & cost retainer in the
amount of $30,000.
Bart Houston, Esq., an attorney at Houston Roderman, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
The firm can be reached through:
Bart A. Houston, Esq.
HOUSTON RODERMAN, PLLC
633 S. Andrews Avenue, Suite 500
Fort Lauderdale, FL 33301
Tel: (954) 900-2615
Email: bhouston@thehoustonfirm.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 Houston, Esq., at Houston Roderman, PLLC represents the Debtor
as legal counsel.
VASO LOGISTICS: Court OKs Cash Collateral Access Thru March 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Vaso Logistics Inc. to use cash
collateral on an interim basis, in accordance with the budget,
through March 8, 2024.
Specifically, the Debtor is authorized to use cash collateral to
pay: (a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee and payroll obligations
incurred post-petition in the ordinary course of business; (b) the
current and necessary expenses set forth in the budget, plus an
amount not to exceed 10% for each line item.
Corporation Service Company will have a perfected post-petition
lien against cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any documents as may otherwise be required under
applicable nonbankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued preliminary hearing is set for March 5, 2024 at 1:30
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=3GMIOM from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$558,217 for January 2024; and
$558,217 for February 2024.
About Vaso Logistics,Inc.
Vaso Logistics,Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-05095) on December 4,
2023. In the petition signed by Valentin Sorbala, director, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP,
represents the Debtor as legal counsel.
VICTORY CLEANING: Hires Wagoner Bankruptcy Group as Attorney
------------------------------------------------------------
Victory Cleaning Systems, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
Wagoner Bankruptcy Group, P.C. d.b.a. W M Law as attorney.
The firm's services include:
a. preparation of the bankruptcy forms and schedules,
attendance at the 341 meeting and other court hearings;
b. preparation of the disclosure statement and Chapter 11
plan, client conferences, filing monthly operating reports, phone
calls, emails, dealing with creditors, and resolving confirmation
issues; and
c. assistance of the Debtor with any additional requirements
that come due as a result of seeking relief as a debtor under
Chapter 11.
The firm will be paid at these rates:
Ryan A. Blay, Esq. $350 per hour
Jeffrey L. Wagoner, Esq. $350 per hour
Ryan M. Graham, Esq. $350 per hour
Errin Stowell, Esq. $350 per hour
Chelsea Williamson $350 per hour
Douglas Sisson, Paralegal $175 per hour
Ana Van Noy, Paralegal $175 per hour
Betsy Hayman, Paralegal $175 per hour
Rosana Tovalin, Paralegal $175 per hour
The firm will be paid a retainer in the amount of $10,000 and will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Ryan A. Blay, Esq., a partner at Wagoner Bankruptcy Group, P.C.
d.b.a. W M 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 at:
Ryan A. Blay, Esq.
Wagoner Bankruptcy Group, P.C.
15095 W. 116th St.
Olathe, KS 66062
Tel: (913) 422-0909
Fax: (913) 428-8549
Email: blay@wagonergroup.com
About Victory Cleaning Systems, Inc.
Victory Cleaning Systems, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Mo. Case No.
24-40010) on Jan. 5, 2024, with $100,001 to $500,000 in both assets
and liabilities.
Judge Cynthia A. Norton oversees the case.
Ryan A. Blay, Esq., at Wm Law represents the Debtor as bankruptcy
counsel.
VICTORY PROFESSIONAL: Court OKs Deal on Cash Collateral Access
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, authorized Victory Professinoal Products, Inc.
to use cash collateral on an interim basis, in accordance with its
agreement with the U.S. Small Business Administration, through May
31, 2024.
Pre-petition, on May 27, 2020, the Debtor executed a U.S. Small
Business Administration Note, pursuant to which the Debtor obtained
a COVID Economic Injury Disaster Loan in the amount of $150,000.
The terms of the Note require the Debtor to pay principal and
interest payments of $731 every month beginning on May 27, 2021 and
continuing over the 30 year term of the Loan. The Loan has an
annual rate of interest of 3.75% and may be prepaid at any time
without notice or penalty.
As evidenced by a Security Agreement executed on May 27, 2020 and a
valid UCC-1 filing on June 4, 2020 (Filing No. 20-7785949950), SBA
has a security interest in "[a]ll tangible and intangible personal
property.
