/raid1/www/Hosts/bankrupt/TCR_Public/240202.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, February 2, 2024, Vol. 28, No. 32
Headlines
134 SOUTH WALNUT: Hires SKC Properties as Real Estate Broker
4024 INVESTORS: Seeks to Hire Fuller Law Firm as Legal Counsel
4024 INVESTORS: Seeks to Hire LG Servicing as Real Estate Broker
4TH VECTOR: Bankruptcy Administrator Unable to Appoint Committee
ALEXA & ROGER: Lender Seeks to Prohibit Cash Collateral Access
ALL AMERICA TRADING: Wins Cash Collateral Access Thru March 14
AMC ENTERTAINMENT: S&P Downgrades ICR to 'SD' on Debt Exchanges
AMERICAN LEGION: Seeks to Hire Gorski & Knowlton as Legal Counsel
AMERICAN STEAMSHIP: S&P Cuts ICR to 'BB+' Due to Capital Weakness
AMK INVESTMENT: Seeks to Hire Welch and Company as Legal Counsel
APPLIED SYSTEMS: Case Summary & 10 Unsecured Creditors
APPS INC: Affiliate Wins Cash Collateral Access Thru April 6
AUDACY INC: Hires Latham & Watkins as Bankruptcy Co-Counsel
AUDACY INC: Seeks Approval to Hire Porter Hedges as Co-Counsel
AUDACY INC: Seeks to Hire FTI Consulting as Financial Advisor
AUDACY INC: Seeks to Hire PJT Partners LP as Investment Banker
BELLAH SERVICES: Seeks to Hire Eric A. Liepins as Legal Counsel
BISCAYNE BEACH: Court OKs Interim Cash Collateral Access
BOWLERO CORP: Moody's Affirms 'B1' CFR & Alters Outlook to Negative
BRETHREN HOME: Seeks Approval to Hire Luker CPA as Accountant
BURNS ASSET: Bankruptcy Administrator Unable to Appoint Committee
BYJU'S ALPHA: Case Summary & One Unsecured Creditor
CANOO INC: Yorkville Agrees to Advance $20 Million Under PPA
CENTRAL GARDEN: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
CF SAFETY TRAINING: Seeks Cash Collateral Access
CHALLENGE MULTIFAMILY: Case Summary & 20 Top Unsecured Creditors
CONNEXA SPORTS: Regains Compliance With Nasdaq Minimum Equity Rule
CONSOL ENERGY: Moody's Affirms 'B1' CFR, Outlook Remains Stable
CPI LUXURY: Court OKs Deal on Cash Collateral Access
CRATE HOLDINGS: Seeks Cash Collateral Access
CREEKWOOD LEGACY: Wins Interim Cash Collateral Access
CSI COMPRESSCO: S&P Places 'B-' ICR on CreditWatch Positive
DEAN PARK: Case Summary & Two Unsecured Creditors
DELCATH SYSTEMS: Receives Permanent J-Code (J9248) for HEPZATO
DIVERSIFIED PANELS: Wins Cash Collateral Access Thru Feb 7
DMK PHARMACEUTICALS: All Four Proposals Approved at Annual Meeting
EDGE RIVER: Grease Monkey Files Subchapter V Case
EIGHT COPELAND: Hires Diverse Properties as Real Estate Broker
ELECTRIC LAST MILE: Co-Founders Will Face EV SPAC Deal Lawsuit
ELITE LIMOUSINE: U.S. Trustee Appoints Creditors' Committee
EXPANSION INDUSTRIES: U.S. Trustee Appoints Creditors' Committee
EYE CARE LEADERS: Says Competitors Want to Steal Clients
F & B NEGOTIATIONS: Court OKs Bid Rules for Sale of Assets
FENEX FITNESS: Wins Cash Collateral Access on Final Basis
FFP HOLDINGS: S&P Downgrades ICR to 'CCC', Outlook Negative
FLORIDIAN POOLS: Taps Mark S. Roher, PA as Bankruptcy Counsel
FTX GROUP: Appointment of Examiner Ordered by 3rd Circuit
FTX GROUP: Estate Sold Two-Thirds of Grayscale Bitcoin Trust Shares
GAUCHO GROUP: Receives $310,000 Proceeds From Private Placement
GLOBAL PROCESSING: Seeks Court Nod to Sell Properties for $5,700
GLOBAL VALUES: Wins Cash Collateral Access Thru Feb 29
GOLDEN KEY: Wins Cash Collateral Access Thru April 30
GPD COS: S&P Affirms 'B-' Issuer Credit Rating, Outlook Negative
GRAY TELEVISION: Moody's Lowers CFR to 'B2', Outlook Stable
HEYWOOD HEALTHCARE: Wins Interim Cash Collateral Access
HUMBLE & FUME: Severe Liquidity Crisis Cue CCAA Proceedings
IKON WEAPONS: Seeks to Hire Iron Horse as Auctioneer and Broker
INSPIREMD INC: Receives CE Mark Recertification Under New EU MDR
INVIVO THERAPEUTICS: Case Summary & Seven Unsecured Creditors
IRONNET INC: Cleared for Chapter 11 Plan Equity Swap
IRONNET INC: Incurs $6.84 Million Net Loss in Q2 2023
IRONNET INC: Reports $6.3 Million Net Loss in Q3 2023
IRONNET INC: Reports $9.24 Million Net Loss in Q1 2023
ITTELLA INTERNATIONAL: Unsecureds Will Get 5% of Claims in Plan
JBM SPECIALTIES: Seeks Court Nod to Sell Assets by Auction
LITTLELOGISTICS LLC: Wins Cash Collateral Access Thru Feb 17
LIVINGSTON TOWNSHIP: Taps Heritage Commercial as Real Estate Agent
LOCAL GYM: Seeks to Use Cash Collateral
LOGANSPORT MACHINE: Hires Haller & Colvin as Bankruptcy Counsel
LPHORC LLC: Seeks to Hire RLC P.A. as Bankruptcy Counsel
LTL MANAGEMENT: J&J Moves Unit to Texas, Preps Up 3rd Chapter 11
LUCENA DAIRY: Court OKs Cash Collateral Access Thru Feb 29
LUXURY AUTO: Bid to Use Cash Collateral Denied as Moot
M AND J: Wins Cash Collateral Access Thru April 4
MANTLE MATERIALS: Files Notice of Intention to Make BIA Proposal
MERCON COFFEE: Seeks to Hire Rothschild & Co as Investment Banker
MERCON COFFEE: Taps Great Southern as Chief Liquidating Officer
NATURAL DISASTER: Seeks to Hire Cynthia Fraticelli as Accountant
NEURAGENEX TREATMENT: Hires Tiffany & Bosco as Bankruptcy Counsel
NEURAGENEX TREATMENT: Taps Don Hulke of Legion Financial as CRO
NF INTERNATIONAL: Taps Robert Ward as Intellectual Property Counsel
NIGHTMARE GRAPHICS: Unsecureds Will Get 4.7% in Subchapter V Plan
NOVAVAX INC: Reduces Global Workforce by 12%
ORIGIN AGRITECH: Delays Annual Report for Year Ended Sept. 30
ORTHOCARE SOLUTIONS: Court OKs Cash Collateral Access Thru March 7
PANDORA MARKETING: Case Summary & 20 Largest Unsecured Creditors
PHOENIX GUARANTOR: Moody's Upgrades CFR to B1 Following IPO
PHUNWARE INC: L1 Capital Global Has 8.3% Stake as of Jan. 18
PINNACLE GRINDING: Case Summary & 20 Largest Unsecured Creditors
PROTO-VEST DRYERS: Seeks to Hire Fennemore Craig as Legal Counsel
READYMAX INC: Court OKs Interim Cash Collateral Access
RED RIVER SUBS: Starts Subchapter V Proceedings
REGIONAL WEST HEALTH: Fitch Affirms 'BB-' IDR, Outlook Negative
RELIABLE HEALTHCARE: Seeks to Hire Glankler Brown as Legal Counsel
REVERE POWER: S&P Lowers Senior Secured Debt Rating to 'CCC+'
RICE OIL: Court OKs Cash Collateral Access Thru Feb 29
RISE DEVELOPMENT: Seeks Cash Collateral Access
RISING STAR: Amends Plan to Include Pawnee Leasing Secured Claim
RLI SOLUTIONS: Gets Court Nod to Sell Property by Public Auction
RYJA GROUP: Case Summary & 20 Largest Unsecured Creditors
SHARP SERVICES: Moody's Lowers Rating on First Lien Loans to 'B3'
SIMPLIFIED SOFTWARE: Case Summary & 20 Top Unsecured Creditors
SPARTAN GROUP: Taps Brad Walker as Chief Restructuring Officer
STENSON LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors
STIMWAVE TECHNOLOGIES: Former CEO Wants Chapter 11 Case Stayed
TAAT INTERNATIONAL: Unsecureds Will Get 5 Cents on Dollar in Plan
TERRAFORM LABS: Hits Chapter 11 Bankruptcy Protection
U.S. CREDIT: Seeks to Hire Burns & Levinson as Special Counsel
ULTIMATE JETCHARTERS: U.S. Trustee Appoints Creditors' Committee
UPHEALTH: In Talks With Creditors on Chapter 11 Plan Full Payment
USA RV: Bankruptcy Administrator Unable to Appoint Committee
VESTIS CORP: Moody's Assigns First Time 'Ba2' CFR
VESTIS CORP: S&P Assigns 'BB' ICR on Term Loan Refinancing
VETERANS MFG: Unsecureds Will Get 21% of Claims over 5 Years
VG IMPERIAL: Court OKs Cash Collateral Access Thru April 1
VMR CONTRACTORS: Unsecureds to Recover 5% to 10% in Plan
VOLUME INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
WESTERN CONCRETE: Case Summary & 20 Largest Unsecured Creditors
WEWORK INC: Hires Hilco Real Estate as Consultant and Advisor
WOODLAND PLACE: Voluntary Chapter 11 Case Summary
YOGOLD USA: Hires Deschenes & Associates as Bankruptcy Counsel
[] BOOK REVIEW: Management Guide to Troubled Companies
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134 SOUTH WALNUT: Hires SKC Properties as Real Estate Broker
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134 South Walnut Street, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ SKC
Properties as its real estate broker.
The firm will assist with marketing and selling certain real
property located at 134-136 South Walnut Street, Quincy,
Massachusetts.
The broker will receive a commission equal to 5 percent of the
purchase price of the real property.
SKC Properties is a "disinterested person" within the meaning of 11
U.S.C. 101(14), according to court filings.
The broker can be reached through:
Scott Kenton
SKC Properties
Belmont, MA
About 134 South Walnut Street, LLC
134 South Walnut Street, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Mass. Case No. 23-11823) on November 6, 2023,
disclosing under $1 million in both assets and liabilities.
The Debtor is represented by MURPHY & KING, PROFESSIONAL
CORPORATION.
4024 INVESTORS: Seeks to Hire Fuller Law Firm as Legal Counsel
--------------------------------------------------------------
4024 Investors, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to employ The Fuller Law
Firm, P.C. as counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of the case;
(c) take all necessary action to protect and preserve the
Debtor's estate;
(d) prepare on behalf of the Debtor all legal papers;
(e) negotiate and prepare on the Debtor's behalf a plan for
reorganization, disclosure statement, and all related agreements
and documents and take any necessary action on behalf of the Debtor
to obtain confirmation of such plan;
(f) advise the Debtor in connection with the possible sale or
any possible re-finance of its assets;
(g) appear before the court and the U.S. Trustee and protect
the interest of the Debtor's estate before such courts and the U.S.
Trustee; and
(h) perform all other necessary legal services and provide all
other necessary legal advice to the Debtor in connection with its
Chapter 11 case.
The firm will be paid at these rates:
Lars T. Fuller, Attorney $505 per hour
Joyce Lau, Attorney $425 per hour
Rodrigo Franco, Certified Paralegal $125 per hour
The firm received from the Debtor a retainer of $10,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Lars Fuller, Esq., an attorney at 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:
Lars T. Fuller, Esq.
THE FULLER LAW FIRM, PC
60 No. Keeble Ave.
San Jose, CA 95126
Telephone: (408) 295-5595
Facsimile: (408) 295-9852
Email: admin@fullerlawfirm.net
About 4024 Investors, LLC
4024 Investors is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)).
4024 Investors, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankrutpcy Code (Bankr. N.D. Cal. Case No.
24-50004) on Jan 3, 2024, listing $1 million to $10 million in both
assets and liabilities. The petition was signed by Daniel Shaw as
manager.
Judges Stephen L. Johnson presides over the case.
Lars Fuller, Esq. at THE FULLER LAW FIRM PC represents the Debtor
as counsel.
4024 INVESTORS: Seeks to Hire LG Servicing as Real Estate Broker
----------------------------------------------------------------
4024 Investors, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire Art Sanchez of LG
Servicing, Inc. as broker to list its real property at 1248 Harriet
Ave. Campbell, CA 95008.
The broker will receive compensation at the rate of 5 percent of
the gross sales price.
LG Servicing, Inc. does not hold or represent any interest
materially adverse to the interest of the estate, according to
court filings.
The firm can be reached through:
Art Sanchez
LG Servicing, Inc.
15700 Winchester Blvd.
Los Gatos, CA 95030
Phone: (408) 426-7485
About 4024 Investors, LLC
4024 Investors is a Single Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)).
4024 Investors, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
24-50004) on Jan. 03, 2024, listing $1,000,001 to $10 million in
both assets and liabilities. The petition was signed by Daniel Shaw
as manager.
Judge Stephen L. Johnson presides over the case.
Lars Fuller, Esq. at THE FULLER LAW FIRM PC represents the Debtor
as counsel.
4TH VECTOR: Bankruptcy Administrator Unable to Appoint Committee
----------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
4th Vector Technologies, LLC.
About 4th Vector Technologies
4th Vector Technologies, LLC is an industrial equipment supplier in
Raleigh, N.C.
The Debtor filed Chapter 11 petition (Bankr. E.D. N.C. Case No.
24-00021) on Jan. 2, 2024, with as mcuh as $10 million in both
assets and liabilities. Robert Couture, CTO and managing member,
signed the petition.
Judge Pamela W. McAfee oversees the case.
William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC,
represents the Debtor as legal counsel.
ALEXA & ROGER: Lender Seeks to Prohibit Cash Collateral Access
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Fairbridge Strategic Capital LLC asks the U.S. Bankruptcy Court for
the Eastern District of New York to prohibit Alexa & Roger Inc.
from using cash collateral.
Fairbridge is the holder of a secured claim against the Debtor's
real property known as and located at 381 Myrtle Avenue, Brooklyn,
New York 11205, in the amount of approximately $2.8 million.
More than one month has passed since the filing of the Debtor's
Chapter 11 petition, and the Debtor has not only failed to make any
adequate protection payments to Fairbridge, but it has also been
using Fairbridge's cash collateral without consent despite
Fairbridge's filing a notice of interest in cash collateral with
the Court on December 26, 2024.
Fairbridge also seeks an order prohibiting the Debtor from using
cash collateral and requiring the Debtor to segregate cash
collateral for the benefit of Fairbridge. The relief requested in
the motion is urgently needed to protect Fairbridge's interests in
the cash collateral before it vanishes because of misuse,
misappropriation, or diversion to third parties.
A copy of the motion is available at https://urlcurt.com/u?l=lxqakY
from PacerMonitor.com.
About Alexa & Roger
Alexa & Roger Inc. owns a mixed use, non-owner occupied, commercial
building (store and two apartments) located at 381 Myrtle Avenue,
Brooklyn, N.Y., having a comparable sale value of $3.4 million.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-44441) on Dec. 1,
2023, with $1 million to $10 million in both assets and
liabilities. Roger A. Bradshaw, president, signed the petition.
Judge Jil Mazer-Marino oversees the case.
Richard S Feinsilver, Esq., represents the Debtor as legal counsel.
ALL AMERICA TRADING: Wins Cash Collateral Access Thru March 14
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized All America Trading, LLC to use cash
collateral on an interim basis through March 14, 2024.
In order to successfully navigate through portions of the pandemic,
the Debtor needed to quickly access cash, and had to reach out to
Merchant Cash Advance lenders. The quick infusion of capital helped
the Debtor move its banana inventory, but the repayment terms,
coupled with the income disruption from Covid, forced the Debtor to
head down a spiral with additional MCA lenders that quickly
multiplied. As such, there are numerous MCA lenders that allegedly
have "secured" liens on the Debtor's cash collateral, including:
a. AJ Equity Group LLC has a lien on the Debtor's cash collateral,
up to $197,436. AJ also has a garnished lien on one of the Debtors'
pre-petition bank accounts.
b. Advance Servicing Inc. has a lien on the Debtor's cash
collateral, up to $30,000.
c. Capybara Capital, LLC has a lien on the Debtors' cash
collateral, up to $101,824.
d. Preferred Funding, LLC has a lien on the Debtor's cash
collateral, up to $36,000.
e. RDM Capital Funding, LLC d/b/a FinTap has a lien on the Debtor's
cash collateral, up to $103,591.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court; and (b) the current and
necessary expenses set forth in the budget, plus an amount not to
exceed 10% for each line item.
Each creditor with a security interest in cash collateral will have
a perfected post-petition lien against cash collateral to the same
extent and with the same validity and priority as the prepetition
lien, without the need to file or execute any document as may
otherwise be required under applicable non bankruptcy law.
The continued hearing on the matter is set for March 14 at 2 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=cJ4769 from PacerMonitor.com.
The budget provides for total operating expenses, on a monthly
basis, as follows:
$385,282 for February 2024; and
$410,272 for March 2024.
About All America Trading
All America Trading LLC is is a Florida limited liability company
whose primary place of business is in Orlando, Orange County,
Florida. AAT exports bananas globally. It works virtually out of
the apartment of the principal of AAT, Joe Mudar, who is the 100%
owner of AAT.
All America Trading LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-02876) on August 11, 2022. In the petition filed by
Mudar Y. Mahmoud, as owner, the Debtor reported assets between
$500,000 and $1 million and liabilities between $500,000 and $1
million.
Judge Grace E. Robson oversees the case.
Aaron R. Cohen has been appointed as Subchapter V trustee. Adina L
Pollan, Esq., at McGlinchey Stafford, is the Debtor's counsel.
AMC ENTERTAINMENT: S&P Downgrades ICR to 'SD' on Debt Exchanges
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on AMC
Entertainment Holdings Inc. to 'SD' (selective default) from 'CCC+'
and its issue-level rating on its second-lien notes due 2026 to 'D'
from 'CCC-'.
In the fourth quarter of 2023, AMC Entertainment completed a series
of exchanges of $123 million aggregate principal amount of its
second-lien notes due 2026 for common equity.
S&P said, "The downgrade follows AMC's completion of transactions
that we view as distressed and tantamount to a default. AMC
completed a series of debt-for-equity exchanges through the fourth
quarter of 2023. In total, the company exchanged $123 million of
its 10%/12% cash/payment in kind (PIK) second-lien notes due 2026
for approximately 16.7 million shares of its Class A common stock.
In our view, this transaction is a distressed exchange and
tantamount to a default because lenders will receive less than the
original promise of the securities due to the deferral of payment
and subordination, which is not offset by adequate compensation. We
also view AMC's capital structure as unsustainable and subject to
default risk given its heavy debt burden and muted free operating
cash flow.
"In addition, during the fourth quarter of 2023, the company
repurchased $50 million of its second-lien notes due 2026 for an
average discount of approximately 20%. In our view, these
repurchases are not significant but, in tandem with the debt for
equity swaps, represent lenders receiving less than the original
promise of the securities.
"We intend to review our ratings on AMC, including our issuer
credit and issue-level ratings, over the next week. We intend
to review our ratings on the company over the next week to
incorporate the debt exchanges, recent events, and our
forward-looking opinion of its creditworthiness. We will most
likely raise our issuer credit rating back into the 'CCC' category,
reflecting the longer-term issues surrounding the sustainability of
its capital structure and the risk of further distressed
exchanges."
AMERICAN LEGION: Seeks to Hire Gorski & Knowlton as Legal Counsel
-----------------------------------------------------------------
American Legion Ambulance Association, Inc. seeks approval from the
U.S. Bankruptcy Court for the District of New Jersey to hire Gorski
& Knowlton PC to handle its Chapter 11 case.
The hourly rates charged by the firm's attorneys and paralegals
are
as follows:
Carol Knowlton $425 per hour
Allen Gorski $425 per hour
Paralegal $200 per hour
The firm received an initial retainer in the amount of $10,000.
Carol Knowlton, Esq., an attorney at Gorski & Knowlton, disclosed
in a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Carol L. Knowlton, Esq.
GORSKI & KNOWLTON PC
311 Whitehorse Ave, Suite A
Hamilton, NJ 08610
Tel: (609) 964-4000
Fax: (609) 528-0721
E-mail: cknowlton@gorskiknowlton.com
About American Legion
Ambulance Association, Inc.
American Legion is a non-profit company that provides Emergency
Medical Services in several Salem County, NJ municipalities along
with non-emergency medical transportation.
American Legion Ambulance Association, Inc. filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Case No. 24-10714) on Jan. 26, 2024. In the petition signed
by Charles McSweeney as President of EMS Consulting Services, the
Debtor disclosed $1,323,086 in liabilities.
Carol L. Knowlton, Esq. at GORSKI & KNOWLTON PC represents the
Debtor as counsel.
AMERICAN STEAMSHIP: S&P Cuts ICR to 'BB+' Due to Capital Weakness
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term financial strength and
issuer credit ratings on American Steamship Owners Mutual P&I Assn.
Inc. (American Club) to 'BB+' from 'BBB-'. The outlook is stable.
Impact Of Revised Capital Model Criteria
Capital adequacy under the revised capital model criteria was
pressured due our recalibration of marine protection and indemnity
premium and reserve risk capital requirements.
The total adjusted capital under the revised methodology has
remained relatively unchanged since the benefit of loss reserve
discounting was minimal.
The recalibration of S&P's asset risk capital charges to higher
confidence levels leads to a slight general increase in asset risk
charges.
The stable outlook indicates S&P's expectation that American Club
will sustain its satisfactory competitive position and continue
improving its operating performance, and that its capital position
will not improve materially.
S&P said, "We could lower our ratings if American Club's capital
adequacy falls below the 99.5% confidence level or its competitive
position shows weakness.
"We are unlikely to raise the ratings in the next six to 12 months.
Any upgrade would depend on significant improvement in American
Club's financial risk profile, primarily through improved capital
adequacy.
"We downgraded American Club owing to weaker capitalization
relative to peers and, in our view, the company's inability to
generate sufficient underwriting earnings that would be capital
accretive. We expect American Club's capitalization to improve
marginally through 2025.
"Our view of American Club's capital and earnings incorporates the
supplementary calls for the 2019-2022 policy years that will be
collected during our three-year forecast period. But even with the
ability to recoup losses through supplementary calls, the company
is likely to, in our view, take actions to maintain a capital base
close to those of its P&I club peers. Additionally, the absolute
size of the club's capital base limits our assessment of its
financial risk and the rating.
"In our view, American Club, which has operated for more than 100
years, has carved out a niche in the small-to-midsize
ship-operators market. As part of the IG, American Club's members
have proved loyal, with retention in the mid-90%. While risk
exposure is marine focused, business written is well diversified
geographically, with risks spread across global sea lanes and
ports.
"We have removed the beneficial notch to our financial strength
rating on American Club because, while the company's operating
performance historically has not been materially different from
that of peers rated 'BBB' and 'A-', the company's capital has been
much weaker over a sustained period."
AMK INVESTMENT: Seeks to Hire Welch and Company as Legal Counsel
----------------------------------------------------------------
AMK Investment Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to hire Welch
and Company, LLC as its counsel.
The firm will render these services:
a. prepare petition, schedules and statements and any
amendments;
b. prepare client for duties while in a Chapter 11
bankruptcy;
c. attend at Initial Debtor Interview scheduled by the Office
of the United States Trustee and facilitation of Debtor's
requirements for the IDI meeting, attendance at any initial status
conference as directed by the court, and attendance at the Sec. 341
meeting of creditors.;
d. draft and prepare first day motions, employment
applications, and other related pleadings;
e. manage the receipt, review, and filing of Monthly Operating
Reports and any other documents, reports, or filings that Debtor is
required to submit;
f. prepare applications for compensation of WELCH and any
other professionals that may be employed by the estate;
g. prepare pleadings related to sale applications or valuation
motions, if any;
h. attend hearings and meetings not otherwise designated
above;
i. negotiate with creditors regarding critical aspects of the
Chapter 11 proceeding and the confirmation process;
j. consult with the Debtor regarding the Chapter 11 proceeding
and advising the responsible party regarding various aspects of the
matter;
k. consult with professionals who the estate may need to
hire;
l. prepare the Combined Plan and Disclosure Statement and
ballots and service upon creditors; and
m. file and represent during any adversary proceedings that
may arise;
n. all other responsibilities and duties of counsel not
specified here will also be undertaken by WELCH.
Welch's hourly rates are as follows:
Eric C. Welch, Attorney $250
Gregory Smith, Attorney $250
Synthia Kendall, Paralegal $125
Lisa Hancock, Legal Assistant $70
In addition, Welch will seek reimbursement for out-of-pocket
expenses.
The firm received an initial retainer of $5,762.
Eric Welch, Esq., a member of Welch, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric C. Welch, Esq.
WELCH & COMPANY, LLC
400 N. High Street, Suite 201
Munich, IN 47305
Telephone: (765) 282-9501
Facsimile: (765) 282-9505
About AMK Investment Properties
AMK Investment Properties, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
24-00099) on Jan. 9, 2024, listing $100,001 to $500,000 in both
assets and liabilities.
Judge James M Carr oversees the case.
Eric C. Welch, Esq. at Welch, Gregg & Company, LLC represents the
Debtor as counsel.
APPLIED SYSTEMS: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: Applied Systems Marketing L.L.C.
41-49 Forest Avenue
Glen Cove, NY 11542
Business Description: The Debtor is engaged in activities related
to real estate. The Debtor owns three
properties in Forest Avenue, Glen Cove, NY
valued at $8.35 million.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-70422
Judge: Hon. Louis A Scarcella
Debtor's Counsel: Richard J. McCord, Esq.
CERTILMAN BALIN ADLER & HYMAN, LLP
90 Merrick Avenue
East Meadow, NY 11554
Tel: (516) 296-7000
Fax: (516) 296-7801
Email: rmccord@certilmanbalin.com
Total Assets: $8,762,520
Total Liabilities: $7,783,424
The petition was signed by James R. Fitzgerald as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/BDGMFTQ/Applied_Systems_Marketing_LLC__nyebke-24-70422__0001.0.pdf?mcid=tGE4TAMA
APPS INC: Affiliate Wins Cash Collateral Access Thru April 6
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, Hartford
Division, authorized Market Share, Inc., an affiliate of Apps,
Inc., to use cash collateral on an interim basis in accordance with
the budget until April 6, 2024.
Market Share has an immediate need to obtain authorization to use
cash collateral on an emergency basis.
As previously reported by the Troubled Company Reporter, Market
Share obtained a Small Business Express Matching Grant from the
Connecticut Department of Economic and Community Development in the
amount of $100,000 on June 24, 2014. At the same time, Market Share
borrowed $221,700 from the DECD to build-out, remodel, and relocate
three stores. The DECD loan balance is approximately $43,993. The
DECD loan is secured by an all asset UCC-1 filing against Market
Share.
In addition to the DECD loan, Market Share borrowed $100,000 from
TD Bank, N.A. The TD Bank loan is guaranteed by Apps2. The TD Bank
loan balance is approximately $96,689. The TD Bank loan is secured
by an all asset UCC-1 filing against Market Share.
Both Debtors, along with a related non-debtor entity Singular
Leaseholdings, entered into two loans with Newtek Small Business
Finance, LLC in 2018. The Debtors owe Newtek a total of
approximately $1.8 million to Newtek. The Newtek loans are secured
by an all asset UCC-1 filing against both Debtors.
In addition to the above debt, Market Share was approved for
emergency COVID19 assistance in 2020. It received a U.S. Small
Business Administration Economic Injury Disaster Loan in the
approximate amount of $500,000. The SBA EIDL loan balance is
approximately $498,250 and is secured by a UCC-1 filing against
Market Share. Channel Partners Capital, LLC also lent approximately
$150,000 to Market Share on September 14, 2022. Channel filed a
UCC-1 filing more than a year later on September 26, 2023. ODK
Capital LLC loaned Market Share $250,000 on March 24, 2023. The ODK
Capital loan is secured by a UCC-1 filing. EBF Holdings, LLC, d/b/a
Everest Business Funding loaned Market Share $50,000 on August 3,
2023. Everest filed a UCC-1 filing on September 7, 2023.
The following parties-in-interest may claim an interest in the
Debtors' "cash collateral," as that term is defined by Bankruptcy
Code Section 363(a):
a. DECD;
b. TD Bank;
c. Newtek;
d. SBA;
e. Channel;
f. ODK Capital; and
g. Everest.
The court said, in exchange for the continued use of cash
collateral by Market Share, the Claimants are granted senior
security interests in, and liens upon, to attach to the same
validity, extent, and priority that the Claimants possess as to
said liens on the Petition Date, but only to the extent the amount
of their respective secured position erodes in value, all personal
property and real estate.
The liens of the Claimants and any Replacement Liens, and any
priority to which the Claimants may be entitled or become entitled
under section 507(b) of the Bankruptcy Code, will be forever
subject to (i) amounts payable pursuant to 28 U.S.C. section
1930(a)(6) and any fees payable to the Clerk of the Court; (ii)
liens for taxes owed to governmental entities, including sales and
withholding taxes to the extent such liens have priority over the
liens and Replacement Liens of the Secured Creditors under
applicable non-bankruptcy law; (iii) the allowed administrative
claims of attorneys and other professionals retained by the Debtors
in these Chapter 11 cases pursuant to section 327 accrued during
any cash collateral periods in the amounts of $10,000 for the
Debtors' proposed counsel Green & Sklarz LLC (inclusive of its
prepetition retainer); (iv) the allowed administrative claims of
George Purtill, Subchapter V trustee, accrued during any cash
collateral periods in the amount of $2,500; and (v) amounts due and
owing to the Debtors' employees for post-petition wages, accrued
during all cash collateral periods not to exceed the priority
amount of said claims pursuant to 11 U.S.C. section 507(a)(4).
A hearing to consider the continued preliminary use of cash
collateral is set for April 3, 2024 at 3 p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=JrvhE4 from PacerMonitor.com.
The Debtor projects total paid out, on a weekly basis, as follows:
$2,833 for the week ending February 10, 2024;
$26,837 for the week ending February 17, 2024; and
$26,837 for the week ending February 24, 2024.
About Apps, Inc.
Apps, Inc. sell AT&T service plans, devices, and accessories to
both individual consumers and businesses.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 23-20895) on November 3,
2023. In the petition signed by Gordon H. Newton, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge James J. Tancredi oversees the case.
Jeffrey M. Sklarz, Esq., at Green & Sklarz LLC, oversees the case.
AUDACY INC: Hires Latham & Watkins as Bankruptcy Co-Counsel
-----------------------------------------------------------
Audacy Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Latham & Watkins LLP as its bankruptcy co-counsel.
The firm will render these services:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their businesses and properties;
b. advise and consult on the conduct of the Chapter 11 Cases,
including all of the legal and administrative requirements of
operating in chapter 11;
c. advise the Debtors and take all necessary action to protect
and preserve the Debtors' estates, including prosecuting actions on
the Debtors' behalf, defending any action commenced against the
Debtors, and representing the Debtors' interests in negotiations
concerning litigation in which the Debtors are involved;
d. represent the Debtors in connection with obtaining
authority to continue using cash collateral and to procure
postpetition financing;
e. attend meetings and negotiate with representatives of
creditors, interest holders, and other parties in interest;
f. analyze executory contracts and unexpired leases and
potential assumptions, assignments, or rejections of such contracts
and leases;
g. prepare pleadings in connection with the Chapter 11 Cases,
including motions, applications, answers, orders, reports, and
papers necessary or otherwise beneficial to the administration of
the Debtors' estates;
h. advise the Debtors in connection with any potential sale of
assets;
i. take necessary action on behalf of the Debtors to obtain
approval of the Disclosure Statement and confirmation of the Plan;
j. appear before this Court or any appellate courts to protect
the interests of the Debtors' estates before those courts;
k. advise on corporate, litigation, finance, tax, employee
benefits, and other legal matters; and
l. perform all other necessary legal services for the Debtors
in connection with the Chapter 11 Cases.
The firm will be paid at these rates:
Partners $1,495 to $2,455 per hour
Counsel $1,430 to $1,860 per hour
Associates $760 to $1,505 per hour
Professional Staff $230 to $1,130 per hour
Paralegals $325 to $710 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The firm's current hourly rates for services rendered
on behalf of the Debtors are set forth above. These rates have been
used since January 1 of this year. During the prior calendar year,
L&W used the following rates for services rendered on behalf of the
Debtors: $1,360 to $2,175 for partners; $1,335 to $1,460 for
counsel; $705 to $1,285 for associates; $375 to $505 for
professional staff; and $330 to $545 for paralegals. All material
financial terms have otherwise remained unchanged since the
prepetition period, except for a postpetition 50% discount for
non-working travel time.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: In connection with the DIP Facility, the firm
prepared a budget that was approved by the Debtors.
Caroline Reckler, Esq., a partner at Latham & Watkins 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:
Caroline A. Reckler, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
Email: george.davis@lw.com
About Audacy Inc.
Philadelphia, Pa.-based Audacy Inc., formerly Entercom
Communications Corp., is a multi-platform audio content and
entertainment company with a collection of local music, news and
sports brands, a premium podcast creator, major event producer, and
digital innovator. At its core, Audacy's business is creating
premium audio content, including news programming, sports radio,
music stations, and podcasts, and then distributing that content to
listeners by radio broadcast, podcasts, and other digital means.
As of Sept. 30, 2023, the Company had $2.79 billion in total assets
and $2.66 billion in total liabilities.
Audacy and its affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on
Jan. 7, 2024 with a Prepackaged Plan that will reduce debt from
$1.9 billion to approximately $350 million.
Judge Christopher M. Lopez oversees the cases.
LATHAM & WATKINS LLP and PORTER HEDGES LLP serve as the Debtors'
legal counsel. PJT PARTNERS LP is the investment banker, and FTI
CONSULTING, INC., is the financial advisor. EPIQ CORPORATE
RESTRUCTURING is the claims agent.
AUDACY INC: Seeks Approval to Hire Porter Hedges as Co-Counsel
--------------------------------------------------------------
Audacy Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Porter Hedges LLP as their co-counsel.
The firm will render these services:
a. provide legal advice and services regarding local rules,
practices, and procedures;
b. provide certain services in connection with administration
of the chapter 11 cases, including, without limitation, preparing
agendas, hearing notices and hearing binders of documents and
pleadings;
c. review and comment on proposed drafts of pleadings to be
filed with the Court as bankruptcy co-counsel to the Debtors;
d. provide legal advice with respect to the Debtors' rights
and duties as debtors in possession and continued business
operations;
e. assist, advise and represent the Debtors in analyzing the
Debtors' capital structure, investigating the extent and validity
of liens, cash collateral stipulations or contested matters;
f. assist, advise and represent the Debtors in any cash
collateral and/or post petition financing transactions;
g. assist, advise and represent the Debtors in the preparation
of sale and bid procedures to auction the Debtors' assets;
h. assist, advise and represent the Debtors in any manner
relevant to preserving and protecting the Debtors' estates;
i. prepare on behalf of the Debtors all necessary
applications, motions, answers, orders, reports, and other legal
papers;
j. appear in Court and to protect the Debtors' interests
before the Court;
k. at the request of the Debtors, appear in Court and at any
meeting with the U.S. Trustee and any meeting of creditors at any
given time on behalf of the Debtors as their bankruptcy co-counsel;
and
l. provide other legal advice and services, as requested by
the Debtors, from time to time.
The firm will be paid at these rates:
Partners $520 to $1,100 per hour
Counsels $400 to $1,100 per hour
Associates $420 to $805 per hour
Paraprofessionals $310 to $470 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
Porter Hedges received a retainer in the amount of $225,000.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Fee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Except as otherwise set forth in the Engagement
Letter, the firm has not agreed to any variations from, or
alternatives to, its standard billing arrangements for this
engagement.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments or
discounts offered during the 12 months prepetition. If your billing
rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Response: Porter Higgins was retained in September 2023 but its
standard rates were changed as of Jan. 1, 2024. Porter Higgins'
rates for timekeepers for its prepetition engagement on this matter
were, for the period of Sep. 27, 2023 to Dec. 31, 2023, from $500
to $1,000 for partners, $475 to $900 for counsel, $395 to $775 for
associates and staff attorneys, and $300 to $445 for
paraprofessionals.
John Higgins , Esq., a partner at Porter Hedges, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John F. Higgins , Esq.
PORTER HEDGES LLP
1000 Main St., 36th Floor
Houston, TX 77002
Telephone: (713) 226-6648
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
About Audacy Inc.
Philadelphia, Pa.-based Audacy Inc., formerly Entercom
Communications Corp., is a multi-platform audio content and
entertainment company with a collection of local music, news and
sports brands, a premium podcast creator, major event producer, and
digital innovator. At its core, Audacy's business is creating
premium audio content, including news programming, sports radio,
music stations, and podcasts, and then distributing that content to
listeners by radio broadcast, podcasts, and other digital means.
As of Sept. 30, 2023, the Company had $2.79 billion in total assets
and $2.66 billion in total liabilities.
Audacy and its affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on
Jan. 7, 2024 with a Prepackaged Plan that will reduce debt from
$1.9 billion to approximately $350 million.
Judge Christopher M. Lopez oversees the cases.
LATHAM & WATKINS LLP and PORTER HEDGES LLP serve as the Debtors'
legal counsel. PJT PARTNERS LP is the investment banker, and FTI
CONSULTING, INC., is the financial advisor. EPIQ CORPORATE
RESTRUCTURING is the claims agent.
AUDACY INC: Seeks to Hire FTI Consulting as Financial Advisor
-------------------------------------------------------------
Audacy Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ FTI
Consulting, Inc. as its financial advisor.
The firm's services include:
Consulting and Advisory Services:
-- assistance with the development of management incentive and
employee retention plans that may be required to maintain key
individuals and continuity through a transaction;
-- assistance with contingency planning, including preparation
of associated required financial and operating information,
assistance with operational readiness and due diligence support for
any new financing in connection with such contingency plans;
-- assistance with business plan projections and scenarios as
needed to support management and the Debtors' investment banker
with developing strategic and operational alternatives, and
negotiations with lenders and/or new investors;
-- assistance with preparation of cash and liquidity
forecasts, including a rolling 13-week cash flow forecast, cash
receipts and disbursement analyses, and budget vs. actual
reporting;
-- assistance with sizing/budgeting for contingency reserves
and developing strategies to conserve cash, preserve optionality
and extend liquidity runway;
-- assistance with the development of creditor, customer and
employee communications plans;
-- provision of such other advisory services as may be agreed
upon by FTI and the Debtors.