The parties agreed that the Debtor may use cash collateral for the
payment of ordinary and necessary expenses as set forth in the
budget, with a 15% variance.
As adequate protection, retroactive to the Petition Date, the SBA
will receive a replacement lien(s) that is deemed valid, binding,
enforceable, non-avoidable, and automatically perfected, effective
as of the Petition Date, on all post-petition revenues of the
Debtor to the same extent, priority and validity that its lien
attached to the Collateral, including cash collateral. The scope of
the Replacement Lien is limited to the amount (if any) that the
cash collateral diminishes post-petition as a result of the
Debtor's post-petition use of the cash collateral.
The will remit adequate protection payments to the SBA in the
amounts and terms as set forth in the applicable Loan documents,
with the first payment to be paid on or before January 27, 2024 in
the amount of $731, and continuing until further order of the Court
regarding interim and/or final use of cash collateral, or the entry
of an order confirming the Debtor's plan of reorganization,
whichever occurs first.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b)
and 507(b), which claim will be limited to any diminution in the
value of the SBA's collateral, as a result of the Debtor's use of
cash collateral on a post-petition basis.
The court said the Debtor's use of the SBA's cash collateral may be
renewed upon stipulation with the SBA or by order of the Court.
A copy of the stipulation is available at
https://urlcurt.com/u?l=zhq0ao from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=LjwGCi
from PacerMonitor.com.
About Victory Professional Products
Victory Professional Products, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 24-10111) on Jan. 17, 2024, with $100,001 to $500,000 in assets
and $1,000,001 to $10 million in liabilities.
Judge Theodor C. Albert oversees the case.
Misty A. Perry Isaacson of Pagter And Perry Isaacson, Aplc
represents the Debtor as legal counsel.
WASTEPLACE LLC: Amends Unsecureds & WHA Claims Pay Details
----------------------------------------------------------
WastePlace, LLC, submitted a Modified Plan of Reorganization dated
January 25, 2024.
The Debtor's Plan proposes to raise additional capital to fund the
payments that will be due under the Plan, including a distribution
to creditors upon the occurrence of the Effective Date. At this
time, the Debtor continues to receive interest form several
investors and believes that it will be able to raise sufficient
funding to support this Plan, continue to develop its products, and
grow its business in accordance with its strategic plan to maximize
value to its stakeholders.
Under the terms outlined in this Plan, the Debtor's Secured
Creditors, Administrative Claim Holders, and Creditors holding
priority Claims will be paid in full. Additionally, the Debtor
estimates that General Unsecured Creditors will receive a Pro Rata
distribution of a Reorganization Fund of approximately
$150-200,000, which represents more than parties would receive in a
liquidation scenario.
The Debtor's Plan provides that additional capital will be raised
from (a) cash paid by WHA pursuant to Section 4.1 of the Plan, and
(b) cash paid by Holders of Equity Interests who elect to
participate in the equity raise for Class C Units. These cash
infusions, coupled with the revenue that the Debtor projects it
will continue to make from its operations, will support Plan
payments and ongoing expenses after the Effective Date. In the
Debtor's expected scenario, the distribution afforded to Class 4
Creditors would be their proportionate share of the Reorganization
Fund through the Plan, as opposed to $0 of potential distribution
in liquidation.
Class 1 consists of the Allowed Claim of WHA. The Allowed Claim of
WHA arising from its convertible promissory note with the Debtor
shall be allowed in the amount of its filed Proof of Claim, as may
be amended. WHA's Claim is impaired under the Plan. On the
Confirmation Date, WHA shall be deemed to elect treatment under
option (c) set forth:
(a) Participation in the Rights Offering. WHA may participate in
the Rights Offering. Should WHA elect to do so, for every dollar
that WHA contributes as part of the Rights Offering, one dollar of
WHA's Allowed Claim shall be deemed to be secured under Section
506(a) of the Code. To the extent WHA's Claim is treated as an
Allowed Secured Claim, the Debtor shall repay the balance of such
Claim pursuant to WHA's PrePetition Loan Documents (except with a
Maturity Date of 5 years from the Effective Date) and WHA shall
retain its security interests in the Debtor consistent thereto.
(b) Opt-out of the Rights Offering. Should WHA elect not to
participate in the Rights Offering (or in any amount less than its
Class 1 Claim), then WHA's Allowed Claim shall be a secured claim
under Section 506(a) of the Code only to the extent so ordered by
the Bankruptcy Court. Any such amount of WHA's Allowed Claim that
is secured shall be repaid by the Reorganized Debtor pursuant to
WHA's Pre Petition Loan Documents (except with a Maturity Date of 5
years from the Effective Date) and WHA shall retain its security
interests in the Debtor consistent thereto. The balance of WHA's
Allowed Claim that is not treated as secured pursuant to Section
4.1(a) or 4.1(b), shall be treated as a Class 4 Unsecured Claim
unless WHA elects to convert such balance pursuant to Section
4.1(c).
(c) Conversion of the Note. WHA may, in whole or in part, choose
to convert its Allowed Claim to Class C Units, pursuant to the
terms and provisions of an Agreed Conversion (as defined within
WHA's Prepetition Loan Documents). To the extent WHA elects to
convert its Class 1 Claim under this Section 4.1(c), the amount of
such Claim so converted shall be deemed to be satisfied against the
Debtor in exchange for the corresponding Class C Units received in
the Agreed Conversion, and any corresponding lien of WHA shall be
deemed fully satisfied and released. The Debtor shall engage in and
help facilitate reasonable efforts to cause no less than $50,000 of
WHA's Class C Units to be purchased through a private transaction
by other Equity Interest Holders within 6 months after the
Effective Date. Additionally, to secure partial payment towards
such Class C Unit purchase, counsel for the Debtor, Michael Best &
Friedrich LLP, shall reserve in trust from its Allowed
Administrative Expenses (as may later be approved by the Court) the
total sum of $25,000, which shall be remitted in whole or in part
to WHA in partial satisfaction of the Class C Unit purchase in the
event and to the extent that the full amount is not purchased by
other Equity Interest Holders.
Class 4 consists of Allowed Unsecured Claims. Allowed Unsecured
Claims in Class 4 are impaired. Each Claim in Class 4 shall receive
payments equal to the following:
* A Pro Rata share of the Reorganization Fund, to be
distributed by the Plan Proponent on the Effective Date;
* Should a Liquidity Event occur within 3 years of the
Confirmation Date, Holders of an Allowed Unsecured Claim in Class 4
shall receive a Pro Rata Share of the Liquidity Event Distribution
(if any), until the unpaid balance of such Allowed Unsecured Claim
is paid in full, with no interest. Payment of the Liquidity Event
Distribution shall be subject to and subordinate to any
distribution that would be afforded to Holders of Class C Units;
* Pro Rata distributions equal to the greater of the
annualized amount of (i) the Debtor's Projected Net Disposable
Income or (ii) 75% of the Debtor's Actual Net Disposable Income per
calendar year. Such distributions, whether under sub. (i) or (ii),
shall be distributed no later than 60 days after closing the books
on December 31st each year for the calendar years 2024 through 2026
(the "Plan Period").
Members in Class 5 that hold Allowed Equity Interests in the Debtor
are unimpaired by the Plan. Holders of Allowed Equity Interests
shall retain their interests as provided for by, and subject to
further dilution as allowed by the Plan and the Debtor's
organizational documents.
Through the Plan, Holders of Allowed Equity Interests are requested
and authorized to pay into the Reorganized Debtor additional
investments in exchange for Class C Units in the Reorganized
Debtor. The Plan Proponent suggests that a minimum contribution
should be no less than 10% of such Equity Interest Holder's
original capital contribution. In exchange for such investment,
Holders that participate will receive approximately 17.32 Class C
Units in the Reorganized Debtor for every $1.00 invested.
Cash necessary to fund payments shall be from the Reorganization
Fund and the Debtor's normal business operations and cash on hand
as of the Effective Date.
A full-text copy of the Modified Plan of Reorganization dated
January 25, 2024 is available at https://urlcurt.com/u?l=0JFB7n
from PacerMonitor.com at no charge.