Postpetition Services:
-- assistance with the preparation of financial related
disclosures required by the Court, including Monthly Operating
Reports;
-- assistance with the identification and implementation of
short-term cash management procedures;
-- assistance and advice with respect to the identification of
core business assets and the disposition of assets or liquidation
of unprofitable operations;
-- assistance with the identification of executory contracts
and leases and performance of cost/benefit evaluations with respect
to the assumption or rejection of each;
-- assistance in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which Court
approval is sought;
-- attendance at meetings and assistance in discussions with
potential investors, banks, secured lenders, any official
committee(s) appointed in these Chapter 11 Cases, the U.S. Trustee,
other parties in interest and professionals hired by the same, as
requested;
-- analysis of creditor claims by type, entity and individual
claim, including assistance with development of databases, as
necessary, to track such claims;
-- assistance in the preparation of information and analysis
necessary for the confirmation of a plan in these chapter 11
proceedings; and
-- render such other general business consulting or such other
assistance as Debtors' management or counsel may deem necessary
that are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding.
The firm will be paid at these rates:
Senior Managing Directors
Directors / Senior Directors $1095 to 1,495 per hour
Managing Directors $825 to 1,100 per hour
Consultants/Senior Consultants $450 to 790 per hour
Administrative / Paraprofessionals $185 to 370 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Heath Gray, a senior managing director at FTI Consulting, Inc.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Heath C. Gray
FTI CONSULTING INC.
1166 Avenue of the Americas, 15th Floor
New York, NY 10036
Tel: (646) 717 3123
Fax: (212) 841-9350
Email: heath.gray@fticonsulting.com
About Audacy Inc.
Philadelphia, Pa.-based Audacy Inc., formerly Entercom
Communications Corp., is a multi-platform audio content and
entertainment company with a collection of local music, news and
sports brands, a premium podcast creator, major event producer, and
digital innovator. At its core, Audacy's business is creating
premium audio content, including news programming, sports radio,
music stations, and podcasts, and then distributing that content to
listeners by radio broadcast, podcasts, and other digital means.
As of Sept. 30, 2023, the Company had $2.79 billion in total assets
and $2.66 billion in total liabilities.
Audacy and its affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on
Jan. 7, 2024 with a Prepackaged Plan that will reduce debt from
$1.9 billion to approximately $350 million.
Judge Christopher M. Lopez oversees the cases.
LATHAM & WATKINS LLP and PORTER HEDGES LLP serve as the Debtors'
legal counsel. PJT PARTNERS LP is the investment banker, and FTI
CONSULTING, INC., is the financial advisor. EPIQ CORPORATE
RESTRUCTURING is the claims agent.
AUDACY INC: Seeks to Hire PJT Partners LP as Investment Banker
--------------------------------------------------------------
Audacy Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ PJT
Partners LP as investment banker.
The firm will render these services:
a. assist in the evaluation of the Debtors' businesses and
prospects;
b. assist in the evaluation of the Debtors' long-term business
plan and related financial projections;
c. assist in the development of financial data and
presentations to the Board, various creditors, and other third
parties;
d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;
e. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those stakeholders
impacted by the Restructuring;
f. provide strategic advice with regard to restructuring or
refinancing the Debtors' Obligations;
g. evaluate the Debtors' debt capacity and alternative capital
structures;
h. advise the Debtors and participate in negotiations among
the Debtors and their creditors in respect of a potential
Restructuring;
i. assist in arranging financing for the Debtors, as
requested;
j. provide expert witness testimony in connection with the
Chapter 11 Cases concerning any of the subjects encompassed by the
other investment banking services;
k. assist and advice the Debtors concerning the terms,
conditions and impact of any proposed Restructuring and/or Capital
Raise; and
l. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of a
transaction similar to a potential Restructuring and/or Capital
Raise, as requested and mutually agreed.
The firm will be compensated as follows:
a. Monthly Fee. The Debtors shall pay PJT a monthly advisory
fee (the "Monthly Fee") in the amount of $175,000 per month. Fifty
percent (50 percent) of all Monthly Fees paid to PJT after the
sixth Monthly Fee has been paid (i.e., after $1,050,000 on account
of Monthly Fees has been paid) and until the twelfth Monthly Fee
has been paid (i.e. until $2,100,000 on account of Monthly Fees has
been paid) shall be credited, only once and without duplication,
against any Restructuring Fee or Capital Raising Fee payable under
the Engagement Letter. For the avoidance of doubt, the maximum
total amount of crediting of Monthly Fees against any other fees
shall be $525,000 in the aggregate;
b. Capital Raising Fee. The Debtors shall pay a capital
raising fee (the "Capital Raising Fee") for any Capital Raise,
earned and payable upon the closing of such Capital Raise. The
Capital Raising Fee will be calculated as:
-- 1.0 percent of the total issuance and/or committed
amount of first lien secured debt financing, including any such
financing secured by accounts receivable (an "A/R Financing")
(including any A/R Financing where DZ Bank AG Deutsche
ZentralGenossenschaftsbank, Frankfurt am Main ("DZ Bank") acts as
agent), and excluding debt financing that constitutes or may (or is
anticipated in the future) to constitute Structured Financing;
-- 2.0 percent of the total issuance and/or committed
amount of (A) Structured Financing, (B) junior lien financing, or
(C) unsecured debt financing; and
-- 3.0 percent of the total issuance and/or committed
amount of equity financing;
in each case, including by means of a back-stop commitment;
provided that any new money financing provided by David Field, Joe
Field, or any investors that either of them individually arrange
shall be excluded from calculation of any Capital Raising Fee; and
provided further that the minimum Capital Raising Fee in respect of
any Capital Raise, if one occurs, shall be $1,000,000. As used
herein: "Structured Financing" means debt (A) issued at (or
intended to be moved to or owed or guaranteed by) a non-guarantor
of the Debtors' funded debt existing as of June 7, 2023 and/or (B)
issued at (or intended to be moved to or owed or guaranteed by) an
unrestricted subsidiary of the Debtors and/or (C) issued at
borrower entities in the restricted group as to which debt
additional credit support is provided by an entity that was not
previously (or is not expected to be going forward) a guarantor of
the Debtors' funded debt and/or (D) as to which liens are granted
in respect of additional collateral not already pledged for the
benefit of the Debtors' funded debt;
c. Restructuring Fee. The Debtors shall pay a fee in respect
of a Restructuring (the "Restructuring Fee") equal to $10,000,000,
earned and payable upon the consummation of a chapter 11 plan or
any other Restructuring pursuant to an order of the Court or other
applicable court;
d. Expense Reimbursements. The Debtors agree to the
reimbursement of all reasonable and documented out-of-pocket
expenses.
William Evarts, managing director of PJT, assured the court that
the firm is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, as required by section 327(a) of
the Bankruptcy Code.
The firm can be reached through:
William Evarts
PJT Partners LP
600 Travis St
49th Floor, Suite 4900
Houston, TX 77002
Telephone: (713) 405-1900
About Audacy Inc.
Philadelphia, Pa.-based Audacy Inc., formerly Entercom
Communications Corp., is a multi-platform audio content and
entertainment company with a collection of local music, news and
sports brands, a premium podcast creator, major event producer, and
digital innovator. At its core, Audacy's business is creating
premium audio content, including news programming, sports radio,
music stations, and podcasts, and then distributing that content to
listeners by radio broadcast, podcasts, and other digital means.
As of Sept. 30, 2023, the Company had $2.79 billion in total assets
and $2.66 billion in total liabilities.
Audacy and its affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on
Jan. 7, 2024 with a Prepackaged Plan that will reduce debt from
$1.9 billion to approximately $350 million.
Judge Christopher M. Lopez oversees the cases.
LATHAM & WATKINS LLP and PORTER HEDGES LLP serve as the Debtors'
legal counsel. PJT PARTNERS LP is the investment banker, and FTI
CONSULTING, INC., is the financial advisor. EPIQ CORPORATE
RESTRUCTURING is the claims agent.
BELLAH SERVICES: Seeks to Hire Eric A. Liepins as Legal Counsel
---------------------------------------------------------------
Bellah Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire to employ Eric A.
Liepins, P.C. as counsel.
The Debtor requires legal assistance for the purpose of orderly
liquidating the assets, reorganizing the claims of the estate, and
determining the validity of claims asserted in the estate.
The firm will be paid at these rates:
Eric A. Liepins $275 per hour
Paralegals and Legal Assistants $30 to $50 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has been paid a retainer of $5,000 plus filing fee.
Mr. Liepins, the sole shareholder of the 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:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
Email: eric@ealpc.com
About Bellah Services, Inc.
Bellah Services, Inc sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-40284) on Jan
26, 2024, listing up to $50,000 in assets and up to $500,000 in
liabilities.
Isaiah Bellah signed the petition as president. Eric A. Liepins
represents the Debtor as counsel.
BISCAYNE BEACH: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized Biscayne Beach Apartments, LLC to use
cash collateral on an interim basis.
The Debtor is permitted to use the cash collateral to pay the
electric bills, the water bill, and the insurance bill. The Debtor
will provide to creditor's counsel, Peter A. Tappert, copies of all
of the bills relating to the actual property from FPL, Miami Dade
Water and the insurance by Monday, January 29, 2024.
The Debtor will also provide to Creditor proof of payment of the
bills and a statement or printout of activity in the DIP account
showing the deposit of rents and the payment of the bills.
A copy of the order is available at https://urlcurt.com/u?l=SMITTE
from PacerMonitor.com.
About Biscayne Beach Apartments, LLC
Biscayne Beach Apartments, LLC owns an eight-unit apartment
building located at 834-842 84 St, Miami Beach, FL valued at $1.6
million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-15904) on July 27,
2023. In the petition signed by Benjamin Shames, manager, the
Debtor disclosed $1,600,621 in assets and $1,182,040 in
liabilities.
Judge Corali Lopez-Castro oversees the case.
Michael A. Frank, Esq., at LAW OFFICES OF FRANK & DE LANA GUARDIA,
represents the Debtor as legal counsel.
BOWLERO CORP: Moody's Affirms 'B1' CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Investors Service affirmed the ratings for Bowlero Corp.
including its B1 Corporate Family Rating and B1-PD Probability of
Default Rating. Concurrently, Moody's affirmed the B1 senior
secured credit facility ratings (revolver and term loan) issued by
Bowlero's subsidiary, Kingpin Intermediate Holdings, LLC (Kingpin).
Moody's also upgraded Bowlero's speculative grade liquidity rating
to SGL-1 from SGL-2. Moody's revised the outlook for Bowlero and
Kingpin to negative from stable.
The outlook revision to negative reflects operating performance
that has been weaker than expectations from a year ago when the
company completed its refinancing of the first lien term loan.
Additionally, share repurchase activity has been much more
aggressive than expectations with about $221 million of share
repurchases in 1HFY24 and $94 million in FY23. Moody's lease
adjusted debt-to-EBITDA leverage is high in the mid 6x as of
September 2023 and pro forma for the Lucky Strike acquisition.
Recent same center sales growth has come under pressure after
strong performance post the pandemic and Moody's expects same
center sales growth to be at best flat over the next year. Revenue
and earnings growth over the next year will come from
acquisitions.
The affirmation of the B1 CFR reflects Moody's expectation that
lease adjusted leverage will decline over the next 12 to 18 months
to about 5.5x as the company deploys free cash flow for
acquisitions that increase the facility base and earnings.
Additionally, due to the October 2023 sale lease-back transaction
with net cash proceeds of $405 million, an increase in the cash
balance provides Bowlero very good liquidity (SGL-1) to invest over
the next year. Moody's expects the company will be able to fund all
its planned capital spending, acquisitions and share repurchase
with the proceeds and internally generated cash. The company also
does not have near term maturity concerns with the $235 million
revolver expiring in December 2026 and the roughly $1.15 billion
first lien term loan maturing in February 2028.
The upgrade of the speculative grade liquidity rating to SGL-1 from
SGL-2 reflects that the incremental cash provided by the
sale-leaseback transaction bolsters the company's liquidity until
the proceeds are deployed. The company has already utilized a
portion of the proceeds to repay revolver borrowings, share
repurchases and acquisitions but retains a sizable amount of the
proceeds. The liquidity position will likely weaken somewhat but
remain at least good as the cash is utilized in 2024.
Ratings Rationale
Bowlero's B1 CFR reflects the company's high leverage with Moody's
lease adjusted debt-to-EBTIDA leverage in the mid 6x as of
September 2023 and pro forma for recent acquisitions including
Lucky Strike. Moody's expects debt-to-EBITDA leverage will decline
to about 5.5x over the next 12 to 18 months through incremental
earnings from acquisitions with existing cash and free cash flow.
Bowlero used $140 million of the revolver in FY1Q24 to fund $131
million of share repurchases. The company is expected to use the
proceeds ($405 million) from the sales leaseback transaction that
closed in October 2023 to pay off the revolver, and fund
acquisitions and share repurchases. The rating also reflects
concentration in the leisure/entertainment industry including the
bowling segment that is subject to cyclical economic cycles and
shifts in discretionary consumer spending. Bowlero's operating
results are seasonal in nature as bowling centers perform best
during the colder winter months (the quarters ending in March and
December are the company's most significant quarters) and have
lower visitation during warmer summer months. Bowling activity is
negatively impacted by good weather as consumers pursue outdoor
activities, but benefits from cold or rainy weather. The company's
aggressive share repurchase program is also a credit constraint.
However, the rating is supported by the company's established
position as the largest and leading operator in the US bowling
industry with geographic diversification across the country. The
rating also reflects the good track record of integrating
acquisitions and achieving cost synergies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects the risk that Bowlero's aggressive
financial practices, weaker visitation because of restrained
spending by consumers and businesses, promotions needed to drive
volume, or facility reinvestment could slow the company's
de-leveraging or weaken free cash flow.
The ratings could be upgraded if the company drives strong
operating performance including consistent same center sales growth
with flat to higher margins. The company would also need to sustain
debt-to-EBITDA below 4.5x (incorporating Moody's adjustments),
generate strong and consistent free cash flow and maintain good
liquidity. Bowlero would also need to maintain a more conservative
financial policy consistent with the higher rating including
funding renovations, acquisitions and share repurchases within
internally generated cash flow.
The ratings could be downgraded if the company is unable to
increase earnings and reduce leverage. Continuation of the more
aggressive financial policy such as sizable share repurchases,
debt-to-EBITDA leverage sustained above 5.5x (incorporating Moody's
adjustments), weaker free cash flow or a decline in liquidity could
also result in a downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Bowlero Corp. (fka Bowlmor AMF Corp.) is the largest bowling center
operator in the US with additional locations in Canada and Mexico
with total of 348 centers pro forma for all the acquisitions in
1HFY24. The company completed a De-SPAC transaction in December
2021 after the merger with ISOS Acquisition Corporation and trades
under the ticker symbol BOWL. Revenue during the 12 months ending
October 1, 2023 was approximately $1,056 million.
BRETHREN HOME: Seeks Approval to Hire Luker CPA as Accountant
-------------------------------------------------------------
Brethren Home of Girard, Illinois seeks approval from the U.S.
Bankruptcy Court for the Central District of Illinois to hire Luker
CPA to replace previously appointed accountants.
The firm will render these services:
a. prepare corporate income tax returns and schedules;
b. prepare and oversee Quarterly Post Confirmation Reports as
required;
c. provide or oversee financial statements and related
financial reports on a regular basis, as required; and
d. perform such other accounting services.
The firm will charge $115 per hour for its services.
As disclosed in a court filing, 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:
Greg M. Luker, CPA
Luker, CPA
1810 Adlai Stevenson Dr
Springfield, IL 62703
Phone: (217) 679-5387
Email: contact@lukercpa.com
About Brethren Home of Girard, Illinois
Brethren Home of Girard, Illinois --
http://pleasanthillvillage.org/-- owns an independent and assisted
living facility known as Pleasant Hill Residence, which houses 48
apartments. Brethren Home is a non-profit organization founded in
1905 as a ministry of the Church of the Brethren.
Brethren Home sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Ill. Case No. 19-70990) on July 10, 2019. In the
petition signed by its president, Allen Krall, the Debtor disclosed
assets in the amount of $6,513,700 and debts in the amount of
$4,144,550.
Judge Mary P. Gorman presides over the case.
The Debtor is represented by R. Stephen Scott, Esq., at Scott &
Scott, P.C. Hilco Real Estate Auctions, LLC, is real estate
consultants and advisors to the Debtor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
BURNS ASSET: Bankruptcy Administrator Unable to Appoint Committee
-----------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
Burns Asset Management, Inc.
About Burns Asset Management
Burns Asset Management, Inc. filed Chapter 11 petition (Bankr.
E.D.N.C. Case No. 23-03571) on Dec. 7, 2023, with as much as $1
million in both assets and liabilities. James Burns, president,
signed the petition.
Judge Joseph N. Callaway oversees the case.
J.M. Cook, Esq., at J.M. Cook, P.A. is the Debtor's legal counsel.
BYJU'S ALPHA: Case Summary & One Unsecured Creditor
---------------------------------------------------
Debtor: BYJU's Alpha, Inc.
16192 Coastal Highway
Lewes, Delaware 19958
Business Description: BYJU's Alpha, Inc. designs and develops
education software solutions.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
District of Delaware
Case No.: 24-10140
Judge: Hon. John T. Dorsey
Debtor's
Bankruptcy
Counsel: Kenneth J. Enos, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 N. King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Email: kenos@ycst.com
- and -
QUINN EMANUEL URQUHART &
SULLIVAN, LLP
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $1 billion to $10 billion
The petition was signed by Timothy R. Pohl as chief executive
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6S53VUI/BYJUs_Alpha_Inc__debke-24-10140__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's One Unsecured Creditor:
Entity Nature of Claim Claim Amount
1. GLAS Trust Company LLC, as Deficiency Unknown
administrative agent and Claim
collateral agent for more than 100
lenders under that certain Credit
and Guaranty Agreement dated
November 24, 2021
3 Second Street
Suite 206
Jersey City, NJ 07311
Attn: Transaction Management - Byju
CANOO INC: Yorkville Agrees to Advance $20 Million Under PPA
------------------------------------------------------------
Canoo Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Jan. 31, 2024, the Company entered into
a seventh Supplemental Agreement with YA II PN, Ltd. ("Yorkville")
to the Pre-Paid Advance Agreement (as amended and supplemented from
time to time, the "PPA").
Pursuant to the Seventh Supplemental Agreement, Yorkville agreed to
advance $20,000,000 to the Company and waive certain terms and
conditions set forth in the PPA with respect to such Supplemental
Advance. After giving effect to the commitment fee and the
purchase price discount provided for in the PPA, net proceeds of
the Seventh Supplemental Advance to the Company will be
$18,800,000.
The Seventh Supplemental Agreement provides that solely with
respect to the Seventh Supplemental Advance, the Purchase Price (as
such term is used in the PPA) will be equal to the lower of (a)
$0.1805 per share, or (b) 95% of the lowest daily VWAP during five
Trading Days immediately preceding each Purchase Notice Date (as
such term is used in the PPA), but not lower than the Floor Price
(as defined in the PPA). Further, the Company agreed to pay
Yorkville a commitment fee of $1,000,000 in connection with the
Seventh Supplemental Agreement, which shall be deducted from the
proceeds of the Seventh Supplemental Advance.
On July 20, 2022, the Company entered into the with Yorkville. In
accordance with the terms of the PPA, the Company may request
advances of up to $50,000,000 in cash from Yorkville (or such
greater amount that the parties may mutually agree).
Warrant Cancellation and Exchange Agreement
On the Effective Date, the Company and Yorkville entered into a
Warrant Cancellation and Exchange Agreement. Pursuant to the WC&E
Agreement, on the Effective Date, Yorkville surrendered to the
Company and the Company cancelled all outstanding warrants issued
pursuant to agreements with Yorkville, dated June 30, 2023, Aug. 2,
2023, and Sept. 26, 2023, respectively, which Outstanding Warrants
represented the right to purchase an aggregate of 127,270,416
shares of the Company's common stock, par value $0.0001 per share,
and in exchange, the Company issued to Yorkville (i) a warrant to
purchase 110,803,324 shares of Common Stock at an exercise price of
$0.1805, exercisable beginning on July 31, 2024 and with an
expiration date of Feb. 1, 2029 and (ii) a warrant to purchase
127,270,416 shares of Common Stock at an exercise price of $0.1805,
exercisable beginning on July 31, 2024 and with an expiration date
of Feb. 1, 2029. The New Warrants include customary adjustment
provisions for stock splits, combinations and similar events.
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $487.69 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $346.77 million for the year ended Dec. 31,
2021. As of Sept. 30, 2023, the Company had $534.35 million in
total assets, $368.69 million in total liabilities, and $165.65
million in total stockholders' equity.
Los Angeles, California-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 30, 2023, citing that the Company has suffered
recurring losses from operations, has generated recurring negative
cash flows from operating activities, and expects to continue to
incur net losses and negative cash flows from operating activities
in accordance with its ongoing activities. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
As of September 30, 2023, the Company's principal sources of
liquidity are its unrestricted cash balance of $8.3 million and its
access to capital under the ATM Offering...and Yorkville
facilities. The Company has incurred losses since inception and
had negative cash flow from operating activities of $191.4 million
for the nine months ended September 30, 2023. The Company expects
to continue to incur net losses and negative cash flows from
operating activities in accordance with its operating plan and
expects that both capital and operating expenditures will increase
significantly in connection with its ongoing activities. These
conditions and events raise substantial doubt about the Company's
ability to continue as a going concern, according to the Company's
Quarterly Report for the period ended Sept. 30, 2023.
CENTRAL GARDEN: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Central Garden & Pet Company ratings,
including the Long-Term Issuer Default Rating (IDR) at 'BB',
secured asset-backed loan (ABL) at 'BBB-'/'RR1' and senior
unsecured bonds at 'BB'/'RR4'. The Rating Outlook is Stable.
Central's ratings reflect its strong market positions in the pet,
lawn & garden segments and ample liquidity supported by strong cash
on balance sheet and robust FCF. Fitch expects EBITDA leverage to
be in the mid 3x range in FY 2024 (ending September) and FY 2025.
These strengths are moderated by Fitch's expectation that Central's
revenues could decline in the mid-single digit range in FY 2024,
its limited scale with EBITDA expected to be in the mid to low $300
million range, and customer concentration risk.
KEY RATING DRIVERS
Declining Revenue: Central's revenue declined by around 1% in FY
2023, to $3.31 billion compared to $3.34 billion in FY 2022, as
unfavorable weather conditions impacted the lawn & garden segment
and a slowdown in demand for durable goods continued to weigh on
the pet segment. Central's revenues could decline in the mid-single
digit range in FY 2024, driven by recent divestitures, increased
promotional activity in the garden segment and more conservative
ordering from retailers. Central's organic growth could be in the
low single digit range in 2025 and thereafter, supported by good
fundamentals in the pet and garden end markets and more normalized
demand.
Central's model is relatively recession-resistant, given the
consumable nature of the portfolio and exposure to private label.
However, it is susceptible to negative weather patterns that can
create volatility in in its lawn & garden segment results, as it
experienced in 2Q23, when unseasonable weather contributed to an
approximately 5% decline in sales for the segment.
Focus on Costs and Rationalization: In FY 2023, Central announced
an increased focus on finding efficiencies and improving its cost
structure through a cost and simplicity program, and undertook
several actions such as exiting lower margin SKUs, closing or
consolidated manufacturing facilities, and divesting its lower
margin independent garden centre distribution business. These moves
should support margin growth, leading to EBITDA being roughly flat
in FY 2024 compared to FY 2023 levels despite declining revenues.
Fitch expects Central's EBITDA margins to be in the mid to high 10%
range over the rating horizon; however, if the company can continue
finding ways to reduce costs and streamline its operations through
portfolio reshaping and footprint rationalization, it could support
incremental margin expansion.
Moderate Leverage, Disciplined Financial Policy: The company
targets gross EBITDA leverage of 3.0x-3.5x, which equates to Fitch
EBITDA leverage of around 3.5x-4.0x. Fitch expects Central to
manage leverage in this area over time. Central's EBITDA leverage
was 3.5x for FY 2023, and Fitch expects leverage to remain roughly
flat in FY 2024, and could decline to the mid to low 3x area in FY
2025 and thereafter.
Central does not pay a dividend and has no plans to institute one
for the foreseeable future, given robust growth opportunities
within its segments. The company generated over $300 million in FCF
in FY 2023, supported in part by working capital unwind, and Fitch
expects annual FCF in the mid to high $100 million range going
forward to be deployed toward share buybacks and acquisitions.
Adequate Diversification in a Narrow Set: Central competes in fewer
verticals than larger diversified consumer goods peers; however,
its product portfolios within verticals are broad. In the pet
segment (57% of FY 2023 revenue, 62% of operating income before
corporate expenses) it produces supplies for a variety of animals
across an array of products such as food, treats, toys, habitats,
health & wellness products and grooming supplies. In the garden
segment (43% of revenue, 38% of operating income) the portfolio is
diversified across seeds, fertilizer, pest control, live plants and
wild bird supplies.
Strong Positioning Mitigates Concentration: Customer concentration
is high, as around 50% of revenues are derived from the company's
top five customers, particularly within the lawn & garden segment
as 77% of revenue is derived from Walmart, Inc. (AA/Stable), The
Home Depot, Inc. (A/Stable) and Lowe's Companies, Inc. This
concentration is mitigated by high supplier concentration in the
industry, as Central, along with peers, dominate the market, which
supports stable market share over time.
Central produces private label products for customers, which
strengthens these relationships, provides good market intelligence
and protects market share. The customer base within the pet
business is more diverse as sales are more evenly spread across
national pet chains, independent pet retailers, grocery stores,
warehouse clubs, mass retailers and internet retailers. The
company's track record of innovation and, in some cases,
proprietary formula ownership, helped cement leading positions in
many of the categories in which it competes.
Acquisitive Strategy, Well Executed: Central seeks to broaden its
portfolio and fortify its competitive positioning through M&A and
historically is a very active acquiror, completing over 50
acquisitions in the past 26 years. The company has spent over $800
million in cash on acquisitions over the past several years,
including the purchase of premium natural dog chews and treat
provider TDBBS; DoMyOwn (online retailer of professional-grade
control products); Hopewell Nursery, a supplier of live plants;
Green Garden Products, a leading provider of vegetable, herb and
flower seed packets; and D&D Commodities, a provider of wild bird
feed.
Fitch believes the acquisitions add scale and diversification to
the portfolio, while providing added expertise in the various
segments.
DERIVATION SUMMARY
Similarly-rated issuers in Fitch's consumer portfolio include ACCO
Brands Corporation (BB/Stable, ACCO), Spectrum Brands, Inc.
(BB/Negative, Spectrum) and Newell Brands (B+/Stable, Newell).
Central's EBITDA leverage is comparable to ACCO; however, Fitch
expects it will maintain better leverage than Newell and Spectrum
over the rating horizon. Central's scale is similar to ACCO and
modestly larger than Spectrum; however, it is significantly smaller
than Newell (measured by EBITDA). Central's product offering is
less diverse than its peers; however, it offers a good breadth of
products within its pet and lawn & garden segments.
ACCO is constrained by secular challenges in the office products
industry, channel shifts within the company's customer mix, and top
line weakness related to spending pullbacks in key discretionary
categories like electronics, which Fitch expects to continue into
2024.
Spectrum's rating considers uncertainty regarding its medium-term
strategy and business composition and its ability to reverse recent
weak operating trends. This increases the risk that EBITDA leverage
could remain elevated above 4.0x beyond fiscal 2024.
Newell's rating reflects the company's ongoing challenges, which
indicate significantly reduced medium-term earnings power and
cashflow, and execution risks as Newell continues to realign and
restructure its business segments and supply chain network and
reposition its brand portfolio, which could further disrupt
operations.
KEY ASSUMPTIONS
- Revenue for FY 2024 declines in the mid to low single digit range
to below $3.2 billion compared to around $3.3 billion in FY 2023,
driven by divestitures, increased promotional activity, more
conservative retailer ordering and lapping the impact of a 53d week
in FY 2023. Revenues could grow in the low single digit range in FY
2025 and thereafter, driven by healthy end markets, lapping the
impact of divestitures, and more normalized ordering;
- EBITDA in FY 2024 is flat in the $330 million-$340 million range,
roughly flat compared to $343 million in FY 2023, as cost savings
and efficiencies help support EBITDA margin expansion to the mid to
high 10% range compared to around 10.4% in FY 2023. EBITDA margins
could be in the high 10% range in FY 2025 and thereafter;
- Fitch assumes capex maintains around 2.3% of sales, resulting in
annual FCF in the mid to high $100 million range across the rating
horizon. FCF could be deployed toward share repurchases and/or
acquisitions;
- Leverage (debt/EBITDA) is expected to remain in the mid 3x area
in FY 2024, driven by roughly flat EBITDA. Leverage could be in the
mid to low-3x range in FY 2025 and thereafter, assuming no
incremental debt is used to fund M&A activity.
RECOVERY ANALYSIS
Fitch has assigned Recovery Ratings (RRs) to the various debt
tranches in accordance with its criteria, which allows for the
assignment of RRs for issuers with IDRs in the 'BB' category. Given
the distance to default, RRs in the 'BB' category are not computed
by bespoke analysis. Instead, they serve as a label to reflect an
estimate of the risk of these instruments relative to other
instruments in the entity's capital structure.
Fitch assigned the first-lien secured ABL a 'BBB-'/'RR1' rating,
notched up two from the IDR, and a 'BB'/'RR4' rating to the
unsecured bonds, in line with the company's IDR.
RATING SENSITIVITIES
- The company commits to maintaining EBITDA leverage (total
debt/EBITDA) below 3.0x, while maintaining strong top line growth,
reflecting low-single-digit organic growth and tuck-in
acquisitions, with EBITDA margins above 10%;
- The company executes more transformative acquisitions that
meaningfully increase its scale, with EBITDA approaching $500
million, while maintaining EBITDA leverage at, or under, 3.5x;
- EBITDA leverage (total debt/EBITDA) sustained above 4.0x as a
result of financial performance below Fitch's expectations, such as
EBITDA trending toward $250 million;
- A change in financial policy or a transformative debt-financed
acquisition, absent a concrete plan to reduce leverage below 4.0x
within 12-24 months of acquisition close.
LIQUIDITY AND DEBT STRUCTURE
Ample Liquidity: Liquidity consisted of $488.7 million of cash and
cash equivalents, net of $14.1 million of restricted cash, as of
Sept. 30, 2023, and $493 million of availability (restricted by its
borrowing base) on a $750 million asset-based revolving credit
facility maturing December 2026. The ABL is secured by
substantially all assets of the borrowing parties and is subject to
a borrowing base calculated using a formula based on eligible
receivables and inventory minus certain reserves.
The ABL contains an accordion feature, which at request and
provided approval of lenders, allows up to an additional $400
million principal amount available. The facility contains a
fixed-charge coverage ratio of 1.0:1.0 that is only triggered when
availability falls below stated thresholds.
Debt Structure: Central's debt stood at $1.2 billion and consists
of the undrawn ABL revolver, $300 million of 5.125% senior notes
due Feb. 2028, $500 million of 4.125% senior notes due Oct. 2030
and $400 million of 4.125% senior notes due April 2031, as of Sept.
30, 2023. While there were no borrowings and no LOC outstanding
under the credit facility, there were other LOC totalling $1.3
million at quarter-end.
ISSUER PROFILE
Central Garden & Pet Company is a leading innovator, producer and
distributor of branded and private label products for the lawn &
garden and pet supplies markets in the U.S.
SUMMARY OF FINANCIAL ADJUSTMENTS
Historical EBITDA has been adjusted for stock-based compensation,
impairment charges and other items.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Central Garden &
Pet Company LT IDR BB Affirmed BB
senior
unsecured LT BB Affirmed RR4 BB
senior secured LT BBB- Affirmed RR1 BBB-
CF SAFETY TRAINING: Seeks Cash Collateral Access
------------------------------------------------
CF Safety Training, LLC asks the U.S. Bankruptcy Court for the
Northern District of West Virginia for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay its employees
and the related taxes due on their income.
The Debtor granted a security interest to Credibly of Arizona, LLC
which appears to have a recorded UCC financing statement recorded
June 28, 2023.
The Debtor granted a security interest to Forward Financing which
appears to have a recorded UCC financing statement recorded
September 28, 2023.
The Debtor proposes to use current and future income to fund the
operating expenses of the Debtor, and the costs of its Chapter 11
case, all of which are necessary to continue its operations pending
the filing and approval of a Chapter 11 Plan of Reorganization. The
Debtor plans to make any negotiated or ordered adequate protection
payments. There may be a priority issue arising from the filing and
perfection of UCC1s that remains to be determined.
A copy of the motion is available at https://urlcurt.com/u?l=PfsQHn
from PacerMonitor.com.
About CF Safety Training and Consulting
CF Safety Training and Consulting, Inc. is a safety company that
provides a wide range of services to companies in construction,
general industry, maritime and agriculture. The company is based in
Shenandoah Junction, W.Va.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00598) on December
26, 2023, with up to $50,000 in assets and $1 million to $10
million in liabilities. Russell Frederick Collins, member and
manager, signed the petition.
Aaron C. Amore, Esq., at Amore Law, PLLC represents the Debtor as
bankruptcy counsel.
CHALLENGE MULTIFAMILY: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Challenge Multifamily Construction, Inc.
2523 Ave. H
Rosenberg TX 77471
Business Description: The Debtor specializes in senior care and
multifamily wood framing construction.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-30391
Judge: Hon. Eduardo V Rodriguez
Debtor's Counsel: Julie M. Koenig, Esq.
COOPER & SCULLY, P.C.
815 Walker St.
Suite 1040
Houston TX 77002
Tel: (713) 236-6800
Fax: (713) 236-6880
E-mail: julie.koenig@cooperscully.com
Total Assets: $2,157,101
Total Liabilities: $4,229,865
The petition was signed by Javier Garza as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NHWXQ3Q/Challenge_Multifamily_Construction__txsbke-24-30391__0001.0.pdf?mcid=tGE4TAMA
CONNEXA SPORTS: Regains Compliance With Nasdaq Minimum Equity Rule
------------------------------------------------------------------
Connexa Sports Technologies Inc. announced that the Nasdaq has
confirmed that the Company has regained compliance with Nasdaq's
minimum shareholder equity rule by receiving an inward investment
into the Company of $16.5 million from three non-US investors.
"Following a period of productive discussions, I am delighted to
welcome our three new, non-US investors into the Company," said
Mike Ballardie, CEO Connexa Sports Technologies.
"This investment also allows the Company to meet the Shareholder's
Equity compliance threshold, as detailed under Nasdaq listing
requirements and as evidenced by the 8-K filing issued last week,"
concluded Ballardie.
About Connexa Sports
Headquartered in Windsor Mill, Maryland, Connexa Sports --
www.connexasports.com -- is a connected sports company delivering
products, technologies, and services across a range of activities
in sports.
The Company has an accumulated deficit of $150,835,256 as of Oct.
31, 2023, and more losses are anticipated in the development of the
business. Accordingly, the Company concluded there is substantial
doubt about its ability to continue as a going concern.
CONSOL ENERGY: Moody's Affirms 'B1' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Investors Service affirmed CONSOL Energy Inc.'s corporate
family rating at B1, its probability of default rating at B1-PD,
and the rating on its backed senior secured first lien revolving
credit facility at Ba3. The rating on the backed solid waste
disposal revenue bonds issued by Pennsylvania Economic Dev. Fin.
Auth. were upgraded to B2 from B3. The speculative grade liquidity
rating ("SGL") of SGL-2 is unchanged. The rating outlook remains
stable.
RATINGS RATIONALE
The affirmation of the B1 CFR reflects: (1) continued progress on
debt reduction using free cash flow, (2) strong financial
performance resulting from its solid contracted position, ability
to access the international markets, and strategy to diversify away
from the traditional power generation end-market, and (3)
expectation for strong free cash flow generation in 2024, even with
prices and margins expected to step down from 2023 levels,
supported by a well contracted position. However, the upgrade of
the rating on the solid waste disposal bonds issued by Pennsylvania
Economic Dev. Fin. Auth. reflects their improved relative position
in the capital structure, following the retirement of a significant
amount of debt.
CONSOL's B1 CFR is supported by its solid contract position, its
low-cost longwall mines, relatively stable customer base,
diversified end-use markets, good access to export markets through
its ownership of the CONSOL Marine Terminal, and improved credit
profile following significant debt repayment over the last few
years. Despite the company's good business position, CONSOL is
fairly concentrated compared to other coal companies with reliance
on a single mining complex with three operating coal mines for the
majority of its earnings and cash flow, although the
diversification has improved slightly with the start-up of the
Itmann met coal mine. The rating is also constrained by meaningful
legacy liabilities, consistent with many rated coal companies,
although CONSOL has reduced this position significantly following
the sale of certain assets.
The SGL-2 rating reflects good liquidity. CONSOL had an
unrestricted cash and short term investments balance of $249
million at September 30, 2023, and $216 million of availability
under its $355 million revolving credit facility which matures in
July 2026. Moody's expects CONSOL to generate strong free cash flow
in 2024, even with prices and margins stepping down from 2023
levels. CONSOL's revolver is subject to covenants including maximum
first lien gross leverage ratio, maximum total net leverage ratio,
and a minimum fixed charge coverage ratio. Additionally, CONSOL has
an unrated Accounts Receivable Securitization facility (due July
2025) with a maximum capacity of $100 million. At September 30,
2023, the facility had borrowing capacity of $42 million, almost
all of which was utilized by outstanding letters of credit.
Environmental, social, and governance considerations are important
factors influencing CONSOL's credit quality. Moody's believes that
investor concerns about the coal industry's ESG profile are
intensifying and coal producers will be increasingly challenged by
access to capital issues in the current decade. An increasing
portion of the global investment community is reducing or
eliminating exposure to the coal industry with greater emphasis on
moving away from thermal coal. The aggregate impact on the credit
quality of the coal industry is that debt capital will become more
expensive over this horizon, particularly in the public bond
markets, and other business requirements, such as surety bonds,
which together will lead to much more focus on individual coal
producers' ability to fund their operations and articulate clearly
their approach to addressing environmental, social, and governance
considerations.