Counsel to Debtor:
Justin M. Mertz, Esq.,
Michael Best & Friedrich LLP
790 N. Water St., Suite 2500
Milwaukee, WI 53202
Telephone: (414) 271-656
Facsimile: (414) 277.0656
Email: jmmertz@michaelbest.com
About Wasteplace LLC
WastePlace, LLC, is a waste and recycling marketplace that connects
customers to thousands of waste management service providers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10768) on Sept. 18,
2023. In the petition signed by Gary LaBreck, chief executive
officer, the Debtor disclosed up to $50,000 in assets and up to $10
million in liabilities.
Justin M. Mertz, Esq., at Michael Best & Friedrich LLP, is the
Debtor's legal counsel.
WAYSTAR TECHNOLOGIES: Moody's Alters Outlook on B3 CFR to Positive
------------------------------------------------------------------
Moody's Investors Service changed Waystar Technologies, Inc.'s
outlook to positive from stable. At the same time, Moody's affirmed
Waystar's corporate family rating at B3 and probability of default
rating at B3-PD. Additionally, Moody's assigned a B3 to the
company's proposed amend and extend of its $2.2 billion backed
senior secured first lien term loan that includes $469 million of
incremental first lien debt and downgraded the existing backed
senior secured first lien revolving credit facility to B3 from B2.
At close, the first lien term loan total borrowings will be $2.2
billion. The company is a Kentucky-based provider of SaaS-based
healthcare revenue cycle management services.
Proceeds from the $469 million of incremental first lien term loan
will be used to repay the remaining $448 million of the company's
existing senior secured second lien term loan (unrated) and pay
related fees & expenses. The transaction will also extend the
maturity date of the first lien term loan to October 2029 from
October 2026. The revolving credit facility expiration date remains
unchanged at October 6, 2028.
The change in outlook to positive from stable and ratings
affirmation reflect Moody's view of the transaction as a positive
credit development, as it will reduce the company's overall
interest expense and extends the company's debt maturity profile,
but it is otherwise leverage neutral. Moody's considers the
company's debt to EBITDA leverage to be elevated at 7.0x after
expensing capitalized software costs for the twelve months ended
September 30, 2023 pro forma for the transaction. Moody's
anticipates that the transaction will lower the company's annual
interest expense by roughly $20 million in 2024 versus Moody's
previous forecast.
The downgrade of the first lien credit facility rating reflects the
reduction of loss absorption provided within the capital structure
by the full repayment of the second lien term loan. The first lien
now represents the preponderance of the debt obligations in the
capital structure.
RATINGS RATIONALE
Waystar's B3 CFR is constrained by high debt to EBITDA leverage of
7.0x for the twelve months ended September 30, 2023 including
expensing capitalized software costs, that Moody's expects will
improve to the low 6x range by the end of 2024, and an debt-funded
acquisition growth strategy. Notably, aside from a small tuck-in
acquisition in 3Q23, acquisition activity has been relatively
limited since the $450 million, largely-debt-financed purchase of
Patientco in August 2021. Waystar's debt is exposed to rising
interest rates, somewhat mitigated by interest rate swaps, which
limits free cash flow growth through 2024. The company operates in
a highly competitive, consolidating environment that includes many
players, some considerably larger and less leveraged than itself.
The credit profile benefits from 40%+ EBITDA margins, a good
liquidity profile, and strong organic revenue growth that Moody's
expect will be in the low double digits in 2024. The company
distinguishes itself by offering a next-generation, SaaS-based
suite of products serving a broad customer base of approximately
30,000 of small to medium sized physicians' offices, hospitals and
post-acute care facilities. Market share growth and cross-selling
opportunities should allow for healthy revenue gains and continued
excellent profitability. Moody's believes increased healthcare
spending, higher patient volumes with lower margins for healthcare
providers, costs attributed to waste and abuse, and regulatory
complexity in the billing process support demand growth for
Waystar's services.
In August 2023, the company announced that its parent, Waystar
Holding Corp., had submitted a confidential Form S-1 with the US
Securities and Exchange Commission. IPO proceeds used for debt
repayment would be a credit positive, however the impact of these
developments on the company's ratings will depend on the details of
the transaction.