Moody's has made a few changes to CONSOL's ESG scores, although
there is no change to the Credit Impact Score of CIS-5. Under
Governance, the scores for 'financial strategy & risk management'
was revised to a 3 from 4 - to reflect the prioritization of debt
repayment over the past few years - and 'Compliance & Reporting' to
a 2 from 3 – due to better reporting accuracy in recent years.
This resulted in the G-IPS improving to a G-3 from G-4. Under
Environmental, the score for 'natural capital' was revised to a 5
from 4, to align with the recent change to the sector heatmap,
although there is no change to the E-IPS of E-5. Additionally, the
S-IPS of S-5 remains unchanged.
The stable outlook reflects Moody's expectation for continued
strong free cash flow generation over the next 12-18 months due to
a highly contracted position, with the majority of it being used
for shareholder distributions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Further ratings upside remains constrained by secular issues facing
the coal industry, including expected decline in demand for thermal
coal, as renewable energy sources replace coal fired power
generation. However, Moody's could consider an upgrade if portfolio
diversification were to improve materially, there is improved
visibility into the long-term sustainable earnings power of the
company, there is further reduction in gross debt levels, and if
there is a meaningful reduction in non-debt liabilities.
Moody's could downgrade the rating with expectations for adjusted
financial leverage above 2.0x, negative free cash flow, substantive
deterioration in liquidity, or further intensification of ESG
concerns that call into question the company's ability to handle
upcoming financing requirements or access capital markets on
economic terms.
CONSOL Energy Inc. is a coal producer created through the
separation of CONSOL's coal and natural gas assets in November
2017. The company has 100% economic ownership and operational
control of the Pennsylvania Mining Complex ("PAMC", consisting of
three underground mines - Bailey, Enlow Fork, and Harvey - and
related infrastructure), 100% ownership of a new metallurgical coal
mine – the Itmann mine, 100% ownership of the CONSOL Marine
Terminal, and 100% ownership of approximately 1.4 billion tons of
undeveloped reserves and resources. The company generated $2.2
billion in revenues during the LTM period ending September 30,
2023.
The principal methodology used in these ratings was Mining
published in October 2021.
CPI LUXURY: Court OKs Deal on Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
San Fernando Valley Division, authorized CPI Luxury Group to use
cash collateral on an interim basis, in accordance with its
agreement with East West Bank, through April 26, 2024 or as further
agreed upon in writing by the Lender, or the date of the occurrence
of an Event of Default.
As previously reported by the Troubled Company Reporter, on June
30, 2016, the Lender and the Debtor executed a Loan and Security
Agreement pursuant to which the Lender provided Debtor a secured
revolving credit facility.
To secure repayment and performance by Debtor of its obligations
under the Loan Agreement, the Debtor granted to Lender a security
interest in certain described personal property assets. Lender
perfected its security interest in the Prepetition Collateral by
filing a UCC Financing Statement with the California Secretary of
State on June 30, 2016, filing number 167533695580.
Events of Default occurred under the terms of the Loan Documents
and, as a result, the Debtor executed a Forbearance Agreement dated
September 9, 2021, which was amended from time to time, culminating
in the execution of an Amended and Restated Forbearance Agreement
dated as of May 31, 2022.
Continuing Events of Default occurred and on July 3, 2023, the
Lender sent and delivered to the Debtor a Notice of Continuation of
Events of Default, Day to Day Forbearance and Reservation of Rights
letter. On July 24, 2023, the Lender notified the Debtor that the
Day to Day Forbearance was terminated, the Indebtedness owed to the
Lender was accelerated and immediately due and payable, and Lender
would exercise its rights and remedies under the Loan Documents.
As of the Petition Date, Debtor is indebted to Lender under the
Loan Documents for the sum of no less than $14 million plus all
additional interest, fees, costs and charges, including attorney's
fees, recoverable under the Loan Documents or by law.
The parties agreed that the Debtor may use cash collateral during
the period commencing on January 27, 2024 and terminating on the
earlier of any of the following dates: (i) April 26, 2024, or such
further date as agreed to by Lender in writing, or (ii) the filing
of a Default Declaration.
As adequate protection, the Lender will be granted a replacement
lien in all assets in which and to the extent the Debtor holds an
interest.
The Postpetition Lien in favor of Lender will be senior in priority
to any and all prepetition and postpetition claims, rights, liens
and interests, but subject and immediately junior only to any lien
or security interest in the Prepetition Collateral that is valid,
perfected and senior to the interest of Lender effective as of the
Petition Date and not otherwise avoided or subordinated.
The Lender will have an allowed super priority administrative claim
of the kind and priority, to the extent applicable, under 11 U.S.C.
Sections 503(b) and 507(b).
The Debtor will make monthly cash payments to the Lender in the
amount of $35,000 as set forth in the budget.
A copy of the order is available at https://urlcurt.com/u?l=yuUA9S
from PacerMonitor.com.
About CPI Luxury Group
CPI Luxury Group is a producer of cultured pearls. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 23-11059) on July 30, 2023. In the
petition signed by Harold Jabarian, chief executive officer, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Victoria S. Kaufman oversees the case.
M. Douglas Flahaut, Esq., at Arentfox Schiff LLP, represents the
Debtor as legal counsel.
CRATE HOLDINGS: Seeks Cash Collateral Access
--------------------------------------------
Crate Holdings LLC d/b/a Crate Holdings Ammo asks the U.S.
Bankruptcy Court for the District of South Carolina for authority
to use cash collateral and grant replacement liens.
The Debtor owns certain inventory, with the approximate retail
value of $335,000 on the Petition Date, with which it conducts its
business operations, as well as approximately $1,500 cash in its
bank accounts and $1,500 in petty cash. The retail value of the
Inventory with the Debtor's cash assets together total
approximately $338,000. The Debtor owns de minimus other personal
property.
The Debtor uses its Personal Property to generate income which it
uses to fund its operations.
The Debtor is informed and believes that the following creditors
may have secured claims by virtue of UCC-1 filings:
a. First Priority: Corporation Service Company, as Representative,
via a UCC-1 filed in Delaware on 01/25/2023, as to virtually all
assets of the Debtor. Debtor is investigating the identity of the
underlying creditor.
b. Second Priority: C T Corporation System, as Representative, via
a UCC-1 filed in Delaware on 07/31/2023, as to virtually all assets
of the Debtor. The Debtor is investigating the identity of the
underlying creditor.
c. Third Priority: CFG Merchant Solutions LLC, via a UCC-1 filed in
South Carolina on 09/20/2023, as to "Future Receipts."
d. Fourth Priority: E Advance Services, via a UCC-1 filed in South
Carolina on 09/22/2023, as to virtually all assets of the Debtor.
To the extent the liens are valid, each of the Secured Creditors
are adequately protected by the value of the Personal Property and
replacement liens therein.
To adequately protect the Secured Creditors, the Debtor requests
that the Secured Creditors be granted replacement liens to the
extent their liens are determined to be valid, to the same extent,
validity, and priority as their pre-petition liens, for any
post-petition diminution in the pre-petition collateral.
While the Debtor believes that the Secured Creditors are adequately
protected by replacement liens, the Debtor anticipates making some
payments to the Secured Creditors as additional adequate
protection, in amounts to be determined as to each, but not to
exceed $5,000 per month in the aggregate.
A copy of the motion is available at https://urlcurt.com/u?l=cWUZVp
from PacerMonitor.com.
About Crate Holdings LLC
Crate Holdings LLC is an ammunition retailer that provides its
products to customers via online sales and via storefront.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.C. Case No. 24-00312-eg) on January
29, 2024. In the petition signed by Michael A. Corcoran, owner, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Christine E. Brimm, Esq., at Barton Brimm, PA, represents the
Debtor as legal counsel.
CREEKWOOD LEGACY: Wins Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, authorized Creekwood Legacy, Inc. to use cash
collateral on an interim basis, in accordance with the budget, with
a 10% variance.
As previously reported by the Troubled Company Reporter, Celtic
Bank asserts and interest in the Debtor's cash collateral as
evidenced by the filing of a UCC-1 financing statement filed April
28, 2022.
As adequate protection, the Secured Lender will be granted
post-petition security interests equivalent to a lien granted under
11 U.S.C. Sections 364(c)(2) and (3), as applicable, in and upon
the Debtor's personal property and the cash collateral, whether
such property was acquired before or after the Petition Date.
The Replacements Liens will be subject and subordinate to: (a)
professional fees and expenses of the attorneys, financial advisors
and other professionals retained by any statutory committee if and
when one is appointed; and (b) any and all fees payable to the
United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6), the
Subchapter V Trustee, and the Clerk of the Bankruptcy Court.
A final hearing on the matter is set for February 8, 2024 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=KgcCnn
from PacerMonitor.com.
About Creekwood Legacy, Inc
Creekwood Legacy, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40133) on
January 19, 2024. In the petition signed by Steven Ball, president,
the Debtor disclosed $389,209 in assets and $1,574,935 in
liabilities.
Judge Brenda T. Rhoades oversees the case.
Robert T DeMarco, Esq., at DeMarco Mitchell, PLLC, represents the
Debtor as legal counsel.
CSI COMPRESSCO: S&P Places 'B-' ICR on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings placed its 'B-'issuer credit rating on CSI
Compressco L.P. and issue-level ratings on CreditWatch with
positive implications.
S&P said, "The CreditWatch placement reflects our expectation that
we could raise our issuer credit rating on CSI by two notches to
align them with our ratings on Kodiak. We anticipate resolving the
CreditWatch around close of the proposed acquisition, which could
occur in the second quarter of 2024.
"We also assigned a new management and governance (M&G) assessment
of moderately negative to CSI. This assignment follows the Jan. 7
publication of S&P Global Ratings' revised criteria for evaluating
the credit risks presented by an entity's M&G framework."
On Dec. 19, 2023, Kodiak Gas Services LLC (B+/Positive/--)
announced that it will acquire CSI Compressco L.P. in an all-equity
transaction valued at $854 million, which includes assuming CSI's
debt.
S&P said, "We expect to view CSI as a core subsidiary of Kodiak
and, as a result, equalize the rating to that of Kodiak. This
follows Kodiak's announcement of a proposed transaction to acquire
CSI, which would make CSI a wholly owned subsidiary of Kodiak.
"We assigned a moderately negative M&G assessment to CSI. This
follows the revision of our criteria for evaluating the credit
risks presented by an entity's M&G framework. M&G 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. CSI's moderately negative assessment reflects its current
ownership by Spartan Energy Partners L.P., which we consider a
financial sponsor.
"The CreditWatch with positive implications reflects the likelihood
that we will raise our corporate credit rating and senior secured
issue-level ratings on CSI in line with Kodiak at the time of
acquisition close."
DEAN PARK: Case Summary & Two Unsecured Creditors
-------------------------------------------------
Debtor: Dean Park LLC
1463 Dean Street
Brooklyn, NY 11213
Business Description: The Debtor is engaged in activities related
to real estate. The Debtor owns a three
family property located at 1463 Dean Street,
Brooklyn, NY 11213 valued at $1.6 million.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-40509
Debtor's Counsel: Joseph Y. Balisok, Esq.
BALISOK & KAUFMAN PLLC
251 Troy Ave
Brooklyn NY 11213
Tel: (718) 928-9607
Email: joseph@lawbalisok.com
Total Assets: $1,723,361
Total Liabilities: $1,402,134
The petition was signed by Moshe Brafman as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/WWRY2QQ/DEAN_PARK_LLC__nyebke-24-40509__0001.0.pdf?mcid=tGE4TAMA
DELCATH SYSTEMS: Receives Permanent J-Code (J9248) for HEPZATO
--------------------------------------------------------------
Delcath Systems, Inc. announced that the Centers for Medicare &
Medicaid Services ("CMS") has established a permanent and
product-specific J-code (J9248) for HEPZATO. The J-code will
become effective on April 1, 2024.
J-codes are a form of Healthcare Common Procedure Coding System
Level II identifiers used by payors to streamline the billing of
Medicare Part B drugs. In its summary of Delcath's application for
the J-code, CMS stated that "[e]xistng melphalan hydrochloride is
FDA approved at 0.25 mg/kg via intravenous infusion for patients
with multiple myeloma and is not substitutable for the melphalan
hydrochloride in the HEPZATO KIT which is approved at 3.0 mg/kg via
intraarterial delivery for patients with metastatic ocular
melanoma."
The HEPZATO KIT is a liver-directed treatment for adult patients
with metastatic uveal melanoma (mUM) with unresectable hepatic
metastases affecting less than 50% of the liver and no extrahepatic
disease, or extrahepatic disease limited to the bone, lymph nodes,
subcutaneous tissues, or lung that is amenable to resection or
radiation.
"We believe that the establishment of the permanent J-code for
HEPZATO will facilitate patient access to this important
treatment," said Gerard Michel, Delcath's chief executive officer.
"This is a significant step towards accurate and efficient
reimbursement of the HEPZATO KIT, facilitating access for
patients."
About Delcath Systems
Headquartered in New York, NY, Delcath Systems, Inc. --
http://www.delcath.com-- is an interventional oncology company
focused on the treatment of primary and metastatic liver cancers.
The Company's lead product candidate, the HEPZATO KIT (melphalan
hydrochloride for injection/hepatic delivery system), is a
drug/device combination product. HEPZATO is designed to administer
high-dose chemotherapy to the liver while controlling systemic
exposure and associated side effects.
Delcath reported a net loss of $36.51 million for the year ended
Dec. 31, 2022, compared to a net loss of $25.65 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$30.60 million in total assets, $25.31 million in total
liabilities, $18.37 million in mezzanine equity, and a total
stockholders' deficit of $13.07 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
27, 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.
DIVERSIFIED PANELS: Wins Cash Collateral Access Thru Feb 7
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Northern Division, authorized Diversified Panels Systems. Inc. to
use cash collateral on an interim basis, through February 7, 2024.
Fora Financial West, LLC. Pacific Western Bank, and JPMorgan Chase
assert an interest in the Debtor's cash collateral.
The Debtor is to exclude payments to secured creditor Fora
Financial West, LLC.
As further adequate protection, the secured creditors of the Debtor
are granted replacement liens in all post-petition assets of the
Debtor, other than avoidance power actions and recoveries.
The replacement liens granted to the secured creditors will have
the same extent, validity, and priority (and will be subject to the
same defenses) as were their respective liens and security
interests in prepetition collateral.
A continued hearing on the matter is set for February 7 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=G2KU0E
from PacerMonitor.com.
About Diversified Panels Systems, Inc.
Diversified Panels manufacturers expanded polystyrene (EPS)
insulated metal panels, focusing specifically on cold storage and
agricultural facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11112) on November
22, 2023. In the petition signed by Richard Charles Bell as CEO,
CFO & secretary, the Debtor disclosed $12,533,166 in assets and
$26,114,847 in liabilities.
Judge Ronald A. Clifford III oversees the case.
William E. Winfield, Esq., at Nelson Comis Kettle & Kinney LLP,
represents the Debtor as legal counsel.
DMK PHARMACEUTICALS: All Four Proposals Approved at Annual Meeting
------------------------------------------------------------------
DMK Pharmaceuticals Corporation held its reconvened annual meeting
of stockholders virtually on Jan. 25, 2024, during which the
Company's stockholders:
(1) elected Howard C. Birndorf, Meera J. Desai, Ph.D., NACD.DC,
Vickie S. Reed, Ebrahim Versi, M.D., Ph.D., and Jannine Versi as
directors, each to serve until the next annual meeting of
stockholders or until his or her successor has been duly elected or
appointed and qualified;
(2) approved amendments to the Company's 2020 Equity Incentive
Plan to eliminate certain limitations on its ability to grant
awards under the plan, to increase the limit on the number of
shares that may be issued pursuant to incentive stock options, and
make certain other amendments to the plan, and approve the amended
plan, as described in the Proxy Statement;
(3) approved, on a non-binding advisory basis, the compensation
of the Company's named executive officers; and
(4) ratified the selection of BDO USA, P.A. as the Company's
independent registered public accounting firm for the year ending
Dec. 31, 2023.
About DMK Pharmaceuticals
DMK Pharmaceuticals (formerly known as Adamis Pharmaceuticals
Corporation) is a commercial stage neuro-biotech company primarily
focused on developing and commercializing products for the
treatment of opioid overdose and substance use disorders. DMK's
commercial products approved by the FDA include ZIMHI (naloxone)
Injection for the treatment of opioid overdose, and SYMJEPI
(epinephrine) Injection for use in the emergency treatment of acute
allergic reactions, including anaphylaxis.
The Company has incurred substantial recurring losses from
continuing operations, negative cash flows from operations, and is
dependent on additional financing to fund operations. The Company
incurred a net loss of approximately $1.4 million and $18.9 million
for the three months and nine months ended September 30, 2023,
respectively. As of September 30, 2023, the Company had an
accumulated deficit of approximately $323.5 million. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern within one year after the date the
financial statements are issued, according to the Company's
Quarterly Report for the period ended Sept. 30, 2023.
EDGE RIVER: Grease Monkey Files Subchapter V Case
-------------------------------------------------
Edge River Incorporated, d/b/a Grease Monkey, filed for chapter 11
protection in the Middle District of Florida.
Through bankruptcy, the Debtor shall continue to operate its
business to preserve its going concern value, good will, and
reputation and shall seek to file a proposed plan of reorganization
that the Debtor believes will be for the benefit of its creditors,
employees, franchisor, and vendors in an efficient and equitable
and orderly manner.
The Debtor reports between $1 million and $10 million in debt owed
to 1 and 49 creditors. The petition states funds will be available
to unsecured creditors.
The Debtor is a Florida profit corporation, established Nov. 28,
2016, which provides vehicle oil change and maintenance services to
residents of Charlotte County. The Debtor operates a franchise of
Grease Monkey International, Inc. subject to a franchise agreement
with the franchisor.
The Debtor is wholly owned and operated by Stephen Van Bergen who
is the president and registered agent of the Debtor. The Debtor's
principal place of business is 3750 Island Club Drive, North Port,
Florida 34288 (business's office) but the principal location of its
operations and assets is 243 Tamiami Trail, Port Charlotte,
Florida, 33953 (the "Maintenance Facility"). The Debtor owns the
Maintenance Facility and there are two mortgages on the property in
favor of United Community Bank ("UCB"). The Debtor is a licensed
franchise of Grease Monkey.
Grease Monkey is filing for bankruptcy because of issues in staring
operations around the COVID-19 pandemic. Operations and sales were
depressed, limiting revenue due to the ongoing pandemic, and the
subsequent supply chain issues caused by the pandemic both
increased costs and dampened revenue as the Debtor could not
perform certain business functions. These combined effects
required the Debtor to take on working capital loans and strained
its ability to service debt.
Additionally the Debtor suffered significant damage and closure due
to Hurricane Ian, and despite these damages occurring well over a
year prior to the Petition Date, the Debtor's insurer has not paid
out on these claims. Presently the Debtor is in the negotiation
process with the insurer to pay out these claims, and such
insurance proceeds could be used to reduce balances on its working
capital loans and mortgage, however, delays attributable entirely
to the insurer mean the Debtor will likely have to initiate
proceedings against the insurer to payout on its insurance
contract. Lastly the roughly $12,000 a month in ACH payments to
the MCA Lender, Forward Financing, have placed additional strain on
the ability to service debt while making payroll and other
expenses.
The Debtor believes in its business model and reputation. But, on
January 12, 2024, the Debtor filed its chapter 11 bankruptcy
largely due to the large ACH withdrawal MCA lenders or similar
entities were making from the Debtor's accounts on a weekly basis
which did not leave enough for the company to pay its debts as they
come due. The Debtor has contacted Mr. Yampol to serve as its
restructuring consultant ("CRC"). The Debtor does not anticipate
any litigation against Edge River as all vendors, suppliers,
employees, and tax entities are paid, however, the Debtor may need
to initiate litigation against the Debtor's insurance provider.
About Edge River Incorporated
Edge River Incorporated is a franchisee of Grease Monkey, providing
vehicle oil change and maintenance services to residents of
Charlotte County. Its principal place of business is at Port
Charlotte, Florida.
Edge River Inc. sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00163) on
January 13, 2024. In the petition filed by Stephen T. Van Bergen,
as president, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
The Honorable Bankruptcy Judge Catherine Peek McEwen oversees the
case.
Ruediger Mueller was appointed as Subchapter V trustee.
The Debtor is Represented by:
David S Jennis, Esq.
Jennis Morse
3750 Island Club Drive #5
North Port, FL 34288
Tel: (813) 229-2800
Email: ecf@JennisLaw.com
EIGHT COPELAND: Hires Diverse Properties as Real Estate Broker
--------------------------------------------------------------
Eight Copeland Road Group, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ Diverse
Properties LLC as its real estate broker.
The broker will render these services:
a. list homes for sale on the Multiple list Service (MLS)
after completing CMAs on each property to determine proper list
price;
b. share the brokerage lists with other MLS broker members to
circulate property list to potential investors.
c. list commission to be shared with successful buyer
brokers;
d. advise the seller in preparing the properties for list and
showings;
e. supervise all showings;
f. submit any offers to the seller for consideration;
g. help seller negotiate offers to reach a purchase contract
with an investor/buyer;
h. coordinate the sales transaction process on seller's
behalf;
i. deliver and explain documents disclosures and transaction
items; anf
j. work with seller through closing process.
The broker will receive a commission in the amount of 1 percent of
the gross sales price of all completed sales.
Diverse Properties LLC 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:
David Oliver
Diverse Properties LLC
10 Underwood Place, Suite 8
Clifton, NJ 07013
Phone: (973) 778-1340
About Eight Copeland
Eight Copeland Road Group, LLC is engaged in activities related to
real estate. The company is based in Livingston, N.J.
Eight Copeland Road Group filed Chapter 11 petition (Bankr. D. N.J.
Case No. 23-17756) on Sept. 5, 2023, with $1 million to $10 million
in both assets and liabilities. Marc Theophile, managing member,
signed the petition.
Judge John K. Sherwood oversees the case.
Avram D. White, Esq., at White and Co. Attorneys and Counsellors
represents the Debtor as bankruptcy counsel.
ELECTRIC LAST MILE: Co-Founders Will Face EV SPAC Deal Lawsuit
--------------------------------------------------------------
Mike Leonard of Bloomberg Law reports that the co-founders of
Electric Last Mile Solutions Inc., an electric vehicle startup that
collapsed into bankruptcy after its blank-check merger, lost their
bid Monday, January 22, 2024, to end litigation challenging the
transaction that took the company public.
A Delaware judge, Chancellor Kathaleen St. J. McCormick let the
case move forward, saying its shareholder claims against Jason Luo
and James Taylor—who resigned over misconduct allegations in
2022—were "more than reasonably conceivable." The lawsuit also
targets architects of the special purpose acquisition company that
combined with ELMS, who have moved to defend the case rather than
seeking to have it thrown out.
About Electric Last Mile Solutions
Electric Last Mile Solutions, Inc. (Nasdaq: ELMS) has been focused
on defining a new era in which commercial vehicles run clean as
connected and customized solutions that make businesses more
efficient and profitable. ELMS' first vehicle, the Urban Delivery,
was anticipated to be the first Class 1 commercial electric
vehicle
in the U.S. market. On the Web: http://www.electriclastmile.com/
Troy, Michigan-based Electric Last Mile Solutions, Inc., wholly
owns Electric Last Mile, Inc., the operating subsidiary.
Electric Last Mile Solutions and Electric Last Mile Inc. filed for
Chapter 7 bankruptcy (Bankr. D. Del. Case No. 22-10537 and
22-10538) on June 14, 2022.
Electric Last Mile Inc. estimated $50 million to $100 million in
assets and liabilities as of the bankruptcy filing. Electric Last
Mile Solutions estimated less than $50,000 in assets and debt.
The Debtors' counsel:
Kara Hammond Coyle
Young Conaway Stargatt & Taylor LLP
Tel: (302) 571-6600
E-mail: bankfilings@ycst.com
ELITE LIMOUSINE: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Elite
Limousine Plus, Inc.
The committee members are:
1. Haroon Rashid
1964 Holland Brook Road West
Branchburg, NJ 08876
Tel: (646) 327-3083
2. Stefan Berniecsky
103-25 68th Ave. Apt 4D,
Forest Hills, NY 11375
Tel: (917) 886-1888
3. Mohammed F. Islam
40-14 60th St., 2nd Floor
Woodside, NY 11877
Tel: (718) 200-7607
4. Abdul Halim
243 Forbell St
Brooklyn, NY 11208
Tel: (917) 355-1943
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Elite Limousine Plus
Elite Limousine Plus, Inc. operates in the taxi and limousine
service industry. The company is based in Long Island City, N.Y.
Elite Limousine Plus filed Chapter 11 petition (Bankr. E.D. N.Y.
Case No. 23-43088) on Aug. 29, 2023, with $10 million to $50
million in both assets and liabilities. Shafquat Chaudhary,
president, signed the petition.
Judge Jil Mazer-Marino oversees the case.
The Debtor tapped Salvatore LaMonica, Esq., at Lamonica Herbst &
Maniscalco, LLP as bankruptcy counsel; Tuch & Cohen, LLP as special
litigation counsel; and Altman and Company, LLC as financial
advisor.
EXPANSION INDUSTRIES: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------------
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Expansion
Industries, LLC.
The committee members are:
1. Lukas Zuvac-Interim Chairperson
Energetic Applications, LLC
9155 Selkirk Place
Colorado Springs, CO 80924
719-232-0829
Lukas.zuvac@limazuluconsulting.com
2. David Alberts
Packaging Source, Inc.
2601 Network Blvd, Suite 440
Frisco, TX 75034
214-808-7664
david@packagingsourceinc.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Expansion Industries
Expansion Industries, LLC, a company in Flower Mound, Texas, filed
voluntary Chapter 11 petition (Bankr. E.D. Texas Case No. 23-41828)
on Sept. 29, 2023, with up to $50,000 in assets and $10 million to
$50 million in liabilities.
Judge Brenda T Rhoades oversees the case.
Eric A. Liepins, Esq., at Eric A. Liepins represents the Debtor as
legal counsel.
EYE CARE LEADERS: Says Competitors Want to Steal Clients
--------------------------------------------------------
Jonathan Randles of Bloomberg Law reports that bankrupt Eye Care
Leaders says that rivals are trying to steal its clients.
Eye Care Leaders, a provider of patient management software for
ophthalmologists, said it may take legal action against competitors
taking advantage of its recent Chapter 11 filing by attempting to
poach its customers.
Eye Care Leaders lawyer Jason Brookner said during a Monday, Jan.
22, 2024, court hearing he's warned competitors that they are
violating the company's automatic bankruptcy stay, which protects
the business while it's in Chapter 11.
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.
F & B NEGOTIATIONS: Court OKs Bid Rules for Sale of Assets
----------------------------------------------------------
F & B Negotiations, LLC got the green light from the U.S.
Bankruptcy Court for the Middle District of Florida to solicit bids
for its assets.
The bankruptcy court, at a hearing on Jan. 23, approved the bid
rules for the proposed sale of four real properties owned by the
company. The properties up for auction are located in Bradenton,
Venice and Holiday, Fla.
Under the court-approved bid procedures, the deadline for
interested buyers to place their bids on the assets is on March 12,
at 5:00 p.m. (Eastern Time).
Each bid is subject to a buyer's premium equal to 7% of the bid
amount for each property. The total bid amount and the buyer's
premium will constitute the total purchase price to be paid at
closing.
Every bidder is required to provide a $15,000 deposit for each
property that it wishes to bid on.
An online auction will be conducted via the Fisher Auction Company
bidding platform on March 14, from 9:00 a.m. to 2:00 p.m. (Eastern
Time).
The sale of F & B's properties to the winning bidder will be
considered at a court hearing on March 19. The company anticipates
the closing of the sale can occur no later than April 3.
F & B will use the proceeds from the sale to pay lienholders in
full at closing and claims for real property taxes.
About F & B Negotiations
F & B Negotiations, LLC, a company in Lakewood Ranch, Fla., filed
Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-01532) on April
19, 2023, with as much as $1 million to $10 million in both assets
and liabilities. David Fernandez, managing member, signed the
petition.
Judge Roberta A. Colton oversees the case.
The Law Offices of Benjamin Martin serves as the Debtor's
bankruptcy counsel.
FENEX FITNESS: Wins Cash Collateral Access on Final Basis
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Fenex Fitness Facilities, LLC to use cash collateral on
a final basis, in accordance with the budget, with a 15% variance.
Specifically, the Debtor is permitted to use cash collateral for
payment of post-petition operating expenses including future
payroll and related taxes.
Based on a review of loan documents and a search of the Washington
State Department of Licensing, performed on November 28, 2023, and
December 4, 2023, the Debtor has identified 3 filers of UCC-1
financing statements, which are Peter Noetzel, Unknown Secured
Party, and CloudFund, LLC.
As adequate protection for the Debtor's use of the cash collateral
on an interim basis, the Court grants secured creditors with an
interest in cash collateral replacement liens in the Debtor's
post-petition cash, accounts receivable and inventory, and the
proceeds of each of the foregoing, to the same extent and priority
as any duly perfected and unavoidable liens in cash collateral held
by secured creditors as of the petition date, to the extent that
any cash collateral of the secured creditors are actually used by
the Debtor.
The Debtor's authority to use cash collateral will terminate on the
date when one or more of the following conditions has occurred or
has been met:
a. April 21, 2024;
b. The Court enters an order converting this case under Chapter 7
of the Bankruptcy Code, or the Debtor has filed a motion or has not
timely opposed a motion seeking such relief;
c. The Court enters an order appointing or electing a trustee,
examiner or any other similar entity with expanded powers.
d. The Court enters an order dismissing this case, or the Debtor
has filed a motion or has not timely opposed a motion seeking such
relief;
e. The Court enters any order that stays, modifies, or reverses the
Final Order.
f. Confirmation of the Debtor's plan, whichever is sooner.
A copy of the order is available at https://urlcurt.com/u?l=pGBKik
from PacerMonitor.com.
About Fenex Fitness Facilities, LLC
Fenex Fitness Facilities, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12351-MLB)
on December 14, 2023. In the petition signed by Derrick Watson,
managing member, the Debtor disclosed up to $50,000 in assets and
up to $500,000 in liabilities.
Judge Marc Barreca oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents
the Debtor as legal counsel.
FFP HOLDINGS: S&P Downgrades ICR to 'CCC', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'CCC' from
'B-' on U.S.-based FFP Holdings Group Inc. The outlook is
negative.
S&P said, "At the same time, we lowered our issue-level rating on
FFP's senior secured first-lien term loan to 'CCC' from 'B-'. The
recovery rating of '3' reflects our expectations for meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of a payment
default.
"We also lowered our issue-level rating on the company's senior
second-lien term loan to 'CC' from 'CCC'. The recovery rating of
'6' reflects our expectations for negligible (0%-10%; rounded
estimate: 0%) recovery in the event of a payment default.
The negative outlook reflects the potential for a lower rating over
the next 12 months if we believe a default--such as a distressed
exchange, missed principal or interest payment, or bankruptcy
filing--is likely within the subsequent six months."
FFP's liquidity position has tightened and cash flow prospects
remain very weak.
Total cash and revolver availability as of Sept. 30, 2023, declined
to $27 million from $47 million as of Dec. 31, 2022. The decline in
liquidity was partially driven by facility consolidation costs and
growth capital expenditures (capex), as well as some stock
buybacks. S&P said, "FFP's high debt service requirements will
limit its ability to generate cash over at least the next 12
months, and we expect an FOCF deficit of $7.5 million in 2024. We
forecast the company will need to continue drawing on the revolver
over the next year to fund working capital, capex, and debt
service. In addition, EBITDA cushion under its springing maximum
first-lien net leverage ratio covenant has tightened to the low 20%
percentage area. We expect it to tighten further to the
mid-single-digit percentage area in 2024. As such, we believe FFP
is susceptible to a potential liquidity shortfall, potentially
exacerbated by a covenant violation, if demand falters or
competition intensifies. We believe the company is likely to
default without an unforeseen positive development within the next
12 months."
S&P expects persistent retail consumer demand weakness for FFP's
end markets will reduce volumes in 2024 absent new business wins.
Through the first nine months of 2023, performance division
revenues were down 5.8% and taste division revenues were down 2.7%
(pro forma for acquisitions). S&P said, "In our view, consumer
demand trends are unfavorable in 2024 for most of FFP's end
markets, including natural meats, natural flavors, and tea
extracts. Moreover, we believe the company will continue to be
constrained by retailer inventory destocking and product
discontinuations. We expect some level of volatile purchasing
patterns from FFP's core customers to continue, driven by cost
savings and margin preservation initiatives. We anticipate elevated
risk that some of FFP's key customers would negotiate lower pricing
or switch to competitors due to limited bargaining power given the
company's small scale. To return to growth in 2024, FFP would need
to acquire substantial new business to offset what we expect to be
further moderate volume declines for virtually all of its business
lines other than Javo and coffee extracts. Overall, we expect
consolidated net sales to decline about 3% in 2024 compared with
our expectation for 2023. We have not seen evidence of FFP's
ability to expand through customer acquisition since acquiring
Amelia Bay, Comax, and T-bev--with the exception of Javo growing
about 9% through the nine months ended Sept. 30, 2023."
Integration expenses for mergers and acquisitions (M&A) and
elevated operating costs were a drag on profitability in 2023.
Given FFP's significant transformational M&A since the fourth
quarter of 2021, substantial one-time items such as business
optimization expenses, transaction fees, legal fees, footprint
consolidation, and other related costs have continued to be a drag
on profitability and cash flow. The preponderance of these expenses
are not added back to S&P Global Ratings-adjusted EBITDA. S&P said,
"We expect cash costs from a number of business optimization
projects to continue in 2024, namely implementation of a new
enterprise resource planning (ERP) system and one more facility
closure. However, some one-time expenses from last year should roll
off. We expect some cost savings from last year's footprint
consolidation, resulting in about 50 basis points (bps) of gross
margin expansion and 100 bps of S&P Global Ratings-adjusted EBITDA
margin expansion. We forecast total EBITDA will be roughly flat in
2024 to our estimate of 2023, implying S&P Global Ratings-adjusted
leverage above 11x."
The negative outlook on FFP reflects the potential for a lower
rating over the next 12 months if S&P believes a default--such as a
distressed exchange, missed principal or interest payment, or
bankruptcy filing--is likely within the subsequent six months.
S&P could lower its rating if profitability deteriorates further,
potentially due to:
-- Weakness in the legacy cures business continuing into 2024;
-- Increasing competition hampering demand in the presently
growing taste businesses;
-- Loss of key customers; or
-- Operational missteps related to integrating recent
acquisitions, footprint consolidation, or ERP system
implementation.
S&P could take a positive rating action if FFP sustains EBITDA
interest coverage approaching 1.5x and FOCF is near break-even.
This could occur if the company meaningfully outperforms our
expectations, possibly driven by:
-- Normalization in natural cures and significant new business
opportunities in the taste division; or
-- New products and extensions deliver meaningful incremental
revenue and profits.
FLORIDIAN POOLS: Taps Mark S. Roher, PA as Bankruptcy Counsel
-------------------------------------------------------------
Floridian Pools, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire The Law Office of Mark
S. Roher, P.A. as its bankruptcy counsel.
The firm will render these services:
a. give advice with respect to the powers and duties of the
Debtor in the continued management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare legal documents;
d. protect the interest of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan.
The firm will charge $500 per hour for its services and will be
reimbursed for out-of-pocket expenses incurred.
The firm received a retainer in the amount of $5,000.
Mark Roher, Esq., a partner at Law Office of Mark S. Roher, P.A.,
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 S. Roher, Esq.
LAW OFFICE OF MARK S. ROHER, P.A.
1806 N. Flamingo Road, Suite 300
Pembroke Pines, FL 33028
Telephone: (954) 353-2200
Email: mroher@markroherlaw.com
About Floridian Pools, Inc.
Floridian Pools, Inc. is a swimming pool contractor based in
Florida.
Floridian Pools, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-10782) on Jan. 28, 2024, listing up to $50,000 in assets and $1
million to $10 million in liabilities.
Judge Mindy A Mora presides over the case.
Mark S. Roher, Esq. at the LAW OFFICE OF MARK S. ROHER, P.A.
represents the Debtor as counsel.
FTX GROUP: Appointment of Examiner Ordered by 3rd Circuit
---------------------------------------------------------
Rick Archer of Law360 reports that the Third Circuit on Friday,
January 19, 2024, ordered the appointment of an examiner in the
bankruptcy of cryptocurrency giant FTX, siding with the U.S.
Trustee's Office that the appointment is required by law.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
FTX GROUP: Estate Sold Two-Thirds of Grayscale Bitcoin Trust Shares
-------------------------------------------------------------------
Olga Kharif of Bloomberg News reports that the estate of bankrupt
crypto exchange FTX has sold the majority of its shares in the
Grayscale Bitcoin Trust exchange-traded fund in its first three
days of trading, according to two people familiar with the matter.
The brokerage Marex Capital Markets has sold more than two-thirds
of the 22.28 million shares FTX held, according to one of the
people, who asked not to be named because the matter hasn't been
made public. GBTC shares have traded at an average price of around
$38.19 since its debut as an ETF, so the sale likely fetched more
than $600 million.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
billion in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year.
According to Reuters, SBF shared a document with investors on Nov.
10, 2022, showing FTX had $13.86 billion in liabilities and $14.6
billion in assets. However, only $900 million of those assets were
liquid, leading to the cash crunch that ended with the company
filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
GAUCHO GROUP: Receives $310,000 Proceeds From Private Placement
---------------------------------------------------------------
As previously reported on its Current Report on Form 8-K filed on
Nov. 27, 2023, Gaucho Group Holdings, Inc. commenced a private
placement of shares of common stock for gross proceeds of up to
$4,000,000 at a price per share which equals the Nasdaq Rule
5653(d) Minimum Price definition, but in no event at a price per
share lower than $0.60.
On Jan. 26, 2024, pursuant to the Private Placement, the Company
issued a total of 300,000 shares of common stock for gross proceeds
of $180,000 at $0.60 per share.
On Jan. 30, 2024, pursuant to the Private Placement, the Company
issued a total of 216,667 shares of common stock for gross proceeds
of $130,000 at $0.60 per share.
The Private Placement is conducted pursuant to Section 4(a)(2) of
the Securities Act and/or Rule 506(b) of Regulation D promulgated
under the Securities Act. The shares are only offered to a small
select group of accredited investors, as defined in Rule 501 of
Regulation D, all of whom have a substantial pre-existing
relationship with the Company. The Company filed a Form D on Dec.