Moody's expects that Waystar will maintain a good liquidity profile
over the next 12 to 18 months. Pro forma for the January 2024 debt
add-on, the company had $36 million of cash on hand and full
capacity under its $342.5 million revolving credit facility
expiring October 2028 as of December 31, 2023. Moody's anticipates
that the company will generate around $125 million of free cash
flow in 2024 or 5% to 6% of free cash flow-to-debt. Around 50% of
the company's debt is hedged against higher interest rates with one
interest rate swap will expiring in October 2024. The company
should nonetheless grow revenue and EBITDA to offset the higher
interest expense in 2025.
The B3 rating on Waystar's senior secured first lien credit
facilities reflects both the probability of default rating of B3-PD
and the application of Moody's Loss Given Default for
Speculative-Grade Companies methodology. The senior secured first
lien credit facilities benefit from the secured guarantees from all
existing and subsequently acquired domestic subsidiaries. As there
is no other meaningful debt in the capital structure, the
facilities are rated in line with the B3 CFR.
The positive rating outlook reflects Moody's expectation that
top-line growth around 9% to 10% and stable profitability will
allow for positive free cash flow and steady deleveraging to the
low 6x by the end of 2024. The outlook could be changed to stable
if the company's revenue growth slows, profitability declines from
current levels, or free cash flow deteriorates. Debt-funded
acquisition or shareholder returns that delay leverage reduction
and reduce liquidity could also lead to a change in outlook to
stable.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's believes earnings would
enable Waystar to sustain debt to EBITDA leverage below 6x, EBITDA
less capex to interest approach 2x, and if free cash flow as a
percentage of debt will be sustained in, at least the mid-single
digits.
A ratings downgrade could result if Moody's expects free cash flow
to turn negative, revenue or profitability decline, or debt to
EBITDA leverage is sustained above 8.5x. A more aggressive
financial policy, including debt-funded acquisitions or shareholder
returns could also result in a ratings downgrade.
Waystar Technologies, Inc., is a provider of SaaS-based revenue
cycle management services, focusing on healthcare claims management
and patient payment solutions for physicians' offices, small
hospitals, post-acute-care facilities, and dental offices and
Medicare-related entities. Affiliates of EQT Partners and the
Canadian Pension Plan Investment Board own approximately 75% of
Waystar, while Bain Capital, the company's owner since 2016, owns
the majority of the balance. For the twelve months ended September
30, 2023, the company generated $766 million in revenue.
The principal methodology used in these ratings was Software
published in June 2022.
WAYSTAR TECHNOLOGIES: S&P Rates New $2.2BB 1st-Lien Term Loan 'B-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to Waystar Technologies Inc.'s proposed $2.2
billion first-lien term loan due October 2029 and placed the
issue-level rating on CreditWatch with positive implications. The
'3' recovery rating indicates its expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery for the secured lenders
in the event of a payment default.
Waystar plans to use the proceeds from the proposed issuance to
refinance and extend the maturity of its existing first-lien term
loan and fully repay its second-lien term loan and will use any
remaining proceeds for general corporate purposes. The proposed
transaction is largely leverage neutral. S&P said, "We continue to
forecast the company's S&P Global Ratings-adjusted debt to EBITDA
will be in the high-6x area in 2023 before improving to the mid-6x
area by the end of 2024. We expect Waystar's full repayment of its
second-lien term loan, absent a material increase in its total
debt, will lower its interest cost burden and thus improve its cash
flow generation prospects."
S&P said, "The CreditWatch positive placement reflects the
potential that Waystar will undertake an IPO in the near term. Our
'B-' issue-level rating and '3' recovery rating on the company's
first-lien debt are unchanged, although we revised our rounded
recovery estimate to 50% from 60%. The lower rounded estimate
reflects the increase in the amount of first-lien debt--now the
vast majority of Waystar's debt structure--and the slightly higher
level of priority claims, which will be somewhat offset by the
expansion of its business relative to our prior calculations. We
plan to withdraw our ratings on the company's second-lien debt when
it is redeemed in full.
"We intend to resolve the CreditWatch when the company prices its
IPO and we can quantify the amount of proceeds it will have
available for debt repayment and assess its future financial
policy. We will also reassess our issue-level ratings on Waystar's
senior secured debt once it discloses its post-IPO capital
structure. We could consider raising our rating by one or more
notches depending on how much of the proceeds it applies toward
debt repayment and whether we believe its financial policy will
support a sustained lower level of leverage."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Waystar's capital structure comprises a $342.5 million
first-lien revolving credit facility, an $80 million priority
accounts-receivables securitization facility, and a $2.2 billion
first-lien term loan facility.
-- S&P assumes the revolver will be 85% drawn and the accounts
receivable facility will be 100% drawn at default, with an increase
in the facilities' interest margins following a breach of the
company's financial covenants.
-- Given the continued demand for its services, S&P believes
Waystar would remain a viable business and reorganize rather than
liquidate following a hypothetical payment default.
-- Consequently, S&P uses an enterprise value methodology to
evaluate its recovery prospects. S&P values the company on a
going-concern basis using a 6.5x multiple of its projected EBITDA
at default, which is consistent with the multiple used for similar
health care technology companies.
-- S&P estimates that for Waystar to default its EBITDA would need
to decline modestly from its base-case assumption, most likely due
to a loss of customers.
-- S&P's simulated default scenario assumes a default in 2026 due
to heightened competition from larger health care information
technologies (HCIT) providers or a declining need for outsourcing
as hospitals bring services in-house, which pressures the company's
revenue, cash flow, and liquidity.
Simulated default assumptions
-- Simulated year of default: 2026
-- Implied enterprise value multiple: 6.5x
-- EBITDA at emergence: $238 million
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.470
billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Priority claims from account receivable securitization
facility: $82 million
-- Collateral value available to first-lien secured creditors:
$1.389 billion
-- Secured first-lien debt: $2.528 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
WESCO: Motions for Summary Judgment Denied in Uptiering Challenge
-----------------------------------------------------------------
Douglas S. Mintz, Esq., Peter J. Amend, Esq., and Abbey Walsh,
Esq., of Schulte Roth & Zabel LLP disclosed that in two opinions
issued earlier this month, Judge Marvin Isgur of the Bankruptcy
Court of the South District of Texas denied motions for summary
judgment. The movants sought to ratify and validate Wesco's
uptiering transaction that resulted in the payment, subordination
and lien stripping of Wesco's existing pre-exchange notes. The
Court will focus at trial on whether or not the multi-step
transaction should be treated as one integrated transaction and how
to interpret certain ambiguous provisions of Wesco's note
indentures. See In re Wesco Aircraft Holdings, Inc., et al. v. SSD
Investments Ltd., No. 23-90611, 2024 WL 156211 (Bankr. S.D. Tex.
Jan. 14, 2024).
Executive Summary
In two opinions issued earlier this month, Judge Marvin Isgur of
the Bankruptcy Court of the South District of Texas denied motions
for summary judgment. The movants sought to ratify and validate
Wesco's uptiering transaction that resulted in the payment,
subordination and lien stripping of Wesco's existing pre-exchange
notes. The Court will focus at trial on whether or not the
multi-step transaction should be treated as one integrated
transaction and how to interpret certain ambiguous provisions of
Wesco's note indentures. See In re Wesco Aircraft Holdings, Inc.,
et al. v. SSD Investments Ltd., No. 23-90611, 2024 WL 156211
(Bankr. S.D. Tex. Jan. 14, 2024).
Background
Wesco Aircraft (d/b/a Incora), an aerospace hardware and service
company, issued approximately $2 billion in notes under three
Indentures -- the 2024 Secured Indenture, the 2026 Secured
Indenture and the 2027 Unsecured Indenture. The notes financed its
2019 leveraged buyout. By late 2021, the company needed more
liquidity due to business setbacks related to COVID.
To address this need, certain of Wesco's existing noteholders
offered new financing through an uptiering transaction. However,
the participating noteholders did not have the two-thirds
supermajority necessary to amend the 2026 Secured Indenture and
authorize the uptiering. The Indentures did, however, permit the
issuance of new notes by a simple majority vote. Therefore, Wesco
and the participating noteholders implemented the uptiering
transaction by:
1. Amending the Indentures by majority vote to allow for the
issuance of additional notes under the 2026 Indenture (the "3rd
Supplemental Indentures");
2. Wesco's issuance of the additional notes to the participating
noteholders under a Note Purchase Agreement;