15, 2023 and an amended Form D on Jan. 11, 2024.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. was
incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company
changed its name from Algodon Wines & Luxury Development, Inc. to
Algodon Group, Inc., and effective March 11, 2019, the Company
changed its name from Algodon Group, Inc. to Gaucho Group Holdings,
Inc. Through its wholly-owned subsidiaries, GGH invests in,
develops and operates real estate projects in Argentina. GGH
operates a hotel, golf and tennis resort, vineyard and producing
winery in addition to developing residential lots located near the
resort. In 2016, GGH formed a new subsidiary, Gaucho Group, Inc.
and in 2018, established an e-commerce platform for the manufacture
and sale of high-end fashion and accessories. In February 2022,
the Company acquired 100% of Hollywood Burger Argentina, S.R.L.,
now Gaucho Development S.R.L ("GD"), through InvestProperty Group,
LLC and Algodon Wine Estates S.R.L., which is an Argentine real
estate holding company. In addition to GD, the activities in
Argentina are conducted through its operating entities:
InvestProperty Group, LLC, Algodon Global Properties, LLC, The
Algodon – Recoleta S.R.L, Algodon Properties II S.R.L., and
Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe
under the name Algodon Wines (Europe). On March 20, 2020, the
Company formed a wholly-owned Delaware subsidiary corporation,
Bacchus Collection, Inc., which was dissolved on March 23, 2021.
On June 14, 2021, the Company formed a wholly-owned Delaware
limited liability company subsidiary, Gaucho Ventures I – Las
Vegas, LLC, for purposes of holding the Company's interest in LVH
Holdings LLC.
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, according to the
Company's Quarterly Report for the period ended Sept. 30, 2023.
GLOBAL PROCESSING: Seeks Court Nod to Sell Properties for $5,700
----------------------------------------------------------------
Terry Gibson, the Chapter 11 trustee for Global Processing, Inc.,
asked the U.S. Bankruptcy Court for the Northern District of Iowa
for authority to sell properties of the company.
The properties include a 2004 Chevy pickup, tractor and tire
changing machine. The properties are stored at the company's
facility in Haigler, Neb.
Jaime Ortega, an employee of Global Processing, offered to purchase
the properties for a total price of $5,700.
Farmers Trust and Savings Bank holds a pre-bankruptcy perfected
security interests in the tractor and tire changing machine. The
bank's lien will attach to the proceeds from the sale of those
properties.
A court hearing on the proposed sale is scheduled for Feb. 26.
Objections are due by Feb. 7.
About Global Processing Inc.
Global Processing, Inc. -- http://www.globalprocessing.org/--
supplies customers around the world with value-added, quality,
farm-grown food products. The company is based in Kanawha, Iowa.
Global Processing filed Chapter 11 petition (Bankr. N.D. Iowa Case
No. 22-00669) on Oct. 24, 2022, with $10 million to $50 million in
both assets and liabilities. David M. Wilcox, president of Global
Processing, signed the petition.
Judge Thad J. Collins oversees the case.
The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC
as bankruptcy counsel; Nyemaster Goode, P.C. Law Firm as special
litigation counsel; and Gregory DeWeese of DeWeese Consulting, LLC
as chief restructuring officer.
Mary Jensen, Acting U.S. Trustee for Region 12, appointed an
official committee of unsecured creditors on Dec. 1, 2022. The
committee tapped Gislason & Hunter, LLP as its counsel.
On Oct. 16, 2023, the U.S. Trustee appointed Terry L. Gibson as
trustee in this Chapter 11 case. The trustee tapped Wandro &
Associates, PC as his counsel.
GLOBAL VALUES: Wins Cash Collateral Access Thru Feb 29
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia,
Athens Division, authorized Global Values, Inc. and Global Values
VT, LLC to use cash collateral on an interim basis, in accordance
with the budget, through February 29, 2024.
The Debtors acknowledge that as of the Petition Date they are
indebted to Community National Bank in the aggregate amount of
$3.779 million in principal, $405,260 in interest, $11,782 in
attorney's fees, and $23,138 in late fees, for a total amount due
to CNB as of the Petition Date of $4.3 million and that CNB alleges
that the CNB Debt is secured by first priority liens against real
estate located at 19 South Front Street, Barre, Vermont, 25 South
Front Street, Barre, Vermont, Vanetti Place, Barre, Vermont, and
all business assets of the Debtors. The CNB Debt constitutes the
legal, valid, and binding obligation of the Debtors, jointly and
severally, enforceable in accordance with the prepetition loan
documents between the Debtors and CNB.
The Debtors acknowledge that as of the Petition Date the Vermont
Economic Development Authority and the Vermont Small Business
Development Corporation allege that the Debtors are jointly and
severally indebted to (i) VEDA in the aggregate amount of principal
of $447,641, interest of $13,760, and attorney's fees of $2,024 and
(ii) VSBDC in the aggregate amount of principal of $170,629 and
interest of $5,645. The Debtors further acknowledge that VEDA and
VSBDC allege that (i) the alleged debts to VEDA are secured by a
mortgage on 19 South Front Street Barre, Vermont and by UCC liens
on the Debtors' business assets and (ii) the alleged debts to VSBDC
are secured by a mortgage on 25 South Front Street, Barre,
Vermont.
As adequate protection, CNB is granted replacement liens and
security interests in any and all assets acquired by the Debtors
after the Petition Date of the same kind, category, and character
that CNB held a perfected lien against as of the Petition Date.
The Debtors will pay when due postpetition property taxes with
respect to real property located at 19 South Front Street, Barre,
Vermont; 25 South Front Street, Barre, Vermont; and Vanetti Place
Barre, Vermont and provide proof of payment to CNB at the time
payment is made.
The Debtors will also maintain property insurance on the properties
collateralizing Respondents' and other secured parties' purported
secured claims.
A final hearing on the matter is set for February 29 at 10:30 a.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=tlXiGr from PacerMonitor.com.
The Debtor projects total expenses of $297,884 for February 2024.
About Global Values, Inc.
Global Values, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-30612) on December 4,
2023. In the petition signed by Anand S. Anandan, president, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge James Smith oversees the case.
David L. Bury, Jr., Esq., at Stone and Baxter, LLP, represents the
Debtor as legal counsel.
GOLDEN KEY: Wins Cash Collateral Access Thru April 30
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division, authorized Golden Key Group, LLC to use the cash
collateral of Associated Receivables Funding, Inc. on an interim
basis to pay operating expenses for the period from February 1 to
April 30, 2024.
The Debtor is permitted to use cash collateral for these purposes:
(a) maintenance and preservation of its assets;
(b) the continued operation of its businesses by payment of
its actual expenses including, but not limited to, ordinary and
necessary overhead expenses, taxes, insurance, utilities, payroll,
and other routine and necessary vendors and other expenses as
reflected in the Budget; and
(c) payment of fees owed to the Office of the United States
Trustee.
As adequate protection, AR Funding is granted replacement liens
upon and security interests in all of the properties and assets of
the Debtor:
(i) only to the extent the AR Funding's cash collateral is used by
the Debtor and such use results in a diminution of the value of its
cash collateral; and
(ii) with the same perfection and priority in the postpetition
collateral and proceeds thereof of the Debtor that AR Funding held
in the prepetition collateral as of the Petition Date; provided,
however, that the collateral will expressly exclude litigation
claims or other cause of action of the estate.
Any replacement liens will at all times be subordinate to the
payment of the quarterly fees paid to the United State Trustee
pursuant to 28 U.S.C. Section 1930, and to the compensation and
expense reimbursement (excluding professional fees) allowed to any
trustee appointed in the case.
The security interests granted by the Debtor in favor of AR Funding
will be deemed perfected without the necessity for the filing or
execution of documents which otherwise might be required under
non-bankruptcy law for the perfection of security interests if AR
Funding's security interests were perfected under applicable state
law before the bankruptcy filing.
In the event and to the extent that AR Funding's interest in the
Collateral is diminished as a result of the Debtor's use of the
cash collateral during the Sixth Interim Period, AR Funding will be
granted an administrative claim against the Debtor's bankruptcy
estate.
These events constitute an "Event of Default":
(a) Any default, violation or breach of any of the terms of
the order, including the failure of the Debtor to use the cash
collateral in strict compliance with the Order and Budget;
(b) The failure of the Debtor to file timely monthly operating
reports in the Bankruptcy Case;
(c) Conversion of the Case to a case under Chapter 7 of the
Bankruptcy Code;
(d) The appointment of a Chapter 11 trustee in the Case;
(e) The appointment of an examiner in the Case;
(f) The dismissal of the Case; or
(g) the discontinuation of the Debtor's business or the
issuance of an Order for the Debtor to discontinue its business.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=oABEfp from PacerMonitor.com.
The Debtor projects total cash outflow, on a monthly basis, as
follows:
$2,923,245 for February 2024;
$2,877,045 for March 2024; and
$2,964,845 for April 2024.
About Golden Key Group, LLC
Golden Key Group, LLC is a professional services firm dedicated to
helping federal and commercial clients solve today's 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 January 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,
represents the Debtor as legal counsel.
GPD COS: S&P Affirms 'B-' Issuer Credit Rating, Outlook Negative
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on global
plastics distributor and service provider GPD Cos. Parent Inc.
(GPD) because it believes it will generate positive free operating
cash flow (FOCF) despite the challenging business environment and
its double-digit leverage. At the same time, S&P affirmed its 'B-'
issue-level rating on the company's senior secured notes.
The negative outlook reflects S&P's view that GPD's elevated
leverage leaves it with a minimal cushion at the current rating for
unexpected setbacks, which renders it vulnerable to a downgrade if
its demand weakness persists.
A key assumption in our forecast is that GPD will slightly improve
its operating performance in 2024.
S&P said, "We think that, with the gradual end of de-stocking
trends, the demand from the company's products will pick up this
year, although we anticipate the improvement will be more
pronounced in the back half of the year. Ultimately, we believe
GPD's S&P Global Ratings-adjusted debt to EBITDA will improve to
the 7x-8x range as of year-end 2024 from about 10x currently."
The company's ability to generate FOCF is also a key consideration
for the affirmation.
GPD was able to generate significant FOCF in fiscal year 2023 at a
time when its leverage breached the double digits due to
significant demand weakness across the chemicals sector. This
enabled the company to paydown about $135 million of the
outstanding borrowings on its $270 million asset-based lending
(ABL) facility. S&P said, "We expect GPD's low capital expenditure
(capex) requirements, coupled with its efficient working capital
management, will help prevent a further deterioration in its credit
quality relative to our base-case forecast. The company does not
have any upcoming debt maturities and maintains access to its ABL
facility for any near-term liquidity requirements."
The negative outlook reflects the company's limited cushion at the
current rating.
Amid the weak macroeconomic environment in the chemicals sector,
GPD's sales volumes and per unit gross margin declined, causing its
S&P Global Ratings-adjusted debt to EBITDA to rise to the
double-digit range as of the end of fiscal year 2023. Under our
base case, we assume the company slightly improves its leverage to
the high single digit area as of year-end 2024. At its current
leverage levels, S&P believes GPD has a very limited cushion for a
delay to the anticipated improvement in its earnings, let alone a
failure to increase its earnings.
S&P continues to assess GPD's business risk as weak.
S&P said, "Our view of the company's business risk incorporates its
sizeable market share and broad customer base across diverse
industries, such as health care, packaging, consumer automotive,
and general industrial. GPD also has a strong brand reputation as
one of the leading plastic resin distributors in the U.S. and
Europe. Our assessment also incorporates the company's reliance on
its key suppliers and susceptibility of earnings fluctuations due
to changes in polypropylene and polyethylene prices.
"The negative outlook on GPD reflects our expectation that its
leverage will remain elevated over the next 12 months, leaving it
with a limited cushion at the current rating for persistent weak
demand. We anticipate the company will moderately improve its
EBITDA and slightly reduce its leverage this year, though we expect
it will remain highly leveraged as of year-end 2024. We believe
GPD's low capital spending and working capital requirements, along
with the availability under its credit facility, will enable it to
address any near-term liquidity requirements. We also expect the
company will address its debt maturities before they become
current.
"We expect GPD's S&P Global Ratings-adjusted weighted average debt
to EBITDA will remain in the high-single digit area over the next
12 months.
"We could lower our ratings on GPD in the next year if we believe
its leverage will remain in the double-digits as of the end of 2024
or its liquidity sources decline to less than 1.2x of its uses
without a near-term remedy. This could occur if the anticipated
improvements in the company's volumes and EBITDA do not
materialize, it experiences an unfavorable shift in its product
mix, its volumes deteriorate unexpectedly and weaken its revenue
and margins, a key supplier unexpectedly outsources its products to
a competing distributor, or the demand for the products it
distributes declines. We could also lower our ratings if GPD's
owners take a dividend or pursue debt-funded acquisitions such that
its leverage rises to unsustainable levels and it potentially trips
its covenant.
"We could revise our outlook on GPD to stable if it increases its
earnings such that its trailing-12-month debt to EBITDA improves
to, and remains in, the 7x-8x range."
GRAY TELEVISION: Moody's Lowers CFR to 'B2', Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Gray Television, Inc.'s
Corporate Family Rating to B2 from B1 and Probability of Default
Rating to B2-PD from B1-PD. Concurrently, Moody's downgraded Gray's
senior secured debt obligations to Ba3 from Ba2 and senior
unsecured notes to Caa1 from B3. Moody's also assigned Ba3 ratings
to Gray's new senior secured bank credit facilities comprising a
$500 million guaranteed first-lien revolving credit facility (RCF)
due 2027 and $1.19 billion guaranteed term loan F due 2029. The
company's Speculative Grade Liquidity rating is unchanged at SGL-1.
The outlook is stable.
Net proceeds from the new credit facilities will be used to
refinance a portion of the existing credit facilities, consisting
of the $500 million RCF ($75 million due January 2, 2026 and $425
million due December 1, 2026) and $1.19 billion senior secured term
loan E due January 2, 2026 via an amendment to the current credit
agreement. The new credit facilities will be issued by the same
borrower, secured by the same collateral package and guaranteed by
similar guarantors as the existing credit facilities. The new RCF
will have springing maturities at 91 days inside the maturity dates
of the senior unsecured notes due July 2026, May 2027, October 2030
and November 2031 if at least $200 million is outstanding on each
respective tranche. The assigned ratings are subject to review of
final documentation and no material change in the size, terms and
conditions of the transaction as advised to Moody's. Upon
transaction closing and full repayment, Moody's will withdraw the
Ba3 ratings on the existing credit facilities.
RATINGS RATIONALE
Governance risks were a key driver of the ratings downgrade and
reflects Moody's medium to long-term expectation for continued
pressure on retransmission revenue growth due to the increasing
pace of subscriber losses arising from secular cord-cutting trends,
as well as ongoing declines in linear TV core advertising. These
trends will weigh on Gray's future operating performance leading to
debt protection measures that are more consistent with its B2 CFR
broadcasting and non-broadcasting peers. Moody's expects financial
leverage, as measured by total debt to two-year average EBITDA
(Moody's adjusted), will remain in the 5x-6x range over the rating
horizon.
Excluding the impact of Gray's acquisitions in 2017, 2019 and 2021,
Moody's estimates the company's historic retransmission organic
revenue growth was resilient at around mid-teens percentage.
However, with multichannel video programming distributors (MVPDs)
continuing to experience pressure from greater subscriber declines,
Moody's expects offsetting rate increases will likely become more
difficult in the medium to long-term. This will result in
retransmission revenue growth in the low-single digit percentage
range. Traditional MVPD year-over-year (yoy) industrywide
subscriber losses are currently around -12% and Moody's expects
that Gray's traditional subscriber base will continue to erode,
rising to the mid-teen percentage range over the rating horizon.
Retransmission revenue accounts for nearly half of the company's
total revenue in non-election years and roughly 40% in election
years. Somewhat offsetting the expected erosion is Gray's presence
in large and mid-sized markets with nearly one half of total
audience reach in large markets and stations ranked #1 or #2 in 90%
of its markets.
Additionally, Gray's core advertising organic revenue will
experience greater volatility arising from the underlying and
ongoing structural pressures in linear TV core advertising, which
Moody's projects will decline at an annual run-rate in the
low-to-mid single digit percentage range for the industry. Through
September of last year, the company's core advertising revenue
growth was flat. Gray's performance was better than the industry's
mid-single digit percentage decline due to resurgent marketing
spend in the Auto vertical offset by declining ad spend in the
Financial vertical as higher interest rates reduced demand for new
mortgages and refinancings. The strength of Gray's TV stations
offered some buffer as budgets were prioritized to higher quality
media assets. While Gray's total ad revenue likely declined around
15%-20% in 2023, due to meaningfully lower political ad revenue in
a non-election year, Moody's expects political advertising spend to
be a strong boost to revenue and profits in 2024.
Gray's B2 CFR is supported by the company's quasi-national
footprint and scale across its network of broadcast stations, their
significant reach and strong market positions. Gray is one of the
largest US broadcasters with 171 owned and operated network
affiliated TV stations across 113 markets of which roughly 70% are
large or mid-sized markets. The company's revenue model benefits
from a mix of recurring retransmission fees that historically
helped to offset the inherent volatility of traditional advertising
revenue. Over the rating horizon, Moody's expects retransmission
revenue growth will be challenged in the low-single digit
percentage range as the rate of subscriber losses outpaces annual
fee increases, which constrains the rating. In even numbered years,
revenue benefits from material political advertising spend,
especially during presidential election years, which can mask
pressure in retransmission revenue, but also boosts EBITDA. During
election years, Gray generates solid free cash flow (FCF), which
declines during non-election years.
The B2 CFR is constrained by the ongoing structural decline in
linear TV core advertising as non-political TV advertising budgets
continue to erode in favor of digital media. Moody's expects Gray's
linear TV core ad revenue will decrease at an annual run-rate in
the low-single digit percentage range, however this could worsen
during periods of weak CPM (cost per thousand impressions) pricing
and/or deteriorating macroeconomic conditions. To offset these
challenges and diversify its operations, Gray has invested in new
technologies, businesses (e.g., Atlanta Assembly, a media
production "studio city" in Georgia) and over-the-top (OTT)
distribution, however this burdens cash flows and creates
operational risk in the short-term until these assets become
profitable. The rating also reflects a somewhat aggressive
financial policy and a tolerance for high financial leverage.
The stable outlook reflects the structural and secular pressures in
Gray's business and Moody's view that the company's credit metrics
are appropriately positioned within the B2 CFR. At September 30,
2023, Gray's total debt to two-year average EBITDA was 6.1x
(Moody's adjusted). Moody's expects leverage to improve to the
5.6x-5.8x region by the end of 2024 as political advertising
revenue in a presidential election year boosts EBITDA. As political
advertising recedes in 2025 and retransmission revenue growth
remains pressured, Moody's expects leverage in the 5.75x-6x range
at the end of next year. Moody's normalizes the effect of political
advertising by evaluating two-year averages for Moody's adjusted
financial leverage ratios.
Over the next 12-18 months, Moody's expects Gray will maintain very
good liquidity as reflected in the SGL-1 Speculative Grade
Liquidity rating. At September 30, 2023, LTM FCF (defined as cash
flow from operations less capex less dividends) totaled roughly -$5
million (Moody's adjusted), cash and cash equivalents were
approximately $21 million and $469 million was available under the
$500 million RCF. FCF was under pressure last year due to slowing
growth in core advertising spend and absence of political ad
revenue in a non-election year as well as higher capital
expenditures. Moody's expects capex to normalize in 2024 given the
company's plans to cease future construction projects following the
completion of its Atlanta Assembly film studios last summer. In
2024, Moody's expects that Gray will generate FCF of around $450
million to $550 million (presidential election year) and maintain
solid cash balances. Moody's anticipates that the bulk of FCF will
be used for debt repayments/repurchases and investments.
The ratings on the senior secured bank credit facilities and senior
unsecured notes are one notch lower than the implied outcome to
reflect the likelihood that Gray's future capital structure will
contain a higher proportion of secured debt relative to unsecured
debt, based on the sizable incremental facility that can be
incurred under the terms of the credit agreement amendment
associated with the pending refinancing. As proposed, Gray can
upsize the credit facilities equal to the sum of $600 million plus
an amount subject to 4x first-lien net leverage and 5.5x secured
net leverage (as defined in the credit agreement).
ESG CONSIDERATIONS
Gray's ESG credit impact score was changed to CIS-4 from CIS-3,
chiefly driven by governance and social risks. CIS-4 indicates the
rating is lower than it would have been if ESG risk exposures did
not exist. The credit impact score reflects increasing exposure to
governance risk, chiefly influenced by financial strategy and risk
management given the somewhat aggressive financial policy,
characterized by debt-financed acquisitions and a tolerance for
high financial leverage. Governance risk is also driven by
management credibility and track record, and the concentration of
voting rights held by the Howell-Robinson family and affiliates,
with about 40% voting control. Elevated social risks include
demographic and societal trends associated with changes in
consumers' video consumption.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Gray sustains leverage comfortably
well below 4.75x (Moody's adjusted on a two-year average EBTIDA
basis) and FCF to debt above 6% (Moody's adjusted on a two-year
average FCF basis). Gray would also need to: (i) exhibit organic
revenue growth and stable-to-improving EBITDA margins on a two-year
average basis; (ii) adhere to conservative financial policies; and
(iii) maintain at least good liquidity to be considered for an
upgrade. The ratings could be downgraded if Gray's leverage was
sustained above 6x (Moody's adjusted on a two-year average EBITDA
basis) as a result of weak operating performance or more aggressive
financial policies. A downgrade could also arise if FCF to debt was
sustained below 3% (Moody's adjusted on a two-year average FCF
basis) or Gray experienced deterioration in liquidity or covenant
compliance weakness.
Headquartered in Atlanta, GA, Gray Television, Inc. is a multimedia
broadcast company that currently owns and operates television
stations across 113 markets reaching 36% of US households (25%
including the 50% UHF discount). In roughly 90% of its markets, the
company operates the #1 or #2 ranked station. Gray is publicly
traded with the Howell-Robinson family and affiliates of the late
J. Mack Robinson collectively owning approximately 11% of combined
classes of common stock. The dual class equity structure provides
these affiliated entities with around 43% voting share. Revenue for
the twelve months ended September 30, 2023 totaled approximately
$3.5 billion.
The principal methodology used in these ratings was Media published
in June 2021.
HEYWOOD HEALTHCARE: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Central Division, authorized Heywood Healthcare, Inc. and
affiliates to use cash collateral on an interim basis in accordance
with the budget, through the earliest to occur of (i) the entry of
the Final Order; ( ii) the occurrence and during the continuance of
a Termination Event and following the Default Notice Period; or
(iii) February 29, 2024.
The events that constitute a "Termination Event" include:
a. failure by any Debtor to comply with the Approved Budget
(including any variance testing, but subject to the Permitted
Variances);
b. (i) the use of cash collateral other than in accordance with the
Approved Budget and the terms and conditions of this Third Interim
Order, or (ii) the termination, withdrawal or modification of State
Funding;
c. failure by any Debtor to comply with Sections 1.2(c), 1.2(e),
2.1(b), 2.1(e), 3.2 or 4.1 of the Third Interim Order; and
d. the entry by a court of competent jurisdiction of an order
pursuant to which the Prepetition Secured Parties will cease to
have a valid and perfected first priority security interest in and
lien on any Prepetition Collateral (subject to the NMTC Lien and
Ground Lease Interest), junior only to the Carve Out and any
Permitted Liens.
The Debtors require access to their cash collateral to fund the
ongoing operating expenses of the other Debtors during the Chapter
11 Cases.
The Debtors, the Massachusetts Development Finance Agency and U.S.
Bank Trust Company, National Association, as successor in interest
to U.S. Bank National Association, as trustee, are party to three
loan and trust agreements, each dated as of November 1,2019,
providing a bond facility, pursuant to which the Issuer issued the
following three series of bonds: (a) the Series 2019A Bonds in an
aggregate principal amount of $28.350 million, (b) the Series
2019B-1 Bonds in an aggregate principal amount of $10.525 million,
and (c) the Series 2019B-2 Bonds in an aggregate principal amount
of $11 million. Pursuant to the Prepetition LTAs, the Issuer loaned
the proceeds of the Series 2019 Bonds to the Debtors to, among
other things, refinance pre-existing bond debt obligations and
finance the construction, improvement, renovation and/or equipping
of the Debtors' health facilities. In connection with each of the
Series 2019 Bonds, the Debtors entered into a corresponding
continuing covenant agreement, each dated as of November 1, 2019
with Siemens Public, Inc., pursuant to which the Bondholder
purchased the applicable Series 2019 Bond and became the sole
registered and beneficial owner of such bond.
Separate from their bond debt obligations, the Debtors are also
party to the Loan Agreement, dated as of April 12, 2022 with
Siemens Financial Services, Inc., pursuant to which SFS provided
the Debtors with a term loan in the aggregate principal amount of
$10 million. The Prepetition Notes, together with the Prepetition
LTAs, the Series 2019 Bonds, the CCAs, the Master Indenture, the
Siemens Loan Agreement, and together with all other agreements,
documents, and instruments executed and/or delivered with, to or in
favor of the Prepetition Secured Parties.
The Debtors' obligations owing to the Bondholder and SFS are
evidenced and secured by the Debtors' obligations under the Master
Trust Indenture, dated as of November 1, 2019, by and among the
Debtors and U.S. Bank Trust Company, National Association,
successor in interest to U.S. Bank National Association.
U.S. Bank Trust Company, National Association, as Master Trustee,
Siemens Public, Inc., and Siemens Financial Services, Inc. assert a
potential interest in the cash collateral.
As of the Petition Date, the Debtors' prepetition secured
indebtedness includes approximately $71 million in funded debt held
by third-party lenders.
As adequate protection, the Prepetition Secured Parties are granted
valid and perfected postpetition replacement security interests in
and liens upon the Prepetition Collateral.
Subject only to the Carve Out and the Permitted Liens, the
Prepetition Secured Parties are granted allowed administrative
expense claims and allowed superpriority administrative expense
claims pursuant to 11 U.S.C. Sections 503(b), 507(a), and 507(b).
A final hearing on the matter is set for February 22 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=f2PjtE
from PacerMonitor.com.
About Heywood Healthcare, Inc.
Heywood Healthcare, Inc. is a non-profit community-owned hospital
licensed for 134 bed hospital, located in Gardner, Massachusetts.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Lead Case No. 23-40817) on October
1, 2023. In the petition signed by Thomas Sullivan, co-chief
executive officer, the Debtor disclosed up to $500,000 in both
assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
John M. Flick, Esq., at Flick Law Group, PC, represents the Debtor
as legal counsel.
HUMBLE & FUME: Severe Liquidity Crisis Cue CCAA Proceedings
-----------------------------------------------------------
Humble & Fume Inc. and its subsidiaries, Humble & Fume Inc.
(Manitoba), P. W.F. Holdco Inc., Windship Trading LLC, B.O.B.
Headquarters Inc., Fume Labs Inc., and Humble Cannabis Solutions
Inc. ("Humble Group") initiated proceedings under the Companies
Creditors Arrangement Act ("CCAA").
The Ontario Superior Court of Justice granted an Initial Order,
which, among other things: (i) granted a stay of proceedings up to
and including Jan. 15, 2024; and (ii) appointed Deloitte
Restructuring Inc. as Court-appointed monitor of the business and
financial affairs of the Humble Group ("Monitor").
During the Stay Period, all parties are prohibited from commencing
or continuing legal or enforcement actions against the Debtors and
all rights and remedies of any party against or in respect of the
Debtors or their assets are stayed and suspended except with the
written consent of the Debtors and the Monitor, or leave of the
Court.
According to court documents, the Companies are insolvent, face a
severe liquidity crisis, and are in urgent need of relief under the
CCAA. Given its liquidity crisis, the Companies require the
breathing room afforded by the CCAA in order to stabilize their
operations and prepare a sale and investment solicitation process
("SISP"). The CCAA provides the most appropriate forum for the
Companies to restructure their affairs.
The Companies said they believe that it is in the best interest of
its stakeholders to pursue a SISP backstopped by the stalking horse
purchase agreement.
Copies of the Initial Order and the materials related to the Court
application have been posted on the Monitor's Website at:
http://www.insolvencies.deloitte.ca/en-ca/humble
If you have any questions regarding this matter, please contact
Deloitte Restructuring Inc. at the following address:
Deloitte Restructuring Inc.
8 Adelaide Street West, Suite 200
Toronto, ON MSH 0A9
Todd Ambachtsheer
Tel: 416-607-0781
Email: tambachtsheer@deloitte.ca
Jorden Sleeth
Tel: 416-819-2312
Emai;: jsleeth@deloitte.ca
Bharat Khemani
Tel: 647-394-1320
Email: bkhemani@deloitte.ca
Persons requiring further information not available on this website
should email the Monitor at humble@deloitte.ca or call the
Monitor's toll-free hotline at 1-833-485-1340.
Counsel to the Companies:
Miller Thomson LLP
Scotia Plaza
40 King Street West, Suite 5800
P.O. Box 1011
Toronto, ON Canada M5H 3S1
Larry Ellis
Tel: 416-595-8639
Email: lellis@millerthomson.com
David Ward
Tel: 416-595-8625
Email: dward@millerthomson.com
Matthew Cressatti
Tel: 416-597-4311
Email: mcressatti@millerthomson.com
Counsel to the Monitor:
Cozen O'Connor
West Tower, Bay Adelaide Centre
333 Bay St. , Suite 1100
Toronto, ON M5H 2R2
Steven Weisz
Tel: (416) 361-1405
Email: sweisz@cozen.com
Heidi Esslinger
Email: HEsslinger@cozen.com
Humble & Fume Inc. distributes cannabis and cannabis accessories in
Canada and the United States.
IKON WEAPONS: Seeks to Hire Iron Horse as Auctioneer and Broker
---------------------------------------------------------------
Ikon Weapons, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of North Carolina to employ William B. Lilly,
Jr., Iron Horse Auction Co. Inc. and Iron Horse Commercial
Properties, LLC as its auctioneer and real estate broker.
The firms will sell at private sale the Debtor's property located
at 234 Liberty Church Hill Rd., Mt. Gilead, North Carolina 27306.
Iron Horse Auction Co., Inc. has agreed to be compensated a buyer's
premium of 10 percent and $3,000 marketing fee. Should the real
property not sell at auction, Iron Horse Commercial Properties,
Inc. has agreed to a commission of 8 percent of the gross sales
price of the real property.
In court filings, Mr. Lilly disclosed that he and his firm are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firms can be reached through:
William B. Lilly, Jr.
Iron Horse Auction Co. Inc.
Iron Horse Commercial Properties, LLC
174 Airport Rd.
Rockingham, NC 28379
Tel: (704) 985-9300
Fax: (910) 895-1530
Email: will@ironhorseauction.com
About Ikon Weapons
Ikon Weapons, LLC operates as weapon manufacturer, purchaser, and
importer. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-10507) on Sept. 2,
2022. In the petition signed by Suliban Deaza, member and manager,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Benjamin A. Kahn oversees the case.
John C. Woodman, Esq., at Essex Richards, P.A. is the Debtor's
counsel.
INSPIREMD INC: Receives CE Mark Recertification Under New EU MDR
----------------------------------------------------------------
InspireMD, Inc. announced that it has received CE Mark
recertification under the European Union's new Medical Device
Regulation (MDR) regulatory framework. MDR replaced the previous
MDD framework, which had governed the approval and marketing of
medical devices in the EU until May of 2021.
Marvin Slosman, chief executive officer of InspireMD, stated, "The
transition from MDD to MDR has been challenging and has required
us, and others in the medical device industry, to be comprehensive
and persistent in our approach to addressing changes in
requirements, timelines, and priorities during this process. We are
very pleased to have now received formal recertification of our CE
Mark under MDR, allowing us to continue to work to make CGuard EPS
the standard of care for carotid artery revascularization in our
existing commercial territories while also advancing our new
product pipeline using the pathway provided under MDR."
"In parallel, our work on the Premarket Approval Application (PMA)
for the C-GUARDIANS U.S. IDE trial continues to progress nicely,
and we look forward to primary endpoint results in mid-2024,
followed by submission of the final module of the PMA application
to FDA in the second half of this year. We continue to aggressively
work toward multiple value creating milestones, including the
potential U.S. approval of the CGuard Prime EPS stent system in the
first half of 2025," Slosman concluded.
About InspireMD
Headquartered in Tel Aviv, Israel, InspireMD, Inc. --
http://www.inspiremd.com-- is a medical device company focusing on
the development and commercialization of its proprietary MicroNet
stent platform technology for the treatment of complex vascular and
coronary disease. A stent is an expandable "scaffold-like" device,
usually constructed of a metallic material, that is inserted into
an artery to expand the inside passage and improve blood flow. Its
MicroNet, a micron mesh sleeve, is wrapped over a stent to provide
embolic protection in stenting procedures.
InspireMD reported a net loss of $18.49 million for the year ended
Dec. 31, 2022, compared to a net loss of $14.92 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$24.65 million in total assets, $7.26 million in total liabilities,
and $17.39 million in total equity.
Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has suffered
recurring losses from operations and cash outflows from operating
activities that raise substantial doubt about its ability to
continue as a going concern.
INVIVO THERAPEUTICS: Case Summary & Seven Unsecured Creditors
-------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
InVivo Therapeutics Corporation (Lead Case) 24-10137
1500 District Avenue
Burlington, MA 01803
InVivo Therapeutics Holdings Corp. 24-10138
1500 District Avenue
Burlington, MA 01803
Business Description: The Debtors are a research and clinical-
stage biomaterials and biotechnology company
with a focus on treatment of spinal cord
injuries.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Mary F. Walrath
Debtor's
Bankruptcy
Counsel: Matthew B. McGuire, Esq.
Joshua B. Brooks, Esq.
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, Delaware 19801
Tel: (302) 467-4400
Fax: (302) 467-4450
Email: mcguire@lrclaw.com
brooks@lrclaw.com
Debtor's
Financial
Advisor: SONORAN CAPITAL ADVISORS, LLC
Debtor's
Special
Corporate
Counsel: WILMER CUTLER PICKERING HALE AND DORR LLP
Debtor's
Investment
Banker: SSG ADVISORS, LLC
Debtors' Total Assets as of Sept. 30, 2023: $9,584,000
Debtors' Total Debts as of Sept. 30, 2023: $666,000
The petitions were signed by Richard Christopher as chief financial
officer.
Full-text copies of the petitions containing, among other items,
lists of the Debtors' seven unsecured creditors are available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/KMU55NI/InVivo_Therapeutics_Holdings_Corp__debke-24-10138__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KDOYM3A/InVivo_Therapeutics_Corporation__debke-24-10137__0001.0.pdf?mcid=tGE4TAMA
IRONNET INC: Cleared for Chapter 11 Plan Equity Swap
----------------------------------------------------
Vince Sullivan of Law360 reports that IronNet Inc. , a
cybersecurity firm founded by a former head of the NSA, received
court approval Thursday, January 18, 2024, for its Chapter 11 plan
to exchange secured debt for equity in a reorganized business,
telling a Delaware bankruptcy judge that it had resolved all
concerns related by interested parties.
About IronNet Inc.
Founded in 2014 and headquartered in McLean, Va., IronNet, Inc.
(OTCMKTS: IRNTQ) -- https://www.ironnet.com/ -- is a global
cybersecurity company that is transforming how organizations secure
their networks by delivering the first-ever collective defense
platform operating at scale. Employing a number of former NSA
cybersecurity operators with offensive and defensive cyber
experience, IronNet integrates deep tradecraft knowledge into its
industry-leading products to solve the most challenging cyber
problems facing the world today.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on October 12,
2023. In the petition signed by Cameron Pforr, president and chief
financial officer, IronNet, Inc. disclosed $77,389 in assets and
$33,833,108 in liabilities. Debtor IronNet Cybersecurity, Inc.
listed $10 million to $50 million in estimated assets and $50
million to $100 million in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel, Arnold & Porter Kaye Scholer LLP as general
corporate counsel, and Stretto, Inc. as claims, noticing, and
solicitation agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the DIP
lenders as legal counsel.
IRONNET INC: Incurs $6.84 Million Net Loss in Q2 2023
-----------------------------------------------------
IronNet, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, disclosing a net loss
of $6.84 million on $6 million total revenue for the three months
ended July 31, 2023, compared to a net loss of $28.4 million on
$6.6 million total revenue for the same period in 2022.
For the six months ended July 31, 2023, the Company reported a net
loss of $16.1 million on $12.8 million total revenue, compared to a
net loss of $61.6 million on $13.3 million total revenue for the
six months ended July 31, 2022.
As of July 31, 2023, the Company had $20.6 million in total assets,
$65.6 million in total liabilities, and $45.07 million in total
stockholders' deficit.
A full-text copy of the Form 10-Q is available at
http://tinyurl.com/mvvpcsu2
About IronNet
Founded in 2014 and headquartered in McLean, Va., IronNet, Inc.
(OTCMKTS: IRNTQ) -- https://www.ironnet.com/ -- is a global
cybersecurity company that is transforming how organizations secure
their networks by delivering the first-ever collective defense
platform operating at scale. Employing a number of former NSA
cybersecurity operators with offensive and defensive cyber
experience, IronNet integrates deep tradecraft knowledge into its
industry-leading products to solve the most challenging cyber
problems facing the world today.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on October 12,
2023. In the petition signed by Cameron Pforr, president and chief
financial officer, IronNet, Inc. disclosed $77,389 in assets and
$33,833,108 in liabilities. Debtor IronNet Cybersecurity, Inc.
listed $10 million to $50 million in estimated assets and $50
million to $100 million in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; Arnold & Porter Kaye Scholer, LLP as general
corporate counsel; and Stretto, Inc. as claims, noticing and
solicitation agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the DIP
lenders as legal counsel.
IRONNET INC: Reports $6.3 Million Net Loss in Q3 2023
-----------------------------------------------------
IronNet, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, disclosing a net loss
of $6.3 million on $4.6 million total revenue for the three months
ended October 31, 2023, compared to a net loss of $32 million on $7
million total revenue for the same period in 2022.
For the nine months ended October 31, 2023, the Company reported a
net loss of $22.4 million on $17.4 million total revenue, compared
to a net loss of $93.6 million on $20.3 million total revenue for
the nine months ended October 31, 2022.
As of October 31, 2023, the Company has $15.1 million in total
assets, $66.5 million in total liabilities, and $51.4 million in
total stockholders' deficit.
There is substantial doubt about the Company's ability to continue
as a going concern within the next 12 months from the date of this
Quarterly Report.
The Company's ability to continue as a going concern is contingent
upon its ability to generate sufficient liquidity to meet its
contractual obligations and operating needs. Beginning on the
Petition Date, it is also contingent upon its ability to, subject
to the Bankruptcy Court's approval, implement a Chapter 11 plan of
reorganization and emerge from the Chapter 11 Cases. As a result,
the Company faces risks and uncertainties related to, among other
things, (i) the Company's ability to obtain requisite support for a
Chapter 11 plan from various stakeholders, and (ii) the potentially
disruptive effects of the Chapter 11 proceedings on its business
making it potentially more difficult to maintain business,
financing and operational relationships. The outcome of the Chapter
11 Cases is subject to a high degree of uncertainty and is
dependent upon factors that are outside of its control, including
rulings by the Bankruptcy Court and the actions of the Company's
creditors. There can be no assurance that the Company will be
successful in executing a transaction, or consummating a Chapter 11
plan with respect to the Chapter 11 Cases.
As a result of risks and uncertainties related to the
aforementioned conditions, the delisting of its common stock, and
the effects of potential disruption resulting from the Chapter 11
Cases making it more difficult to maintain business, financing and
operational relationships, together with the Company's recurring
losses from operations and accumulated deficit, substantial doubt
exists regarding its ability to continue as a going concern for the
next 12 months.
The filing of the Chapter 11 Cases constituted an event of default
that accelerated substantially all of the Company's obligations
under all of its pre-petition debt instruments.
A full-text copy of the Form 10-Q is available at
http://tinyurl.com/3a2sbv93
About IronNet
Founded in 2014 and headquartered in McLean, Va., IronNet, Inc.
(OTCMKTS: IRNTQ) -- https://www.ironnet.com/ -- is a global
cybersecurity company that is transforming how organizations secure
their networks by delivering the first-ever collective defense
platform operating at scale. Employing a number of former NSA
cybersecurity operators with offensive and defensive cyber
experience, IronNet integrates deep tradecraft knowledge into its
industry-leading products to solve the most challenging cyber
problems facing the world today.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on October 12,
2023. In the petition signed by Cameron Pforr, president and chief
financial officer, IronNet, Inc. disclosed $77,389 in assets and
$33,833,108 in liabilities. Debtor IronNet Cybersecurity, Inc.
listed $10 million to $50 million in estimated assets and $50
million to $100 million in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; Arnold & Porter Kaye Scholer, LLP as general
corporate counsel; and Stretto, Inc. as claims, noticing and
solicitation agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the DIP
lenders as legal counsel.
IRONNET INC: Reports $9.24 Million Net Loss in Q1 2023
------------------------------------------------------
IronNet, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q, disclosing a net loss
of $9.24 million on $6.8 million total revenue for the three months
ended April 30, 2023, compared to a net loss of $33.2 million on
$6.69 million total revenue for the same period in 2022.
As of April 30, 2023, the Company has $30.3 million in total
assets, $73.4 million in total liabilities, and $43.2 million in
total stockholders' deficit.
As of April 30, 2023, the Company had cash and cash equivalents of
$7.5 million which is not legally restricted to use, and
collectable receivables of $3.6 million, accounts payable and
accrued expenses of $16.8 million, including $7.2 million due to
taxing authorities, of which approximately $6.3 million was
subsequently paid, $7.5 million in principal amounts owed on
convertible debt and $19.0 million in principal amounts owed on
related party debt.
A full-text copy of the Form 10-Q is available at
http://tinyurl.com/mtw4kuzj
About IronNet
Founded in 2014 and headquartered in McLean, Va., IronNet, Inc.
(OTCMKTS: IRNTQ) -- https://www.ironnet.com/ -- is a global
cybersecurity company that is transforming how organizations secure
their networks by delivering the first-ever collective defense
platform operating at scale. Employing a number of former NSA
cybersecurity operators with offensive and defensive cyber
experience, IronNet integrates deep tradecraft knowledge into its
industry-leading products to solve the most challenging cyber
problems facing the world today.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on October 12,
2023. In the petition signed by Cameron Pforr, president and chief
financial officer, IronNet, Inc. disclosed $77,389 in assets and
$33,833,108 in liabilities. Debtor IronNet Cybersecurity, Inc.
listed $10 million to $50 million in estimated assets and $50
million to $100 million in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; Arnold & Porter Kaye Scholer, LLP as general
corporate counsel; and Stretto, Inc. as claims, noticing and
solicitation agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the DIP
lenders as legal counsel.
ITTELLA INTERNATIONAL: Unsecureds Will Get 5% of Claims in Plan
---------------------------------------------------------------
Ittella International, LLC, and its Debtor Affiliates filed with
the U.S. Bankruptcy Court for the Central District of California a
Disclosure Statement describing Joint Chapter 11 Liquidating Plan
dated January 29, 2024.
Beginning in 2017, the Debtors supplied plant-based products to
leading retailers in the United States, with signature products
such as ready-to-cook bowls, zucchini spirals, riced cauliflower,
acai and smoothie bowls, cauliflower crust pizza, wood fire crusted
pizza, handheld burritos, bars and quesadillas.
TCI is a publicly held company. Prior to the sale of substantially
all of the Debtors' Assets pursuant to various sales approved by
the Bankruptcy Court (the "Asset Sales") and cessation of normal
business operations after the Petition Date, TCI offered a broad
portfolio of innovative plant-based frozen foods through the other
Debtors, all of which are direct or indirect subsidiaries of TCI.
As of the Petition Date, the Debtors owned domestic copyrights and
domestic and foreign trademarks, trademark applications,
registrations, and other proprietary rights and website domains
that were important to their business (collectively, the
"Intellectual Property").
On September 19, 2023, the Debtors conducted an Auction in
conformance with the Bid Procedures for the Auction Assets.
Pursuant to the Auction, the Sale Motion, the PP Sale Order, and
the RP Sale Order, the Debtors sold substantially all of the
Auction Assets to 10 different buyers. The Auction Sales resulted
in cash proceeds in the amount of approximately $18.3 million (the
"Sale Proceeds"), credit bid/claim waivers in the approximate
amount of $869,413, and waivers of certain unsecured claims.
As a result of the Asset Sales, together with the rejection of
various executory contracts and unexpired leases and the
abandonment of inventory that could not be sold, the Debtors'
primary remaining Assets are currently comprised of (1) Cash
(including any unused portion of the GE Letter of Credit Account),
(2) accounts receivable that were not sold, (3) Estate Causes of
Action, (4) proceeds of insurance and insurance policies, and (5)
any value that may be obtained for TCI's public shell.
Class 3 consists of General Unsecured Claims against BCI in the
amount of $3,334,120.47. Holders of Allowed Claims paid up to 5% of
the amount of Allowed Claim as soon as practicable from Available
Cash. This Class is impaired.
Class 4 consists of General Unsecured Claims against Ittella in the
amount of $27,116,752.23. Holders of Allowed Claims shall receive a
Pro Rata Share of Cash remaining after (1) the payment in full of
all Allowed Secured Claims, Allowed Administrative Claims, Allowed
Priority Tax Claims, and Allowed Other Priority Claims and (2) the
payment of up to 5% of the amount of Allowed General Unsecured
Claims in Classes 3 and 5-10 as soon as practicable from Available
Cash. This Class is impaired.
Class 5 consists of General Unsecured Claims against ICLLC in the
amount of $682.02. Holders of Allowed Claims paid up to 5% of the
amount of Allowed Claim as soon as practicable from Available Cash.
This Class is impaired.
Class 6 consists of General Unsecured Claims against Karsten in the
amount of $150.00. Holders of Allowed Claims paid up to 5% of the
amount of Allowed Claim as soon as practicable from Available Cash.
This Class is impaired.
Class 7 consists of General Unsecured Claims against Myjojo in the
amount of $719.64. Holders of Allowed Claims paid up to 5% of the
amount of Allowed Claim as soon as practicable from Available Cash.
This Class is impaired.
Class 8 consists of General Unsecured Claims against NMFD in the
amount of $6,603,488.46. Holders of Allowed Claims paid up to 5% of
the amount of Allowed Claim as soon as practicable from Available
Cash. This Class is impaired.
Class 9 consists of General Unsecured Claims against TCI in the
amount of $8,965,635.37. Holders of Allowed Claims paid up to 5% of
the amount of Allowed Claim as soon as practicable from Available
Cash. This Class is impaired.
Class 10 consists of General Unsecured Claims against TTCF in the
amount of $292.38. Holders of Allowed Claims paid up to 5% of the
amount of Allowed Claim as soon as practicable from Available Cash.
This Class is impaired.
Unless otherwise expressly provided under the Plan, on the
Effective Date, the Debtors' Assets, including, without limitation,
all Estate Causes of Action, will vest in the Liquidating Trust
free and clear of all claims, liens, encumbrances, charges and
other interests, subject to the provisions of the Plan. On and
after the Effective Date, the transfer of the Debtors' Assets from
the Estates to the Liquidating Trust will be deemed final and
irrevocable and Distributions may be made from the Liquidating
Trust.
The Liquidating Trust shall be entitled to incur, and to be
reimbursed for, Post-Effective Plan Expenses in performing its
duties and obligations under the Plan and Liquidating Trust
Agreement. All Post-Effective Date Plan Expenses shall be expenses
of the Liquidating Trust. The Liquidating Trustee shall have no
personal liability for any Post-Effective Date Plan Expenses. The
Liquidating Trustee shall disburse funds from the Liquidating Trust
Assets for the purpose of funding the Post-Effective Date Plan
Expenses.
A full-text copy of the Disclosure Statement dated January 29, 2024
is available at https://urlcurt.com/u?l=thQu7C from
PacerMonitor.com at no charge.
Attorneys for Debtors:
David L. Neale, Esq.
Todd M. Arnold, Esq.
John-Patrick M. Fritz, Esq.
Robert M. Carrasco, Esq.
Levene, Neale, Bender, Yoo & Golubchik, LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: dln@lnbyg.com
tma@lnbyg.com
jpf@lnbyg.com
rmc@lnbyg.com
About Ittella International
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.
JBM SPECIALTIES: Seeks Court Nod to Sell Assets by Auction
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas is set
to hold a hearing on Feb. 6 to consider the motion filed by JBM
Specialties, LLC to sell its assets by auction.
The company is selling its assets that were not included in last
year's sale to PALS WH Holdings, LLC. These assets include cash and
cash equivalents, bottled finished product that cannot be
transferred to PALS under applicable law, and contracts that were
not assumed by the buyer.
The assets up for auction do not include the still at the Valley
View location and the Family Barrels of aged bourbon allegedly
owned by Les and Kristi Beasley. If it is determined that these
assets are owned by JBM, then such assets will be included in the
proposed sale.
Also excluded from the proposed auction are certain claims or
causes of action.
A court hearing on the proposed sale is scheduled for Feb. 6.
About JBM Specialties
JBM Specialties, LLC -- http://www.WhiskeyHollowDistillery.com/--
operates a beverage manufacturing business. The company is based in
Valley View, Texas.
JBM Specialties filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
23-40497) on March 23, 2023, with $1 million to $10 million in both
assets and liabilities. Areya Holder Aurzada has been appointed as
Subchapter V trustee.
Judge Brenda T. Rhoades oversees the case.
The Debtor is represented by Robert DeMarco, III, Esq., at
DeMarco-Mitchell, PLLC.
LITTLELOGISTICS LLC: Wins Cash Collateral Access Thru Feb 17
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Littlelogistics, LLC to use up to $52,143 in cash collateral on an
interim basis, in accordance with the budget, with a 10% variance,
through February 17, 2024.
The Debtor requires the use of cash collateral to meet its expenses
and other payments as set forth in the budget.
The Debtor asserts that the following creditors, appear to claim
security interests/liens upon the cash collateral as of the
Petition Date:
-- The U.S. Small Business Administration, by virtue of a UCC1
Financing Statement filed with the Oregon Secretary of State on
June 28, 2020 asserting a security interest in accounts and deposit
accounts, etc.
-- CSC, by virtue of a UCC1 Financing Statement filed with the
Oregon Secretary of State on April 22, 2022 asserting a security
interest in "present and future accounts, ... deposit accounts",
etc.
-- Corporation Service Company, as Representative of an undisclosed
principal, by virtue of a UCC1 Financing Statement filed with the
Oregon Secretary of State on May 2, 2022 asserting a security
interest in "present and future accounts, ... deposit accounts",
etc.,".
-- CT Corporation Systems, as Representative of an undisclosed
principal, by virtue of a UCC1 Financing Statement filed with the
Oregon Secretary of State on May 18, 2023 asserting a security
interest in accounts, etc.
-- Silverline Services, Inc., by virtue of a UCC1 Financing
Statement filed with the Oregon Secretary of State on August 3,
2023 asserting a security interest in "future receivables."
-- G And G Funding Group, LLC, by virtue of a UCC1 Financing
Statement filed with the Oregon Secretary of State on October 31,
2023 asserting a security interest in "all property of the debtor",
etc.
-- Corporation Service Company, as Representative of an undisclosed
principal, by virtue of a UCC1 Financing Statement filed with the
Oregon Secretary of State on November 16, 2023 asserting a security
interest in "Future Receipts' sold by debtor to secured party".
In addition to the Lien Creditors above, the Debtor is aware that
Litefund Solutions, LLC; CAN Capital, Inc.; EBF Holdings, LLC dba
Everest Business Funding; and Forward Financing may claim a
security interest in assets of the Debtor, but that no UCC1
Financing Statements have been filed in the names of any of these
creditors; and if not filed, the secured claims of each are
unperfected.
The U.S. Small Business Administration (SBA) is owed approximately
$408,976 and holds the first lien on the cash collateral. The cash
collateral has a value of approximately $10,000. Creditors Forward
Financing, LLC; G And G Funding Group LLC; EBF Holdings, LLC dba
Everest Business Funding; LiteFund Solutions, LLC; and Silverline
Services, Inc. all claim to have "purchased" a percentage of the
Debtor's future accounts receivable. However, since all accounts
receivable are collateral for the SBA loan, Debtor submits that
none of the MCA Creditors' security interests have attached to the
Debtor's cash collateral due to there being no value in excess of
the lien of the SBA.
As adequate protection for, and to secure payment of, an amount
equal to the diminution in the value, if any, of Lien Creditors'
collateral arising from the Debtor's use of the cash collateral
post-petition, the Lien Creditors are each granted the following
adequate protection:
a) Monthly adequate protection payments to the U.S. Small Business
Administration in the amount of $309.
b) A perfected lien and security interest on all property, whether
now owned or hereafter acquired by Debtor of the same nature and
kind as secured by the claim of each of the Lien Creditors on the
Petition Date; provided, however, that the Replacement Lien will
not attach to avoidance or recovery actions of the Debtor's estate
under Chapter 5 of the Code; and provided, further, that the
Replacement Lien will be subject to all valid, properly perfected
and enforceable liens and interests that existed as of the Petition
Date.
c) The interests of the Lien Creditors in the Replacement
Collateral will have the same relative priorities as the liens held
by them as of the Petition Date.
The Debtor's permission to use cash collateral will terminate
February 18, 2024 or the occurrence of any of the following:
(a) the violation of any of the terms of the Order,
(b) the entry of an Order converting the case to a case under
Chapter 7 of the Bankruptcy Code,
(c) the termination, lapse, expiration or reduction of insurance
coverage on Lien Creditors' collateral for any reason, or
(d) the appointment of a trustee in the case.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=Kny23s from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$5,306 for the week ending February 3, 2024;
$14,737 for the week ending February 10, 2024; and
$5,470 for the week ending February 17, 2024.
About Littlelogistics LLC
Littlelogistics LLC is global supply chain management company
specializing in nearshore production, distribution and fulfillment
model; start-up operational implementation; negotiations for all
modes of transportation; and site selection and vetting business
partners.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ore. Case No. 24-60093) on January 17,
2024. In the petition signed by Philip Littleton, member, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Thomas M. Renn oversees the case.
Keith Y Boyd, Esq., at KEITH Y. BOYD, PC, represents the Debtor as
legal counsel.
LIVINGSTON TOWNSHIP: Taps Heritage Commercial as Real Estate Agent
------------------------------------------------------------------
Livingston Township Fund One, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Heritage Commercial & Land Company, LLC to market and sell its real
property.
Christine Greenlee, a real estate agent at Heritage Commercial &
Land Company, will be paid a commission of 4 percent of the sales
price.
Ms. Greenlee 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:
Christine Greenlee
Heritage Commercial & Land Company, LLC
116 Livingston Church Rd.
Flora, MS 39071
Telephone: (601) 941-3035
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.
LOCAL GYM: Seeks to Use Cash Collateral
---------------------------------------
The Local Gym, LLC asks the U.S. Bankruptcy Court for the Northern
District of Georgia, Rome Division, for authority to use cash
collateral in accordance with the budget, with a 15% variance and
provide adequate protection.
In 2022, the Debtor needed cash, and entered into a credit
relationship with EBF Moldings, LLC d/b/a Everest Business Funding,
which relationship was essentially a Merchant Cash Advance
arrangement. Thereby, Everest acquired a lien on the Debtor's
accounts receivable that derived from the Debtor's monthly income
in the ordinary course. The current approximate owed to Everest is
approximately $50,000. Corporation Service Company acts as the
representative of Everest, and is the nominal secured party on the
UCC-I. The estimated secured claim is $50,000.
As adequate protection for the use of cash collateral, Everest will
be granted a conditional replacement lien in the Debtor's assets of
the same type as its prepetition collateral to the extent that the
Debtor's use of cash collateral results in a decrease in value of
Everest's interest in such property to the same extent, validity
and priority as their lien in the cash collateral on the petition
date.
A hearing on the matter is set for February 14, 2024 at 9:25 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=Y4wElY
from PacerMonitor.com.
About The Local Gym, LLC
The Local Gym, LLC is a membership-based gym located in Paulding
County, Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-41899) on December 22,
2023. In the petition signed by Bryan Wetzel, manager, the Debtor
disclosed up to $50,000 in both assets and liabilities.
Michael Familetti, Esq., at Familetti Law Firm, represents the
Debtor as legal counsel.
LOGANSPORT MACHINE: Hires Haller & Colvin as Bankruptcy Counsel
---------------------------------------------------------------
Logansport Machine Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to hire
Haller & Colvin, PC as its counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm's attorneys who will be handling the Debtor's bankruptcy
case are Scot Skekloff, Esq., and H. Faith Welch, Esq.
Haller & Colvin does not represent any interest adverse to the
Debtor and its bankruptcy estate, according to court filings.
The firm can be reached through:
Scot T. Skekloff, Esq.
HALLER & COLVIN, PC
444 E. Main Street
Fort Wayne, IN 46802
Tel: (260) 426-0444
Fax: (260) 422-0274
Email: DSkekloff@hallercolvin.com
About Logansport Machine Company, Inc.
Logansport Machine provides products, services and solutions to the
workholding industry.
Logansport Machine Company, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind.
Case No. 24-30079) on Jan. 26, 2024. The petition was signed by
Gordon J. Duerr III as president. At the time of filing, the Debtor
estimated $6,281,311 in assets and $7,919,388 in liabilities.
Judge Paul E. Singleton presides over the case.
Scot T. Skekloff, Esq. at Haller & Colvin, PC represents the Debtor
as counsel.
LPHORC LLC: Seeks to Hire RLC P.A. as Bankruptcy Counsel
--------------------------------------------------------
Lphorc, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Maryland to employ Tate M. Russack, Esq., and RLC,
P.A., Lawyers & Consultants, as its counsel.
The firm will render these services:
(a) give advice to the Debtor with respect to its powers and
duties as a Debtor in possession and the continued management of
its business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
(c) prepare motions, pleadings, orders, applications,
adversary proceedings and other legal documents necessary in the
administration of the case;
(d) protect the interest of the debtor in all matters pending
before the Court;
(e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Tate M. Russack, Esq., an attorney at RLC, assures the Court that
the Firm and its members and associates do hold or represent any
interest adverse to the bankruptcy estate with respect to the
matters for which they are engaged.
The Firm can be reached at:
Tate M. Russack, Esq.
RLC, P.A., LAWYERS AND CONSULTANTS
7999 N. Federal Hwy., Suite 102
Boca Raton, FL 33487
Telephone: (561) 571-9610
Facsimile: (800) 883-5692
E-mail: tate@russack.net
About Lphorc, LLC
Lphorc, LLC sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-10025) on Jan. 3,
2024, listing up to $50,000 in assets and $50,001 to $100,000 in
liabilities.
Tate M. Russack, Esq. at RLC, PA Lawyers & Consultants represents
the Debtor as counsel.
LTL MANAGEMENT: J&J Moves Unit to Texas, Preps Up 3rd Chapter 11
----------------------------------------------------------------
Jef Feeley of Bloomberg News reports that Johnson & Johnson is
seeking to move a unit to Texas as it prepares for a potential
third bankruptcy court filing to resolve more than 50,000 lawsuits
alleging tainted talc in its baby powder caused cancer.
The company filed a request last month, December 2023, with the
Texas secretary of state's office to relocate its LTL Management
unit to Austin and rename it ahead of a Chapter 11 filing in the
state, according to the Dec. 19 filing and people familiar with the
plan.
J&J has put the LTL subsidiary into Chapter 11 twice before in
hopes of imposing a $9 billion settlement on former users of the
product. Both cases, filed in J&J's home state of New Jersey, were
thrown out. The decade-long litigation, plus the prospect of
potential future cancer suits, is limiting its stock price,
analysts have said.
J&J, based in New Brunswick, wouldn't say where the bankruptcy case
would be filed or comment on the timing, but has said it is working
hard toward a resolution of its current and future talc cases.
"Consistent with the plan we outlined last year following the New
Jersey bankruptcy court's dismissal of the case," the company
"continues to pursue several paths to achieve a comprehensive
resolution of the talc litigation," Erik Haas, its in-house lawyer
overseeing the cases, said in a statement. He said that includes a
new bankruptcy filing, as "strongly recommended" by the court.
'Texas Two-Step'
Texas law lets companies assign liability from mass tort cases to a
unit that can file for bankruptcy. The maneuver, known as the Texas
Two-Step, has drawn criticism from some legal experts for allowing
solvent companies to use bankruptcy court to force settlements on
claimants.
More broadly, J&J has been grappling with opposition to a
bankruptcy filing anywhere. Chapter 11 rules let corporations put
money into trusts that decide how much claimants should be paid,
instead of allowing juries to decide damages. Many J&J claimants
have vocally opposed relying on a trust to decide compensation.
In July, a judge in New Jersey rejected J&J's second bankruptcy
attempt, in which the company sought to get claimants' backing for
its $9 billion settlement offer. The judge said J&J didn't meet the
test for financial distress. An appeals court threw out the first
case on the same grounds.
Some legal experts said they expect a third J&J bankruptcy case to
go the way of the other two. Melissa Jacoby, a University of North
Carolina law professor and bankruptcy expert, said the chances of a
new talc Chapter 11 case succeeding "should be zero."
But that won't stop J&J from trying, she said.
'Pursuit of Accountability'
If it succeeds, "the profitable parent company will get financial
and legal benefits out of a third LTL bankruptcy case as it
stalls," Jacoby said in an emailed statement. "Pursuit of
accountability outside of bankruptcy will be halted."
In the meantime, she added, more claimants may succumb to their
illnesses.
Once a company files for Chapter 11, judges can halt all litigation
against it while the bankruptcy case proceeds. J&J faces a spate of
jury trials this year over claims it knew for more than 50 years
that talc in its baby powder could cause cancer and continued to
sell it.
Since 2014, at least a dozen juries have awarded a total of more
than $6.5 billion in damages to consumers blaming the powder for
their cancers, according to data compiled by Bloomberg News. Some
of those awards later were reduced or thrown out on appeal.
J&J maintains that its talc-based products don't cause cancer and
that it has marketed its baby powder appropriately for more than a
century. The company has won a number of cases in court and had
other suits dismissed before trial.
J&J pulled its talc-based powders off the market in the US and
Canada in 2020, citing slipping sales, and replaced talcum with a
cornstarch-based version. J&J vowed to remove all its baby powders
containing talcum powder worldwide by the end of last year.
The consolidated case is In Re Johnson & Johnson Talcum Powder
Products Marketing, Sales Practices and Products Liability
Litigation, 16-md-2738, US District Court, District of New Jersey
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP, as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing the Court to dismiss the 2021 Chapter 11 case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an
order denying LTL's stay motion on March 31, 2023, and, on the same
day, issued its mandate directing the Bankruptcy Court to dismiss
the 2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed, ending J&J's second attempt to use bankruptcy to resolve
thousands of lawsuits alleging that its talc products sometimes
contained asbestos and caused mesothelioma and ovarian cancer.
LUCENA DAIRY: Court OKs Cash Collateral Access Thru Feb 29
----------------------------------------------------------
Lucena Dairy, Inc. and Luna Dairy, Inc. sought and obtained entry
of an order from the U.S. Bankruptcy Court for the District of
Puerto Rico authorizing the continued use of cash collateral
through February 29, 2024, in accordance with their agreement with
Condado 4, LLC.
In consideration of the extension, the Debtors agreed to make an
additional payment to Condado in the amount of $200,00 by February
26, 2024.
The hearing to consider the permanent use of cash collateral is
rescheduled from January 31 at 9:30 a.m. to February 28 at 9:30
a.m., via Microsoft Teams Video & Audio Conferencing and/or
Telephonic Hearings.
A copy of the motion is available at https://urlcurt.com/u?l=99NE2C
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=lXPlHH
from PacerMonitor.com.
About Lucena Dairy Inc.
Lucena Dairy Inc. is engaged in the production of cows' milk and
other dairy products and in raising dairy heifer replacements.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02835) on September 8,
2023. In the petition signed by Jorge Lucena Betancourt, president,
the Debtor disclosed $1,905,560 in assets and $11,464,130 in
liabilities.
Judge Edward A. Godoy oversees the case.
Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents
the Debtor as legal counsel.
LUXURY AUTO: Bid to Use Cash Collateral Denied as Moot
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, denied as moot the Emergency Motion to Use Cash
Collateral filed by Luxury Auto Carriers, Inc. following
confirmation of the Debtor's Final Chapter 11 Small Business
Subchapter V Plan of Reorganization.
The court said the Plan governs the Debtor's payment obligations to
creditors and its continued operating requirements.
A copy of the court's order is available at
https://urlcurt.com/u?l=qzyDPW from PacerMonitor.com.
About Luxury Auto Carriers Inc.
Luxury Auto Carriers Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-03803) on
September 14, 2023. In the petition signed by Roberto J. Soto
Serrano, shareholder, the Debtor disclosed up to $1 million in both
assets and liabilities.
Judge Tiffany P. Geyer oversees the case.
Daniel A, Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
M AND J: Wins Cash Collateral Access Thru April 4
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized M & J Home Improvement, Inc. to use cash collateral on
an interim basis on the same terms and conditions as the previous
order, through April 4, 2024.
As previously reported by the Troubled Company Reporter, as
adequate protection, IOU Central, Inc., d/b/a IOU Financial, Inc.
and Santander Bank, N.A. were granted continuing replacement liens
and security interests in the post-petition assets of the Debtor to
the same validity, extent and priority that IOU and Santander would
have had in the absence of the bankruptcy filing.
On the first of each month, the Debtor was directed to make
Adequate Protection payments to IOU in the amount of $867 and
Santander in an amount equal to $78 per week.
A further hearing on the matter is set for April 4 at 11 a.m.
A copy of the order is available at https://urlcurt.com/u?l=JJQ0be
from PacerMonitor.com.
About M & J Home Improvement, Inc.
M & J Home Improvement, Inc.sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-40874) on
October 20, 2023. In the petition signed by Matthew Sullivan,
manager, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Judge Elizabeth D. Katz oversees the case.
Christopher L. Murray, Esq., at Murray Law Firm, P.C., represents
the Debtor as legal counsel.
MANTLE MATERIALS: Files Notice of Intention to Make BIA Proposal
----------------------------------------------------------------
Mantle Materials Group Ltd. commenced restructuring proceedings by
filing a Notice of Intention to Make a Proposal ("NOI") pursuant to
section 50.4(1) of the Bankruptcy and Insolvency Act ("BIA"). FTI
Consulting Canada Inc. ("FTI") has been appointed as the Trustee
under the NOI ("Trustee").
Although the NOI proceeding is pursuant to the BIA, it is important
to note that the Company is not bankrupt and intends to continue
operating during the proceedings.
At present, creditors are not required to file a proof of claim.
The Trustee will provide you with further information and a proof
of claim form, if necessary, at a later date.
During the proceedings:
a) No person may terminate or amend any agreement with the
Company, or claim an accelerated payment, or a forfeiture of the
term, under any agreement with Company, by reason only that the
Company is insolvent or by reason of filing of the Notice of
Intention, pursuant to Section 65.1(1) of the BIA;
b) No creditor has any remedy against the Company or its
property, or shall commence or continue any action, or other
proceedings against the Company pursuant to Section 69.1(1) of the
BIA; and
c) Suppliers should discuss directly with their usual Company
contact the terms of payment for goods and services that they
provide to the Company.
Further information with respect to these proceedings will be made
available on the Trustee's Website:
http://cfcanada.fticonsulting.com/mantle/.
If you have any questions after speaking with your contact at the
Company, please contact a representative of the Trustee, Brandi
Swift at (403) 454-6038 or via email:
brandi.swift@fticonsulting.com.
The Trustee can be reached at:
FTI Consulting Canada Inc.
Suite 1610, 520 - 5th Avenue SW
Calgary, AB T2P 3R7
Dustin Olver
Tel: 403-454-6032
Email: dustin.olver@fticonsulting.com
Robert Kleebaum
Tel: 1-604-454-6035
Email: robert.kleebaum@fticonsulting.com
Counsel for the Trustee:
McCarthy Tétrault LLP
Suite 4000, 421 7th Ave SW
Calgary, AB T2P 4K9
Sean F. Collins
Tel: 403-260-3531
Email: scollins@mccarthy.ca
Pantelis Kyriakakis
Tel: 403-260-3536
Email: pkyriakakis@mccarthy.ca
Counsel for Company:
Gowling WLG (Canada) LLP
1600, 421 7th Avenue SW
Calgary, AB T2P 4K9
Tom Cumming
Tel: 403-298-1938
Email: tom.cumming@gowlingwlg.com
Sam Gabor
Tel: 403-298-1946
Email: sam.gabor@gowlingwlg.com
Stephen Kroeger
Phone: 403-298-1018
Email: stephen.kroeger@gowlingwlg.com
Mantle Materials Group Ltd. produces, supplies and delivers quality
aggregates for leading oilfield companies, industrial projects and
road construction throughout Northeastern Alberta.
MERCON COFFEE: Seeks to Hire Rothschild & Co as Investment Banker
-----------------------------------------------------------------
Mercon Coffee Corp. and affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as
their financial advisor and investment banker.
The firms will render these services:
(a) identify and/or initiate potential Transactions;
(b) review and analyze the Debtors' assets and the operating
and financial strategies of the Debtors;
(c) review and analyze the business plans and financial
projections prepared by the Debtors including, but not limited to,
testing assumptions and comparing those assumptions to historical
Debtor and industry trends;
(d) evaluate the Debtors' debt capacity in light of its
projected cash flows and assist in the determination of an
appropriate capital structure for the Debtors;
(e) assist the Debtors and their other professionals in
reviewing the terms of any proposed Transaction, in responding
thereto and, if directed, in evaluating alternative proposals for a
Transaction, whether in connection with a Plan or otherwise;
(f) determine a range of values for the Debtors and any
securities that the Debtors offer or propose to offer in connection
with a transaction;
(g) advise the Debtors on the risks and benefits of
considering a transaction with respect to the Debtors' intermediate
and long-term business prospects and strategic alternatives to
maximize the business enterprise value of the Debtors, whether
pursuant to a Plan or otherwise;
(h) review and analyze any proposals the Debtors receive from
third parties in connection with a Transaction, including, without
limitation, any proposals for debtor-in-possession financing, as
appropriate;
(i) assist or participate in negotiations with the parties in
interest, including, without limitation, any current or prospective
creditors of, holders of equity in, or claimants against the
Debtors and/or their respective representatives in connection with
a Transaction;
(j) advise the Debtors with respect to, and attend, meetings
of the Debtors' Board of Directors, creditor groups, official
constituencies and other interested parties, as necessary;
(k) if requested by the Debtors, participate in hearings
before the Court and provide relevant testimony with respect to the
matters described in the Engagement Letter and issues arising in
connection with any proposed Plan; and
(l) subject to Court approval, render such other financial
advisory and investment banking services as may be agreed upon by
Rothschild & Co and the Debtors.
The firms will be compensated as follows:
(a) An advisory fee (the "Monthly Fee") of $150,000 per month.
The initial Monthly Fee shall be pro-rated based on the
commencement of services. The initial Monthly Fee shall be payable
by the Debtors upon the execution of the Engagement Letter by each
of the parties, and thereafter the Monthly Fee shall be payable by
the Debtors in advance on the first day of each month.
(b) A fee (the "Completion Fee") of $3,000,000, payable upon
the earlier of (i) the confirmation and effectiveness of a Plan and
(ii) the closing of a Restructuring; provided, that if a Nicaraguan
Seizure occurs prior to the time at which a Completion Fee becomes
payable pursuant to either of the foregoing clauses (i) or (ii),
then the Completion Fee shall instead be reduced to $1,500,000.
(c) A fee (the "M&A Fee") equal to 2 percent of the
Consideration involved in the M&A Transaction, payable immediately
upon the closing of each M&A Transaction; provided, that (i) in no
event shall the M&A Fee be less than $2,600,000 for any M&A
Transaction that involves a material portion of the Debtors' assets
or operations in Nicaragua (provided that a Nicaraguan Seizure
shall not constitute an M&A Transaction), (ii) in no event shall
the M&A Fee be less than $800,000 for any M&A Transaction that
exclusively involves a material portion of the Debtors' assets or
operations outside of Nicaragua; provided, further, that in no
event shall the aggregate amount of any M&A Fee(s) paid to
Rothschild & Co hereunder exceed (x) $3,000,000, if a Nicaraguan
Seizure has not occurred prior to an M&A Transaction, or (y)
$1,500,000, if a Nicaraguan Seizure has occurred prior to an M&A
Transaction.
(d) A new capital fee (the "New Capital Fee") equal to (i) 1
percent of the face amount of any senior secured debt raised,
including, without limitation, any debtor-in-possession financing
raised; (ii) 2 percent of the face amount of any junior secured
debt raised; (iii) 3 percent of the face amount of any senior,
junior or subordinated unsecured debt raised; and (iv) 4 percent of
any mezzanine capital, equity capital, capital convertible into
equity or hybrid capital raised, including, without limitation,
equity underlying any warrants, purchase rights or similar
contingent equity securities (each, a "New Capital Raise");
provided, that the New Capital Fee shall be reduced by 50 percent
with respect to any amounts raised in a New Capital Raise from
existing shareholders and/or lenders of the Debtors as of the date
of the Engagement Letter. The New Capital Fee shall be payable upon
the closing of the transaction by which the new capital is
committed. For the avoidance of doubt, the term "raised" shall
include the amount committed or otherwise made available to the
Debtors whether or not such amount (or any portion thereof) is
drawn down at closing or is ever drawn down and whether or not such
amount (or any portion thereof) is used to refinance existing
obligations of the Debtors. For the further avoidance of doubt, the
New Capital Fee relating to any warrants, purchase rights or
similar contingent equity securities shall be due and payable upon
the closing of the transaction by which such instruments are issued
and shall be calculated as if all such instruments are exercised in
full (and the full cash exercise price is paid) on the date of such
closing, whether or not all or any portion of such instruments are
vested and whether or not such instruments are actually so
exercised.
(e) In the event the Debtors enter into a transaction that
constitutes both a Restructuring and an M&A Transaction, Rothschild
& Co shall be entitled to the higher of the Completion Fee and the
M&A Fee (but not both).
(f) Notwithstanding anything to the contrary in the Engagement
Letter, (i) any transaction or disposition effectuated pursuant to
(x) a piecemeal liquidation of the Debtors' assets pursuant to
Chapter 7 the Bankruptcy Code, or (y) the foreclosure, seizure,
nationalization or expropriation of the Debtors' assets in
Nicaragua by any governmental agency or state actor of Nicaragua
(each of clauses (x) and (y), an "Excluded Transaction"), in each
case, whether such transaction involves all or any portion of the
Debtors' assets, shall in no event, when taken alone, constitute a
Transaction; and (ii) the value of any of the Debtors' assets
transferred or disposed pursuant to an Excluded Transaction shall
not be included in the calculation of any fees or remuneration
payable hereunder to Rothschild & Co or any of its affiliates,
including the calculation of any Completion Fee, New Capital Fee(s)
and M&A Fee(s).
(g) Rothschild & Co shall credit against the Completion Fee:
(a) 50 percent of any Monthly Fees paid in excess of $450,000 (the
"Monthly Fee Credit"), and (b) 100 percent of any M&A Fees paid
(the "M&A Fee Credit"); provided that the aggregate amount of any
Monthly Fee Credit and M&A Fee Credit shall not exceed the
Completion Fee.
(h) The Debtors shall reimburse Rothschild & Co for its
reasonable and documented expenses (together with any VAT properly
chargeable on Rothschild & Co's fees and expenses, where
applicable) incurred in connection with the performance of its
engagement under the Engagement Letter, including, without
limitation, the reasonable fees, disbursements and other charges of
Rothschild & Co's counsel (without the requirement that the
retention of such counsel be approved by the Court). Reasonable
expenses shall also include, but not be limited to, expenses
incurred in connection with travel and lodging, data processing and
communication charges, research and courier services.
Marcelo Messer, managing director at Rothschild, 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:
Marcelo Messer
Rothschild & Co. US Inc.
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 403-3500
Rothschild & Co Mexico S.A. de C.V.
Campos Eliseos, 345 - 8 piso
Mexico D.F 11550
Mexico
Telephone: +5255 5327 1450
About Mercon Coffee
Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a
supplier of green coffee to the international coffee roasting
industry. Mercon is headquartered in the Netherlands and has
offices around the globe.
Mercon Coffee Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7,
2023. In the petition filed by CRO Harve Light, the Debtor
reported assets and liabilities between $100 million and $500
million each.
Judge Michael E. Wiles oversees the case.
The Debtors are represented by Blaire Cahn, Esq. at Baker &
McKenzie LLP.
MERCON COFFEE: Taps Great Southern as Chief Liquidating Officer
---------------------------------------------------------------
Mercon Coffee Corp. and affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Great Southern Cross Commodities Pty Ltd. as its chief liquidating
officer.