3. Amending the Indentures again (the "4th Supplemental
Indentures"), this time with two-thirds supermajority vote due to
the participating noteholders' purchase of the additional notes, to
authorize the exchange of the participating noteholders' existing
notes for new notes with higher-priority liens and strip liens from
the remaining 2024 Notes and 2026 Notes held by non-participating
noteholders; and
4. Consummating the exchange by the Exchange Agreement.
Non-participating (formerly secured) noteholders under the 2024 and
2026 Secured Indentures and Langur Maize, a non-participating
noteholder under the 2027 Unsecured Indenture, filed lawsuits in
New York state court against Wesco, the participating noteholders
and Wilmington Savings Fund Society, FSB ("WSFS"), as the trustee
under the Indentures, challenging the uptiering transaction on
numerous grounds, including breach of contract, tortious
interference with contract and fraudulent conveyance.
In June 2023, Wesco filed for bankruptcy in the Bankruptcy Court
for the Southern District of Texas. Wesco then filed an adversary
proceeding against the non-participating noteholders seeking a
declaratory judgment that, among other things, the uptiering
transaction was valid. The non-participating noteholders filed a
counter-complaint reasserting many of the claims asserted in the
New York state court actions. All parties moved for summary
judgment.
Summary Judgment Decision
On Jan. 14, 2024, Judge Isgur issued his decision on the summary
judgment motions. He then supplemented this opinion on Jan. 23,
2024.
Courts grant summary judgment only if the moving party shows that
there is no genuine dispute of material fact and that the moving
party is entitled to judgment as a matter of law. Otherwise, the
Court should preserve those issues for a trial on the merits.
Judge Isgur denied summary judgment on most of the causes of action
alleged by the minority noteholders against Wesco and the
participating noteholders, clearing the way for a trial on whether
the uptiering transaction was valid. The Court granted summary
judgment and dismissed the causes of action alleging (i) breach of
the implied covenant of good faith and fair dealing as being
duplicative of the breach of contract claims, (ii) conversion,
because there was no property that could have been converted, (iii)
breach of contract against WSFS, as trustee, because it was
contractually protected from liability under the Indentures and
(iv) unjust enrichment claims, because the Indentures are valid
contracts.
The Court cited two principal grounds to support denial of summary
judgment on the causes of action that will proceed to trial. First,
the Court denied summary judgment of the breach of contract claims
and the tortious interference of contract claims (a component of
which is a finding of breach of contract) because disputed facts
exist regarding whether the agreements implementing the uptiering
transaction should be treated as a single, integrated transaction
and, if so, whether that would result in one or more breaches of
the Indentures. The integrated transaction doctrine provides that
when different components, or steps, of a transaction are
sufficiently interrelated, they should all be considered within the
same transaction, rather than distinct from one another. The
doctrine permits a court to elevate substance over formal labels of
the agreements based on the intent of the parties and the net
effect of the transaction as a whole.
Specifically, the Court held that whether the uptiering transaction
improperly modified the minority noteholders' collateral in a
manner adverse to them depends on whether it could be considered an
integrated transaction, as opposed to multiple transactions.
Similarly, the Court held that whether the additional notes
authorized by the 3rd Supplemental Indenture constituted a breach
of contract:
depends on whether the 2022 Transaction should be considered a
single transaction. If the 2022 Transaction was one transaction,
Wesco appears to have violated the Indentures when Wesco amended
the Secured Indentures without a two-thirds vote of the outstanding
notes. If each transaction should be viewed separately, then there
was no apparent violation.
The Court's language, emphasized above, does not provide certainty
that it would find that Wesco breached the Indentures, even if the
integrated transaction doctrine does apply. However, the Court
certainly leaves the door open for this outcome. The Court held
that resolution of the integrated transaction issue "will be based
on the parties' intentions" regarding the uptiering transactions.
Second, the Court denied summary judgment on the breach of contract
claims, including the question of whether the uptiering transaction
breached the pro rata redemption provisions of the Indentures, on
the ground that the Indentures are ambiguous. Thus, the Court will
need extrinsic evidence at trial to determine the meaning of
certain provisions of the Indentures. Most notably, Wesco and the
majority noteholders argue that the transaction was not a
redemption but, instead, an exchange pursuant to "an open market or
privately negotiated transaction", which is not required to be pro
rata among noteholders. The court ruled that there is a "genuine
dispute" regarding whether the uptiering transaction constituted a
redemption or an exchange.