The CLO will render these services:
(a) evaluate the Debtor' physical inventory and hedging
portfolio, as outlined in the GSX Engagement Agreement, and make
recommendations to the Debtors' Chief Restructuring Officer ("CRO")
on the best strategy for the liquidation of such inventory and
portfolio in a manner calculated to maximize the return to the
creditors of the Debtors' bankruptcy estates, and
(b) implement such strategies under the supervision of the
CRO. The CLO will report to the CRO, and the CRO will have final
decision-making authority in the administration of the Debtors'
Chapter 11 cases and over the disposition of the Debtors' assets,
and will seek Court approval of such dispositions when deemed
necessary. The CLO shall provide written drafts of his assessments
and recommended liquidation strategies to the CRO for discussion
and review before transmission to any third parties, including but
not limited to Cooperatieve Rabobank U.S. (the "Agent") and any
other creditors of the Debtors, and any of their representatives.
Any written or oral communications by GSX or the CLO to the Agent
or any of its representatives or any member of the Agent's bank
syndicate shall include the CRO or one of his designees.
GSX intends to charge the Debtors for its services on a daily basis
at the rate of $2,100 per day.
Henry Walsh, the managing director of GSX, assured the court that
his firm is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Henry Walsh
Great Southern Cross Commodities Pty Ltd.
About Mercon Coffee
Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a
supplier of green coffee to the international coffee roasting
industry. Mercon is headquartered in the Netherlands and has
offices around the globe.
Mercon Coffee Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7,
2023. In the petition filed by CRO Harve Light, the Debtor
reported assets and liabilities between $100 million and $500
million each.
Judge Michael E. Wiles oversees the case.
The Debtors are represented by Blaire Cahn, Esq. at Baker &
McKenzie LLP.
NATURAL DISASTER: Seeks to Hire Cynthia Fraticelli as Accountant
----------------------------------------------------------------
Natural Disaster Proof Homes, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Cynthia
Garcia Fraticelli, a practicing accountant in Ponce, P.R.
The Debtor requires an accountant to prepare its monthly operating
reports and periodic statements of operations; represent it in tax
investigation; file all pending PR Treasury corporate tax returns;
prepare state and federal tax returns; and provide other accounting
services necessary to administer its bankruptcy estate.
The accountant will receive a monthly fee of $75 for her services.
As disclosed in court filings, Ms. Fraticelli is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
Ms. Fraticelli maintains an office at:
Cynthia I. Garcia Fraticelli
Urb. Bella Vista
4111 Calle Nuclear
Ponce, PR 00716
Tel: (787) 613-0411
Fax: (787) 812-3409
About Natural Disaster Proof Homes
Natural Disaster Proof Homes, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No.
23-03863) on Nov. 27, 2023. In the petition signed by Hector M.
Rodriguez Edwards, president, the Debtor disclosed under $1 million
in both assets and liabilities.
Modesto Bigas Mendez, Esq., serves as the Debtor's counsel.
NEURAGENEX TREATMENT: Hires Tiffany & Bosco as Bankruptcy Counsel
-----------------------------------------------------------------
Neuragenex Treatment Centers, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Tiffany &
Bosco, P.A. as its counsel.
The firm's services include:
a. giving Debtor legal advice with respect to its duties and
powers in the case;
b. preparing motions and representing Debtor at all hearings,
meetings of creditors, conferences, trial and other proceedings and
administrative matters in this cases;
c. reviewing and objecting to claims;
d. evaluating causes of action belonging to the Bankruptcy
Estate, providing advice to Debtor regarding such actions, and
filing Complaints initiating and prosecuting causes of action
belonging to the Estate;
e. assisting Debtor in the administration of its Bankruptcy
Case and the operation of Debtor's business and the desirability of
the continuance of such business, and any other matter relevant to
the case or to the formulation of a Plan;
f. participating with Debtor in the formulation of a Chapter
11 Plan of Reorganization, preparing a Plan and obtaining
confirmation of such a Plan; and
g. performing such other legal services as may be required in
the interest of the Debtor and the Bankruptcy Estate.
The firm will be paid at these rates:
Christopher R. Kaup, Esq. $575 per hour
David M. Barlow $315 per hour
Matthew D. Burns $235 per hour
The firm will also be reimbursed for its out-of-pocket expenses.
Christopher Kaup, Esq., a partner at Tiffany & Bosco, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Christopher R. Kaup, Esq.
David Barlow, Esq.
TIFFANY & BOSCO, P.A.
2525 East Camelback Road
Phoenix, AZ 85016-4237
Tel: (602) 255-6000
Fax: (602) 255-0103
Email: crk@tblaw.com
dmb@tblaw.com
About Neuragenex Treatment Centers, LLC
Neuragenex was founded as a next generation chronic pain management
program, offering a better way to manage chronic pain that not only
relieves pain, but improves health and results in an enhanced and
magnified quality of life. Neuragenex is a non-pharmaceutical,
non-surgical, non-invasive, and non-chiropractic pain treatment
program.
Neuragenex Treatment Centers, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 24-00631) on Jan. 26, 2024. The petition was signed by
William Bozeman as manager. At the time of filing, the Debtor
estimated $18,097,382 in assets and $50,799,562 in liabilities.
Christopher R. Kaup, Esq. at TIFFANY & BOSCO, P.A. represents the
Debtor as counsel.
NEURAGENEX TREATMENT: Taps Don Hulke of Legion Financial as CRO
---------------------------------------------------------------
Neuragenex Treatment Centers, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Don Hulke of
Legion Financial, LLC as its chief restructuring officer.
The services the CRO will render include:
a. giving advice to Debtor with respect to its historic and
current financial condition and business operations;
b. negotiating with officers and employees of secured and
unsecured creditors and landlords regarding issues raised by them
in documents filed with the Court and their treatment in the
Debtor's Chapter 11 Plan of Reorganization;
c. reviewing documents filed by Counsel for the Debtor and by
creditors in the case and advising Counsel for the Debtor regarding
those documents;
d. preparing monthly Business Operating Reports to be filed
with the Court;
e. providing direction to and receiving information from
Counsel for the Debtor;
f. making all important decisions for the Debtor regarding
matters that may arise in the bankruptcy case;
g. assisting Debtor in the administration of its Bankruptcy
Case and the operation of Debtor's business and any other matter
relevant to the case;
h. testifying on any and all appropriate matters in the
bankruptcy case within the scope of his knowledge and expertise;
and
i. performing such other services as may be required in the
interest of the Debtor and the Bankruptcy Estate.
The firm will be paid at these rates:
Don Hulke, Esq. $4250 per hour
Associates $215 - $255 per hour
Staff Employees $95 per hour
Don Hulke, founder of Legion Financial, disclosed in a court filing
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Don Hulke
Legion Financial, LLC
3946 E. Glenrosa Ave
Phoenix, AZ 85018
Mobile: (602) 380-8723
Email: DHULKE@Legion-Financial.com
About Neuragenex Treatment Centers, LLC
Neuragenex was founded as a next generation chronic pain management
program, offering a better way to manage chronic pain that not only
relieves pain, but improves health and results in an enhanced and
magnified quality of life. Neuragenex is a non-pharmaceutical,
non-surgical, non-invasive, and non-chiropractic pain treatment
program.
Neuragenex Treatment Centers, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 24-00631) on Jan. 26, 2024. The petition was signed by
William Bozeman as manager. At the time of filing, the Debtor
estimated $18,097,382 in assets and $50,799,562 in liabilities.
Christopher R. Kaup, Esq. at TIFFANY & BOSCO, P.A. represents the
Debtor as counsel.
NF INTERNATIONAL: Taps Robert Ward as Intellectual Property Counsel
-------------------------------------------------------------------
NF International, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Robert M.
Ward, Esq. as intellectual property counsel.
The firm will represent the in the co-pending District Court
litigation entitled: "Noorani Trading, Inc, v. Amit F. Bijani,
Nafisa Bijani, AB International, LLC, NF International, Inc.",
Civil Action No 1:17-cv01344-LMM, presently pending before the
United States District Court for the Northern District of Georgia
and Civil Action No. 23-13280, presently before the United States
Court of Appeals for the 11th Circuit entitled: Noorani Trading
Inc. v. Amit Bijani, et al, and insofar as intellectual property
issues may arise before the court.
The firm's services include:
(a) preparing motions, pleadings and applications;
(b) conducting discovery;
(c) conducting examination of witnesses;
(d) appealing to the 11th Circuit Court of Appeals the
underlying Judgment against the Debtor;
(e) advising as to the rights, duties and obligations of the
Debtor in the underlying trademark litigation;
(f) consulting with Debtor and representing Debtor with
respect to trademark strategy;
(g) preserving, maintaining and obtaining Debtor's trademark
and other intellectual property rights;
(h) performing such legal services that may be incidental and
necessary to the day-to-day operation of Debtor's business; and
(i) taking any and all other actions incidental to the proper
preservation and administration of Debtor's estate and business.
The firm will be paid at the rate of $495 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Robert M. Ward, Esq.
3455 Peachtree Road NE, 5th Floor
Atlanta, GA 30326
Tel: (404) 606-6480
Email: rward@bmwiplaw.com
About NF International, Inc.
NF International, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 23-54962-sms) on May 28, 2023, listing
$50,001 to $100,000 in assets and $1,000,001 to $10 million in
liabilities.
Judge Sage M Sigler presides over the case.
The Debtor hires Milton D. Jones, Esq., as counsel. Robert M. Ward,
Esq. as special counsel.
NIGHTMARE GRAPHICS: Unsecureds Will Get 4.7% in Subchapter V Plan
-----------------------------------------------------------------
Nightmare Graphics, Inc., submitted a Third Amended Plan under
Subchapter V dated January 25, 2024.
The value of the property to be distributed under the Plan during
the term of the Plan is not less than the Debtor's projected
disposable income for that same period.
The Effective Date of this Plan begins on the date of Confirmation
and the term of the Plan ends on the 60th month subsequent to that
date.
Class 2 consists of the Internal Revenue Priority Tax Claim. The
IRS has filed two priority tax claims (Claim Nos. 6, 16). The
entirety of these claims will be paid in monthly payments over the
60 months of the Plan. The amount of claim in this Class total
$21,305. This Class will receive a distribution of 100% of their
allowed claims.
Class 3 consists of Comptroller Priority Sales Tax Claim. The
entire claim will be paid in monthly payments over the 60 months of
the Plan. The amount of claim in this Class total $66,568. This
Class will receive a distribution of 100% of their allowed claims.
Class 4 consists of Hill Management Lease of Business Premises
Claim. The entire claim will be paid in monthly payments over the
first 36 months of the Plan. The amount of claim in this Class
total $49,201.50. This Class will receive a distribution of 100% of
their allowed claims.
Class 5 consists of Alphabroder (Critical Vendor) Claim. The amount
due is less than the Proof of Claim because it has been reduced by
critical vendor payments made since the case was filed. The amount
of claim in this Class total $43,973.36. This Class will receive a
distribution of 100% of their allowed claims.
Class 6 consists of Atlantic Coast Cotton (Critical Vendor) Claim.
The amount due is less than the Proof of Claim because it has been
reduced by critical vendor payments made since the case was filed.
The amount of claim in this Class total $47,296.08. This Class will
receive a distribution of 41% of their allowed claims.
Class 9 consists of General Unsecured Creditors. The General
Unsecured Creditors consist of the IRS ($4,241.91), the Comptroller
of Maryland ($5,726), ML Factor, Fox Business Solutions, Advance
Business Systems & Supply Company, American Express, Bank of
America, Broadview Networks, CAP America, CCP Industries,
Convergent, Cutter & Buck, On Deck Capital, and Xpres LLC. After
payments of Classes 1-7, Class 8 will receive a prorate share of
all actual disposable income of the scheduled. This Class is
impaired. The allowed unsecured claims total $196,000. This Class
will receive a distribution of 4.7% of their allowed claims.
The sole source of funds for the Plan will be revenue from the
Debtor's business.
Beginning thirty days after the Effective Date and during the term
of this Plan, the Debtor shall submit the disposable income (or
value of such disposable income) necessary for the performance of
this plan to the creditors directly and shall pay the Creditors the
sums set forth herein. Should the plan not be confirmed as a
consensual plan ("Nonconsensual"), the Debtor shall submit its
disposable income to the Subchapter V Trustee and shall pay the
Trustee the sums set forth herein and the Trustee will make
quarterly distributions to creditors.
A full-text copy of the Third Amended Plan dated January 25, 2024
is available at https://urlcurt.com/u?l=Sx7iRi from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Michael P. Coyle, Esq.
The Coyle Law Group
7061 Deepage Drive, Ste. 101B
Telephone: (443) 545-1215
Email: mcoyle@thecoylelawgroup.com
About Nightmare Graphics
Nightmare Graphics, Inc., is a Maryland corporation that provides a
one stop shop for all of its client's apparel decoration,
promotional products and signage needs.
Nightmare Graphics sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-11647) on March 12,
2023. In the petition signed by Robert Andelman, owner, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Michelle M. Harner oversees the case.
Michael Coyle, Esq., at Coyle Law Group LLC, is the Debtor's legal
counsel.
NOVAVAX INC: Reduces Global Workforce by 12%
--------------------------------------------
Novavax, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Jan. 30, 2024, the Board of Directors
of the Company approved an approximately 12% reduction of its
global workforce, comprised of an approximately 9% reduction in the
Company's full-time employees and the remainder comprised of
contractors and consultants. This development follows Novavax's
decision to prioritize reducing its annual combined research and
development and selling, general and administrative spend.
The Company expects the full annual impact of the cost savings to
be realized in 2025 and approximately 85% of the annual impact,
excluding one-time charges, to be realized in 2024 due to timing of
implementing the measures and the applicable laws, regulations and
other factors in the jurisdictions in which it operates. The
Company is expected to record a charge of approximately $4 million
to $7 million related to one-time employee severance and benefit
costs, the majority of which is expected to be incurred in the
first quarter of 2024. Upon completion, the resulting Company
workforce is expected to be approximately 30% lower as compared to
the end of the first quarter of 2023.
About Novavax
Headquartered in Gaithersburg, Maryland, Novavax, Inc.
(www.novavax.com.), together with its wholly owned subsidiaries, is
a biotechnology company that promotes improved health globally
through the discovery, development, and commercialization of
innovative vaccines to prevent serious infectious diseases. The
Company's proprietary recombinant technology platform harnesses the
power and speed of genetic engineering to efficiently produce
highly immunogenic nanoparticle vaccines designed to address urgent
global health needs.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 28, 2023, citing that the Company has suffered recurring
losses from operations, has a working capital deficiency, and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
ORIGIN AGRITECH: Delays Annual Report for Year Ended Sept. 30
-------------------------------------------------------------
Origin Agritech Limited filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in filing its Annual Report
on Form 20-F for the year ended Sept. 30, 2023.
According to the Company, the verification and review of the
information required to be presented in the Form 20-F has required
additional time rendering timely filing of the Form 20-F
impracticable without undue hardship and expense to the Company.
About Origin Agritech
Headquartered in Beijing, China, Origin Agritech Limited, along
with its subsidiaries, is focused on agricultural biotechnology,
operating in the PRC. The Company's seed research and development
activities specialize in crop seed breeding and genetic
improvement. Origin believes that it has built a solid capacity
for seed breeding technologies, including marker-assisted breeding
and doubled haploids technologies, which it believes, along with
its rich germplasm resources, will allow it to become a significant
seed technology company in China.
Lakewood, Colorado-based B F Borgers CPA PC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated Feb. 13, 2023, citing that the Company incurred recurring
losses from operations, has net current liabilities and an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
ORTHOCARE SOLUTIONS: Court OKs Cash Collateral Access Thru March 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
Orthocare Solutions, Inc. to use cash collateral on an interim
basis in accordance with the budget, through March, 7, 2024.
Kapitus LLC asserts a first priority security interest in the
Pre-Petition Collateral of the Debtor and as such is entitled to
adequate protection payments from the Debtor. As set forth in its
Objection, Kapitus filed its UCC-1 Financing Statement with the
Maryland State Department of Assessments and Taxation in 2018,
which Kapitus asserts continued to operate and cover the
outstanding obligation owed to Kapitus as laid out in its Proof of
Claim #2. Kapitus asserts a claim against the Debtor in the amount
of $421,355 as stated in its proof of Claim #2 filed in the Court's
claim register. The Debtor, and all other parties reserve all right
to dispute this assertion.
The U.S. Small Business Administration asserts a secured claim
against the Debtor pursuant to a term loan promissory note, and a
UCC-1 Financing Statement filed with the Maryland State Department
of Assessments and Taxation. The U.S. Small Business Administration
asserts an unpaid balance as of the Petition Date in the amount of
approximately $215,000 pursuant to a 7A Consolidation Loan and
$500,000 pursuant to an EIDL Loan, exclusive of fees, costs and
amounts that the U.S. Small Business Administration is owed
pursuant to that certain Business Access Line of Credit Loan.
M&T Bank asserts a secured claim against the Debtor pursuant to a
term loan promissory note, and a UCC-1 Financing Statement filed
with the Maryland State Department of Assessments and Taxation. M&T
Bank asserts an unpaid balance as of the Petition Date in the
amount of approximately $53,102, exclusive of fees, costs and
amounts that M&T Bank is owed pursuant to the loan evidenced by
such term loan promissory note.
The Debtor is directed to continue to make a monthly payment in the
amount of $8,000 on or before February 15, 2024, to be held by
counsel for the Debtor in his attorney escrow account representing
the February 2024 adequate protection payment, until further order
from the Court.
As additional adequate protection for the use of the Debtor's
Pre-Petition Collateral and to the extent such use results in a
diminution of the value of the Pre-Petition Collateral, the Cash
Collateral Lenders are granted nunc pro tunc, pursuant to 11 U.S.C.
Sections 361(2) and 363(c)(2), valid, perfected, replacement liens
upon, and security interests in and to, all post-petition assets of
the Debtor, of any kind or nature whatsoever, real or personal,
whether now existing or hereafter acquired, and the proceeds of the
foregoing, to the same extent and with the same priority as Cash
Collateral Lenders' interests in the Pre-Petition Collateral.
Additionally, all Cash Collateral Lenders are entitled to an
administrative expense claim pursuant to 11 U.S.C. Section 507(b)
to the extent the above adequate protection proves insufficient
and/or does not offset any diminution of value in the Pre-Petition
Collateral in the Chapter 11 case and any Successor Case.
The liens and security interests granted to the Cash Collateral
Lenders, including the Adequate Protection Liens, will become and
are duly perfected without the necessity for the execution, filing
or recording of financing statements, security agreements, deposit
control agreements, and other documents which might otherwise be
required pursuant to applicable non-bankruptcy law for the creation
or perfection of such liens and security interests.
These events constitute an "Event of Default":
a. If the Debtor breaches any term or condition of the Second
Interim Order;
b. If the case is converted to a case under Chapter 7 of the
Bankruptcy Code;
c. If the Debtor is removed from possession and a Chapter 11 or
other Trustee, such as the Subchapter V Trustee is appointed to
take over Debtor's business/operations; and
d. If the case is dismissed.
A further hearing on the matter is set for March 7, 2024 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=y3cyT2
from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$103,515 for February 2024; and
$98,819 for March 2024.
About Orthocare Solutions, Inc.
Orthocare Solutions is a veteran-owned small business serving the
Washington, DC and Baltimore metro areas. Four separate locations
offer customized orthotics, prosthetics, and medical equipment to
patients of all ages.
Orthocare Solutions, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No.
23-19191) on Dec. 18, 2023. The petition was signed by David Fred
as owner. At the time of filing, the Debtor estimated up to $50,000
in assets and $1 million to $10 million in liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Craig M. Palik, Esq. at MCNAMEE HOSEA, P.A. represents the Debtor
as counsel.
PANDORA MARKETING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pandora Marketing LLC
26970 Aliso Viejo Pkwy
Ste. 150
Aliso Viejo CA 92656
Business Description: The Debtor is a marketing agency in Aliso
Viejo, California.
Chapter 11 Petition Date: January 31, 2024
Court: United States Bankruptcy Court
District of Wyoming
Case No.: 24-20022
Judge: Hon. Cathleen D Parker
Debtor's Counsel: Seth Shumaker, Esq.
SETH SHUMAKER, ATTORNEY AT LAW
2 N. Main Ste. 103
Sheridan WY 82801
Tel: (307) 675-1233
Email: sheridanwyolaw@gmail.com
Total Assets: $7,341,452
Total Liabilities: $7,977,506
The petition was signed by William Wilson as chairman of the
Board.
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/HZXNUAQ/Pandora_Marketing_LLC__wybke-24-20022__0001.0.pdf?mcid=tGE4TAMA
PHOENIX GUARANTOR: Moody's Upgrades CFR to B1 Following IPO
-----------------------------------------------------------
Moody's Investors Service upgraded Phoenix Guarantor Inc.'s ("PGI"
or "BrightSpring") Corporate Family Rating to B1 from B2 and its
Probability of Default Rating to B1-PD from B2-PD. At the same
time, Moody's affirmed the B1 ratings on BrightSpring's senior
secured first lien revolving credit facility, senior secured first
lien term loan, and senior secured first lien term loan B1.
Moody's also assigned an SGL-1 Speculative Grade Liquidity rating
("SGL"). There is no action on the rating of the existing senior
secured second lien term loan, which is expected to be withdrawn
following full repayment of the outstanding balance. The outlook
remains stable.
The rating action follows BrightSpring's January 26, 2024 initial
public offering (IPO) of approximately 53 million shares of its
common stock priced at $13 per share and a concurrent offering of 8
million 6.75% tangible equity units (TEUs) with a stated amount of
$50 per unit, generating gross proceeds of nearly $1.1 billion.
BrightSpring intends to use the proceeds to repay its entire senior
secured second lien term loan (balance of $450 million), $51
million balance outstanding on its revolving credit facility, as
well as approximately $523 million of its existing senior secured
first lien term loan. The remaining proceeds will be used to cover
transaction fees and expenses.
"The ratings upgrade reflects the material improvement in credit
metrics that will result from BrightSpring's repayment of a
meaningful portion of outstanding debt and the associated reduction
in interest expense during a time period of elevated interest
rates," said David Locker, Moody's lead analyst for the company.
"Pro forma for the debt repayment, adjusted debt to EBITDA will
decline to approximately 4.5 times for the last twelve month period
ending September 30, 2023, down from 6.3 times on an actual basis.
The upgrade also reflects Moody's expectation for improvement in
BrightSpring's liquidity, due to expected material improvement in
cash flow as a result of lower interest expense payments and full
access to the company's $475 million senior secured first lien
revolving credit facility," continued Locker.
The assignment of the SGL-1 Speculative Grade Liquidity Rating
reflects Moody's expectation that BrightSpring's liquidity will be
very good over the next 12 to 18 months. BrightSpring's liquidity
will be supported by a cash balance of approximately $23 million
pro forma for the IPO proceeds, materially improved free cash flow
generation, and access to the $475 million revolving credit
facility expiring in 2028.
Governance risk considerations are a driver of the rating action.
BrightSpring has completed an IPO while materially paying down debt
with proceeds, leading to a lower financial leverage and improved
liquidity.
RATINGS RATIONALE
BrightSpring's B1 CFR is constrained by moderately high financial
leverage and a heavy reliance on government payors. Moody's
estimates BrightSpring's pro forma adjusted debt/EBITDA for
September 30, 2023 approximated 4.5 times, inclusive of the
company's commitment to repay debt with IPO proceeds. Moody's
expects BrightSpring's debt/EBITDA to further decline to
approximately 4 times over the next 12 to 18 months, assuming no
significant debt-funded acquisitions. The company's active M&A
strategy carries risk, including integration risk, though the
company has demonstrated successful integration of prior
acquisitions thus far. The rating also reflects Moody's view that
the company will continue to be acquisitive, and could use its
improved free cash flow towards tuck-in acquisitions.
BrightSpring's rating is supported by the company's national
footprint and strong market positions. With over $8 billion in
revenue, the company has significant scale and a relatively diverse
mix of businesses. BrightSpring's rating is also supported by a
strong and growing underlying demand for both home and
community-based services for seniors and people with intellectual
and developmental disabilities. The rating is also supported by
BrightSpring's business diversity, with the company's Provider
Services segment margins offsetting lower margins in the Pharmacy
Solutions segment, which is the higher growth segment.
BrightSpring's senior secured first lien credit facility, which is
comprised of a $475 million senior secured first lien revolving
credit facility, $1.225 billion senior secured first lien term
loan, and $1.791 billion senior secured first lien term loan B1, is
rated B1, the same as the B1 CFR. The first lien facilities will no
longer receive the benefit of a layer of loss absorption that would
have been provided by the second lien term loan once it is repaid.
The outlook is stable. Following debt repayment using IPO proceeds,
Moody's expects PGI to grow its EBITDA such that financial leverage
will decline to approximately 4 times in the next 12 to 18 months.
Moody's also expects PGI to maintain its very good liquidity.
ESG CONSIDERATIONS
BrightSpring's CIS-4 indicates the rating is lower than it would
have been if ESG risk exposure did not exist. BrightSpring is
exposed to social risks in providing high quality healthcare
services to individuals with intellectual and developmental
disabilities as well as those with catastrophic injuries. The
company relies heavily on government reimbursement, which exposes
it to regulatory and reimbursement changes. The company is also
exposed to labor pressures including wage inflation given its large
workforce of low wage workers. BrightSpring's exposure to
governance considerations reflects its historically aggressive
financial policies, though expected to be more tempered now as it
has become a publicly traded company, evident by the company's use
of IPO proceeds for debt repayment.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if PGI exhibits strong organic growth
in both the pharmacy solutions and provider services businesses.
The ratings could be upgraded if the company demonstrates material
margin expansion and strong free cash flow generation.
Quantitatively, ratings could be upgraded if leverage were
sustained below 4.0 times.
PGI's ratings could be downgraded if the company's operating
performance deteriorates and margins contract. A shift to more
aggressive financial policies could result in a ratings downgrade.
The ratings could be downgraded if PGI experiences weakening
liquidity, including soft free cash flow generation .
Quantitatively, ratings could be downgraded if leverage were
sustained above 5.0 times for an extended period.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Phoenix Guarantor Inc. ("PGI" or "BrightSpring") is the parent
company of BrightSpring Health Services, which merged with
PharMerica Corporation in 2019 to create one of the leading
providers of home and community-based health and pharmacy services.
Phoenix Guarantor Inc. serves complex client and patient segments
with significant lifelong and chronic health needs, primarily
serving seniors in multiple care settings and people with
intellectual/developmental disabilities (I/DD). Phoenix Guarantor
Inc. completed its initial public offering in January 2024, however
private equity firm Kohlberg Kravis and Roberts & Co. (KKR) and
Walgreens Boots Alliance retain a material ownership interest in
the company. The company generated revenues of approximately $8.4
billion for the last twelve month period ending September 30, 2023.
PHUNWARE INC: L1 Capital Global Has 8.3% Stake as of Jan. 18
------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, L1 Capital Global Opportunities Master Fund, Ltd.
disclosed that as of Jan. 18, 2024, it beneficially owned
23,212,148 shares of common stock of Phunware, Inc., representing
8.3 percent based on 280,740,034 shares of common stock outstanding
as of Jan. 18, 2024, as reported on the Issuer's Prospectus
Supplement filed pursuant to Rule 424(b)(5) of the Securities Act
of 1933 on Jan. 19, 2024.
The total number of shares of the Issuer's common stock owned by L1
Capital Global Opportunities Master Fund Ltd. consists of
23,212,148 shares of Common Stock. This amount does not include
18,500,000 pre-funded warrants to purchase shares of common stock
exercisable at $0.001 per share. The warrants are subject to a
4.99% beneficial ownership limitation.
David Feldman and Joel Arber are the Directors of L1 Capital Global
Opportunities Master Fund, Ltd. As such, L1 Capital Global
Opportunities Master Fund, Ltd., Mr. Feldman and Mr. Arber may be
deemed to beneficially own (as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934) 23,212,148 shares of the
Issuer's common stock. To the extent Mr. Feldman and Mr. Arber are
deemed to beneficially own such shares, Mr. Feldman and Mr. Arber
disclaim beneficial ownership of these securities for all other
purposes.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1665300/000107997324000141/l1cap_13g.htm
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions, and
services necessary to engage, manage, and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $50.89 million for the year ended
Dec. 31, 2022, compared to a net loss of $53.52 million for the
year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had
$27.81 million in total assets, $21.26 million in total
liabilities, and $6.55 million in total stockholders' equity.
Houston, Texas-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
In its Quarterly Report for the period ended Sept. 30, 2023,
Phunware said the Company's expectation that it will generate
operating losses and negative operating cash flows in the future
and the need for additional funding to support its planned
operations raise substantial doubt regarding its ability to
continue as a going concern. Phunware's management believes that
the Company's existing cash would not be sufficient to satisfy the
Company's operating cash needs for the year after the filing of
this Quarterly Report, and substantial doubt exists about the
Company's ability to continue as a going concern for one year
following the filing date of the Quarterly Report.
PINNACLE GRINDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pinnacle Grinding and Grooving LLC
275 Hill Street
Suite 220
Reno, NV 89501
Business Description: Pinnacle is an experienced subcontractor,
specializing in pavement rehabilitation and
preservation through diamond grinding and
grooving.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
District of Nevada
Case No.: 24-50103
Judge: Hon. Hilary L. Barnes
Debtor's Counsel: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Tel: 775-322-1237
Fax: 775-996-7290
Email: kevin@darbylawpractice.com
Total Assets: $2,866,132
Total Liabilities: $3,936,760
The petition was signed by Travis Brandt as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/M2G2B7Q/PINNACLE_GRINDING_AND_GROOVING__nvbke-24-50103__0001.0.pdf?mcid=tGE4TAMA
PROTO-VEST DRYERS: Seeks to Hire Fennemore Craig as Legal Counsel
-----------------------------------------------------------------
The Warren Companies and Proto-Vest Dryers, LLC seek approval from
the U.S. Bankruptcy Court for the District of Arizona to hire
Fennemore Craig, P.C. as their counsel.
The firm will render these services:
(a) advise the Debtor with respect to the powers and duties of
debtors in Chapter 11, Subchapter V cases;
(b) consult with Debtor concerning the administration of this
case and related proceedings;
(c) advise the Debtor with respect to the powers and duties of
Debtor in the operation of its business and the management of its
assets in this Subchapter V case;
(d) analyze the Debtor's financial situation and investigate
the acts, conduct, assets, liabilities, and financial condition of
Debtor, the operation of Debtor's business and any other matter
relevant to the case;
(e) advise the Debtor with respect to the use, sale or lease
of property, financing and the rejection and assumption of
executory contracts and unexpired leases, among other things;
(f) participate in the negotiation, formulation, and drafting
of a plan of reorganization, including modifications and
amendments, and advise the Debtor regarding its options and
alternatives, and the acceptance and confirmation process;
(g) prepare all necessary pleadings and papers pertaining to
matters of bankruptcy law or the case, including, without
limitation, appeals and other litigation as is necessary to
represent Debtor;
(h) participate in any proceedings or hearings in the
Bankruptcy Court, the District Court, the Bankruptcy Appellate
Panel, the Circuit Court of Appeals, the United States Supreme
Court, or any other judicial or administrative forum in which any
action or proceeding may be pending which may affect Debtor, its
assets, or the claims of its creditors; and
(i) provide any other legal services that may be necessary
during the pendency of this Subchapter V case on behalf of Debtor.
The firm will be paid at these rates:
Gerald L. Shelley, Director $700 per hour
Stacy Porche, Associate $350 per hour
Megan Tobin, Associate $350 per hour
Fennemore received a retainer in the amount of $37,500.
Gerald L. Shelley, Esq., a partner at Fennemore Craig, 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:
Gerald L. Shelley, Esq.
FENNEMORE CRAIG PC
2394 E Camelback Road Suite 600
Phoenix, AZ 85016
Tel: (602) 916-5000
Email: gshelley@fclaw.com
About Proto-Vest Dryers
Proto-Vest Dryers, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-09288) on
December 28, 2023, with $500,001 to $1 million in both assets and
liabilities.
Stacy Porche, Esq., at Fennemore Craig, P.C. represents the Debtor
as legal counsel.
READYMAX INC: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
ReadyMax, Inc. to use the cash collateral of the U.S. Small
Business Administration on an interim basis, in accordance with the
budget.
Pre-petition, the Debtor obtained a loan from SBA, which is
purportedly secured by essentially all of the Debtor's assets.
At the time the case was filed, the Debtor's personal property was
valued at $498,313, which includes cash and cash equivalents of
$44,000, finished goods inventory of $316,257, molds and tooling of
$100,0000, intellectual property valued at $13,193, receivables
valued at $4,408 and other miscellaneous assets.
The court said the SBA's pre-petition lien rights will continue to
attach to post-petition cash received by the Debtor, to the extent
such rights existed pre-petition, but no new lien rights are
created by the order.
A final hearing on the matter is set for February 13, 2024 at 2:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=yg2RQA
from PacerMonitor.com.
About ReadyMax Inc.
ReadyMax, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-50969) on Dec. 22,
2023, with $498,913 in assets and $3,462,957 in liabilities. James
E. Duffy, president, signed the petition.
Judge Hilary L. Barnes oversees the case.
Kevin A. Darby, Esq., at Darby Law Practice, Ltd., represents the
Debtor as bankruptcy counsel.
RED RIVER SUBS: Starts Subchapter V Proceedings
-----------------------------------------------
Red River Subs Inc. filed for chapter 11 protection in the District
of North Dakota.
The Debtor reports between $500,000 and $1 million in debt owed to
1 and 49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
February 15, 2024, at 1:30 PM at UST-LA3, TELEPHONIC MEETING.
CONFERENCE LINE:866-821-5980, PARTICIPANT CODE:9065076.
About Red River Subs
Red River Subs Inc., doing business as Erbert and Gerbert's -
Fargo, is a sandwich shop franchise.
Red River Subs Inc. sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. of N.D. Case No. 24-30010)
on Jan. 14, 2024. In the petition signed by Todd Beedy, as
president, the Debtor estimated assets between $50,000 and $100,000
and liabilities between $500,000 and $1 million.
The Debtor is represented by:
Maurice VerStandig, Esq.
The Dakota Bankruptcy Firm
300 Broadway N.
Fargo, ND 58102
REGIONAL WEST HEALTH: Fitch Affirms 'BB-' IDR, Outlook Negative
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
Regional West Health Services (RWHS) at 'BB-'. Fitch has also
affirmed approximately $64 million of series 2016A bonds issued
through Hospital Authority No. 1 of Scotts Bluff County, NE on
behalf of RWHS at 'BB-'.
Fitch has removed the ratings from Rating Watch Negative and
assigned a Negative Rating Outlook.
Entity/Debt Rating Prior
----------- ------ -----
Regional West
Health Services
and Affiliates (NE) LT IDR BB- Affirmed BB-
Regional West
Health Services
and Affiliates (NE)
/General Revenues/1 LT LT BB- Affirmed BB-
Removal of the ratings from Negative Watch is based on RWHS' entry
into a forbearance agreement to remedy an event of default that
resulted from RWHS' debt service coverage ratio falling below 1x in
fiscal 2022. RWHS's sizeable fiscal 2022 operational losses
resulted in negative operating profitability and dilution of
balance sheet metrics. According to management, this was largely a
result of continued revenue disruption related to its Cerner
electronic medical record (EMR) system implementation in 2018 and
ongoing cost pressures.
In 2023 operational improvement resulted from ongoing initiatives
related to the revenue cycle, labor costs and closure of
unprofitable service lines. RWNHS' liquidity also improved as a
result of the sale of its interest in the Medical Center of the
Rockies (MCR) in September 2023. RWHS received $47.5 million in
proceeds, which it is using proceeds to pay existing obligations,
fund future equipment purchases and increase its liquidity
position.
The Negative Outlook is a result of soft operating profitability
metrics expected through 2023 despite improvement from fiscal 2022.
RWHS had an operating EBITDA margin of negative 2.6% and EBITDA of
3.1% as of Sept. 30, 2023 (FYE December). Fitch expects that RWHS
will continue to improve its operating metrics in fiscal 2024
compared to 2023. However, if RWHS is unable to continue to execute
on its improvement initiatives in 2024, the rating could face
downward pressure.
SECURITY
The bonds are secured by a pledge of gross revenues and a mortgage
lien from the obligated group (OG). The recent forbearance
agreement continues through June 2024; it pledges substantially all
of RWHS' assets to the master trustee and consents the transfer of
funds remaining in the project fund to a separate reserve fund,
which will be held by the trustee in trust for the bondholders and
as further security for the repayment of the obligations due under
the bond documents.
KEY RATING DRIVERS
Revenue Defensibility - 'bbb'
Dominant Market Position; Weak Service Area
Fitch assesses RWHS' revenue defensibility at midrange, supported
by its dominant market position and limited competition in a
somewhat weak service area in the Nebraska panhandle. RWHS has a
majority market share in its primary service area. Although the
service area has weak demographic trends, RWHS acts as a regional
referral center in western Nebraska and is the largest provider
within 150 miles. No other hospital has more than 25 licensed beds
in RWHS's primary, secondary or tertiary service areas.
RWHS's payor mix remains solid, as evidenced by combined Medicaid
and self-pay accounting for less than 25% of gross revenues in
recent years, which Fitch views favorably.
Operating Risk - 'b'
Substantial losses in 2022; Improvement in 2023
RWHS incurred sizeable fiscal 2022 operating losses, driven by
continued pressures related to its revenue cycle and labor cost
pressures. Fiscal 2022 results include a negative 12.7% operating
EBITDA and negative 10.5% EBITDA margin. This is a significant
decline from the prior year; operating EBITDA and EBITDA were 6.9%
and 11.1%, respectively, in fiscal 2021. Prior to fiscal 2020, RWHS
had soft operating profitability and liquidity levels primarily due
to issues related to its Cerner EMR implementation project in
2018.
As of Sept. 30, 2023, RWHS had an operating EBITDA margin of
negative 2.6% and EBITDA of 3.1% (Dec FYE). This operational
improvement in 2023 is a result of continued initiatives related to
the revenue cycle, labor costs and closure of unprofitable service
lines.
Over the past five years capital spending has averaged 76.3% of
depreciation. Going forward, Fitch expects RWHS's capital spending
to be elevated compared to recent years, as it funds various
strategic capital projects to accommodate needs as the regional
referral center in western Nebraska. RWHS has an elevated average
age of plant of over 18 years in FY23.
Financial Profile - 'bb'
Deterioration in liquidity and leverage in fiscal 2022; Improvement
in fiscal 2023
RWHS ended fiscal 2022 with cash-to-adjusted debt of approximately
40.1% and a negative 1.4x net-adjusted debt to adjusted EBITDA
(NADAE). Additionally, RWHS had approximately 32 days cash on hand,
compared to approximately 73.1 days cash on hand (DCOH) at FYE
2021. The year over year cash decline is the result of an
approximately negative $40.9 million cash flow from operations
during the 2022 fiscal year.
RWHS received $47.5 million in proceeds from the sale of its
interest in the Medical Center of the Rockies (MCR) in September.
Funds from the sale were used to pay existing obligations, fund
future equipment purchases and improve liquidity position. As of
Nov. 30, 2023 RWHS had approximately 49% cash-to-adjusted debt and
35 DCOH (consolidated) which Fitch views as an asymmetric risk
consideration for the financial profile as it falls below Fitch's
75 DCOH threshold. Fitch notes that RWHS does not have a DCOH
financial covenant.
Fitch's forward-looking scenario shows RWHS maintaining key
liquidity and leverage metrics that are overall consistent with a
'bb' assessment, assuming operational improvement in the near term
as management continues operational improvement plans.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Given the minimal financial cushion afforded by its current
liquidity position, any deterioration or inability to stabilize
unrestricted reserves could result in a downgrade;
- Failure to improve and sustain positive operating EBITDA and
EBITDA margins in the next couple of years.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- RWHS would need to significantly improve its unrestricted cash
reserves to levels that result in sustained cash to adjusted debt
above 100% and/or improve its operating EBITDA levels consistently
above 6% to be considered for a higher rating level.
PROFILE
RWHS is a non-profit corporation organized as a parent company for
affiliated non-profit health care organizations. The OG consists
solely of Regional West Medical Center (RWMC), an acute care
general hospital in Scottsbluff, NE. RWMC is licensed to operate
188 acute care beds and is a regional referral center.
RWHS's other affiliated entities that are not part of the OG
include: Regional West Physicians Clinic, Regional West Foundation,
Regional West Village, Regional West Garden County and Regional
Care. Fitch's analysis is based on the consolidated entity.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
RELIABLE HEALTHCARE: Seeks to Hire Glankler Brown as Legal Counsel
------------------------------------------------------------------
Reliable Healthcare Logistics, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Glankler Brown PLLC as its attorneys.
The Debtor requires legal counsel to render services relating to
its reorganization proceeding, including, but not limited to, the
preparation and submission to creditors of a Chapter 11 plan of
reorganization and assistance with the sale of the Debtor's
assets.
The firm will bill these rates:
Michael P. Coury, Member $500 per hour
Ricky L. Hutchens, Associate $350 per hour
Mandi Benson, Paralegal $260 per hour
Michael Coury, attorney at Glankler Brown, disclosed in a court
filing that his firm neither represents nor holds any interest
adverse to the Debtor in the matters upon which it is to be
engaged.
The firm can be reached through:
Michael P. Coury, Esq.
GLANKLER BROWN, PLLC
Suite 400, 6000 Poplar Avenue
Memphis, TN 38119
Tel: (901) 576-1886
Email: mcoury@glankler.com
About Reliable Healthcare Logistics
Reliable Healthcare Logistics, LLC is an independent 3PL recognized
for developing cost effective, innovative supply chain solutions
for complex logistics requirements in regulated industries. With
over 650,000 total square feet, its 9 Reliable facility locations
are dedicated to the secure and proper storage of pharmaceutical
products, including prescription and over-the counter-medications,
as well as providing services for medical device manufactures,
cosmetics, human and animal health and wellness companies. The
company is based in Memphis, Tenn.
Reliable Healthcare Logistics filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. 24-20252) on
January 19, 2024, with $1 million to $10 million in both assets and
liabilities. Mike Kattawar, Sr., chief strategic officer, signed
the petition.
Judge Jennie D. Latta oversees the case.
Michael P. Coury, Esq., at Glankler Brown, PLLC represents the
Debtor as legal counsel.
REVERE POWER: S&P Lowers Senior Secured Debt Rating to 'CCC+'
-------------------------------------------------------------
S&P Global Ratings lowered its rating on Revere Power LLC's
(Revere) senior secured term loan B (TLB), term loan C (TLC), and
revolving credit facility (RCF) to 'CCC+' from 'B-'.
The '3' recovery rating on Revere's term loan B due in 2026, term
loan C due in 2026, and revolving credit facility due in 2024 is
unchanged. The '3' recovery rating indicates S&P's expectation for
substantial recovery (50%-70%; rounded estimate: 60%) in a default
scenario.
S&P said, "The stable outlook reflects our view that the capital
structure is unsustainable and the project is currently dependent
on favorable business, financial, and economic conditions to meet
its long-term financial commitments. At the same time, we do not
anticipate a default over the next 12 months, with the TLB maturing
in March 2026."
Revere is a project-finance entity that wholly owns and controls
three combined-cycle gas plants in New England, with a combined
winter capacity of 1,143 megawatts. The Bridgeport, Tiverton, and
Rumford plants sell all their output on a merchant basis within the
ISO-New England (ISO-NE) jurisdiction.
S&P views Revere's capital structure as unsustainable, given a
higher-than-expected TLB balance at maturity and lack of
improvement in market conditions.
S&P said, "Our updated forecast of the TLB balance at maturity is
approximately $400 million, compared with our previous expectation
of $385 million. We view Revere's capital structure as
unsustainable, which could lead to further refinancing risk when
the TLB matures in March 2026. Therefore, we view the project life
coverage ratio as below 1.0x. At the same time, we don't anticipate
a liquidity event over the next 12 months. We project that Revere
will generate sufficient cash flow to cover its debt service before
the refinancing. With rising interest rates and a higher debt
balance, annual debt service is now forecast at approximately $36
million for the TLB period, which the project should be able to
cover with projected cash flows."
Revere's financial results in 2023 were better than in previous
years, albeit not sufficiently to support meaningfully
deleveraging. For the trailing 12 months as of third-quarter 2023,
Revere's improved financial results were spurred by higher
generation and more favorable hedges. For this period, Revere
generated $61 million in cash flow available for debt service
(CFADS) but instead of sweeping debt, the project reserved
approximately $30 million for winter gas procurement, capital
expenditure, and anticipated increased interest expenses because
the interest swap is maturing in March 2024. S&P believes that some
of the reserved cash might eventually be used to pay down debt.
S&P said, "We also expect some degree of normalization. Although
Revere realized high spark spreads for the first nine months of
2023, we expect these will moderate and normalize starting in 2024.
Rising emission compliance costs could also affect the project's
cash flows. Regional Green House Gas Initiative prices have
increased and cleared at about $14.88 per ton (/ton) in the latest
auction in December 2023, which is materially higher than $7.41/ton
in December 2020.
"We view Revere's liquidity as adequate given our one-year
horizon.
"Given our 12-month outlook horizon, we view Revere's liquidity as
adequate, with sources over uses of about 1.8x. Total projected
liquidity sources include a TLC-funded debt service reserve of $20
million, $9.5 million of unrestricted cash on hand, and projected
CFADS of about $36 million. This should cover projected debt
service of about $36 million.
"Revere's RCF matures in March 2024. We assume the RCF will be
extended beyond this date. If the project is unable to extend
beyond that time, we could revise our assessment of Revere's
liquidity as becoming more constrained.
"The stable outlook reflects our view that the project's capital
structure is unsustainable and it is dependent upon favorable
business, financial, and economic conditions to meet its financial
commitments in the long term. We do not anticipate a default over
the next 12 months, with the TLB maturing in March 2026.
"We could take a negative rating action if we believe a default or
distressed exchange offering is likely during the next 12 months.
This could occur if there is no successful refinancing strategy for
the upcoming senior secured obligations or if the project faces an
imminent liquidity crisis.
"We could take a positive rating action if we no longer view
Revere's capital structure as unsustainable. This could occur if
Revere is able to capture higher energy prices, or if capacity
prices are meaningfully higher in ISO-NE, resulting in meaningful
improvement in the project's cash flow generation and debt paydown,
and if it executes a successful refinancing strategy for the
upcoming TLB maturity."
RICE OIL: Court OKs Cash Collateral Access Thru Feb 29
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized Rice Oil Company, LLC, d/b/a Rice Oil & Environmental to
use cash collateral on an interim basis, in accordance with the
budget, with a 15% variance, and its agreement with Peoples Bank.
The Debtor requires the use of cash collateral to pay for all
necessary post-petition operating expenses including lease
obligations, payroll, taxes, insurance obligations, utilities, and
other normal and necessary operating expenses.
The Debtor's primary secured lender is Peoples Bank. Peoples Bank
is believed to have a priority security interest in "all inventory,
chattel paper, accounts, equipment and general intangibles now
owned or hereafter acquired."
The Debtor's gross revenue was $2.359 million in 2022 and $2.6
million in 2023.
As adequate protection, People Bank is granted post-petition liens
on, and security interest in, the property of the estate in favor
of Peoples Bank that will have the same validity, priority, and
extent (if any) that existed at the time of the commencement of the
above-captioned cases as adequate protection for their secured
claim.
If there is no Event of Default, the Debtor's authority to use cash
collateral will remain in effect through the later of February 29,
2024 or the Final Hearing.
These events constitute an "Event of Default":
a. the failure to maintain property insurance;
b. the conversion of the Debtor's Bankruptcy Case to any other
Chapter;
c. the dismissal or conversion of the Debtor's bankruptcy case,
d. the Debtor's failure to comply with the terms of the Interim
Order including any Material Variance or
e. failure to make regular principal and interest payments to
Peoples; or
f. failure of the Debtor to open and maintain a Debtor in
Possession account at Peoples subject to approval of the US Trustee
and deposit all cash collateral in the Deposit Account.
A final hearing on the matter is set for February 28 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=Oa055h
from PacerMonitor.com.
About Rice Oil Company, LLC
Rice Oil Company, LLC offers products and services that span the
following: oils & lubricants delivery; used oil & 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. In the petition signed by David K. Charlton, president, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Alan M. Koschik oversees the case.
Michael A. Steel, Esq. represents the Debtor as legal counsel.
RISE DEVELOPMENT: Seeks Cash Collateral Access
----------------------------------------------
Rise Development Partners, LLC asks the U.S. Bankruptcy Court for
the Eastern District of New York for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral to pay certain costs
and expenses necessary to operate, preserve and maintain its
business, including without limitation, salaries, supplies and
other expenses, as well as payments to subcontractors, suppliers
and materialmen, pursuant to Article 3-A of the New York Lien Law.
Prior to commencement of the Chapter 11 Case, the Debtor incurred a
loan obligation to the U.S. Small Business Administration in the
principal amount of $150,000. The balance of the Loan, as of the
Filing Date and as asserted by the SBA is $162,977.
The SBA has asserted that it holds a lien against all assets of the
Debtor to secure the Loan.
The SBA has authorized the Debtor to use the cash collateral for
all such ordinary and necessary business expenditures in the
operation of its business in the case.
The Debtor proposes to: (i) pay the SBA Adequate Protection
Payments in the amount of $731 per month, and (ii) grant the SBA an
Adequate Protection Lien in the form of a replacement lien against
and security interest in all assets of the Debtor to the extent
that such liens existed immediately prior to the Filing Date and
for any diminution in value. Such replacement lien and payment
provide the SBA with adequate protection. Regarding the payments,
the Debtor is current with post-petition adequate protection
payments to the SBA.
The use of the cash collateral will include a Carveout for: (i)
United States Trustee quarterly fees (inapplicable in the
subchapter V case), (ii) fees and expenses of a Chapter 7 trustee
in the amount of $10,000, (iii) fees and expenses of the Debtor's
retained professionals in the amount of $30,000, and (iv) all
avoidance actions and proceeds thereof.
A hearing on the matter is set for March 8, 2024 at 10:30 a.m.
A copy of the motion is available at https://urlcurt.com/u?l=vJO5G9
from PacerMonitor.com.
About Rise Development Partners
Rise Development Partners LLC is a full-service construction
company in Brooklyn, N.Y., offering a wide range of services,
specializing in real estate development and commercial and
residential renovations.
Rise Development Partners LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-44119) on Nov. 10, 2023, with $1,709,308 in assets and
$6,302,176 in liabilities. Lawrence Rafalovich, president, signed
the petition.
The Debtor is represented by Adam P. Wofse, Esq., at Lamonica
Herbst & Maniscalco, LLP.
RISING STAR: Amends Plan to Include Pawnee Leasing Secured Claim
----------------------------------------------------------------
Rising Star Missionary Baptist Church submitted an Amended
Subchapter V Plan of Reorganization dated January 25, 2024.
Pursuant to the Plan, the Debtor will restructure its payments to
its secured creditors, pay its unsecured creditors in full over
time, and will temporarily retain its largest asset, the real
property located at 1500 South Dayton Street, Aurora, Colorado,
while preparing that property for sale, over the term of the Plan.
All creditors are expected to be paid in full from the proceeds of
the sale of that real property.
The Debtor possesses the ability to perform under the Plan pending
sale of the Property, and has sufficient cash over the life of the
Plan to make the required Plan payments and operate the Church.
Projections reflects that the Debtor will have projected disposable
income sufficient to fund payments due under the Plan, pending sale
of the Property.
The Class 9 Secured Allowed Claim held by Pawnee Leasing
Corporation is impaired by this Plan. The Class 9 Allowed Secured
Claim shall be allowed in the principal amount of amount of (i)
$50,000.00; or (ii) if the Class 9 Claimant objects, in an amount
to be determined by the Court at the confirmation hearing, or an
amount agreed upon by the Debtor and the Class 9 claimant on or
before the Confirmation Date. Pursuant to Section 506 of the
Bankruptcy Code, the Class 9 Claim is secured up to the value of
the collateral for the Claim and unsecured for the balance.
On the Effective Date of the Plan, the Allowed Class 9 Claim shall
not bear interest; or (ii) if the Class 9 claimant objects to such
rate in writing and serves a copy of such objection on the Debtor
at least 15 days prior to the commencement of the confirmation
hearing, such rate as will be determined by the Court as necessary
to satisfy the requirements of Section 1129(b) of the Code; or
(iii) such other rate as agreed by Debtor and the Class 9 claimant.
The Class 9 Allowed Secured Claim shall be paid in equal monthly
installments of $883.00 over the term of the Plan, commencing on
the first day of the first month which is at least 30 days after
the Effective Date of the Plan. Payments shall continue until such
time as the Property is sold, or the amount due on the Allowed
Class 9 Claim is otherwise paid or refinanced within the Plan
term.
Class 10 consists of those unsecured creditors of Rising Star
Missionary Baptist Church who hold Allowed Unsecured Claims. All
unsecured creditors holding Allowed Unsecured Claims shall receive
(i) their prorata share of $5,000.00, payable within 30 days of the
end of each quarter during the term of the Plan (the "Quarterly
Payments"), commencing with the end of the first full quarter of
the year following the Effective Date of the Plan and continuing
for the term of the Plan.
In addition, Class 10 claimants shall share on a pro rata basis the
net proceeds from the sale or refinance of the Property, after
payment of Allowed Administrative Claims, Allowed Priority Tax
Claims, Class 1 Priority Claims, and Class 2-9 Secured Claims. If
the Property is not sold or refinanced in an amount sufficient to
satisfy the Allowed Claims of General Unsecured Creditors in Class
10 by the end of the second full year following the Effective Date
of the Plan, the Quarterly Payments will continue through the term
of the Plan, and the Debtor will, in month 60 of the Plan, provide
a payment to Class 10 creditors in an amount equal to the remaining
balance due on such claims at that time.
Within 45 days of the Effective Date of the Plan, the Debtor retain
a qualified commercial real estate broker to assist the Debtor with
marketing and sale of the Property. Within 60 days of such broker's
retention, the Debtor shall list the Property for sale. The Debtor,
using its business judgment, shall determine which of the following
options to undertake in order to effectuate its obligations due
under this Plan.
* Option 1: Upon the Effective Date of the Plan, the Debtor
will continue with normal Church operations at the Property and
shall perform its obligations pursuant to the Plan. Within 2 years
of the Effective Date of the Plan, the Debtor shall sell the
Property. The Debtor expect that the net proceeds available from
the sale of the Property will satisfy the claims of all secured,
unsecured, priority and administrative creditors holding Allowed
Claims. The Debtor expects to utilize the remaining net proceeds
from such sale, after satisfaction of Allowed Creditor claims, to
fund future Church operations and to find a new location from which
to continue Church operations.
* Option 2: Upon the Effective Date of the Plan, the Debtor
will continue with normal Church operations at the Property and
shall perform its obligations pursuant to the Plan. Within 2 years
of the Effective Date of the Plan, the Debtor shall sell a portion
of the Property, and obtain a new loan upon the remainder of the
Property, if necessary, in an amount sufficient to repay the
Allowed Claim held by the Class 2 and Class 3 Claimant, Canvas
Credit Union, and continue with Plan payments to other creditors
pursuant to the Plan.
A full-text copy of the Amended Subchapter V Plan dated January 25,
2024 is available at https://urlcurt.com/u?l=U9ubqv from
PacerMonitor.com at no charge.
Attorneys for Debtor:
David M. Miller, Esq.
Spencer Fane LLP
1700 Lincoln Street, Suite 2000
Denver, CO 80203
Telephone: (303) 839-3800
Facsimile: (303) 839-3838
Email: dmiller@spencerfane.com
About Rising Star Missionary Baptist Church
Rising Star Missionary Baptist Church is a non-profit Colorado
Corporation and religious organization which was formed in 1986.
The Debtor owns and operates a Missionary Baptist Church located at
1500 South Dayton Street, Aurora, Colorado ("Property").
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Colo. Case No. 23-14820) on Oct. 20,
2023, with $10 million to $50 million in assets and $1 million to
$10 million in liabilities.
Judge Thomas B. McNamara oversees the case.
David M. Miller, Esq., at Spencer Fane, LLP, serves as the Debtor's
legal counsel.
RLI SOLUTIONS: Gets Court Nod to Sell Property by Public Auction
----------------------------------------------------------------
RLI Solutions Company received approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to sell a property
by public auction.
The property up for auction is a Peterbilt 567, which is estimated
to be worth around $100,000.
RLI Solutions, through Ritchie Bros. Auctioneers, will conduct an
in-person auction in Orlando, Fla., and an online auction through
Ritchie Bros.' website.
The auctioneer will be taking bids on Feb. 19, at 8:00 a.m., at
which time the highest bids will be chosen. The auction will end on
Feb. 23, at 4:00 p.m.
The property is not encumbered by any liens. After deduction of
Ritchie Bros.' commission, the net proceeds from the sale will be
payable to RLI Solutions.
About RLI Solutions Company
RLI Solutions Company, doing business as Ronald Lane Inc., filed
Chapter 11 petition (Bankr. W.D. Pa. Case No. 22-21375) on July 17,
2022, with as much as $10 million in both assets and liabilities.
Christopher Lane, president of RLI Solutions Company, signed the
petition.
Judge Thomas P. Agresti oversees the case.
Donald R. Calaiaro, Esq., at Calaiaro Valencik is the Debtor's
legal counsel.
RYJA GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ryja Group, LLC
DBA Sand Box 903, LLC
FKA Sandbox Bar, LLC
DBA Sandbox Sports Bar
7280 UTSA Blvd #110
San Antonio, TX 78249
Business Description: The Debtor owns and operates a sports bar.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-50137
Judge: Hon. Michael M. Parker
Debtor's Counsel: H. Anthony Hervol, Esq.
LAW OFFICE OF H. ANTHONY HERVOL
22211 IH-10 West, Suite 1206-168
San Antonio, TX 78257
Tel: (210) 522-9500
Email: hervol@sbcglobal.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roland Martinez, uthorized
representative of Rio Mambo Sonterra, Inc., Debtor's 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/NIZFUII/Ryja_Group_LLC__txwbke-24-50137__0001.0.pdf?mcid=tGE4TAMA
SHARP SERVICES: Moody's Lowers Rating on First Lien Loans to 'B3'
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Sharp Services,
LLC's including its B3 Corporate Family Rating and B3-PD
Probability of Default Rating. Concurrently, Moody's downgraded the
ratings on the company's existing senior secured first lien credit
facilities to B3 from B2. The outlook remains stable.
The company intends to raise approximately $150 million in
incremental first lien term loan borrowings. Proceeds along with
balance sheet cash will be used to repay $158 million of second
lien term loan (unrated), and pay fees and expenses related to this
transaction.
The affirmation of the rating reflects Sharp's good operating
performance, tempered by continuation of high albeit declining
financial leverage. The downgrade of the senior secured first lien
debt instruments reflect addition of approximately $150 million of
incremental first lien debt, and the removal of the loss absorption
provided by $158 million of second lien debt cushion. The ratings
on the senior secured first lien revolver and term loans match the
B3 CFR, as these instruments represent the preponderance of debt in
the capital structure.
RATINGS RATIONALE
Sharp's B3 CFR reflects high financial leverage, with pro forma
gross debt/EBITDA of 6.5x for the twelve months ended September 30,
2023, as well as financial risks associated with private-equity
ownership. Sharp's rating is also constrained by its modest, albeit
growing scale, both on an absolute basis and relative to several
much larger competitors, as well as the risk of revenue losses due
to selective in-sourcing by customers. Sharp benefits from its
leading position among contract packaging services companies, a
relatively well diversified customer base consisting largely of
blue-chip pharmaceutical clients, and relatively good visibility
into the company's revenue streams. Moody's expects the company's
growth will continue to be supported by favorable industry
tailwinds, as the pharmaceutical industry will continue to increase
its reliance on outsourced service providers.
Moody's expects Sharp to maintain good liquidity over the next 12
months. Cash levels were approximately $37 million as of September
30, 2023. Moody's expects that the company's annual free cash flow
will be in the range of $20-$30 million over the next 12 months,
which will be sufficient to cover mandatory interest payments and
debt amortization. Sharp's liquidity is supported by its recently
upsized $130 million revolving credit facility, expiring in 2026,
which was undrawn as of September 30, 2023. The revolver has a
springing first lien net leverage ratio covenant, set at 8.75x
(with no step-downs), when the revolver draw exceeds 40% of the
total commitment.
Sharp's ESG credit impact score (CIS-4) indicates the rating is
lower than it would have been if ESG risk exposures did not exist.
The score reflects social risk exposures (S-4) driven by The S-4
score reflects responsible production risk exposures associated
with compliance with the comprehensive government regulations
surrounding the operation of the company's specialized facilities
and equipment. The G-4 score reflects governance risk exposures
including high financial leverage and private equity ownership,
which creates risk of aggressive financial policies.
The stable outlook reflects Moody's expectation that despite high
financial leverage, the company will benefit from high-single digit
earnings growth and sustain good liquidity, over the next 12 to 18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Sharp can profitably grow in scale
while maintaining good liquidity, reflected in consistently
positive free cash flow. Debt/EBITDA sustained below 6.0 times
would support an upgrade.
The ratings could be downgraded if Sharp were to experience
operating disruptions, a loss of a major contract or if financial
policies became more aggressive. A downgrade could also occur if
the company's liquidity profile were to erode, such that free cash
flow was to turn negative on a sustained basis, or EBIT/interest
coverage falls below one times.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Sharp Services LLC ("Sharp"), headquartered in Allentown,
Pennsylvania, is a contract packaging organization, providing
outsourced primary and secondary packaging solutions, primary fill
finish through ownership of Berkshire Sterile Manufacturing, and
cold chain storage, as well as clinical services. Sharp generated
pro forma revenues of approximately $559 million for the LTM period
ending September 30, 2023. Sharp's parent firm and issuer of the
audited financial statements, Sharp Topco LLC (guarantor of the
rated debt) is majority owned by private equity firm Clayton
Dubilier & Rice, along with minority stakes by the management team.
SIMPLIFIED SOFTWARE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Simplified Software Development, L.L.C.
d/b/a Simplified Nutrition Online
1960 Bayshore Blvd.
Dunedin, FL 34698
Business Description: The Debtor offers online dietary management
solution.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-00560
Judge: Hon. Catherine Peek Mcewen
Debtor's Counsel: David W. Steen, Esq.
DAVID W. STEEN, P.A.
PO Box 270394
Tampa, FL 33688-0394
Tel: (813) 251-3000
E-mail: dwsteen@dsteenpa.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stephen Bennett, Managing Member
Simplied Software Design.
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/MNDHH7A/Simplified_Software_Development__flmbke-24-00560__0001.0.pdf?mcid=tGE4TAMA
SPARTAN GROUP: Taps Brad Walker as Chief Restructuring Officer
--------------------------------------------------------------
Spartan Group Holdings, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Eastern District of Texas to
employ Brad Walker of Riverbend Special Situations Group as chief
restructuring officer.
The CRO will render these services:
1. assess the Debtor's business operations, properties,
financial condition, current liquidity and forecasts.
2. assess restructuring options/strategic alternatives
including 363 sale options, potential plan of reorganization,
debtor in possession financing, wind down and sale, capital bridge
opportunities, debt raise.
3. assess near term cash flow.
a. prepare / maintain 13-week cash flow;
b. prepare actual vs. budget cash reporting;
c. prepare cash collateral schedules;
d. prepare DIP cash schedules; and
e. lender required forecast as needed.
4. assist the Debtor with financial reporting.
a. assist with monthly reporting;
b. assist in preparing SOFA reports;
c. prepare court required monthly operating reports; and
d. communicate and report to the Debtor's board of
directors, executive management and Debtors' counsel.
5. prepare schedules for and communicate as needed with the
Debtor's secured lenders.
6. communicate with third parties and the bankruptcy court.
a. attend 341 hearing;
b. attend hearings and testify as needed;
c. address U.S. Trustee requirements;
d. communicate with key stakeholders as needed; and
e. communicate with unsecured creditors and committees as
needed.
7. assist the Debtors' counsel and management with all aspects
of the bankruptcy process.
8. prepare long term forecasts for potential financing
options.
9. oversee the restructuring/reorganization of the Debtor and
its debt structure.
10. assist management with business operations and operational
improvements.
The firm will be paid at these rates:
Brad Walker (CRO) $475 per hour
Stuart Morton $425 per hour
Managing Directors $375 - $475 per hour
Directors $325 per hour
Associates $225 per hour
Brad Walker, a partner at Riverbend, disclosed in a court filing
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brad Walker
Brad Walker, LLC
d/b/a Riverbend Special Situations Group
Riverbend Solutions Group
12400 Coit Rd #900,
Dallas, TX 75251
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.
STENSON LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stenson Landscape & Irrigation, Inc.
PO Box 955
Lake Dallas, TX 75065
Case No.: 24-40243
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Eastern District of Texas
Debtor's Counsel: Eric Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road, Ste. 850
Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Email: agenda@ealpc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tracy Terrell Doyle as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/VP2YGIY/Stenson_Landscape__Irrigation__txebke-24-40243__0001.0.pdf?mcid=tGE4TAMA
STIMWAVE TECHNOLOGIES: Former CEO Wants Chapter 11 Case Stayed
--------------------------------------------------------------
A former CEO of bankrupt medical device maker Stimwave Technologies
has asked a Delaware bankruptcy judge to stay the company's Chapter
11 case pending resolution of her ongoing criminal trial.
Laura Perryman, the former CEO, says the status of the criminal
case favors a stay and the overlap between the civil and criminal
actions warrant a stay.
About Stimwave
Stimwave Technologies Incorporated and Stimwave LLC manufacture,
distribute, and provide ongoing support for implantable, minimally
invasive neurostimulators, which are used as a treatment for
chronic intractable pain.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 22-10541) on June 15, 2022. In
the petition signed by Aure Bruneau, as manager, the Debtors
disclosed up to $100 million in assets and up to $50 million in
liabilities.
Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and
Crutcher LLP serve as the Debtors' legal counsel.
The Debtors also tapped Honigman LLP and Jones Day as special
counsel; Riverson RTS, LLC as financial advisor; and GLC Advisors
and Co., LLC and GLCA Securities, LLC as investment bankers.
Kroll
Restructuring Administration is the Debtors' administrative
advisor
and notice, claims, solicitation and balloting agent.
On July 6, 2022, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in these cases. Culhane
Meadows, PLLC and Province, LLC serve as the committee's legal
counsel and financial advisor, respectively.
TAAT INTERNATIONAL: Unsecureds Will Get 5 Cents on Dollar in Plan
-----------------------------------------------------------------
TAAT International LLC submitted a Second Amended Plan of
Reorganization dated January 25, 2024.
The Plan proponent's financial projections show that the Debtor
will have projected disposable income of $35,455.
The final Plan payment is expected to be paid under this thirty
six-month Plan in January 2027 or such other date approved by the
Bankruptcy Court after notice and a hearing.
This Second Amended Plan of Reorganization proposes to pay
creditors of Debtor TAAT from the surplus cash flow to be generated
by TAAT during the thirty-six-month life of the Plan.
Non-priority unsecured creditors holding Allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 5 cents on the dollar (assuming an estimated
$698,750.45 of nonpriority unsecured creditors holding Allowed
claims, and a $35,455 total distribution to that class; provided,
however, these numbers may change given the final amount of
non-priority unsecured creditors holding Allowed claims and other
factors and is only an estimate). This Plan also provides for the
payment of administrative and priority claims.
Class 3 consists of non-priority unsecured creditors Other than the
Subordinated PBR Claim and Subordinated Global Claim. After payment
of all unclassified claims and Class 1 and Class 2 claims, each
holder of an Allowed Class 3 unsecured claim shall participate pro
rata with each other holder of an Allowed unsecured claim and shall
receive, its pro rata share of projected quarterly disposable
income of the Debtor. Creditors in Class 3 are Impaired under this
Plan.
Class 4 consists of Non-priority Subordinated PBR Claim. The holder
of the Allowed Class 4 Subordinated PBR Claim is subordinated to
Classes 1, 2, and 3 under this Plan. Creditor in Class 4 is
Impaired under this Plan.
Class 5 consists of Nonpriority Subordinated Global Claim. The
holder of the Allowed Class 5 Subordinated Global Claim is
subordinated to Classes 1, 2, 3, and 4 under this Plan. Creditor in
Class 5 is Impaired under this Plan.
Class 6 consists of equity security holders of the Debtor. Except
to the extent that the Holders of Class 6 Equity Interests agree to
less favorable treatment, they shall retain their equity interests,
subject to the terms and conditions of this Plan. Interest holders
in Class 6 are Unimpaired under this Plan.
This Plan will be funded with the projected disposable income of
the Debtor. To the extent any claim is a secured claim, Debtor may
surrender collateral to the secured creditor, in Debtor's
discretion.
A full-text copy of the Second Amended Plan dated January 25, 2024
is available at https://urlcurt.com/u?l=MkMqpO from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Ryan A. Andersen, Esq.
Valerie Y. Zaidenberg, Esq.
Andersen & Beede
3199 E Warm Springs Rd, Suite 400
Las Vegas, NV 89120
Tel: (702) 522-1992
Fax: (702) 825-2824
Email: ryan@aandblaw.com
valerie@aandblaw.com
About Taat International
TAAT International, LLC -- https://trytaat.com/ -- is a Las
Vegas-based company, which develops, manufactures and distributes
alternative products in categories such as tobacco and hemp.
TAAT International filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
23-10592) on Feb. 18, 2023, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Edward Burr
has been appointed as Subchapter V trustee.
Judge August B. Landis oversees the case.
The Debtor is represented by Ryan A. Andersen, Esq., at Andersen &
Beede.
TERRAFORM LABS: Hits Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Suvashree Ghosh of Bloomberg News reports that the Terraform Labs
Pte., a digital-asset business co-founded by Do Kwon, filed for
Chapter 11 bankruptcy protection in the US.
The company's estimated assets and liabilities are both in the
range of $100 million to $500 million, while the number of
creditors is between 100 and 199, according to court documents
filed in Delaware.
Kwon is wanted by both South Korea and the US after the 2022
collapse of his TerraUSD stablecoin and Luna token wiped out at
least $40 billion and exacerbated a $2 trillion crypto-market rout.
About Terraform Labs
Terraform Labs Pte. Ltd. -- https://www.terra.money -- is a startup
that created Terra, a blockchain protocol and payment platform used
for algorithmic stablecoins. It was co-founded by Do Kwon and
Daniel Shin in 2018 in Seoul, South Korea.
Terraform Labs introduced its first cryptocurrency token, TerraUSD,
in 2019. Investment firms like Arrington Capital, Coinbase
Ventures, Galaxy Digital, and Lightspeed Venture Partners helped
Terraform Labs raise more than $200 million.
The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022
caused the temporary suspension of the Terra network, wiping out
over $45 billion in market capitalization in a single week.
Both of Terra Form Labs' founders have encountered legal problems
as a result of the devaluation of the company's currency. In
September 2022, South Korean prosecutors filed a warrant for Do
Kwon's arrest. He was also added to Interpol's Red Notice list,
which urges other law enforcement to find and detain him.
Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22,
2024. In the petition filed by Chris Amani, as chief executive
officer, the Debtor estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by:
Zachary I Shapiro, Esq.
Richards, Layton & Finger, P.A.
1 Wallich Street
#37-01
Guoco Tower 078881
U.S. CREDIT: Seeks to Hire Burns & Levinson as Special Counsel
--------------------------------------------------------------
U.S. Credit, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Massachusetts to employ Burns & Levinson, LLP as
its special corporate counsel and special litigation counsel.
The firm's services include:
a. serving as outside general counsel for the Debtor including
with respect to all corporate governance issues;
b. continuing to review and draft all of the Debtor's ongoing
contracts and attending to all of the Debtor's operational and
corporate governance matters;
c. assisting and advising the Debtor with respect to any
refinancing and debt restructuring matters;
d. assisting and advising the Debtor with all aspects of a
potential equity and/or debt raise as part of any potential exit
financing package;
e. assisting and advising the Debtor with a potential sale of
its assets pursuant to 11 USC Sec. 363 of the Bankruptcy Code;
f. appearing before the Court, any district or appellate
court, and the Office of the United States Trustee for the District
of Massachusetts as well as attending meetings with third parties
and participating in negotiations, as necessary with respect to the
above matters or the litigation matters described below, to the
extent requested by the Debtor; and
g. performing all other legal services and providing all other
legal advice requested by the Debtor and assisting M&K, as
requested, with respect to the above and below matters.
With respect to its role as special litigation counsel, the firm
will represent the Debtor in these pending matters:
a. Arlington Financial Consultants, LLC v. U.S. Credit, Inc.
and Stephen Galvin, In the Circuit Court of the Twelfth Circuit in
and for Lee County Florida, Case No. 23-CA-011505. The Debtor is a
defendant and may file a counterclaim.
b. Adrian Reed v. Metroplex Trading Company, LLC d/b/a
GrabAGun.com, U.S. Credit, Inc., and Omega RMS, LLC, Seventeenth
Circuit Court of the State of Florida, Country of Broward, Case No.
CACE-23-016018. The Debtor is a defendant.
c. First & People's Bank and Trust Company v. U.S. Credit,
Inc. et als, Commonwealth of Kentucky Greenup Circuit Court, Civil
Action No. 23-CI-00342 (on appeal to: Commonwealth of Kentucky
Court of Appeals, Case No. 2023-CA-1499-MR). The Debtor is a
defendant and counterclaim plaintiff.
d. iService Auto, Inc. v. U.S. Credit, Inc., American
Arbitration Association, Case No. 01-22-000584. The Debtor is a
respondent and counter-claimant.
e. U.S. Credit, Inc. v. MotoLease Servicing, LLC (not yet
filed). In connection with the settlement and dismissal without
prejudice of a prior civil action between the parties (captioned
and entitled U.S. Credit, Inc. v. MotoLease Servicing, LLC et al,
United States District Court for the District of Massachusetts,
Case No. 1:23-CV-11083-PBS) MotoLease Servicing, LLC executed a
$1,500,000 Promissory Note on or about September 27, 2023.
MotoLease Servicing, LLC defaulted on its obligations thereunder
and U.S. Credit, Inc. intends to pursue its rights to enforce those
obligations.
The firm will be paid at these rates:
Partners $600 - $1,100 per hour
Associates $450 - $700 per hour
Paraprofessionals $150 - $400 per hour
Frank Segall, Esq., a partner at Burns & Levinson, disclosed in a
court filing that he and his firm are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Frank A. Segall, Esq.
BURNS & LEVINSON, LLP
125 Summer Street
Boston, MA 02110
Telephone: (617) 345-3000
Facsimile: (617) 345-3299
Email: fsegall@burnslev.com
About U.S. Credit, Inc.
U.S. Credit develops and administers custom lending programs for
large retailers, point-of-sale platforms and educational
institutions.
U.S. Credit, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-10058) on Jan. 12, 2024. In the petition signed by Stephen
Galvin as president, chief executive officer, the Debtor estimated
$10 million to $50 million in both assets and liabilities.
Judge Janet E Bostwick presides over the case.
Charles R. Bennett, Jr., Esq. at Murphy & King, P.C. represents the
Debtor as counsel.
ULTIMATE JETCHARTERS: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 case
of Ultimate Jetcharters, LLC.
The committee members are:
1. Daniel H. Freeman
1449 Arthur Drive
Wooster, OH 44691
2. Leslie S.R. Leohr 2002 Trust
c/o Douglas C. Leohr
2211 Medina Road #100
Medina, OH 44256
3. Dennis Taylor
7222 Wolff Road
Medina, OH 4425
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Ultimate Jetcharters
Ultimate Jetcharters, LLC is a private aviation company in North
Canton, Ohio.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-51404) on October 10,
2023.
In the petition signed by its chief financial officer William S.
Rudner, the Debtor disclosed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.
Judge Alan M. Koschik oversees the case.
Peter Tsarnas, Esq., at Gertsz and Rosen, Ltd., represents the
Debtor as legal counsel.
UPHEALTH: In Talks With Creditors on Chapter 11 Plan Full Payment
-----------------------------------------------------------------
Clara Geoghegan of Law360 reports that bankrupt medical tech
company UpHealth is in talks with its official committee of
unsecured creditors to submit a Chapter 11 plan by the end of April
2024 that would pay unsecured debts in full, the committee told a
Delaware bankruptcy court in a statement supporting UpHealth's
request to extend its exclusive plan filing window.
About UpHealth Holdings
UpHealth Holdings Inc. is a global digital health company
delivering technology platforms, infrastructure, and services to
modernize care delivery and health management.
UpHealth Holdings and its affiliates sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on
Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief
executive officer, UpHealth Holdings disclosed up to $500 million
in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as
counsel; Morrison & Foerster LLP as litigation counsel; and FTI
Consulting, Inc. as financial advisor. Omni Agent Solutions is the
Debtors' administrative agent.
USA RV: Bankruptcy Administrator Unable to Appoint Committee
------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
USA RV, LLC.
About USA RV
USA RV, LLC is a locally owned and operated company that sells new
and used recreational. The company is based in Raleigh, N.C.
USA RV filed its Chapter 11 petition (Bankr. E.D.N.C. Case No.
24-00001) on Jan. 1, 2024, with $2,850,847 in assets and $4,487,838
in liabilities. David W. Hall, member, signed the petition.
Judge David M. Warren oversees the case.
Danny Bradford, Esq., at Paul D. Bradford, PLLC represents the
Debtor as legal counsel.