Takeaways
* Courts generally have not "rubber-stamped" uptiering and
similar transactions. Disputes largely turn on the facts of a given
case -- and thus warrant a full trial typically.
* Courts continue to focus on whether each transaction complies
with the terms of the governing agreement. What may be permissible
under one agreement may be prohibited by another.
* Most courts presiding over uptiering lawsuits have rejected
claims for breach of the implied covenant of good faith and fair
dealing and have focused more on whether the transaction complied
with the indenture or credit agreement. Similarly, arguments that
uptiering transactions violate open market purchase provisions have
largely been unsuccessful.
* As these trends emerge, minority noteholders are being more
creative in their arguments to challenge uptiering transactions.
For instance, here, the minority noteholders have argued that the
exchange was actually a redemption, which can only be done pro rata
under the Wesco Indentures – rather than challenging whether the
exchange complied with the "privately negotiated transaction"
provision.
* While precedent can be instructive, any institution seeking to
protect itself from being left behind in an uptiering transaction
should carefully read the governing debt documents and understand
the potential for a borrower to implement a liability management
transaction.
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 $10
billion 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.
WHITESTONE UPTOWN: Hires Douglas M. Berman as Special Counsel
-------------------------------------------------------------
Whitestone Uptown Tower, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Law
Office of Douglas M. Berman, PLLC as special counsel.
The firm will provide counseling with respect to general business
and corporate matters, including such business and corporate
matters related to this bankruptcy case.
The firm will be paid at the rate of $500 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Douglas M. Berman, Esq., a partner at Law Office of Douglas M,
Berman, 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:
Douglas M. Berman, Esq.
LAW OFFICE OF DOUGLAS M, BERMAN, PLLC
4925 Greenville Avenue, Suite 200
Dallas, TX 75206
Tel: (214) 562-7069
Email: Doug@Dougbermanlaw.com
About Whitestone Uptown Tower
Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1,
2023. In the petition signed by Bradford Johnson, authorized
representative, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Michelle V Larson oversees the case.
Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC
represents the Debtor as legal counsel.
[*] Philadelphia Residential Tower Up for Sale
----------------------------------------------
SREA Property Management LLC will hold a receivership sale of a
61-unit, 17-story high-rise residential tower at 257 South 16th
Street, Philadelphia, Pennsylvania. For further information on the
sale, contact:
SREA Property Management LLC
1760 Market Street, Suite 900
Philadelphia, PA 19103
Alan Jovinelly
Tel: 215-636-4444
Email: ajovinelly@stocktonrea.com
Sean Myers
Tel: 267-507-1592
Email: smyers@stocktonrea.com
[*] UJA-Federation of NY to Honor Weil Gotshap, Davis Polk
----------------------------------------------------------
The UJA-Federation of New York will honor Barry M. Wolf of Weil,
Gotshal & Manges LLP and Adam L. Shpeen of Davis Polk & Wardwell
LLP at Lawyers Division Annual Event.
WHAT: Barry M. Wolf, executive partner, Weil, Gotshal &
Manges LLP, will receive the Judge Joseph M. Proskauer Award for
his outstanding professional achievement and service to the
community.
Adam L. Shpeen, partner, Davis Polk & Wardwell LLP, will receive
the James H. Fogelson Emerging Leadership Award, which is awarded
annually to a young attorney whose dedication to the field of law
and to Jewish communal leadership serves as an inspiration to
others.
WHEN: Thursday, February 15, 2024
6:00 p.m. – Cocktails
7:00 p.m. – Program
8:30 p.m. – Young Lawyers After Dark
WHERE: The Pierre
2 East 61st Street, New York City
RSVP: Required. Julie Falvo, jfalvo@rubenstein.com
About UJA-Federation of New York
Working with a network of hundreds of nonprofits, UJA extends its
reach from New York to Israel to nearly 70 other countries around
the world, touching the lives of 4.5 million people annually. Every
year, UJA-Federation provides approximately $180 million in grants.
For more information, please visit ujafedny.org.
*********
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 ***