VESTIS CORP: Moody's Assigns First Time 'Ba2' CFR
-------------------------------------------------
Moody's Investors Service assigned a first-time Ba2 corporate
family rating and Ba2-PD probability of default rating to Vestis
Corporation, a provider of uniform rental and workplace supplies in
the US and Canada. Concurrently, Moody's assigned a Ba2 to the
company's senior secured credit facilities. The speculative grade
liquidity ("SGL") rating is SGL-2. The outlook is stable.
The senior secured credit facilities consist of a $700 million term
loan A2 due 2028, a $300 million revolving credit facility due 2028
and a newly proposed $800 million term loan B due 2031. The net
proceeds from the new term loan will be used to refinance the
company's existing $800 million term loan A due 2025.
The assigned ratings incorporate environmental, social, and
governance ("ESG") considerations, and are a key consideration in
this rating action. Moody's expects that Vestis, a first-time
issuer, will demonstrate a high level of governance transparency
typical of public-traded companies and maintain conservative
financial strategies including adherence to a public leverage
target.
RATINGS RATIONALE
Vestis' Ba2 CFR reflects the company's high financial leverage,
with debt to EBITDA of 4.1x for the twelve months ended September
29, 2023, pro forma for the proposed financing, that Moody's
expects will improve to 3.6x in the next 12 to 18 months from a
combination of mid-single digit revenue growth and debt repayment.
The company benefits from its position as the second largest
service provider in the specialized uniform rental and workplace
supplies industry in the US, low customer concentration across
diverse end markets, and recurring revenue from multi-year customer
contracts. The company's revenue is highly concentrated in the
uniform rental and workplace supplies business, which accounted for
93% of revenue in FY2023 (ended September 29), and is correlated to
employment levels and cyclical swings in demand. The company's size
and scale at $2.9 billion of revenue expected in FY2024 positions
it well among competitors as the second largest by market share in
the US, which provides the company a competitive advantage versus
smaller competitors from its ability to cross-sell multiple
products and better optimize service route density. Nonetheless,
the company operates in a highly competitive industry that includes
competitors Cintas Corporation No. 2 (A2 stable, $8.8 billion of
FY2023 revenue) and UniFirst Corporation (unrated, $2.2 billion
FY2023 revenue) that could exert pricing pressure.
All financial metrics cited reflect Moody's standard adjustments.
Moody's expects Vestis will maintain conservative financial
policies given management's public leverage target of 1.5x to 2.5x
by 2026 versus 4.0x at FY2023 (management's figures) and
anticipates that the company will limit acquisitions and
shareholder returns in order to reach this target. The company has
a short operating history as a standalone business following its
spin-off from Aramark in 2023 and will incur incremental public
company costs of $15 million to $18 million in 2024 under a
Transaction Services Agreement with Aramark. The company also
expects $25 million of spin-off related one-time costs in 2024,
principally rebranding and resigning costs for its fleet and
facilities, and $10 million in 2025. Moody's anticipates that these
costs will be somewhat mitigated as the company focuses on
improving operating efficiencies and growing higher margin
verticals, such as targeting new customers in route-optimal
locations and cross-selling workforce supplies to existing
customers. Moody's considers interest coverage of 2.5x expected in
FY2024 (September 30), as measured by EBITA to interest, and EBITA
margins of 10% to be modest when compared to other Ba2 rated
companies. Moody's expects free cash flow of around $77 million in
FY2024 including one-time spin off costs that will be used for $43
million of mandatory amortization debt repayment with the remainder
potentially going towards voluntary debt repayment to accelerate
leverage reduction.
Governance considerations are a key driver of the Ba2 CFR. As a
public company, Vestis reports quarterly financial results and an
annual audit with a high level of transparency. The risks for
creditors from company's evolving financial policy as a newly
formed spin-off from Aramark are largely mitigated by the company's
publicly stated conservative financial policy and good liquidity,
in Moody's view.
Vestis' liquidity profile is good, reflected in the SGL-2 liquidity
rating. Cash was $36 million as of September 29, 2023 pro forma for
the transaction. Moody's expects free cash flow of at least $77
million in FY2024 including a $18 million annual cash dividend,
which is sufficient to cover $43 million in annual mandatory debt
amortization. The company has access to an undrawn $300 million
revolving credit facility expiring in 2028. Moody's does not
anticipate the revolver will be needed over the next 12 to 18
months given the company's growth strategy does not include
acquisitions or significant one-time capital expenditures. The
secured credit facility agreement includes two financial covenants
under the Term-A and revolver, including a maximum net leverage (as
defined in the agreement) of 5.25x or less with a step down to 4.5x
after March 31, 2025 and a minimum interest coverage of 2.0x.
Moody's expects Vestis will maintain a comfortable cushion for both
covenants.
The Ba2 rating assigned to the senior secured credit facilities is
the same the Ba2 CFR given the single class of first lien secured
debt and reflects the overall loss given default assumption of 50%,
driving the Ba2-PD probability of default rating, The credit
facility has a first priority security interest in substantially
all assets of the borrower.
The stable outlook reflects Moody's view that Vestis will maintain
revenue growth in the mid-single digits over the next 12 to 18
months at stable EBITA margins of around 10%, which will improve
debt to EBITDA to around 3.5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Veritas expands its revenue scale
and earnings growth remains strong such that Moody's expects debt
to EBITDA to remain below 3x, EBITA to interest around 3x, and
retained cash flow to net debt is sustained above 25%.
Demonstration of balanced financial strategies as it pertains to
leverage and allocation of capital, as well as greater financial
flexibility through a predominantly unsecured debt capital
structure, including its bank credit facility, would also support a
ratings upgrade.
The ratings could be downgraded if company's revenue and earnings
decline, Moody's expects debt to EBITDA to remain above 4x,
retained cash flow to net debt declines below 15% and the company
adopts more aggressive including additional leveraging
acquisitions, dividends or share repurchases prior to debt
reduction.
Vestis Corporation ("Vestis") is a large provider of uniform rental
and workplace supplies in the US and Canada. The company provides
uniforms, mats, towels, linens, restroom products, first-aid
supplies, and cleaning services. The company also provides direct
sales of branded promotional products to business customers. Vestis
reported $2.8 billion in revenue for fiscal year 2023 (ending
September 29).
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
VESTIS CORP: S&P Assigns 'BB' ICR on Term Loan Refinancing
----------------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating to
Georgia-based provider of uniform rentals and workplace supplies
Vestis Corp. At the same time, S&P assigned its 'BB+' issue-level
and '2' recovery ratings to the company's senior secured credit
facilities.
The stable outlook reflects S&P's expectation that temporarily
elevated leverage will improve to the low- to mid-3x area in fiscal
2025 while the company consistently improves profitability through
business optimization and cross-selling initiatives.
Vestis plans to issue a seven-year, $800 million term loan.
The company will use the proceeds to refinance its two-year term
loan, establishing a more permanent capital structure following its
September 2023 spin-off from Aramark Corp.
S&P's rating reflects Vestis' favorable position in uniform rentals
and workplace supplies, with significant white space that limits
competition. The industry is highly fragmented with a few large
operators (Cintas, Vestis, and UniFirst) serving only about a
quarter of the addressable market. This creates an attractive
opportunity for growth through nonprogrammer (potential customers
not already subscribed to a uniform rental program) conversions and
consolidation of small-scale providers. Vestis benefits from
long-standing client relationships with diverse customers that it
developed over several decades across the industrial, hospitality,
retail, and other sectors. Its multiyear contract terms and a
recurring revenue model provide good revenue visibility. The
company primarily engages with small to midsize enterprise clients
(over 80% of revenues), which enables greater diversification and
higher profit margins.
Route density and scale are essential to providing a compelling
value proposition to customers, limiting industry competition.
Vestis maintains a network of over 350 facilities including
distribution centers, laundry plants, manufacturing facilities, and
delivery vehicles to service 300,000 customer locations with
somewhat diverse products. S&P thinks its infrastructure has
sufficient latent capacity to absorb growth over the next several
years without significant capital outlays. Its focus on route
logistics and density should drive improving profitability.
Despite good growth prospects, the industry is somewhat cyclical,
with demand typically tied to employment. S&P thinks historically
low unemployment has led to strong industry performance in recent
years. Rising unemployment in the next 12-24 months could constrain
that.
S&P said, "We expect Vestis will focus on reducing leverage over
the next 2-3 years. The company funded its nearly $1.5 billion
spin-off dividend to Aramark shareholders with new term debt in
September 2023, resulting in S&P Global Ratings-adjusted leverage
of about 4x (about consistent with management's calculation). With
net leverage currently well above its stated target of 1.5x-2.5x,
we expect a focus on strengthening the balance sheet. Our forecast
reflects leverage remaining elevated at about 4x this year as
incremental public company costs and spin-off related expenses
hinder EBITDA expansion. In fiscal 2025, we expect S&P Global
Ratings-adjusted leverage declining to the low- to mid-3x area. Our
adjusted debt calculation is net of available cash and includes
reported lease obligations of about $200 million."
Management's approach to growth and operating efficiency should
expand EBITDA margin. Vestis plans to expand through cross-selling
to customers and pursuing prospective clients within its service
routes. Meanwhile, the company is updating its routes to maximize
efficiency. S&P said, "We think this presents a good margin
expansion opportunity as Vestis finds clear inefficiencies in its
historical route structures while increasing route density through
its growth initiative. Management has already demonstrated its
ability to significantly reduce transit time and energy consumption
while increasing revenue per mile. As these initiatives are rolled
out across its network, we expect the margin improvement in fiscal
2024 to offset the anticipated $20 million-$25 million incremental
costs associated with operating as a public company. In fiscal
2025, we anticipate about 75 basis points (bps) of additional
margin expansion."
Vestis' capital structure includes $1.5 billion of funded debt that
will hinder its cash generation through debt servicing costs.
Nevertheless, S&P forecasts free operating cash flow (FOCF) of over
$100 million in fiscal 2024, rebounding to about $165 million in
2025 and steady improvements thereafter.
S&P said, "The stable outlook reflects our expectation for steady
revenue growth with consistent client retention rates as Vestis
optimizes its network and improves merchandise management to drive
margin expansion. We expect excess cash flow will be directed
toward deleveraging over the next 12-24 months as it seeks to
reduce net debt to EBITDA toward its leverage target.
"ESG factors have no material influence on our rating analysis of
Vestis. Environmental factors stemming from its fleet of delivery
trucks are unlikely to affect credit risk over the medium term, in
our view. However, potential tightening of fuel efficiency and
related regulations could increase costs. Meanwhile, we believe the
company's governance structure is sound, with highly experienced
and diverse board members, and separation of the chair and CEO
roles."
VETERANS MFG: Unsecureds Will Get 21% of Claims over 5 Years
------------------------------------------------------------
Veterans Mfg. Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Indiana a Plan of Reorganization for Small
Business dated January 28, 2024.
The Debtor is an S Corporation. and its main office is located in
Newtown, Indiana. The Debtor manufactures and repairs metal
grinders, shredders and conveyors.
The President of the LLC is an individual named Clifford Garrett.
Mr. Garrett also owns other companies that interact with the
Debtor. Mr. Garrett is the President of Green Environmental
Processing, Inc. The Debtor intends to do processing work for Green
Environmental Processing, Inc.
The Debtor began doing business in the year 2013. The business has
not been operating continuously. It did not operate from December
of 2022 until October of 2023. However, it has been operating
continuously since October of 2023, and intends to continue to
operate for the term of this Plan.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of over $9,000 per month.
The final Plan payment is expected to be paid in March of 2029.
This is a 5-year plan. Upon confirmation, Debtor will start making
payments to the SBA, Regions Bank, and First Merchants Bank. The
Debtor will also make monthly payments to its 11 general unsecured
creditors.
This Plan of Reorganization under Chapter 11 of the Bankruptcy Code
proposes to pay creditors of Veterans Mfg. Inc. from future
earnings.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the Proponent of this Plan has valued
at approximately 21 cents on the dollar, or 21%. This Plan also
provides for the payment of administrative and priority claims.
Class 3 consists of Non-priority Unsecured Claims. All of the
creditors have impaired claims and all are entitled to vote on the
Plan.
* Bill Me Later Inc./Swift Financial filed an amended claim on
December 13, 2023 in the amount of $108,086.95. Bill Me Later
Inc./Swift Financial will be paid 21% of its claim amount, which is
$22,698.86.
* Capital One N.A. filed a claim on December 13, 2023 in the
amount of $6,126.68. Capital One N.A. will be paid 21% of its claim
amount, which is $1,286.60.
* U.S. Bank National Association filed a claim on December 27,
2023 in the amount of $12,266.40. U.S. Bank National Association
will be paid 21% of its claim amount, which is $2,575.94.
* American Express National Bank filed a claim on December 27,
2023 in the amount of $3,376.68. American Express National Bank
will be paid 21% of its claim amount, which is $709.10.
* On Deck Capital, Inc. filed a claim on January 26, 2024 in
the amount of $17,935.03. On Deck Capital, Inc. will be paid 21% of
its claim amount, which is $3,766.36.
* ODK Capital LLC filed a claim on January 26, 2024 in the
amount of $70,730.70. ODK Capital LLC will be paid 21% of its claim
amount, which is $14,853.45.
* Debtor has also listed a claim owed to Bank of America in
the amount of $15,000. Bank of America has not filed a claim, but
its debt is scheduled. Bank of America will be paid 21% of its
claim amount, which is $3,150.00.
* Debtor has also listed a claim owed to Clifford Garrett in
the amount of $50,000. Clifford Garrett has not filed a claim, but
his debt is scheduled. Clifford Garrett will be paid 21% of his
claim amount, which is $10,500.00.
* Debtor has also listed a claim owed to Fundworks LLC in the
amount of $15,000. Fundworks LLC has not filed a claim, but its
debt is scheduled. Fundworks LLC will be paid 21% of its claim
amount, which is $3,150.00.
* Debtor has also listed a claim owed to JRC Real Estate Inc.
in the amount of $16,000. JRC Real Estate Inc. has not filed a
claim, but its debt is scheduled. JRC Real Estate Inc. will be paid
21% of its claim amount, which is $3,360.00.
* Debtor has also listed a claim owed to Premium Merchant
Funding in the amount of $60,000. Premium Merchant Funding has not
filed a claim, but its debt is scheduled. Premium Merchant Funding
will be paid 21% of its claim amount, which is $12,600.00.
All existing Equity Interest is maintained.
The Plan will be funded by the future income of the Debtor. The
Debtor has budgeted payments to be made to its secured creditors,
administrative expenses and unsecured creditors.
A full-text copy of the Plan of Reorganization dated Jan. 28, 2024
is available at https://urlcurt.com/u?l=OF4VDL from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Preeti (Nita) Gupta, Esq.
2680 East Main Street Suite 322
Plainfield, IN 46168
Tel: (317) 900-9737
Fax: (888) 261-6090
Email: nita07@att.net
About Veterans Mfg. Inc.
Veterans Mfg., Inc., manufactures and repairs metal grinders,
shredders and conveyors.
Veterans Mfg. filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-04846) on Oct.
30, 2023, with $100,001 to $500,000 in both assets and
liabilities.
Judge Jeffrey J. Graham oversees the case.
Preeti Gupta, Esq., at Preeti (nita) Gupta, Attorney, is the
Debtors' bankruptcy counsel.
VG IMPERIAL: Court OKs Cash Collateral Access Thru April 1
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized VG Imperial Inc. to use cash collateral on an interim
basis in accordance with the budget from the petition date through
through April 1, 2024.
On July 15, 2020, the Debtor executed an Amended Loan Authorization
and Agreement with the U.S. Small Business Administration in the
principal amount of $500,000, which was modified by a First
Modification of Note dated August 9, 2021. The Note is secured by
an Amended Security Agreement dated August 9, 2021.
On November 2, 2022, the SBA filed a secured proof of claim in the
amount of $524,101.
The Debtor is authorized and directed to remit monthly adequate
protection payments in the amount of $1,500 to the SBA to be paid
by the fifth day of the month, or, if such date falls on a
Saturday, Sunday, or legal holiday, the next business day
thereafter. The first Adequate Protection Payment will be paid by
October 5, 2023. The Adequate Protection Payments made thereunder
will be credited against the pre-petition secured obligation due
and owing the SBA as of the Petition Date, provided however, that
the SBA reserves its rights to assert claims for the payment of
additional amounts provided for under the pre-petition loan
documents.
To the extent of any diminution in the value of the SBA's
collateral, including its cash collateral, the SBA is granted
valid, binding and enforceable post-petition replacement liens upon
and security interests in all assets of the Debtor, regardless of
whether such assets are acquired by the Debtor prior to the
Petition Date or after the Petition Date which liens will be senior
to all other security interest in, liens upon or claims against any
of the Collateral, subject to the Carve Out.
These events constitute and "Event of Default":
i. Failure by the Debtor to timely make an Adequate Protection
Payment;
ii. Use by the Debtor of cash collateral in excess of the
Budget;
iii. The entry of any order by the Court granting relief from or
modifying the automatic stay;
iv. Dismissal of this Chapter 11 case or conversion of the
Chapter 11 case to a Chapter 7 case, or appointment of a Chapter 11
trustee, or examiner with enlarged powers, or other responsible
person; and/or
v. A default by the Debtor in reporting financial or
operational information as and when required under the Interim
Order or the Pre-Petition SBA Agreements that is not cured by the
Debtor within five business days following delivery of written
notice of such default to the Debtor's counsel and the Office of
the United States Trustee.
A copy of the order is available at https://urlcurt.com/u?l=Uo787g
from PacerMonitor.com.
About VG Imperial Inc.
VG Imperial Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42627) on October 21,
2022. In the petition signed by Viktor V. Ryptyk, president, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Judge Nancy Hershey Lord oversees the case.
The Law Offices of Alla Kachan, PC, represents the Debtor as legal
counsel.
VMR CONTRACTORS: Unsecureds to Recover 5% to 10% in Plan
--------------------------------------------------------
VMR Contractors, Inc., submitted a Second Amended Small Business
Plan under Subchapter V dated January 25, 2024.
The Debtor is a corporation. Since it began operating in 2014, the
Debtor has been in the business of supplying and installing rebar
for road construction projects, and it has MBE and DBE
certifications.
To preserve its assets and to prevent the business from failing
because its customers have not honored their obligations to the
Debtor and its employees, the Debtor filed this chapter 11 case on
December 8, 2022. The Debtor has made the Subchapter V Election and
will pursue a reorganization plan.
This Plan under chapter 11 of the Bankruptcy Code proposes to pay
the Debtor's creditors from cash flow from operations. The Plan
provides that all administrative creditors will be paid in full on
the Effective Date of the Plan (which is 30 days after the Order
confirming the Plan is a final Order) unless otherwise agreed.
The debtor has engaged in settlement negotiations with Walsh
Construction Company II, LLC Claim Number 26 for $980,000 and
Walsh-Fluor Design Build Team claim number 27 for $775,000.
Pursuant to the settlement Walsh will withdraw its claims and pay
the Debtor $25,000 towards the account receivable. The Debtor and
Walsh are working toward finalizing the settlement agreement and
will seek approval under Bankruptcy Rule 9019 of the settlement.
The Debtor has filed monthly operating reports during the course of
this case showing a gross income of $1,002,768.95 and expenses of
$$978,236.54 for a net income of $24,532.41.
Non-priority unsecured creditors holding allowed claims will
receive a pro rata share of the Unsecured Creditor Payment over a
period of 3 years. Due to the filing of a large, disputed claim,
the estimated recovery for unsecured creditors is difficult to
assess and will total anywhere from 5% recovery to 10% depending on
whether and to what extent the claim of Paschen Claim is allowed.
This Plan also provides for the payment of priority claims over one
and seven years, respectively.
Class 6 consists of General Unsecured Creditors. Class 6 the
general unsecured creditors will receive a pro rata share of the
Unsecured Creditor Payment estimated at 5% recovery to 10%
depending on whether and to what extent the claim of Paschen Claim
is allowed. The claim will be paid over 5 years. This Class is
impaired.
The allowed unsecured claims total $2,131,105.66.
From and after the Plan's effective date, the Reorganized Debtor
shall take all steps and execute all documents necessary to
effectuate the Plan. The Reorganized Debtor will make all
disbursements under the Plan.
Upon the payment on the 20th Quarterly Payment Date after the
Plan's effective date, the Reorganized Debtor shall have no further
obligations under this Plan to any Holder of a Class 6 claim,
including any obligation to deposit funds in the Unsecured Creditor
Account, and all Holders of allowed Class 6 claims shall have no
further or continued rights or standing under this Plan. At such
time, the Reorganized Debtor may file, but is not required to file,
a notice with the Court stating that one or more claims have been
fully satisfied in accordance with the Plan and such notice shall
be deemed to be a satisfaction of judgment.
A full-text copy of the Second Amended Plan dated January 25, 2024
is available at https://urlcurt.com/u?l=kHKXuu from
PacerMonitor.com at no charge.
Counsel for Debtor:
O. Allan Fridman, Esq.
555 Skokie Blvd., Suite 500
Northbrook, IL 60062
Telephone: (847) 412-0788
Email: allan@fridlg.com
About VMR Contractors
VMR Contractors is in the business of supplying and installing
rebar for road construction projects. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case
No. 22-14211) on December 8, 2022. In the petition signed by
Vincent Roberson, president, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Benjamin Goldgar oversees the case.
William J. Factor, Esq., at Factor Law, is the Debtor's legal
counsel.
VOLUME INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Volume Industries LLC
14 Quaker Meeting House Road
Armonk, NY 10504
Business Description: The Debtor offers technical design,
fabrication, millwork, project management,
logistics and installation, and digital
imaging services.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 24-22094
Debtor's Counsel: Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
Total Assets: $4,408,377
Total Liabilities: $4,901,380
The petition was signed by James Wegner as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DRRCGMQ/Volume_Industries_LLC__nysbke-24-22094__0001.0.pdf?mcid=tGE4TAMA
WESTERN CONCRETE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Western Concrete Pumping, Inc.
6275 W. Plano Parkway, Suite 500
Plano TX 75093
Business Description: WCP is a concrete pumping company with a
fleet of over 125 machines servicing
Southern California, Arizona, Texas and
Louisiana. WCP also offers other specialty
equipment including mini-placers, Telebelts
and line pulling products.
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 24-40234
Debtor's Counsel: Mark A. Castillo, Esq.
CARRINGTON, COLEMAN, SLOMAN, & BLUMENTHAL, LLP
901 Main St., Ste. 5500
Dallas TX 75202
Tel: 214-855-3000
Email: markcastillo@ccsb.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brett Reid as CFO.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OJREQSY/Western_Concrete_Pumping_Inc__txebke-24-40234__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Brandon Crowell $50,000,000
c/o Hashemi Law Group
401 Wilshire Blvd., 12th Floor
Santa Monica, CA, 90401
2. Michael Andrew Medina-Jimenez $25,000,000
c/o The Reeves Law Group
1055 W. 7th St. #3333
Los Angeles, CA, 90017
3. Angela Medina $7,000,000
c/o The Reeves Law Group
1055 W. 7th St., #3333
Los Angeles, CA, 90017
4. Colleen V. Wallen $6,000,000
c/o Stream Kim Hicks Wrage & Alfaro
3403 Tenth St., Ste. 700
Riverside, CA, 92501
5. Gloria Lenard $5,900,000
c/o Robinson Calcagnie Inc.
19 Corporate Plaza Dr.
Newport Beach, CA, 92660
6. Heliodoro Garcia $1,250,000
c/o The Dominguez Firm
3250 Wilshire Blvd., Ste. 2200
Los Angeles, CA, 90010
7. Broderick Dixon $135,000
PO Box 255
10770 Hwy 77
Maringouin, LA, 70757
8. Putzmeister America, Inc. $50,000
1733 90th Street
Sturtevant, WI, 53177
9. Construction Forms Inc. $50,000
777 Maritime Dr.
Port Washington, WI, 53074
10. Vanguard Truck Center $50,000
PO Box 2208
Decatur, AL, 35609
11. Schwing America $50,000
P.O. Box 8473
Carol Stream, IL, 60197
12. International Practice Group Services $49,500
1350 Columbia St.
Suite 500
San Diego, CA, 92101
13. Beba Anic-Gothard and $37,500
Nicholas Gothard
5425 Northmoor Dr.
Dallas, TX, 75229
14. Sun Coast Resources, Inc. $25,000
PO BOX 202603
Dallas, TX, 75373
15. Pacific Shore Platinum Property $23,000
Management
1442 Camino Del Mar, #209
Del Mar, CA, 92014
16. GSD LLC $9,273
566 E. Alvarado St.
Fallbrook, CA, 92028
17. American Safety, LLC $8,000
9623 Highway 23
Belle Chasse, LA, 70037
18. GSSW 9th Avenue Station LLC $4,249
7225 9th Avenue
Port Arthur, TX, 77642
19. Mid County Plaza, LLC $4,000
PO Box 22217
Beaumont, TX, 77720
20. Carpenter Investment, LLC $4,000
8343 Hooper Rd.
Baton Rouge, LA, 70811
WEWORK INC: Hires Hilco Real Estate as Consultant and Advisor
-------------------------------------------------------------
WeWork Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of New Jersey to employ Hilco
Real Estate, LLC as real estate consultant and advisor.
The firm will render these services:
a. meet with the Debtor to ascertain the Debtor's goals,
objectives, and financial parameters;
b. advise the Debtor with respect to a strategic plan for
restructuring, shortening the term of, or terminating the Leases in
a manner that confers an economic benefit and is satisfactory to
the Debtor (the "Strategy");
c. if the Debtor agrees with and approves the Strategy for
each Lease, on the Debtor's behalf, negotiate the restructuring,
term shortening, or termination of the Leases with the landlords,
their agents and/or their representatives (collectively, the
"Landlords") under the Leases, in accordance with the approved
Strategy. For the avoidance of doubt, the Debtor and Hilco will
agree on a Strategy prior to Hilco undergoing substantive
negotiations with the Landlords;
d. provide written reports (and related data) as reasonably
requested by the Debtor regarding the status of such negotiations;
and
e. assist the Debtor with coordinating the documentation and
signing of the pertinent agreements for restructuring, term
shortening, or terminating the Leases, which agreements shall be
documented by Debtor legal counsel and its ordinary course real
estate law firms.
The firm will be paid as follows:
(i) Monthly Consulting Fee. Monthly payments in the amount of
$500,000 for the first month and $300,000 for the next 5 months
(the "Monthly Consulting Fee"), starting August 1, 2023 and ending
January 31, 2024 (the "Consulting Fee Term"), which payments shall
be due and payable upon the first business day of each calendar
month during the Consulting Fee Term.
(ii) Restructured Lease Savings Fee.
a. for any Restructured Lease where the Rent Reduction
Period is 5 years or more, the applicable Restructured Lease
Savings Fee shall be an amount equal to the dollar amount of the
Restructured Lease Savings multiplied by 8 percent (the "Fee
Percentage").
b. For any Restructured Lease where the Rent Reduction
Period is less than 5 years, the Fee Percentage shall be reduced by
1.6 percentage points for each year less than five years, as
follows: (i) Rent Reduction Period is four years, Fee Percentage
equals 6.4 percent; (ii) Rent Reduction Period is three years, Fee
Percentage equals 4.8 percent; (iii) Rent Reduction Period is two
years, Fee Percentage equals 3.2 percent; and (iv) Rent Reduction
Period is one year, Fee Percentage equals 1.6 percent.
c. For each Lease that becomes a Restructured Lease, Hilco
shall earn a fee equal to the Restructured Lease Savings Fee. The
Restructured Lease Savings Fee shall be paid in accordance with the
Payment Terms.
(iii) Partial Exit/Downsized Lease Fee. For any Partial
Exit/Downsized Lease, an amount equal to the next 12 months of
Gross Rent attributable to the exited and/or downsized floors
(expressed as a dollar amount) multiplied by 4 percent.
For each Lease that becomes a Partial Exit/Downsized Lease, Hilco
shall earn a fee equal to the Partial Exit/Downsized Lease Fee.
(iv) Reduced Security Fee. For any Lease for which the Company,
or any assignee or designee thereof, enters into a written
agreement with the applicable Landlord that is fully executed and
delivered, not subject to any contingencies or escrows, and, if
applicable, has been funded or approved by all required third
parties which has the effect of reducing a security deposit, letter
of credit, surety bond or similar form of liquid security (each, a
"Security Deposit") held by an applicable landlord in connection
with a Restructured Lease, Hilco shall receive a fee in an amount
equal to 10 percent of the amount such Security Deposit was reduced
by; provided, however, in the event of a Partial Exit/Downsized
Lease, Hilco shall only receive a Reduced Security Fee if the
reduction to the Security Deposit is greater than a prorated
reduction of the Security Deposit due to such Partial
Exit/Downsized Lease for the remaining portion and term of the
Restructured Lease, not including any options. For avoidance of
doubt, Hilco will not receive a Reduced Security Fee if the
Security Deposit is merely reduced as a function of a Partial
Exit/Downsized Lease. Additionally, in no event shall the reduced
Security Deposit over the remaining term of the Lease be greater
than what would have originally been required under the Lease prior
to the Security Deposit reduction. The term "Security Deposit"
shall not include corporate guarantees or surety agreements and
Hilco shall not be entitled to any compensation in connection with
the reduction of such corporate guarantees or surety agreements.
Further, Hilco will not be entitled to any compensation in
connection with a reduction of a Security Deposit if the reduction
is a result of the Landlord drawing down on a letter of credit,
surety bond or similar instrument or if such reduction is in
connection with a Terminated Lease. For the purposes of calculating
the reduction in the Security Deposit, the value of such Security
Deposit shall be based on the balance of the Security Deposit as of
April 30, 2024.
(v) Management Agreement Fee. In the event Hilco negotiates
the conversion of Leases to a management agreement (which is
approved and fully executed by the Company), then at the end of the
Term, the Parties shall negotiate and agree on a fee structure, if
any, for such services with each Party acting reasonably and in
good faith (the "Management Agreement Fee"). The Management
Agreement Fee, if any, shall take into account, but not be limited
to, the following: (a) the number of fully executed management
agreements entered into; (b) the near-term profit potential for the
Company on account of each management agreement (c) Hilco's
involvement in the negotiations of each management agreement prior
to handoff to the Company; and (d) the length of the term of each
management agreement.
(vi) Term Shortened Lease Fee. For any Term Shortened Lease
where (a) the tenant in such Lease is granted an option to extend
the Term Shortened Lease into some or all of the Term Reduction
Period, and (b) the Gross Rent that is payable during the option
period is (x) between 5 percent and 14.99 percent less than the
Gross Rent the Company would have otherwise paid during the Term
Reduction Period, Hilco shall receive a lump sum payment in the
amount of $25,000 or (y) greater than or equal to 15 percent less
than the Gross Rent the Company would have otherwise paid during
the Term Reduction Period, Hilco shall receive a lump sum payment
in the amount of $40,000. Notwithstanding the foregoing, to earn
the Term Shortened Lease Fee, (i) there must be at least 4 years
left in the original reduced rent term, (ii) the "option" must
include at least 3 years of extended term with the Gross Rent
reductions contemplated in (x) or (y) above and no higher Gross
Rents during such applicable option period, and (iii) the
applicable fee ($25,000 or $40,000) will be tied to the Company's
typical lease arrangement providing for $3.5M annual base rent for
the 2023 calendar year ((i), (ii), and (iii)) the "Additional Term
Shortened Lease Parameters"). For leases with larger or smaller
2023 annual base rents, the applicable Term Shortened Lease Fee
will be increased or decreased, on a pro rata basis. In the event
Hilco negotiates transactions that deviate from the Additional Term
Shortened Lease Parameters, Hilco and the Company may agree on
different parameters and/or negotiate a different fee structure
with Hilco and the Company each acting reasonably and in good
faith.
(vii) Terminated Lease Fee. For any Terminated Lease, an amount
equal to (a) 5 percent of the difference between the Company
Termination Fee and Company Termination Fee Threshold (which shall
be expressed as a dollar amount and not a percentage) plus (b) an
additional 5 percent of the Company Termination Fee less than the
Security Deposit, provided that, where applicable, cash proceeds of
the Security Deposit are returned to the Company, its affiliates or
designee or there is an executed amendment reducing the value of a
letter of credit, surety bond, or other similar financial
instrument. For avoidance of doubt, Hilco will not be entitled to a
Terminated Lease Fee for Leases that the Company rejects through
the bankruptcy process.
(viii) Fee Reduction. Once the aggregate amount of all fees
payable to and actually received by Hilco under the Engagement
Agreement equals $17,500,000, Hilco will apply a 35 percent
reduction to all future fees earned under the Engagement
Agreement.
As disclosed in the court filings, Hilco represents no interest
adverse to the Debtor, its estates or creditors and is a
disinterested person pursuant to Sec. 101(14) of the Code.
The firm can be reached through:
Eric Kaup
Hilco Real Estate, LLC
5 Revere Drive, Suite 206
Northbrook, Illinois 60062
Tel. (847) 504-2462
Email: ekaup@hilcoglobal.com
About WeWork Inc.
New York, NY-based WeWork Inc. is a global flexible workspace
provider, serving a membership base of businesses large and small
through its network of 779 Systemwide Locations, including 622
Consolidated Locations as of December 2022.
WeWork Inc. and its affiliates sought relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6,
2023. In its petition, WeWork Inc. reported $19 billion of
liabilities and $15 billion of assets.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP
as counsel; Alvarez & Marsal North America LLC and Province, LLC as
financial advisors; and PJT Partners LP as investment banker.
Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth
Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as
financial advisor.
The Ad Hoc Group of First Lien and Second Lien Lenders is
represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot
Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig
LLP (Alan Brody) as legal counsel and Ducera Partners LLC as
financial advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases.
WOODLAND PLACE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Woodland Place Apartments LLC
8221 Pittman Ave
Pensacola, FL 32534
Business Description: Woodland Place is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: February 1, 2024
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 24-30073
Debtor's Counsel: Edward J. Peterson, Esq.
JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP
400 N Ashley Dr. #3100
Tampa, FL 33602
Tel: 813-225-2500
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Premnauth Rabindranauth, Manager of Prem
& Mary Investments, LLC MRG.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/V7NYC2Y/Woodland_Place_Apartments_LLC__flnbke-24-30073__0001.0.pdf?mcid=tGE4TAMA
YOGOLD USA: Hires Deschenes & Associates as Bankruptcy Counsel
--------------------------------------------------------------
Yogold U.S.A. Corporation seeks approval from the U.S. Bankruptcy
Court for the District of Montana to hire Deschenes & Associates
Law Offices as its counsel.
The firm will render general counseling and local representation of
the Debtor before the bankruptcy court in connection with this
Chapter 11 case.
The firm will be paid as follows:
Gary S. Deschenes, Attorney $450 per hour
Paralegals $175 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received from the Debtor a retainer of $718.12.
Gary S. Deschenes, Esq., a partner at Deschenes & Associates Law
Offices, 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:
Gary S. Deschenes, Esq.
DESCHENES & ASSOCIATES LAW OFFICES
309 First Avenue North
P.O. Box 3466
Great Falls, MT 59403
Telephone: (406) 761-6112
Email: gsd@dalawmt.com
About Yogold U.S.A. Corporation
Yogold U.S.A. Corporation filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Court (Bankr. D. Mont. Case No.
24-90002) on Jan. 4, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Jerod C.
Edington as president.
Judge Benjamin P Hursh presides over the case.
Gary S. Deschenes, Esq. at Deschenes & Associates Law Offices
represents the Debtor as counsel.
[] BOOK REVIEW: Management Guide to Troubled Companies
------------------------------------------------------
Taking Charge: Management Guide to Troubled Companies and
Turnarounds
Author: John O. Whitney
Publisher: Beard Books
Softcover: 283 Pages
List Price: $34.95
Order a copy today at:
http://beardbooks.com/beardbooks/taking_charge.html
Review by Susan Pannell
Remember when Lee Iacocca was practically a national hero? He won
celebrity status by taking charge at a company so universally known
as troubled that humor columnists joked their kids grew up thinking
the corporate name was "Ayling Chrysler." Whatever else Iacocca may
have been, he was a leader, and leadership is crucial to a
successful turnaround, maintains the author.
Mediagenic names merit only passing references in Whitney's book,
however. The author's own considerable experience as a turnaround
pro has given him more than sufficient perspective and acumen to
guide managers through successful turnarounds without resorting to
name-dropping. While Whitney states that he "share[s] no personal
war stories" in this book, it was, nonetheless, written from inside
the "shoes, skin, and skull of a turnaround leader." That sense of
immediacy, of urgency and intensity, makes Taking Charge compelling
reading even for the executive who feels he or she has already
mastered the literature of turnarounds.
Whitney divides the work into two parts. Part I is succinctly
entitled "Survival," and sets out the rules for taking charge
within the crucial first 120 days. "The leader rarely succeeds who
is not clearly in charge by the end of his fourth month," Whitney
notes. Cash budgeting, the mainstay of a successful turnaround, is
given attention in almost every chapter. Woe to the inexperienced
manager who views accounts receivable management as "an arcane
activity 'handled over in accounting.'" Whitney sets out 50
questions concerning AR that the leader must deal with -- not
academic exercises, but requirements for survival.
Other internal sources for cash, including judiciously managed
accounts payable and inventory, asset restructuring, and expense
cuts, are discussed. External sources of cash, among them banks,
asset lenders, and venture capital funds; factoring receivables;
and the use of trust receipts and field warehousing, are handled in
detail. Although cash, cash, and more cash is the drumbeat of Part
I, Whitney does not slight other subjects requiring attention. Two
chapters, for example, help the turnaround manager assess how the
company got into the mess in the first place, and develop
strategies for getting out of it.
The critical subject of cash continues to resonate throughout Part
II, "Profit and Growth," although here the turnaround leader
consolidates his gains and looks ahead as the turnaround matures.
New financial, new organizational, and new marketing arrangements
are laid out in detail. Whitney also provides a checklist for the
leader to use in brainstorming strategic options for the future.
Whitney's underlying theme -- that a successful business requires
personal leadership as well as bricks and mortar, money and
machinery -- is summed up in a concluding chapter that analyzes the
qualities that make a leader. His advice is as relevant in this
1999 reprint edition as it was in 1987 when first published.
John O. Whitney had a long and distinguished career in academia and
industry. He served as the Lead Director of Church and Dwight Co.,
Inc. and on the Advisory Board of Newsbank Corp. He was Professor
of Management and Executive Director of the Deming Center for
Quality Management at Columbia Business School, which he joined in
1986. He died in 2013.
*********
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then-ending.
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*********
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
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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
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re-mailing and photocopying) is strictly prohibited without prior
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*** End of Transmission ***